AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 13, 2009

Registration Nos. 333-17217 and 811-07953

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM N-1A

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933    ¨
Pre-Effective Amendment No.    ¨
Post-Effective Amendment No. 61    x
and/or   
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940    ¨
Amendment No. 64    x
(Check appropriate box or boxes)   

EQ ADVISORS TRUST

(formerly 787 Trust)

(Exact name of registrant as specified in charter)

1290 Avenue of the Americas

New York, New York 10104

(Address of principal executive offices)

Registrant’s Telephone Number, including area code: (212) 554-1234

Patricia Louie, Esq.

Vice President and

Associate General Counsel

AXA Equitable Life Insurance Company

1290 Avenue of the Americas

New York, New York 10104

(Name and address of agent for service)

Please send copies of all communications to:

Clifford J. Alexander, Esq.

Mark C. Amorosi, Esq.

Kirkpatrick & Lockhart Preston Gates Ellis LLP

1601 K Street, N.W.

Washington, D.C. 20006

Approximate Date of Proposed Public Offering: Effective Date of this Post-Effective Amendment.

It is proposed that this filing will become effective:

 

¨ immediately upon filing pursuant to paragraph (b)

 

¨ on (date) pursuant to paragraph (b)

 

¨ 60 days after filing pursuant to paragraph (a)

 

x on April 14, 2009 pursuant to paragraph (a) of Rule 485

 

¨ 75 days after filing pursuant to paragraph (a)

if appropriate, check the following box:

 

¨ This post-effective amendment designates a new effective date for a previously filed post-effective amendment.

 

 

 


EQ ADVISORS TRUST

CONTENTS OF REGISTRATION STATEMENT

This registration statement is comprised of the following:

Cover Sheet

Contents of Registration Statement

 

Part A       Master Prospectus of EQ Advisors Trust, Prospectus of All Asset Allocation Portfolio, Prospectus of EQ/International ETF Portfolio, Prospectus of EQ/Franklin Templeton Founding Strategy Portfolio, Prospectus for Crossings Allocation Portfolios.
Part B       Statement of Additional Information for each Portfolio of the Trust, except the AXA Defensive Strategy, AXA Conservative Growth Strategy, AXA Balanced Strategy and AXA Moderate Growth Strategy Portfolios.
Part C       Other Information
Signature Page
Exhibits

 


EQ Advisors Trust SM

 

Prospectus dated May 1, 2009

 

 

 

This Prospectus describes Portfolios* offered by EQ Advisors Trust and the Class IA and Class IB shares offered by the Trust on behalf of each Portfolio that you can choose as investment alternatives. Each Portfolio has its own investment objective and strategies that are designed to meet different investment goals. This Prospectus contains information you should know before investing. Please read this Prospectus carefully before investing and keep it for future reference.

 

 

Equity Portfolios

 

EQ/AllianceBernstein Common Stock

EQ/AllianceBernstein International

EQ/AllianceBernstein Small Cap Growth

EQ/Ariel Appreciation II

EQ/AXA Franklin Income Core*

EQ/AXA Franklin Small Cap Value Core*

EQ/AXA Mutual Shares Core*

EQ/AXA Templeton Growth Core*

EQ/AXA Rosenberg Value Long/Short Equity

EQ/BlackRock Basic Value Equity

EQ/BlackRock International Value

EQ/Boston Advisors Equity Income

EQ/Calvert Socially Responsible

EQ/Capital Guardian Growth

EQ/Capital Guardian Research

EQ/Davis New York Venture

EQ/Equity 500 Index

EQ/Evergreen Omega

EQ/Focus PLUS*

EQ/GAMCO Mergers and Acquisitions

EQ/GAMCO Small Company Value

EQ/Global Multi-Sector Equity*

EQ/International Core PLUS

EQ/International Growth

EQ/JPMorgan Value Opportunities

EQ/Large Cap Core PLUS

EQ/Large Cap Growth Index**

EQ/Large Cap Growth PLUS

EQ/Large Cap Value Index**

EQ/Large Cap Value PLUS**

EQ/Lord Abbett Growth and Income

EQ/Lord Abbett Large Cap Core

EQ/Lord Abbett Mid Cap Value

EQ/Mid Cap Index**

EQ/Mid Cap Value PLUS

EQ/Montag & Caldwell Growth

EQ/Oppenheimer Global

EQ/Oppenheimer Main Street Opportunity

EQ/Oppenheimer Main Street Small Cap

EQ/Small Company Index

EQ/T. Rowe Price Growth Stock

EQ/UBS Growth and Income

EQ/Van Kampen Comstock

EQ/Van Kampen Mid Cap Growth

EQ/Van Kampen Real Estate

 

Fixed Income Portfolios

 

EQ/Bond Index

EQ/Caywood-Scholl High Yield Bond

EQ/Core Bond Index**

EQ/Global Bond PLUS**

EQ/Government Securities

EQ/Intermediate Government Bond Index**

EQ/Long Term Bond

EQ/Money Market

EQ/PIMCO Ultra Short Bond**

EQ/Quality Bond PLUS**

EQ/Short Duration Bond

  * Not all of these Portfolios may be available as an investment in your variable life or annuity product or under your retirement plan. In addition, certain of these Portfolios may be available only as underlying investment portfolios of certain other portfolios of EQ Advisors Trust and may not be available directly as an investment plan under your variable life or annuity product or retirement plan. Please consult your product prospectus or retirement plan documents to see which Portfolios are available under your contract or plan.
  ** Please see next page “Overview – Information on Portfolio Name Changes.”

 

 

 

The Securities and Exchange Commission has not approved or disapproved any Portfolio’s shares or determined if this Prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.

 

IA/IB Master

(34122)

 

EQ Advisors Trust


Overview

 

 

 

EQ ADVISORS TRUST

 

EQ Advisors Trust (the “Trust”) consists of sixty-nine (69) distinct mutual funds, each with its own investment strategy and risk/reward profile. This Prospectus describes the Class IA and Class IB shares of fifty-six (56) of the Trust’s Portfolios. The Trust has adopted a Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (“1940 Act”), for the Trust’s Class IB shares. Each Portfolio is a diversified Portfolio, except for the EQ/GAMCO Mergers and Acquisitions Portfolio, the EQ/Marsico Focus Portfolio and the EQ/Van Kampen Real Estate Portfolio, which are non-diversified Portfolios. Information on each Portfolio, including its investment objectives, investment strategies and investment risks can be found on the pages following this Overview. In addition, a Glossary of Terms is provided at the back of this Prospectus.

 

The Trust’s shares are currently sold only to insurance company separate accounts in connection with variable life insurance contracts and variable annuity certificates and contracts (the “Contracts”) issued by AXA Equitable Life Insurance Company (“AXA Equitable”), AXA Life and Annuity Company, other affiliated or unaffiliated insurance companies and to The AXA Equitable 401(k) Plan (“AXA Equitable Plan”). Shares also may be sold to other tax-qualified retirement plans, to other series of the Trust and to series of AXA Premier VIP Trust, a separate registered investment company managed by AXA Equitable that currently sells its shares to such accounts and plans. The Prospectus is designed to help you make informed decisions about the Portfolios that are available under your Contract or under the Equitable Plan or other retirement plan. You will find information about your Contract and how it works in the accompanying prospectus for the Contract if you are a Contractholder or participant in a retirement plan under a Contract. Please read that prospectus carefully and retain it for future reference.

 

AXA Equitable, through its AXA Funds Management Group unit (the “Manager”), is the investment manager to each Portfolio.

 

The day-to-day portfolio management of each Portfolio is provided by investment sub-advisers (the “Advisers”). Information regarding the Manager and the Advisers is included under “Management of the Trust” and “About the Investment Portfolios” in this Prospectus. The Manager has been granted relief by the Securities and Exchange Commission (“SEC”) to appoint, dismiss and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval (the “Multi-Manager Order”). The Manager also may allocate a Portfolio’s assets to additional Advisers subject to approval of the Trust’s Board of Trustees. If a new Adviser is retained for a Portfolio, shareholders would receive notice of such action. However, the Manager may not enter into an advisory agreement with an “affiliated person” of the Manager (as that term is defined in the 1940 Act) (“Affiliated Adviser”), such as AllianceBernstein L.P. or AXA Rosenberg Investment Management LLC, unless the advisory agreement with the Affiliated Adviser is approved by the affected Portfolio’s shareholders.

 

The co-distributors of the Portfolios are AXA Advisors, LLC and AXA Distributors, LLC.

 

An investment in a Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Because you could lose money by investing in these Portfolios, be sure to read all risk disclosures carefully before investing.

 

Information on Portfolio Name Changes

 

Information on Portfolio Name Changes
Portfolio Name Until December 1, 2008   Portfolio Name Effective December 1, 2008

EQ/AllianceBernstein Large Cap Growth Portfolio

  EQ/Large Cap Growth Index Portfolio

EQ/Legg Mason Value Equity Portfolio

  EQ/Large Cap Value Index Portfolio

EQ/AllianceBernstein Value Portfolio

  EQ/Large Cap Value PLUS Portfolio*

EQ/FI Mid Cap Index Portfolio

  EQ/Mid Cap Index Portfolio

EQ/AllianceBernstein Quality Bond Portfolio

  EQ/Quality Bond PLUS Portfolio*

 

Portfolio Name Until January 15, 2009   Portfolio Name Effective January 15, 2009

EQ/AllianceBernstein Intermediate Government Securities Portfolio

  EQ/Intermediate Government Bond Index Portfolio

EQ/JPMorgan Core Bond Portfolio

  EQ/Core Bond Index Portfolio

 

Portfolio Name Until May 1, 2009   Portfolio Name Effective May 1, 2009

EQ/Evergreen International Bond Portfolio

  EQ/Global Bond PLUS Portfolio*

EQ/Franklin Income Portfolio

  EQ/AXA Franklin Income Core Portfolio

EQ/Franklin Small Cap Value Portfolio

  EQ/AXA Franklin Small Cap Value Core Portfolio

EQ/Marsico Focus Portfolio

  EQ/Focus PLUS Portfolio*

EQ/Mutual Shares Portfolio

  EQ/AXA Mutual Shares Core

EQ/PIMCO Real Return

  EQ/PIMCO Ultra Short Bond

EQ/Templeton Growth Portfolio

  EQ/AXA Templeton Growth Core Portfolio

EQ/Van Kampen Emerging Markets Equity Portfolio

  EQ/Global Multi-Sector Equity Portfolio

 

* Together with the EQ/International Core PLUS Portfolio, the EQ/Mid Cap Value PLUS Portfolio, the EQ/Large Cap Growth PLUS Portfolio and the EQ/Large Cap Core PLUS Portfolio, these Portfolios may be referred to as the PLUS Portfolios.

 

2   Overview   EQ Advisors Trust


Table of contents

 

 

 

1.    About the Investment Portfolios

   4

Equity Portfolios

   5

EQ/AllianceBernstein Common Stock

   5

EQ/AllianceBernstein International

   8

EQ/AllianceBernstein Small Cap Growth

   11

EQ/Ariel Appreciation II

   14

EQ/AXA Franklin Income Core

   16

EQ/AXA Franklin Small Cap Value Core

   19

EQ/AXA Mutual Shares Core

   22

EQ/AXA Templeton Growth Core

   25

EQ/AXA Rosenberg Value Long/Short Equity

   28

EQ/BlackRock Basic Value Equity

   31

EQ/BlackRock International Value

   33

EQ/Boston Advisors Equity Income

   36

EQ/Calvert Socially Responsible

   39

EQ/Capital Guardian Growth

   42

EQ/Capital Guardian Research

   45

EQ/Davis New York Venture

   48

EQ/Equity 500 Index

   50

EQ/Evergreen Omega

   52

EQ/Focus PLUS

   54

EQ/GAMCO Mergers and Acquisitions

   58

EQ/GAMCO Small Company Value

   61

EQ/Global Multi-Sector Equity

   63

EQ/International Core PLUS

   66

EQ/International Growth

   70

EQ/JPMorgan Value Opportunities

   72

EQ/Large Cap Core PLUS

   75

EQ/Large Cap Growth Index

   79

EQ/Large Cap Growth PLUS

   82

EQ/Large Cap Value Index

   86

EQ/Large Cap Value PLUS

   89

EQ/Lord Abbett Growth and Income

   93

EQ/Lord Abbett Large Cap Core

   95

EQ/Lord Abbett Mid Cap Value

   97

EQ/Mid Cap Index

   99

EQ/Mid Cap Value PLUS

   102

EQ/Montag & Caldwell Growth

   106

EQ/Oppenheimer Global

   109

EQ/Oppenheimer Main Street Opportunity

   112

EQ/Oppenheimer Main Street Small Cap

   114

EQ/Small Company Index

   117

EQ/T. Rowe Price Growth Stock

   120

EQ/UBS Growth and Income

   123

EQ/Van Kampen Comstock

   126

EQ/Van Kampen Mid Cap Growth

   128

EQ/Van Kampen Real Estate

   131

Fixed Income Portfolios

   134

EQ/Bond Index

   134

EQ/Caywood-Scholl High Yield Bond

   137

EQ/Core Bond Index

   140

EQ/Global Bond PLUS

   142

EQ/Government Securities

   146

EQ/Intermediate Government Bond Index

   148

EQ/Long Term Bond

   150

EQ/Money Market

   152

EQ/ PIMCO Ultra Short Bond

   155

EQ/Quality Bond PLUS

   158

EQ/Short Duration Bond

   162

2.    More Information on Risks and
Benchmarks

   165

Risks

   165

Benchmarks

   172

3.    More Information on Investing in ETFs

   174

Information Regarding the Underlying ETF Funds

   174

4.    Management of the Trust

   187

The Trust

   187

The Manager

   187

Management Fees

   187

Expense Limitation Agreement

   189

Legal Proceedings Relating to the Advisers

   190

5.    Fund Distribution Arrangements

   194

6.    Buying and Selling Shares

   195

7.    How Portfolio Shares are Priced

   197

8.    Dividends and Other Distributions and
Tax Consequences

   198

9.    Glossary of Terms

   199

10.  Financial Highlights

   200

 

EQ Advisors Trust   Table of contents   3


1. About the investment portfolios

 

 

 

This section of the Prospectus provides a complete description of the principal investment objective, strategies, and risks of each of the Portfolios. Of course, there can be no assurance that any Portfolio will achieve its investment objective. The investment objective and, except as otherwise noted, the investment policies of a Portfolio are not fundamental policies and may be changed without a shareholder vote.

 

As described more fully on the following pages, the EQ/AllianceBernstein Common Stock, EQ/AllianceBernstein Small Cap Growth, EQ/AXA Franklin Small Cap Value, EQ/AXA Rosenberg Value Long/Short Equity, EQ/BlackRock Basic Value Equity, EQ/Boston Advisors Equity Income, EQ/Equity 500 Index, EQ/GAMCO Small Company Value, EQ/Global Multi-Sector Equity, EQ/Large Cap Core PLUS, EQ/Large Cap Growth Index, EQ/Large Cap Growth PLUS, EQ/Large Cap Value Index, EQ/Large Cap Value PLUS, EQ/Lord Abbett Large Cap Core, EQ/Lord Abbett Mid Cap Value, EQ/Mid Cap Index, EQ/Mid Cap Value PLUS, EQ/Oppenheimer Main Street Small Cap, EQ/Small Company Index, EQ/T. Rowe Price Growth Stock, EQ/Van Kampen Mid Cap Growth, EQ/Van Kampen Real Estate, EQ/Intermediate Government Bond Index, EQ/Bond Index, EQ/Caywood-Scholl High Yield Bond, EQ/Core Bond Index, EQ/Global Bond PLUS, EQ/Government Securities, EQ/Long Term Bond, EQ/Quality Bond PLUS, EQ/Short Duration Bond and EQ/PIMCO Ultra Short Bond Portfolios each has a policy that it will invest at least 80% of its net assets in the particular type of investment suggested by its name. The EQ/BlackRock International Value and EQ/Van Kampen Comstock Portfolios each has a policy that it will invest at least 80% of its net assets in a particular type of investment. These policies may not be changed without providing at least sixty (60) days’ written notice to the shareholders of the affected Portfolio.

 

For temporary defensive purposes, each Portfolio may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements. To the extent that a Portfolio is invested in these instruments, the Portfolio will not be pursuing its investment goal.

 

Please note that:

 

 

A fuller description of each of the principal risks and of the benchmarks is included in the section “More Information on Risks and Benchmarks,” which follows the description of each Portfolio in this section of the Prospectus.

 

 

Additional information concerning each Portfolio’s strategies, investments, and risks can also be found in the Trust’s Statement of Additional Information.

 

 

 

4   About the investment portfolios   EQ Advisors Trust


Equity Portfolios

 

EQ/AllianceBernstein Common Stock Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve a total return before expenses that approximates the total return performance of the Russell 3000 Index, including reinvestment of dividends, at a risk level consistent with that of the Russell 3000 Index.

 

THE INVESTMENT STRATEGY

 

The Portfolio generally invests at least 80% of its net assets, plus borrowings for investment purposes, in common stocks of companies represented in the Russell 3000 ® Index (“Russell 3000” or “Underlying Index”). The Russell 3000 is an unmanaged index that measures the performance of the 3,000 largest U.S. companies based on total market capitalizations, which represents approximately 98% of the investable U.S. equity market.

 

The Portfolio’s investments are selected by a stratified sampling construction process in which the Adviser selects a subset of the 3,000 companies in the Russell 3000 based on the Adviser’s analysis of key risk factors and other characteristics. Such factors include industry weightings, market capitalizations, return variability, and yield. The Portfolio also may invest in securities and other instruments, such as futures contracts and options on futures contracts whose return depends on stock market prices. The Adviser selects these instruments to attempt to match the total return of the Russell 3000 but may not always do so. The contract value of futures contracts purchased by the Portfolio plus the contract value of futures contracts underlying call options purchased by the Portfolio will not exceed 20% of the Portfolio’s total assets.

 

Where appropriate futures contracts do not exist, or if the Adviser deems advisable for other reasons, the Portfolio may invest in investment company securities, such as exchange-traded funds (“ETFs”). The Portfolio may also use ETFs for purposes other than cash management, including to gain exposure to certain sectors or securities that are represented by ownership in ETFs. When the Portfolio invests in ETFs or other investment companies, the Portfolio bears a proportionate share of expenses charged by the investment company in which it invests. The Portfolio also may seek to increase income by lending portfolio securities with a value up to 33.33% of its net assets to broker-dealers.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

Although the Portfolio attempts to closely track the Russell 3000, the Portfolio does not invest in all 3,000 stocks in the index and so there can be no assurance that its performance will match that of the Underlying Index. Also, the Portfolio’s returns, unlike those of the Underlying Index, are reduced by Portfolio fees and operating expenses. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Exchange-Traded Funds Risk

 

   

Index-Fund Risk

 

   

Large-Cap Company Risk

 

   

Small-Cap and Mid-Cap Company Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to December 1, 2008, the Portfolio had a different investment strategy and consisted entirely of an actively managed portfolio of equity securities. If the Portfolio had historically been managed using its current strategy, the performance of the Portfolio may have been different.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (HRT/Alliance Common Stock Portfolio) advised using the same investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor entity to the HRT/Alliance Common Stock Portfolio whose inception date is January 13, 1976, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on October 18, 1999) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (         4th Quarter)      –19.29% (2002 2nd Quarter)

 

 

EQ Advisors Trust   About the investment portfolios   5


Equity Portfolios (continued)

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (4th Quarter)      –19.34% (2002 2nd Quarter)

 

Average Annual Total Returns
       One Year    Five Years      Ten Years

EQ/AllianceBernstein Common Stock Portfolio — Class IA Shares

           %            %              %

EQ/AllianceBernstein Common Stock Portfolio — Class IB Shares

           %            %              %

Russell 3000 Index*, †

           %            %              %

S&P 500 Index†

           %            %              %
*   Effective December 1, 2008, the Portfolio changed its benchmark from the S&P 500 Index to the Russell 3000 Index. The Portfolio changed its benchmark because the Manager believes that the Russell 3000 Index reflects more closely the securities and sectors in which the Portfolio invests.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

    

EQ/AllianceBernstein Common Stock Portfolio

   Class IA Shares    Class IB Shares

Management Fee

           %            %

Distribution and/or Service Fees (12b-1 fees)

   None      0.25%†

Other Expenses

           %            %

Total Annual Portfolio Operating Expenses*

           %            %
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Total Annual Portfolio Operating Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year and that the Portfolio’s operating expenses remain the same. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

AllianceBernstein L.P. (“AllianceBernstein”), 1345 Avenue of the Americas, New York, New York 10105. AllianceBernstein has been the Adviser to the Portfolio and its predecessor registered investment company since the predecessor commenced operations. AllianceBernstein manages investments for investment companies, endowment funds, insurance companies, foreign entities, qualified and non-tax qualified corporate funds, public and private pension and profit-sharing plans, foundations and tax-exempt organizations. As of December 31, 2008, AllianceBernstein had approximately $         billion in assets under management.

 

The management of and investment decisions for the Portfolio are made by AllianceBernstein’s Passive Equity Investment Team, which is responsible for management of all of AllianceBernstein’s Passive Equity accounts. The Passive Equity Investment Team relies heavily on quantitative tools. Judith DeVivo is primarily responsible for day-to-day management of the Portfolio.

 

Ms. DeVivo manages equity portfolios benchmarked to a variety of indexes including the S&P 500, S&P Mid Cap, S&P Small Cap and Russell

 

6   About the investment portfolios   EQ Advisors Trust


 

2000 in addition to several customized accounts. Ms. DeVivo, a Senior Vice President and Portfolio Manager, joined AllianceBernstein in 1971, joined the Passive Management Group in 1984 and has had portfolio management responsibility since that time.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

 

EQ Advisors Trust   About the investment portfolios   7


Equity Portfolios (continued)

 

EQ/AllianceBernstein International Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term growth of capital.

 

THE INVESTMENT STRATEGY

 

The Portfolio invests in both growth-oriented and value-oriented stocks of non-U.S. companies. These non-U.S. companies may have operations in the United States, in their country of incorporation and/or in other countries.

 

The growth portion of the Portfolio invests primarily in a diversified portfolio of equity securities selected principally to permit participation in non-U.S. companies or foreign governmental enterprises that the Adviser believes have prospects for growth. This portion of the Portfolio may invest anywhere in the world (including developing countries or “emerging markets”), although it will not generally invest in the United States. Developing countries in which the growth portion of the Portfolio may invest include, among others, Mexico, Brazil, Hong Kong, India, Poland, Turkey and South Africa.

 

The portion of the Portfolio invested in value-oriented stocks will invest primarily in equity securities of issuers in countries that comprise the MSCI EAFE Index and Canada. MSCI EAFE countries currently include Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom. For this portion of the Portfolio, the Adviser uses a value oriented approach to stock selection in that it generally invests in stocks with low price-to-earnings ratios, low price-to-book ratios and high dividend yields. The value portion of the Portfolio will be diversified among many foreign countries (including developing countries or “emerging markets”) not necessarily in the same proportion that the countries are represented in the MSCI EAFE Index. The Adviser may sell a security for a variety of reasons, including to invest in a company believed to offer superior investment opportunities.

 

The Portfolio intends to have represented in the Portfolio business activities in not less than three different countries.

 

The Portfolio may also invest in any type of investment grade, fixed income security including, but not limited to, preferred stock, convertible securities, bonds, notes and other evidences of indebtedness of foreign issuers, including obligations of foreign governments. Although no particular proportion of stocks, bonds or other securities is required to be maintained, the Portfolio intends under normal market conditions to invest primarily in equity securities.

 

The Portfolio may also make use of various other investment strategies, including the purchase and sale of shares of other mutual funds investing in foreign securities. The Portfolio may, to a limited extent, also use derivatives, including: writing covered call and put options and purchasing call and put options on individual equity securities, securities indexes, and foreign currencies. The Portfolio may, to a limited extent, also purchase and sell stock index, foreign currency and interest rate futures contracts and options on such contracts, as well as forward foreign currency exchange contracts.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Fixed Income Risk

 

Investment Grade Securities Risk

 

Interest Rate Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Emerging Markets Risk

 

   

Growth Investing Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (HRT/Alliance International Portfolio) advised using the same investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor entity to the HRT/Alliance International Portfolio whose inception date is April 3, 1995, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on October 18, 1999) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

8   About the investment portfolios   EQ Advisors Trust


 

Calendar Year Annual Total Returns — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
25.49% (1999 4th Quarter)      –20.46% (2002 3rd Quarter)

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
25.32% (1999 4th Quarter)      –20.49% (2002 3rd Quarter)

 

Average Annual Total Returns
       One Year    Five Years      Ten Years

EQ/AllianceBernstein International Portfolio — Class IA Shares

           %            %              %

EQ/AllianceBernstein International Portfolio — Class IB Shares

           %            %              %

MSCI EAFE Index†

           %            %              %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)
   

EQ/AllianceBernstein International Portfolio

  Class IA Shares   Class IB Shares

Management Fee

         %          %  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Total Annual Portfolio Operating Expenses

         %          %  

Less Fee Waiver/Expense Reimbursement*

         %          %  

Net Annual Portfolio Operating Expenses**

  0.90%   1.15%  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

EQ Advisors Trust   About the investment portfolios   9


Equity Portfolios (continued)

 

WHO MANAGES THE PORTFOLIO

 

AllianceBernstein L.P. (“AllianceBernstein”), 1345 Avenue of the Americas, New York, New York 10105. AllianceBernstein has been the Adviser to the Portfolio and its predecessor registered investment company since the predecessor commenced operations. AllianceBernstein manages investments for investment companies, endowment funds, insurance companies, foreign entities, qualified and non-tax qualified corporate funds, public and private pension and profit-sharing plans, foundations and tax-exempt organizations. As of December 31, 2008, AllianceBernstein had approximately $         billion in assets under management.

 

Investment decisions for the Portfolio are made by Joshua Lisser, who is primarily responsible for the day-to-day management of the Portfolio. Joshua Lisser is Chief Investment Officer-Structured Equities and is a member of the Blend Solutions Team. He joined AllianceBernstein in 1992 as a portfolio manager in the index strategies group and developed the international and global risk controlled equity services. Prior to joining the firm, Mr. Lisser was with Equitable Capital specializing in derivative investment strategies.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

10   About the investment portfolios   EQ Advisors Trust


 

EQ/AllianceBernstein Small Cap Growth Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term growth of capital.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in securities of small capitalization companies. Small capitalization companies mean those companies with market capitalizations within the range of the Russell 2500 Index at the time of purchase (market capitalization range of approximately $         billion to $         billion as of December 31, 2008.

 

The Portfolio invests primarily in U.S. common stocks and other equity-type securities issued by smaller companies with favorable growth prospects. The Portfolio also may invest in securities of mid-cap companies. The Portfolio may at times invest in companies in cyclical industries, companies whose securities are temporarily undervalued, companies in special situations ( e.g. , change in management, new products or changes in customer demand) and less widely known companies. The Adviser may sell a security for a variety of reasons, including to invest in a company believed to offer superior investment opportunities.

 

The Portfolio generally engages in active and frequent trading of portfolio securities in seeking to achieve its investment objective.

 

When market or financial conditions warrant, the Portfolio may invest in other equity-type securities (such as preferred stocks and convertible debt instruments) and investment grade corporate fixed income securities.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Equity Risk

 

   

Growth Investing Risk

 

   

Liquidity Risk

 

   

Portfolio Turnover Risk

 

   

Small-Cap and Mid Cap Company Risk

 

   

Special Situations Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (HRT/Alliance Small Cap Growth Portfolio) advised using the same investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor entity to the HRT/Alliance Small Cap Growth Portfolio whose inception date is May 1, 1997, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on October 18, 1999) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
28.16% (1999 4th Quarter)              % (             Quarter)

 

EQ Advisors Trust   About the investment portfolios   11


Equity Portfolios (continued)

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
28.02% (1999 4th Quarter)              % (             Quarter)

 

Average Annual Total Returns
       One Year    Five Years    Ten Years

EQ/AllianceBernstein Small Cap Growth Portfolio — Class IA Shares

           %            %            %

EQ/AllianceBernstein Small Cap Growth Portfolio — Class IB Shares

           %            %            %

Russell 2500 Growth Index†

           %            %            %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)

EQ/AllianceBernstein Small Cap Growth Portfolio

  Class IA Shares   Class IB Shares

Management Fee

          %         %  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

          %         %  

Total Annual Portfolio Operating Expenses*

          %         %  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Total Annual Portfolio Operating Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year and that the Portfolio’s operating expenses remain the same. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

AllianceBernstein L.P. (“AllianceBernstein”), 1345 Avenue of the Americas, New York, New York 10105. AllianceBernstein has been the Adviser to the Portfolio and its predecessor registered investment company since the predecessor commenced operations. AllianceBernstein manages investments for investment companies, endowment funds, insurance companies, foreign entities, qualified and non-tax qualified corporate funds, public and private pension and profit-sharing plans, foundations and tax-exempt organizations. As of December 31, 2008, AllianceBernstein had approximately $         billion in assets under management.

 

The management of and investment decisions for the Portfolio are made by AllianceBernstein’s US Small/SMID Cap Growth Team, which is responsible for management of all of AllianceBernstein’s US Small/SMID Cap Growth accounts. The US Small/SMID Cap Growth Team relies heavily on its fundamental analysis and research. In addition, the team draws upon the research of AllianceBernstein’s industry analysts as well as other portfolio management teams. The four members of the US Small/SMID Cap Growth Team with the most significant responsibility for the day-to-day management of the Portfolio are: Bruce Aronow, Samantha Lau, Kumar Kirpalani, Wen-TseTseng and Joshua Lisser.

 

Bruce Aronow is Senior Vice President, Portfolio Manager/Research Analyst and serves as team leader for the Small/SMID Cap Growth

 

12   About the investment portfolios   EQ Advisors Trust


 

Team. He is also responsible for research and portfolio management for the Small/SMID Cap Growth consumer/commercial sectors. Mr. Aronow joined AllianceBernstein in 1999 and has had portfolio management responsibilities since that time.

 

Samantha Lau is Senior Vice President, Portfolio Analyst/Manager and is responsible for research and portfolio management for the Small/SMID Cap Growth technology sector. Ms. Lau joined AllianceBernstein in 1999 and has had portfolio management responsibilities since that time.

 

Kumar Kirpalani is Senior Vice President, Portfolio Analyst/Manager and is responsible for research and portfolio management for the Small/SMID Cap Growth industrial, financial and energy sector. Mr. Kirpalani joined AllianceBernstein in 1999 and has had portfolio management responsibilities since that time.

 

Wen-TseTeng is Vice President and Portfolio Analyst/Manager and is responsible for research and portfolio management for the Small/SMID Cap Growth healthcare sector. Prior to joining AllianceBernstein in March 2006, Mr. Teng was the healthcare sector portfolio manager at William D. Witter since August 2003 and with Weiss, Peck & Greer, from April 2002 to August 2003.

 

Joshua Lisser is Chief Investment Officer-Structured Equities and is a member of the Blend Solutions Team. He joined AllianceBernstein in 1992 as a portfolio manager in the index strategies group and developed the international and global risk controlled equity services. Prior to joining the firm, Mr. Lisser was with Equitable Capital specializing in derivative investment strategies.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

 

EQ Advisors Trust   About the investment portfolios   13


Equity Portfolios (continued)

 

EQ/Ariel Appreciation II Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term capital appreciation.

 

THE INVESTMENT STRATEGY

 

The Portfolio invests primarily in the securities of mid-capitalization companies (currently considered by the Adviser to mean companies with market capitalizations generally between $2 billion and $15 billion at the time of initial purchase by the Portfolio). The Portfolio invests primarily in common stocks but may also invest in other types of equity securities, including preferred stocks, warrants and securities convertible into common stocks. The Portfolio generally contains no more than 50 stocks, and it generally holds investments for a relatively long period of time — typically two to five years. At times, the Portfolio may maintain larger than normal cash positions while the Adviser searches for compelling investments. The Portfolio also may invest to a limited extent in foreign securities.

 

The Adviser’s investment strategy is focused on long-term investing. By concentrating on long-term investing, the Adviser believes that its patient approach allows it to take advantage of buying opportunities that frequently arise from Wall Street’s excessive focus on the short-term. The Adviser seeks to invest in quality companies in industries where the Adviser has expertise. The Adviser only buys when it determines that these businesses are selling at excellent values. Quality companies share several attributes that the Adviser believes should result in capital appreciation over time: (1) High barriers to entry; (2) Sustainable competitive advantages; (3) Predictable fundamentals that allow for double-digit earnings growth; (4) Quality management teams; and (5) Solid financials.

 

A stock generally will be held until it reaches the Adviser’s assessment of its true value or until the Adviser’s reasons for purchase no longer apply. The Adviser may sell a security for a variety of reasons, such as when there is a major change in the competitive landscape, a substantial shift in company fundamentals, or a loss of faith in managements abilities.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Equity Risk

 

   

Focused Portfolio Risk

 

   

Foreign Securities Risk

Currency Risk

 

   

Mid-Cap Company Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for this Portfolio is October 3, 2005. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
7.79% (2007 2nd Quarter)      –5.49% (2007 4th Quarter)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
7.78% (2007 2nd Quarter)      –5.56% (2007 4th Quarter)

 

Average Annual Total Returns
       One Year    Since
Inception

EQ/Ariel Appreciation II
Portfolio — Class IA Shares

           %            %

EQ/Ariel Appreciation
II Portfolio — Class IB Shares

           %            %

Russell Mid Cap Value Index†

           %            %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

14   About the investment portfolios   EQ Advisors Trust


 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, re-invest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)

EQ/Ariel Appreciation II Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.75%   0.75%  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Total Annual Portfolio Operating Expenses

         %          %  

Less Fee Waiver/Expense Reimbursement*

         %          %  

Net Annual Portfolio Operating Expenses**

  0.90%   1.15%  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Net Annual Portfolio Operating Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions, your costs would be:

 

      

Class IA

Shares

  

Class IB

Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

Ariel Investments (“Ariel Investments”), 200 East Randolph Drive, Suite 2900, Chicago, Illinois 60601, is the Adviser to the Portfolio. Ariel Investments is a registered investment adviser that provides investment advisory services for registered mutual funds, institutional clients, including public and private retirement plans, union plans, foundations and endowment funds, high net worth individuals and managed accounts under wrap programs sponsored by other firms. As of December 31, 2008, Ariel Investments managed assets aggregating in excess of $4.0 billion.

 

John W. Rogers, Jr., Chairman, Chief Executive Officer and Chief Investment Officer of Ariel Investments, is the Lead Portfolio Manager for the Portfolio. As such, he makes the final investment decisions for the Portfolio. Mr. Rogers founded Ariel Investments in 1983 and has held his current positions since that time. He has more than 25 years of professional experience managing portfolios and analyzing investments.

 

Matthew F. Sauer, Senior Vice President, Investment Committee, serves as a Portfolio Manager for the Portfolio. He has served in this capacity since May 2007. He assists the Lead Portfolio Manager in managing the Portfolio. Mr. Sauer joined Ariel in May 2006. Prior to joining Ariel, Mr. Sauer was employed from 1993-2006 by Oak Value Capital Management where he served in a number of capacities, culminating in the position of Executive Vice President, Senior Portfolio Manager and Director of Research.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

 

EQ Advisors Trust   About the investment portfolios   15


Equity Portfolios (continued)

 

EQ/AXA Franklin Income Core Portfolio

 

INVESTMENT OBJECTIVE: Seeks to maximize income while maintaining prospects for capital appreciation.

 

THE INVESTMENT STRATEGY

 

The Portfolio’s assets normally are allocated between two investment managers, each of which will manage its portion of the Portfolio using a different but complementary investment strategy. One portion of the Portfolio is actively managed by an Adviser (“Active Allocated Portion”); the other portion of the Portfolio tracks the performance of a particular index (“Index Allocated Portion”). Under normal circumstances, the Active Allocated Portion consists of approximately 50% of the Portfolio’s net assets; the Index Allocated Portion will consist of approximately 50% of the Portfolio’s net assets.

 

Each of the above percentages is an asset allocation target established by AXA Equitable to achieve the Portfolio’s investment objective and may be changed by shareholder approval. Actual allocations among the distinct portions of the Portfolios may deviate from the amounts shown by up to 30% of the Portfolio’s net assets. The asset allocation range for each Portfolio is as follows: 20% to 80% in the Active Allocated Portion; and 20% to 80% in the Index Allocated Portion. Each Portion of the Portfolio may deviate temporarily from its asset allocation target for defensive purposes or as a result of appreciation or depreciation of its holdings. AXA Equitable rebalances each portion of the Portfolio as it deems appropriate. To the extent that the Portfolio takes a temporary defensive position, it may not be pursuing its investment goal.

 

Under normal circumstances, the Active Allocated Portion invests in a diversified portfolio of debt and equity securities. Debt securities include bonds, notes and debentures. Equity securities include common stocks, preferred stocks and convertible securities.

 

The Active Allocated Portion seeks income by selecting investments such as corporate, foreign and U.S. treasury bonds, as well as stocks with attractive dividend yields. In searching for growth opportunities, the Portfolio maintains the flexibility to invest in common stocks of companies from a variety of industries such as utilities, oil, gas, real estate and consumer goods.

 

The Active Allocated Portion may invest up to 100% of its total assets in debt securities that are rated below investment grade, but it is not expected that the Active Allocated Portion will invest more than 50% of its total assets in these securities. Securities below investment grade include those securities rated Ba or lower by Moody’s Investor Services, Inc. or BB or lower by Standard & Poor’s Corporation or, if unrated, securities deemed by the Adviser to be of comparable quality. Such securities are often referred to as “junk bonds.”

 

The Active Allocated Portion also may invest in investment grade fixed income securities, asset- and mortgage-backed securities and, to a limited extent, loan participations and U.S. Government securities. The Active Allocated Portion also may invest up to 25% of its assets in foreign securities, including emerging markets securities. The Active Allocated Portion generally will purchase foreign securities that are either traded in the U.S. or American Depositary Receipts. The Active Allocated Portion also may invest, to a limited extent, in illiquid securities, real estate investment trusts and derivatives.

 

In choosing investments, the Adviser to the Active Allocated Portion searches for undervalued or out-of-favor securities it believes offer current opportunities for income and significant growth in the future. The Adviser to the Active Allocated Portion performs independent analysis of debt securities being considered for the Active Allocated Portion, rather than relying principally on the ratings assigned by rating agencies. In its analysis, the Adviser to the Active Allocated Portion considers a variety of factors, including:

 

 

the experience and managerial strength of the company;

 

 

responsiveness to changes in interest rates and business conditions;

 

 

debt maturity schedules and borrowing requirements;

 

 

the company’s changing financial condition and market recognition of the changes; and

 

 

a security’s relative value based on such factors as anticipated cash flow, interest or dividend coverage, asset coverage and earnings prospects.

 

The Adviser to the Active Allocated Portion may sell a security for a variety of reasons, such as to invest in a company believed by the Adviser to offer attractive investment opportunities.

 

The Index Allocation Portion of the Portfolio seeks to track the performance of the S&P 500 Index (“S&P 500”), the Barclays Capital Aggregate U.S. Bond Index (“Aggregate Bond Index”) and the Barclays Capital U.S. High Yield Index (“High Yield Index”) with minimal tracking error. Generally, the Index Allocated Portion employs a sampling approach. The sampling approach strives to match the index characteristics without having to purchase every stock in the index. In addition, a “long/short” strategy will be used for the Index Allocated Portion of the Portfolio to adjust the fixed income weightings between investment grade and non-investment grade holdings. This strategy will be utilized on an as-needed basis.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in both fixed income and equity securities, therefore, its performance may go up or down depending on general debt and equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

   

Equity Risk

 

16   About the investment portfolios   EQ Advisors Trust


 

   

Fixed Income Risk

 

Asset-Backed Securities Risk

 

Credit Risk

 

Interest Rate Risk

 

Investment Grade Securities Risk

 

Junk Bonds and Lower Rated Securities Risk

 

Mortgage-Backed Securities Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

Emerging Markets Risk

 

   

Index-Fund Risk

 

   

Liquidity Risk

 

   

Loan Participation and Assignments Risk

 

   

Multiple Adviser Risk

 

   

Real Estate Investing Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the Portfolio’s first full calendar year of operations. The inception date for this Portfolio is September 15, 2006. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to May 1, 2009 the Portfolio had different investment strategies and consisted entirely of an actively managed portfolio of equity securities managed by a single Adviser. Following the investment strategy change, the Portfolio’s assets are managed by two investment advisers using different investment strategies. If the Portfolio had historically been managed using its current strategies, the performance of the Portfolio may have been different.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
2.50% (2007 1st Quarter)      –3.35% (2007 4th Quarter)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
2.40% (2007 1st Quarter)      –3.45% (2007 4th Quarter)

 

Average Annual Total Returns
       One Year    Since
Inception

EQ/AXA Franklin Income Core
Portfolio — Class IA Shares

           %            %

EQ/AXA Franklin Income Core
Portfolio — Class IB Shares

           %            %

S&P 500 Index†,††

           %            %

Barclays Capital U.S. Aggregate Bond Index†

           %            %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”
††   This index is the Portfolio’s primary benchmark.

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, re-invest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets, as a percentage of average daily net assets)

EQ/AXA Franklin Income Core Portfolio

  Class IA Shares   Class IB Shares

Management Fee

          %           %  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Total Annual Portfolio Operating Expenses

         %          %  

Less Fee Waiver/Expense Reimbursement*

         %          %  

Net Annual Portfolio Operating Expenses**

  1.05%   1.30%  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*  

Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in

 

EQ Advisors Trust   About the investment portfolios   17


Equity Portfolios (continued)

 

 

the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”

**   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

Franklin Advisers, Inc. (“Franklin Advisers”), One Franklin Parkway, San Mateo, CA 94403-1906, is the Adviser to the Portfolio. Franklin Advisers is a registered investment adviser with the SEC that provides investment advisory services for registered mutual funds. As of December 31, 2008, Franklin Advisers, together with its affiliates, had $        billion in assets under management.

 

The Active Allocated Portion of the Portfolio is managed by a team of dedicated professionals focused on investments in debt and equity securities. The portfolio managers of the team are Edward D. Perks, CFA and Charles B. Johnson.

 

Charles B. Johnson, Chairman and director of Franklin Resources, Inc., joined Franklin Templeton Investments in 1957 and has held his current position since that time.

 

Edward D. Perks, CFA, Senior Vice President of Franklin Global Advisers, joined Franklin Templeton Investments in 1992. He has held his current position since 2002 and has had portfolio management responsibilities for the past five years.

 

Mr. Perks has primary responsibility for the investments of the Portfolio. Subject to the general supervision of Mr. Johnson, he has final authority over all aspects of the Portfolio’s investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated management requirements. The degree to which he may perform these functions, and the nature of these functions, may change from time to time.

 

BlackRock Investment Management, LLC (“BlackRock Investment”), P.O. Box 9011, Princeton, new Jersey 08543-9011, manages the Index Allocated Portion of the Portfolio. BlackRock Investment is a registered investment adviser and a commodity pool operator organized in 1999. As of December 31, 2008, BlackRock and its affiliates had approximately $         trillion in investment company and other portfolio assets under management.

 

The Index Allocated Portion of the Portfolio is managed by [names of portfolio managers to be provided]

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

18   About the investment portfolios   EQ Advisors Trust


 

EQ/AXA Franklin Small Cap Value Core Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term total return.

 

THE INVESTMENT STRATEGY

 

The Portfolio’s assets normally are allocated between two investment managers, each of which will manage its portion of the Portfolio using a different but complementary investment strategy. One portion of the Portfolio is actively managed by an Adviser (“Active Allocated Portion”); the other portion of the Portfolio tracks the performance of a particular index (“Index Allocated Portion”). Under normal circumstances, the Active Allocated Portion consists of approximately 50% of the Portfolio’s net assets; the Index Allocated Portion will consist of approximately 50% of the Portfolio’s net assets.

 

Each of the above percentages is an asset allocation target established by AXA Equitable to achieve the Portfolio’s investment objective and may be changed by shareholder approval. Actual allocations among the distinct portions of the Portfolios may deviate from the amounts shown by up to 30% of the Portfolio’s net assets. The asset allocation range for each Portfolio is as follows: 20% to 80% in the Active Allocated Portion; and 20% to 80% in the Index Allocated Portion. Each Portion of the Portfolio may deviate temporarily from its asset allocation target for defensive purposes or as a result of appreciation or depreciation of its holdings. AXA Equitable rebalances each portion of the Portfolio as it deems appropriate. To the extent that the Portfolio takes a temporary defensive position, it may not be pursuing its investment goal.

 

Under normal circumstances, the Active Allocated Portion invests at least 80% of its net assets, plus borrowings for investment purposes, in the securities of small-capitalization companies. Small-capitalization companies are companies with market capitalizations under $3.5 billion at the time of purchase.

 

The Active Allocated Portion generally invests in equity securities that the Adviser to the Active Allocated Portion believes are currently undervalued and have potential for capital appreciation. Equity securities include common stocks, preferred stocks and convertible securities. The Adviser to the Active Allocated Portion believes that a stock price is undervalued when it is less than the price at which it would trade if the market reflected all factors relating to the company’s worth.

 

The Active Allocated Portion generally invests in securities of U.S. companies but may invest up to 15% of its total assets in securities of foreign companies, including depositary receipts. The Active Allocated Portion also may invest, to a limited extent, in derivatives and illiquid securities and also may invest in securities of mid-capitalization companies and U.S. Government securities.

 

The Adviser to the Active Allocated Portion employs a bottom-up stock selection process. In selecting investments for the Portfolio, the Adviser to the Active Allocated Portion focuses on companies that have one or more of the following characteristics:

 

 

stock prices that are low relative to current, historical or future earnings, book value, cash flow or sales — all relative to the market, a company’s industry or a company’s earnings history;

 

 

recent sharp price declines but the potential for good long-term earnings prospects in the opinion of the Adviser; or

 

 

valuable intangibles not reflected in the stock price, such as franchises, distribution networks or market share for particular products or services, underused or understated assets or cash, or patents and trademarks.

 

The Adviser to the Active Allocated Portion may consider a company to be undervalued in the marketplace relative to its underlying asset value because of overreaction by investors to unfavorable news about a company, an industry or stock market in general, or as a result of a market decline, poor economic conditions, tax-loss selling, or actual or anticipated unfavorable developments affecting a company. This may include companies that are attempting to recover from business set-backs, adverse events or cyclical downturns. In choosing investments, the Adviser to the Active Allocated Portion also may consider other factors such as income, company buy-backs and insider purchases and sales. The Adviser to the Active Allocated Portion may sell a security for a variety of reasons, such as to invest in a company believed by the Adviser to the Active Allocated Portion to offer attractive investment opportunities.

 

The Index Allocation Portion of the Portfolio seeks to track the performance of the Russell 2000 Index (“Russell 2000”) with minimal tracking error. Generally, the Index Allocated Portion employs full replication, holding each company in proportion to its market capitalization weight in the Russell 2000, although in certain instances a sampling approach may be utilized for a small portion of the Index Allocated Portion. The sampling approach strives to match the index characteristics without having to purchase every stock in the index.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests primarily in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Equity Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

   

Index-Fund Risk

 

   

Liquidity Risk

 

   

Multiple Adviser Risk

 

   

Small-Cap and Mid Cap Companies Risk

 

   

Value Investing Risk

 

EQ Advisors Trust   About the investment portfolios   19


Equity Portfolios (continued)

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the Portfolio’s first full calendar year of operations. The inception date for this Portfolio is September 15, 2006. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to May 1, 2009 the Portfolio had different investment strategies and consisted entirely of an actively managed portfolio of equity securities managed by a single Adviser. Following the investment strategy change, the Portfolio’s assets are managed by two investment advisers using different investment strategies. If the Portfolio had historically been managed using its current strategies, the performance of the Portfolio may have been different.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
5.88% (2007 2nd Quarter)      –9.80% (2007 4th Quarter)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
5.79% (2007 2nd Quarter)      –9.88% (2007 4th Quarter)

 

Average Annual Total Returns
       One Year    Since
Inception

EQ/AXA Franklin Small Cap Value Core
Portfolio — Class IA Shares

           %            %

EQ/AXA Franklin Small Cap Value Core
Portfolio — Class IB Shares

           %            %

Russell 2500 Value Index†

           %            %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets, as a percentage of average daily net assets)

EQ/AXA Franklin Small Cap Value Core Portfolio

  Class IA Shares   Class IB Shares

Management Fee

          %             %  

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

        %         %

Total Annual Portfolio Operating Expenses

        %         %

Less Fee Waiver/Expense Reimbursement*

          %             %  

Net Annual Portfolio Operating Expenses**

  1.05%   1.30%
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

20   About the investment portfolios   EQ Advisors Trust


 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

Franklin Advisory Services, LLC (“Franklin”), One Parker Plaza, Ninth Floor, Fort Lee, New Jersey 07024, is the Adviser to the Portfolio. Franklin is a registered investment adviser with the SEC that provides investment advisory services for registered mutual funds. As of December 31, 2008, Franklin, together with its affiliates, had $        billion in assets under management.

 

The Active Allocated Portion of the Portfolio is managed by a team of dedicated professionals focused on investments in equity securities. The portfolio managers have responsibility for the day-to-day management of the Portfolio and operate as a team to develop ideas and implement investment strategy for the Portfolio. The portfolio managers for the Portfolio are William J. Lippman, Bruce C. Baughman, CPA, Margaret McGee, Y. Dogan Sahin and Donald G. Taylor, CPA.

 

William J. Lippman, President of Franklin, joined Franklin Templeton Investments in 1988 and has held his current position since that time. Mr. Lippman has primary responsibility for the investments of the Portfolio. He has final authority over all aspects of the Portfolio’s investments, including but not limited to, purchases and sales of individual securities. The degree to which he may perform these functions, and the nature of these functions, may change from time to time.

 

Bruce C. Baughman, CPA, Senior Vice President of Franklin, joined Franklin Templeton Investments in 1988 and has held his current position since that time. Mr. Baughman is a portfolio manager for the Portfolio, providing research and advice on the purchases and sales of individual securities.

 

Margaret McGee, Vice President of Franklin, joined Franklin Templeton Investments in 1988. She has held her current position since 1997. Ms. McGee is a portfolio manager for the Portfolio, providing research and advice on the purchases and sales of individual securities.

 

Y. Dogan Sahin, CFA , Portfolio Manager/Research Analyst of Franklin, joined Franklin Templeton Investments in 2001 as a research analyst. Mr. Sahin is a portfolio manager for the Portfolio, providing research and advice on the purchases and sales of individual securities.

 

Donald G. Taylor, CPA, Senior Vice President of Franklin, joined Franklin Templeton Investments in 1996 and has held his current position since that time. Mr. Taylor is a portfolio manager for the Portfolio, providing research and advice on the purchases and sales of individual securities.

 

BlackRock Investment Management, LLC (“BlackRock Investment”), P.O. Box 9011, Princeton, new Jersey 08543-9011, manages the Index Allocated Portion of the Portfolio. BlackRock Investment is a registered investment adviser and a commodity pool operator organized in 1999. As of December 31, 2008, BlackRock and its affiliates had approximately $         trillion in investment company and other portfolio assets under management.

 

The Index Allocated Portion of the Portfolio is managed by [names of portfolio managers to be provided]

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   21


Equity Portfolios (continued)

 

EQ/AXA Mutual Shares Core Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve capital appreciation, which may occasionally be short-term, and secondarily, income.

 

THE INVESTMENT STRATEGY

 

The Portfolio’s assets normally are allocated between two investment managers, each of which will manage its portion of the Portfolio using a different but complementary investment strategy. One portion of the Portfolio is actively managed by an Adviser (“Active Allocated Portion”); the other portion of the Portfolio tracks the performance of a particular index (“Index Allocated Portion”). Under normal circumstances, the Active Allocated Portion consists of approximately 50% of the Portfolio’s net assets; the Index Allocated Portion will consist of approximately 50% of the Portfolio’s net assets.

 

Each of the above percentages is an asset allocation target established by AXA Equitable to achieve the Portfolio’s investment objective and may be changed by shareholder approval. Actual allocations among the distinct portions of the Portfolios may deviate from the amounts shown by up to 30% of the Portfolio’s net assets. The asset allocation range for each Portfolio is as follows: 20% to 80% in the Active Allocated Portion; and 20% to 80% in the Index Allocated Portion. Each Portion of the Portfolio may deviate temporarily from its asset allocation target for defensive purposes or as a result of appreciation or depreciation of its holdings. AXA Equitable rebalances each portion of the Portfolio as it deems appropriate. To the extent that the Portfolio takes a temporary defensive position, it may not be pursuing its investment goal.

 

Under normal circumstances, the Active Allocated Portion Portfolio invests mainly in equity securities (including securities convertible into, or that the Adviser to the Active Allocated Portion expects to be exchanged for, common or preferred stocks) of U.S. and foreign companies that the Adviser to the Active Allocated Portion believes are undervalued. The Active Allocated Portion invests predominantly in companies with market capitalization greater than $5 billion at the time of investment, but it may invest a significant portion of its assets in smaller companies as well.

 

The Active Allocated Portion intends to invest up to 35% of its assets in foreign securities, including securities of companies in emerging markets and depositary receipts. In addition, from time to time, the Active Allocated Portion may invest, to a limited extent, in derivatives and may use forward foreign currency exchange contracts to hedge against currency risks when the Adviser to the Active Allocated Portion believes it would be advantageous to the Active Allocated Portion to do so. The Active Allocated Portion also may invest up to 15% of its net assets in securities with a limited trading market. The Active Allocated Portion may invest, to a limited extent, in real estate investment trusts and the securities of other investment companies.

 

The Active Allocated Portion invests primarily in securities that the Adviser to the Active Allocated Portion believes are trading at a discount to their intrinsic value. To a lesser extent, the Active Allocated Portion also invests in risk arbitrage securities (securities of companies involved in restructuring or that the Adviser to the Active Allocated Portion believes are cheap relative to an economically equivalent security of the same or another company) and securities of distressed companies that are, or are about to be, involved in reorganizations, financial restructurings or bankruptcy. While the Active Allocated Portion generally purchases securities for investment purposes, the Adviser to the Active Allocated Portion also may seek to influence or control management, or invest in other companies that do so, when the Adviser to the Active Allocated Portion believes the Active Allocated Portion may benefit.

 

When engaging in an arbitrage strategy, the Active Allocated Portion typically buys one security while at the same time selling short another security. The Active Allocated Portion generally engages in an arbitrage strategy in connection with an announced corporate restructuring, such as a merger, acquisition or tender offer, or other corporate action or event. The Active Allocated Portion’s investments in distressed companies typically involve the purchase of bank debt, lower-rated or defaulted debt securities, comparable unrated debt securities or other indebtedness (or participations in the indebtedness) of such companies (sometimes referred to as “junk bonds”). The Active Allocated Portion generally makes such investments to achieve capital appreciation, rather than to seek income.

 

The Adviser to the Active Allocated Portion employs a research driven, fundamental value strategy. In choosing equity investments, the Adviser to the Active Allocated Portion focuses on the market price of a company’s securities relative to the Adviser to the Active Allocated Portion’s own evaluation of the company’s asset value, including an analysis of book value, cash flow potential, long-term earnings and multiples of earnings. Similarly, debt securities and other indebtedness, including loan participations, are generally selected based on the Adviser to the Active Allocated Portion’s own analysis of the security’s intrinsic value rather than coupon rate or rating of the security.

 

The Adviser to the Active Allocated Portion may keep a portion, which may be significant at times, of the Active Allocated Portion’s assets in cash or invested in high-quality short-term money market instruments, corporate debt, or direct or indirect U.S. and non-U.S. government and agency obligations, when it believes that insufficient investment opportunities meeting the Portfolio Active Allocated Portion’s investment criteria exist or that it may otherwise be necessary to maintain liquidity. The Adviser to the Active Allocated Portion may sell a security for a variety of reasons, such as to invest in a company believed by the Adviser to offer superior investment opportunities.

 

The Index Allocation Portion of the Portfolio seeks to track the performance of the S&P 500 Index (“S&P 500”) with minimal tracking error. Generally, the Index Allocated Portion employs full replication, holding

 

22   About the investment portfolios   EQ Advisors Trust


 

each company in proportion to its market capitalization weight in the S&P 500, although in certain instances a sampling approach may be utilized for a small portion of the Index Allocated Portion. The sampling approach strives to match the index characteristics without having to purchase every stock in the index.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Derivatives Risk

 

   

Distressed Companies Risk

 

   

Equity Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

Emerging Markets Risk

 

   

Fixed Income Risk

 

Credit Risk

 

Interest Rate Risk

 

Junk Bonds and Lower Rated Securities Risk

 

   

Index-Fund Risk

 

   

Investment Company Securities Risk

 

   

Large-Cap Company Risk

 

   

Liquidity Risk

 

   

Multiple Adviser Risk

 

   

Real Estate Investing Risk

 

   

Small-Cap and Mid-Cap Company Risk

 

   

Special Situations Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the Portfolio’s first full calendar year of operations. The inception date for this Portfolio is September 15, 2006. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to May 1, 2009 the Portfolio had different investment strategies and consisted entirely of an actively managed portfolio of equity securities managed by a single Adviser. Following the investment strategy change, the Portfolio’s assets are managed by two investment advisers using different investment strategies. If the Portfolio had historically been managed using its current strategies, the performance of the Portfolio may have been different. In addition, the Portfolio was advised by a different Adviser prior to May 1, 2009.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
5.62% (2007 2nd Quarter)      –3.68% (2007 3rd Quarter)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
5.54% (2007 2nd Quarter)      –3.69% (2007 3rd Quarter)

 

Average Annual Total Returns
       One Year    Since
Inception

EQ/AXA Mutual Shares Core Portfolio —Class IA Shares

           %            %

EQ/AXA Mutual Shares Core Portfolio — Class IB Shares

   %    %

S&P 500 Index†

   %    %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, re-invest dividends or exchange into other Portfolios.

 

EQ Advisors Trust   About the investment portfolios   23


Equity Portfolios (continued)

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets, as a percentage of average daily net assets)

EQ/AXA Mutual Shares Core Portfolio

  Class IA Shares   Class IB Shares

Management Fee

         %         %

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

         %         %

Total Annual Portfolio Operating Expenses

         %         %

Less Fee Waiver/Expense Reimbursement*

         %         %

Net Annual Portfolio Operating Expenses**

  1.05%   1.30%
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $                 $             

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

Franklin Mutual Advisers, LLC (“Franklin Mutual”), 101 John F. Kennedy Parkway, Short Hills, New Jersey 07078, is the Adviser to the Portfolio. Franklin Mutual is a registered investment adviser with the SEC that provides investment advisory services for registered mutual funds. As of December 31, 2008, Franklin Mutual, together with its affiliates, had $         billion in assets under management.

 

The following individuals are jointly responsible for the day-to-day management of the Active Allocated Portion of the Portfolio. The portfolio managers for the Active Allocated Portion of the Portfolio have primary responsibility for the investments of the Portfolio and have final authority over all aspects of the Portfolio’s investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in accordance with anticipated management requirements. The degree to which a portfolio manager may perform these functions, and the nature of these functions, may change from time to time. The assistant portfolio manager provides research and advice on the purchases and sales of individual securities and portfolio risk assessment. Mr. Langerman and Mr. Segal are co-managers for the Portfolio and Ms. Turner is assistant portfolio manager for the Portfolio.

 

Peter A. Langerman, Chairman, President and Chief Executive Officer of Franklin Mutual, rejoined Franklin Templeton Investments in 2005. He originally joined Franklin Templeton Investments in 1996, serving in various capacities, including President and Chief Executive Officer of Franklin Mutual and portfolio manager, before leaving in 2002 and serving as director of New Jersey’s Division of Investment, overseeing employee pension funds.

 

F. David Segal, CFA, Portfolio Manager of Franklin Mutual, joined Franklin Templeton Investments in 2002 and has held his current position since that time.

 

Deborah A. Turner, CFA, Portfolio Manager of Franklin Mutual, joined Franklin Templeton Investments in 1996 and has held her current position since that time.

 

BlackRock Investment Management, LLC (“BlackRock Investment”), P.O. Box 9011, Princeton, new Jersey 08543-9011, manages the Index Allocated Portion of the Portfolio. BlackRock Investment is a registered investment adviser and a commodity pool operator organized in 1999. As of December 31, 2008, BlackRock and its affiliates had approximately $         trillion in investment company and other portfolio assets under management.

 

The Index Allocated Portion of the Portfolio is managed by [names of portfolio managers to be provided]

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

24   About the investment portfolios   EQ Advisors Trust


 

EQ/AXA Templeton Growth Core Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term capital growth.

 

THE INVESTMENT STRATEGY

 

The Portfolio’s assets normally are allocated between two investment managers, each of which will manage its portion of the Portfolio using a different but complementary investment strategy. One portion of the Portfolio is actively managed by an Adviser (“Active Allocated Portion”); the other portion of the Portfolio tracks the performance of a particular index (“Index Allocated Portion”). Under normal circumstances, the Active Allocated Portion consists of approximately 50% of the Portfolio’s net assets; the Index Allocated Portion will consist of approximately 50% of the Portfolio’s net assets.

 

Each of the above percentages is an asset allocation target established by AXA Equitable to achieve the Portfolio’s investment objective and may be changed by shareholder approval. Actual allocations among the distinct portions of the Portfolios may deviate from the amounts shown by up to 30% of the Portfolio’s net assets. The asset allocation range for each Portfolio is as follows: 20% to 80% in the Active Allocated Portion; and 20% to 80% in the Index Allocated Portion. Each Portion of the Portfolio may deviate temporarily from its asset allocation target for defensive purposes or as a result of appreciation or depreciation of its holdings. AXA Equitable rebalances each portion of the Portfolio as it deems appropriate. To the extent that the Portfolio takes a temporary defensive position, it may not be pursuing its investment goal.

 

Under normal circumstances, the Active Allocated Portion invests primarily in the equity securities of companies located anywhere in the world, including emerging markets. Equity securities include common stocks, preferred stocks and convertible securities. The Active Allocated Portion may invest in securities in any capitalization range, but may only invest to a limited extent in securities issued by small capitalization companies. The Active Allocated Portion also may invest, to a limited extent, in depositary receipts.

 

The Active Allocated Portion may invest up to 25% of its total assets in debt securities of companies and governments located anywhere in the world. Debt securities include bonds, notes and debentures.

 

The Active Allocated Portion may invest, to a limited extent, in derivatives and may use various derivative strategies seeking to protect its assets, implement a cash or tax management strategy or enhance its returns. No more than 5% of the Active Allocated Portion’s total assets may be invested in, or exposed to, options and swap agreements (as measured at the time of investment). The Adviser to the Active Allocated Portion considers various factors, such as availability and cost, in deciding whether to use a particular strategy. The Active Allocated Portion also may invest, to a limited extent, in real estate investment trusts.

 

When choosing equity investments for the Active Allocated Portion, the Adviser to the Active Allocated Portion applies a bottom-up, value-oriented, long-term approach, focusing on the market price of a company’s securities relative to the Adviser to the Active Allocated Portion’s evaluation of the company’s long-term earnings, asset value and cash flow potential. The Adviser to the Active Allocated Portion also considers a company’s price to earnings ratio, price to cash flow ratio, profit margins and liquidation value. The Adviser to the Active Allocated Portion may sell a security for a variety of reasons, such as to invest in a company believed by the Adviser to the Active Allocated Portion to offer superior investment opportunities.

 

The Index Allocation Portion of the Portfolio seeks to track the performance of the S&P 500 Index (“S&P 500”) and the Morgan Stanley Capital International EAFE Index (“MSCI EAFE”) with minimal tracking error. Generally, the Index Allocated Portion employs full replication, holding each company in its proportion to its market capitalization weight in the S&P 500 or the MSCI EAFE, although in certain instances a sampling approach may be utilized for a small portion of the Index Allocated Portion. The sampling approach strives to match the index characteristics without having to purchase every stock in the index.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests primarily in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

Emerging Markets Risk

 

   

Fixed Income Risk

 

Credit Risk

 

Interest Rate Risk

 

   

Index-Fund Risk

 

   

Large-Cap Company Risk

 

   

Multiple Adviser Risk

 

   

Real Estate Investing Risk

 

   

Small-Cap and Mid-Cap Company Risk

 

   

Value Investing Risk

 

EQ Advisors Trust   About the investment portfolios   25


Equity Portfolios (continued)

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the Portfolio’s first full calendar year of operations. The inception date for this Portfolio is September 15, 2006. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to May 1, 2009 the Portfolio had different investment strategies and consisted entirely of an actively managed portfolio of equity securities managed by a single Adviser. Following the investment strategy change, the Portfolio’s assets are managed by two investment advisers using different investment strategies. If the Portfolio had historically been managed using its current strategies, the performance of the Portfolio may have been different. In addition, the Portfolio was advised by a different Adviser prior to May 1, 2009.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
6.33% (2007 2nd Quarter)      –3.20% (2007 4th Quarter)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
6.15% (2007 2nd Quarter)      –3.29% (2007 4th Quarter)

 

Average Annual Total Returns
       One Year      Since
Inception

EQ/AXA Templeton Growth Core
Portfolio — Class IA Shares

         %            %

EQ/AXA Templeton Growth Core
Portfolio — Class IB Shares

   %      %

MSCI World Index†

   %      %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, re-invest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets, as a percentage of average daily net assets)

EQ/AXA Templeton Growth Core Portfolio

  Class IA Shares   Class IB Shares

Management Fee

        %         %

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

        %         %

Total Annual Portfolio Operating Expenses

        %         %

Less Fee Waiver/Expense Reimbursement*

        %         %

Net Annual Portfolio Operating Expenses**

  1.10%   1.35%
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example

 

26   About the investment portfolios   EQ Advisors Trust


 

does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

Templeton Global Advisors Limited (“Templeton”), Lyford Cay, Nassau, Bahamas, is the Adviser to the Portfolio. Templeton is a registered investment adviser with the SEC that provides investment advisory services for registered mutual funds. As of December 31, 2008, Templeton, together with its affiliates, had $         billion in assets under management.

 

The Active Allocated Portion of the Portfolio is managed by a team of dedicated professionals focused on investments in equity securities. The portfolio managers of the team include Cindy Sweeting, CFA, Tucker Scott, CFA and Lisa F. Myers, CFA.

 

Cindy Sweeting, CFA, President of Templeton and Director of Portfolio Management of Templeton, has primary responsibility for the investments of the Portfolio. She has held her current position since January 2008. Prior to that time, Ms. Sweeting was Director of Research of the Templeton Global Equity Group. Ms. Sweeting has over 25 years of experience in the investment industry.

 

Tucker Scott, CFA , Executive Vice President and Portfolio Manager of Templeton, he has been a portfolio manager of the Portfolio since October 2007. Mr. Scott joined Franklin Templeton in 1996 and currently has portfolio management responsibility for retail and institutional accounts. Mr. Scott has had portfolio management responsibilities since 1999.

 

Lisa F. Myers, CFA, Executive Vice President of Templeton, provides research and advice on the purchases and sales of individual securities, and portfolio risk assessment. She has held her current position since 2003 and has had portfolio management responsibilities since 2002.

 

BlackRock Investment Management, LLC (“BlackRock Investment”), P.O. Box 9011, Princeton, new Jersey 08543-9011, manages the Index Allocated Portion of the Portfolio. BlackRock Investment is a registered investment adviser and a commodity pool operator organized in 1999. As of December 31, 2008, BlackRock and its affiliates had approximately $         trillion in investment company and other portfolio assets under management.

 

The Index Allocated Portion of the Portfolio is managed by [names of portfolio managers to be provided]

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   27


Equity Portfolios (continued)

 

EQ/AXA Rosenberg Value Long/Short Equity Portfolio

 

INVESTMENT OBJECTIVE: Seeks to increase value through bull markets and bear markets using strategies that are designed to limit exposure to general equity market risk.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities. The Portfolio invests primarily in stocks of small- and mid-capitalization companies, but also may invest in stocks of large-capitalization companies. For purposes of this Portfolio, small- and mid-capitalization companies are companies with market capitalization of $10 billion or less at the time of investment.

 

The Portfolio attempts to achieve its objective by taking long positions in stocks of companies within certain capitalization ranges (as noted above) principally traded in U.S. markets that the Adviser has identified as undervalued and short positions in such stocks that it has identified as overvalued. When the Adviser believes that a security is undervalued relative to its peers, it may buy the security for the Portfolio’s long portfolio. When the Adviser believes that a security is overvalued relative to its peers, the Adviser may sell the security short by borrowing it from a third party and selling it at the then-current market price.

 

The Portfolio may purchase shares of exchange traded funds (“ETFs”), to a limited extent, to gain exposure to a particular portion of the market while awaiting an opportunity to purchase securities directly. The Portfolio may invest in real estate investment trusts and may also borrow money for leveraging purposes. The Portfolio also may engage in active and frequent trading.

 

The Adviser employs an investment strategy that is designed to maintain approximately equal dollar amounts invested in long and short positions on a continual basis. By taking long and short positions in different stocks, the Adviser attempts to limit the effect of general stock market movements on its performance. The Adviser will determine the size of each long or short position by analyzing the tradeoff between the attractiveness of each position and its impact on the risk characteristics of the overall portfolio.

 

The Adviser employs a bottom-up approach to investing by evaluating the financial characteristics of individual stocks rather than forecasting the trends in markets, investment styles or sectors. The Adviser seeks to construct a diversified portfolio that has, in addition to limited exposure to certain risks, including the risks surrounding investments in the U.S. equity market generally, near neutral exposure to the risks associated with specific industries and specific capitalizations.

 

The Adviser seeks to identify mispriced stocks across industries, by analyzing a company’s fundamental data through two stock selection models used to evaluate its universe of stocks. Its valuation model estimates the fair value for each company in its database by assessing various fundamental data such as company financial statistics. The earnings forecast model estimates year-ahead earnings by analyzing fundamental data and investor sentiment data such as analysts’ earnings estimates and broker buy/sell recommendations. The Adviser compares companies operating in similar businesses to identify those believed to be undervalued in relation to their peers, putting together the value and earnings forecast views to gain an overall perspective on the attractiveness of each stock.

 

In addition to considering the Portfolio’s industry weightings and risks associated with specific individual stock selections, the Adviser attempts to moderate the value investing style of the Portfolio by applying a quantitative risk-control and portfolio optimization process. The Adviser may sell a security for a variety of reasons, such as to invest in a company believed by the Adviser to offer superior investment opportunities.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests primarily in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Equity Risk

 

   

Exchange Traded Funds Risk

 

   

Large-Cap Company Risk

 

   

Leveraging Risk

 

   

Portfolio Turnover Risk

 

   

Real Estate Investing Risk

 

   

Short Sales Risk

 

   

Small- and Mid-Cap Companies Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one-year, five years and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index that minimizes the affect of equity securities. Past performance is not an indication of future performance.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (Laudus Rosenberg VIT Value Long/Short Equity Fund, a series of Laudus Variable Insurance

 

28   About the investment portfolios   EQ Advisors Trust


 

Trust) advised by the same Adviser using a substantially similar investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor to the Laudus Rosenberg VIT Value Long/Short Equity Fund whose inception date is May 1, 2003, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on November 17, 2006 in exchange for Class IB shares of the Portfolio) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
6.31% (2005 1st Quarter)      –3.78% (2006 3rd Quarter)
*   For periods prior to the date Class IA shares commenced operations (June 15, 2007) performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay 12b-1 fees.

 

Calendar Year Total Returns — Class IB*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
6.31% (2005 1st Quarter)      –3.78% (2006 3rd Quarter)

 

Average Annual Total Returns*          
       One Year    Five Years    Since
Inception

EQ/AXA Rosenberg Value Long/Short Equity Portfolio — Class IA shares

           %            %            %

EQ/AXA Rosenberg Value Long/Short Equity Portfolio — Class IB shares

           %            %            %

Merrill Lynch 3-Month U.S. Treasury Bill Index**

           %            %            %
*   Performance information shown for periods prior to the date the predecessor portfolio transferred its assets to the Portfolio (November 17, 2006) is the performance of the predecessor, which had one class of outstanding shares. The predecessor portfolio’s performance reflects the fees and expenses (including Rule 12b-1 fees) incurred by the predecessor portfolio. The Portfolio is subject to its own fees and expenses. Class IB shares of the Portfolio are subject to a Rule 12b-1 fee. Class IA shares do not pay any Rule 12b-1 fees.
**   For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets, as a percentage of average daily net assets)

EQ/AXA Rosenberg Value Long/Short Equity Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  1.40%   1.40%  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Total Annual Portfolio Operating Expenses

         %          %  

Less Fee Waiver/Expense Reimbursement*

         %          %  

Net Annual Portfolio Operating Expenses

         %          %  

Dividend Expenses on Securities Sold Short

         %          %  

Net Expenses**

         %          %  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests, dividends and interest on securities sold short and extraordinary expenses) do not exceed 1.74% for Class IA shares and 1.99% for Class IB shares. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the

 

EQ Advisors Trust   About the investment portfolios   29


Equity Portfolios (continued)

 

Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

AXA Rosenberg Investment Management LLC (“AXA Rosenberg”), 4 Orinda Way, Building E, Orinda, CA 94563, is the Adviser to the Portfolio. AXA Rosenberg provides advisory services to institutional investors and mutual funds. As of December 31, 2008, AXA Rosenberg had $         billion in assets under management.

 

Investment decisions arise from AXA Rosenberg’s automatic expert system processing which combines proprietary software programs and comprehensive databases to replicate the decisions financial experts might make in a perfect world. A team of personnel employed by AXA Rosenberg is jointly responsible for monitoring the recommendations for all accounts that are generated by the investment model and for the day-to-day operations of the accounts.

 

Dr. William Ricks oversees and is primarily responsible for the day-to-day management of the Portfolio and is the Chief Executive Officer and Chief Investment Officer of AXA Rosenberg. Dr. Ricks has held these positions since 1998. He joined AXA Rosenberg’s predecessor in 1989. He is responsible for overseeing the implementation of AXA Rosenberg’s investment strategies, which are primarily driven by stock selection and portfolio construction models. To that end, he has overall responsibility for the various aspects of AXA Rosenberg’s investment process, including trading, operations, portfolio engineering and portfolio construction.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

30   About the investment portfolios   EQ Advisors Trust


 

EQ/BlackRock Basic Value Equity Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve capital appreciation and secondarily, income.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities. The Portfolio invests primarily in equity securities that the Adviser believes are undervalued and therefore represent basic investment value. The Adviser places particular emphasis on companies with below-average price/earnings ratios that may pay above-average dividends. The Adviser may also determine a company is undervalued if its stock price is down because of temporary factors from which the Adviser believes the company will recover. The Portfolio focuses its investments on companies with market capitalization over $5 billion.

 

The Adviser believes that favorable changes in market prices are more likely to occur when:

 

 

stocks are out of favor;

 

 

company earnings are depressed;

 

 

price/earnings ratios are relatively low;

 

 

investment expectations are limited; and/or

 

 

there is no general interest in a security or industry.

 

On the other hand, the Adviser believes that negative developments are more likely to occur when:

 

 

investment expectations are generally high;

 

 

stock prices are advancing or have advanced rapidly;

 

 

price/earnings ratios have been inflated; and/or

 

 

an industry or security continues to become popular among investors.

 

The Adviser believes that stocks with relatively high price/earnings ratios are more vulnerable to price declines from unexpected adverse developments. At the same time, stocks with relatively low price/earnings ratios are more likely to benefit from favorable but generally unanticipated events. Thus, the Portfolio may invest a large part of its net assets in stocks that have weak research ratings.

 

The Portfolio may sell a security if, for example, the stock price increases to the high end of the range of its historical price-book value ratio or if the Portfolio determines that the issuer no longer meets the criteria the Adviser has established for the purchase of such securities or if the Adviser thinks there is a more attractive investment opportunity in the same category. The Portfolio also may invest, up to 25% of its total assets, in securities issued by foreign companies.

 

The Portfolio has no minimum holding period for investments, and will buy or sell securities whenever the Portfolio’s management sees an appropriate opportunity.

 

The Portfolio may, to a limited extent, use derivatives to hedge its portfolio against market and currency risks or to gain exposure to equity markets.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

   

Large-Cap Company Risk

 

   

Mid-Cap Company Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for the Portfolio is May 1, 1997. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance. This may be particularly true for this Portfolio because a different Adviser advised the Portfolio prior to October 1, 2006.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
18.10% (2003 2nd Quarter)      –20.46% (2002 3rd Quarter)
*   For periods prior to the date Class IA Shares commenced operations (October 2, 2002) performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay 12b-1 fees.

 

EQ Advisors Trust   About the investment portfolios   31


Equity Portfolios (continued)

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
18.08% (2003 2nd Quarter)      –20.46% (2002 3rd Quarter)

 

Average Annual Total Returns  
       One Year    Five Years      Ten Years  

EQ/BlackRock Basic Value Equity Portfolio — Class IA Shares**

           %            %              %  

EQ/BlackRock Basic Value Equity Portfolio — Class IB Shares

           %            %              %  

Russell 1000 Value Index†

           %            %              %  
**   For periods prior to the date Class IA Shares commenced operations (October 2, 2002) performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)
   

EQ/BlackRock Basic Value Equity Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.55%   0.55%  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Total Annual Portfolio Operating Expenses*

         %          %  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Total Portfolio Annual Operating Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

BlackRock Investment Management, LLC (“BlackRock Investment”), P.O. Box 9011, Princeton, New Jersey 08543-9011. BlackRock Investment is a registered investment adviser and a commodity pool operator organized in 1999. As of December 31, 2008, BlackRock Investment and its affiliates had approximately $        trillion in investment company and other portfolio assets under management.

 

Kevin Rendino and Kurt Schansinger are the co-portfolio managers of the Portfolio, and are jointly and primarily responsible for the day-to-day management of the Portfolio. Each is responsible for the selecting the Portfolio’s investments. Carrie King is an associate portfolio manager for the Portfolio. Mr. Rendino has been a Managing Director of and Portfolio Manager with BlackRock since 2006. He was a Managing Director of Merrill Lynch Investment Managers (“MLIM”) from 1997 to 2006. Mr. Schansinger has been a Managing Director of and Portfolio Manager with BlackRock since 2006. He was a Managing Director of MLIM from 1997 to 2006. Ms. King has been a Director of BlackRock since 2006. She was a Director of MLIM from [            ] to 2006 and a Vice President thereof since [            ].

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

32   About the investment portfolios   EQ Advisors Trust


 

EQ/BlackRock International Value Portfolio

 

INVESTMENT OBJECTIVE: Seeks to provide current income and long-term growth of income, accompanied by growth of capital.

 

THE INVESTMENT STRATEGY

 

The Portfolio invests primarily in securities of companies located in the developed foreign markets. The Portfolio invests in at least ten foreign markets to seek to ensure diversification. Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in stocks that pay dividends. However, income producing stocks that meet the Portfolio’s investment criteria may not be widely available and/or may be concentrated in only a few markets, which may limit the Portfolio’s ability to purchase. Such equity securities normally include common stocks, preferred stocks, depositary receipts securities convertible into common or preferred stocks and warrants. The countries in which the Portfolio may invest include emerging market countries.

 

The Portfolio considers the following to be issuers of securities located in a country other than the U.S.:

 

 

companies organized under the laws of a country other than the U.S. with a principal office outside the U.S.;

 

 

companies that earn 50% or more of their total revenues from business outside the U.S.;

 

 

companies with 50% or more of their assets located in a country outside of the U.S.; and

 

 

companies whose securities are principally traded in foreign markets.

 

The Portfolio may, to a limited extent, engage in a variety of transactions using derivatives, such as futures, options, warrants, and forward and swap contracts on both securities and currencies.

 

The Portfolio may invest in any type of company and may invest in companies of any size. In investing the Portfolio’s assets, the Adviser follows a value investing style, focusing on the stocks that the Adviser believes are currently undervalued by the market and thus have a lower price than their true worth. Typical value characteristics include a low price-to-earnings ratio relative to the market and other intrinsic characteristics, a high yield relative to the market and a low price-to-book ratio relative to the market. Stocks may be “undervalued” because they are part of an industry that is out of favor with investors generally. Stocks may also be undervalued because investors fail to research the company’s assets or business prospects in sufficient detail. Even in those industries, individual companies may have high rates of earnings growth and be financially sound. At the same time, the price of their common stock may be depressed because investors associate the companies with their industries. The Adviser may sell a security for a variety of reasons, including to invest in a company believed to offer superior investment opportunities.

 

The Portfolio may invest in the securities of non-U.S. issuers in the form of American Depositary Receipts (“ADRs”), European Depositary Receipts (“EDRs”), Global Depositary Receipts (“GDRs”) or other securities convertible into securities of non-U.S. issuers. These securities may not necessarily be denominated in the same currency as the securities into which they may be converted.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

Emerging Markets Risk

 

   

Large-Cap Company Risk

 

   

Small-Cap and Mid-Cap Company Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for the Portfolio is May 1, 1997. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance. This may be particularly true for this portfolio because a different Adviser advised the Portfolio prior to October 1, 2006.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

EQ Advisors Trust   About the investment portfolios   33


Equity Portfolios (continued)

 

Calendar Year Annual Total Returns — Class IA*

LOGO

 

Best quarter: (% and time period)      Worst quarter: (% and time period)
36.26% (1999 4th Quarter)      –20.55% (2002 3rd Quarter)
*   For periods prior to the date Class IA shares commenced operations (March 25, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter: (% and time period)      Worst quarter: (% and time period)
36.26% (1999 4th Quarter)      –20.57% (2002 3rd Quarter)

 

Average Annual Total Returns
       One Year    Five Years    Ten Years

EQ/BlackRock International Value Portfolio — Class IA Shares**

           %            %            %

EQ/BlackRock International Value Portfolio — Class IB Shares

           %            %            %

MSCI EAFE Index†

           %            %            %
**   For periods prior to the date Class IA shares commenced operations (March 25, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not re flect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)

EQ/BlackRock International Value Portfolio

  Class IA Shares   Class IB Shares

Management Fee

         %          %  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Total Annual Portfolio Operating Expenses

         %          %  

Less Fee Waiver/Expense Reimbursement*

         %          %  

Net Annual Portfolio Operating Expenses**

  1.05%   1.30%  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within five years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

34   About the investment portfolios   EQ Advisors Trust


 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

BlackRock Investment Management International Limited (“BlackRock International”), 33 King William Street, London EC4R 9AS England. BlackRock International is a registered investment adviser and a commodity pool operator. As of December 31, 2008, BlackRock International and its affiliates had approximately $        trillion in investment company and other portfolio assets under management.

 

James A. MacMillan and Robert Weatherston are jointly and primarily responsible for the day-to-day management of the Portfolio and are responsible for the selection of its investments.

 

Mr. MacMillan, the Portfolio’s senior portfolio manager, has been managing the Portfolio since December 2003. He has been a Managing Director of, and Portfolio Manager with, BlackRock since October 2006. Prior thereto, he was a Managing Director of Merrill Lynch Investment Managers, L.P., (“MLIM”) since 2000.

 

Mr. Weatherston has been a portfolio manager of the Portfolio since December 2003. He has been a Director of, and Portfolio Manager with, BlackRock since October 2006. Prior thereto, he was a Director of MLIM since 2005 and was a Vice President from 1999 to 2005.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   35


Equity Portfolios (continued)

 

EQ/Boston Advisors Equity Income Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve a combination of growth and income to achieve an above-average and consistent total return.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities. The Portfolio intends to invest primarily in dividend-paying common stocks of U.S. large capitalization companies. Large capitalization companies currently are treated as those companies with market capitalization in excess of $10 billion at the time of investment. The Portfolio also may invest in equity securities of small- and mid-capitalization companies.

 

The Portfolio invests primarily in common stocks, but it may also invest in other securities that the Adviser believes provide opportunities for capital growth and income, such as preferred stocks, warrants and securities convertible into common stock. The Portfolio may invest up to 20% of its assets in foreign securities, including securities of issuers located in developed and developing economies. The Portfolio may invest in foreign issuers through depositary receipts.

 

The Adviser focuses primarily on companies that offer the potential for capital appreciation combined with an above market level of dividend income. In choosing investments, the Adviser utilizes a quantitative process to identify and evaluate companies for potential investment. The Adviser generally uses the following guidelines in constructing the portfolio: (1) each individual stock holding will pay a dividend at least annually; (2) the overall portfolio yield will be greater than the dividend yield on the S&P 500 Index; and (3) at least 80% of the stocks (measured by net assets) will pay a dividend that exceeds the dividend yield on the S&P 500 Index. The Adviser may sell a security for a variety of reasons, such as to invest in a company offering superior investment opportunities.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Equity Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

Emerging Markets Risk

 

   

Large-Cap Company Risk

 

   

Small-Cap and Mid-Cap Company Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (Enterprise Equity Income Portfolio, a series of Enterprise Accumulation Trust) advised using the same investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor to the Enterprise Equity Income Portfolio whose inception date is December 1, 1998, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on July 9, 2004) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
15.82% (2003 4th Quarter)      –17.49% (2002 3rd Quarter)
*   For periods prior to the date Class IA shares commenced operations (December 13, 2004), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

36   About the investment portfolios   EQ Advisors Trust


 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
15.82% (2003 4th Quarter)      –17.49% (2002 3rd Quarter)

 

Average Annual Total Returns  
       One Year    Five Years      Ten Years  

EQ/Boston Advisors Equity Income Portfolio — Class IA Shares**

           %            %              %  

EQ/Boston Advisors Equity Income Portfolio — Class IB Shares

           %            %              %  

Russell 1000 Value Index†

           %            %              %  
**   For periods prior to the date Class IA shares commenced operations (December 13, 2004), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risk and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)

EQ/Boston Advisors Equity Income Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.75%   0.75%

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Total Annual Portfolio Operating Expenses

         %          %  

Less Fee Waiver/Expense Reimbursement*

         %          %  

Net Annual Portfolio Operating Expenses**

  0.80%   1.05%  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions, your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

Boston Advisors, LLC (“Boston Advisors”), One Federal Street, 26th Floor, Boston, Massachusetts 02110, is the Adviser to the Portfolio. Boston Advisors and its predecessor company have been providing investment management since 1982. Total assets under management for Boston Advisors as of December 31, 2008 were $1.5 billion.

 

The management of and investment decisions for the Portfolio are made by the Institutional Portfolio Management team of Boston Advisors. Each member of the investment team serves as Portfolio Manager and Analyst and is jointly and primarily responsible for the day-to-day management of the Portfolio. The members of the Institutional Portfolio Management team who manage the Portfolio are: Michael J. Vogelzang, CFA, Douglas A. Riley, CFA, and Lisa A. Sebesta, CFA .

 

EQ Advisors Trust   About the investment portfolios   37


Equity Portfolios (continued)

 

Michael J. Vogelzang, CFA, is President and Chief Investment Officer of Boston Advisors and heads the management team for the Portfolio. Mr. Vogelzang has been President and Chief Investment Officer of Boston Advisors since 1997.

 

Douglas A. Riley, CFA, is Senior Vice President and Portfolio Manager and has been with Boston Advisors in that capacity since 2002.

 

Lisa A. Sebesta, CFA, is Senior Vice President and Portfolio Manager and has been with Boston Advisors in that capacity since 2006. Prior to that time, she was a Portfolio Manager at Batterymarch Financial Management since 2000.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

38   About the investment portfolios   EQ Advisors Trust


 

EQ/Calvert Socially Responsible Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term capital appreciation.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets in large-cap companies, which are defined as those whose market capitalization falls within the range of the S&P 500 Index that meet both investment and social criteria. The practical application of this strategy involves Calvert and Bridgeway using a rigorous and tandem two-step investment process for evaluating potential investments. Once identified as an attractive financial opportunity, a critical second evaluation of the company’s performance on a variety of social issues is performed. Calvert’s in-house Social Research Department conducts the analysis of each company’s societal impact. Financial analysis and security selection is done by Bridgeway.

 

The Portfolio invests in companies that are committed to meeting the challenges of the future with an expanded view of corporate responsibility.

 

Investment Criteria: Bridgeway’s stock selection is based on proprietary quantitative models utilizing a pre-screened universe of approved equities from Calvert. Bridgeway, a quantitative shop, uses various multi-variable quantitative models for the equity selection process. These models approach opportunities from different directions and include growth, growth at a reasonable price, value and momentum models. Bridgeway uses multiple models to seek to offset any biases that one model may provide and such models are based on publicly available financial information. Stock selection is a bottom-up approach based on the statistical models. Some top-down techniques for seeking to manage risk include maintaining appropriate sector balance and concentration, managing company level risk, eliminating non-quantifiable risk (such as from litigation) and monitoring data quality. The Adviser may sell a security for a variety of reasons, including to invest in a company believed to offer superior investment opportunities.

 

The Portfolio may invest up to 25% of its total assets in foreign securities. The Portfolio may also invest up to 15% of its net assets in illiquid securities, which are securities that cannot be readily sold because there is no active market for them.

 

The Portfolio may invest in derivative instruments, such as foreign currency contracts (up to 5% of its total assets), options on securities and indices (up to 5% of its total assets), and futures contracts (up to 5% of its net assets). The Portfolio may, to a limited extent, invest in exchange-traded stock index options and futures, which is expected to help keep the long-term average market risk of the Portfolio roughly equal to the market itself. At any one point in time, however, the Portfolio’s market exposure may be as high as 150% or as low as 50% of the market.

 

Social Criteria: The Portfolio seeks to invest in companies and other enterprises that demonstrate positive environmental, social and governance performance as they address the corporate responsibility and sustainability challenges. Calvert believes that there are long-term benefits in an investment philosophy that attaches material weight to the environment, workplace relations, human rights, indigenous peoples’ rights, community relations, and positive product and business practices, as well as corporate governance. Calvert also believes that managing risks and opportunities related to these issues can contribute positively to company as well as investment performance.

 

Calvert has developed social investment criteria for the Portfolio, detailed below. These criteria represent standards of behavior which few, if any, organizations totally satisfy. As a matter of practice, evaluation of a particular organization in the context of these criteria will involve subjective judgment by Calvert. All social criteria may be changed by Calvert’s Board of Directors without shareholder approval.

 

The Portfolio seeks to invest in companies that:

 

 

Have good environmental compliance and performance records, develop and market innovative products and services, and embrace and advance sustainable development.

 

 

Provide safe and healthy work environments; negotiate fairly with their workers; treat their employees with dignity and respect; and provide opportunities for women, minorities, and others who have been discriminated against or denied equal opportunities.

 

 

Are responsible corporate citizens abroad, as well as at home, by developing and observing appropriate human rights standards.

 

 

Respect the rights of indigenous peoples and their territories, cultures, environment and livelihood.

 

 

Produce or market products and services that are safe and enhance the health or quality of life of consumers.

 

 

Contribute to the quality of life in the communities where they operate, such as through corporate philanthropy and employee volunteerism.

 

 

Have sound corporate governance and business ethics policies and practices, including independent and diverse boards, independent auditors, respect for shareholder rights, and good legal and regulatory compliance records.

 

The Portfolio seeks to avoid investing in companies that:

 

 

Are the subject of serious labor related actions by federal, state or local regulatory agencies.

 

 

Have recent significant environmental fines or violations; are significantly responsible for environmental accidents; or own or operate nuclear power plants or have substantial contracts to supply key components in the nuclear power process.

 

 

Have serious and persistent human rights problems or directly support governments that systematically deny human rights.

 

 

Have a pattern and practice of violating the rights of indigenous peoples.

 

 

Develop genetically-modified organisms for environmental release without countervailing social benefits such as demonstrating leadership in promoting safety, labeling, protection of indigenous rights, the interests of organic farmers and the interests of developing countries generally.

 

EQ Advisors Trust   About the investment portfolios   39


Equity Portfolios (continued)

 

 

Abuse animals, cause unnecessary suffering and death of animals, or whose operations involve the exploitation or mistreatment of animals.

 

 

Manufacture tobacco products.

 

 

Manufacture, design, or sell weapons or the critical components of weapons that violate international humanitarian law; or manufacture, design, or sell inherently offensive weapons, as defined by the Treaty of Conventional Armed Forces in Europe and the UN Register on Conventional Arms, or the munitions designed for use in such inherently offensive weapons.

 

 

Are significantly involved in the manufacturer of alcoholic beverages.

 

 

Have direct involvement in gambling operations.

 

 

Have poor corporate governance or engage in harmful or unethical business practices.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

   

Large-Cap Company Risk

 

   

Liquidity Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for this Portfolio is September 1, 1999. The table shows the Portfolio’s average annual total returns for the past one year, five years and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance. This may be particularly true for this Portfolio because a different Adviser participated in the management of the Portfolio prior to June 13, 2005.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
16.47% (2001 4th Quarter)      –19.77% (2001 3rd Quarter)
*   For periods prior to the date Class IA shares commenced operations (October 2, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
16.47% (2001 4th Quarter)      –19.77% (2001 3rd Quarter)

 

Average Annual Total Returns       
       One Year      Five Years      Since
Inception

EQ/Calvert Socially Responsible Portfolio —Class IA Shares**

           %              %              %

EQ/Calvert Socially Responsible Portfolio —Class IB Shares

           %              %              %

Russell 1000 Growth Index†

           %              %              %
**   For periods prior to the date Class IA shares commenced operations (October 2, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

40   About the investment portfolios   EQ Advisors Trust


 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)

EQ/Calvert Socially Responsible Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.65%   0.65%  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Total Annual Portfolio Operating Expenses

         %          %  

Less Fee Waiver/Expense Reimbursement*

         %          %  

Net Annual Portfolio Operating Expenses**

  0.90%   1.15%  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years, of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

Calvert Asset Management Company, Inc. (“Calvert”), 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814. Calvert has been the Adviser to the Portfolio since the Portfolio commenced operations. It has been managing mutual funds since 1976. Calvert is the investment adviser for 58 mutual fund portfolios, including the nation’s largest array of sustainable and responsible mutual funds. Calvert provides the social investment research and screening of the Portfolio’s investments. As of December 31, 2008, Calvert had over $12.9 billion in assets under management.

 

Bridgeway Capital Management, Inc. (“Bridgeway”), 5615 Kirby Drive, Suite 518, Houston, Texas 77005. Bridgeway provides investment management services to investment companies, pension and profit sharing plans, corporations and individuals. Bridgeway is responsible for financial analysis and security selection with respect to the Portfolio. As of December 31, 2008, Bridgeway had over $2.8 billion in assets under management.

 

John Montgomery is primarily responsible for the day-to-day management of the Portfolio. Mr. Montgomery, who founded Bridgeway in 1993 and has served as its President since that time, has more than 15 years experience in the investment management industry and oversees the firm’s disciplined quantitative investment strategy.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   41


Equity Portfolios (continued)

 

EQ/Capital Guardian Growth Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term growth of capital.

 

THE INVESTMENT STRATEGY

 

The Adviser seeks to achieve the Portfolio’s investment objective by investing primarily in equity securities of U.S. issuers and securities whose principal markets are in the U.S., including American Depository Receipts (“ADRs”) and other U.S.-registered foreign securities. The Portfolio also may invest, to a limited extent, in foreign securities. The Portfolio normally is invested primarily in common stocks, or securities convertible or exchangeable into common stocks, of companies with market capitalization greater than $1.5 billion at the time of purchase.

 

The Adviser seeks to invest primarily in securities that at the time of purchase exhibit one or more “growth” characteristics. The “growth” characteristics include securities which exhibit a favorable rate of growth in at least one of the following categories: earnings, unit sales, revenue or cash flow. The Adviser may sell a security for a variety of reasons, including to invest in a company believed to offer superior investment opportunities.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Equity Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

   

Growth Investing Risk

 

   

Large-Cap Company Risk

 

   

Small-Cap or Mid-Cap Company Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for the Portfolio is May 1, 1997. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance. This may be particularly true for this Portfolio because a different Adviser advised the Portfolio prior to December 13, 2004.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (         Quarter)      –19.95% (2001 1st Quarter)
*   For periods prior to the date Class IA shares commenced operations (October 2, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay 12b-1 fees.

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (         Quarter)      –19.95% (2001 1st Quarter)

 

42   About the investment portfolios   EQ Advisors Trust


 

Average Annual Total Returns
       One Year    Five Years    Ten Years

EQ/Capital Guardian Growth Portfolio — Class IA Shares**

           %            %            %

EQ/Capital Guardian Growth Portfolio — Class IB Shares

           %            %            %

Russell 1000 Growth Index†

           %            %            %
**   For periods prior to the date Class IA shares commenced operations (October 2, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)

EQ/Capital Guardian Growth Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.65%   0.65%  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Acquired Fund Fees and Expenses*

         %          %  

Total Annual Portfolio Operating Expenses

         %          %  

Less Waivers/Expense Reimbursements**

         %          %  

Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses**, ***

         %          %  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   From time to time, the Portfolio may invest in shares of other investment companies. Therefore, the Portfolio will, in addition to its own expenses such as management fees, bear its pro rata share of the fees and expenses incurred by the underlying investment companies and the investment return of the Portfolio will be reduced by each underlying investment company’s expenses.
**   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed 0.70% for Class IA shares and 0.95% for Class IB shares. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within five years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
***   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

Capital Guardian Trust Company (“Capital Guardian”), 333 South Hope Street, Los Angeles, CA 90071. Capital Guardian has been providing investment management services since 1968 and has been the Adviser to the Portfolio since December 13, 2004. As of December 31, 2008, Capital Guardian had $64.6 billion in assets under management.

 

Capital Guardian uses a multiple portfolio manager system in managing the Portfolio’s assets. Under this approach, the Portfolio is divided into segments managed by individual managers. Managers decide how their respective segments are invested, within the limits provided by the Portfolio’s objectives and policies and by Capital Guardian’s Investment Committee. In addition, Capital Guardian’s investment analysts may make investment decisions with respect to a portion of the Portfolio. The individual managers jointly and primarily responsible for segments of the Portfolio are:

 

David I. Fisher is Chairman of the Board of Capital Guardian and has been a portfolio manager on the U.S. growth equity team since 2000. He joined the Capital Guardian organization in 1969 as an investment analyst.

 

Alan J. Wilson is an Director and Senior Vice President for Capital Guardian and has been a portfolio manager on the U.S. growth equity team since

 

EQ Advisors Trust   About the investment portfolios   43


Equity Portfolios (continued)

 

2005. Prior to being named a portfolio manager on the U.S. growth equity team, Mr. Wilson was an investment analyst covering the U.S. energy equipment, video games and construction and engineering industries and a diversified portfolio manager on the U.S. equity team. He joined the Capital Guardian organization in 1991 as an investment analyst.

 

James S. Kang is a Vice President of Capital Guardian and has been a portfolio manager on the U.S. growth equity team since 2000. Mr. Kang joined the Capital Guardian organization in 1988 as an investment analyst.

 

Todd S. James is a Senior Vice President of Capital Guardian. Mr. James has been a Portfolio Manager on the U.S. growth equity team since 2006. Prior to being named a Portfolio Manager on the growth equity team, Mr. James was both an investment analyst covering U.S. merchandising and e-commerce and a diversified U.S. equity portfolio manager. He joined the Capital Guardian organization in 1985 as a statistician.

 

Eric H. Stern is a Director and Senior Vice President of Capital Guardian, and has been a portfolio manager on the U.S. growth equity team since 2005. Prior to being named a portfolio manager on the U.S. growth equity team, Mr. Stern was an investment analyst covering the US medical technology industry. He joined the Capital Guardian organization in 1991 as an investment analyst.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

44   About the investment portfolios   EQ Advisors Trust


 

EQ/Capital Guardian Research Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term growth of capital.

 

THE INVESTMENT STRATEGY

 

The Portfolio invests primarily in equity securities of United States issuers and securities whose principal markets are in the United States, including American Depositary Receipts and other United States registered foreign securities. The Portfolio invests primarily in common stocks of companies with a market capitalization greater than $1 billion at the time of purchase. The Portfolio seeks to achieve long-term growth of capital through investments in a portfolio comprised primarily of equity securities which may include convertible securities; the Adviser seeks to invest in stocks whose prices are not excessive relative to book value, or in companies whose asset values are understated. The Adviser may sell a security for a variety of reasons, including to invest in a company believed to offer superior investment opportunities.

 

The Portfolio may invest up to 15% of its total assets, at the time of purchase, in securities of issuers domiciled outside the United States and not included in the S&P 500 ( i.e. , foreign securities). In determining the domicile of an issuer, the Adviser takes into account where the company is legally organized, the location of its principal corporate offices, where it conducts its principal operations and the location of its primary listing.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Equity Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

   

Large-Cap Company Risk

 

   

Small-Cap and Mid-Cap Company Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for this Portfolio is May 1, 1999. The table below shows the Portfolio’s average annual total returns for the past one year, five years and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter: (% and time period)      Worst quarter: (% and time period)
16.14% (2003 2nd Quarter)      –18.26% (2002 3rd Quarter)
*   For periods prior to the date Class IA shares commenced operations (March 25, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter: (% and time period)      Worst quarter: (% and time period)
16.00% (2003 2nd Quarter)      –18.37% (2002 3rd Quarter)

 

EQ Advisors Trust   About the investment portfolios   45


Equity Portfolios (continued)

 

Average Annual Total Returns     
       One Year    Five Years   

Since

Inception

EQ/Capital Guardian Research Portfolio — Class IA Shares**

           %            %            %

EQ/Capital Guardian Research Portfolio — Class IB Shares

           %            %            %

S&P 500 Index†

           %            %            %
**   For periods prior to the date Class IA shares commenced operations (March 25, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

EQ/Capital Guardian Research Portfolio

  Class IA Shares   Class IB Shares

Management Fee

         %          %  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Total Annual Portfolio Operating Expenses

         %          %  

Less Fee Waiver/Expense Reimbursement*

         %          %  

Net Annual Portfolio Operating Expenses**

  0.72%   0.97%  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

      

Class IA

Shares

  

Class IB

Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

Capital Guardian Trust Company (“Capital Guardian”), 333 South Hope Street, Los Angeles, CA 90071. Capital Guardian has been providing investment management services since 1968 and has been the Adviser to the Portfolio since it commenced operations. As of December 31, 2008, Capital Guardian had $64.6 billion in assets under management.

 

Research portfolios are comprised of a team of investment analysts who are responsible for making investment decisions for the portfolio within their individual area of coverage. Each of Capital Guardian’s research portfolios has one or more Research Portfolio Coordinator(s). They are responsible for, among other things, facilitating the communication of investment ideas, monitoring cash flows and allocating the portfolio’s assets among the analysts. Capital Guardian’s Investment Committee oversees this process. Research Portfolio Coordinators also have analyst responsibilities within the research portfolio.

 

Irfan Furniturwala and Cheryl Frank serve as research coordinators for the Fund and are jointly and primarily responsible for the day-to-day management of the Portfolio.

 

Irfan M. Furniturwala is a vice president and co-research portfolio coordinator of U.S. equities for Capital International Research, Inc. with research responsibilities for semiconductors, U.S. storage, peripherals and computer hardware companies. Mr. Furniturewala joined Capital International as an analyst in 2001.

 

Cheryl E. Frank is a vice president and co-research portfolio coordinator of U.S. equities for Capital International Research, Inc. with re-

 

46   About the investment portfolios   EQ Advisors Trust


 

search responsibilities for the health care services sector, drug retail industry, and software. Ms. Frank joined Capital International in 2002.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   47


Equity Portfolios (continued)

 

EQ/Davis New York Venture Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term growth of capital.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests a majority of its assets in equity securities issued by large-cap companies with market capitalizations of at least $10 billion. The Portfolio also has the flexibility to invest a limited portion of its assets in companies of any size, to invest in companies whose shares may be subject to controversy, to invest in foreign securities, including depositary receipts, and to invest in non-equity securities. The Portfolio also may invest a significant portion of its assets in the financial services sector.

 

The Portfolio may purchase such other kinds of securities; engage in active trading; or employ other investment strategies if the Adviser believes the securities or investment strategies are appropriate. The Portfolio also uses short-term investments, such as treasury bills and repurchase agreements, to maintain flexibility while evaluating long-term opportunities.

 

The Adviser conducts extensive research to identify well managed companies with durable business models that are attractive to the Adviser based on its assessment of a company’s worth. In selecting investments, the Adviser searches for companies that demonstrate a majority or, in the Adviser’s opinion, an appropriate mix of the following characteristics:

 

 

First class management evidenced by a proven track record, significant alignment of interest in business, intelligent allocation of capital and smart application of technology to improve business and lower costs;

 

 

Strong financial condition and satisfactory profitability evidenced by a strong balance sheet, low cost structure, high returns on capital;

 

 

Strong competitive positioning evidenced by non-obsolescent products and/or services, dominant or growing market share, participation in a growing market and global presence and brand names.

 

The Portfolio also may invest in a company when it becomes the center of controversy due to adverse media attention. The company may be involved in litigation, the company’s financial reports or corporate governance may be challenged, the company’s annual report may disclose a weakness in internal controls, investors may question the company’s published financial reports, greater government regulation may be contemplated or other adverse events may threaten the company’s future.

 

The Adviser also analyzes each company’s common stock, seeking to purchase those that are attractive to the Adviser based on its assessment of a company’s worth. The Adviser seeks to invest in companies for the long term and may sell a security for a variety of reasons, including if the ratio of the risks and rewards of continuing to own the company is no longer attractive.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in equity securities, therefore, its performance may go up or down depending on general market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Equity Risk

 

   

Financial Services Sector Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

   

Large-Cap Company Risk

 

   

Special Situations Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the Portfolio’s first full calendar year of operations. The inception date for this Portfolio is August 31, 2006. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
5.99% (2007 2nd Quarter)      –2.08% (2007 4th Quarter)

 

48   About the investment portfolios   EQ Advisors Trust


 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
6.00% (2007 2nd Quarter)      –2.17% (2007 4th Quarter)

 

Average Annual Total Returns
       One Year    Since
Inception

EQ/Davis New York Venture
Portfolio — Class IA Shares

           %            %

EQ/Davis New York Venture
Portfolio — Class IB Shares

           %            %

S&P 500 Index†

           %            %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets, as a percentage of average daily net assets)

EQ/Davis New York Venture Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.85%   0.85%  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Total Annual Portfolio Operating Expenses*

         %          %  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Total Annual Portfolio Operating Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

Davis Selected Advisers, L.P. (“Davis”), 2949 East Elvira Road, Suite 101, Tucson, Arizona 85706. Davis serves as an investment adviser for mutual funds and individual and institutional clients. As of December 31, 2008, Davis had $         billion in assets under management.

 

Christopher C. Davis, Portfolio Manager, serves as Chairman of Davis. Mr. Davis has served with Davis as a research analyst and portfolio manager in its large cap value investment discipline since 1989.

 

Kenneth Charles Feinberg, Portfolio Manager, has served with Davis as a research analyst and portfolio manager in its large cap value investment discipline since 1994.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   49


Equity Portfolios (continued)

 

EQ/Equity 500 Index Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve a total return before expenses that approximates the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P 500 Index (“S&P 500”).

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities in the S&P 500.

 

The Adviser does not utilize customary economic, financial or market analyses or other traditional investment techniques to manage the Portfolio. The Portfolio has been constructed and is maintained by utilizing a replication construction technique. That is, the Portfolio will seek to hold all 500 securities in the S&P 500 in the exact weight each represents in that Index.

 

Cash may be accumulated in the Portfolio until it reaches approximately 1% of the value of the Portfolio at which time such cash will be invested in common stocks as described above. Accumulation of cash increases tracking error. The Portfolio will, however, remain substantially fully invested in common stocks even when common stock prices are generally falling. Similarly, adverse performance of a stock will ordinarily not result in its elimination from the Portfolio.

 

In order to reduce brokerage costs, maintain liquidity to meet shareholder redemptions or minimize tracking error when the Portfolio holds cash, the Portfolio may from time to time buy and hold futures contracts on the S&P 500 and options on such futures contracts. The contract value of futures contracts purchased by the Portfolio plus the contract value of futures contracts underlying call options purchased by the Portfolio will not exceed 20% of the Portfolio’s total assets. The Portfolio may seek to increase income by lending its portfolio securities with a value of up to 50% of its total assets to brokers-dealers.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Index-Fund Risk

 

   

Large-Cap Company Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (HRT/Alliance Equity Index Portfolio) advised using the same investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor entity to the HRT/Alliance Equity Index Portfolio whose inception date is March 1, 1994, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on October 18, 1999) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (             Quarter)      –17.26% (2002 3rd Quarter)

 

50   About the investment portfolios   EQ Advisors Trust


 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (              Quarter)      –17.32% (2002 3rd Quarter)

 

Average Annual Total Returns
       One Year    Five Years    Ten Years

EQ/Equity 500 Index Portfolio — Class IA Shares

           %            %            %

EQ/Equity 500 Index Portfolio — Class IB Shares

   %    %    %

S&P 500 Index†

   %    %    %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)
   

EQ/Equity 500 Index Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.25%   0.25%  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Total Annual Portfolio Operating Expenses*

         %          %  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year and that the Portfolio’s operating expenses remain the same. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

AllianceBernstein L.P. (“AllianceBernstein”), 1345 Avenue of the Americas, New York, New York 10105. AllianceBernstein has been the Adviser to the Portfolio and its predecessor registered investment company since the predecessor commenced operations. AllianceBernstein manages investments for investment companies, endowment funds, insurance companies, foreign entities, qualified and non-tax qualified corporate funds, public and private pension and profit-sharing plans, foundations and tax-exempt organizations. As of December 31, 2008, AllianceBernstein had approximately $         billion in assets under management.

 

The management of and investment decisions for the Portfolio are made by AllianceBernstein’s Passive Equity Investment Team, which is responsible for management of all of AllianceBernstein’s Passive Equity accounts. The Passive Equity Investment Team relies heavily on quantitative tools. Judith DeVivo is primarily responsible for day-to-day management of the Portfolio.

 

Ms. DeVivo manages equity portfolios benchmarked to a variety of indexes including the S&P 500, S&P Mid Cap, S&P Small Cap and Russell 2000 in addition to several customized accounts. Ms. DeVivo, a Senior Vice President and Portfolio Manager, joined AllianceBernstein in 1971, joined the Passive Management Group in 1984 and has had portfolio management responsibility since that time.

 

The Statement of Additional Information provides additional information about the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   51


Equity Portfolios (continued)

 

EQ/Evergreen Omega Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term capital growth.

 

THE INVESTMENT STRATEGY

 

The Portfolio invests primarily in common stocks and securities convertible into common stocks of U.S. companies across all market capitalizations. The Adviser employs a growth style of equity management. “Growth” stocks are stocks of companies that the Adviser believes have anticipated earnings ranging from steady to accelerated growth. The Adviser’s active style of portfolio management may lead to a high portfolio turnover, but will not limit the Adviser’s investment decisions.

 

The Adviser generally intends to sell a portfolio investment when the value of the investment reaches or exceeds the Adviser’s targeted value, when the Adviser believes the issuer’s fundamentals begin to deteriorate, or when the investment no longer appears to meet the Portfolio’s investment objective.

 

Although not a primary investment strategy, the Portfolio also may invest up to 25% of its total assets in foreign securities. Additionally, the Portfolio may, to a limited extent, utilize derivative instruments (such as options and futures contracts) and engage in short sales in order to: (i) maintain the Portfolio’s exposure to the market; (ii) manage cash; or (iii) attempt to increase income.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks; therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

   

Growth Investing Risk

 

   

Large-Cap Company Risk

 

   

Portfolio Turnover Risk

 

   

Small-Cap and Mid-Cap Company Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for this Portfolio is January 1, 1999. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
16.53% (2003 2nd Quarter)      –18.11% (2001 3rd Quarter)
*   For periods prior to the date Class IA shares commenced operations (October 2, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay 12b-1 fees.

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
16.56% (2003 2nd Quarter)      –18.11% (2001 3rd Quarter)

 

52   About the investment portfolios   EQ Advisors Trust


 

Average Annual Total Returns     
       One Year    Five Years    Ten Years

EQ/Evergreen Omega Portfolio — Class IA Shares**

           %            %            %

EQ/Evergreen Omega Portfolio — Class IB Shares

   %    %    %

Russell 1000 Growth Index†

   %    %    %
**   For periods prior to the date Class IA shares commenced operations (October 2, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)

EQ/Evergreen Omega Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.65%   0.65%  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Total Annual Portfolio Operating Expenses

         %          %  

Less Fee Waiver/Expense Reimbursement*

         %          %  

Net Annual Portfolio Operating Expenses**

  0.90%   1.15%  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio’s invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within five years of the payment or waiver being made and the combination of the fund’s expense ratio and such reimbursements do not exceed the fund’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Net Annual Portfolio Operating Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

Evergreen Investment Management Company, LLC (“Evergreen”), 200 Berkeley Street, Boston, Massachusetts 02116-5034. Evergreen has been the Adviser to the Portfolio since it commenced operations. Evergreen offers a broad range of financial services to individuals and businesses throughout the United States. As of December 31, 2008, Evergreen managed approximately $         billion.

 

Aziz V. Hamzaogullari is primarily responsible for the day-to-day management of the Portfolio. He has been a Managing Director at Evergreen since he joined the firm in 2001 and has had portfolio management responsibilities since that time. He has been managing the Portfolio since June 2006.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   53


Equity Portfolios (continued)

 

EQ/Focus PLUS Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term growth of capital.

 

THE INVESTMENT STRATEGY

 

The Portfolio’s assets normally are allocated among three investment managers, each of which manages its portion of the Portfolio using a different but complementary investment strategy. One portion of the Portfolio is actively managed by an Adviser (“Active Allocated Portion”); one portion of the Portfolio tracks the performance of a particular index (“Index Allocated Portion”); and one portion of the Portfolio invests in exchange-traded funds (“ETFs”) (“ETF Allocated Portion”). Under normal circumstances, the Active Allocated Portion consists of approximately 30% of the Portfolio’s net assets, the Index Allocated Portion consists of approximately 60% of the Portfolio’s net assets and the ETF Allocated Portion consists of approximately 10% of the Portfolio’s net assets.

 

Each of the above percentages is an asset allocation target established by AXA Equitable to achieve the Portfolio’s investment objective and may be changed without shareholder approval. Actual allocations among the distinct portions of the Portfolio may deviate from the amounts shown above by up to 15% of the Portfolio’s net assets. The asset allocation range for each portion of the Portfolio is as follows: 15% - 45% in the Active Allocated Portion; 45% - 75% in the Index Allocated Portion; and 0% - 25% in the ETF Allocated Portion. Each portion of the Portfolio may deviate temporarily from its asset allocation target for defensive purposes or as a result of appreciation or depreciation of its holdings. AXA Equitable rebalances each portion of the Portfolio as it deems appropriate. To the extent that the Portfolio takes a temporary defensive position, it may not be pursuing its investment goal.

 

The Active Allocated Portion invests primarily in the common stocks of large companies, normally a core position of 20-30 common stocks that are selected for their long-term growth potential. For purposes of this Portfolio, companies having a market capitalization of $5 billion or more generally are considered large companies. The Active Allocated Portion may hold a limited number of additional common stocks at times such as when the portfolio manager is accumulating new positions, phasing out or replacing existing positions, or responding to exceptional market conditions. The Active Allocated Portion also may invest in mid-cap companies. The Portfolio is non-diversified, which means that it may invest in a limited number of issuers.

 

The Active Allocated Portion may invest up to 25% of its total assets in securities of foreign issuers (which may include up to 15% of its total assets in emerging market countries at the time of purchase). Foreign securities may be publicly traded in the United States or on a foreign exchange, and may be denominated in a foreign currency.

 

In selecting investments for the Active Allocated Portion, the Adviser to the Active Allocated Portion uses an approach that combines “top-down” macroeconomic analysis with “bottom-up” stock selection.

 

The “top-down” approach may take into consideration such macro-economic factors, as, without limitation, interest rates, inflation, demographics, the regulatory environment and the global competitive landscape. In addition, the Adviser to the Active Allocated Portion may also examine other factors that may include, without limitation, the most attractive global investment opportunities, industry consolidation, and the sustainability of observed financial trends. As a result of the “top-down” analysis, the Adviser to the Active Allocated Portion seeks to identify sectors, industries and companies that may benefit from the overall trends the Adviser has observed.

 

The Adviser then looks for individual companies or securities with earnings growth potential that may not be recognized by the market at large. In determining whether a particular company or security may be a suitable investment, the Adviser may focus on any of a number of different attributes that may include, without limitation, the company’s specific market expertise or dominance; its franchise durability and pricing power; solid fundamentals (e.g., a strong balance sheet, improving returns on equity, the ability to generate free cash flow, apparent use of conservative accounting standards, and transparent financial disclosure); strong and ethical management; commitment to shareholder interests; reasonable valuations in the context of projected growth rates; and other indications that a company or security may be an attractive investment prospect. This is called “bottom-up” stock selection.

 

As part of this fundamental, “bottom-up” research, the Adviser may visit with various levels of a company’s management, as well as with its customers, suppliers and competitors. The Adviser also may prepare detailed earnings and cash flow models of companies. These models may assist the Adviser in projecting potential earnings growth and other important characteristics under different scenarios. Each model is typically customized to follow a particular company and is generally intended to replicate and describe a company’s past, present and potential future performance. The models may include quantitative information and detailed narratives that reflect updated interpretations of corporate data and company and industry developments.

 

The Adviser may reduce or sell the Portfolio’s investments in portfolio companies if, in the opinion of the Adviser, a company’s fundamentals change, its stock price appreciates excessively in relation to fundamental earnings growth prospects, the company appears not to realize its growth potential, or there are more attractive investment opportunities elsewhere.

 

The Portfolio’s core investments generally are comprised of established companies that exhibit growth characteristics. However, the Portfolio also may typically include more aggressive growth companies with more aggressive growth characteristics, and companies undergoing significant

 

54   About the investment portfolios   EQ Advisors Trust


 

changes: e.g., the introduction of a new product line, the appointment of a new management team or an acquisition. The Portfolio may invest in certain companies for relatively short periods of time. Such short-term activity may cause the Portfolio to incur higher brokerage costs (which may adversely affect the Portfolio’s performance).

 

In all cases, the Portfolio intends to be diversified for federal income tax purposes so that it can qualify as a regulated investment company.

 

The Index Allocated Portion of the Portfolio seeks to track the performance of the Russell 1000 Growth Index (“Russell 1000 Growth”) with minimal tracking error. Generally, the Index Allocated Portion employs full replication, holding each company in proportion to its market capitalization weight in the Russell 1000 Growth, although, in certain instances a sampling approach may be utilized for a small portion of the Index Allocated Portion. The sampling approach strives to match the index characteristics without having to purchase every stock in the index.

 

The ETF Allocated Portion invests in ETFs (the “Underlying ETFs”) that meet the investment criteria of the Portfolio as a whole. The Underlying ETFs in which the ETF Allocated Portion currently may invest are described later in this Prospectus in the section entitled “Information Regarding the Underlying ETFs.” The Underlying ETFs in which the ETF Allocated Portion may invest may be changed from time to time without notice or shareholder approval. An investor in the Portfolio will bear both the expenses of the Portfolio as well as the indirect expenses associated with the Underlying ETFs held by the ETF Allocated Portion.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Equity Risk

 

   

Focused Portfolio Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Emerging Markets Risk

 

   

Growth Investing Risk

 

   

Index-Fund Risk

 

   

Large-Cap Company Risk

 

   

Mid-Cap Company Risk

 

   

Multiple Adviser Risk

 

   

Non-Diversification Risk

 

   

Portfolio Turnover Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for this Portfolio is September 1, 2001. The table shows the Portfolio’s average annual total returns for the past one year, five years, and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to May 1, 2009 the Portfolio had different investment strategies and consisted entirely of an actively managed portfolio of equity securities managed by a single Adviser. Following the investment strategy change, the Portfolio’s assets are managed by three investment advisers using different investment strategies. If the Portfolio had historically been managed using its current strategies, the performance of the Portfolio may have been different. In addition, the Portfolio was advised by a different Adviser prior to May 1, 2009.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
12.17% (2003 2nd Quarter)      – 12.09% (2002 3rd Quarter)
*   For periods prior to the date Class IA shares commenced operations (October 2, 2002) performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay 12b-1 fees.

 

EQ Advisors Trust   About the investment portfolios   55


Equity Portfolios (continued)

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
12.09% (2003 2nd Quarter)      –12.09% (2002 3rd Quarter)

 

Average Annual Total Returns     
       One Year    Five Years    Since
Inception

EQ/Focus PLUS Portfolio — Class IA Shares**

           %            %            %

EQ/Focus PLUS Portfolio — Class IB Shares

           %            %            %

Russell 1000 Growth Index†

           %            %            %
**   For periods prior to the date Class IA shares commenced operations (October 2, 2002) performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)
   

EQ/Focus PLUS Portfolio

  Class IA Shares   Class IB Shares

Management Fee

        %         %

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

        %         %

Total Annual Portfolio Operating Expenses

        %         %

Less Fee Waiver/Expense Reimbursement*

          %             %  

Net Annual Portfolio Operating Expenses**

  0.90%   1.15%
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

Marsico Capital Management, LLC (“Marsico”), 1200 17 th Street, Suite 1600, Denver, Colorado 80202. Marsico has been the Adviser to the Portfolio since it commenced operations. Marsico was organized in September 1997 as a registered investment adviser. Marsico provides investment advisory services to other mutual funds and private accounts. As of December 31, 2008, Marsico had $56 billion in assets under management.

 

Thomas F. Marsico is primarily responsible for the day-to-day management of the Active Allocated Portion of the Portfolio.

 

56   About the investment portfolios   EQ Advisors Trust


 

Mr. Marsico has been Chief Executive Officer and Chief Investment Officer of Marsico since its inception in 1997. Mr. Marsico has over 20 years of experience as a securities analyst and portfolio manager.

 

SSgA Funds Management, Inc. (“SSgA FM”) is located at State Street Financial Center, One Lincoln Street, Boston, MA 02111. SSgA FM is a wholly owned subsidiary of State Street Corporation. As of December 31, 2008, SSgA FM had over $         billion in assets under management. SSgA FM and other advisory affiliates of State Street Corporation make up State Street Global Advisors (“SSgA”), the investment management arm of State Street Corporation.

 

The Index Allocated Portion of the Portfolio is managed by [names of portfolio managers to be provided]

 

AXA Equitable , through its Funds Management Group unit (“AXA FMG”), 1290 Avenue of the Americas, New York, New York 10104, manages the ETF Allocated Portion. As of December 31, 2008, AXA Equitable had approximately $         billion in assets under management.

 

A committee of AXA FMG investment personnel manages the ETF Allocated Portion. Kenneth Kozlowski serves as the lead portfolio manager of the committee with primary responsibility for day-to-day management of the ETF Allocated Portion. Xavier Poutas assists the lead portfolio manager with day-to-day management of the ETF Allocated Portion, but does not have joint and primary responsibility for management of the Portfolio.

 

Kenneth T. Kozlowski, CFP ® , CHFC, CLU has served as Vice President of AXA Equitable from February 2001 to present. He has had primary responsibility for the asset allocation, fund selection and rebalancing of AXA Equitable’s funds of funds since 2003 and for the ETF Allocated Portion since May 25, 2007. Prior to June 1, 2007, Mr. Kozlowski served as Chief Financial Officer and Treasurer of the Trust since December 2002.

 

Xavier Poutas, CFA ® joined AXA FMG in October 2004 as a Fund Administrator and was involved in the implementation of the asset allocation strategy for AXA Equitable’s funds of funds. From November 2003 to September 2004, he served as Audit Manager of AXA Internal Audit, and from September 2002 to October 2003, he was a senior auditor with AXA Internal Audit. Mr. Poutas assists in portfolio analysis and portfolio performance evaluation with respect to the Portfolio.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   57


Equity Portfolios (continued)

 

EQ/GAMCO Mergers and Acquisitions Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve capital appreciation.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests primarily in equity securities of companies that the Adviser believes are likely acquisition targets within 12 to 18 months. In addition, the Portfolio may engage in arbitrage transactions by investing in equity securities of companies that are involved in publicly announced mergers, takeovers, tender offers, leveraged buyouts, spin-offs, liquidations and other corporate reorganizations. When a company agrees to be acquired by another company, its stock price often quickly rises to just below the stated acquisition price. If the Adviser, determines that the acquisition is likely to be consummated on schedule at the stated acquisition price, then the Portfolio may purchase (if it does not already hold) or increase its investment in the selling company’s securities, offering the Portfolio the possibility of generous returns in excess of the return on cash equivalents with a limited risk of excessive loss of capital. At times, the stock of the acquiring company may also be purchased or shorted. The Portfolio may hold a significant portion of its assets in cash in anticipation of arbitrage opportunities.

 

The Portfolio may invest in companies of any size and from time to time may invest in companies with small, mid and large market capitalizations. The Portfolio generally invests in securities of U.S. companies, but also may invest up to 20% of its assets in foreign securities, including those in emerging markets. The Portfolio may engage in various portfolio strategies, including, to a limited extent, using derivatives, to enhance potential gain.

 

The Portfolio intends to invest primarily in common stocks, but it may also invest in other securities that the Adviser believes provide opportunities for capital appreciation, such as preferred stocks, warrants and securities convertible into common stock. It is expected that the Portfolio will engage in active or frequent trading of portfolio securities to achieve its investment objective. In this connection, it is expected that the Portfolio will have a portfolio turnover rate of 150% or more.

 

In choosing investments, the Adviser searches for the best values on securities that it believes have the potential to achieve the Portfolio’s investment objective of capital appreciation. In seeking to identify companies that are likely to be acquisition targets, the Adviser considers, among other things, consolidation trends within particular industries, whether a particular industry or company is undergoing a fundamental change or restructuring, the Adviser’s assessment of the “private market value” of individual companies and the potential for an event or catalyst to occur that enhances a company’s underlying value. The “private market value” of a company is the value that the Adviser believes informed investors would be willing to pay to acquire the entire company. The Adviser seeks to limit excessive risk of capital loss by utilizing various investment strategies, including investing in value oriented equity securities that should trade at a significant discount to the Adviser’s assessment of their private market value.

 

In evaluating arbitrage opportunities with respect to companies involved in publicly announced mergers or other corporate restructurings, the Adviser seeks to identify investments in companies where the discount from the stated or appraised value of the security significantly overstates the risk of the contingencies involved in completing the transaction, significantly undervalues the securities, assets or cash to be received by shareholders of the prospective portfolio company as a result of the contemplated transaction, or fails adequately to recognize the possibility that the offer or proposal may be replaced or superseded by an offer or proposal of greater value. The evaluation of such contingencies requires unusually broad knowledge and experience on the part of the Adviser, which must appraise not only the value of the issuer and its component businesses as well as the assets or securities to be received as a result of the contemplated transaction, but also the financial resources and business motivation of the acquirer and the dynamics and business climate when the offer of the proposal is in progress. Since such investments are ordinarily short-term in nature, they will tend to increase the turnover rate of the Portfolio, thereby increasing its brokerage and other transaction expenses. The Adviser intends to select investments of the type described, which, in its view, have a reasonable prospect of capital appreciation that is significant in relation to both risks involved and the potential of available alternate investments. The Adviser may sell a security for a variety of reasons, such as when the security is selling in the public market at or near the Adviser’s estimate of its private market value or if the catalyst expected to happen fails to materialize.

 

The Portfolio is a non-diversified portfolio, which means that it may invest in a limited number of issuers. In all cases, the Portfolio intends to be diversified for federal income tax purposes so that it can qualify as a regulated investment company.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Focused Portfolio Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Emerging Markets Risk

 

   

Large Cap Company Risk

 

   

Non-Diversification Risk

 

   

Portfolio Turnover Risk

 

   

Small-Cap and Mid-Cap Company Risk

 

   

Special Situations Risk

 

58   About the investment portfolios   EQ Advisors Trust


 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one year, five years and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (Enterprise Mergers and Acquisitions Portfolio, a series of Enterprise Accumulation Trust) advised using the same investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor to the Enterprise Mergers and Acquisitions Portfolio whose inception date is May 1, 2003, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on July 9, 2004) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
5.47% (2004 4th Quarter)      –2.48% (2007 4th Quarter)
*   For periods prior to the date Class IA shares commenced operations (June 8, 2007), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
5.47% (2004 4th Quarter)      –2.58% (2007 4th Quarter)

 

Average Annual Total Returns
       One Year    Five Years    Since
Inception

EQ/GAMCO Mergers and Acquisitions Portfolio — Class IA Shares**

           %            %            %

EQ/GAMCO Mergers and Acquisitions Portfolio — Class IB Shares

           %            %            %

S&P 500 Index†

           %            %            %
**   For periods prior to the date Class IA shares commenced operations (June 8, 2007), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

   

EQ/GAMCO Mergers and Acquisitions Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.90%   0.90%  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Total Annual Portfolio Operating Expenses*

         %          %  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Total Annual Portfolio Operating Expenses for the Portfolio would be         % for Class IA and         % for the Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you

 

EQ Advisors Trust   About the investment portfolios   59


Equity Portfolios (continued)

 

redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

GAMCO Asset Management Inc. (“GAMCO”), One Corporate Center, Rye, New York 10580, is the Adviser to the Portfolio. As of December 31, 2008, total assets under management for all clients were $         billion.

 

Mario J. Gabelli serves as the Chief Investment Officer of the Value Portfolios for GAMCO and is responsible for the day-to-day management of the Portfolio. He has over 40 years’ experience in the investment industry.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

60   About the investment portfolios   EQ Advisors Trust


 

EQ/GAMCO Small Company Value Portfolio

 

INVESTMENT OBJECTIVE: Seeks to maximize capital appreciation.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in stocks of small capitalization companies. For purposes of this Portfolio small capitalization companies are companies with market capitalization of $2.0 billion or less at the time of investment.

 

The Portfolio intends to invest primarily in common stocks, but it may also invest in other securities that the Adviser believes provide opportunities for capital growth, such as preferred stocks, warrants and securities convertible into common stocks. This Portfolio also may invest to a limited extent in foreign securities.

 

The Adviser utilizes a value-oriented investment style that emphasizes companies deemed to be currently underpriced according to certain financial measurements, which may include price-to-earnings and price-to-book ratios and dividend income potential. In choosing investments, the Adviser utilizes a process of fundamental analysis that involves researching and evaluating individual companies for potential investment by the Portfolio. The Adviser uses a proprietary research technique to determine which stocks have a market price that is less than the “private market value” or what an investor would pay for the company. This approach will often lead the Portfolio to focus on “strong companies” in out-of-favor sectors or out-of-favor companies exhibiting a catalyst for change. The Adviser may sell a security for a variety of reasons, such as because it becomes overvalued or shows deteriorating fundamentals.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Equity Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

   

Liquidity Risk

 

   

Small-Cap Company Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (Enterprise Small Company Value Portfolio, a series of Enterprise Accumulation Trust) advised using the same investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor to the Enterprise Small Company Value Portfolio whose inception date is August 1, 1988, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on July 9, 2004) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
16.89% (2003 2nd Quarter)              % (              Quarter)
*   For periods prior to the date Class IA shares commenced operations (July 13, 2007), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
16.89% (2003 2nd Quarter)              % (              Quarter)

 

EQ Advisors Trust   About the investment portfolios   61


Equity Portfolios (continued)

 

Average Annual Total Returns
       One Year    Five Years    Ten Years

EQ/GAMCO Small Company Value Portfolio — Class IA Shares**

           %            %            %

EQ/GAMCO Small Company Value Portfolio — Class IB Shares

           %            %            %

Russell 2000 Value Index†

           %            %            %
**   For periods prior to the date Class IA shares commenced operations (July 13, 2007), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

   

EQ/GAMCO Small Company Value Portfolio

  Class IA Shares   Class IB Shares

Management Fee

          %          %  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

          %          %  

Total Annual Portfolio Operating Expenses*

          %          %  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Total Annual Portfolio Operating Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions, your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

GAMCO Asset Management Inc. (“GAMCO”), One Corporate Center, Rye, New York 10580, is the Adviser to the Portfolio. As of December 31, 2008, total assets under management for all clients were $     billion.

 

Mario J. Gabelli serves as the Chief Investment Officer of the Value Portfolios for GAMCO and is responsible for the day-to-day management of the Portfolio. He has over 40 years’ experience in the investment industry.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

62   About the investment portfolios   EQ Advisors Trust


 

EQ/Global Multi-Sector Equity Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term capital appreciation.

 

THE INVESTMENT STRATEGY

 

The Portfolio’s assets normally are allocated between two investment managers, each of which will manage its portion of the Portfolio using a different but complementary investment strategy. One portion of the Portfolio is actively managed by an Adviser (“Active Allocated Portion”); the other portion of the Portfolio tracks the performance of a particular index (“Index Allocated Portion”). Under normal circumstances, the Active Allocated Portion consists of approximately 50% of the Portfolio’s net assets; the Index Allocated Portion will consist of approximately 50% of the Portfolio’s net assets.

 

Each of the above percentages is an asset allocation target established by AXA Equitable to achieve the Portfolio’s investment objective and may be changed by shareholder approval. Actual allocations among the distinct portions of the Portfolios may deviate from the amounts shown by up to 30% of the Portfolio’s net assets. The asset allocation range for each Portfolio is as follows: 20% to 80% in the Active Allocated Portion; and 20% to 80% in the Index Allocated Portion. Each Portion of the Portfolio may deviate temporarily from its asset allocation target for defensive purposes or as a result of appreciation or depreciation of its holdings. AXA Equitable rebalances each portion of the Portfolio as it deems appropriate. To the extent that the Portfolio takes a temporary defensive position, it may not be pursuing its investment goal.

 

Under normal circumstances, the Active Allocated Portion invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of foreign companies, including emerging market equity securities. The Portfolio also may invest in equity securities of corporate or governmental issuers located in North America and other developed countries. Such equity securities may include common stocks, securities convertible into common stocks, preferred stocks, depositary receipts, rights and warrants.

 

For purposes of this Portfolio, an emerging market country security is defined as a security of an issuer having one or more of the following characteristics:

 

 

its principal securities trading market is in an emerging market country;

 

 

alone or on a consolidated basis, at least 50% of its revenues are derived from goods produced, sales made or services performed in an emerging market country; or

 

 

it is organized under the laws of, or has a principal office in, an emerging market country.

 

The Adviser to the Active Allocated Portion’s investment approach combines top-down country allocation with bottom-up stock selection. The Adviser to the Active Allocated Portion focuses on growth-oriented companies that it believes have attractive growth characteristics, reasonable valuations and shareholder value-oriented management. The Active Allocated Portion generally invests only in countries whose currencies are freely convertible into United States dollars. The Active Allocated Portion may engage in active and frequent trading of portfolio securities to achieve its investment objective.

 

The Active Allocated Portion may invest to a limited extent in corporate or government-issued or guaranteed debt securities of issuers in countries, including debt securities that are rated or considered to be below investment grade (so-called “junk bonds”). In addition, the Active Allocated Portion may, to a limited extent, utilize forward foreign currency contracts, options and futures contracts and swap transactions.

 

In all cases, the Portfolio intends to be diversified for federal income tax purposes so that it can qualify as a regulated investment company.

 

The Index Allocation Portion of the Portfolio seeks to track the performance of the S&P 500 Index (“S&P 500”), the Morgan Stanley Capital International EAFE Index (“MSCI EAFE”) and the Morgan Stanley Capital International Emerging Markets Index (“MSCI EM”) with minimal tracking error. Generally, the Index Allocated Portion employs full replication, holding each company in its proportion to its market capitalization weight in the S&P 500, the MSCI EAFE or the MSCI EM, although in certain instances a sampling approach may be utilized for a small portion of the Index Allocated Portion. The sampling approach strives to match the index characteristics without having to purchase every stock in the index.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests primarily in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Fixed Income Risk

 

Credit Risk

 

Interest Rate Risk

 

Junk Bonds and Lower Rated Securities Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

EQ Advisors Trust   About the investment portfolios   63


Equity Portfolios (continued)

 

Emerging Markets Risk

 

   

Growth Investing Risk

 

   

Index-Fund Risk

   

Large-Cap Company Risk

 

   

Liquidity Risk

 

   

Multiple Adviser Risk

 

   

Portfolio Turnover Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for the Portfolio is August 20, 1997. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to May 1, 2009 the Portfolio had different investment strategies and consisted entirely of an actively managed portfolio of equity securities managed by a single Adviser. Following the investment strategy change, the Portfolio’s assets are managed by three investment advisers using different investment strategies. If the Portfolio had historically been managed using its current strategies, the performance of the Portfolio may have been different. In addition, the Portfolio was advised by a different Adviser prior to May 1, 2009.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
49.97% (1999 4th Quarter)      –22.24% (2001 3rd Quarter)
*   For periods prior to the date Class IA shares commenced operations (October 2, 2002) performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay 12b-1 fees.

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
49.97% (1999 4th Quarter)      –22.24% (2001 3rd Quarter)

 

Average Annual Total Returns
       One Year    Five Years    Ten Years

EQ/Global Multi-Sector Equity Portfolio — Class IA Shares**

               %                %                %

EQ/Global Multi-Sector Equity Portfolio — Class IB Shares

   %    %    %

MSCI All Country World Index†,††

   %    %    %

MSCI EMF Gross Dividend Index†

   %    %    %
**   For periods prior to the date Class IA shares commenced operations (October 2, 2002) performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”
††   Effective May 1, 2009, the Portfolio changed its benchmark from the MSCI EMF Index to the MSCI All Country World Index (“MSCI ACW Index”). The Portfolio changed its benchmark because the Manager believes that the MSCI ACW Index reflects more closely the securities and sectors in which the Portfolio invests.

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)
   

EQ/Global Multi-Sector Equity Portfolio

  Class IA Shares   Class IB Shares

Management Fee

         %          %

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses*

         %          %
 

The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of

 

64   About the investment portfolios   EQ Advisors Trust


 

 

Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.

*   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Total Annual Portfolio Operating Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $                 $             

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

Morgan Stanley Investment Management Inc. (“MSIM Inc.”), 522 Fifth Avenue, New York, NY 10036. MSIM Inc. has been the Adviser to the Portfolio since the Portfolio commenced operations. MSIM Inc. (which does business in certain instances using the name Van Kampen) conducts a worldwide portfolio management business and provides a broad range of portfolio management services to customers in the United States and abroad. As of December 31, 2008 MSIM Inc. had approximately $             billion in assets under management.

 

MSIM Inc. has entered into a sub-advisory agreement, whereby MSIM Inc. may delegate certain of its investment advisory services to Morgan Stanley Investment Management Company (“MSIM Company”), an affiliate investment adviser located at 23 Church Street, 16-01 Capital Square, Singapore 04981.

 

The Active Allocated Portion of the Portfolio is managed within MSIM Inc.’s Emerging Markets Equity team. The team works collaboratively when making portfolio decisions. Current members of the team who are jointly and primarily responsible for the day-to-day management of the Portfolio are: Ruchir Sharma, James Cheng, Paul Psaila, Eric Carlson, William Scott Piper and Ana Cristina Piedrahita . The Emerging Markets Equity Team is comprised of dedicated portfolio managers/analysts that have extensive experience in analyzing emerging markets equity securities for investors. Mr. Sharma is the lead portfolio manager and is responsible for overall portfolio performance and construction. Mr. Sharma focuses on country allocation, relying heavily on input from the regional co-portfolio manager teams who are responsible for stock selection for their respective regions. Portfolio managers generally specialize by region, with the exception of a few specialized groups focusing on specific sector.

 

Ruchir Sharma, the lead portfolio manager, is a Managing Director of MSIM Inc., and has been managing the Portfolio since 2001. He has been with MSIM Inc. in an investment management capacity since 1996.

 

James Cheng, a Managing Director of MSIM Company since August 2006, has been managing the Portfolio since 2006. Prior to joining MSIM Company, Mr. Cheng worked in an investment management capacity at Invesco Asia Limited, Asia Strategic Investment Management Limited and Munich Re Asia Capital Management Limited.

 

Paul Psaila, a Managing Director of MSIM Inc., has been managing the Portfolio since its inception and has been an investment management professional with MSIM Inc. since 1994.

 

Eric Carlson, an Executive Director of MSIM Inc., has been associated with MSIM Inc. in an investment management capacity since 1997 and has been a member of the team managing the Portfolio since October 2006.

 

Scott Piper, an Executive Director of MSIM Inc. since 2002, has been associated with MSIM Inc. in an investment management capacity since that time. He has been a member of the team managing the Portfolio since 2002.

 

Ana Cristina Piedrahita, an Executive Director of MSIM Inc., has been associated with MSIM Inc. in an investment managing capacity since 2002. She has been a member of the team managing the Portfolio since October 2006.

 

BlackRock Investment Management, LLC (“BlackRock Investment”), P.O. Box 9011, Princeton, new Jersey 08543-9011, manages the Index Allocated Portion of the Portfolio. BlackRock Investment is a registered investment adviser and a commodity pool operator organized in 1999. As of December 31, 2008, BlackRock and its affiliates had approximately $         trillion in investment company and other portfolio assets under management.

 

The Index Allocated Portion of the Portfolio is managed by [names of portfolio managers to be provided]

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   65


Equity Portfolios (continued)

 

EQ/International Core PLUS Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term growth of capital.

 

THE INVESTMENT STRATEGY

 

The Portfolio invests primarily in foreign equity securities. The Portfolio’s assets are be allocated among three investment managers, each of which manages its portion of the Portfolio using a different but complementary investment strategy. One portion of the Portfolio is actively managed by an Adviser (“Active Allocated Portion”); one portion of the Portfolio tracks the performance of a particular index (“Index Allocated Portion”); and one portion of the Portfolio invests in exchange-traded funds (“ETFs”) (“ETF Allocated Portion”). Under normal circumstances, the Active Allocated Portion consists of approximately 30% of the Portfolio’s net assets, the Index Allocated Portion consists of approximately 60% of the Portfolio’s net assets and the ETF Allocated Portion consists of approximately 10% of the Portfolio’s net assets.

 

Each of the above percentages is an asset allocation target established by AXA Equitable to achieve the Portfolio’s investment objective and may be changed without shareholder approval. Actual allocations among the distinct portions of the Portfolio may deviate from the amounts shown above by up to 15% of the Portfolio’s net assets. The asset allocation range for each portion of the Portfolio is as follows: 15% - 45% in the Active Allocated Portion; 45% - 75% in the Index Allocated Portion; and 0% - 25% in the ETF Allocated Portion. Each portion of the Portfolio may deviate temporarily from its asset allocation target for defensive purposes or as a result of appreciation or depreciation of its holdings. AXA Equitable rebalances each portion of the Portfolio as it deems appropriate. To the extent that the Portfolio takes a temporary defensive position, it may not be pursuing its investment goal.

 

The Active Allocated Portion primarily invests in common stocks, but it also may invest in other securities that the Adviser believes provide opportunities for capital appreciation, such as preferred stocks, warrants and securities convertible into common stock. The Adviser to the Active Allocated Portion considers foreign companies to include those companies that are organized or headquartered outside of the U.S. Foreign securities include securities issued by companies in countries with either developed or developing economies. The Active Allocated Portion may invest in companies of any size and generally diversifies its investments among a number of different foreign markets. The Active Allocated Portion also may invest in U.S. securities.

 

In choosing investments for the Active Allocated Portion, the Adviser utilizes a top-down sector-oriented approach. The Adviser seeks to invest in those companies whose earnings are growing at an above average rate that have strong business models and will benefit from long-term secular trends. The Adviser utilizes a bottom-up stock selection process rooted in fundamental research and looks for companies with superior business models. The Adviser may sell a security for a variety of reasons, such as to invest in a company believed to offer superior investment opportunities.

 

The Index Allocated Portion of the Portfolio seeks to track the performance of the MSCI EAFE Index (Europe, Australasia and Far East) with minimal tracking error. Generally, the Index Allocated Portion employs full replication, holding each company in proportion to its market capitalization weight in the MSCI EAFE Index, although, in certain instances a sampling approach may be utilized for a small portion of the Index Allocated Portion. The sampling approach strives to match the index characteristics without having to purchase every stock in the index.

 

The ETF Allocated Portion invests in ETFs (the “Underlying ETFs”) that meet the investment criteria of the Portfolio as a whole. The Underlying ETFs in which the ETF Allocated Portion currently may invest are described later in this Prospectus in the section entitled “Information Regarding the Underlying ETFs.” The Underlying ETFs in which the ETF Allocated Portion may invest may be changed from time to time without notice or shareholder approval. An investor in the Portfolio will bear both the expenses of the Portfolio as well as the indirect expenses associated with the Underlying ETFs held by the ETF Allocated Portion.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests primarily in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section of the Trust’s Prospectus entitled “More Information on Risks and Benchmarks.” In addition, more information about investing in ETFs and the related risks is included in the section entitled “More Information on Investing in ETFs.”

 

   

Convertible Securities Risk

 

   

Equity Risk

 

   

Exchange Traded Funds Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Emerging Markets Risk

 

   

Growth Investing Risk

 

   

Index-Fund Risk

 

   

Large-Cap Company Risk

 

   

Multiple Adviser Risk

 

   

Small- and Mid-Cap Company Risk

 

66   About the investment portfolios   EQ Advisors Trust


 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for this Portfolio is May 1, 1999. The table below shows the Portfolio’s average annual total returns for the past one year, five years and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to May 25, 2007 the Portfolio had different investment strategies and consisted entirely of an actively managed portfolio of equity securities managed by a single Adviser. Following the investment strategy change, the Portfolio’s assets are managed by three investment advisers using different investment strategies. If the Portfolio had historically been managed using its current strategies, the performance of the Portfolio may have been different. In addition, the Portfolio was advised by a different Adviser prior to May 25, 2007.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
18.78% (2003 2nd Quarter)      –19.69% (2002 3rd Quarter)
*   For periods prior to the date Class IA shares commenced operations (March 25, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
18.63% (2003 2nd Quarter)      –19.81% (2002 3rd Quarter)

 

Average Annual Total Returns     
       One Year    Five Years    Since
Inception

EQ/International Core PLUS Portfolio — Class IA Shares**

           %            %            %

EQ/International Core PLUS Portfolio — Class IB Shares

           %            %            %

MSCI EAFE Index†

           %            %            %
**   For periods prior to the date Class IA shares commenced operations (March 25, 2002), performance information shown is the performance of the Class IB shares which reflects the effect of 12b-1 fees paid by the Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

   

EQ/International Core PLUS Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.60%   0.60%  

Distribution and/or service (12b-1) fees

  None   0.25%†

Other Expenses

         %          %  

Acquired Fund Fees and Expenses (Underlying ETFs)*

         %          %  

Total Annual Portfolio Operating Expenses

         %          %  

Less Waivers/Expense Reimbursements**

         %          %  

Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses**, ***

         %          %  

 

EQ Advisors Trust   About the investment portfolios   67


Equity Portfolios (continued)

 

  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   The Portfolio invests in shares of ETFs, which are considered to be investment companies. Therefore, the Portfolio will, in addition to its own expenses such as management fees, bear its pro rata share of the fees and expenses incurred by the Underlying ETFs and the investment return of the Portfolio will be reduced by each Underlying ETF’s expenses.
**   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed 0.85% for Class IA shares and 1.10% for Class IB shares. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
***   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Net Annual Portfolio Operating Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses (including the expenses of the Underlying ETFs incurred indirectly) remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
  

Class IB

Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

AXA Equitable , through its Funds Management Group unit (“AXA FMG”), 1290 Avenue of the Americas, New York, New York 10104, manages the ETF Allocated Portion. As of December 31, 2008, AXA Equitable had approximately $        billion in assets under management.

 

A committee of AXA FMG investment personnel manages the ETF Allocated Portion. Kenneth Kozlowski serves as the lead portfolio manager of the committee with primary responsibility for day-to-day management of the ETF Allocated Portion. Xavier Poutas assists the lead portfolio manager with day-to-day management of the ETF Allocated Portion, but does not have joint and primary responsibility for management of the Portfolio.

 

Kenneth T. Kozlowski, CFP ® , CHFC, CLU has served as Vice President of AXA Equitable from February 2001 to present. He has had primary responsibility for the asset allocation, fund selection and rebalancing of AXA Equitable’s funds of funds since 2003 and for the ETF Allocated Portion since May 25, 2007. Prior to June 1, 2007, Mr. Kozlowski served as Chief Financial Officer and Treasurer of the Trust since December 2002.

 

Xavier Poutas, CFA ® joined AXA FMG in October 2004 as a Fund Administrator and was involved in the implementation of the asset allocation strategy for AXA Equitable’s funds of funds. From November 2003 to September 2004, he served as Audit Manager of AXA Internal Audit, and from September 2002 to October 2003, he was a senior auditor with AXA Internal Audit. Mr. Poutas assists in portfolio analysis and portfolio performance evaluation with respect to the Portfolio.

 

SSgA Funds Management, Inc. (“SSgA FM”) is located at State Street Financial Center, One Lincoln Street, Boston, MA 02111. SSgA FM is a wholly owned subsidiary of State Street Corporation. As of December 31, 2008, SSgA FM had over $         billion in assets under management. SSgA FM and other advisory affiliates of State Street Corporation make up State Street Global Advisors (“SSgA”), the investment management arm of State Street Corporation.

 

The Index Allocated Portion of the Portfolio is managed by SSgA’s Global Structured Products Group. Portfolio managers Lynn Blake and John Tucker are jointly and primarily responsible for the day-to-day management of the Index Allocated Portion of the Portfolio.

 

Lynn Blake is a Principal of SSgA FM, Senior Managing Director of State Street Global Advisors and the Head of Non-US Markets in the Global Structured Products Group. Ms. Blake joined SSgA in 1987, and is currently responsible for overseeing the management of all non-US equity index strategies as well as serving as portfolio manager for several non-US equity index portfolios.

 

John Tucker is a Principal of SSgA FM, Managing Director of State Street Global Advisors and Head of US Equity Markets in the Global Structured Products Group, he is also responsible for all US equity index strategies and Exchange Traded Funds. Mr. Tucker

 

68   About the investment portfolios   EQ Advisors Trust


 

manages numerous index strategies and works closely with the other Unit Heads in the group. Previously, Mr. Tucker was head of the Structured Products group in SSgA’s London office, where he was responsible for the management of all index strategies in their second largest investment center. Mr. Tucker joined State Street in 1988.

 

Wentworth Hauser and Violich, Inc. (“Wentworth”) and its affiliate Hirayama Investments, LLC (“Hirayama Investments”), each located at 301 Battery Street, Suite 400, San Francisco, CA 94111, manage the Active Allocated Portion of the Portfolio. Wentworth has been providing investment advisory services since 1937. As of December 31, 2008, Wentworth had approximately $         billion in assets under management. Hirayama Investments provides subadvisory services to Wentworth with respect to certain clients utilizing Wentworth’s international strategies.

 

Richard K. Hirayama and Laura A. Stankard are responsible for the day-to-day management of the Active Allocated Portion.

 

Richard K. Hirayama , Senior Vice President and Managing Director, Portfolio Manager and Security Analyst joined Wentworth in 1990 and has had portfolio management responsibilities since that time. Mr. Hirayama is also the managing member of Hirayama Investments and has had portfolio management responsibilities since its inception in 2008.

 

Laura A. Stankard , Vice President, International Security Analyst, and Portfolio Manager, joined Wentworth in 1998. She joined the International Equity Team as an International Security Analyst in 2001. She currently analyzes global economic sectors, industries and companies and has had portfolio management responsibilities since 2008.

 

The Statement of Additional Information provides additional information about the Advisers, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   69


Equity Portfolios (continued)

 

EQ/International Growth Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve capital appreciation.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets in the equity securities of foreign companies , including emerging markets equity securities. The Portfolio may invest a relatively high percentage of its assets in a single country, a small number of countries, or a particular geographic region. The Adviser focuses on investing the Portfolio’s assets in the stocks of companies it believes to have above average earnings growth potential compared to other companies ( i.e. growth companies). Growth companies tend to have stock prices that are high relative to their earnings, dividends, book value, or other financial measures. The Portfolio may invest in companies of any size.

 

The Portfolio intends to invest primarily in common stocks, but it may also invest in other securities that the Adviser believes provide opportunities for capital growth, such as depositary receipts, warrants and securities convertible into common stock.

 

The Adviser uses a bottom-up approach in buying and selling investments for the Portfolio. Investments are selected primarily based on fundamental analysis of issuers and their potential in light of their current financial condition and industry position, and market, economic, political, and regulatory conditions. Factors considered may include analysis of earnings, cash flows, competitive position, and management ability. Quantitative analysis of these and other factors may also be considered. The Adviser may sell a security for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into opportunities believed to be more promising, among others.

 

The Portfolio may engage in active and frequent trading in pursuing its principal investment strategies.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Equity Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

Emerging Markets Risk

 

Geographic Risk

 

   

Growth Investing Risk

 

   

Large-Cap Company Risk

 

   

Portfolio Turnover Risk

 

   

Small- and Mid-Cap Company Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance. This may be particularly true for this Portfolio because a different Adviser advised the Portfolio prior to July 25, 2005.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (Enterprise International Growth Portfolio, a series of Enterprise Accumulation Trust) advised using the same investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor to the Enterprise International Growth Portfolio whose inception date is November 18, 1994, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on July 9, 2004) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
32.15% (1999 4th Quarter)      –27.47% (2002 3rd Quarter)
*   Class IA shares have not commenced operations. Performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

70   About the investment portfolios   EQ Advisors Trust


 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
32.15% (1999 4th Quarter)      –27.47% (2002 3rd Quarter)

 

Average Annual Total Returns
       One Year    Five Years    Ten Years

EQ/International Growth Portfolio — Class IA Shares**

           %            %            %

EQ/International Growth Portfolio — Class IB Shares

           %            %            %

MSCI ACW ex U.S. Growth Index†

           %            %     
**   Class IA shares have not commenced operations. Performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

   

EQ/International Growth Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.85%   0.85%  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Total Annual Portfolio Operating Expenses*

         %          %  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Total Annual Portfolio Operating Expenses for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

MFS Investment Management (“MFS”), 500 Boylston Street, Boston, MA 02116. MFS has been the Adviser to the Portfolio since July 25, 2005. MFS is America’s oldest mutual fund organization. MFS and its predecessor organizations have a history of money management dating from 1924 and founded the first mutual fund in the United States, Massachusetts Investors Trust. As of December 31, 2008, assets under management of the MFS organization were approximately $     billion.

 

Barry Dargan is responsible for the day-to-day portfolio management for the Portfolio. Mr. Dargan is an Investment Officer and Portfolio Manager at MFS. He has been employed in the investment area of MFS since 1996, and has managed the Portfolio since 2001.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   71


Equity Portfolios (continued)

 

EQ/JPMorgan Value Opportunities Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term capital appreciation.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets in equity securities of mid- and large-capitalization companies. For purposes of this Portfolio, issuers with market capitalization between $2 billion and $5 billion are considered mid-capitalization while those above $5 billion are considered large-capitalization.

 

The Adviser employs a value-oriented investment approach that seeks to identify attractive companies through fundamental research and discounted cash flow analysis. The Adviser seeks to identify relative value within sectors by combining company analysis of its research and portfolio management teams with market sentiment and macro-insights of the portfolio managers. The Adviser may sell a security for a variety of reasons, including to invest in a company believed to offer superior investment opportunities.

 

The Portfolio may also invest in investment grade corporate bonds, notes and debentures, preferred stocks and convertible securities (both debt securities and preferred stocks) and U.S. Government securities. It may also invest, to a limited extent, a portion of its assets in debt securities rated below investment grade (so-called “junk bonds”), zero-coupon bonds and payment-in-kind bonds, and high quality U.S. and foreign dollar-denominated money market securities.

 

The Portfolio may invest up to 20% of its total assets in foreign securities, including transactions involving futures contracts, forward contracts and options and foreign currency exchange transactions.

 

There may be times when the Adviser will use additional investment strategies to achieve the Portfolio’s investment objectives. For example, the Portfolio may engage in a variety of investment management practices such as (to a limited extent) buying and selling derivatives, including stock index futures contracts and call and put options.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Fixed Income Risk

 

Credit Risk

 

Interest Rate Risk

 

Investment Grade Securities Risk

 

Junk Bond or Lower Rated Securities Risk

 

Zero Coupon and Pay-in-Kind Securities Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

   

Large-Cap Company Risk

 

   

Mid-Cap Company Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for the Portfolio is May 1, 1997. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance. This may be particularly true for this Portfolio because a different Adviser advised the Portfolio prior to December 13, 2004.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
17.81% (2003 2nd Quarter)      –18.57% (2002 3rd Quarter)
*   For periods prior to the date Class IA shares commenced operations (October 2, 2002) performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay 12b-1 fees.

 

72   About the investment portfolios   EQ Advisors Trust


 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
17.79% (2003 2nd Quarter)      –18.57% (2002 3rd Quarter)

 

Average Annual Total Returns
       One Year    Five Years    Ten Years

EQ/JPMorgan Value
Opportunities Portfolio — Class IA Shares**

           %            %            %

EQ/JPMorgan Value
Opportunities Portfolio — Class IB Shares

           %            %            %

Russell 1000 Value Index†

           %            %            %
**   For periods prior to the date Class IA shares commenced operations (October 2, 2002) performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

   

EQ/JPMorgan Value Opportunities Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.60%   0.60%  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Total Annual Portfolio Operating Expenses

         %          %  

Less Fee Waiver/Expense Reimbursement*

         %          %  

Net Annual Portfolio Operating Expenses**

  0.75%   1.00%  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within five years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

JPMorgan Investment Management Inc. (“JPMorgan”) 245 Park Avenue, New York, New York 10167, has served as Adviser of the Portfolio since December 13, 2004. JPMorgan manages portfolios for corporations, governments, endowments, as well as many of the largest corporate retirement plans in the nation. As of December 31, 2008, JPMorgan and its affiliates had $         trillion in assets under management.

 

EQ Advisors Trust   About the investment portfolios   73


Equity Portfolios (continued)

 

Alan Gutmann, Vice President, is primarily responsible for the day-to-day management of the Portfolio. Mr. Gutmann is a Vice President and Portfolio Manager in the Large Cap Value Strategy Team and has been with JPMorgan in this capacity since 2003.

 

Kelly B. Miller, Vice President, is a co-portfolio manager in the Large Cap Value Strategy Team. Ms. Miller has been with JPMorgan since 2002. Prior to becoming a portfolio manager she worked as an investment assistant for the U.S. Equity Team and an analyst on the U.S. Equity Client Portfolio Management Team.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

74   About the investment portfolios   EQ Advisors Trust


 

EQ/Large Cap Core PLUS Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term growth of capital with a secondary objective to seek reasonable current income. For purposes of this Portfolio, the words “reasonable current income” mean moderate income.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in securities of large-cap companies (or other financial instruments that derive their value from the securities of such companies). Large-cap companies mean those companies with market capitalizations within the range of the following indices at the time of purchase: S&P 500 Index (market capitalization range of approximately $         billion - $         billion as of December 31, 2008), S&P 100 Index (market capitalization range of approximately $         billion - $         billion as of December 31, 2008), Russell 1000 Index (market capitalization range of approximately $         million - $         billion as of December 31, 2008), Morningstar Large Core Index (market capitalization range of approximately $         billion - $         billion), NYSE 100 Index (market capitalization $         billion - $         billion as of December 31, 2008).

 

The Portfolio’s assets normally are allocated among three investment managers, each of which manage its portion of the Portfolio using a different but complementary investment strategy. One portion of the Portfolio is actively managed by an Adviser (“Active Allocated Portion”); one portion of the Portfolio tracks the performance of a particular index (“Index Allocated Portion”); and one portion of the Portfolio invests in exchange-traded funds (“ETFs”) (“ETF Allocated Portion”). Under normal circumstances, the Active Allocated Portion consists of approximately 30% of the Portfolio’s net assets, the Index Allocated Portion will consist of approximately 60% of the Portfolio’s net assets and the ETF Allocated Portion consists of approximately 10% of the Portfolio’s net assets.

 

Each of the above percentages is an asset allocation target established by AXA Equitable to achieve the Portfolio’s investment objective and may be changed without shareholder approval. Actual allocations among the distinct portions of the Portfolio may deviate from the amounts shown above by up to 15% of the Portfolio’s net assets. The asset allocation range for each portion of the Portfolio is as follows: 15% - 45% in the Active Allocated Portion; 45% - 75% in the Index Allocated Portion; and 0% - 25% in the ETF Allocated Portion. Each portion of the Portfolio may deviate temporarily from its asset allocation target for defensive purposes or as a result of appreciation or depreciation of its holdings. AXA Equitable rebalances each portion of the Portfolio as it deems appropriate. To the extent that the Portfolio takes a temporary defensive position, it may not be pursuing its investment goal.

 

The Active Allocated Portion primarily invests in common stocks, but it also may invest in other securities that the Adviser believes provide opportunities for capital appreciation, such as preferred stocks, warrants and securities convertible into common stock. The Active Allocated Portion may invest up to 20% of its total assets in securities of foreign issuers, including those in developing markets. The Active Allocated Portion may also engage in active and frequent trading to achieve the Portfolio’s investment objective.

 

In choosing investments for the Active Allocated Portion, the Adviser seeks to find underpriced large-capitalization securities that have a clear catalyst for significant price appreciation within a definable time horizon. The Adviser utilizes a concentrated strategy that focuses on 20-30 stocks. The Adviser’s investment process is based on fundamental, bottom-up research that includes quantitative screening to identify candidates based on valuation and earnings stability and qualitative analysis to identify investment catalysts through extensive research. The Adviser to the Active Allocated Portion uses a combination of growth and value investing. The Adviser may sell a security for a variety of reasons, such as to invest in a company believed to offer superior investment opportunities.

 

The Index Allocated Portion of the Portfolio seeks to track the performance of the S&P 500 Index with minimal tracking error. Generally, the Index Allocated Portion employs full replication, holding each company in proportion to its market capitalization weight in the S&P 500 Index, although, in certain instances a sampling approach may be utilized for a small portion of the Index Allocated Portion. The sampling approach strives to match the index characteristics without having to purchase every stock in the index.

 

The ETF Allocated Portion invests in ETFs (the “Underlying ETFs”) that meet the investment criteria of the Portfolio as a whole. The Underlying ETFs in which the ETF Allocated Portion currently may invest are described later in this Prospectus in the section entitled “Information Regarding the Underlying ETFs.” The Underlying ETFs in which the ETF Allocated Portion may invest may be changed from time to time without notice or shareholder approval. An investor in the Portfolio will bear both the expenses of the Portfolio as well as the indirect expenses associated with the Underlying ETFs held by the ETF Allocated Portion.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests primarily in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section of the Trust’s

 

EQ Advisors Trust   About the investment portfolios   75


Equity Portfolios (continued)

 

Prospectus entitled “More Information on Risks and Benchmarks.” In addition, more information about investing in ETFs and the related risks is included in the section entitled “More Information on Investing in ETFs.”

 

   

Convertible Securities Risk

 

   

Equity Risk

 

   

Exchange Traded Funds Risk

 

   

Focused Portfolio Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Emerging Market Risk

 

   

Growth Investing Risk

 

   

Index-Fund Risk

 

   

Large-Cap Company Risk

 

   

Multiple Adviser Risk

 

   

Portfolio Turnover Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for this Portfolio is January 1, 1999. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to May 25, 2007 the Portfolio had different investment strategies and consisted entirely of an actively managed portfolio of equity securities managed by a single Adviser. Following the investment strategy change, the Portfolio’s assets are managed by three investment advisers using different investment strategies. If the Portfolio had historically been managed using its current strategies, the performance of the Portfolio may have been different. In addition, the Portfolio was advised by a different Adviser prior to May 25, 2007.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
13.47% (2003 2nd Quarter)      –15.36% (2002 3rd Quarter)
*   For periods prior to the date Class IA shares commenced operations (March 25, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by the Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
13.47% (2003 2nd Quarter)      –15.37% (2002 3rd Quarter)

 

Average Annual Total Returns       
       One Year      Five Years      Ten Years

EQ/Large Cap Core PLUS Portfolio — Class IA Shares**

           %              %              %

EQ/Large Cap Core PLUS Portfolio — Class IB Shares

           %              %              %

S&P 500 Index†

           %              %              %
**   For periods prior to the date Class IA shares commenced operations (March 25, 2002), performance information shown is the performance of the Class IB shares which reflects the effect of 12b-1 fees paid by the Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

76   About the investment portfolios   EQ Advisors Trust


 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

   

EQ/Large Cap Core PLUS Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.50%     0.50%  

Distribution and/or service (12b-1) fees

  None   0.25%†

Other Expenses

         %            %  

Acquired Fund Fees and Expenses (Underlying ETFs)*

         %            %  

Total Annual Portfolio Operating Expenses

         %            %  

Less Waivers/Expense Reimbursements**

         %            %  

Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses**, ***

         %            %  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   The Portfolio invests in shares of ETFs, which are considered to be investment companies. Therefore, the Portfolio will, in addition to its own expenses such as management fees, bear its pro rata share of the fees and expenses incurred by the Underlying ETFs and the investment return of the Portfolio will be reduced by each Underlying ETF’s expenses.
**   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed 0.75% for Class IA shares and 1.00% for Class IB shares. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within five years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust — Expense Limitation Agreement.”
***   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses (including the expenses of the Underlying ETFs incurred indirectly) remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
  

Class IB

Shares

1 Year

   $             $         

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

AXA Equitable , through its Funds Management Group unit (“AXA FMG”), 1290 Avenue of the Americas, New York, New York 10104, manages the ETF Allocated Portion. As of December 31, 2008, AXA Equitable had approximately $         billion in assets under management.

 

A committee of AXA FMG investment personnel manages the ETF Allocated Portion. Kenneth Kozlowski serves as the lead portfolio manager of the committee with primary responsibility for day-to-day management of the ETF Allocated Portion. Xavier Poutas assists the lead portfolio manager with day-to-day management of the ETF Allocated Portion, but does not have joint and primary responsibility for management of the Portfolio.

 

Kenneth T. Kozlowski, CFP ® , CHFC, CLU has served as Vice President of AXA Equitable from February 2001 to present. He has had primary responsibility for the asset allocation, fund selection and rebalancing of AXA Equitable’s funds of funds since 2003 and for the ETF Allocated Portion since May 25, 2007. Prior to June 1, 2007, Mr. Kozlowski served as Chief Financial Officer and Treasurer of the Trust since December 2002.

 

Xavier Poutas, CFA ® joined AXA FMG in October 2004 as a Fund Administrator and was involved in the implementation of the asset allocation strategy for AXA Equitable’s funds of funds. From November 2003 to September 2004, he served as Audit Manager of AXA Internal Audit, and from September 2002 to October 2003, he was a senior auditor with AXA Internal Audit. Mr. Poutas assists in portfolio analysis and portfolio performance evaluation with respect to the Portfolio.

 

SSgA Funds Management, Inc. (“SSgA FM”) is located at State Street Financial Center, One Lincoln Street, Boston, MA 02111. SSgA FM is a wholly owned subsidiary of State Street Corporation. As of

 

EQ Advisors Trust   About the investment portfolios   77


Equity Portfolios (continued)

 

December 31, 2008, SSgA FM had over $         billion in assets under management. SSgA FM and other advisory affiliates of State Street Corporation make up State Street Global Advisors (“SSgA”), the investment management arm of State Street Corporation.

 

The Index Allocated Portion of the Portfolio is managed by SSgA’s Global Structured Products Group. Portfolio managers Lynn Blake and John Tucker are jointly and primarily responsible for the day-to-day management of the Index Allocated Portion of the Portfolio.

 

Lynn Blake is a Principal of SSgA FM, Senior Managing Director of State Street Global Advisors and the Head of Non-US Markets in the Global Structured Products Group. Ms. Blake joined SSgA in 1987, and is currently responsible for overseeing the management of all non-US equity index strategies as well as serving as portfolio manager for several non-US equity index portfolios.

 

John Tucker is a Principal of SSgA FM, Managing Director of State Street Global Advisors and Head of US Equity Markets in the Global Structured Products Group, he is also responsible for all U.S. equity index strategies and Exchange Traded Funds. Mr. Tucker manages numerous index strategies and works closely with the other Unit Heads in the group. Previously, Mr. Tucker was head of the Structured Products group in SSgA’s London office, where he was responsible for the management of all index strategies in their second largest investment center. Mr. Tucker joined State Street in 1988.

 

Institutional Capital LLC (“ICAP”), 225 West Wacker Drive, Suite 2400, Chicago, IL 60606, manages the Active Allocated Portion of the Portfolio. ICAP is a registered investment adviser. As of December 31, 2008, ICAP had approximately $12.2 billion in assets under management.

 

Jerrold K. Senser and Tom Wenzel are jointly and primarily responsible for the day-to-day management of the Active Allocated Portion.

 

Jerrold K. Senser serves as Chief Executive Officer and Chief Investment Officer of ICAP. He heads the investment committee and is a lead portfolio manager for all ICAP’s investment strategies. Mr. Senser joined ICAP in 1986 and has portfolio management responsibilities since that time.

 

Tom Wenzel , Executive Vice President and Director of Research, is a senior member of the investment committee. Mr. Wenzel serves as a lead portfolio manager for all ICAP’s investment strategies. He joined ICAP in 1993 and has had portfolio management responsibility since that time.

 

The Statement of Additional Information provides additional information about the Advisers, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

78   About the investment portfolios   EQ Advisors Trust


 

EQ/Large Cap Growth Index Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve a total return before expenses that approximates the total return performance of the Russell 1000 Growth Index, including reinvestment of dividends at a risk level consistent with the Russell 1000 Growth Index.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities in the Russell 1000 Growth Index (“1000 Growth Index”). The 1000 Growth Index measures the performance of the large-cap growth segment of the U.S. equity universe. As of December 31, 2008, the market capitalization of companies in the 1000 Growth Index ranged from $        million to $        billion. A company’s market capitalization is based on its current market capitalization or its market capitalization at the time of the Portfolio’s investment.

 

The Adviser does not anticipate utilizing customary economic, financial or market analyses or other traditional investment techniques to manage the Portfolio. The Portfolio is constructed and maintained by utilizing a replication construction technique. That is, the Portfolio seeks to hold all securities in the 1000 Growth Index in the exact weight each represents in the Index.

 

When cash is accumulated in the Portfolio due to income receipts and monies from corporate actions the Portfolio will invest cash in common stocks as described above. The Portfolio will, however, remain substantially fully invested in common stocks even when common stock prices are generally falling. Similarly, adverse performance of a stock will ordinarily not result in its elimination from the Portfolio.

 

In order to reduce brokerage costs, maintain liquidity to meet shareholder redemptions or minimize tracking error when the Portfolio holds cash, the Portfolio may from time to time buy and hold appropriate futures and options on such future contracts. The contract value of futures contracts purchased by the Portfolio plus the contract value of futures contracts underlying call options purchased by the Portfolio will not exceed 20% of the Portfolio’s total assets. The Portfolio may seek to increase income by lending portfolio securities with a value up to 33.33% of its net assets to broker-dealers.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Derivatives Risk

   

Equity Risk

   

Index-Fund Risk

   

Growth Investing Risk

   

Large-Cap Company Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The commencement date for this Portfolio is May 1, 1999. The table below shows the Portfolio’s average annual total returns for the Portfolio for one year, five years and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to December 1, 2008, the Portfolio had a different investment strategy and consisted entirely of an actively managed portfolio of equity securities. If the Portfolio had historically been managed using its current strategy, the performance of the Portfolio may have been different.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
11.62% (2003 2nd Quarter)      –19.69% (2001 3rd Quarter)

 

 

EQ Advisors Trust   About the investment portfolios   79


Equity Portfolios (continued)

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
11.52% (2003 2nd Quarter)      –19.76% (2001 3rd Quarter)

 

Average Annual Total Returns       
       One Year    Five Years      Since
Inception

EQ/Large Cap Growth Index Portfolio — Class IA Shares

           %            %              %

EQ/Large Cap Growth Index Portfolio — Class IB Shares

           %            %              %

Russell 1000 Growth Index†

           %            %              %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)
   

EQ/Large Cap Growth Index Portfolio

  Class IA Shares   Class IB Shares

Management Fee

        %         %

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

        %         %

Total Annual Portfolio Operating Expenses

        %         %

Less Fee Waiver/Expense Reimbursement*

          %             %  

Net Annual Portfolio Operating Expenses**

        %         %
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Net Annual Portfolio Operating Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

AllianceBernstein L.P. (“AllianceBernstein”), 1345 Avenue of the Americas, New York, New York 10105. [AllianceBernstein has been the Adviser to the Portfolio since the Portfolio commenced its operations.] AllianceBernstein manages investments for investment companies, endowment funds, insurance companies, foreign entities, qualified and non-tax qualified corporate funds, public and private pension and profit-sharing plans, foundations and tax-exempt organizations. As of December 31, 2008, AllianceBernstein had approximately $        billion in assets under management.

 

The management of and investment decisions for the Portfolio are made by AllianceBernstein’s Passive Equity Investment Team, which is responsible for management of all of AllianceBernstein’s Passive Equity

 

80   About the investment portfolios   EQ Advisors Trust


 

accounts. The Passive Equity Investment Team relies heavily on quantitative tools. Judith DeVivo is primarily responsible for day-to-day management of the Portfolio.

 

Ms. DeVivo manages equity portfolios benchmarked to a variety of indexes including the S&P 500, S&P Mid Cap, S&P Small Cap and Russell 2000 in addition to several customized accounts. Ms. DeVivo, a Senior Vice President and Portfolio Manager, joined AllianceBernstein in 1971, joined the Passive Management Group in 1984 and has had portfolio management responsibility since that time.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   81


Equity Portfolios (continued)

 

EQ/Large Cap Growth PLUS Portfolio

 

INVESTMENT OBJECTIVE: Seeks to provide long-term capital growth.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in securities of large-cap companies (or other financial instruments that derive their value from the securities of such companies). Large-cap companies mean those companies with market capitalizations within the range of the following indices at the time of purchase: S&P 500 Index (market capitalization range of approximately $        billion - $        billion as of December 31, 2008), Russell 1000 Index (market capitalization range of approximately $        billion - $        billion as of December 31, 2008), S&P 100 Index (market capitalization range of approximately $        billion - $        billion as of December 31, 2008) Morningstar Large Core Index (market capitalization range of approximately $        billion - $        billion), NYSE 100 Index (market capitalization $        billion - $        billion as of December 31, 2008).

 

The Portfolio’s assets normally are allocated among three investment managers, each of which manage its portion of the Portfolio using a different but complementary investment strategy. One portion of the Portfolio is actively managed by an Adviser (“Active Allocated Portion”); one portion of the Portfolio tracks the performance of a particular index (“Index Allocated Portion”); and one portion of the Portfolio invests in exchange-traded funds (“ETFs”) (“ETF Allocated Portion”). Under normal circumstances, the Active Allocated Portion consists of approximately 30% of the Portfolio’s net assets, the Index Allocated Portion consists of approximately 60% of the Portfolio’s net assets and the ETF Allocated Portion consists of approximately 10% of the Portfolio’s net assets.

 

Each of the above percentages is an asset allocation target established by AXA Equitable to achieve the Portfolio’s investment objective and may be changed without shareholder approval. Actual allocations among the distinct portions of the Portfolio may deviate from the amounts shown above by up to 15% of the Portfolio’s net assets. The asset allocation range for each portion of the Portfolio is as follows: 15% - 45% in the Active Allocated Portion; 45% - 75% in the Index Allocated Portion; and 0% - 25% in the ETF Allocated Portion. Each portion of the Portfolio may deviate temporarily from its asset allocation target for defensive purposes or as a result of appreciation or depreciation of its holdings. AXA Equitable rebalances each portion of the Portfolio as it deems appropriate. To the extent that the Portfolio takes a temporary defensive position, it may not be pursuing its investment goal.

 

The Active Allocated Portion primarily invests in common stocks, but it also may invest in other securities that the Adviser believes provide opportunities for capital appreciation, such as preferred stocks, warrants and securities convertible into common stock. The Active Allocated Portion may also invest up to 25% of its total assets in securities of foreign issuers (which may include up to 15% of its total assets in emerging market countries at the time of purchase), which may be publicly traded in the United States or on a foreign exchange, and may be denominated in a foreign currency. The Active Allocation Portion also may engage in active and frequent trading to achieve the Portfolio’s investment objective.

 

In choosing investments, the Adviser utilizes a “focus” style, which concentrates the Active Allocation Portion’s investments in a core position of 20-30 companies selected for their growth potential. The Adviser uses an approach that combines “top-down” macroeconomic analysis with “bottom-up” stock selection. The “top-down” approach may take into consideration such macro-economic factors as, without limitation, interest rates, inflation, demographics, the regulatory environment and the global competitive landscape. As a result of the “top-down” analysis, the Adviser seeks to identify sectors, industries and companies that may benefit from the overall trends the Adviser has observed. The Adviser then looks for individual companies or securities with earnings growth potential that may not be recognized by the market at large. This is called “bottom-up” stock selection. The Adviser may sell a security for a variety of reasons, such as to invest in a company believed to offer superior investment opportunities.

 

The Index Allocated Portion of the Portfolio seeks to track the performance of the Russell 1000 Growth Index with minimal tracking error. Generally, the Index Allocated Portion employs full replication, holding each company in proportion to its market capitalization weight in the Russell 1000 Growth Index, although, in certain instances a sampling approach may be utilized for a small portion of the Index Allocated Portion. The sampling approach strives to match the index characteristics without having to purchase every stock in the index.

 

The ETF Allocated Portion invests in ETFs (the “Underlying ETFs”) that meet the investment criteria of the Portfolio as a whole. The Underlying ETFs in which the ETF Allocated Portion currently may invest are described later in this Prospectus in the section entitled “Information Regarding the Underlying ETFs.” The Underlying ETFs in which the ETF Allocated Portion may invest may be changed from time to time without notice or shareholder approval. An investor in the Portfolio will bear both the expenses of the Portfolio as well as the indirect expenses associated with the Underlying ETFs held by the ETF Allocated Portion.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests primarily in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section of the Trust’s

 

82   About the investment portfolios   EQ Advisors Trust


 

Prospectus entitled “More Information on Risks and Benchmarks.” In addition, more information about investing in ETFs and the related risks is included in the section entitled “More Information on Investing in ETFs.”

 

   

Convertible Securities Risk

 

   

Equity Risk

 

   

Exchange Traded Funds Risk

 

   

Focused Portfolio Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Emerging Markets Risk

 

   

Growth Investing Risk

 

   

Index-Fund Risk

 

   

Large-Cap Company Risk

 

   

Multiple Adviser Risk

 

   

Portfolio Turnover Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for this Portfolio is May 1, 1997. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to May 25, 2007 the Portfolio had different investment strategies and consisted entirely of an actively managed portfolio of equity securities managed by a single adviser. Following the investment strategy change, the Portfolio’s assets are managed by three investment advisers using different investment strategies. If the Portfolio had historically been managed using its current strategies, the performance of the Portfolio may have been different. In addition, the Portfolio was advised by a different Adviser prior to May 25, 2007.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
53.14% (1999 4th Quarter)      –28.43% (2001 3rd Quarter)
*   For periods prior to the date Class IA shares commenced operations (November 24, 1998), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by the Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
53.01% (1999 4th Quarter)      –28.50% (2001 3rd Quarter)

 

Average Annual Total Returns
       One Year      Five Years    Ten Years

EQ/Large Cap Growth PLUS Portfolio — Class IA Shares**

           %              %            %

EQ/Large Cap Growth PLUS Portfolio — Class IB Shares

           %              %            %

Russell 1000 Growth Index†

           %              %            %
**   For periods prior to the date Class IA shares commenced operations (November 24, 1998), performance information shown is the performance of the Class IB shares which reflects the effect of 12b-1 fees paid by the Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

EQ Advisors Trust   About the investment portfolios   83


Equity Portfolios (continued)

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

   

EQ/Large Cap Growth PLUS Portfolio

  Class IA Shares   Class IB Shares

Management Fee

        %         %

Distribution and/or service (12b-1) fees

  None     0.25%†

Other Expenses

        %         %

Acquired Fund Fees and Expenses (Underlying ETFs)*

        %         %

Total Annual Portfolio Operating Expenses

        %         %

Less Waivers/Expense Reimbursements**

          %             %  

Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses**, ***

        %         %
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   The Portfolio invests in shares of ETFs, which are considered to be investment companies. Therefore, the Portfolio will, in addition to its own expenses such as management fees, bear its pro rata share of the fees and expenses incurred by the Underlying ETFs and the investment return of the Portfolio will be reduced by each Underlying ETF’s expenses.
**   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed 0.75% for Class IA shares and 1.00% for Class IB shares. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust — Expense Limitation Agreement.”
***   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses (including the expenses of the Underlying ETFs incurred indirectly) remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

      

Class IA

Shares

  

Class IB

Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

AXA Equitable , through its Funds Management Group unit (“AXA FMG”), 1290 Avenue of the Americas, New York, New York 10104, manages the ETF Allocated Portion. As of December 31, 2008, AXA Equitable had approximately $        billion in assets under management.

 

A committee of AXA FMG investment personnel manages the ETF Allocated Portion. Kenneth Kozlowski serves as the lead portfolio manager of the committee with primary responsibility for day-to-day management of the ETF Allocated Portion. Xavier Poutas assists the lead portfolio manager with day-to-day management of the ETF Allocated Portion, but does not have joint and primary responsibility for management of the Portfolio.

 

Kenneth T. Kozlowski, CFP ® , CHFC, CLU has served as Vice President of AXA Equitable from February 2001 to present. He has had primary responsibility for the asset allocation, fund selection and rebalancing of AXA Equitable’s funds of funds since 2003 and for the ETF Allocated Portion since May 25, 2007. Prior to June 1, 2007, Mr. Kozlowski served as Chief Financial Officer and Treasurer of the Trust since December 2002.

 

Xavier Poutas, CFA ® joined AXA FMG in October 2004 as a Fund Administrator and was involved in the implementation of the asset allocation strategy for AXA Equitable’s funds of funds. From November 2003 to September 2004, he served as Audit Manager of AXA Internal Audit, and from September 2002 to October 2003, he was a senior auditor with AXA Internal Audit. Mr. Poutas assists in portfolio analysis and portfolio performance evaluation with respect to the Portfolio.

 

SSgA Funds Management, Inc. (“SSgA FM”) is located at State Street Financial Center, One Lincoln Street, Boston, MA 02111. SSgA FM is a wholly owned subsidiary of State Street Corporation. As of

 

84   About the investment portfolios   EQ Advisors Trust


 

December 31, 2008, SSgA FM had over $        billion in assets under management. SSgA FM and other advisory affiliates of State Street Corporation make up State Street Global Advisors (“SSgA”), the investment management arm of State Street Corporation

 

The Index Allocated Portion of the Portfolio is managed by SSgA’s Global Structured Products Group. Portfolio managers Lynn Blake and John Tucker are jointly and primarily responsible for the day-to-day management of the Index Allocated Portion of each PLUS Portfolio.

 

Lynn Blake is a Principal of SSgA FM, Senior Managing Director of State Street Global Advisors and the Head of Non-US Markets in the Global Structured Products Group. Ms. Blake joined SSgA in 1987, and is currently responsible for overseeing the management of all non-US equity index strategies as well as serving as portfolio manager for several non-US equity index portfolios.

 

John Tucker is a Principal of SSgA FM, Managing Director of State Street Global Advisors and Head of US Equity Markets in the Global Structured Products Group, he is also responsible for all U.S. equity index strategies and Exchange Traded Funds. Mr. Tucker manages numerous index strategies and works closely with the other Unit Heads in the group. Previously, Mr. Tucker was head of the Structured Products group in SSgA’s London office, where he was responsible for the management of all index strategies in their second largest investment center. Mr. Tucker joined State Street in 1988.

 

Marsico Capital Management LLC (“Marsico”), 1200 17 th Street, Suite 1600, Denver, CO 80202, manages the Active Allocated Portion of the Portfolio. Marsico was organized in September 1997 as a registered investment adviser. Marsico provides investment advisory services to other mutual funds and private accounts. As of December 31, 2008, Marsico had approximately $ 56 billion in assets under management.

 

Thomas F. Marsico is primarily responsible for the day-to-day management of the Active Allocated Portion. Mr. Marsico has been Chief Executive Officer and Chief Investment Officer of Marsico since its inception in 1997. Mr. Marsico has over 20 years of experience as a securities analyst and portfolio manager.

 

The Statement of Additional Information provides additional information about the Advisers, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Managers’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   85


Equity Portfolios (continued)

 

EQ/Large Cap Value Index Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve a total return before expenses that approximates the total return performance of the Russell 1000 Value Index, including reinvestment of dividends, at a risk level consistent with that of the Russell 1000 Value Index.

 

THE INVESTMENT STRATEGY

 

The Portfolio normally invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities in the Russell 1000 Value Index. The Russell 1000 Value Index measures the performance of the large-cap value segment of the U.S. equity universe. As of December 31, 2008, the market capitalization of companies in the Russell 1000 Value Index ranged from $         million to $         billion. The Adviser does not anticipate utilizing customary economic, financial or market analyses or other traditional investment techniques to manage the Portfolio. The Portfolio is constructed and maintained by utilizing a replication construction technique. That is, the Portfolio seeks to hold all securities in the Russell 1000 Value Index in the exact weight each represents in the Index, although, in certain instances a sampling approach may be utilized.

 

The Portfolio will, however, remain substantially fully invested in common stocks even when common stock prices are generally falling. Similarly, adverse performance of a stock will ordinarily not result in its elimination from the Portfolio.

 

In order to reduce brokerage costs, maintain liquidity to meet shareholder redemptions or minimize tracking error when the Portfolio holds cash, the Portfolio may from time to time buy and hold futures contracts on the Russell 1000 Value Index and options on such futures contracts. The contract value of futures contracts purchased by the Portfolio plus the contract value of futures contracts underlying call options purchased by the Portfolio will not exceed 20% of the Portfolio’s total assets. The Portfolio may seek to increase income by lending portfolio securities with a value up to 33.33% of its net assets to broker-dealers.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Index-Fund Risk

 

   

Large-Cap Company Risk

 

   

Value Investing Risk

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for this Portfolio is October 3, 2005. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to December 1, 2008, the Portfolio had a different investment strategy and consisted entirely of an actively managed portfolio of equity securities. If the Portfolio had historically been managed using its current strategy, the performance of the Portfolio may have been different. In addition, the Portfolio was advised by a different Adviser prior to December 1, 2008.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
10.06% (2006 4th Quarter)      –8.75% (2007 4th Quarter)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
9.96% (2006 4th Quarter)      –8.77% (2007 4th Quarter)

 

86   About the investment portfolios   EQ Advisors Trust


 

Average Annual Total Returns
       One Year      Since
Inception

EQ/Large Cap Value Index
Portfolio — Class IA Shares

           %              %

EQ/Large Cap Value Index
Portfolio — Class IB Shares

           %              %

Russell 1000 Value Index*, †

           %              %

S&P 500 Index†

           %              %
*   Effective December 1, 2008, the Portfolio changed its benchmark from the S&P 500 Index to the Russell 1000 Value Index. The Portfolio changed its benchmark because the Manager believes that the Russell 1000 Value Index reflects more closely the securities and sectors in which the Portfolio invests.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, re-invest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)
   

EQ/Large Cap Value Index Portfolio

  Class IA Shares   Class IB Shares

Management Fee

         %          %  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Total Annual Portfolio Operating Expenses

         %          %  

Less Fee Waiver/Expense Reimbursement*

         %          %  

Net Annual Portfolio Operating Expenses**

  0.75%   1.00%  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction, the Net Annual Portfolio Operating Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions, your costs would be:

 

      

Class IA

Shares

  

Class IB

Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

SSgA Funds Management, Inc. (“SSgA FM”) is located at State Street Financial Center, One Lincoln Street, Boston, MA 02111. SSgA FM is a wholly owned subsidiary of State Street Corporation. As of December 31, 2008, SSgA FM had over $        billion in assets under management. SSgA FM and other advisory affiliates of State Street Corporation make up State Street Global Advisors (“SSgA”), the investment management arm of State Street Corporation.

 

The Portfolio is managed by SSgA’s Global Structured Products Group. Portfolio managers Lynn Blake and John Tucker are jointly and primarily responsible for the day-to-day management of the Index Allocated Portion of the PLUS Portfolio.

 

Lynn Blake is a Principal of SSgA FM, Managing Director of State Street Global Advisors and the Head of Non-US Markets in the Global Structured Products Group. Ms. Blake joined SSgA in 1987, and is currently responsible for overseeing the management of all non-US equity index strategies as well as serving as portfolio manager for several non-US equity index portfolios.

 

John Tucker is a Principal of SSgA FM, Managing Director of State Street Global Advisors and Head of US Equity Markets in the Global Structured Products Group. He is also responsible for all Derivative Strategies and Exchange Traded Funds. Mr. Tucker manages numerous index strategies and works closely with the other Unit Heads in the group. Previously, Mr. Tucker was head of

 

EQ Advisors Trust   About the investment portfolios   87


Equity Portfolios (continued)

 

the Structured Products group in SSgA’s London office, where he was responsible for the management of all index strategies in their second largest investment center. Mr. Tucker joined State Street in 1988.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

88   About the investment portfolios   EQ Advisors Trust


 

EQ/Large Cap Value PLUS Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve capital appreciation.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in securities of large-cap companies (or other financial instruments that derive their value from the securities of such companies). Large-cap companies mean those companies with market capitalizations within the range of the following indices at the time of purchase: S&P 500 Index (market capitalization range of approximately $        billion - $        billion as of December 31, 2008), Russell 1000 Index (market capitalization range of approximately $        billion - $        billion as of December 31, 2008), S&P 100 Index (market capitalization range of approximately $        billion - $        billion as of December 31, 2008) Morningstar Large Core Index (market capitalization range of approximately $        billion - $        billion), NYSE 100 Index (market capitalization $        billion - $        billion as of December 31, 2008).

 

The Portfolio’s assets normally are allocated among three investment managers, each of which manage its portion of the Portfolio using a different but complementary investment strategy. One portion of the Portfolio is actively managed by an Adviser (“Active Allocated Portion”); one portion of the Portfolio tracks the performance of a particular index (“Index Allocated Portion”); and one portion of the Portfolio invests in exchange-traded funds (“ETFs”) (“ETF Allocated Portion”). Under normal circumstances, the Active Allocated Portion consists of approximately 30% of the Portfolio’s net assets, the Index Allocated Portion consists of approximately 60% of the Portfolio’s net assets and the ETF Allocated Portion consists of approximately 10% of the Portfolio’s net assets.

 

Each of the above percentages is an asset allocation target established by AXA Equitable to achieve the Portfolio’s investment objective and may be changed without shareholder approval. Actual allocations among the distinct portions of the Portfolio may deviate from the amounts shown above by up to 15% of the Portfolio’s net assets. The asset allocation range for each portion of the Portfolio is as follows: 15%-45% in the Active Allocated Portion; 45%-75% in the Index Allocated Portion; and 0%-25% in the ETF Allocated Portion. Each portion of the Portfolio also may deviate temporarily from its asset allocation target for defensive purposes or as a result of appreciation or depreciation of its holdings. AXA Equitable rebalances each portion of the Portfolio as it deems appropriate. To the extent that the Portfolio takes a temporary defensive position, it may not be pursuing its investment goal.

 

The Active Allocated Portion of the Portfolio primarily invests in equity securities, which includes common stocks, preferred stocks and securities convertible into or exchangeable for common stocks. The Active Allocated Portion of the Portfolio generally will invest in large-cap companies, which are defined for purposes of this portion as companies with market capitalizations of $1 billion or more.

 

In managing the Active Allocated Portion, the Adviser uses a value-oriented, “bottom-up” approach (individual stock selection) to find companies that have: (1) low price to earnings ratio; (2) high yield,; (3) unrecognized assets; (4) the possibility of manager change; and (5) the prospect of improved profitability. The Adviser may sell a security for a variety of reasons, including to invest in a company believed to offer superior investment opportunities.

 

The Index Allocated Portion of the Portfolio seeks to track the performance of the Russell 1000 Value Index with minimal tracking error. Generally, the Index Allocated Portion employs full replication, holding each company in proportion to its market capitalization weight in the 1000 Value Index, although, in certain instances a sampling approach may be utilized for a small portion of the Index Allocated Portion. The sampling approach strives to match the index characteristics without having to purchase every stock in the index. The Portfolio may from time to time buy and hold appropriate futures contracts.

 

The ETF Allocated Portion invests in ETFs (the “Underlying ETFs”) that meet the investment criteria of the Portfolio as a whole. The Underlying ETFs in which the ETF Allocated Portion may invest may be changed from time to time without notice or shareholder approval. An investor in the Portfolio will bear both the expenses of the Portfolio as well as the indirect expenses associated with the Underlying ETFs held by the ETF Allocated Portion.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests primarily in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.” In addition, more information about investing in ETFs and the related risks is included in the section entitled “More Information on Investing in ETFs.”

 

   

Convertible Securities Risk

 

   

Equity Risk

 

   

ETF Risk

 

   

Focused Portfolio Risk

 

   

Index-Fund Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Emerging Markets Risk

 

   

Large-Cap Company Risk

 

   

Multiple Adviser Risk

 

EQ Advisors Trust   About the investment portfolios   89


Equity Portfolios (continued)

 

   

Portfolio Turnover Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The Portfolio’s commencement date was January 1, 1998. The table below shows the Portfolio’s average annual total returns for the Portfolio for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to December 1, 2008 the Portfolio had different investment strategies and consisted entirely of an actively managed portfolio of equity securities managed by a single Adviser. Following the investment strategy change, the Portfolio’s assets are managed using different investment strategies. If the Portfolio had historically been managed using its current strategies, the performance of the Portfolio may have been different.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (              Quarter)      –18.20% (2002 3rd Quarter)
*   For periods prior to the date Class IA shares commenced operations (May 18, 2001), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
23.34% (1998 4th Quarter)      –18.23% (2002 3rd Quarter)

 

Average Annual Total Returns       
       One Year    Five Years      Ten Years

EQ/Large Cap Value PLUS Portfolio — Class IA Shares**

   %    %      %

EQ/Large Cap Value PLUS Portfolio — Class IB Shares

   %    %      %

Russell 1000 Value Index†

   %    %      %
**   For periods prior to the date Class IA shares commenced operations (May 18, 2001), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

   

EQ/Large Cap Value PLUS Portfolio

  Class IA Shares   Class IB Shares

Management Fee

         %          %

Distribution and/or Service Fees (12b-1 fees)

  None      0.25%†

Other Expenses*

         %          %

Total Annual Portfolio Operating Expenses

         %          %

Less Fee Waiver/Expense Reimbursement**

         %          %

Net Annual Portfolio Operating Expenses***

         %           %
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.

 

90   About the investment portfolios   EQ Advisors Trust


 

*   Other Expenses have been restated to reflect current administrative fees.
**   Pursuant to a contract, the Manager had agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
***   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Net Annual Portfolio Operating Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

AXA Equitable , through its Funds Management Group unit (“AXA FMG”), 1290 Avenue of the Americas, New York, New York 10104, manages the ETF Allocated Portion. As of December 31, 2008, AXA Equitable had approximately $         billion in assets under management.

 

A committee of AXA FMG investment personnel manages the ETF Allocated Portion. Kenneth Kozlowski serves as the lead portfolio manager of the committee with primary responsibility for day-to-day management of the ETF Allocated Portion. Xavier Poutas assists the lead portfolio manager with day-to-day management of the ETF Allocated Portion, but does not have joint and primary responsibility for management of the Portfolio.

 

Kenneth T. Kozlowski, CFP ® , CHFC, CLU has served as Vice President of AXA Equitable from February 2001 to present. He has had primary responsibility for the asset allocation, fund selection and rebalancing of AXA Equitable’s funds of funds since 2003 and for the ETF Allocated Portion since May 25, 2007. Prior to June 1, 2007, Mr. Kozlowski served as Chief Financial Officer and Treasurer of the Trust since December 2002.

 

Xavier Poutas, CFA ® joined AXA FMG in October 2004 as a Fund Administrator and assisted in the implementation of the asset allocation strategy for AXA Equitable’s funds of funds. From November 2003 to September 2004, he served as Audit Manager of AXA Internal Audit, and from September 2002 to October 2003, he was a senior auditor with AXA Internal Audit. Mr. Poutas is responsible for assisting in portfolio analysis and portfolio performance evaluation with respect to the Portfolio.

 

AllianceBernstein L.P. (“AllianceBernstein”), 1345 Avenue of the Americas, New York, NY 10105 manages the Active Allocated Portion and the Index Allocated Portion of the Portfolio. AllianceBernstein has been an Adviser to the Portfolio since March 1, 2001. AllianceBernstein manages investments for investment companies, endowment funds, insurance companies, foreign entities, qualified and non-tax qualified corporate funds, public and private pension and profit-sharing plans, foundations and tax-exempt organizations. As of December 31, 2008, AllianceBernstein had approximately $         billion in assets under management.

 

The management of and investment decisions for the Active Allocated Portion of the Portfolio are made by the US Value Investment Policy Group, comprised of senior US Value Investment Team members. The US Value Investment Policy Group relies heavily on the fundamental analysis and research of AllianceBernstein’s large internal research staff. No one person is principally responsible for making recommendations for the Active Allocated Portion of the Portfolio. The members of the US Value Investment Policy Group with the most significant responsibility for the day-to-day management of the Active Allocated Portion of the Portfolio are: Marilyn Fedak and John Mahedy .

 

Marilyn Fedak , has been Head of Bernstein Value Equities Business and Co-Chief Investment Officer—US Large Cap Value since 2003. Ms. Fedak is also an executive vice president of AllianceBernstein. From 1993 to 2003, she was Chief Investment Officer for US Large Cap Value Equities.

 

John Mahedy , has been Co-Chief Investment Officer—US Value Equities since 2003. Previously, he served as director of research—US Value Equities, a position he held since 2001.

 

The management of and investment decisions for the Index Allocated Portion of the Portfolio are made by AllianceBernstein’s Passive Equity

 

EQ Advisors Trust   About the investment portfolios   91


Equity Portfolios (continued)

 

Investment Team, which is responsible for management of all of AllianceBernstein’s Passive Equity accounts. The Passive Equity Investment Team relies heavily on quantitative tools. Judith DeVivo is primarily responsible for day-to-day management of the Portfolio.

 

Judith DeVivo manages equity portfolios benchmarked to a variety of indexes including the S&P 500, S&P Mid Cap, S&P Small Cap and Russell 2000 in addition to several customized accounts. Ms. DeVivo, a Senior Vice President and Portfolio Manager, joined AllianceBernstein in 1971, joined the Passive Management Group in 1984 and has had portfolio management responsibility since that time.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

 

 

92   About the investment portfolios   EQ Advisors Trust


 

EQ/Lord Abbett Growth and Income Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve capital appreciation and growth of income without excessive fluctuation in market value.

 

THE INVESTMENT STRATEGY

 

The Portfolio primarily invests in the equity securities of large, seasoned, U.S. and multinational companies that the Adviser believes are undervalued. Under normal circumstances, the Portfolio invests at least 80% of its net assets in equity securities of large companies. A large company is defined as a company having a market capitalization at the time of purchase that falls within the market capitalization range of companies in the Russell 1000 Index. As of December 31, 2008, the market capitalization range of the Russell 1000 Index was $         billion to $         billion. This range varies daily. Equity securities in which the Portfolio may invest include common stocks, preferred stocks, convertible securities, warrants, and similar instruments. Common stocks, the most familiar type of equity security, represent an ownership interest in a company.

 

The Portfolio may invest, without limit, in American Depositary Receipts and similar depositary receipts. The Portfolio limits its other investments in foreign securities that are primarily traded outside of the U.S. to 10% of its net assets.

 

In selecting investments, the Adviser attempts to invest in securities selling at reasonable prices in relation to its assessment of their potential value. The Adviser seeks to limit the Portfolio’s downside risk by investing in value stocks, which are stocks of companies that are believed to be underpriced, and in large, seasoned companies, which tend to be less volatile than the stocks of smaller companies. The Adviser generally will sell a stock when it thinks it seems less likely to benefit from the current market and economic environment, shows deteriorating fundamentals or has reached the Adviser’s valuation target.

 

The Portfolio may, but is not required to, use various strategies to change its investment exposure to adjust to changes in economic, social, political and general market conditions, which affect security prices, interest rates, currency exchange rates, commodity prices and other factors. In this connection, the Portfolio may purchase and write exchange-listed put and call options on securities or securities indices for hedging or cross-hedging purposes or to seek to increase total return. The Portfolio will not purchase an option if, as a result of such purchase, more than 10% of its total assets would be invested in premiums for such options. The Portfolio may only sell (write) covered put options to the extent that cover for such options does not exceed 15% of its net assets. The Portfolio may only sell (write) covered call options with respect to securities having an aggregate market value of less than 25% of its total assets at the time the option is written.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

  Futures and Options Risk

 

   

Equity Risk

 

   

Foreign Securities Risk

 

  Currency Risk

 

  Depositary Receipts Risk

 

   

Large-Cap Company Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for this Portfolio is April 29, 2005. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
5.97% (2006 3rd Quarter)      –3.59% (2007 4th Quarter)

 

EQ Advisors Trust   About the investment portfolios   93


Equity Portfolios (continued)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
5.97% (2006 3rd Quarter)      –3.69% (2007 4th Quarter)

 

Average Annual Total Returns
       One Year      Since
Inception

EQ/Lord Abbett Growth and Income
Portfolio — Class IA Shares

           %              %

EQ/Lord Abbett Growth and Income
Portfolio — Class IB Shares

           %              %

Russell 1000 Value Index†

           %              %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)
   

EQ/Lord Abbett Growth and Income Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.65%   0.65%

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses

         %          %

Less Fee Waiver/Expense Reimbursement*

         %          %

Net Annual Operating Expenses**

  0.75%   1.00%
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Net Annual Portfolio Operating Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

Lord, Abbett & Co. LLC (“Lord Abbett”), 90 Hudson Street, Jersey City, NJ 07302-3973. Lord Abbett has provided investment advisory services since 1929. As of December 31, 2008, Lord Abbett had approximately $         billion in assets under management.

 

The Portfolio is managed by an experienced portfolio manager responsible for investment decisions together with a team of research analysts who provide company, industry, sector and macroeconomic research and analysis. Eli. M. Salzmann , Partner and Director of Lord Abbett, is primarily responsible for the day-to-day management of the Portfolio. Mr. Salzmann joined Lord Abbett in 1997 and has been a member of the team since its inception.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

94   About the investment portfolios   EQ Advisors Trust


 

EQ/Lord Abbett Large Cap Core Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve capital appreciation and growth of income with reasonable risk.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of large, seasoned U.S. and multinational companies. A large company is defined as a company having a market capitalization at the time of purchase that falls within the market capitalization range of companies in the Russell 1000 Index. As of December 31, 2008, the market capitalization range of the Russell 1000 Index was $         billion to $         billion. This range varies daily. Equity securities in which the Portfolio may invest may include common stocks, preferred stocks, convertible securities, warrants, and similar instruments. Common stocks, the most familiar type of equity security, represent an ownership interest in a company.

 

The Portfolio may invest, without limit, in American Depositary Receipts and similar depositary receipts. The Portfolio limits its investments in foreign securities that are primarily traded outside of the U.S. to 10% of its net assets.

 

The Adviser invests in the full spectrum of large companies, including those with value or growth characteristics. In selecting investments, the Adviser uses a bottom-up investment research approach that combines both value and growth investment styles. The Adviser attempts to identify individual stocks that are attractively priced and present strong long-term investment opportunities based on fundamental research and company characteristics. The Adviser focuses on securities that are selling at reasonable prices in relation to its assessment of their potential value and on securities that it believes have expected earnings growth potential and consistency that may not be recognized by the market at large. The Adviser will normally sell a stock when it thinks that it no longer offers significant capital appreciation potential due to an elevated valuation or has reached the Adviser’s valuation target, its fundamentals are falling short of the Adviser’s expectations or it seems less likely to benefit from the current market and economic environment.

 

The Portfolio may, but is not required to, use various strategies to change its investment exposure to adjust to changes in economic, social, political and general market conditions, which affect security prices, interest rates, currency exchange rates, commodity prices and other factors. In this connection, the Portfolio may purchase and write exchange-listed put and call options on securities or securities indices for hedging or cross-hedging purposes or to seek to increase total return. The Portfolio will not purchase an option if, as a result of such purchase, more than 10% of its total assets would be invested in premiums for such options. The Portfolio may only sell (write) covered put options to the extent that cover for such options does not exceed 15% of its net assets. The Portfolio may only sell (write) covered call options with respect to securities having an aggregate market value of less than 25% of its total assets at the time the option is written.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

Futures and Options Risk

 

   

Equity Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

   

Growth Investing Risk

 

   

Large-Cap Company Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for this Portfolio is April 29, 2005. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
5.57% (2006 3rd Quarter)      –1.97% (2006 2nd Quarter)

 

EQ Advisors Trust   About the investment portfolios   95


Equity Portfolios (continued)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
5.48% (2006 3rd Quarter)      –1.97% (2006 2nd Quarter)

 

Average Annual Total Returns
       One Year      Since
Inception

EQ/Lord Abbett Large Cap Core
Portfolio — Class IA Shares

           %              %

EQ/Lord Abbett Large Cap Core
Portfolio — Class IB Shares

           %              %

Russell 1000 Index†

           %              %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)
   

EQ/Lord Abbett Large Cap Core Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.65%   0.65%

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses

         %          %

Less Fee Waiver/Expense Reimbursement*

         %          %

Net Annual Portfolio Operating Expenses**

  0.75%   1.00%
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Net Annual Portfolio Operating Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

Lord, Abbett & Co. LLC (“Lord Abbett”), 90 Hudson Street, Jersey City, NJ 07302-3973. Lord Abbett has provided investment advisory services since 1929. As of December 31, 2008, Lord Abbett had approximately $         billion in assets under management.

 

The Portfolio is managed by a team of experienced portfolio managers responsible for investment decisions together with a team of research analysts who provide company, industry, sector and macroeconomic research and analysis.

 

The team is headed by Daniel H. Frascarelli , Partner and Portfolio Manager. Mr. Frascarelli joined Lord Abbett in 1990 and has been a team member since the Portfolio’s inception. Mr. Frascarelli has served as a portfolio manager for several other investment strategies since 1993. Assisting Mr. Frascarelli is Randy Reynolds , Portfolio Manager. Mr. Reynolds joined the team in 2004 after having started with Lord Abbett in 1999. Mr. Reynolds has served as a quantitative and research analyst for several investment strategies. Messrs. Frascarelli and Reynolds are jointly and primarily responsible for the day-to-day management of the Portfolio.

 

The Statement of Additional Information provides addition information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

96   About the investment portfolios   EQ Advisors Trust


 

EQ/Lord Abbett Mid Cap Value Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve capital appreciation

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of mid-size companies. The Portfolio invests in equity securities of mid-sized companies that it believes are undervalued in the marketplace. A mid-sized company is defined as a company having a market capitalization at the time of purchase that falls within the market capitalization range of companies in the Russell Midcap Index. As of December 31, 2008, the market capitalization range of the Russell Midcap Index was $         billion to $         billion. This range varies daily. Equity securities in which the Portfolio may invest include common stocks, convertible securities, preferred stocks, warrants and similar instruments. Common stocks, the most familiar type of equity security, represent an ownership interest in a company.

 

The Portfolio may invest, without limit, in American Depositary Receipts and similar depositary receipts. The Portfolio limits its other investments in foreign securities that are primarily traded outside of the U.S. to 10% of its net assets.

 

In selecting investments, the Portfolio uses a value approach that seeks to identify stocks of companies that have the potential for significant market appreciation due to growing recognition of improvement in their financial results or increasing anticipation of such improvement. In trying to identify those companies, the Adviser looks for such factors as changes in economic and financial environment, new or improved products or services, new or rapidly expanding markets, changes in management or structure of the company, price increases for the company’s products or services, improved efficiencies resulting from new technologies or changes in distribution, and changes in government regulations, political climate or competitive conditions. The Adviser may sell a security for a variety of reasons, including to invest in a company believed to offer superior investment opportunities.

 

The Portfolio may, but is not required to, use various strategies to change its investment exposure to adjust to changes in economic, social, political and general market conditions, which affect security prices, interest rates, currency exchange rates, commodity prices and other factors. In this connection, the Portfolio may purchase and write exchange-listed put and call options on securities or securities indices for hedging or cross-hedging purposes or to seek to increase total return. The Portfolio will not purchase an option if, as a result of such purchase, more than 10% of its total assets would be invested in premiums for such options. The Portfolio may only sell (write) covered put options to the extent that cover for such options does not exceed 15% of its net assets. The Portfolio may only sell (write) covered call options with respect to securities having an aggregate market value of less than 25% of its total assets at the time the option is written.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

Futures and Options Risk

 

   

Equity Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

   

Mid-Cap Company Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for this Portfolio is April 29, 2005. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
8.87% (2006 4th Quarter)      –6.10% (2007 4th Quarter)

 

EQ Advisors Trust   About the investment portfolios   97


Equity Portfolios (continued)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
8.77% (2006 4th Quarter)      –6.05% (2007 4th Quarter)

 

Average Annual Total Returns
       One Year    Since
Inception

EQ/Lord Abbett Mid Cap Value
Portfolio — Class IA Shares

           %            %

EQ/Lord Abbett Mid Cap Value
Portfolio — Class IB Shares

           %            %

Russell Midcap Value Index†

           %            %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)
   

EQ/Lord Abbett Mid Cap Value Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.70%   0.70%

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

        %         %

Total Annual Portfolio Operating Expenses

        %         %

Less Fee Waiver/Expense Reimbursement*

          %             %  

Net Annual Portfolio Operating Expenses**

  0.80%   1.05%
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Net Annual Portfolio Operating Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

Lord, Abbett & Co. LLC (“Lord Abbett”), 90 Hudson Street, Jersey City, NJ 07302-3973. Lord Abbett has provided investment advisory services since 1929. As of December 31, 2008, Lord Abbett had approximately $        billion in assets under management.

 

 

The Portfolio is managed by a team of experienced portfolio managers responsible for investment decisions together with a team of research analysts who provide company, industry, sector and macroeconomic research and analysis.

 

The team is headed by Howard E. Hansen , Partner and Portfolio Manager. Mr. Hansen joined Lord Abbett in 1995 and has been Co-Portfolio Manager of the Portfolio since its inception. Assisting Mr. Hansen is Jeff Diamond , Portfolio Manager, who joined Lord Abbett as a member of the team in 2007. Mr. Diamond was formerly a Managing Director at Axia Capital Management, LLC (2004–2006), and prior to 2004 served as a Senior Vice President/Portfolio Manager at Franklin Mutual Advisers. Messrs. Hansen and Diamond are jointly and primarily responsible for the day-to-day management of the Portfolio.

 

The Statement of Additional Information provides addition information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

98   About the investment portfolios   EQ Advisors Trust


 

EQ/Mid Cap Index Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve a total return before expenses that approximates the total return performance of the S&P Mid Cap 400 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P Mid Cap 400 Index.

 

THE INVESTMENT STRATEGY

 

The Adviser normally invests at least 80% of the Portfolio’s net assets, plus borrowings for investment purposes, in equity securities in the S&P MidCap 400 Index.

 

The Adviser does not utilize customary economic, financial or market analyses or other traditional investment techniques to manage the Portfolio. The Portfolio has been constructed and is maintained by utilizing a replication construction technique. That is, holding each company in proportion to its market capitalization weight in the S&P MidCap 400 Index, although, in certain instances a sampling approach may be utilized.

 

The Portfolio will, however, remain substantially fully invested in common stocks even when common stock prices are generally falling. Similarly, adverse performance of a stock will ordinarily not result in its elimination from the Portfolio.

 

In order to reduce brokerage costs, maintain liquidity to meet shareholder redemptions or minimize tracking error when the Portfolio holds cash, the Portfolio may from time to time buy and hold futures contracts on the S&P MidCap 400 Index and options on such futures contracts. The contract value of futures contracts purchased by the Portfolio plus the contract value of futures contracts underlying call options purchased by the Portfolio will not exceed 20% of the Portfolio’s total assets.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Index-Fund Risk

 

   

Mid-Cap Company Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for this Portfolio is September 1, 2000. The table below shows the Portfolio’s average annual total returns for the past one year, five years and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to December 1, 2008, the Portfolio had different investment strategies and consisted entirely of an actively managed portfolio of equity securities. If the Portfolio had historically been managed using its current strategies, the performance of the Portfolio may have been different. In addition, the Portfolio was advised by a different Adviser prior to December 1, 2008.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
20.77% (2003 2nd Quarter)      –22.26% (2001 3rd Quarter)
*   For periods prior to the date Class IA shares commenced operations (March 25, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

EQ Advisors Trust   About the investment portfolios   99


Equity Portfolios (continued)

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
20.69% (2003 2nd Quarter)      –22.26% (2001 3rd Quarter)

 

Average Annual Total Returns         
       One Year    Five Years      Since
Inception
 

EQ/Mid Cap Index Portfolio —
Class IA Shares**

           %            %              %  

EQ/Mid Cap Index Portfolio —
Class IB Shares

           %            %              %  

S&P MidCap 400 Index†

           %            %              %  
**   For periods prior to the date Class IA shares commenced operations (March 25, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)

EQ/Mid Cap Index Portfolio

  Class IA Shares   Class IB Shares

Management Fee

         %          %

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses

         %          %

Less Fee Waiver/Expense Reimbursement*

         %          %

Net Annual Portfolio Operating Expenses**

         %          %
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

SSgA Funds Management, Inc. (“SSgA FM”) is located at State Street Financial Center, One Lincoln Street, Boston, MA 02111. SSgA FM is a wholly owned subsidiary of State Street Corporation. As of December 31, 2008, SSgA FM had over $       billion in assets under management. SSgA FM and other advisory affiliates of State Street Corporation make up State Street Global Advisors (“SSgA”), the investment management arm of State Street Corporation.

 

100   About the investment portfolios   EQ Advisors Trust


 

The Portfolio is managed by SSgA’s Global Structured Products Group. Portfolio managers Lynn Blake and John Tucker are jointly and primarily responsible for the day-to-day management of the Portfolio.

 

Lynn Blake is a Principal of SSgA FM, Senior Managing Director of State Street Global Advisors and the Head of Non-US Markets in the Global Structured Products Group. Ms. Blake joined SSgA in 1987, and is currently responsible for overseeing the management of all non-US equity index strategies as well as serving as portfolio manager for several non-US equity index portfolios.

 

John Tucker is a Principal of SSgA FM, Managing Director of State Street Global Advisors and Head of US Equity Markets in the Global Structured Products Group, he is also responsible for all U.S. equity index strategies and Exchange Traded Funds. Mr. Tucker manages numerous index strategies and works closely with the other Unit Heads in the group. Previously, Mr. Tucker was head of the Structured Products group in SSgA’s London office, where he was responsible for the management of all index strategies in their second largest investment center. Mr. Tucker joined State Street in 1988.

 

EQ Advisors Trust   About the investment portfolios   101


Equity Portfolios (continued)

 

EQ/Mid Cap Value PLUS Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term capital appreciation.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in securities of companies with medium market capitalizations (or other financial instruments that derive their value from the securities of such companies). Medium market capitalization companies means those companies with market capitalizations within the range of the following indices at the time of purchase: Russell MidCap Index (market capitalization range of approximately $     billion - $     billion as of December 31, 2008), Morningstar Mid Core Index (market capitalization range of approximately $     billion - $     billion as of December 31, 2008), S&P MidCap 400 Index (market capitalization range of approximately $     billion - $     billion as of December 31, 2008).

 

The Portfolio’s assets normally are allocated among three investment managers, each of which will manage its portion of the Portfolio using a different but complementary investment strategy. One portion of the Portfolio is actively managed by an Adviser (“Active Allocated Portion”); one portion of the Portfolio tracks the performance of a particular index (“Index Allocated Portion”); and one portion of the Portfolio invests in exchange-traded funds (“ETFs”) (“ETF Allocated Portion”). Under normal circumstances, the Active Allocated Portion consists of approximately 30% of the Portfolio’s net assets, the Index Allocated Portion consists of approximately 60% of the Portfolio’s net assets and the ETF Allocated Portion consists of approximately 10% of the Portfolio’s net assets.

 

Each of the above percentages is an asset allocation target established by AXA Equitable to achieve the Portfolio’s investment objective and may be changed without shareholder approval. Actual allocations among the distinct portions of the Portfolio may deviate from the amounts shown above by up to 15% of the Portfolio’s net assets. The asset allocation range for each portion of the Portfolio is as follows: 15% - 45% in the Active Allocated Portion; 45% - 75% in the Index Allocated Portion; and 0% - 25% in the ETF Allocated Portion. Each portion of the Portfolio may deviate temporarily from its asset allocation target for defensive purposes or as a result of appreciation or depreciation of its holdings. AXA Equitable rebalances each portion of the Portfolio as it deems appropriate. To the extent that the Portfolio takes a temporary defensive position, it may not be pursuing its investment goal.

 

The Active Allocated Portion invests primarily in common stocks, but it also may invest in other securities that the Adviser believes provide opportunities for capital appreciation, such as preferred stocks, warrants and securities convertible into common stock. The Active Allocated Portion may also invest up to 20% of its total assets in securities of foreign issuers, including up to 10% of those in developing markets. The Active Allocated Portion also may invest, to a limited extent, in derivatives, including futures and options, and real estate investment trusts.

 

In choosing investments for the Active Allocated Portion, the Adviser seeks to add value through bottom-up fundamentally driven security selection, favoring those securities that appear to be undervalued in the marketplace. A security’s value is assessed primarily on the basis of its earning power, growth potential, balance sheet and competitive positioning. The Adviser focuses on those securities with a market capitalization typically greater than $500 million but less than $10 billion and with a valuation in the bottom third of the price-to-earnings ratio distribution. The Adviser may sell a security for a variety of reasons, such as to invest in a company believed to offer superior investment opportunities.

 

The Index Allocated Portion of the Portfolio seeks to track the performance of the Russell Mid Cap Value Index with minimal tracking error. Generally, the Index Allocated Portion will employ full replication, holding each company in proportion to its market capitalization weight in the Russell Mid Cap Value Index, although, in certain instances a sampling approach may be utilized for a small portion of the Index Allocated Portion. The sampling approach strives to match the index characteristics without having to purchase every stock in the index.

 

The ETF Allocated Portion invests in ETFs (the “Underlying ETFs”) that meet the investment criteria of the Portfolio as a whole. The Underlying ETFs in which the ETF Allocated Portion currently may invest are described later in this Prospectus in the section entitled “Information Regarding the Underlying ETFs.” The Underlying ETFs in which the ETF Allocated Portion may invest may be changed from time to time without notice or shareholder approval. An investor in the Portfolio will bear both the expenses of the Portfolio as well as the indirect expenses associated with the Underlying ETFs held by the ETF Allocated Portion.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests primarily in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section of the Trust’s Prospectus entitled “More Information on Risks and Benchmarks.” In addition, more information about investing in ETFs and the related risks is included in the section entitled “More Information on Investing in ETFs.”

 

   

Derivatives Risk

 

Futures and Options Risk

 

   

Exchange Traded Funds Risk

 

   

Equity Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Emerging Markets Risk

 

102   About the investment portfolios   EQ Advisors Trust


 

   

Index-Fund Risk

 

   

Mid-Cap Company Risk

 

   

Multiple Adviser Risk

 

   

Real Estate Investing Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for this Portfolio is May 1, 1997. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to May 25, 2007 the Portfolio had different investment strategies and consisted entirely of an actively managed portfolio of equity securities managed by a single Adviser. Following the investment strategy change, the Portfolio’s assets are managed by three investment advisers using different investment strategies. If the Portfolio had historically been managed using its current strategies, the performance of the Portfolio may have been different. In addition, the Portfolio was advised by a different Adviser prior to May 25, 2007.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
16.38% (2003 2nd Quarter)              % (    Quarter)
*   For periods prior to the date Class IA shares commenced operations (November 24, 1998), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

Calendar Year Annual Total Returns — Class IB

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
16.29% (2003 2nd Quarter)              % (    Quarter)

 

Average Annual Total Returns     
       One Year    Five Years    Ten Years

EQ/Mid Cap Value PLUS Portfolio — Class IA Shares**

           %            %            %

EQ/Mid Cap Value PLUS Portfolio — Class IB Shares

           %            %            %

Russell Midcap Value Index†

           %            %            %
**   For periods prior to the date Class IA shares commenced operations (November 24, 1998), performance information shown is the performance of the Class IB shares which reflects the effect of 12b-1 fees paid by the Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

   

EQ/Mid Cap Value PLUS Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.55%   0.55%  

Distribution and/or service (12b-1) fees

  None   0.25%†

Other Expenses

         %          %  

Acquired Fund Fees and Expenses (Underlying ETFs)*

         %          %  

Total Annual Portfolio Operating Expenses

         %          %  

Less Waivers/Expense Reimbursements**

         %          %  

Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses**, ***

         %          %  

 

EQ Advisors Trust   About the investment portfolios   103


Equity Portfolios (continued)

 

  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   The Portfolio invests in shares of ETFs, which are considered to be investment companies. Therefore, the Portfolio will, in addition to its own expenses such as management fees, bear its pro rata share of the fees and expenses incurred by the Underlying ETFs and the investment return of the Portfolio will be reduced by each Underlying ETF’s expenses.
**   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed 0.80% for Class IA shares and 1.05% for Class IB shares. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within five years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
***   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses for the Portfolio would be 0.    % for Class IA shares and 0.    % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses (including the expenses of the Underlying ETFs incurred indirectly) remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
  

Class IB

Shares

1 Year

   $                 $             

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

AXA Equitable , through its Funds Management Group unit (“AXA FMG”), 1290 Avenue of the Americas, New York, New York 10104, manages the ETF Allocated Portion. As of December 31, 2008, AXA Equitable had approximately $         billion in assets under management.

 

A committee of AXA FMG investment personnel manages the ETF Allocated Portion. Kenneth Kozlowski serves as the lead portfolio manager of the committee with primary responsibility for day-to-day management of the ETF Allocated Portion. Xavier Poutas assists the lead portfolio manager with day-to-day management of the ETF Allocated Portion, but does not have joint and primary responsibility for management of the Portfolio.

 

Kenneth T. Kozlowski, CFP ® , CHFC, CLU has served as Vice President of AXA Equitable from February 2001 to present. He has had primary responsibility for the asset allocation, fund selection and rebalancing of AXA Equitable’s funds of funds since 2003 and for the ETF Allocated Portion since May 25, 2007. Prior to June 1, 2007, Mr. Kozlowski served as Chief Financial Officer and Treasurer of the Trust since December 2002.

 

Xavier Poutas, CFA ® joined AXA FMG in October 2004 as a Fund Administrator and assisted in the implementation of the asset allocation strategy for AXA Equitable’s funds of funds. From November 2003 to September 2004, he served as Audit Manager of AXA Internal Audit, and from September 2002 to October 2003, he was a senior auditor with AXA Internal Audit. Mr. Poutas is responsible for assisting in portfolio analysis and portfolio performance evaluation with respect to the Portfolio.

SSgA Funds Management, Inc. (“SSgA FM”) is located at State Street Financial Center, One Lincoln Street, Boston, MA 02111. SSgA FM is a wholly owned subsidiary of State Street Corporation. As of December 31, 2008, SSgA FM had over $        billion in assets under management. SSgA FM and other advisory affiliates of State Street Corporation make up State Street Global Advisors (“SSgA”), the investment management arm of State Street Corporation

 

The Portfolio is managed by SSgA’s Global Structured Products Group. Portfolio managers Lynn Blake and John Tucker are jointly and primarily responsible for the day-to-day management of the Index Allocated Portion of the Portfolio.

 

Lynn Blake is a Principal of SSgA FM, Senior Managing Director of State Street Global Advisors and the Head of Non-US Markets in the Global Structured Products Group. Ms. Blake joined SSgA in 1987, and is currently responsible for overseeing the management of all non-US equity index strategies as well as serving as portfolio manager for several non-US equity index portfolios.

 

John Tucker is a Principal of SSgA FM, Managing Director of State Street Global Advisors and Head of US Equity Markets in the

 

104   About the investment portfolios   EQ Advisors Trust


 

Global Structured Products Group, he is also responsible for all U.S. equity index strategies and Exchange Traded Funds. Mr. Tucker manages numerous index strategies and works closely with the other Unit Heads in the group. Previously, Mr. Tucker was head of the Structured Products group in SSgA’s London office, where he was responsible for the management of all index strategies in their second largest investment center. Mr. Tucker joined State Street in 1988.

 

Wellington Management Company, LLP (“Wellington Management”), 75 State Street, Boston, MA 02109, manages the Active Allocated Portion of the Portfolio. Wellington Management is a Massachusetts limited liability partnership and professional investment counseling firm which provides investment services to investment companies, employee benefit plans, endowments, foundations, and other institutions. Wellington Management and its predecessor organizations have provided investment advisory services for over 70 years. As of December 31, 2008, Wellington Management had investment management authority with respect to approximately $420 billion in assets.

 

James N. Mordy , Senior Vice President and Equity Portfolio Manager, is responsible for the day-to-day management of the Active Allocated Portion. Mr. Mordy joined Wellington Management as an investment professional in 1985.

 

The Statement of Additional Information provides additional information about the Advisers, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   105


Equity Portfolios (continued)

 

EQ/Montag & Caldwell Growth Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve capital appreciation.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio intends to invest primarily in equity securities of U.S. large capitalization companies. For purposes of this Portfolio, large capitalization companies include those companies with market capitalization in excess of $5 billion at the time of investment. The Portfolio also may invest in equity securities of small- and mid-capitalization companies. The Portfolio may invest up to 20% of its total assets in foreign securities listed on a domestic or foreign securities exchange, including American Depositary Receipts or European Depositary Receipts.

 

The Portfolio intends to invest primarily in common stocks, but it may also invest in other securities that the Adviser believes provide opportunities for capital growth, such as warrants and securities convertible into common stock.

 

The Adviser utilizes a “growth at a reasonable price” investment approach that combines growth and value style investing. This means that the Portfolio generally invests in the stocks of companies with long-term earnings potential, but which are currently selling at a discount to their estimated long-term value. This approach is generally lower risk than a typical growth stock approach. In choosing investments, the Adviser utilizes a process that involves researching and evaluating companies for potential investment. Valuation is a key selection criterion. Also emphasized are growth characteristics to identify companies whose shares are attractively priced and may experience strong earnings growth relative to other companies. The Adviser may sell a security for a variety of reasons, such as to invest in a company offering superior investment opportunities.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities

 

   

Equity Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

   

Growth Investing Risk

 

   

Large-Cap Company Risk

 

   

Small-Cap and Mid-Cap Company Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (Enterprise Growth Portfolio, a series of Enterprise Accumulation Trust) advised using the same investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor to the Enterprise Growth Portfolio whose inception date is December 1, 1998, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on July 9, 2004) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
17.77% (1999 4th Quarter)      –15.53% (2001 1st Quarter)
*   For periods prior to the date the Class IA shares commenced operations (December 13, 2004), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

106   About the investment portfolios   EQ Advisors Trust


 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
17.77% (1999 4th Quarter)      –15.53% (2001 1st Quarter)

 

Average Annual Total Returns
       One Year    Five Years    Ten Years

EQ/Montag & Caldwell Growth Portfolio — Class IA Shares**

           %            %            %

EQ/Montag & Caldwell Growth Portfolio — Class IB Shares

           %            %            %

Russell 1000 Growth Index

           %            %            %
**   For periods prior to the date the Class IA shares commenced operations (July 9, 2004), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

EQ/Montag & Caldwell Growth Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.75%   0.75%

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses

         %          %

Less Fee Waiver/Expense Reimbursement*

         %          %

Net Annual Portfolio Operating Expenses**

  0.95%   1.20%
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Net Annual Portfolio Operating Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

Montag & Caldwell, Inc. (“Montag & Caldwell”), 3455 Peachtree Road, N.E., Suite 1200, Atlanta, Georgia 30326, is the Adviser to the Portfolio. Montag & Caldwell has been engaged in the business of providing investment counseling to individuals and institutions since 1945. As of December 31, 2008 Montag & Caldwell had $10 billion in assets under management.

 

Ronald E. Canakaris, Chairman/President and Chief Investment Officer of Montag & Caldwell, is responsible for the day-to-day investment

 

EQ Advisors Trust   About the investment portfolios   107


Equity Portfolios (continued)

 

management of the Portfolio and has more than 35 years’ experience in the investment industry. He has been President of Montag & Caldwell for more than 20 years.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

108   About the investment portfolios   EQ Advisors Trust


 

EQ/Oppenheimer Global Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve capital appreciation.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests primarily in equity securities of U.S. and foreign companies. The Portfolio can invest without limit in foreign securities, including depositary receipts, and can invest in any country, including emerging markets. The Portfolio expects to emphasize its investments in developed markets such as the United States, countries in Western Europe and Japan. The Portfolio does not limit its investments to companies within a particular capitalization range, however, it expects to invest mainly in mid- and large-cap companies, which are defined for purposes of this Portfolio as companies with market capitalization of $5 billion or more and, to a limited extent, small-cap companies.

 

Equity securities in which the Portfolio may invest include common stocks, preferred stocks, warrants and securities convertible into common stocks. The Portfolio also may invest, to a limited extent, in derivatives, illiquid securities and exchange traded funds (“ETFs”). The Portfolio also may engage in active and frequent trading to achieve its investment objective.

 

The Portfolio is not required to allocate its investments in any set percentage in any particular countries. The Portfolio expects to invest in a number of different countries and normally invests in at least three countries (one of which may be the United States). From time to time, the Portfolio may increase the relative emphasis of investments in a particular industry.

 

In selecting securities, the Adviser focuses primarily on foreign and U.S. companies with high growth potential. The Adviser uses fundamental analysis of a company’s financial statements, management structure, operations and product development and considers factors affecting the industry of which the issuer is a part. The Adviser also considers overall and relative economic conditions in the U.S. and foreign markets, seeking broad portfolio diversification in different countries. The Adviser expects to focus on the factors below when selecting securities:

 

 

stocks of small-, medium- and large-cap growth-oriented companies worldwide;

 

 

companies that stand to benefit from global growth trends at attractive valuations;

 

 

businesses with strong competitive positions and high demand for their products or services; and

 

 

cyclical opportunities in the business cycle and sectors or industries that may benefit from those opportunities.

 

In applying these and other selection criteria, the Adviser considers the effect of worldwide trends on the growth of various business sectors. The trends the Adviser expects to consider include development of new technologies, corporate restructuring, the growth of mass affluence and demographic changes.

 

The Adviser may periodically seek to benefit from special situations, such as mergers, reorganizations, restructurings or other unusual events expected to affect a particular issuer. The Adviser also may seek to take advantage of changes in the business cycle by investing in companies that are sensitive to those changes if the Adviser believes they have growth potential. The Portfolio may at times seek to take tactical advantage of short-term market movements or events affecting particular issuers or industries. The Adviser may sell a security for a variety of reasons, such as to invest in a company believed by the Adviser to offer superior investment opportunities.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Exchange Traded Funds Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

Emerging Markets Risk

 

   

Growth Investing Risk

 

   

Large-Cap Company Risk

 

   

Liquidity Risk

 

   

Portfolio Turnover Risk

 

   

Small- and Mid-Cap Company Risk

 

   

Special Situations Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the Portfolio’s first full calendar year of operations. The inception date for this Portfolio is August 31, 2006. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

EQ Advisors Trust   About the investment portfolios   109


Equity Portfolios (continued)

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
7.18% (2007 2nd Quarter)      –4.47% (2007 4th Quarter)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
7.10% (2007 2nd Quarter)      –4.48% (2007 4th Quarter)

 

Average Annual Total Returns
       One Year    Since
Inception

EQ/Oppenheimer Global Portfolio — Class IA Shares

           %            %

EQ/Oppenheimer Global Portfolio — Class IB Shares

           %            %

MSCI World Index†

           %            %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

EQ/Oppenheimer Global Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.95%   0.95%  

Distribution and/or service (12b-1) fees

  None   0.25%†

Other Expenses

         %         %  

Acquired Fund Fees and Expenses*

         %         %  

Total Annual Portfolio Operating Expenses

         %         %  

Less Waivers/Expense Reimbursements**

         %         %  

Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses**, ***

         %         %  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   From time to time, the Portfolio may invest in shares of other investment companies, such as ETFs. Therefore, the Portfolio will, in addition to its own expenses such as management fees, bear its pro rata share of the fees and expenses incurred by the underlying investment companies and the investment return of the Portfolio will be reduced by each underlying investment company’s expenses.
**   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed 1.10% for Class IA shares and 1.35% for Class IB shares. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
***   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

OppenheimerFunds, Inc. (“Oppenheimer”), Two World Financial Center, 225 Liberty Street, 11 th Floor, New York, New York 10281-1008. Oppenheimer has been an investment adviser since 1960. As of December 31, 2008, Oppenheimer, together with its affiliates, had over $145 billion in assets under management.

 

110   About the investment portfolios   EQ Advisors Trust


 

Rajeev Bhaman, CFA, Senior Vice President, is primarily responsible for the day-to-day management of the Portfolio. He has held his current position since 1997 and he joined Oppenheimer in 1996.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   111


Equity Portfolios (continued)

 

EQ/Oppenheimer Main Street Opportunity Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term capital appreciation.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests primarily in common stocks of U.S. companies of small, medium and large capitalization ranges. The Portfolio also may invest in foreign securities, including securities of companies in emerging markets and depositary receipts, preferred stocks, warrants and, to a limited extent, convertible securities, derivatives and securities of other investment companies, including exchange traded funds (“ETFs”). The Portfolio also may invest up to 15% of its net assets in illiquid and restricted securities.

 

The Portfolio’s allocation among different investments will vary over time based upon the Adviser’s evaluation of economic and market trends. At times, the Portfolio may invest more heavily (or all of its assets) in the stocks of one capitalization range or the Portfolio may vary its investments among the different capitalization ranges. The Portfolio also may engage in active and frequent trading to achieve its investment objective.

 

In selecting securities to buy or sell for the Portfolio, the portfolio managers use an investment process that uses multi-factor quantitative models to rank more than 3,000 stocks on a daily basis. While the process may change over time or vary in particular cases, in general the selection process currently uses:

 

Multi-factor quantitative models : The Portfolio uses both “top down” and “bottom up” quantitative models.

 

   

The “top down” market capitalization model seeks to predict the future market direction of the capitalization environment. The portfolio managers divide the domestic equity market into five market-capitalization segments and market capitalization exposure is managed using proprietary modeling that incorporates factors such as relative price momentum and reversals, relative valuations and measures of investors risk tolerance.

 

   

The “bottom up” stock selection models seek to rank securities within each capitalization range in order of attractiveness. Over a hundred company-specific factors are analyzed in constructing the “bottom up” models, including valuation, profitability, quality, momentum, volatility and special effects. Different models are used for each of the different market capitalization segments. These models incorporate both macro-economic variables and seasonal effects to attempt to predict the performance of the company specific factors.

 

Portfolio Construction : The portfolio is then constructed and continuously monitored based on the quantitative investment models. Security weightings are determined according to capitalization outlook, stock ranking and benchmark weighting. The Portfolio aims to maintain a broadly diversified portfolio that limits idiosyncratic company-specific risks and is scalable, efficient and adaptable.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests primarily in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Exchange Traded Funds Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

Emerging Markets Risk

 

   

Growth Investing Risk

 

   

Investment Company Securities Risk

 

   

Large-Cap Company Risk

 

   

Liquidity Risk

 

   

Portfolio Turnover Risk

 

   

Small- and Mid-Cap Company Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the Portfolio’s first full calendar year of operations. The inception date for this Portfolio is August 31, 2006. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
6.33% (2007 2nd Quarter)      –5.50% (2007 4th Quarter)

 

112   About the investment portfolios   EQ Advisors Trust


 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
6.34% (2007 2nd Quarter)      –5.59% (2007 4th Quarter)

 

Average Annual Total Returns
       One Year    Since
Inception

EQ/Oppenheimer Main Street Opportunity Portfolio — Class IA Shares

           %            %

EQ/Oppenheimer Main Street Opportunity Portfolio — Class IB Shares

           %            %

Russell 3000 Index†

           %            %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets, as a percentage of average daily net assets)

EQ/Oppenheimer Main Street Opportunity Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.85%   0.85%  

Distribution and/or Service Fees (12b-1 fees)

  None   0.25%†

Other Expenses

         %          %  

Acquired Fund Fees and Expenses*

         %          %  

Total Annual Portfolio Operating Expenses

         %          %  

Less Waivers/Expense Reimbursements**

         %          %  

Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses**, ***

         %          %  
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   From time to time, the Portfolio may invest in shares of other investment companies, such as ETFs. Therefore, the Portfolio will, in addition to its own expenses such as management fees, bear its pro rata share of the fees and expenses incurred by the underlying investment companies and the investment return of the Portfolio will be reduced by each underlying investment company’s expenses.
**   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed 1.05% for Class IA shares and 1.30% for Class IB shares The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust –Expense Limitation Agreement.”
***    A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

OppenheimerFunds, Inc. (“Oppenheimer”), Two World Financial Center, 225 Liberty Street, 11 th Floor, New York, New York 10281-1008. Oppenheimer has been an investment adviser since 1960. As of December 31, 2008, Oppenheimer, together with its affiliates, had over $145 billion in assets under management.

 

Marc Reinganum and Mark Zavanelli are jointly and primarily responsible for the day-to-day management of the Portfolio’s investments.

 

Dr. Marc Reinganum, has been a Vice President of Oppenheimer and Director of Quantitative Research and Portfolio Strategist for Equities since September 2002. Dr. Reinganum joined Oppenheimer in 2002.

 

Mark Zavanelli, CFA, has been a Vice President of Oppenheimer since November 2000. Mr. Zavanelli joined Oppenheimer in May 1998.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   113


Equity Portfolios (continued)

 

EQ/Oppenheimer Main Street Small Cap Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve capital appreciation.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in the securities of small-capitalization companies. Small-capitalization companies are companies that have market capitalizations equal to or below the largest capitalization company in either the Russell 2000 Index or the S&P Small Cap 600 Index. The Portfolio measures that capitalization at the time the Portfolio buys the security and it is not required to sell the security if the issuer’s capitalization grows so that it is no longer included in either the Russell 2000 Index or the S&P Small Cap 600 Index. As of December 31, 2008, the market capitalization of such companies within these indices ranged from approximately $     million to $     billion for the Russell 2000 Index and $     million to $     billion for the S&P Small Cap 600 Index. Under normal circumstances, the Portfolio may invest up to 20% of its assets in securities of mid- and large-capitalization companies if the Adviser believes they offer opportunities for growth.

 

The Portfolio will invest mainly in common stocks of small-capitalization U.S. companies that the Adviser believes have favorable business trends or prospects. The Portfolio may invest in growth and/or value common stocks and other equity securities, including preferred stock. Growth investing encompasses a search for companies with expected earnings that outpace the overall market. Value investing attempts to find companies with securities that are undervalued in the marketplace. The Portfolio incorporates a blended style of investing combining both growth and value styles.

 

The Portfolio also may invest in foreign securities, including emerging markets and depositary receipts, and initial public offerings and, to a limited extent, in derivatives and securities of other investment companies, including exchange traded funds (“ETFs”). The Portfolio also may invest up to 15% of its net assets in illiquid and restricted securities. In addition, the Portfolio may invest in unseasoned companies. Such companies have been in operation for less than three years, including operations of any predecessors. The Portfolio also may engage in active and frequent trading to achieve its investment objective.

 

In selecting securities to buy or sell for the Portfolio, the portfolio managers use an investment process that uses multi-factor quantitative models to rank stocks on a daily basis. While the process may change over time or vary in particular cases, in general the selection process currently uses:

 

Multi-factor quantitative models : The Portfolio uses both “top down” and “bottom up” quantitative models.

 

   

The “top down” market capitalization model seeks to predict the future market direction of the capitalization environment. The portfolio managers divide the domestic equity market into five market-capitalization segments and market capitalization exposure is managed using proprietary modeling that incorporates factors such as relative price momentum and reversals, relative valuations and measures of investors risk tolerance.

 

   

The “bottom up” stock selection models seek to rank securities within each capitalization range in order of attractiveness. Over a hundred company-specific factors are analyzed in constructing the “bottom up” models, including valuation, profitability, quality, momentum, volatility and special effects. Different models are used for each of the different market capitalization segments. These models incorporate both macro-economic variables and seasonal effects to attempt to predict the performance of the company-specific factors.

 

Portfolio Construction : The portfolio is then constructed and continuously monitored based on the quantitative investment models. Security weightings are determined according to capitalization outlook, stock ranking and benchmark weighting. The Portfolio aims to maintain a broadly diversified portfolio that limits idiosyncratic company-specific risks and is scalable, efficient and adaptable.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests primarily in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Exchange Traded Funds Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

Emerging Markets Risk

 

   

Growth Investing Risk

 

   

Initial Public Offering Risk

 

   

Investment Company Securities Risk

 

   

Large-Cap Company Risk

 

   

Liquidity Risk

 

   

Portfolio Turnover Risk

 

   

Small- and Mid-Cap Company Risk

 

   

Unseasoned Companies Risk

 

   

Value Investing Risk

 

114   About the investment portfolios   EQ Advisors Trust


 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the Portfolio’s first full calendar year of operations. The inception date for this Portfolio is August 31, 2006. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
5.47% (2007 2nd Quarter)      –5.38% (2007 4th Quarter)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
5.30% (2007 2nd Quarter)      –5.48% (2007 4th Quarter)

 

Average Annual Total Returns
       One Year    Since
Inception

EQ/Oppenheimer Main Street Small Cap
Portfolio — Class IA Shares

         %          %

EQ/Oppenheimer Main Street Small Cap
Portfolio — Class IB Shares

         %          %

Russell 2000 Index†

         %          %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets, as a percentage of average daily net assets)

EQ/Oppenheimer Main Street Small Cap Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.90%   0.90%

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

        %         %

Acquired Fund Fees and Expenses*

        %         %

Total Annual Portfolio Operating Expenses

        %         %

Less Waivers/Expense Reimbursements**

        %         %

Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses**, ***

        %         %
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   From time to time, the Portfolio may invest in shares of other investment companies, such as ETFs. Therefore, the Portfolio will, in addition to its own expenses such as management fees, bear its pro rata share of the fees and expenses incurred by the underlying investment companies and the investment return of the Portfolio will be reduced by each underlying investment company’s expenses.
**   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed 1.05% for Class IA shares and 1.30% for Class IB shares. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
***    A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the

 

EQ Advisors Trust   About the investment portfolios   115


Equity Portfolios (continued)

 

Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $                 $             

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

OppenheimerFunds, Inc. (“Oppenheimer”), Two World Financial Center, 225 Liberty Street, 11 th Floor, New York, New York 10281-1008. Oppenheimer has been an investment adviser since 1960. As of December 31, 2008, Oppenheimer, together with its affiliates, had over $145 billion in assets under management.

 

Marc Reinganum and Mark Zavanelli are jointly and primarily responsible for the day-to-day management of the Portfolio’s investments.

 

Dr. Marc Reinganum, has been a Vice President of Oppenheimer and Director of Quantitative Research and Portfolio Strategist for Equities since September 2002. Dr. Reinganum joined Oppenheimer in 2002.

 

Mark Zavanelli, CFA, has been a Vice President of Oppenheimer since November 2000. Mr. Zavanelli joined Oppenheimer in May 1998.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

116   About the investment portfolios   EQ Advisors Trust


 

EQ/Small Company Index Portfolio

 

INVESTMENT OBJECTIVE: Seeks to replicate as closely as possible (before the deduction of Portfolio expenses) the total return of the Russell 2000 Index (“Russell 2000”).

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of small-cap companies included in the Russell 2000. The Adviser seeks to match the returns of the Russell 2000. The Portfolio invests in a statistically selected sample of the securities found in the Russell 2000, using a process known as “optimization.” This process selects stocks for the Portfolio so that industry weightings, market capitalizations and fundamental characteristics (price to book ratios, price to earnings ratios, debt to asset ratios and dividend yields) closely match those of the securities included in the Russell 2000. This approach helps to increase the Portfolio’s liquidity and reduce costs. The securities held by the Portfolio are weighted to make the Portfolio’s total investment characteristics similar to those of the Russell 2000 as a whole.

 

Over time, the correlation between the performance of the Portfolio and the Russell 2000 is expected to be 95% or higher before the deduction of Portfolio expenses. The Portfolio’s ability to track the Russell 2000 may be affected by, among other things, transaction costs, administration and other expenses incurred by the Portfolio, changes in either the composition of the Russell 2000 or the assets of the Portfolio, and the timing and amount of Portfolio investor contributions and withdrawals, if any. The Portfolio seeks to track the Russell 2000, therefore, the Adviser generally will not attempt to judge the merits of any particular security as an investment.

 

Securities index futures contracts and related options, warrants and convertible securities may be used, to a limited extent, for a number of reasons, including: to simulate full investment in the Russell 2000 while retaining a cash balance for fund management purposes; to facilitate trading; to reduce transaction costs; or to seek higher investment returns when a futures contract, option, warrant or convertible security is priced more attractively than the underlying equity security or Russell 2000. These instruments are generally considered to be derivatives.

 

The Portfolio may invest to a lesser extent in short-term debt securities and money market securities to meet redemption requests or to facilitate investment in the securities included in the Russell 2000.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Index-Fund Risk

 

   

Liquidity Risk

 

   

Small-Cap Company Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for the Portfolio is January 1, 1998. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad based index. Past performance is not an indication of future performance. This may be particularly true for this Portfolio because a different Adviser advised the Portfolio prior to January 2, 2003.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
22.92% (2003 2nd Quarter)      –21.49% (2002 3rd Quarter)
*   For periods prior to the date Class IA shares commenced operations (March 25, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

EQ Advisors Trust   About the investment portfolios   117


Equity Portfolios (continued)

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
22.95% (2003 2nd Quarter)      –21.52% (2002 3rd Quarter)

 

Average Annual Total Returns     
       One Year    Five Years    Ten Years

EQ/Small Company Index Portfolio — Class IA Shares**

           %            %            %

EQ/Small Company Index Portfolio — Class IB Shares

           %            %            %

Russell 2000 Index†

           %            %            %
**   For periods prior to the date Class IA shares commenced operations (March 25, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

EQ/Small Company Index Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.25%   0.25%

Distribution and/or service (12b-1) fees

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses*

         %          %
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Total Annual Portfolio Operating Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

AllianceBernstein L.P. (“AllianceBernstein”), 1345 Avenue of the Americas, New York, New York 10105. AllianceBernstein has been the Adviser to the Portfolio since January 2, 2003. AllianceBernstein manages investments for investment companies, endowment funds, insurance companies, foreign entities, qualified and non-tax qualified corporate funds, public and private pension and profit-sharing plans, foundations and tax-exempt organizations. As of December 31, 2008, AllianceBernstein had approximately $         billion in assets under management.

 

The management of and investment decisions for the Portfolio are made by AllianceBernstein’s Passive Equity Investment Team, which is responsible for management of all of AllianceBernstein’s Passive Equity accounts. The Passive Equity Investment Team relies heavily on quantitative analysis. Judith DeVivo is primarily responsible for day-to-day management of the Portfolio.

 

Ms. DeVivo manages equity portfolios benchmarked to a variety of indexes including the S&P 500, S&P Midcap, S&P Small Cap and Russell 2000 in addition to several customized accounts. Ms. DeVivo, a Senior Vice President and Portfolio Manager, joined AllianceBernstein in 1971,

 

118   About the investment portfolios   EQ Advisors Trust


 

joined the Passive Management Group in 1984 and has had portfolio management responsibility since that time.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   119


Equity Portfolios (continued)

 

EQ/T. Rowe Price Growth Stock Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve long-term capital appreciation and secondarily, income.

 

THE INVESTMENT STRATEGY

 

The Portfolio normally invests at least 80% of net assets, plus borrowings for investment purposes, in common stocks of a diversified group of growth companies. The Portfolio will invest primarily in equity securities of large-cap companies. For purposes of this Portfolio, large-cap companies are defined as those companies with market capitalization larger than the median market cap of companies in the Russell 1000 Growth Index, a widely used benchmark of the largest domestic growth stocks (the median market cap as of December 31, 2008 was $3.2 billion, and is subject to change) at the time of purchase. The Adviser mostly seeks investments in companies that have the ability to pay increasing dividends through strong cash flow. The Adviser generally looks for companies with an above-average rate of earnings growth and an attractive niche in the economy that gives them the ability to sustain earnings momentum even during times of slow economic growth. As growth investors, the Adviser believes that when a company increases its earnings faster than both inflation and the overall economy, the market will eventually reward it with a higher stock price.

 

While most assets are invested in U.S. common stocks, other securities may also be purchased, including convertible securities, warrants, preferred stocks, foreign stocks and, to a limited extent, derivatives (such as futures and options) in keeping with portfolio objectives. The Portfolio may invest up to 30% of its total assets in securities of foreign issuers, including those in emerging markets.

 

In pursuing its investment objective, the Adviser has the discretion to purchase some securities that do not meet its normal investment criteria, as described above, when it perceives an unusual opportunity for gain. These special situations might arise when the Adviser believes a security could increase in value for a variety of reasons, including a change in management, an extraordinary corporate event, or a temporary imbalance in the supply of or demand for the securities.

 

The Portfolio may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Emerging Markets Risk

 

   

Growth Investing Risk

 

   

Large-Cap Company Risk

 

   

Small-Cap and Mid-Cap Company Risk

 

   

Special Situations Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance. This may be particularly true for this Portfolio because a different Adviser advised the Portfolio prior to July 6, 2007.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (Enterprise Equity Portfolio, a series of Enterprise Accumulation Trust) advised using a similar investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor to the Enterprise Equity Portfolio whose inception date is August 1, 1988, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on July 9, 2004) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
26.57% (2001 4th Quarter)      –26.32% (2001 3rd Quarter)
*   For periods prior to the date Class IA shares commenced operations (May 16, 2007), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

120   About the investment portfolios   EQ Advisors Trust


 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
26.57% (2001 4th Quarter)      –26.32% (2001 3rd Quarter)

 

Average Annual Total Returns
       One Year    Five Years    Ten Years

EQ/T. Rowe Price Growth Stock Portfolio — Class IA Shares**

           %            %            %

EQ/T. Rowe Price Growth Stock Portfolio — Class IB Shares

   %    %    %

Russell 1000 Growth Index†

   %    %    %
**   For periods prior to the date Class IA shares commenced operations (May 16, 2007), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)
   

EQ/T. Rowe Price Growth Stock Portfolio

  Class IA Shares   Class IB Shares

Management Fee

         %          %

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses

         %          %

Less Fee Waiver/Expense Reimbursement*

         %          %

Net Annual Portfolio Operating Expenses**

  0.95%   1.20%
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Net Annual Portfolio Operating Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $                 $             

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

T. Rowe Price Associates, Inc. (“T. Rowe”) 100 East Pratt Street, Baltimore, Maryland 21202, is the Adviser to the Portfolio. T. Rowe was founded in 1937 and as of December 31, 2008, T. Rowe and its affiliates Price had $         billion under management.

 

P. Robert Bartolo, CPA, CFA, has primary responsibility for managing the Portfolio. Mr. Bartolo is portfolio manager for the T. Rowe Price Growth Stock Fund. Mr. Bartolo is also a Vice President of T. Rowe Price Group, Inc. and has been managing assets for the firm since 2005.

 

EQ Advisors Trust   About the investment portfolios   121


Equity Portfolios (continued)

 

Mr. Bartolo has been with T. Rowe Price since August 2002. He is also a portfolio manager in the Equity Division and Mr. Bartolo serves on the Investment Advisory Committee for the firm’s U.S. Mid-, and Large-Cap Growth Strategies. Mr. Bartolo has eleven years of investment experience, six of which have been at T. Rowe Price.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

122   About the investment portfolios   EQ Advisors Trust


 

EQ/UBS Growth and Income Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve total return through capital appreciation with income as a secondary consideration.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio intends to invest primarily in a broadly diversified group of equity securities of U.S. large capitalization companies that offer the opportunity for capital appreciation and, secondarily, income. For purposes of this Portfolio, large capitalization companies include those companies with market capitalization in excess of $5 billion at the time of investment. The Portfolio also may invest in equity securities of small- and mid-capitalization companies. In seeking income, the Portfolio invests in stocks of dividend-paying companies.

 

The Portfolio intends to invest primarily in common stocks, but it may also invest in other securities that the Adviser believes provide opportunities for capital growth, such as warrants and securities convertible into common stock.

 

The Adviser utilizes an investment style that focuses on identifying discrepancies between a security’s fundamental value (i.e., the Adviser’s assessment of what the security is worth) and its market price. In choosing investments, the Adviser utilizes a process that involves researching and evaluating companies for potential investment. The Adviser estimates the fundamental value of each stock under analysis based on economic, industry and company analysis and a company’s management team, competitive advantage and core competencies. The Adviser then compares its assessment of a security’s value against the prevailing market prices, with the aim of constructing a portfolio of stocks with attractive price and value characteristics. The Adviser may sell a security for a variety of reasons, such as to invest in a company offering superior investment opportunities.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Equity Risk

 

   

Growth Investing Risk

 

   

Large-Cap Company Risk

 

   

Small-Cap and Mid-Cap Company Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (Enterprise Growth and Income Portfolio, a series of Enterprise Accumulation Trust) using the same investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor to the Enterprise Growth and Income Portfolio whose inception date is December 1, 1998, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on July 9, 2004) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
14.86% (1999 2nd Quarter)      –18.59% (2002 3rd Quarter)
*   Class IA shares have not commenced operations. Performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

EQ Advisors Trust   About the investment portfolios   123


Equity Portfolios (continued)

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
14.86% (1999 2nd Quarter)      –18.59% (2002 3rd Quarter)

 

Average Annual Total Returns
       One Year    Five Years    Ten Years

EQ/UBS Growth and Income Portfolio — Class IA Shares**

           %            %            %

EQ/UBS Growth and Income Portfolio — Class IB Shares

           %            %            %

Russell 1000 Index†

           %            %            %
**   Class IA shares have not commenced operations. Performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

   

EQ/UBS Growth and Income Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.75%   0.75%

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses

         %          %

Less Fee Waiver/Expense Reimbursement*

         %          %

Net Annual Portfolio Operating Expenses**

  0.80%   1.05%
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Net Annual Portfolio Operating Expenses for the Portfolio would be     % for Class IA shares and     % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

UBS Global Asset Management (Americas) Inc. (“UBS Global AM”), One North Wacker Drive, Chicago, Illinois 60606, is the Adviser to the Portfolio. UBS Global AM, is an indirect, wholly owned subsidiary of UBS AG (“UBS”) and a member of the UBS Global Asset Management division, which had approximately          billion in assets under management as of December 31, 2008. UBS is an internationally diversified organization headquartered in Switzerland, with operations in many areas of the financial services industry.

 

Thomas M. Cole, John C. Leonard, Thomas J. Digenan and Scott C. Hazen are the portfolio managers jointly and responsible for the day-to-day management of the Portfolio.

 

124   About the investment portfolios   EQ Advisors Trust


 

Thomas M. Cole , CFA, is a Managing Director and Head of Research, North American Equities and has held that position for more than five years. He leads the portfolio construction process and reviews the overall composition of the Portfolio. Mr. Cole joined UBS Global AM as an investment professional in 1985.

 

John C. Leonard , CFA, is a Managing Director and Global Head of Equities, has been for more than five years and is responsible for the construction of U.S. equity portfolios and the oversight of UBS Global AM’s Chicago-based strategy team. He has been with UBS Global AM as an investment professional since 1991. Mr. Leonard assists in portfolio construction.

 

Thomas J. Digenan , CFA, is a Managing Director and North American Equity Strategist. He assists in portfolio construction. Mr. Digenan joined UBS Global AM as an investment professional in 1993. He has been a North American Equities Strategist since 2001.

 

Scott C. Hazen, CFA, an Executive Director and North American Equity Strategist since 2004, assists in portfolio construction. He joined UBS Global AM in 1992 and has served as an investment professional since 2004.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   125


Equity Portfolios (continued)

 

EQ/Van Kampen Comstock Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve capital growth and income.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus any borrowings for investment purposes, in common stocks. The Portfolio may invest in issuers of small, medium and large market capitalization. The Portfolio primarily invests in equity securities, but also may invest in preferred stocks and securities convertible into common and preferred stocks.

 

The Adviser emphasizes a value style of investing, seeking well established, undervalued companies believed by the Adviser to possess the potential for capital growth and income. The Adviser typically sells portfolio securities when its assessments of capital growth and income potential of such securities materially change.

 

The Portfolio may invest up to 25% of its total assets in securities of foreign issuers, including emerging market securities and depositary receipts. The Portfolio generally holds up to 10% of its total assets in high-quality short-term debt securities and investment grade corporate debt securities as temporary investments. The Portfolio may also invest up to 5% of its net assets in convertible securities that are below investment grade. The Portfolio also may, to a limited extent, purchase and sell certain derivative instruments, such as options, futures contracts and options on futures contracts, for various portfolio management purposes, including to earn income, to facilitate portfolio management and to mitigate risks. The Portfolio may invest up to 10% of its total assets in real estate investment trusts (“REITs”).

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Fixed Income Risk

 

Credit Risk

 

Interest Rate Risk

 

Investment Grade Securities Risk

 

Junk Bond or Lower Rated Securities Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipt Risk

 

Emerging Markets Risk

 

   

Large-Cap Company Risk

 

   

Real Estate Investing Risk

 

   

Small-Cap and Mid-Cap Company Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for this Portfolio is April 29, 2005. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
6.17% (2006 4th Quarter)      –6.22% (2007 4th Quarter)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
6.09% (2006 4th Quarter)      –6.31% (2007 4th Quarter)

 

126   About the investment portfolios   EQ Advisors Trust


 

Average Annual Total Returns
       One Year    Since
Inception

EQ/Van Kampen Comstock
Portfolio — Class IA Shares

           %            %

EQ/Van Kampen Comstock
Portfolio — Class IB Shares

           %            %

Russell 1000 Value Index†

           %            %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

   

EQ/Van Kampen Comstock Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.65%   0.65%

Distribution and/or Service Fee (12b-1 fees)

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses

         %          %

Less Fee Waiver/Expense Reimbursement*

         %          %

Net Annual Portfolio Operating Expenses**

  0.75%   1.00%
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the fund’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Net Annual Portfolio Operating Expenses for the Portfolio would be     % for Class IA shares and     % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

Morgan Stanley Investment Management Inc. (“MSIM Inc.”), 522 Fifth Avenue, New York, NY 10036. MSIM Inc. has been the Adviser to the Portfolio since the Portfolio commenced operations. MSIM Inc. (which does business in certain instances using the name Van Kampen) conducts a worldwide portfolio management business and provides a broad range of portfolio management services to customers in the United States and abroad. As of December 31, 2008, MSIM Inc. had approximately $     billion in assets under management.

 

The Multi-Cap Value team is jointly and primarily responsible for the day-to-day management of the Portfolio. The current members of the team include B. Robert Baker, Jr., Jason S. Leder, Kevin C. Holt, Devin E. Armstrong and James N. Warwick. Members of the team may change from time to time. Mr. Baker, the lead portfolio manager, is a Managing Director with Van Kampen. He has had portfolio management responsibilities at Van Kampen since he joined the firm in 1991. Mr. Leder, Managing Director, joined Van Kampen in 1995 and has had portfolio management responsibilities since that time. Mr. Holt, Managing Director, joined Van Kampen in 1999 and has had portfolio management responsibilities since that time. Mr. Armstrong, Vice President, has been associated with the Van Kampen in a research capacity since August 2004 and began managing the Portfolio in an investment management capacity in July 2007. Prior to August 2004, Mr. Armstrong was attending Columbia Business School (August 2002 - May 2004). Mr. Warwick, Executive Director, has been associated with the Adviser in an investment management capacity since May 2002 and began managing the Portfolio in July 2007.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   127


Equity Portfolios (continued)

 

EQ/Van Kampen Mid Cap Growth Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve capital growth

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus any borrowings for investment purposes, in securities of medium-sized companies at the time of investment. The Portfolio primarily invests in equity securities, including common stocks, preferred stocks, convertible securities and rights and warrants to purchase common stock. Medium-sized companies are defined by reference to those companies represented in the Russell Midcap Index. The Portfolio also may invest in common stocks and other equity securities of small- and large-sized companies.

 

The Adviser seeks to invest in high quality companies it believes have sustainable competitive advantages and the ability to redeploy capital at high rates of return. The Adviser studies a company’s business model, business visibility and the ability to generate free cash flow, a favorable return on invested capital trend and an attractive risk/reward. The Adviser generally considers selling an investment when it determines the company no longer satisfies its investment criteria.

 

The Portfolio also may invest in debt securities of various maturities considered investment grade at the time of investment. Investment grade securities are rated BBB or higher by Standard & Poor’s or rated Baa or higher by Moody’s Investor Services, Inc. The Portfolio may also invest up to 5% of its net assets in convertible securities that are below in investment grade.

 

The Portfolio may invest up to 25% of its total assets in securities of foreign issuers, including emerging market securities and depositary receipts. The Portfolio also may, to a limited extent, purchase and sell certain derivative instruments, such as options, futures contracts, options on futures contracts and currency transactions, for various portfolio management purposes, including to facilitate portfolio management and to mitigate risks. The Portfolio may invest up to 10% of its total assets in real estate investment trusts (“REITs”).

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in common stocks, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

   

Equity Risk

 

   

Fixed Income Risk

 

Credit Risk

 

Interest Rate Risk

 

Investment Grade Securities Risk

 

Junk Bond or Lower Rated Securities Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Depositary Receipts Risk

 

Emerging Markets Risk

 

   

Growth Investing Risk

 

   

Large-Cap Company Risk

 

   

Real Estate Investing Risk

 

   

Small-Cap and Mid-Cap Company Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for this Portfolio is April 29, 2005. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
9.31% (2007 3rd Quarter)      –4.99% (2006 2nd Quarter)

 

128   About the investment portfolios   EQ Advisors Trust


 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
9.24% (2007 2nd Quarter)      –5.08% (2006 2nd Quarter)

 

Average Annual Total Returns
       One Year    Since
Inception

EQ/Van Kampen Mid Cap Growth
Portfolio — Class IA Shares

           %            %

EQ/Van Kampen Mid Cap Growth
Portfolio — Class IB Shares

   %    %

Russell Mid Cap Growth Index†

   %    %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

   

EQ/Van Kampen Mid Cap Growth Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.70%   0.70%

Distribution and/or Service Fee (12b-1 fees)

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses*

  0.85%   1.10%
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2009.
*   A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction the Net Annual Portfolio Operating Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

Morgan Stanley Investment Management Inc. (“MSIM Inc.”), 522 Fifth Avenue, New York, NY 10036. MSIM Inc. has been the Adviser to the Portfolio since the Portfolio commenced operations. MSIM Inc. (which does business in certain instances using the name Van Kampen) conducts a worldwide portfolio management business and provides a broad range of portfolio management services to customers in the United States and abroad. As of December 31, 2008 MSIM Inc. had approximately $         billion in assets under management.

 

The U.S. Growth team is jointly responsible for the day-to-day management of the Portfolio. The current members of the team include Dennis Lynch, David Cohen, Sam Chainani, Alexander Norton, Armistead Nash and Jason Yeung. Members of the team may change from time to time.

 

Dennis Lynch is a Managing Director with Van Kampen. He joined the firm in 1998 and has had portfolio management responsibilities for more than five years.

 

David Cohen is a Managing Director with Van Kampen. He joined the firm in 1993 and has had portfolio management responsibilities for more than five years.

 

Sam Chainani is a Managing Director with Van Kampen. He joined the firm in 1996 and has had portfolio management responsibilities since June 2004. Prior to that time, Mr. Chainani was associated in an investment capacity with Van Kampen.

 

Alexander Norton is an Executive Director with Van Kampen. He joined the firm in 2000 and has had portfolio management responsibility since July 2005. Prior to that time, Mr. Norton was associated in an investment capacity with Van Kampen.

 

EQ Advisors Trust   About the investment portfolios   129


Equity Portfolios (continued)

 

Jason Yeung is an Executive Director with Van Kampen. He joined the firm in 2002, and has had portfolio management responsibilities since September 2007. Prior to that time, Mr. Yeung was associated in an investment capacity for Van Kampen.

 

Armistead Nash is an Executive Director with Van Kampen. He joined the firm in 2002 and has had portfolio management responsibilities since September 2008. Prior to that time, Mr. Nash was associated in an investment capacity for Van Kampen.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

130   About the investment portfolios   EQ Advisors Trust


 

EQ/Van Kampen Real Estate Portfolio

 

INVESTMENT OBJECTIVE: Seeks to provide above average current income and long-term capital appreciation.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of companies in the real estate industry, including real estate investment trusts (“REITs”). The Portfolio focuses on REITs, as well as real estate operating companies (“REOCs”) that invest in a variety of property types and regions. The Portfolio invests primarily in equity REITs. In addition, the Portfolio is non-diversified, which means that it may invest in a limited number of issuers.

 

The Adviser actively manages the Portfolio using a combination of top-down and bottom-up methodologies. The top-down asset allocation overlay is determined by focusing on key regional criteria, which include demographic and macroeconomic considerations (for example, population, employment, household formation and income). The Adviser employs a value-driven approach to bottom-up security selection which emphasizes underlying asset values, values per square foot and property yields.

 

In seeking an optimal matrix of regional and property market exposure, the Adviser considers broad demographic and macroeconomic factors as well as other criteria, such as space demand, new construction and rental patterns. The Adviser generally considers selling a portfolio holding when it determines that the holding is less attractive based on a number of factors, including changes in the holding’s share price, earnings prospects relative to its peers and/or business prospects.

 

A company is considered to be in the real estate industry if (i) it derives at least 50% of its revenues or profits from the ownership, construction, management, financing or sale of residential, commercial or industrial real estate, or (ii) it has at least 50% of the fair market value of its assets invested in residential, commercial or industrial real estate.

 

Besides equity securities of REITs, the Portfolio may invest in equity securities, including common stocks and convertible securities, or non-convertible preferred stocks and investment-grade debt securities of companies operating in the real estate industry. The Portfolio may invest up to 20% of its net assets in securities of companies outside the real estate industry. The Portfolio may invest up to 25% of its total assets in securities of foreign issuers, some or all of which may be in the real estate industry. The Portfolio may, to a limited extent, purchase and sell certain derivative instruments, such as options, futures contracts and options on futures contracts, for various portfolio management purposes, including to earn income, to facilitate portfolio management and to mitigate risks.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests primarily in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

Futures and Options Risk

 

   

Equity Risk

 

   

Fixed Income Risk

 

   

Focused Portfolio Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

   

Non-Diversification Risk

 

   

Real Estate Investing Risk

 

   

Value Investing Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the Portfolio’s first full calendar year of operations. The inception date for this Portfolio is July 2, 2007. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (                 Quarter)              % (                 Quarter)

 

EQ Advisors Trust   About the investment portfolios   131


Equity Portfolios (continued)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (                 Quarter)              % (                 Quarter)

 

Average Annual Total Returns
       One Year    Since
Inception

EQ/Van Kampen Real Estate
Portfolio — Class IA Shares

         %          %

EQ/Van Kampen Real Estate
Portfolio — Class IB Shares

         %          %

FTSE NAREIT Equity REIT Index†

         %          %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets, as a percentage of average daily net assets)

EQ/Van Kampen Real Estate Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.90%   0.90%

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses

         %          %

Less Fee Waiver/Expense Reimbursement*

         %          %

Net Annual Portfolio Operating Expenses**

  1.01%   1.26%
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
**   A portion of the brokerage commissions that the Portfolio pays may be used to reduce the Portfolio’s expenses. This arrangement did not affect the Net Annual Portfolio Operating Expenses for the Portfolio for the fiscal year ended December 31, 2008.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $                 $             

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

Morgan Stanley Investment Management, Inc. (“MSIM, Inc.”), 522 Fifth Avenue, New York, New York 10036, is the Adviser to the Portfolio. MSIM, Inc. (which does business in certain instances using the name Van Kampen) conducts a worldwide portfolio management business and provides a broad range of portfolio management services to customers in the United States and abroad. As of December 31, 2008, MSIM, Inc. had approximately $             billion in assets under management.

 

The Portfolio’s assets are managed within the Adviser’s Real Estate Team. The team consists of portfolio managers and analysts. Theodore R. Bigman is the member of the team primarily responsible for the day-to-day management of the Portfolio. The Portfolio is managed by Mr. Bigman, who is supported by a team of six research analysts. Together, Mr. Bigman and the team determine investment strategy, establish asset allocation frameworks and direct the implementation of investment strategy.

 

132   About the investment portfolios   EQ Advisors Trust


 

Theodore R. Bigman, Managing Director, has worked for the Adviser since 1995. He has been Managing Director since 1999 and a portfolio manager with the Adviser since 1995.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   133


Fixed Income Portfolios

 

EQ/Bond Index Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve a total return before expenses that approximates the total return performance of the Barclays Capital U.S. Aggregate Bond Index, including reinvestment of coupon payments, at a risk level consistent with that of the Barclays Capital U.S. Aggregate Bond Index.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets (plus borrowings for investment purposes), determined at time of purchase, in debt securities that are included in the Barclays Capital U.S. Aggregate Bond Index (“Aggregate Bond Index”). The Portfolio seeks to achieve its investment objective of achieving (before expenses) the total return performance of the Aggregate Bond Index, including reinvestment of coupon payments, at a risk level consistent with that of the Aggregate Bond Index. The Portfolio generally invests in a well-diversified portfolio that is representative of the domestic investment grade bond market, including government and credit securities, agency, credit securities, mortgage-backed securities, asset-backed securities and commercial mortgage-based securities. Further, the Portfolio is managed at all times duration neutral to the Aggregate Bond Index and overall sector and quality weightings also are closely replicated to the Index, with individual security selection based upon criteria generated by the Adviser’s credit and research group, security availability, and the Adviser’s analysis of the impact on the portfolio’s weightings

 

While complete replication of the Aggregate Bond Index is not possible, the Portfolio employs a stratified sample approach to build a portfolio whose broad characteristics match those of the Index. Individual securities holdings may differ from the Index, and the Portfolio may not track the performance of the Index perfectly due to the expenses and the transaction costs, the size and frequency of cash flow into and out of the Portfolio and differences between how and when the Portfolio and the Index are valued. The Adviser may also purchase or sell futures contracts on fixed-income securities in lieu of investment directly in fixed-income securities themselves. The Adviser may also purchase or sell futures contracts on the Aggregate Bond Index (or other fixed-income securities indices), if and when they become available.

 

As of December 31, 2008, the Index was composed of              investment grade fixed income securities with at least one year remaining to maturity and $         million in par value outstanding. Each security is weighted by amount outstanding, which means larger securities have greater representation in the Index than smaller ones. Securities in the Index may include U.S. government securities, corporate debt securities and mortgage- and asset-based debt securities.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in fixed income securities, therefore, its performance may go up or down depending on general debt market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Derivatives Risk

 

   

Fixed Income Risk

 

Asset-Backed Securities Risk

 

Credit Risk

 

Interest Rate Risk

 

Investment Grade Securities Risk

 

Mortgage-Backed Securities Risk

 

   

Index Fund Risk

 

   

Liquidity Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (MONY Intermediate Term Bond Portfolio, a series of the MONY Series Fund, Inc.) advised using an investment objective and strategy, which differ from those used by the Portfolio. For these purposes, the Portfolio is considered to be the successor to the MONY Intermediate Term Bond Portfolio whose inception date is March 1, 1985, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on July 9, 2004) and its predecessor have been linked.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to August 25, 2006 the Portfolio and its predecessor had a different investment objective and invested in an actively managed portfolio of fixed income securities. The Portfolio invests substantially all of its assets in fixed income securities in a manner that is intended to track the performance of the Index. If the Portfolio and its predecessor had historically invested substantially all of their assets in fixed income securities in a manner that was intended to track the performance of the Index, the performance of the Portfolio and its predecessor may have been different. In addition, the Portfolio was advised by different Advisers prior to December 1, 2008.

 

134   About the investment portfolios   EQ Advisors Trust


 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
4.75% (2002 3rd Quarter)      –2.62% (2004 2nd Quarter)

 

Calendar Year Annual Total Returns — Class IB*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
4.66% (2002 3rd Quarter)      –2.68% (2004 2nd Quarter)

 

Average Annual Total Returns
       One Year    Five Years    Ten Years

EQ/Bond Index Portfolio — Class IA Shares

               %                %                %

EQ/Bond Index Portfolio — Class IB Shares*

   %    %    %

Barclays Capital U.S. Aggregate Bond Index†

   %    %    %
*   For periods prior to the date Class IB Shares commenced operations (June 20, 2005), performance information shown is the performance of Class IA Shares adjusted to reflect the 12b-1 fees paid by Class IB Shares.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)
   

EQ/Bond Index Portfolio

  Class IA Shares   Class IB Shares

Management Fee

         %          %

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses

         %          %

Less Fee Waiver/Expense Reimbursement*

         %          %

Net Annual Portfolio Operating Expenses

         %          %
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions, your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $                 $             

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

EQ Advisors Trust   About the investment portfolios   135


Fixed Income Portfolios (continued)

 

WHO MANAGES THE PORTFOLIO

 

SSgA Funds Management, Inc. (“SSgA FM”) , is located at State Street Financial Center, One Lincoln Street, Boston, MA 02111. SSgA FM is a wholly owned subsidiary of State Street Corporation. As of December 31, 2008, SSgA FM had over $         billion in assets under management. SSgA FM and other advisory affiliates of State Street Corporation make up State Street Global Advisors (“SSgA”), the investment management arm of State Street Corporation.

 

The Portfolio is managed by SSgA’s Passive Fixed Income Team. Portfolio managers John Kirby and Elya Schwartzman jointly and primarily have responsibility for the day-today management of the Bond Index Portfolio.

 

John Kirby is a Principal of SSgA FM and a Vice President of SSgA. Mr. Kirby is the head of the firm’s Fixed Income Index team and has managed the product since 1999 and portfolios within the group since 1997. In addition to portfolio management, Mr. Kirby’s responsibilities include risk management and product development. Elya Schwartzman is a Principal of SSgA FM and a Vice President of SSgA. Mr. Schwartzman is a member of the Fixed Income Index team. Previously, Mr. Schwartzman spent ten years as an analyst and portfolio manager in the Active Credit group, covering a broad group of industry sectors in both investment grade and speculative grade markets. He has been working in the Fixed Income field since 1996.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

136   About the investment portfolios   EQ Advisors Trust


 

EQ/Caywood-Scholl High Yield Bond Portfolio

 

INVESTMENT OBJECTIVE: Seeks to maximize current income.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in bonds that are below investment grade. The Portfolio generally invests in high-yield, income producing US corporate bonds that are rated B3 to Ba1 by Moody’s Investors Service, Inc. (“Moody’s”) or B- to BB+ by Standard & Poor’s (“S&P”), which are commonly known as “junk bonds.”

 

The Portfolio generally does not purchase bonds in the lowest ratings categories (rated Ca or lower by Moody’s or CC or lower by S&P or which, if unrated, in the judgment of the Adviser have characteristics of such lower-grade bonds). If an investment is downgraded to Ca or lower or CC or lower after its purchase by the Portfolio, the Adviser has discretion to hold or liquidate the security. Subject to these restrictions, under normal circumstances, up to 20% of the Portfolio’s assets may include: (1) bonds rated Caa by Moody’s or CCC by S&P; (2) unrated debt securities which, in the judgment of the Adviser, have characteristics similar to those described above; (3) convertible debt securities; (4) puts, calls and futures as hedging devices; (5) foreign issuer debt securities; and (6) short-term money market instruments, including certificates of deposit, commercial paper, U.S. Government securities and other income-producing cash equivalents.

 

The Adviser actively manages the Portfolio’s duration based on the Adviser’s view of the market and interest rates. The Portfolio may invest in securities of any maturity. Duration is a measure of the weighted average maturity of cash flows on the bonds held by the Portfolio and can be used by the Adviser as a measure of the sensitivity of the market value of the Portfolio to changes in interest rates. Generally, the longer the duration of the Portfolio, the more sensitive its market value will be to changes in interest rates. The Portfolio may have a high portfolio turnover rate in excess of 100%.

 

The Adviser utilizes a top-down approach that seeks to identify industries and companies that appear favorable for investment. Industries going through a perceived decline generally are not candidates for selection. After the industries are selected, the Adviser identifies bonds of issuers within those industries based on their creditworthiness, their yields in relation to their credit and the relative value in relation to the high yield market. Companies near or in bankruptcy are not considered for investment. The Adviser may sell a security for a variety of reasons, such as to invest in a company offering superior investment opportunities.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in fixed income securities, therefore, its performance may go up or down depending on general debt market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

   

Fixed Income Risk

 

Credit Risk

 

Interest Rate Risk

 

Junk Bonds or Lower Rated Securities Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

   

Liquidity Risk

 

   

Portfolio Turnover Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (Enterprise High-Yield Portfolio, a series of Enterprise Accumulation Trust) advised using the same investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor to the Enterprise High-Yield Portfolio whose inception date is November 18, 1994, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on July 9, 2004) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

EQ Advisors Trust   About the investment portfolios   137


Fixed Income Portfolios (continued)

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
7.66% (2003 2nd Quarter)              % (                 Quarter)
*   Class IA shares have not commenced operations. Performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
7.66% (2003 2nd Quarter)              % (                 Quarter)

 

Average Annual Total Returns
       One Year    Five Years    Ten Years

EQ/Caywood-Scholl High Yield Bond Portfolio — Class IA Shares**

         %          %          %

EQ/Caywood-Scholl High Yield Bond Portfolio — Class IB Shares

         %          %          %

Merrill Lynch U.S. High Yield Master Cash Pay Only Index†

         %          %          %
**   Class IA shares have not commenced operations. Performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)

EQ/Caywood-Scholl High Yield Bond Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.60%   0.60%

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses

         %          %

Less Fee Waiver/Expense Reimbursement*

         %          %

Net Annual Portfolio Operating Expenses

  0.80%   1.05%
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions, your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

138   About the investment portfolios   EQ Advisors Trust


 

WHO MANAGES THE PORTFOLIO

 

Caywood-Scholl Capital Management (“Caywood-Scholl”) 4350 Executive Drive, Suite 125, San Diego, California 92121, is the Adviser to the Portfolio. Caywood-Scholl has provided investment advice with respect to high-yield, low grade fixed income instruments since 1986. As of December 31, 2008, assets under management for all clients are approximately $1.0 billion.

 

Eric Scholl, Managing Director and Chief Executive Officer (“CEO”); and Tom Saake, Managing Director, President, and Portfolio Manager are jointly and primarily responsible for the day-to-day management of the Portfolio.

 

Eric Scholl , Managing Director and CEO, joined Caywood-Scholl in 1992 as partner and President. He has been a Managing Director since December 1998 and CEO since February 2006.

 

Tom Saake , Managing Director, President and Portfolio Manager, has served as a Portfolio Manager with Caywood-Scholl since 1996, Managing Director since June 2002 and President since February 2006. He has over 17 years’ experience with the firm.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   139


Fixed Income Portfolios (continued)

 

EQ/Core Bond Index Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve a total return before expenses that approximates the total return performance of the Barclays Capital U.S. Aggregate Bond Index (“Aggregate Bond Index”), including reinvestment of dividends, at a risk level consistent with that of the Aggregate Bond Index.

 

THE INVESTMENT STRATEGY

 

Under normal market conditions, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in securities that are included in the Aggregate Bond Index, which covers the U.S. investment-grade, fixed-rate, taxable bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities, and commercial mortgage-based securities. To qualify for inclusion in the Aggregate Bond Index, a bond must have at least one year remaining to final maturity, be rated Baa3 or better by Moody’s, have a fixed coupon rate, and be U.S. dollar denominated.

 

While complete replication of the Aggregate Bond Index is not possible, the Adviser will employ a stratified sample approach to build a portfolio whose broad characteristics match those of the Aggregate Bond Index. Individual securities holdings may differ from the Aggregate Bond Index, and the fund may not track the performance of the Aggregate Bond Index perfectly due to the expenses and the transaction costs, the size and frequency of cash flow into and out of the fund, and differences between how and when the fund and the Aggregate Bond Index are valued. The Adviser may also purchase or sell futures contracts on fixed-income securities in lieu of investment directly in fixed-income securities themselves. The Adviser may also purchase or sell futures contracts on the Aggregate Bond Index (or other fixed-income securities indices), if and when they become available.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

The Portfolio invests in fixed income securities, therefore, its performance may go up or down depending on general debt market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Derivatives Risk

 

   

Fixed Income Risk

 

Asset-Backed Securities Risk

 

Credit Risk

 

Interest Rate Risk

 

Investment Grade Securities Risk

 

Mortgage-Backed Securities Risk

 

 

   

Index-Fund Risk

 

   

Liquidity Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for the Portfolio is January 1, 1998. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to January     , 2009, the Portfolio had a different investment strategy and consisted entirely of an actively managed portfolio of equity securities. If the Portfolio had historically been managed using its current strategy, the performance of the Portfolio may have been different.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter: (% and time period)      Worst quarter: (% and time period)
        % (        Quarter)      –2.58% (2004 2nd Quarter)
*   For periods prior to the date Class IA shares commenced operations (March 25, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter: (% and time period)      Worst quarter: (% and time period)
        % (                 Quarter)      –2.58% (2004 2nd Quarter)

 

140   About the investment portfolios   EQ Advisors Trust


 

Average Annual Total Returns          
       One Year    Five Years    Ten Years

EQ/Core Bond Index
Portfolio — Class IA Shares**

           %            %            %

EQ/Core Bond Index
Portfolio — Class IB Shares

           %            %            %

Barclays Capital U.S. Aggregate Bond Index†

           %            %            %
**   For periods prior to the date Class IA shares commenced operations (March 25, 2002), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

   

EQ/Core Bond Index Portfolio

  Class IA Shares   Class IB Shares

Management Fee

         %          %

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses

         %          %
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $                 $             

3 Years

   $                 $             

5 Years

   $                 $             

10 Years

   $                 $             

 

WHO MANAGES THE PORTFOLIO

 

SSgA Funds Management, Inc. (“SSgA FM”) is located at State Street Financial Center, One Lincoln Street, Boston, MA 02111 and manages the Portfolio. SSgA FM, is a wholly owned subsidiary of State Street Corporation. As of December 31, 2008, SSgA FM had over $         billion in assets under management. SSgA FM and other advisory affiliates of State Street Corporation make up State Street Global Advisors (“SSgA”), the investment management arm of State Street Corporation.

 

The Portfolio is managed by the SSgA’s Passive Fixed Income Team. Portfolio Managers John Kirby and Mike Brunell are jointly and primarily responsible for the day-today management of the Portfolio.

 

John Kirby is a Principal of SSgA FM and a Vice President of SSgA. Mr. Kirby is the head of the firm’s Fixed Income Index team and has managed the product since 1999 and portfolios within the group since 1997. In addition to portfolio management, Mr. Kirby’s responsibilities include risk management and product development.

 

Mike Brunell has been a member of the Fixed Income Index team since 2004. Mr. Brunell is a Principal of SSgA FM and SSgA. In his current role as part of the Beta solutions group, Mr. Brunell is responsible for developing and managing funds against a variety of conventional and custom bond index strategies, including fixed income exchange traded funds, which were established in 2007. Prior to joining the investment group, Mr. Brunell was responsible for managing the US Bond Operations team, which he had been a member of since 1997.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   141


Fixed Income Portfolios (continued)

 

EQ/Global Bond PLUS Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve capital growth and current income.

 

THE INVESTMENT STRATEGY

 

The Portfolio’s assets normally are allocated among three investment managers, each of which manages its portion of the Portfolio using a different but complementary investment strategy. One portion of the Portfolio is actively managed by an Adviser (“Active Allocated Portion”); one portion of the Portfolio tracks the performance of a particular index (“Index Allocated Portion”); and one portion of the Portfolio invests in exchange-traded funds (“ETFs”) (“ETF Allocated Portion”). Under normal circumstances, the Active Allocated Portion consists of approximately 30% of the Portfolio’s net assets, the Index Allocated Portion consists of approximately 60% of the Portfolio’s net assets and the ETF Allocated Portion consists of approximately 10% of the Portfolio’s net assets.

 

Each of the above percentages is an asset allocation target established by AXA Equitable to achieve the Portfolio’s investment objective and may be changed without shareholder approval. Actual allocations among the distinct portions of the Portfolio may deviate from the amounts shown above by up to 15% of the Portfolio’s net assets. The asset allocation range for each portion of the Portfolio is as follows: 15% - 45% in the Active Allocated Portion; 45% - 75% in the Index Allocated Portion; and 0% - 25% in the ETF Allocated Portion. Each portion of the Portfolio may deviate temporarily from its asset allocation target for defensive purposes or as a result of appreciation or depreciation of its holdings. AXA Equitable rebalances each portion of the Portfolio as it deems appropriate. To the extent that the Portfolio takes a temporary defensive position, it may not be pursuing its investment goal.

 

The Active Allocated Portion normally invests at least 80% of its net assets, plus borrowings for investment purposes, in debt securities, including obligations of foreign government or corporate entities or supranational agencies (such as the World Bank) denominated in various currencies. The Active Allocated Portion normally invests in at least three countries. The Active Allocated Portion may invest in debt securities that are rated below investment grade (or, if unrated, determined by the Adviser to the Active Allocated Portion to be of comparable quality) (“junk bonds”). The Active Allocated Portion generally does not invest more than 5% of its assets in debt obligations or similar securities denominated in the currencies of developing countries. For purposes of this Active Allocated Portion, the Adviser to the Active Allocated Portion considers those countries whose sovereign debt is rated below investment grade to be developing countries and those countries whose sovereign debt is rated investment grade to be developed countries.

 

The Active Allocated Portion generally maintains a dollar-weighted average maturity of 5 to 14 years and a duration of 3½ to 10 years. Ma turity measures the average final payable dates of debt instruments. Duration is a measure of the weighted average maturity of cash flows on the bonds held by the Active Allocated Portion and can be used by the Adviser to the Active Allocated Portion as a measure of the sensitivity of the market value of the Portfolio to changes in interest rates. Generally, the longer the duration of the Active Allocated Portion, the more sensitive its market value will be to changes in interest rates.

 

The Adviser to the Active Allocated Portion makes its country selection and currency decisions for the Active Allocated Portion based on its own fundamental research and advanced analytical systems. In choosing investments, the Adviser to the Active Allocated Portion searches for the best values on securities that meet the Active Allocated Portion’s credit and maturity requirements. Bonds selected for inclusion in the Active Allocated Portion are continually monitored to assure they meet the Adviser to the Active Allocated Portion’s standards. The Adviser to the Active Allocated Portion may sell a security for a variety of reasons, such as to invest in an issuer believed to offer superior investment opportunities.

 

The Active Allocated Portion may, to a limited extent, enter into foreign currency exchange contracts for a variety of purposes, including to gain exposure to foreign markets in which the Active Allocated Portion is underweighted, to hedge the value of its investments or to control risk. The Active Allocated Portion also may invest up to 20% of its assets in foreign mortgage- and asset-based securities and/or foreign bank obligations. In addition, the Active Allocated Portion may invest up to 20% of its assets in investment grade fixed income securities or obligations of U.S. government entities or U.S. corporations. The Active Allocated Portion also may invest up to 15% of its net assets in illiquid securities. The Active Allocated Portion may purchase a foreign currency on a spot or forward basis in order to benefit from potential appreciation of such currency relative to the U.S. dollar or to other currencies in which the Active Allocated Portion’s holdings are denominated.

 

The Index Allocated Portion of the Portfolio seeks to track the performance of the Barclays Capital U.S. Aggregate Bond Index (“Aggregate Bond Index”) with minimal tracking error. The Aggregate Bond Index covers the dollar denominated investment-grade, fixed-rate, taxable bond market, including Treasuries, government-related and corporate securities, MBS passthrough securities (including hybrid ARMs as of April 1, 2007), asset-backed securities, and commercial mortgage-based securities. To qualify for inclusion in the Aggregate Bond Index, a bond must have at least one year remaining to final maturity, must be rated investment-grade (Baa3/BBB- or higher) by at least two of the fol-lowing ratings agencies: Moody’s, S&P, Fitch. If only two of the three agencies rates a security, the rating must be investment grade. The bond also must be dollar-denominated and non-convertible.

The Adviser selects the Index Allocated Portion’s investments by a “sampling” strategy. Specifically, the Adviser invests in a

 

142   About the investment portfolios   EQ Advisors Trust


 

representative sample of securities from each broad segment of the Aggregate Bond Index, such as government bonds, mortgages, and corporate issues that represent key index characteristics. In particular, the Adviser will focus on such characteristics as interest rate sensitivity, credit quality, and sector diversification, although other characteristics also are reflected. The Index Allocated Portion’s holdings will normally include U.S. government and agency obligations, mortgage- and asset-backed securities, corporate bonds, and U.S. dollar-denominated securities of foreign issuers. Generally, the Index Allocated Portion attempts to have a correlation between its performance and that of the Aggregate Bond Index of approximately 0.95 before expenses. A correlation of 1.00 would mean that the Index Allocated Portion and the Index were perfectly correlated.

 

The ETF Allocated Portion invests in ETFs (the “Underlying ETFs”) that meet the investment criteria of the Portfolio as a whole. The Underlying ETFs in which the ETF Allocated Portion currently may invest are described later in this Prospectus in the section entitled “Information Regarding the Underlying ETFs.” The Underlying ETFs in which the ETF Allocated Portion may invest may be changed from time to time without notice or shareholder approval. An investor in the Portfolio will bear both the expenses of the Portfolio as well as the indirect expenses associated with the Underlying ETFs held by the ETF Allocated Portion.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in fixed income securities; therefore, its performance may go up or down depending on general debt market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Fixed Income Risk

 

Asset-Backed Securities Risk

 

Credit Risk

 

Interest Rate Risk

 

Investment Grade Securities Risk

 

Junk Bonds or Lower Rated Securities Risk

 

Mortgage-Backed Securities Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Emerging Markets Risk

 

   

Index Fund Risk

 

   

Liquidity Risk

 

   

Multiple Adviser Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The inception date for this Portfolio is October 3, 2005. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to May 1, 2009 the Portfolio had different investment strategies and consisted entirely of an actively managed portfolio of equity securities managed by a single Adviser. Following the investment strategy change, the Portfolio’s assets are managed by three investment advisers using different investment strategies. If the Portfolio had historically been managed using its current strategies, the performance of the Portfolio may have been different. In addition, the Portfolio was advised by a different Adviser prior to May 1, 2009.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
6.79% (2007 3rd Quarter)      –0.82% (2006 1st Quarter)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
6.60% (2007 3rd Quarter)      –1.02% (2006 1st Quarter)

 

EQ Advisors Trust   About the investment portfolios   143


Fixed Income Portfolios (continued)

 

Average Annual Total Returns
       One Year    Since
Inception

EQ/Global Bond PLUS
Portfolio — Class IA Shares

           %            %

EQ/Global Bond PLUS
Portfolio — Class IB Shares

           %            %

Merrill Lynch Global Broad Market Index†,††

           %            %

Merrill Lynch Global Broad Market ex U.S. Index†

           %            %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, re-invest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
( expenses that are deducted from Portfolio assets)

EQ/Global Bond PLUS Portfolio

  Class IA Shares   Class IB Shares

Management Fee

         %          %

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses

         %          %
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
††   Effective May 1, 2009, the Portfolio changed its benchmark from the Merrill Lynch Global Broad Market ex U.S. Index to the Merrill Lynch Global Broad Market Index (“Global Broad Market Index”). The Portfolio changed its benchmark because the Manager believes that the Global Broad Market Index reflects more closely the securities and sectors in which the Portfolio invests.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions, your costs would be:

 

      

Class IA

Shares

  

Class IB

Shares

1 Year

   $                 $             

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

Evergreen Investment Management Company, LLC (“Evergreen”), 200 Berkeley Street, Boston, Massachusetts, 02116-5034, and First International Advisors, LLC , Bishopsgate, London, EC2N 3AB, dba “Evergreen International Advisors” (“Evergreen International”), are Advisers to the Portfolio. Evergreen and Evergreen International work together to manage the Portfolio. Evergreen International is an affiliate of Evergreen. Evergreen, including Evergreen International, offers a broad range of financial services to individuals and businesses throughout the United States. As of December 31, 2008, Evergreen, including, Evergreen International, managed over $         billion.

 

Anthony Norris and Peter Wilson have joint and primary responsibility for the day-to-day management of the Active Allocated Portion of the Portfolio. Mr. Norris is a Senior Vice President and senior portfolio manager at Evergreen and a Managing Director of Research, Chief Investment Officer and a senior portfolio manager at Evergreen International. He joined Evergreen International in 1990 and has been in the portfolio management field since 1967. Mr. Wilson is a Senior Vice President and senior portfolio manager at Evergreen and a Managing Director, Chief Operating Officer and a senior portfolio manager at Evergreen International. He joined Evergreen International in 1989 and has been in the portfolio management field since 1978.

 

BlackRock Investment Management, LLC (“BlackRock Investment”), P.O. Box 9011, Princeton, new Jersey 08543-9011, manages the Index Allocated Portion of the Portfolio. BlackRock Investment is a registered investment adviser and a commodity pool operator organized in 1999. As of December 31, 2008, BlackRock and its affiliates had approximately $         trillion in investment company and other portfolio assets under management.

 

The Index Allocated Portion of the Portfolio is managed by [names of portfolio managers to be provided]

 

AXA Equitable , through its Funds Management Group unit (“AXA FMG”), 1290 Avenue of the Americas, New York, New York 10104, manages the ETF Allocated Portion. As of December 31, 2008, AXA Equitable had approximately $         billion in assets under management.

 

144   About the investment portfolios   EQ Advisors Trust


 

A committee of AXA FMG investment personnel manages the ETF Allocated Portion. Kenneth Kozlowski serves as the lead portfolio manager of the committee with primary responsibility for day-to-day management of the ETF Allocated Portion. Xavier Poutas assists the lead portfolio manager with day-to-day management of the ETF Allocated Portion, but does not have joint and primary responsibility for management of the Portfolio.

 

Kenneth T. Kozlowski, CFP ® , CHFC, CLU has served as Vice President of AXA Equitable from February 2001 to present. He has had primary responsibility for the asset allocation, fund selection and rebalancing of AXA Equitable’s funds of funds since 2003 and for the ETF Allocated Portion since May 25, 2007. Prior to June 1, 2007, Mr. Kozlowski served as Chief Financial Officer and Treasurer of the Trust since December 2002.

 

Xavier Poutas, CFA ® joined AXA FMG in October 2004 as a Fund Administrator and was involved in the implementation of the asset allocation strategy for AXA Equitable’s funds of funds. From November 2003 to September 2004, he served as Audit Manager of AXA Internal Audit, and from September 2002 to October 2003, he was a senior auditor with AXA Internal Audit. Mr. Poutas assists in portfolio analysis and portfolio performance evaluation with respect to the Portfolio.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   145


Fixed Income Portfolios (continued)

 

EQ/Government Securities Portfolio

 

INVESTMENT OBJECTIVE: Seeks to maximize income and capital appreciation through investment in the highest credit quality debt obligations.

 

THE INVESTMENT STRATEGY

 

The Portfolio invests in bonds, notes and other obligations either issued or guaranteed by the U.S. Government, its agencies or instrumentalities. Under normal market conditions, at least 80% of the Portfolio’s net assets, plus borrowings for investment purposes, are invested in such securities. This may include obligations such as mortgage-backed securities that carry full agency or instrumentality guarantees.

 

Specific securities in the Portfolio can have expected maturities as short as one day or as long as 30 years or more, but the Portfolio as a whole is expected to have an average duration within a range of 20% above or below the duration of the Barclays Capital U.S. Intermediate Government Bond Index. Duration is a measure of the weighted average maturity of cash flows on the bonds held by the Portfolio and can be used by the Adviser as a measure of the sensitivity of the market value of the Portfolio to changes in interest rates. Generally, the longer the duration of the Portfolio, the more sensitive its market value will be to changes in interest rates.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in fixed income securities, therefore, its performance may go up or down depending on general debt market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Fixed Income Risk

 

Interest Rate Risk

 

Mortgage-Backed Securities Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance. This may be particularly true for this Portfolio because a different Adviser advised the Portfolio prior to October 1, 2006.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (MONY Government Securities Portfolio, a series of the MONY Series Fund, Inc.) advised using the same investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor to the MONY Government Securities Portfolio whose inception date is May 1, 1991, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on July 9, 2004) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
3.67% (2000 4th Quarter)      –1.18% (2004 2nd Quarter)

 

Calendar Year Annual Total Returns — Class IB*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
3.57% (2000 4th Quarter)      –1.24% (2004 2nd Quarter)

 

Average Annual Total Returns
       One Year    Five Years    Ten Years

EQ/Government Securities Portfolio — Class IA Shares

           %            %            %

EQ/Government Securities Portfolio — Class IB Shares*

   %    %    %

Barclays Capital U.S. Intermediate Government Bond Index†

   %    %    %
*   Class IB shares have not commenced operations. Performance information shown is the performance of the Class IA shares of the Portfolio adjusted to reflect the 12b-1 fees paid by Class IB Shares.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

146   About the investment portfolios   EQ Advisors Trust


 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

EQ/Government Securities Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.50%   0.50%

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses

         %          %

Less Fee Waiver/Expense Reimbursement*

         %          %

Net Annual Portfolio Operating Expenses

         %          %
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed 0.75% for Class IA and 1.00% for Class IB shares. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

BlackRock Financial Management, Inc. (“BlackRock Financial”), 40 East 52nd Street, New York, New York 10022. BlackRock Financial, together with its investment management affiliates, is one of the world’s largest asset management firms. As of December 31, 2008, BlackRock Financial and its affiliates had approximately $     trillion in assets under management.

 

The management of and investment decisions for the EQ/Government Securities Portfolio are jointly and primarily made by Scott Amero, Matthew Marra and Andrew J. Phillips .

 

Scott Amero is a Vice Chairman and BlackRock’s Global Chief Investment Officer for Fixed Income since December 2007. Mr. Amero also serves as co-head of the Fixed Income Portfolio Management Group for more than ten years. Prior thereto he was a Managing Director since 1990. He is a member of BlackRock’s Executive, Operating and Management committees and Chairman of its Fixed Income Investment Strategy Group. In this capacity, he coordinates BlackRock’s team of portfolio managers and credit analysts who specialize in fixed income securities.

 

Matthew Marra is a Managing Director of BlackRock since 2006, and is a member of Blackrock’s Fixed Income Portfolio Management Group. Mr. Marra’s primary responsibility is managing total return portfolios with a sector emphasis on Treasury and agency securities. Mr. Marra has been a member of BlackRock’s fixed income team since 1997.

 

Andrew J. Phillips is a Managing Director of BlackRock since 1999, and is co-head of U.S. Fixed Income within BlackRock’s Fixed Income Portfolio Management Group. He is responsible for the consistent implementation of investment strategies across all total return accounts. Mr. Phillips is also a member of the mortgage securities team. Mr. Phillips has been a member of BlackRock’s fixed income team since 1991.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   147


Fixed Income Portfolios (continued)

 

EQ/Intermediate Government Bond Index Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve a total return before expenses that approximates the total return performance of the Barclays Capital Intermediate Government Bond Index (“Government Bond Index”), including reinvestment of dividends, at a risk level consistent with that of the Government Bond Index.

 

THE INVESTMENT STRATEGY

 

The Portfolio generally invests at least 80% of its net assets, plus borrowings for investment purposes, in debt securities that are included in the Government Bond Index, or other financial instruments that derive their value from those securities. The Government Bond Index is an unmanaged index that measures the performance of securities consisting of all U.S. Treasury and agency securities with remaining maturities of from one to ten years and issue amounts of at least $100 million outstanding.

 

While complete replication of the Government Bond Index is not practicable, the Adviser will employ a stratified sample approach to build a portfolio whose broad characteristics match those of the Government Bond Index. Individual securities holdings may differ from the Government Bond Index, and the Portfolio may not track the performance of the Government Bond Index perfectly due to the expenses and the transaction costs, the size and frequency of cash flow into and out of the Portfolio, and differences between how and when the Portfolio and the Government Bond Index are valued. The Adviser may also purchase or sell futures contracts on fixed-income securities in lieu of investment directly in fixed-income securities themselves. The Adviser may also purchase or sell futures contracts on the Government Bond Index (or other fixed-income securities indices), if and when they become available.

 

The Portfolio may invest in other investment companies, including exchange-traded funds (“ETFs”) that invest in securities comprising the Government Bond Index. When the Portfolio invests in ETFs or other investment companies, the Portfolio bears a proportionate share of expenses charged by the investment company in which it invests. The Portfolio also may seek to increase income by lending portfolio securities with a value up to 33.33% of its net assets to broker-dealers.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in fixed income securities, therefore, its performance may go up or down depending on general debt market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Derivatives Risk

 

   

Exchange-Traded Fund Risk

 

   

Fixed Income Risk

 

Asset-Backed Securities Risk

 

Credit Risk

 

Interest Rate Risk

 

Investment Grade Securities Risk

 

Mortgage-Backed Securities Risk

 

Zero Coupon Risk

 

   

Index-Fund Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to January     , 2009, the Portfolio had a different investment strategy and consisted entirely of an actively managed portfolio of equity securities. If the Portfolio had historically been managed using its current strategy, the performance of the Portfolio may have been different.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (HRT/Alliance Intermediate Government Securities Portfolio) advised using the same investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor entity to the HRT/Alliance Intermediate Government Securities Portfolio whose inception date is April 1, 1991, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on October 18, 1999) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
4.90% (2001 3rd Quarter)      –2.43% (2004 2nd Quarter)

 

148   About the investment portfolios   EQ Advisors Trust


 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
4.83% (2001 3rd Quarter)      –2.35% (2004 2nd Quarter)

 

Average Annual Total Returns
       One Year    Five Years    Ten Years

EQ/Intermediate Government Bond Index
Portfolio — Class IA Shares

           %            %            %

EQ/Intermediate Government Bond Index
Portfolio — Class IB Shares

           %            %            %

Barclays Capital Intermediate Government Bond Index†

           %            %            %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

EQ/Intermediate Government Bond Index Portfolio

   Class IA Shares      Class IB Shares

Management Fee

          %             %

Distribution and/or Service Fees (12b-1 fees)

   None        0.25%†

Other Expenses

          %             %

Total Annual Portfolio Operating Expenses

          %             %
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year and that the Portfolio’s operating expenses remain the same. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

      

Class IA

Shares

  

Class IB

Shares

1 Year

   $             $         

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

SSgA Funds Management, Inc. (“SSgA FM”) is located at State Street Financial Center, One Lincoln Street, Boston, MA 02111 and manages the Portfolio. SSgA FM, is a wholly owned subsidiary of State Street Corporation. As of December 31, 2008, SSgA FM had over $       billion in assets under management. SSgA FM and other advisory affiliates of State Street Corporation make up State Street Global Advisors (“SSgA”), the investment management arm of State Street Corporation.

 

The Portfolio is managed by the SSgA Passive Fixed Income Team. Portfolio managers John Kirby and Elya Schwartzman will jointly and primarily have responsibility for the day-today management of the Bond Index Portfolio.

 

John Kirby is a Principal of SSgA FM and a Vice President of SSgA. Mr. Kirby is the head of the firm’s Fixed Income Index team and has managed the product since 1999 and portfolios within the group since 1997. In addition to portfolio management, Mr. Kirby’s responsibilities include risk management and product development. Elya Schwartzman is a Principal of SSgA FM and Vice President of SSgA. Elya Schwartzman is a member of the Fixed Income Index team. Previously, Mr. Schwartzman spent ten years as an analyst and portfolio manager in the Active Credit group, covering a broad group of industry sectors in both investment grade and speculative grade markets. He has been working in the Fixed Income field since 1996.

 

EQ Advisors Trust   About the investment portfolios   149


Fixed Income Portfolios (continued)

 

EQ/Long Term Bond Portfolio

 

INVESTMENT OBJECTIVE: Seeks to maximize income and capital appreciation through investment in long-maturity debt obligations.

 

THE INVESTMENT STRATEGY

 

The Portfolio invests in investment-grade fixed-income securities issued by a diverse mix of corporations, the U.S. Government and its agencies or instrumentalities, as well as mortgage-backed and asset-backed securities. Under normal circumstances, at least 80% of the Portfolio’s net assets, plus borrowings for investment purposes, are invested in such securities.

 

All securities in the Portfolio are rated investment-grade at the time of purchase. An investment-grade security carries a minimum rating of credit quality issued by an independent rating agency at the time of purchase. The Adviser may sell a security for a variety of reasons, including to invest in a company believed to offer superior investment opportunities.

 

Specific securities in the Portfolio can have expected maturities as short as one day, or as long as 30 years or more, but the Portfolio as a whole is expected to have an average maturity of longer than eight years and an effective duration between 8 and 15 years. Duration is a measure of the weighted average maturity of cash flows on the bonds held by the Portfolio and can be used by the Adviser as a measure of the sensitivity of the market value of the Portfolio to changes in interest rates. Generally, the longer the duration of the Portfolio, the more sensitive its market value will be to changes in interest rates.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in fixed income securities, therefore, its performance may go up or down depending on general debt market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Fixed Income Risk

 

Asset-Backed Securities Risk

 

Credit Risk

 

Interest Rate Risk

 

Investment Grade Securities Risk

 

Mortgage-Backed Securities Risk

 

   

Liquidity Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance. This may be particularly true for this Portfolio because a different Adviser advised the Portfolio prior to October 1, 2006.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (MONY Long Term Bond Portfolio, a series of The MONY Series Fund, Inc.) advised using the same investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor to the MONY Long Term Bond Portfolio whose inception date is March 20, 1985, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on July 9, 2004) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
9.40% (2002 3rd Quarter)      –4.72% (2004 2nd Quarter)

 

Calendar Year Annual Total Returns — Class IB*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
9.30% (2002 3rd Quarter)      –4.78% (2004 2nd Quarter)

 

150   About the investment portfolios   EQ Advisors Trust


 

Average Annual Total Returns
       One Year    Five Years    Ten Years

EQ/Long Term Bond Portfolio — Class IA Shares

   %    %    %

EQ/Long Term Bond Portfolio — Class IB Shares*

   %    %    %

Barclays Capital Long Government/Credit Bond Index†

   %    %    %
*   For periods prior to the date the Class IB shares commenced operations (April 29, 2005), performance information shown is that of the Class IA Shares adjusted to reflect the 12b-1 fees paid by Class IB Shares.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)
   

EQ/Long Term Bond Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.40%   0.40%

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses

         %          %
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions, your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $      $  

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

BlackRock Financial Management, Inc. (“BlackRock Financial”), 40 East 52nd Street, New York, New York 10022. BlackRock Financial, together with its investment management affiliates, is one of the world’s largest asset management firms. As of December 31, 2008, BlackRock Financial and its affiliates had approximately $     trillion in assets under management.

 

The management of and investment decisions for the EQ/Long Term Bond Portfolio are made by Stuart Spodek, Matthew Marra and

Andrew J. Phillips , who are jointly and primarily responsible for the day-to-day management of the Portfolio.

 

Stuart Spodek, Managing Director since 2002 and co-head of US Fixed Income within BlackRock’s Fixed Income Portfolio Management Group. He is responsible for managing fixed income portfolios, with a sector emphasis on global government bonds, derivative instruments, and implementing yield curve strategy across global portfolios. Mr. Spodek joined BlackRock in 1993 as an analyst in BlackRock’s Portfolio Management Group and became a portfolio manager in 1995.

 

Matthew Marra is a Managing Director of BlackRock since 2006, and is a member of Blackrock’s Fixed Income Portfolio Management Group. Mr. Marra’s primary responsibility is managing total return portfolios with a sector emphasis on Treasury and agency securities. Mr. Marra has been a member of BlackRock’s fixed income team since 1997.

 

Andrew J. Phillips is a Managing Director of BlackRock since 1999, and is co-head of U.S. Fixed Income within BlackRock’s Fixed Income Portfolio Management Group. He is responsible for the consistent implementation of investment strategies across all total return accounts. Mr. Phillips is also a member of the mortgage securities team. Mr. Phillips has been a member of BlackRock’s fixed income team since 1991.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   151


Fixed Income Portfolios (continued)

 

EQ/Money Market Portfolio

 

INVESTMENT OBJECTIVE: Seeks to obtain a high level of current income, preserve its assets and maintain liquidity.

 

THE INVESTMENT STRATEGY

 

The Portfolio invests primarily in a diversified portfolio of high-quality U.S. dollar-denominated money market instruments. The Portfolio will maintain a dollar-weighted average portfolio maturity of 90 days or less.

 

The instruments in which the Portfolio invests include:

 

 

marketable obligations of, or guaranteed as to the timely payment of principal and interest by, the U.S. Government, its agencies or instrumentalities;

 

 

certificates of deposit, bankers’ acceptances, bank notes, time deposits and interest bearing savings deposits issued or guaranteed by:

 

(a) domestic banks (including their foreign branches) or savings and loan associations having total assets of more than $1 billion and which are FDIC members in the case of banks, or insured by the FDIC, in the case of savings and loan associations; or

 

(b) foreign banks (either by their foreign or U.S. branches) having total assets of at least $5 billion and having an issue of either (i) commercial paper rated at least A-1 by Standard & Poor’s (“S&P”) or Prime-1 by Moody’s Investor Services, Inc. (“Moody’s”) or (ii) long term debt rated at least AA by S&P or Aa by Moody’s;

 

 

commercial paper (rated at least A-1 by S&P or Prime-1 by Moody’s or, if not rated, issued by domestic or foreign companies having outstanding debt securities rated at least AA by S&P or Aa by Moody’s) and participation interests in loans extended by banks to such companies;

 

 

mortgage-backed and asset-backed securities that have remaining maturities of less than one year;

 

 

corporate debt obligations with remaining maturities of less than one year, rated at least AA by S&P or Aa by Moody’s, as well as corporate debt obligations rated at least A by S&P or Moody’s, provided the corporation also has outstanding an issue of commercial paper rated at least A-1 by S&P or Prime-1 by Moody’s;

 

 

floating rate or master demand notes; and

 

 

repurchase agreements covering securities in which the Portfolio may invest.

 

If the Adviser believes a security held by the Portfolio is no longer deemed to present minimal credit risk, the Portfolio will dispose of the security as soon as practicable unless the Board of Trustees determines that such action would not be in the best interest of the Portfolio.

 

Purchases of securities that are unrated must be ratified by the Board of Trustees. Because the market value of debt obligations fluctuates as an inverse function of changing interest rates, the Portfolio seeks to minimize the effect of such fluctuations by investing only in instruments with a remaining maturity of 397 calendar days or less at the time of investment. Time deposits with maturities greater than seven days are considered to be illiquid securities.

 

The Portfolio may make use of various other investment strategies, including investing up to 20% of its total assets in U.S. dollar-denominated money market instruments of foreign branches of foreign banks. Normally, the Portfolio invests at least 25% of its net assets in bank obligations.

 

AXA Equitable may, in its sole discretion, maintain a temporary defensive position with respect to the Portfolio. Although not required to do so, as a temporary defensive measure, AXA Equitable may take measures (including waiving its fees owed by the Portfolio) designed to maintain the Portfolio’s daily yield, exclusive of any insurance and Contract-related fees and expenses, at 0.25% or higher for Class IA shares and 0.00% or higher for Class IB shares for the benefit of the Portfolio’s current shareholders.

 

The Portfolio is participating in the U.S. Department of the Treasury’s Temporary Guarantee Program (“Program”) for Money Market Funds. Subject to certain conditions and limitations, in the event that the per share value of the Portfolio falls below $0.995 and the Portfolio liquidates, the Program will provide coverage only to shareholders of the Portfolio as of September 19, 2008, for up to $1.00 per share for the lesser of either the number of shares the investor held in the Portfolio at the close of business on September 19, 2008 or the number of shares the investor held the date the per share value fell below $0.995.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Although the Portfolio seeks to preserve the value of your investment at $1.00 per share, it is possible to lose money by investing in the Portfolio.

 

Performance may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Banking Industry Sector Risk

 

   

Fixed Income Risk

 

Asset-Backed Securities Risk

 

Credit Risk

 

Interest Rate Risk

 

Mortgage-Backed Securities Risk

 

   

Foreign Securities Risk

 

   

Money Market Risk

 

152   About the investment portfolios   EQ Advisors Trust


 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns on three-month U.S. Treasury bills. Past performance is not an indication of future performance. This may be particularly true for this Portfolio because a different Adviser managed the Portfolio prior to June 10, 2005.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (HRT/Alliance Money Market Portfolio) advised using the same investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor entity to the HRT/Alliance Money Market Portfolio whose inception date is July 13, 1981, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on October 18, 1999) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
1.62% (2000 4th Quarter)      0.10% (2004 1st Quarter)
The Portfolio’s 7-day yield for the quarter ended December 31, 2008 was         % and the effective yield was         %.

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
1.52% (2000 3rd Quarter)      0.08% (2003 4th Quarter)
The Portfolio’s 7-day yield for the quarter ended December 31, 2008 was         % and the effective yield was         %.

 

Average Annual Total Returns
       One Year    Five Years    Ten Years

EQ/Money Market Portfolio — Class IA Shares

           %            %            %

EQ/Money Market Portfolio — Class IB Shares

           %            %            %

3-Month Treasury Bill†

           %            %            %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

   

EQ/Money Market Portfolio

  Class IA Shares   Class IB Shares

Management Fee

        %         %

Distribution and/or Service Fees (12b-1 fees)

  None          %†

Other Expenses

        %         %

Total Annual Portfolio Operating Expenses

        %         %
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

EQ Advisors Trust   About the investment portfolios   153


Fixed Income Portfolios (continued)

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year and that the Portfolio’s operating expenses remain the same. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

The Dreyfus Corporation (“Dreyfus”), 200 Park Avenue, New York, New York 10106, is the Adviser to the Portfolio. Dreyfus was founded in 1951 and currently manages approximately 200 mutual fund portfolios. As of December 31, 2008, Dreyfus had approximately $354 billion in assets under management.

 

154   About the investment portfolios   EQ Advisors Trust


 

EQ/PIMCO Ultra Short Bond Portfolio

 

INVESTMENT OBJECTIVE: Seeks to generate a return in excess of traditional money market products while maintaining an emphasis on preservation of capital and liquidity.

 

THE INVESTMENT STRATEGY

 

The Portfolio invests at least 80% of its net assets in a diversified portfolio of investment grade fixed income securities of varying maturities issued by U.S. and non U.S. governments, their agencies or instrumentalities and corporations. The average Portfolio duration is expected to be less than one year. Although the Portfolio invests primarily in investment grade securities, it may invest up to 10% of its total assets in high yield securities, also known as “junk bonds”. For purposes of this Portfolio, junk bonds are rated B or higher by Moody’s Investor Services, Inc., Standard & Poor’s Corporation or Fitch, Inc. or, if unrated, determined by the Adviser to be of comparable quality.

 

The Portfolio may also invest up to 30% of its total assets in securities denominated in foreign currencies and may invest beyond this limit in U.S. dollar denominated securities of foreign issuers. The Portfolio also may invest in securities of issuers located in emerging markets. Foreign currency exposure (from non-U.S. dollar-denominated securities or currencies) normally will be limited to 5% of the Portfolio’s total assets. The Portfolio may engage in active and frequent trading of portfolio securities to achieve its investment objective.

 

The Portfolio may invest all of its assets in derivative instruments, such as options, futures contracts or swap agreements, or in mortgage or asset-backed securities. The Portfolio, may without limitation, seek to obtain market exposure to the securities in which it primarily invests by entering into a series of purchase and sale contracts or by using other investment techniques (such as buy backs or dollar rolls). The Portfolio may invest up to 10% of its assets in preferred stocks. The Adviser may sell a security for a variety of reasons, including to invest in a company believed to offer superior investment opportunities.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in fixed income securities, therefore, its performance may go up or down depending on general debt market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Derivatives Risk

 

Futures and Options Risk

 

   

Equity Risk

 

   

Fixed Income Risk

 

Asset-Backed Securities Risk

 

Credit Risk

 

Interest Rate Risk

 

Investment Grade Securities Risk

 

Junk Bonds or Lower Rated Securities Risk

 

Mortgage-Backed Securities Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Emerging Markets Risk

 

   

Leveraging Risk

 

   

Liquidity Risk

 

   

Loan Participation and Assignments Risk

 

   

Portfolio Turnover Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one year, five years and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance. This may be particularly true for this Portfolio because the Portfolio was advised using a different investment objective and investment strategy prior to May 1, 2009.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (Enterprise Total Return Portfolio, a series of Enterprise Accumulation Trust) managed by the Adviser using an investment objective and strategy, which differ from those used by the Portfolio. For these purposes, the Portfolio is considered to be the successor to the Enterprise Total Return Portfolio whose inception date is January 24, 2002, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on July 9, 2004) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

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Fixed Income Portfolios (continued)

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
5.98% (2007 4th Quarter)      –2.36% (2004 2nd Quarter)
*   For periods prior to the date Class IA shares commenced operations (March 30, 2007), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
5.91% (2007 4th Quarter)      –2.36% (2004 2nd Quarter)

 

Average Annual Total Returns               
       One Year    Five Years    Since
Inception

EQ/PIMCO Ultra Short Bond Portfolio — Class IA Shares**

           %            %            %

EQ/PIMCO Ultra Short Bond Portfolio — Class IB Shares

           %            %            %

3-Month Libor Index†,††

           %            %            %

Barclays Capital U.S. TIPS Index†

           %            %            %
**   Class IA shares have not commenced operations. Performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”
††   Effective May 1, 2009, the Portfolio changed its benchmark from the Barclays Capital U.S. TIPS Index to the 3-Month Libor Index. The Portfolio changed its benchmark because the Manager believes that the 3-Month Treasury Bill reflects more closely the securities and sectors in which the Portfolio invests.

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

EQ/PIMCO Ultra Short Bond Portfolio

  Class IA Shares   Class IB Shares

Management Fee

         %          %

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

         %          %

Total Annual Portfolio Operating Expenses

         %          %

Less Fee Waiver/Expense Reimbursement*

         %          %

Net Annual Portfolio Operating Expenses

         %          %
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Pursuant to a contract, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (“Expense Limitation Agreement”) so that the Annual Portfolio Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, fees and expenses of other investment companies in which the Portfolio invests and extraordinary expenses) do not exceed the amount shown above under Net Annual Portfolio Operating Expenses. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example

 

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is not an estimate or guarantee of future investment performance. Based on these assumptions, your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

Pacific Investment Management Company, LLC (“PIMCO”), 840 Newport Center Drive, Newport Beach, California 92660, is the Adviser to the Portfolio. PIMCO has provided investment counseling since 1971. As of December 31, 2008, assets under management were $747 billion.

 

Mihir Worah, Executive Vice President, is responsible for the day-to-day management of the Portfolio. Mr. Worah is also a portfolio manager and member of the government and derivatives desk. He joined PIMCO in 2001 as a member of the analytics team and has been a Portfolio Manager since 2005.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   157


Fixed Income Portfolios (continued)

 

EQ/Quality Bond PLUS Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve high current income consistent with moderate risk to capital.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in debt securities. The Portfolio invests primarily in securities that are rated investment grade at the time of purchase ( i.e., at least Baa by Moody’s Investor Services, Inc. (“Moody’s) or BBB by Standard & Poor’s (“S&P”) or Fitch, Inc. (“Fitch”)), or unrated, fixed income securities that the Adviser determines to be of comparable quality. The Portfolio also seeks to maintain an average aggregate quality rating of its portfolio securities of at least A (Moody’s and S&P or Fitch). In the event that the credit rating of a security held by the Portfolio falls below investment grade (or, in the case of unrated securities, the Adviser determines that the quality of such security has deteriorated below investment grade), the Portfolio will not be obligated to dispose of such security and may continue to hold the obligation if the Adviser believes such an investment is appropriate under the circumstances.

 

The Portfolio’s assets normally are allocated among three investment managers, each of which will manage its portion of the Portfolio using a different but complementary investment strategy. One portion of the Portfolio is actively managed by an Adviser (“Active Allocated Portion”); one portion of the Portfolio tracks the performance of a particular index (“Index Allocated Portion”); and one portion of the Portfolio invests in exchange-traded funds (“ETFs”) (“ETF Allocated Portion”). Under normal circumstances, the Active Allocated Portion consists of approximately 30% of the Portfolio’s net assets, the Index Allocated Portion consists of approximately 60% of the Portfolio’s net assets and the ETF Allocated Portion consists of approximately 10% of the Portfolio’s net assets.

 

Each of the above percentages is an asset allocation target established by AXA Equitable to achieve the Portfolio’s investment objective and may be changed without shareholder approval. Actual allocations among the distinct portions of the Portfolio may deviate from the amounts shown above by up to 15% of the Portfolio’s net assets. The asset allocation range for each portion of the Portfolio is as follows: 15% - 45% in the Active Allocated Portion; 45% - 75% in the Index Allocated Portion; and 0% - 25% in the ETF Allocated Portion. Each portion of the Portfolio also may deviate temporarily from its asset allocation target for defensive purposes or as a result of appreciation or depreciation of its holdings. AXA Equitable rebalances each portion of the Portfolio as it deems appropriate. To the extent that the Portfolio takes a temporary defensive position, it may not be pursuing its investment goal.

 

The Active Allocated Portion of the Portfolio plans to vary the proportions of its holdings of long- and short-term fixed income securities (including debt securities, convertible debt securities and U.S. Govern ment obligations) and preferred stocks in order to reflect the Adviser’s assessment of prospective cyclical changes even if such action may adversely affect current income. The Adviser may sell a security for a variety of reasons, including to invest in a company believed to offer superior investment opportunities. The Active Allocated Portion of the Portfolio may invest in USD and Non-USD denominated foreign securities, including those of both developed and developing countries. Developing countries are defined as middle and low-income economies as classified by the World Bank. The Active Allocated Portion of the Portfolio may also make use of various other investment strategies, including zero coupon and pay-in-kind securities, collateralized mortgage obligations, asset-backed securities, securities lending, the purchase or sale of securities on a when-issued, delayed delivery or forward commitment basis and repurchase agreements. The Active Allocated Portion of the Portfolio may also, to a limited extent, use derivatives, including purchasing put and call options and writing covered put and call options on securities it may purchase.

 

The Index Allocated Portion of the Portfolio seeks to track the performance of the Barclays Capital U.S. Aggregate Bond Index (“Aggregate Bond Index”) with minimal tracking error. The Aggregate Bond Index covers the dollar denominated investment-grade, fixed-rate, taxable bond market, including Treasuries, government-related and corporate securities, MBS passthrough securities (including hybrid ARMs as of April 1, 2007), asset-backed securities, and commercial mortgage-based securities. To qualify for inclusion in the Aggregate Bond Index, a bond must have at least one year remaining to final maturity, must be rated investment-grade (Baa3/BBB- or higher) by at least two of the following ratings agencies: Moody’s, S&P, Fitch. If only two of the three agencies rates a security, the rating must be investment grade. The bond also must be dollar-denominated and non-convertible.

 

The Adviser selects the Index Allocated Portion’s investments by a “sampling” strategy. Specifically, the Adviser invests in a representative sample of securities from each broad segment of the Aggregate Bond Index, such as government bonds, mortgages, and corporate issues that represent key index characteristics. In particular, the Adviser will focus on such characteristics as interest rate sensitivity, credit quality, and sector diversification, although other characteristics also are reflected. The Index Allocated Portion’s holdings will normally include U.S. government and agency obligations, mortgage- and asset-backed securities, corporate bonds, and U.S. dollar-denominated securities of foreign issuers. Generally, the Index Allocated Portion attempts to have a correlation between its performance and that of the Aggregate Bond Index of approximately 0.95 before expenses. A correlation of 1.00 would mean that the Index Allocated Portion and the Index were perfectly correlated.

 

The ETF Allocated Portion invests in ETFs (the “Underlying ETFs”) that meet the investment criteria of the Portfolio as a whole. The Underlying ETFs in which the ETF Allocated Portion may invest may be changed from time to time without notice or shareholder approval. An investor in

 

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the Portfolio will bear both the expenses of the Portfolio as well as the indirect expenses associated with the Underlying ETFs held by the ETF Allocated Portion.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in fixed income securities, therefore, its performance may go up or down depending on general debt market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.” In addition, more information about investing in ETFs and the related risks is included in the section entitled “More Information on Investing in ETFs.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

   

ETF Risk

 

   

Fixed Income Risk

 

Asset-Backed Securities Risk

 

Credit Risk

 

Interest Rate Risk

 

Investment Grade Securities Risk

 

Mortgage-Backed Securities Risk

 

Zero Coupon and Pay-in Kind Securities Risk

 

   

Foreign Securities Risk

 

Currency Risk

 

Emerging Markets Risk

 

   

Index-Fund Risk

 

   

Liquidity Risk

 

   

Multiple Adviser Risk

 

   

Portfolio Turnover Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because prior to December 1, 2008 the Portfolio had different investment strategies and consisted entirely of an actively managed portfolio of equity securities managed by a single Adviser. Following the investment strategy change, the Portfolio’s assets are managed by three investment advisers using different investment strategies. If the Portfolio had historically been managed using its current strategies, the performance of the Portfolio may have been different. In addition, the Portfolio was advised by a different Adviser prior to December 1, 2008.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (HRT/Alliance Quality Bond Portfolio) advised by the Adviser using the same investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor entity to the HRT/Alliance Quality Bond Portfolio whose inception date is October 1, 1993, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on October 18, 1999) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
4.57% (2001 3rd Quarter)      –2.37% (2004 2nd Quarter)

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
4.49% (2001 3rd Quarter)      –2.39% (2004 2nd Quarter)

 

EQ Advisors Trust   About the investment portfolios   159


Fixed Income Portfolios (continued)

 

Average Annual Total Returns
       One Year      Five Years      Ten Years

EQ/Quality Bond PLUS Portfolio — Class IA Shares

           %              %              %

EQ/Quality Bond PLUS Portfolio — Class IB Shares

           %              %              %

Barclays Capital U.S. Aggregate Bond Index†

           %              %              %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expense s
(expenses that are deducted from Portfolio assets)

EQ/Quality Bond PLUS Portfolio

   Class IA Shares      Class IB Shares

Management Fee

           %             %

Distribution and/or Service Fees (12b-1 fees)

   None        0.25%†

Other Expenses*

           %             %

Total Annual Portfolio Operating Expenses

           %             %
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   Other expenses have been restated to reflect current fees and expenses.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year and that the Portfolio’s operating expenses remain the same. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

AXA Equitable , through its Funds Management Group unit (“AXA FMG”), 1290 Avenue of the Americas, New York, New York 10104, manages the ETF Allocated Portion. As of December 31, 2008, AXA Equitable had approximately $         billion in assets under management.

 

A committee of AXA FMG investment personnel manages the ETF Allocated Portion. Kenneth Kozlowski serves as the lead portfolio manager of the committee with primary responsibility for day-to-day management of the ETF Allocated Portion. Xavier Poutas assists the lead portfolio manager with day-to-day management of the ETF Allocated Portion, but does not have joint and primary responsibility for management of the Portfolio.

 

Kenneth T. Kozlowski, CFP ® , CHFC, CLU has served as Vice President of AXA Equitable from February 2001 to present. He has had primary responsibility for the asset allocation, fund selection and rebalancing of AXA Equitable’s funds of funds since 2003 and for the ETF Allocated Portion since May 25, 2007. Prior to June 1, 2007, Mr. Kozlowski served as Chief Financial Officer and Treasurer of the Trust since December 2002.

 

Xavier Poutas, CFA ® joined AXA FMG in October 2004 as a Fund Administrator and assisted in the implementation of the asset allocation strategy for AXA Equitable’s funds of funds. From November 2003 to September 2004, he served as Audit Manager of AXA Internal Audit, and from September 2002 to October 2003, he was a senior auditor with AXA Internal Audit. Mr. Poutas is responsible for assisting in portfolio analysis and portfolio performance evaluation with respect to the Portfolio.

 

AllianceBernstein L.P. (“AllianceBernstein”), 1345 Avenue of the Americas, New York, New York 10105 managers the Active Allocated Portion of the Portfolio. AllianceBernstein has been an Adviser to the Portfolio and its predecessor registered investment company since the predecessor commenced operations. AllianceBernstein manages investments for investment companies, endowment funds, insurance companies, foreign entities, qualified and non-tax qualified corporate funds, public and private pension and profit-sharing plans, foundations and tax-exempt organizations. As of December 31, 2008, AllianceBernstein had approximately $     billion in assets under management.

 

The management of and investment decisions for the Active Allocated Portion of the Portfolio are made by the U.S.: Core Fixed Income Team, comprised of senior Core Fixed Asset Team members. The Core Fixed

 

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Asset Team relies heavily on the fundamental analysis and research of AllianceBernstein’s large internal research staff. While all members of the team work jointly to determine the majority of the investment strategy, including security selection for the firm’s U.S.: Core Fixed Income accounts, Greg Wilensky, Senior Vice President and Portfolio Manager — US Core and Absolute Return Team at AllianceBernstein, is primarily responsible for the day-to-day management of, and has oversight and trading responsibilities for, the Active Allocated Portion of the Portfolio. Mr. Wilensky is a member of the US Core and Absolute Return Team and also manages US Inflation Linked Securities Portfolios. Mr. Wilensky has been responsible for the firm’s stable value business since 1998. He joined AllianceBernstein in 1996 as a Vice President in Portfolio Management and has had portfolio management responsibilities with AllianceBernstein for the past eleven years.

 

SSgA Funds Management, Inc. (“SSgA FM”) is located at State Street Financial Center, One Lincoln Street, Boston, MA 02111 and manages the Index Allocated Portion of the Portfolio. SSgA FM, is a wholly owned subsidiary of State Street Corporation. As of December 31, 2008, SSgA FM had over $     billion in assets under management. SSgA FM and other advisory affiliates of State Street Corporation make up State Street Global Advisors (“SSgA”), the investment management arm of State Street Corporation.

 

The Index Allocated Portion of the Portfolio is managed by the SSgA Passive Fixed Income Team. Portfolio managers John Kirby and Mike Brunell are jointly and primarily responsible for the day-today management of the Portfolio.

 

John Kirby is a Principal of SSgA FM and a Vice President of SSgA. Mr. Kirby is the head of the firm’s Fixed Income Index team and has managed the product since 1999 and portfolios within the group since 1997. In addition to portfolio management, Mr. Kirby’s responsibilities include risk management and product development.

 

Mike Brunell is a Principal of SSgA FM and SSgA. Mr. Brunell has been a member of the Fixed Income Index team since 2004. In his current role as part of the Beta solutions group, Mr. Brunell is responsible for developing and managing funds against a variety of conventional and custom bond index strategies, including fixed income exchange traded funds, which were established in 2007. Prior to joining the investment group, Mr. Brunell was responsible for managing the US Bond Operations team, which he had been a member of since 1997.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

EQ Advisors Trust   About the investment portfolios   161


Fixed Income Portfolios (continued)

 

EQ/Short Duration Bond Portfolio

 

INVESTMENT OBJECTIVE: Seeks to achieve current income with reduced volatility of principal.

 

THE INVESTMENT STRATEGY

 

Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in bonds and other debt securities. These securities include U.S. Government bonds and notes, corporate bonds, municipal bonds, convertible securities, preferred stocks, asset-backed securities and mortgage related securities.

 

The Portfolio intends to invest only in investment grade fixed income securities and seeks to maintain a minimum average credit quality rating of “A” by Moody’s Investor Services, Inc. or Standard & Poor’s Corporation in its portfolio. The Portfolio focuses primarily on U.S. securities but may invest up to 20% of its total assets in U.S. dollar denominated fixed income securities of foreign issuers.

 

The Portfolio seeks to maintain a high level of share price stability by keeping the average duration of the overall portfolio between one year and three years. The Portfolio may invest in securities with effective or final maturities of any length at the time of purchase. It is anticipated that the average effective maturity of the Portfolio will range from one to four years. The Portfolio may adjust its holdings based on actual or anticipated changes in interest rates or credit quality. The Portfolio may also engage in risk management techniques, including, to a limited extent, futures contracts, swap agreements and other derivatives, in seeking to increase share price stability, increase income and otherwise manage the Portfolio’s exposure to investment risks.

 

In choosing investments, the Adviser searches for the best values on securities that meet the Portfolio’s credit and maturity requirements. The Adviser may sell a security for a variety of reasons, such as to invest in a company offering superior investment opportunities.

 

Duration is a measure of the weighted average maturity of cash flows on the bonds held by the Portfolio and can be used by the Adviser as a measure of the sensitivity of the market value of the Portfolio to changes in interest rates. Generally, the longer the duration of the Portfolio, the more sensitive its market value will be to changes in interest rates.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests in fixed income securities, therefore, its performance may go up or down depending on general debt market conditions. Performance also may be affected by one or more of the following risks, which are described in detail in the section “More Information on Risks and Benchmarks.”

 

   

Convertible Securities Risk

 

   

Derivatives Risk

 

   

Fixed Income Risk

 

Asset-Backed Securities Risk

 

Credit Risk

 

Interest Rate Risk

 

Investment Grade Securities Risk

 

Mortgage-Backed Securities Risk

 

   

Foreign Securities Risk

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the calendar years indicated and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one year, five years and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance. This may be particularly true for this Portfolio because a different Adviser managed the Portfolio prior to October 1, 2006.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (Enterprise Short Duration Portfolio, a series of Enterprise Accumulation Trust) advised using the same investment objective and strategy as the Portfolio. For these purposes, the Portfolio is considered to be the successor to the Enterprise Short Duration Portfolio whose inception date is May 1, 2003, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on July 9, 2004) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Returns — Class IA*

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
1.99% (2006 3rd Quarter)      –0.79% (2004 2nd Quarter)
*   For periods prior to the date the Class IA shares commenced operations (June 9, 2005), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.

 

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Calendar Year Annual Total Returns — Class IB

 

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Best quarter (% and time period)      Worst quarter (% and time period)
1.89% (2006 3rd Quarter)      –0.79% (2004 2nd Quarter)

 

Average Annual Total Returns
       One Year    Five Years    Since
Inception

EQ/Short Duration Bond Portfolio — Class IA Shares**

           %            %            %

EQ/Short Duration Bond Portfolio — Class IB Shares

           %            %            %

Barclays Capital 1-3 year Government Credit Index†

           %            %            %
**   For periods prior to the date the Class IA shares commenced operations (June 9, 2005), performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, reinvest dividends or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses
(expenses that are deducted from Portfolio assets)

EQ/Short Duration Bond Portfolio

  Class IA Shares   Class IB Shares

Management Fee

          %          %

Distribution and/or Service Fees (12b-1 fees)

  None     0.25%†

Other Expenses

          %          %

Total Annual Portfolio Operating Expenses

          %          %
  The maximum annual distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions, your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $             $         

5 Years

   $             $         

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

BlackRock Financial Management, Inc. (“BlackRock Financial”), 40 East 52nd Street, New York, New York 10022. BlackRock Financial, together with its investment management affiliates, is one of the world’s largest asset management firms. As of December 31, 2008, BlackRock Financial and its affiliates had approximately $     trillion in assets under management.

 

The management of and investment decisions for the EQ/Short Duration Bond Portfolio are made by Scott Amero, Curtis Arledge, Thomas Musmanno and Stuart Spodek , who are jointly and primarily responsible for the day-to-day management of the Portfolio.

 

Scott Amero is a Vice Chairman and BlackRock’s Global Chief Investment Officer for Fixed Income since December 2007. Mr. Amero also serves as and co-head of the Fixed Income Portfolio Management Group for more than ten years. Prior thereto he was a Managing Director since 1990. He is a member of BlackRock’s Executive, Operating and Management committees and Chairman of its Fixed Income Investment Strategy Group. In this capacity, he coordinates BlackRock’s team of portfolio managers and credit analysts who specialize in fixed income securities.

 

Curtis Arledge , Managing Director of BlackRock and co-head of its U.S. Fixed Income Portfolio Management Team since July 1, 2008. Prior to joining BlackRock, Mr. Arledge was a Managing Director and head of the Fixed Income Division at Wachovia Corp. for the past twelve years.

 

Thomas Musmanno, CFA a Director BlackRock since 2006. He co-manages the short duration and LIBOR Plus Portfolios. Mr. Musmanno was a Director of Merrill Lynch Investment Management (“MLIM”) from 2004 to 2006, and a portfolio manager with MLIM from 1996-2006.

 

Stuart Spodek, Managing Director since 2002 and co-head of US Fixed Income within BlackRock’s Fixed Income Portfolio Management

 

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Fixed Income Portfolios (continued)

 

Group. He is responsible for managing fixed income portfolios, with a sector emphasis on global government bonds, derivative instruments, and implementing yield curve strategy across global portfolios. Mr. Spodek joined BlackRock in 1993 as an analyst in BlackRock’s Portfolio Management Group and became a portfolio manager in 1995.

 

The Statement of Additional Information provides additional information about the Adviser, the Portfolio Manager(s)’ compensation, other accounts managed by the Portfolio Manager(s) and the Portfolio Manager(s)’ ownership of shares of the Portfolio to the extent applicable.

 

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2. More information on risks and benchmarks

 

 

 

Risks

 

Risk is the chance that you will lose money on your investment or that it will not earn as much as you expect. In general, the greater the risk, the more money your investment can earn for you and the more you can lose. Like other investment companies, the value of each Portfolio’s shares may be affected by the Portfolio’s investment objective(s), principal investment strategies and particular risk factors. Consequently, each Portfolio may be subject to different risks. Some of the risks, including principal risks, of investing in the Portfolios are discussed below. However, other factors may also affect each Portfolio’s investment results.

 

There is no guarantee that a Portfolio will achieve its investment objective(s) or that it will not lose value.

 

General Investment Risks: Each Portfolio is subject to the following risks:

 

Adviser Selection Risk: The risk that AXA Equitable’s process for selecting or replacing an Adviser and its decision to select or replace an Adviser does not produce the intended results.

 

Asset Class Risk: There is the risk that the returns from the types of securities in which a Portfolio or portion thereof invests will underperform the general securities markets or different asset classes. Different types of securities and asset classes tend to go through cycles of outperformance and underperformance in comparison to the general securities markets.

 

Market Risk: The risk that the securities markets will move down, sometimes rapidly and unpredictably based on overall economic conditions and other factors.

 

Portfolio Management Risk: The risk that strategies used by the Manager or the Advisers and their securities selections fail to produce the intended results.

 

Securities Lending Risk: For purposes of realizing additional income, each Portfolio or portion thereof may lend securities to broker-dealers approved by the Board of Trustees. Generally, any such loan of portfolio securities will be continuously secured by collateral at least equal to the value of the security loaned. Such collateral will be in the form of cash, marketable securities issued or guaranteed by the U.S. Government or its agencies, or a standby letter of credit issued by qualified banks. The risks in lending portfolio securities consist of possible delay in receiving additional collateral or in the recovery of the securities, possible loss of rights in the collateral should the borrower fail financially or a decline in the value of the collateral held by a Portfolio or portion thereof. Loans will only be made to firms deemed by the Manager to be of good standing and will not be made unless, in the judgment of the Adviser or Manager, as applicable, the consideration to be earned from such loans would justify the risk.

 

Security Risk: The risk that the value of a security may move up and down, sometimes rapidly and unpredictably based upon a change in a company’s financial condition as well as overall market and economic conditions.

 

Security Selection Risk: The Manager or the Adviser(s) for each Portfolio or portion thereof, as applicable, selects particular securities in seeking to achieve the Portfolio’s objective within its overall strategy. The securities selected for the Portfolio or portion thereof may not perform as well as other securities that were not selected for the Portfolio or portion thereof. As a result the Portfolio or portion thereof may underperform other funds with the same objective or in the same asset class.

 

As indicated in “About the Investment Portfolios – The Principal Risks,” a particular Portfolio may be subject to the following as principal risks. In addition, to the extent a Portfolio invests in a particular type of investment, it will be subject to the risks of such investment as described below:

 

Banking Industry Sector Risk. To the extent a Portfolio invests in the banking industry, it is exposed to the risks generally associated with such industry, including interest rate risk, credit risk and the risk that regulatory developments relating to the banking industry may affect its investment.

 

Convertible Securities Risk: Convertible securities may include both convertible debt and convertible preferred stock. Such securities may be converted into shares of the underlying common stock at either a stated price or stated rate. Therefore, convertible securities enable the holder to benefit from increases in the market price of the underlying common stock. Convertible securities provide higher yields than the underlying common stock, but generally offer lower yields than nonconvertible securities of similar quality. The value of convertible securities fluctuates in relation to changes in interest rates and, in addition, fluctuates in relation to the underlying common stock. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a Portfolio or portion thereof is called for redemption, the Portfolio or portion thereof will be required to permit the issuer to redeem the security, convert it into underlying common stock or sell it to a third party. Investments by certain of the Portfolios in convertible debt securities are not subject to any ratings restrictions, although each Adviser will consider such ratings, and any changes in such ratings, in its determination of whether a Portfolio should invest and/or continue to hold the securities.

 

Derivatives Risk: Derivatives are financial contracts whose value is based on the value of an underlying asset, reference rate or index. A Portfolio’s or portion thereof’s investment in derivatives may rise or fall more rapidly than other investments. These transactions are subject to changes in the underlying security on which such transactions are based. Even a small investment in derivative securities can have a

 

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significant impact on a Portfolio’s or portion thereof’s exposure to stock market values, interest rates or currency exchange rates. Derivatives are subject to a number of risks such as liquidity risk, interest rate risk, market risk, credit risk and portfolio management risk depending on the type of underlying asset, reference rate or index. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate well with the underlying asset, reference rate or index. These types of transactions will be used primarily as a substitute for taking a position in the underlying asset and/or for hedging purposes. When a derivative security is used as a hedge against an offsetting position that a Portfolio or portion thereof also holds, any loss generated by the derivative security should be substantially offset by gains on the hedged instrument, and vice versa. To the extent that a Portfolio or portion thereof uses a derivative security for purposes other than as a hedge, that Portfolio or portion thereof is directly exposed to the risks of that derivative security and any loss generated by the derivative security will not be offset by a gain.

 

Futures and Options Risk: To the extent a Portfolio uses futures and options, it is exposed to additional volatility and potential losses.

 

Distressed Companies Risk: Debt obligations of distressed companies typically are unrated, lower-rated or close to default. Also, securities of distressed companies are generally more likely to become worthless than the securities of more financially stable companies.

 

Equity Risk: Stocks and other equity securities generally fluctuate in value more than bonds and may decline in value over short or over extended periods. The value of such securities will change based on changes in a company’s financial condition and in overall market and economic conditions.

 

Exchange Traded Funds Risk: When a Portfolio or portion thereof invests in ETFs, it will indirectly bear fees and expenses charged by the ETFs in addition to the Portfolio’s direct fees and expenses. Therefore, the cost of investing in the Portfolio may be higher than the cost of investing in mutual funds that invest directly in individual stocks and bonds. In addition, when a Portfolio or portion thereof invests in an ETF, it is subject to the risks associated with the underlying securities in which that ETF invests. ETFs may also change their investment objectives or policies without the approval of the Portfolio or portion thereof. If that were to occur, the Portfolio or portion thereof might be forced to withdraw its investment from the ETF at a time and price that is unfavorable to the Portfolio or portion thereof. Most ETFs are not actively managed. An ETF invests in the securities included in, or representative of, its underlying index regardless of their investment merit or market trends. It is possible for an ETF to miss out on an investment opportunity because the assets necessary to take advantage of it are tied up in less profitable investments. In addition, ETFs do not change their investment strategies to respond to changes in the economy. This means that an ETF may be particularly susceptible to a general decline in the market segment relating to the underlying index. Imperfect correlation between an ETF’s securities and those in the index it seeks to track, rounding of prices, changes to the indices and regulatory policies may cause an ETF’s performance to not match the performance of its index. No ETF fully replicates its index and may hold securities not included in the index. Therefore, there is a risk that the investment strategy of the manager of an ETF may not produce the intended results. Moreover, there is the risk that an ETF may value certain securities at a higher price than it can sell them for. Secondary market trading in shares of ETFs may be halted by a national securities exchange because of market conditions or for other reasons. In addition, trading in these shares is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules. There can be no assurance that the requirements necessary to maintain the listing of the shares will continue to be met or will remain unchanged. In addition, although ETFs are listed for trading on national securities exchanges and certain foreign exchanges, there can be no assurance that an active trading market for such shares will develop or be maintained. The market price of an ETF may be different from the net asset value of such ETF ( i.e. , an ETF may trade at a discount or premium to its net asset value). The performance of a Portfolio or portion thereof that invests in such an ETF could be adversely impacted.

 

Net Asset Value Risk.   The market price of an Underlying ETF may be different from its NAV (i.e., the Underlying ETF may trade at a at a discount or premium to its NAV). The performance of a portfolio could be adversely impacted.

 

Passive Investment Risk.   Most ETFs are not actively managed. Each Underlying ETF invests in the securities included in, or representative of, its underlying index regardless of their investment merit or market trends. In addition, the Underlying ETFs do not change their investment strategies to respond to changes in the economy. This means that an Underlying ETF may be particularly susceptible to a general decline in the market segment relating to the underlying index.

 

Tracking Error Risk: Imperfect correlation between each Underlying ETF’s securities and those in the index it seeks to track, rounding of prices, changes to the indices and regulatory policies may cause and Underlying ETF’s performance to not match the performance of its index.

 

Underlying ETF Management Risk: No Underlying ETF fully replicates its index and may hold securities not included in the index. Therefore, there is a risk that the investment strategy of the manager of each Underlying ETF may not produce the intended results.

 

Valuation Risk: The risk that an Underlying ETF has valued certain securities at a higher price than it can sell them for.

 

Inactive Market Risk: Although the Underlying ETFs are listed for trading on national securities exchanges and certain foreign

 

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exchanges, there can be no assurance that an active trading market for the shares of the Underlying ETFs will develop or be maintained. The lack of liquidity in an Underlying ETF can result in its value being more volatile than the underlying portfolio of securities. Secondary market trading in shares of Underlying ETFs may be halted by a national securities exchange because of market conditions or for other reasons. In addition, trading in these shares is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules. There can be no assurance that the requirements necessary to maintain the list of the shares will continue to be met or will remain unchanged.

 

An Underlying ETF may be subject to certain additional risks as discussed in its iShares Prospectus.

 

Financial Services Sector Risk. To the extent a Portfolio invests in the financial services sector, the value of a Portfolio’s shares may be particularly vulnerable to factors affecting that sector, such as the availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults, extensive government regulation and price competition. The value of a Portfolio’s shares could experience significantly greater volatility than Portfolios investing in a diversified portfolio of securities.

 

Fixed Income Risk: To the extent that any of the Portfolios invest a substantial amount of assets in fixed income securities, a Portfolio may be subject to the following risks:

 

Asset-Backed Securities Risk: Asset-backed securities represent interests in pools of consumer loans such as credit card receivables, automobile loans and leases, leases on equipment such as computers, and other financial instruments and are subject to certain additional risks. Rising interest rates tend to extend the duration of asset-backed securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, the Portfolio may exhibit additional volatility. The risk of default by borrowers is greater during periods of rising interest rates and/or unemployment rates. In addition, the principal on asset-backed securities may be prepaid at any time, which will reduce the yield and market value. When interest rates are declining, there are usually more prepayments of loans as borrowers are motivated to pay off debt and refinance at new lower rates, which will shorten the life of these securities. The reinvestment of cash received from prepayments will, therefore, usually be at a lower interest rate than the original investment, lowering the Portfolio’s yield. Prepayments also vary based on, among other factors, general economic conditions and other demographic conditions.

 

If a Portfolio purchases asset-backed securities that are “subordinated” to other interests in the same pool of assets, the Portfolio as a holder of those securities may only receive payments after the pool’s obligations to other investors have been satisfied. In addition, instability in the markets for asset-backed securities may affect the liquidity of such securities, which means that a Portfolio may be unable to sell such securities at an advantageous time and price. As a result, the value of such securities may decrease and a Portfolio may incur greater losses on the sale of such securities than under more stable market conditions. Furthermore, instability and illiquidity in the market for lower-rated asset-backed securities may affect the overall market for such securities, thereby impacting the liquidity and value of higher-rated securities.

 

Credit Risk: The actual or perceived reduction in the creditworthiness of debt issuers generally will have adverse effects on the values of their debt securities. Credit risk is the risk that the issuer or guarantor of a debt security or counterparty to a Portfolio’s transactions will be unable or unwilling to make timely principal and/or interest payments, or otherwise will be unable or unwilling to honor its financial obligations. Each of the Portfolios may be subject to credit risk to the extent that it invests in debt securities or engages in transactions, such as securities loans or repurchase agreements, which involve a promise by a third party to honor an obligation to the Portfolio. Credit risk is particularly significant for the Portfolios that may invest a material portion of their assets in “junk bonds” or lower-rated securities.

 

Interest Rate Risk: The price of a bond or a fixed income security is dependent upon interest rates. Therefore, the share price and total return of a Portfolio investing a significant portion of its assets in bonds or fixed income securities will vary in response to changes in interest rates. A rise in interest rates causes the value of a bond to decrease, and vice versa. There is the possibility that the value of a Portfolio’s investment in bonds or fixed income securities may fall because bonds or fixed income securities generally fall in value when interest rates rise. The longer the term of a bond or fixed income instrument, the more sensitive it will be to fluctuations in value from interest rate changes. Changes in interest rates may have a significant effect on Portfolios holding a significant portion of their assets in fixed income securities with long term maturities.

 

Investment Grade Securities Risk: Debt securities are rated by national bond ratings agencies. Securities rated BBB by S&P or Fitch or Baa by Moody’s are considered investment grade securities, but are somewhat riskier than higher rated obligations because they are regarded as having only an adequate capacity to pay principal and interest, and are considered to lack outstanding investment characteristics.

 

Junk Bonds or Lower Rated Securities Risk: Bonds rated below investment grade ( i.e. BB by S&P or Fitch or Ba by Moody’s) are speculative in nature, involve greater risk of default by the issuing entity and may be subject to greater market fluctuations than higher rated fixed income securities. They are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength. The retail secondary market for these “junk bonds” may be less liquid than

 

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that of higher rated securities and adverse conditions could make it difficult at times to sell certain securities or could result in lower prices than those used in calculating the Portfolio’s net asset value. A Portfolio investing in “junk bonds” may also be subject to greater credit risk because it may invest in debt securities issued in connection with corporate restructuring by highly leveraged issuers or in debt securities not current in the payment of interest or principal or in default. “Junk Bonds” may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, the Portfolio would have to replace the security with a lower yielding security, resulting in a decreased return. Conversely, a junk bond’s value will decrease in a rising interest rate market, as will the value of the Portfolio’s assets. If the Portfolio experiences unexpected net redemptions, this may force it to sell its junk bonds, without regard to their investment merits, thereby decreasing the asset base upon which the Portfolio expenses can be spread and possibly reducing the Portfolio’s rate of return.

 

Mortgage-Backed Securities Risk: The risk that the principal on mortgage-backed securities may be prepaid at any time, which will reduce the yield and market value. If interest rates fall, the rate of prepayments tends to increase as borrowers are motivated to pay off debt and refinance at new lower rates. Rising interest rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Portfolio that holds mortgage-related securities may exhibit additional volatility. This is known as extension risk. In addition, the risk of default by borrowers is greater during periods of rising interest rates and/or unemployment rates. The early retirement of particular classes or series of a collateralized mortgage obligation held by a Portfolio would have the same effect as the prepayment of mortgages underlying other mortgage-backed securities.

 

If a Portfolio purchases mortgage-backed securities that are “subordinated” to other interests in the same mortgage pool, the Portfolio as a holder of those securities may only receive payments after the pool’s obligations to other investors have been satisfied. For example, an unexpectedly high rate of defaults on the mortgages held by a mortgage pool may limit substantially the pool’s ability to make payments of principal or interest to the Portfolio as a holder of such subordinated securities, reducing the values of those securities or in some cases rendering them worthless. Certain mortgage-backed securities may include securities backed by pools of mortgage loans made to “subprime” borrowers or borrowers with blemished credit histories; the risk of defaults is generally higher in the case of mortgage pools that include such subprime mortgages. The underwriting standards for subprime loans are more flexible than the standards generally used by banks for borrowers with non-blemished credit histories with regard to the borrowers credit standing and repayment ability. Borrowers who qualify generally have impaired credit histories, which may include a record of major derogatory credit items such as outstanding judgments or prior bankruptcies. In addition, they may not have the documentation required to qualify for a standard mortgage loan. As a result, the mortgage loans in the mortgage pool are likely to experience rates of delinquency, foreclosure, and bankruptcy that are higher, and that may be substantially higher, than those experienced by mortgage loans underwritten in a more traditional manner. In addition, changes in the values of the mortgaged properties, as well as changes in interest rates, may have a greater effect on the delinquency, foreclosure, bankruptcy, and loss experience of the mortgage loans in the mortgage pool than on mortgage loans originated in a more traditional manner. Moreover, instability in the markets for mortgage-backed securities may affect the liquidity of such securities, which means that a Portfolio may be unable to sell such securities at an advantageous time and price. As a result, the value of such securities may decrease and a Portfolio may incur greater losses on the sale of such securities than under more stable market conditions. Furthermore, instability and illiquidity in the market for lower-rated mortgage-backed securities may affect the overall market for such securities, thereby impacting the liquidity and value of higher-rated securities.

 

Zero Coupon and Pay-in-Kind Securities Risk: A zero coupon or pay-in-kind security pays no interest in cash to its holder during its life. Accordingly, zero coupon securities usually trade at a deep discount from their face or par value and, together with pay-in-kind securities, will be subject to greater fluctuations in market value in response to changing interest rates than debt obligations of comparable maturities that make current distribution of interest in cash.

 

Focused Portfolio Risk: Portfolios or portions thereof that invest in the securities of a limited number of companies may incur more risk because changes in the value of a single security may have a more significant effect, either positive or negative, on the Portfolio’s or portion’s net asset value.

 

Foreign Securities Risk: A Portfolio’s or portion thereof’s investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities that can adversely affect a Portfolio’s or portion’s performance. Foreign markets, particularly emerging markets, may be less liquid, more volatile and subject to less government supervision than domestic markets. The value of a Portfolio’s or portion’s investment may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. There may be difficulties enforcing contractual obligations, and it may take more time for trades to clear and settle. A Portfolio or portion thereof may be subject to the following risks associated with investing in foreign securities:

 

Currency Risk: The risk that fluctuations in currency exchange rates will negatively affect securities denominated in, and/or

 

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receiving revenues in, foreign currencies. Adverse changes in currency exchange rates (relative to the U.S. dollar) may erode or reverse any potential gains from a Portfolio’s or portion thereof’s investment in securities denominated in a foreign currency or may widen existing losses.

 

Depositary Receipts: A Portfolio or portion thereof may invest in securities of foreign issuers in the form of depositary receipts or other securities that are convertible into securities of foreign issuers. American Depositary Receipts (“ADRs”) are receipts typically issued by an American bank or trust company that evidence underlying securities issued by a foreign corporation. European Depositary Receipts (issued in Europe) and Global Depositary Receipts (“GDRs”) (issued throughout the world) each evidence a similar ownership arrangement. A Portfolio or portion thereof may invest in unsponsored depositary receipts. The issuers of unsponsored depositary receipts are not obligated to disclose information that is, in the United States, considered material. Therefore, there may be less information available regarding these issuers and there may not be a correlation between such information and the market value of the depositary receipts. Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted.

 

Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Generally, economic structures in these countries are less diverse and mature than those in developed countries, and their political systems are less stable. Investments in emerging market countries may be affected by national policies that restrict foreign investment in certain issuers or industries. The small size of their securities markets and low trading volumes can make investments illiquid and more volatile than investments in developed countries and such securities may be subject to abrupt and severe price declines. As a result, a Portfolio or portion thereof investing in emerging market countries may be required to establish special custody or other arrangements before investing.

 

Geographic Risk: The economies and financial markets of certain regions, such as Latin America and Asia, can be highly interdependent and may decline all at the same time. In addition, certain markets in which the Portfolios or portions thereof may invest are prone to natural disasters such as earthquakes, volcanoes, droughts or tsunamis and are economically sensitive to environmental events.

 

Political/Economic Risk: Changes in economic and tax policies, government instability, war or other political or economic actions or factors may have an adverse effect on a Portfolio’s or portion thereof’s foreign investments.

 

Regulatory Risk: Less information may be available about foreign companies. In general, foreign companies are not subject to uniform accounting, auditing and financial reporting standards or to other regulatory practices and requirements as are U.S. companies.

 

Settlement Risk: Settlement and clearance procedures in certain foreign markets differ significantly form those in the United States. Foreign settlement and clearance procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically associated with the settlement of U.S. investments.

 

At times, settlements in certain foreign countries have not kept pace with the number of securities transactions. These problems may make it difficult for a Portfolio or portion thereof to carry out transactions. If a Portfolio or portion thereof cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If a Portfolio or portion thereof cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Portfolio or portion thereof could be liable for any losses incurred.

 

Transaction Costs Risk: The costs of buying and selling foreign securities, including tax, brokerage and custody costs, generally are higher than those involving domestic transactions.

 

Growth Investing Risk: Growth investing generally focuses on companies that, due to their strong earnings and revenue potential, offer above-average prospects for capital growth, with less emphasis on dividend income. Earnings predictability and confidence in earnings forecasts are an important part of the selection process. As a result, the price of growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Advisers using this approach generally seek out companies experiencing some or all of the following: high sales growth, high unit growth, high or improving returns on assets and equity, and a strong balance sheet. Such Advisers also prefer companies with a competitive advantage such as unique management, marketing or research and development. Growth investing is also subject to the risk that the stock price of one or more companies will fall or will fail to appreciate as anticipated by the Advisers, regardless of movements in the securities market. Growth stocks tend to be more volatile than value stocks, so in a declining market, their prices may decrease more than value stocks in general.

 

Index-Fund Risk: The EQ/AllianceBernstein Common Stock, EQ/Bond Index, EQ/Core Bond Index, EQ/Equity 500 Index, EQ/Intermediate Government Bond Index, EQ/Mid Cap Index, EQ/Small Company Index, EQ/Large Cap Growth Index, and EQ/Large Cap Value Index Portfolios and the Index Allocated Portions of the PLUS Portfolios invest in the securities included in the relevant index or a representative sample of securities regardless of market trends. These Portfolios and the Index Allocated Portions of the PLUS Portfolios cannot modify their investment strategies to respond to changes in the economy, which means they may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although each of these Portfolios (or portions thereof) attempts to closely track its benchmark index, the Portfolio (or portion thereof) may not invest in all of the securities in the index.

 

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Therefore, there can be no assurance that performance of the Portfolio (or portion thereof) will match that of the benchmark index. Also, each Portfolio’s (or portion’s) returns, unlike those of the benchmark index, are reduced by the fees and operating expenses of the Portfolio.

 

Initial Public Offering (“IPO”) Risk: A Portfolio that purchases securities issued in an IPO is subject to the risk that the value of the securities may rise or fall more rapidly than other investments. Prior to an IPO, there is generally no public market for an issuer’s common stock. There can be no assurance that an active trading market will develop or be sustained following the IPO, therefore, the market price for the securities may be subject to significant fluctuations and a Portfolio may be affected by such fluctuations. In addition, securities issued in an IPO are often issued by a company that may be in the early stages of development with a history of little or no revenues and such company may operate at a loss following the offering. A Portfolio’s ability to obtain shares of an IPO security may be substantially limited in the event of high demand for the securities and there is no guarantee that the Portfolio will receive an allocation of shares. To the extent a Portfolio invests in IPOs, a significant portion of its returns may be attributable to its investments in IPOs, which have a magnified impact on Portfolios with small asset bases. There is no guarantee that as those Portfolios’ assets grow they will continue to experience substantially similar performance by investing in IPOs.

 

Investment Company Securities Risk: A Portfolio may invest in investment company securities as permitted by the 1940 Act. Investment company securities are securities of other open-end or closed-end investment companies. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but the total return on such investments at the Portfolio level may be reduced by the operating expenses and fees of such other investment companies, including advisory fees.

 

Large-Cap Company Risk: Larger more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

Leveraging Risk: When a Portfolio borrows money or otherwise leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. All of the Portfolios may take on leveraging risk by investing in collateral from securities loans and by borrowing money to meet redemption requests.

 

Liquidity Risk: Certain securities held by a Portfolio may be difficult (or impossible) to sell at the time and at the price the seller would like. A Portfolio may have to hold these securities longer than it would like and may forego other investment opportunities. There is the possibility that a Portfolio may lose money or be prevented from earning capital gains if it cannot sell a security at the time and price that is most beneficial to the Portfolio. Portfolios that invest in privately-placed securities, certain small company securities, high-yield bonds, mortgage-backed securities or foreign or emerging market securities, which have all experienced periods of illiquidity, are subject to liquidity risks. A particular Portfolio may be more susceptible to some of these risks than others, as noted in the description of each Portfolio.

 

Loan Participation and Assignments Risk. A Portfolio’s investments in loan participations and assignments are subject to the risk that the financial institution acting as agent for all interests in a loan might fail financially. It is also possible that a Portfolio could be held liable as a co-lender.

 

Money Market Risk: Although a money market fund is designed to be a relatively low risk investment, it is not entirely free of risk. Despite the short maturities and high credit quality of the EQ/Money Market Portfolio’s investments, increases in interest rates and deteriorations in the credit quality of the instruments the Portfolio has purchased may reduce the Portfolio’s yield. In addition, the Portfolio is still subject to the risk that the value of an investment may be eroded over time by inflation.

 

Multiple Adviser Risk. The PLUS Portfolios employ more than one Adviser. Each Adviser independently chooses and maintains a portfolio of securities for the Portfolio and each is responsible for investing a specific allocated portion of the Portfolio’s assets. Because each Adviser manages its allocated portion of the Portfolio independently from another Adviser, the same security may be held in different portions of the Portfolio, or may be acquired for one portion of the Portfolio at a time when an Adviser to another portion deems it appropriate to dispose of the security from that other portion. Similarly, under some market conditions, one Adviser may believe that temporary, defensive investments in short-term instruments or cash are appropriate when another Adviser believes continued exposure to the equity or debt markets is appropriate for its allocated portion of the Portfolio. Because each Adviser directs the trading for its own portion of the Portfolio, and does not aggregate its transactions with those of the other Adviser, the Portfolio may incur higher brokerage costs than would be the case if a single Adviser were managing the entire portfolio.

 

Non-Diversification Risk: The EQ/GAMCO Mergers and Acquisitions Portfolio, the EQ/Marsico Focus Portfolio and the EQ/Van Kampen Real Estate Portfolio are classified as “non-diversified” investment companies, which means that the proportion of each Portfolio’s assets that may be invested in the securities of a single issuer is not limited by the 1940 Act. Since a relatively high percentage of each non-diversified Portfolio’s assets may be invested in the securities of a limited number of issuers, some of which may be within the same industry, the securities of each such Portfolio may be more sensitive to changes in the market value of a single issuer or industry. The use of such a focused investment strategy may increase the volatility of such a Portfolio’s investment performance, as the Portfolio may be more susceptible to risks associated with a single economic, political or regulatory event than a diversified portfolio. If the securities in which such a Portfolio invests perform poorly, the Portfolio could incur greater losses than it would have had it been invested in a greater number of securities.

 

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Portfolio Turnover Risk: The Portfolios and portions thereof do not restrict the frequency of trading to limit expenses. The Portfolios and portions thereof may engage in active and frequent trading of portfolio securities to achieve their principal investment strategies. Frequent trading can result in a portfolio turnover in excess of 100% in any given fiscal year (high portfolio turnover). High portfolio turnover may result in increased transaction costs to a Portfolio or portion thereof and its shareholders, which would reduce investment returns.

 

Real Estate Investing Risk: Investing in REITs exposes investors to the risks of owning real estate directly, as well as to risks that relate specifically to the way in which REITs are organized and operated. Real estate is a cyclical business, highly sensitive to general and local economic developments and characterized by intense competition and periodic overbuilding. Real estate income and values also may be greatly affected by demographic trends, such as population shifts or changing tastes and values. Government actions, such as tax increases, zoning law changes or environmental regulations, also may have a major impact on real estate. Changing interest rates and credit quality requirements also will affect the cash flow of real estate companies and their ability to meet capital needs. REITs generally invest directly in real estate (equity REITs), in mortgages (mortgage REITs) or in some combination of the two (hybrid REITs). Operating REITs requires specialized management skills and a Portfolio or portion thereof indirectly bears REIT management and administration expenses along with the direct expenses of the Portfolio. Individual REITs may own a limited number of properties and may concentrate in a particular region or property type. REITs also must satisfy specific Internal Revenue Code requirements in order to qualify for the tax-free pass through of income.

 

Short Sales Risk: A Portfolio may sell a security short by borrowing it from a third party and selling it at the then-current market price. A Portfolio is then obligated to buy the security on a later date so it can be returned to the lender. Short sales, therefore, involve the risk that the Portfolio will incur a loss by subsequently buying a security at a higher price than the price at which the Portfolio previously sold the security short. In addition, because a Portfolio’s potential loss on a short sale arises from increases in the value of the security sold short, the extent of such loss, like the price of the security sold short, is theoretically unlimited. By contrast, a Portfolio’s potential loss on a long position arises from decreases in the value of the security and, therefore, such loss is limited by the fact that a security’s value cannot drop below zero.

 

Small-Cap and/or Mid-Cap Company Risk: A Portfolio’s or portion thereof’s investments in small-cap and mid-cap companies may involve greater risks than investments in larger, more established issuers. Smaller companies generally have narrower product lines, more limited financial resources and more limited trading markets for their stock, as compared with larger companies. Their securities may be less well-known and trade less frequently and in more limited volume than the securities of larger, more established companies. In addition, small-cap and mid-cap companies are typically subject to greater changes in earn ings and business prospects than larger companies. Consequently, the prices of small company stocks tend to rise and fall in value more frequently than the stocks of larger companies. Although investing in small-cap and mid-cap companies offers potential for above-average returns, the companies may not succeed and the value of their stock could decline significantly. In general, these risks are greater for small-capitalization companies than for mid-capitalization.

 

Special Situations Risk: A Portfolio may use aggressive investment techniques, including seeking to benefit from “special situations,” such as mergers, consolidations, liquidations, reorganizations, restructurings, tender or exchange offers or other unusual events expected to affect a particular issuer. In general, securities of companies which are the subject of a tender or exchange offer or a merger, consolidation, liquidation, restructuring or reorganization proposal sell at a premium to their historic market price immediately prior to the announcement of an offer for the company. However, it is possible that the value of securities of a company involved in such a transaction will not rise and in fact may fall, in which case a Portfolio would lose money. It is also possible that an Adviser’s assessment that a particular company is likely to be acquired or acquired during a specific time frame may be incorrect, in which case a Portfolio may not realize any premium on its investment and could lose money if the value of the securities declines during the Portfolio’s holding period. A Portfolio’s return also could be adversely impacted to the extent that an Adviser’s strategies fail to identify companies for investment by the Portfolio that become the subject of a merger or similar transaction that results in an increase in the value of the securities of those companies. Moreover, publicly announced mergers and similar types of transactions may be renegotiated or terminated, in which case a Portfolio may lose money. In addition, if a transaction takes longer time to close than an Adviser originally anticipated, a Portfolio may realize a lower-than-expected rate of return.

 

Unseasoned Companies Risk: These are companies that have been in operation less than three years, including operations of any predecessors. These securities may have limited liquidity and their prices may be very volatile.

 

Value Investing Risk: Value investing attempts to identify strong companies selling at a discount from their perceived true worth. Advisers using this approach generally select stocks at prices that, in their view, are temporarily low relative to the company’s earnings, assets, cash flow and dividends. Value investing is subject to the risk that the stocks’ intrinsic value may never be fully recognized or realized by the market, or their prices may go down. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced. Value investing generally emphasizes companies that, considering their assets and earnings history, are attractively priced and may provide dividend income.

 

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Benchmarks

 

The performance of each of the Trust’s Portfolios as shown in the section “About the Investment Portfolios” is compared to that of a broad-based securities market index, an index of funds with similar investment objectives and/or a blended index. Each of the Portfolios’ annualized rates of return are net of: (i) its investment management fees; and (ii) its other expenses. These rates are not the same as the actual return you would receive under your Contract.

 

Broad-based securities indices are unmanaged and are not subject to fees and expenses typically associated with managed investment company portfolios. Broad-based securities indices are also not subject to contract and insurance-related expenses and charges. Investments cannot be made directly in a broad-based securities index. Comparisons with these benchmarks, therefore, are of limited use. They are included because they are widely known and may help you to understand the universe of securities from which each Portfolio is likely to select its holdings.

 

Barclays Capital U.S. Aggregate Bond Index (“Aggregate Bond Index”) covers the U.S. investment-grade, fixed-rate, taxable bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities, and commercial mortgage-based securities. To qualify for inclusion in the Aggregate Bond Index, a bond must have at least one year remaining to final maturity, rated Baa3 or better by Moody’s, have a fixed coupon rate, and be U.S. dollar denominated.

 

Barclays Capital U.S. Intermediate Government Bond Index is an unmanaged index of securities consisting of all U.S. Treasury and agency securities with remaining maturities of from one to ten years and issue amounts of at least $100 million outstanding.

 

Barclays Capital U.S. Intermediate Government/Credit Bond Index is an unmanaged, market value weighted index of investment grade, fixed-rate debt securities including government and corporate securities with maturities between one and ten years.

 

Barclays Capital U.S. High Yield Index (“High Yield Index”) is an unmanaged index that covers the universe of fixed rate, non-investment grade debt. Pay-in-kind bonds, Eurobonds, and debt issues from countries designated as emerging Markets ( e.g. Argentina, Brazil, Venezuela, etc) are excluded, but Canadian and global bonds (SEC registered) of issuers in non-EMG countries are included. Original issue zeroes, step-up coupon structures, and 144-As are also included. The index includes both corporate and non-corporate sectors. The corporate sectors are Industrial, Utility, and Finance, which include both U.S. and non-U.S. corporations.

 

Barclays Capital Long Government/Credit Bond Index is an unmanaged benchmark representing the long-term, investment-grade U.S. bond market.

 

Barclays Capital U.S. TIPS Index is an unmanaged index consisting of the U.S. Treasury Inflation Protected Securities Market.

 

Barclays Capital 1-3 Year Government Credit Index is an unmanaged index that represents all U.S. Treasury and agency securities with maturities ranging from 1-3 years.

 

Merrill Lynch Global Broad Market Index ex U.S. is an unmanaged index that tracks the performance of investment grade public debt issued in the major domestic and eurobond markets, including “global” bonds, but excluding the U.S. dollar-denominated securities.

 

Merrill Lynch U.S. High Yield Master Cash Pay Only Index is an unmanaged index that measures the performance of below investment grade U.S. dollar-denominated corporate bonds publicly issued in the U.S. domestic market.

 

Merrill Lynch 3-Month U.S. Treasury Bill Index is comprised of a single issue purchased at the beginning of the month and held for a full month. Each month the index is rebalanced and the issue selected is the outstanding Treasury Bill that matures closest to, but not beyond 3 months from the rebalancing date.

 

The Merrill Lynch U.S. Dollar 3-Month LIBOR Constant Maturity Index (“ 3-Month Libor Index ”) tracks the performance of a synthetic asset paying Libor to a stated maturity. The index is based on the assumed purchase at par of a synthetic instrument having exactly its stated maturity and without coupon equal to that day’s fixing rate. That issue is assumed to be sold the following business day (priced at a yield equal to the current fixing rate) and rolled into a new instrument.

 

MSCI EAFE ® Index (Europe, Australasia, Far East) contains a market capitalization weighted sampling of securities deemed by Morgan Stanley Capital International (“MSCI”) to be representative of the market structure of the developed equity markets in Europe, Australasia and the Far East. To construct the MSCI EAFE Index, MSCI targets at least 60% coverage of the market capitalization of each industry within each country in the MSCI EAFE. Companies with less than 40% of their market capitalization publicly traded are float-adjusted to include only a fraction of their market capitalization in the broader MSCI EAFE index. The MSCI EAFE Index returns assume dividends are reinvested net of withholding taxes and do not reflect any fees or expenses.

 

MSCI EAFE Growth Index is an unmanaged index comprised of 21 MSCI country indices representing stocks from companies in developed markets outside of North America (i.e. Europe, Australasia and the Far East) having growth investment style characteristics.

 

MSCI EMF (Emerging Markets Free) Gross Dividend Index SM (“MSCI EMF”) is a market capitalization weighted equity index composed of companies that are representative of the market structure of the following 25 countries: Argentina, Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Israel, Korea, Malaysia, Mexico, Morocco, Pakistan, Peru, Philippines, Poland,

 

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Russia, South Africa, Taiwan, Thailand and Turkey. “Free” MSCI indices exclude those shares not purchasable by foreign investors.

 

MSCI ACW (All Country World) Index ex. U.S. Growth is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of 22 developed markets (excluding the U.S.) and 25 emerging markets, and has growth style characteristics.

 

MSCI World Index is an unmanaged index considered representative of stock markets of developed countries.

 

FTSE NAREIT Equity REIT Index measures the performance of commercial real estate space across the U.S. economy.

 

Russell 3000 ® Index (“Russell 3000”) is an unmanaged index which measures the performance of the 3,000 largest U.S. companies based on total market capitalization, which represents approximately 98% of the investable U.S. equity market.

 

Russell 3000 ® Growth Index is an unmanaged index that measures the performance of those Russell 3000 companies with higher price-to-book ratios and higher forecasted growth values.

 

Russell 1000 ® Index (“Russell 1000”) is an unmanaged index of common stocks that measures the performance of the 1,000 largest companies in the Russell 3000, and represents approximately 90% of the total market capitalization of the Russell 3000.

 

Russell 1000 ® Growth Index is an unmanaged index of common stocks that measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values.

 

Russell 1000 ® Value Index is an unmanaged index of common stocks that measures the performance of those Russell 1000 companies with lower price to book ratios and lower forecasted growth values.

 

Russell 2000 ® Index (“Russell 2000”) is an unmanaged index which tracks the performance of the 2000 smallest companies in the Russell 3000, which represents approximately 10% of the total market capitalization of the Russell 3000.

 

Russell 2000 ® Growth Index is an unmanaged index which measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values.

 

Russell 2000 ® Value Index is an unmanaged index which measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values.

 

Russell 2500 Index (“Russell 2500”) is an unmanaged index that measures the performance of the 2,500 smallest companies in the Russell 3000, which represents approximately 20% of the total market capitalization of the Russell 3000.

 

Russell 2500 Growth Index is an unmanaged index which measures the performance of those Russell 2500 companies with higher price-to-book ratios and higher forecasted growth values.

 

Russell 2500 Value Index is an unmanaged index which measures the performance of those Russell 2500 companies with lower price-to-book ratios and lower forecasted growth values.

 

Russell Midcap ® Index (“Russell Mid Cap”) is an unmanaged index that measures the performance of the 800 smallest companies in the Russell 1000, which represents about 31% of the total market capitalization of the Russell 1000.

 

Russell Midcap ® Growth Index is an unmanaged index that measures the performance of those Russell Mid Cap companies with higher price-to-book ratios and higher forecasted growth values.

 

Russell Midcap ® Value Index is an unmanaged index that measures the performance of those Russell Mid Cap companies with lower price-to-book ratios and lower forecasted growth values.

 

Standard & Poor’s 500 Composite Stock Index (referred to here in as “Standard & Poor’s 500 Index” or “S&P 500 Index”) is an unmanaged weighted index of common stocks of 500 of the largest U.S. industrial, transportation, utility and financial companies, deemed by Standard & Poor’s to be representative of the larger capitalization portion of the United States stock market. The index is capitalization weighted, thereby giving greater weight to companies with the largest market capitalizations.

 

Standard & Poor’s MidCap 400 Index (“S&P MidCap 400 Index”) is an unmanaged weighted index of 400 domestic stocks chosen for market size (general median market capitalization range of $1.5 billion to $5.5 billion), liquidity, and industry group representation. The S&P MidCap 400 Index returns reflect the reinvestment of dividends.

 

3-Month Treasury Bill. A negotiable debt obligation issued by the U.S. government and backed by its full faith and credit, having a maturity of three months.

 

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3. More information on investing in ETFs

 

 

 

Generally, under the 1940 Act, the Portfolios may not acquire shares of another investment company (including ETFs and other registered investment companies) if, immediately after such acquisition, a Portfolio and its affiliated persons (i) would hold more than 3% of such other investment company’s total outstanding shares, (ii) would have invested more than 5% of its total assets in such other investment company, or (iii) would have invested more than 10% of its total assets in investment companies. Generally, the Portfolios, other than the PLUS Portfolios, do not intend to invest beyond these limits. As noted in the section “About the Investment Portfolios,” each PLUS Portfolio intents to invest a portion of its assets in Underlying ETFs and may invest in Underlying ETFs beyond the limits set forth in the 1940 Act. The SEC has granted orders for exemptive relief to certain ETFs that permit investments in those ETFs by other investment companies (such as the PLUS Portfolios) in excess of the above limits. The PLUS Portfolios’ ability to invest in Underlying ETFs will be severely constrained unless the Underlying ETFs have received such an order from the SEC and the Underlying ETF and the PLUS Portfolios take appropriate steps to comply with certain terms and conditions in such order.

 

The SEC has issued such an exemptive order to the ETFs in which the PLUS Portfolios may invest (iShares Trust and iShares, Inc.), which permits investment companies (such as the PLUS Portfolios) to invest in such ETFs beyond the limitations in the 1940 Act, subject to certain terms and conditions. Under the order, the PLUS Portfolios generally may acquire up to 25% of the assets of an Underlying ETF.

 

The Manager will waive fees otherwise payable to it by a PLUS Portfolio in an amount at least equal to any compensation (including fees received pursuant to any plan adopted by an Underlying ETF pursuant to Rule 12b-1 under the 1940 Act) received from an Underlying ETF by the Manager, or an affiliated person of the Manager, in connection with the investment by a PLUS Portfolio in the Underlying ETF. With respect to registered separate accounts that invest in a PLUS Portfolio, no sales load will be charged at the Portfolio level or at the Underlying ETF level. Other sales charges and service fees, as defined in Rule 2830 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), if any, will only be charged at the Portfolio level or at the Underlying ETF level, not both. With respect to other investments in a PLUS Portfolio, any sales charges and/or service fees charged with respect to shares of a Portfolio will not exceed the limits applicable to funds of funds set forth in Rule 2830 of the Conduct Rules of the FINRA.

 

To the extent other ETFs obtain similar exemptive relief from the SEC, a PLUS Portfolio may seek to qualify to invest in such other ETFs in excess of the limits set forth in the 1940 Act. If such relief is granted by the SEC, a PLUS Portfolio may invest its assets in any Underlying ETF, subject to certain terms and conditions to be contained in the order granting such relief.

 

To the extent the limits of the 1940 Act apply to certain Underlying ETFs, such limitations may prevent a PLUS Portfolio from allocating its investments in the manner that the Manager considers optimal. As noted above, each PLUS Portfolio invests a portion of its assets in the Underlying ETFs. Accordingly, the ETF Allocated Portfolio of a PLUS Portfolio’s performance depends upon a favorable allocation among the Underlying ETFs as well as the ability of the Underlying ETFs to generate favorable performance.

 

General Investment Risks of Underlying ETFs: Each Underlying ETF is subject to the following general risks. Information regarding additional principal risks specific to each Underlying ETF is listed in the following section entitled “Information regarding the underlying ETFs.” Additional information regarding these risks is available in the section entitled “More Information on Risks and Benchmarks” and in the relevant iShares’ Prospectus.

 

Risks for International ETFs

 

Asset Class Risk

Concentration Risk

Foreign Securities/Investments Risk

Management Risk

Market Risk

Market Trading Risks

Passive Investments Risk

Secondary Market Trading Risk

Tracking Error Risk

Valuation Risk

 

Risks for Domestic ETFs

 

Asset Class Risk

Management Risk

Market Risk

Market Trading Risks

Passive Investments Risk

Secondary Market Trading Risk

Tracking Error Risk

 

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Information Regarding the Underlying ETFs

 

Below is a list of the Underlying ETFs in which the PLUS Portfolios currently may invest. The Underlying ETFs in which the PLUS Portfolios may invest may be changed from time to time without notice or shareholder approval.

 

ETF  

Investment

Objective

  Principal
Investment Strategy
  Principal
Investment Risks
iShares ® MSCI Japan Index Fund   Seeks investment results that correspond generally to the price and yield performance of the MSCI Japan Index.   The fund generally invests at least 95% of its assets in the securities of its underlying index and in ADRs based on securities in such underlying index. The fund uses a representative sampling strategy to try to track the index  

•  Asian Economic Risk

•  Currency Risk

•  Custody Risk

•  Geographic Risk

•  Issuer Risk

•  Lack of Natural Resources Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance on Exports Risk

•  Security Risk

•  Structural Risks

•  U.S. Economic Risk

iShares ® MSCI EAFE Index Fund   Seeks investment results that correspond generally to the price and yield performance of the MSCI EAFE Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The index was developed as an equity benchmark for international stock performance. The fund uses a representative sampling strategy to try to track the index.  

•  Currency Risk

•  Geographic Risk

•  Non-Diversification Risk

•  Security Risk

iShares ® MSCI EAFE Growth Index Fund   Seeks investment results that correspond generally to the price and yield performance of the MSCI EAFE Growth Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The index is a subset of the MSCI EAFE Index and consists of securities classified by MSCI as most representing the growth style. The fund uses a representative sampling strategy to try to track the index.  

•  Currency Risk

•  Geographic Risk

•  Growth Securities Risk

•  Non-Diversification Risk

•  Security Risk

iShares ® MSCI EAFE Value Index Fund   Seeks investment results that correspond generally to the price and yield performance of the MSCI EAFE Value Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The index is a subset of the MSCI EAFE Index and consists of securities classified by MSCI as most representing the value style. The fund uses a representative sampling strategy to try to track the index.  

•  Currency Risk

•  Geographic Risk

•  Non-Diversification Risk

•  Security Risk

•  Value Securities Risk

 

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Information Regarding the Underlying ETFs (continued)

 

ETF  

Investment

Objective

  Principal
Investment Strategy
  Principal
Investment Risks
iShares ® MSCI Pacific ex-Japan Index Fund   Seeks investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the Australia, Hong Kong, New Zealand and Singapore markets, as represented by the MSCI Pacific ex-Japan Index.   The fund generally invests at least 95% of its assets in the securities of its underlying index and in ADRs based on securities in such underlying index. The fund uses a representative sampling strategy to try to track the index.  

•  Asian Economic Risk

•  Currency Risk

•  Custody Risk

•  Interdependence Risk

•  Issuer Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance on Exports Risk

•  Security Risk

•  Trading Risk

iShares ® S&P Europe 350 Index Fund   Seeks investment results that correspond generally to the price and yield performance of the Standard & Poor’s Europe 350 Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy to try to track the index.  

•  Geographic Risk

•  Legal Enforcement Risk

•  Security Risk

iShares ® S&P Latin America 40 Index Fund   Seeks investment results that correspond generally to the price and yield performance of the Standard & Poor’s Latin America 40 Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy to try to track the index.  

•  Geographic Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Security Risk

iShares ® MSCI Canada Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the Canadian market, as represented by the MSCI Canada Index.   The fund generally invests at least 95% of its assets in the securities of its underlying index and in ADRs based on securities in such underlying index. The fund uses a representative sampling strategy to try to track the index.  

•  Commodity Exposure Risk

•  Currency Risk

•  Custody Risk

•  Issuer Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Security Risk

•  Structural Risks

•  Trading Risk

•  U.S. Economic Risk

iShares ® MSCI Emerging Markets Index Fund   Seeks investment results that correspond generally to the price and yield performance of the MSCI Emerging Markets Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or in ADRs and GDRs representing such securities. The fund uses a representative sampling strategy to try to track the index.  

•  Currency Risk

•  Custody Risk

•  Emerging Markets Risk

•  Geographic Risk

•  Issuer Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance on Exports Risk

•  Securities Market Risk

•  Security Risk

•  Structural Risks

•  Trading Risk

 

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Information Regarding the Underlying ETFs (continued)

 

ETF  

Investment

Objective

  Principal
Investment Strategy
  Principal
Investment Risks
iShares ® MSCI Hong Kong Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the Hong Kong market, as represented by the MSCI Hong Kong Index.   The fund will at all times invest at least 80% of its assets in the securities of its underlying index and ADRs based on securities of such underlying index. The fund uses a representative sampling strategy to try to track the index.  

•  Asian Economic Risk

•  Currency Risk

•  Custody Risk

•  Issuer Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance on Exports Risk

•  Security Risk

•  Trading Risk

•  U.S. Economic Risk

iShares ® MSCI Singapore Index Fund   Seeks investment results that correspond generally to the price and yield performance of the MSCI Singapore Index.   The fund generally invests at least 95% of its assets in the securities of its underlying index and in ADRs based on securities in such underlying index. The fund uses a representative sampling strategy to try to track the index.  

•  Asian Economic Risk

•  Currency Risk

•  Custody Risk

•  Issuer Risk

•  Lack of Natural Resources Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance of Exports Risk

•  Structural Risks

•  Trading Risk

iShares ® FTSE/Xinhua China 25 Index Fund   Seeks investment results that correspond generally to the price and yield performance of the FTSE/Xinhua China 25 Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy to try to track the index.  

•  Currency Risk

•  Custody Risk

•  Emerging Markets Risk

•  Geographic Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

iShares MSCI Australia Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the Australian market, as represented by the MSCI Australia Index.   The fund will at all times invest at least 80% of its assets in the securities of its underlying index and ADRs based on securities of such underlying index. The fund uses a representative sampling strategy to try to track the index.  

•  Asian Economic Risk

•  Commodity Exposure Risk

•  Currency Risk

•  Custody Risk

•  European Economic Risk

•  Issuer Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance on Exports Risk

•  Security Risk

•  Trading Risk

•  U.S. Economic Risk

iShares MSCI France Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the French market, as measured by the MSCI France Index.   The fund generally invests at least 95% of its assets in the securities of its underlying index and in ADRs based on securities in such underlying index. The fund uses a representative sampling strategy to try to track the index.  

•  Currency Risk

•  Custody Risk

•  European Economic Risk

•  Issuer Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance on Agriculture Risk

•  Reliance on Exports Risk

•  Risk of Uncertainty of European Union Risk

•  Security Risk

•  Structural Risks

•  Trading Risk

 

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Information Regarding the Underlying ETFs (continued)

 

ETF  

Investment

Objective

  Principal
Investment Strategy
  Principal
Investment Risks
iShares MSCI Germany Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the German market, as measured by the MSCI Germany Index.   The fund generally invests at least 95% of its assets in the securities of its underlying index and in ADRs based on securities in such underlying index. The fund uses a representative sampling strategy to try to track the index.  

•  Currency Risk

•  Custody Risk

•  European Economic Risk

•  Issuer Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance on Exports Risk

•  Risk of Uncertainty of European Union Risk

•  Security Risk

•  Structural Risks

•  Trading Risk

iShares MSCI Malaysia Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of publicly traded securities in the Malaysian market, as measured by the MSCI Malaysia Index.   The Fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the Malaysian Market

ishares ® MSCI Netherlands Index Fund   Seeks investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the Dutch market, as measured by the MSCI Netherlands Investable Market Index.   The Fund will normally invest at least 80% of its assets in the securities of its Underlying index and ADRs based on securities of its Underlying Index. The Fund uses a representative sampling indexing strategy to try to achieve the Fund’s investment objective.  

•  Currency Risk

•  Custody Risk

•  European Economic Risk

•  Issuer Risk

•  Geographic Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance on Exports Risk

•  Risk of Uncertainty of European Union Risk

•  Security Risk

•  Structural Risks

•  Trading Risk

iShares MSCI South Africa Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the South African market, as measured by the MSCI South Africa Index.   The fund generally invests at least 95% of its assets in the securities of its underlying index and in ADRs based on securities in such underlying index. The fund uses a representative sampling strategy to try to track the index.  

•  Currency Risk

•  Custody Risk

•  Emerging Markets Risk

•  Issuer Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Security Risk

•  Structural Risks

•  Trading Risk

iShares MSCI South Korea Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the South Korean market, as measured by the MSCI South Korea Index.   The fund will at all times invest at least 80% of its assets in the securities of its underlying index and ADRs based on securities of such underlying index. The fund uses a representative sampling strategy to try to track the index.  

•  Asian Economic Risk

•  Currency Risk

•  Custody Risk

•  Emerging Market Risk

•  Issuer Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance on Exports Risk

•  Structural Risks

•  Trading Risk

•  U.S. Economic Risk

 

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Information Regarding the Underlying ETFs (continued)

 

ETF  

Investment

Objective

  Principal
Investment Strategy
  Principal
Investment Risks
iShares MSCI Spain Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the Spanish market, as measured by the MSCI Spain Index.   The fund will at all times invest at least 80% of its assets in the securities of its underlying index and ADRs based on securities of such underlying index. The fund uses a representative sampling strategy to try to track the index.  

•  Currency Risk

•  Custody Risk

•  European Economic Risk

•  Issuer Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance on Exports Risk

•  Risk of Uncertainty of European Union Risk

•  Security Risk

•  Structural Risks

•  Trading Risk

iShares MSCI Taiwan Index Fund   Seeks investment results that correspond generally to the price and yield performance of the MSCI Taiwan Index.   The fund generally invests at least 95% of its assets in the securities of its underlying index and in ADRs based on securities in such underlying index. The fund uses a representative sampling strategy to try to track the index.  

•  Asian Economic Risk

•  Currency Risk

•  Custody Risk

•  Emerging Markets Risk

•  Geographic Risk

•  Issuer Risk

•  Lack of Natural Resources Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance on Exports Risk

•  Security Risk

•  Structural Risks

•  Trading Risk

iShares MSCI Thailand Investable Market Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of publicly traded securities in the MSCI Thai Investable Market Index.   The Fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the Turkish Market

iShares MSCI Turkey Investable Market Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of publicly traded securities in the MSCI Turkey Investable Market Index.   The Fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the Turkish Market

iShares MSCI United Kingdom Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the British market, as measured by the MSCI United Kingdom Index.   The fund generally invests at least 95% of its assets in the securities of its underlying index and in ADRs based on securities in such underlying index. The fund uses a representative sampling strategy to try to track the index.  

•  Currency Risk

•  Custody Risk

•  European Economic Risk

•  Issuer Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance on Exports Risk

•  Structural Risks

•  Trading Risk

•  U.S. Economic Risk

 

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Information Regarding the Underlying ETFs (continued)

 

ETF  

Investment

Objective

  Principal
Investment Strategy
  Principal
Investment Risks
iShares MSCI Brazil Index Fund   The Fund seeks investment results that correspond generally to the price and yield performance of the MSCI Brazil Index.   The fund generally invests at least 95% of its assets in the securities of its underlying index and in ADRs based on securities in such underlying index. The Fund uses a representative sampling indexing strategy to try to track the index.  

•  Central and South American Economic Risks

•  Currency Risk

•  Custody Risk

•  Emerging Markets Risk

•  Issuer Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Risks of Privatization Results

•  Structural Risks

•  Trading Risk

iShares MSCI Italy Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the Italian market, as measured by the MSCI Italy Index.   The fund will at all times invest at least 80% of its assets in the securities of its underlying index and ADRs based on securities of such underlying index. The Fund uses a representative sampling indexing strategy to try to track the index.  

•  Currency Risk

•  Custody Risk

•  European Economic Risk

•  Issuer Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance on Exports Risk

•  Risk of Uncertainty of European Union

•  Security Risk

•  Structural Risks

•  Trading Risk

iShares MSCI Mexico Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the Mexican market, as represented by the MSCI Mexico Investable Market Index.   The fund will at all times invest at least 80% of its assets in the securities of its underlying index and ADRs based on securities of such underlying index. The Fund uses a representative sampling indexing strategy to manage the Fund.  

•  Central and South American Economic Risk

•  Currency Risk

•  Custody Risk

•  Emerging Markets Risk

•  Issuer Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Security Risk

•  Structural Risks

•  Trading Risk

•  U.S. Economic Risk

iShares MSCI BRIC Index Fund   The Fund seeks investment results that correspond generally to the price and yield performance of the MSCI BRIC Index.  

The fund will invest at least 80% of its assets in securities of its underlying index and in depositary receipts representing such securities. The underlying index is designed to measure the combined equity market performance in Brazil, Russia, India and China.

The Fund uses a representative sampling indexing strategy to try to track the index.

 

•  Asian Economic Risk

•  Central and South American Regional Economic Risk

•  Commodity Exposure Risk

•  Currency Risk

•  Custody Risk

•  Emerging Markets Risk

•  European Economic Risk

•  Geographic Risk

•  Issuer Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance on Exports Risk

•  Risks of Privatization Results

•  Security Risk

•  Structural Risks

•  U.S. Economic Risk

 

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Information Regarding the Underlying ETFs (continued)

 

ETF  

Investment

Objective

  Principal
Investment Strategy
  Principal
Investment Risks
iShares MSCI Austria Index Fund   The Fund seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the Austrian market, as represented by the MSCI Austria Index.   The fund will at all times invest at least 80% of its assets in the securities of its underlying index and ADRs based on securities of such underlying index. The Fund uses a representative sampling indexing strategy to manage the index.  

•  Currency Risk

•  Custody Risk

•  European Economic Risk

•  Issuer Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance on Exports Risk

•  Risk of Uncertainty of European Union

•  Security Risk

•  Trading Risk

iShares MSCI Belgium Index Fund   The Fund seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the Belgian market, as measured by the MSCI Belgium Investable Market Index.   The fund will at all times invest at least 80% of its assets in the securities of its underlying index and ADRs based on securities of such underlying index. The Fund uses a representative sampling indexing strategy to manage the index.  

•  Currency Risk

•  Custody Risk

•  European Economic Risk

•  Issuer Risk

•  Lack of Natural Resources Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance on Exports Risk

•  Risk of Uncertainty of European Union

•  Security Risk

•  Trading Risk

iShares MSCI Sweden Index Fund   The Fund seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the Swedish market, as measured by the MSCI Sweden Index.   The fund will at all times invest at least 80% of its assets in the securities of its underlying index and ADRs based on securities of such underlying index. The Fund uses a representative sampling indexing strategy to manage the index.  

•  Commodity Exposure Risk

•  Currency Risk

•  Custody Risk

•  European Economic Risk

•  Issuer Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

•  Reliance on Exports Risk

•  Security Risk

•  Structural Risk

•  Trading Risk

iShares S&P/TOPIX 150 Index Fund   Seeks investment results that correspond generally to the price and yield performance of the Standard & Poor’s/TOPIX 150 Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The underlying index includes 150 highly liquid securities selected from each major sector of the Tokyo market. The fund uses a representative sampling strategy to try to track the index.  

•  Geographic Risk

•  Legal Enforcement Risk

•  Non-Diversification Risk

 

 

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ETF  

Investment

Objective

  Principal
Investment Strategy
  Principal
Investment Risks
iShares ® Morningstar Mid Core Index Fund   Seeks investment results that correspond generally to the price and yield performance of the Morningstar Mid Core Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the Index.  

•  Concentration Risk

•  Mid-Cap Company Risk

iShares ® Morningstar Mid Growth Index Fund   Seeks investment results that correspond generally to the price and yield performance of the Morningstar Mid Growth Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the Index.  

•  Concentration Risk

•  Growth Investing Risk

•  Mid-Cap Company Risk

iShares ® Morningstar Mid Value Index Fund   Seeks investment results that correspond generally to the price and yield performance of the Morningstar Mid Value Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the Index.  

•  Concentration Risk

•  Mid-Cap Company Risk

•  Value Investing Risk

iShares ® Russell Midcap Index Fund   Seeks investment results that correspond generally to the price and yield performance of the Russell Midcap Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the Index. The index represents the 800 smallest companies in the Russell 1000 Index.  

•  Concentration Risk

•  Mid-Cap Company Risk

iShares ® Russell Midcap Growth Index Fund   Seeks investment results that correspond generally to the price and yield performance of the Russell Midcap Growth Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the Index. The index represents approximately 54% of the total market value of the Russell Midcap Index.  

•  Concentration Risk

•  Mid-Cap Company Risk

•  Growth Investing Risk

 

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Information Regarding the Underlying ETFs (continued)

 

ETF  

Investment

Objective

  Principal
Investment Strategy
  Principal
Investment Risks
iShares ® Russell Midcap Value Index Fund   Seeks investment results that correspond generally to the price and yield performance of the Russell Midcap Value Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the Index. The index represents approximately 46% of the total market value of the Russell Midcap Index.  

•  Concentration Risk

•  Mid-Cap Company Risk

•  Value Investing Risk

iShares ® S&P MidCap 400 Index Fund   Seeks investment results that correspond generally to the price and yield performance of the Standard & Poor’s MidCap 400 Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the Index.  

•  Concentration Risk

•  Mid-Cap Company Risk

iShares ® S&P MidCap 400 Growth Index Fund   Seeks investment results that correspond generally to the price and yield performance of the S&P MidCap 400/Citigroup Growth Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the Index.  

•  Concentration Risk

•  Mid-Cap Company Risk

•  Growth Investing Risk

iShares ® S&P MidCap 400 Value Index Fund   Seeks investment results that correspond generally to the price and yield performance of the S&P MidCap 400/Citigroup Value Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the Index.  

•  Concentration Risk

•  Mid-Cap Company Risk

•  Value Investing Risk

 

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ETF  

Investment

Objective

  Principal
Investment Strategy
  Principal
Investment Risks
iShares ® NYSE 100 Index Fund   Seeks investment results that correspond generally to the price and yield performance of the NYSE U.S. 100 Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the Index. The index measures the performance of the largest 100 U.S. companies, based on market capitalization, listed on the NYSE.  

•  Concentration Risk

iShares ® Russell 1000 Index Fund   Seeks investment results that correspond generally to the price and yield performance of the Russell 1000 Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the Index. The index represents the approximately 1,000 largest companies in the Russell 3000 Index.    
iShares ® Russell 1000 Growth Index Fund   Seeks investment returns that correspond generally to the price and yield performance of the Russell 1000 Growth Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the Index. The index represents approximately 51% of the total market value of the Russell 1000 Index.  

•  Growth Investing Risk

•  Non-Diversification Risk

iShares ® Russell 1000 Value Index Fund   Seeks investment results that correspond generally to the price and yield performance of the Russell 1000 Value Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the Index. The index represents approximately 50% of the total market value of the Russell 1000 Index.  

•  Value Investing Risk

 

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Information Regarding the Underlying ETFs (continued)

 

ETF  

Investment

Objective

  Principal
Investment Strategy
  Principal
Investment Risks
iShares ® S&P 500 Index Fund   Seeks investment results that correspond generally to the price and yield performance of the Standard & Poor’s 500 Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the Index. The index measures the performance of the large-capitalization sector of the U.S. equity market.    
iShares ® S&P 500 Growth Index Fund   Seeks investment results that correspond generally to the price and yield performance of the S&P 500/Citigroup Growth Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the Index.  

•  Growth Investing Risk

•  Non-Diversification Risk

iShares ® S&P 500 Value Index Fund   Seeks investment results that correspond generally to the price and yield performance of the S&P 500/Citigroup Value Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the Index.  

•  Value Investing Risk

iShares ® S&P 100 Index Fund   Seeks investment results that correspond generally to the price and yield performance of the Standard & Poor’s 100 Index.   The fund uses a representative sampling strategy in seeking to track the Index. The index measures the performance of a subset of the S&P 500 Index consisting of blue chip stocks from diverse industries.  

•  Non-Diversification Risk

iShares ® Morningstar Large Core Index Fund   Seeks investment results that correspond generally to the price and yield performance of the Morningstar Large Core Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the Index.  

•  Concentration Risk

•  Non-Diversification Risk

 

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Information Regarding the Underlying ETFs (continued)

 

ETF  

Investment

Objective

  Principal
Investment Strategy
  Principal
Investment Risks
iShares Morningstar Large Growth Index Fund   Seeks investment results that correspond generally to the price and yield performance of the Morningstar Large Growth Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the index.  

•  Concentration Risk

•  Growth Investing Risk

•  Non-Diversification Risk

iShares Morningstar Large Value Index Fund   Seeks investment results that correspond generally to the price and yield performance of the Morningstar Large Value Index.   The fund generally invests at least 90% of its assets in the securities of its underlying index or ADRs or other depositary receipts representing securities in such underlying index. The fund uses a representative sampling strategy in seeking to track the index.  

•  Concentration Risk

•  Non-Diversification Risk

•  Value Investing Risk

iShares Dow Jones U.S. Healthcare Sector Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the Dow Jones U.S. Health Care Index.   The Fund uses a representative sampling strategy to try to track the index.  

•  Concentration Risk

•  Healthcare Sector Risk

•  Issuer Risk

•  Non-Diversification Risk

•  Small-Capitalization Companies Risk

iShares Dow Jones U.S. Oil Equipment & Services Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the Dow Jones U.S. Select Oil Equipment and Services Index.   The Fund uses a representative sampling strategy to try to track the index.  

•  Concentration Risk

•  Issuer Risk

•  Non-Diversification Risk

•  Oil Equipment and Services Sector Risk

•  Small-Capitalization Companies Risk

iShares S&P North American Technology Sector Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the S&P North American Technology Sector Index .   The Fund uses a representative sampling strategy to try to track the index.  

•  Concentration Risk

•  Non-Diversification Risk

•  Technology Sector Risk

iShares S&P North American Technology — Software Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the S&P North American Technology — Software Index .   The Fund uses a representative sampling strategy to try to track the index.  

•  Concentration Risk

•  Non-Diversification Risk

•  Technology Sector Risk

 

iShares ® is a registered trademark of Barclays Global Investors, N.A. (“BGI”). Neither BGI nor the iShares ® Funds make any representations regarding the advisability of investing in any of the funds listed above.

 

 

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4. Management of the Trust

 

 

 

This section gives you information on the Trust, the Manager and the Advisers for the Portfolios. More detailed information concerning each of the Advisers and portfolio managers is included in the description for each Portfolio in the section “About the Investment Portfolios.”

 

The Trust

 

The Trust is organized as a Delaware statutory trust and is registered with the SEC as an open-end management investment company. The Trust’s Board of Trustees is responsible for the overall management of the Trust and the Portfolios. The Trust issues shares of beneficial interest that are currently divided among sixty-nine (69) Portfolios, each of which has authorized Class IA and Class IB shares. This Prospectus describes the Class IA and Class IB shares of fifty-six (56) Portfolios. Each Portfolio has its own objective, investment strategies and risks, which have been previously described in this Prospectus.

 

The Manager

 

AXA Equitable, through its AXA Funds Management Group unit (the “Manager”), 1290 Avenue of the Americas, New York, New York 10104, currently serves as the Manager of the Trust. AXA Equitable is a wholly owned subsidiary of AXA Financial, Inc., a subsidiary of AXA, a French insurance holding company.

 

The Manager has a variety of responsibilities for the general management and administration of the Trust and the Portfolios. With respect to the PLUS Portfolios, the Manager is responsible for, among other things, determining the asset allocation range for the Portfolios, selecting and monitoring the Advisers for the Portfolios, advising the ETF Allocated Portions of the Portfolios (including selecting Underlying ETFs in which the Portfolios invest) and ensuring that asset allocations are consistent with the guidelines that have been approved by the Board. With respect to the Trust’s other Portfolios, the Manager’s management responsibilities include the selection and monitoring of Advisers for the Portfolios.

 

The Manager plays an active role in monitoring each Portfolio (or portion thereof) and Adviser and uses portfolio analytics systems to strengthen its evaluation of performance, style, risk levels, diversification and other criteria. The Manager also monitors each Adviser’s portfolio management team to determine whether its investment activities remain consistent with the Portfolios’ or portion thereof’s investment style and objectives.

 

Beyond performance analysis, the Manager monitors significant changes that may impact the Adviser’s overall business. The Manager monitors continuity in the Adviser’s operations and changes in investment personnel and senior management. The Manager performs due diligence reviews with each Adviser no less frequently than annually.

 

The Manager obtains detailed, comprehensive information concerning Portfolio (or portion thereof) and Adviser performance and Portfolio (or portion thereof) operations that is used to supervise and monitor the Advisers and the Portfolio (or portion thereof) operations. A team is responsible for conducting ongoing investment reviews with each Adviser and for developing the criteria by which Portfolio (or portion thereof) performance is measured.

 

The Manager selects Advisers from a pool of candidates, including its affiliates, to manage the Portfolios (or portions thereof). The Manager may appoint, dismiss and replace Advisers and amend advisory agreements subject to the approval of the Trust’s Board of Trustees. The Manager also may allocate a Portfolio’s assets to additional Advisers subject to the approval of the Trust’s Board of Trustees and has discretion to allocate each Portfolio’s assets among a Portfolio’s current Advisers. The Manager recommends Advisers for each Portfolio to the Trust’s Board of Trustees based upon its continuing quantitative and qualitative evaluation of each Adviser’s skills in managing assets pursuant to specific investment styles and strategies. Short-term investment performance, by itself, is not a significant factor in selecting or terminating an Adviser, and the Manager does not expect to recommend frequent changes of Advisers.

 

The Manager has received an exemptive order from the SEC to permit it and the Trust’s Board of Trustees to appoint, dismiss and replace Advisers and to amend the advisory agreements between the Manager and the Advisers without obtaining shareholder approval. Accordingly, the Manager is able, subject to the approval of the Trust’s Board of Trustees, to appoint, dismiss and replace Advisers and to amend advisory agreements without obtaining shareholder approval. If a new Adviser is retained for a Portfolio, shareholders will receive notice of such action. However, the Manager may not enter into an advisory agreement with an Affiliated Adviser, such as AllianceBernstein L.P. or AXA Rosenberg Investment Management LLC, unless the advisory agreement with the Affiliated Adviser, including compensation, is also approved by the affected Portfolio’s shareholders.

 

Management Fees

 

Each Portfolio pays a fee to the Manager for management services. The table below shows the annual rate of the management fees (as a percentage of each Portfolio’s average daily net assets) that the Manager received in 2008 for managing each of the Portfolios included in the table and the rate of the management fees waived by the Manager in 2008 in accordance with the provisions of the Expense Limitation Agreement, as defined below, between the Manager and the Trust with respect to certain of the Portfolios.

 

Management Fees Paid by the Portfolios in 2008

 

Portfolios    Annual
Rate
Received
   Rate of Fees
Waived and
Expenses
Reimbursed

EQ/AllianceBernstein Common Stock

           %    N/A

EQ/AllianceBernstein International

   %            %

EQ/AllianceBernstein Small Cap Growth

   %    N/A   

EQ/Ariel Appreciation II

   %          %

 

EQ Advisors Trust   Management of the Trust   187


 

Portfolios    Annual
Rate
Received
   Rate of Fees
Waived and
Expenses
Reimbursed

EQ/AXA Rosenberg Value Long/Short Equity

   %    0.00%

EQ/AXA Franklin Income Core

   %          %

EQ/AXA Franklin Small Cap Value Core

   %          %

EQ/AXA Mutual Shares Core

   %          %

EQ/AXA Templeton Growth Core

   %          %

EQ/BlackRock Basic Value Equity

   %    0.00%

EQ/BlackRock International Value

   %    0.00%

EQ/Bond Index

   %          %

EQ/Boston Advisors Equity Income

   %          %

EQ/Calvert Socially Responsible

   %          %

EQ/Capital Guardian Growth

   %          %

EQ/Capital Guardian Research

   %          %

EQ/Caywood-Scholl High Yield Bond

   %          %

EQ/Core Bond Index

   %    0.00%

EQ/Davis New York Venture

   %    0.00%

EQ/Equity 500 Index

   %    N/A   

EQ/Evergreen Omega

   %    0.00%

EQ/Focus PLUS

   %          %

EQ/GAMCO Mergers and Acquisitions

   %    0.00%

EQ/GAMCO Small Company Value

   %    0.00%

EQ/Global Bond PLUS

   %          %

EQ/Global Multi-Sector Equity

   %          %

EQ/Government Securities

   %    0.00%

EQ/Intermediate Government
Bond Index

   %    N/A

EQ/International Core PLUS

   %          %

EQ/International Growth

   %    0.00%

EQ/JPMorgan Value Opportunities

   %          %

EQ/Large Cap Core PLUS

   %          %

EQ/Large Cap Growth Index

   %    %

EQ/Large Cap Growth PLUS

   %          %

EQ/Large Cap Value Index

   %          %

EQ/Large Cap Value PLUS

   %    %

EQ/Long Term Bond

   %    0.00%

EQ/Lord Abbett Growth and Income

   %          %

EQ/Lord Abbett Large Cap Core

   %          %

EQ/Lord Abbett Mid Cap Value

   %          %

EQ/Marsico Focus

   %          %

EQ/Mid Cap Index

   %          %

EQ/Mid Cap Value PLUS

   %          %

EQ/Money Market

   %    N/A   

EQ/Montag & Caldwell Growth

   %    N/A   

EQ/Mutual Shares

   %          %

EQ/Oppenheimer Global

   %          %

EQ/Oppenheimer Main Street Opportunity

   %          %

EQ/Oppenheimer Main Street Small Cap

   %          %

EQ/PIMCO Real Return

   %          %

EQ/Quality Bond PLUS

         %    N/A   

EQ/Short Duration Bond

   %    0.00%

EQ/Small Company Index

   %    0.00%

EQ/T. Rowe Price Growth Stock

   %          %

EQ/UBS Growth and Income

   %          %

EQ/Van Kampen Comstock

   %          %

EQ/Van Kampen Mid Cap Growth

   %          %

EQ/Van Kampen Real Estate

   %    %

 

During fiscal year 2008, the Manager agreed to reduce the contractual management fees for certain Portfolios. The following table shows the contractual rate of the management fees (as a percentage of the Portfolio’s average daily net assets) payable by the EQ/AllianceBernstein Common Stock Portfolio, EQ/Large Cap Growth Index Portfolio, EQ/Large Cap Value Index Portfolio and EQ/Mid Cap Index Portfolio.

 

Portfolio    Management Fee

EQ/AllianceBernstein Common Stock

   0.350%

EQ/Large Cap Growth Index

   0.350%

EQ/Large Cap Value Index

   0.350%

EQ/ Mid Cap Index

   0.350%

 

The following table shows the contractual rate of the management fees (as a percentage of the Portfolio’s average daily net assets) payable by the Portfolios listed.

 

Portfolio  

First

$2 Billion

 

Next

$1 Billion

 

Next

$3 Billion

 

Next

$5 Billion

  Thereafter

EQ/Large Cap Value PLUS

  0.500%   0.450%   0.425%   0.400%   0.375%
       First
$4 Billion
   Next
$4 Billion
   Thereafter

EQ/Quality Bond PLUS

   0.400%    0.380%    0.360%

 

Effective May 1, 2009, the Manager agreed to reduce the contractual management fees for certain Portfolios. The following table shows the contractual rate of the management fees (as a percentage of the Portfolio’s average daily net assets) payable by the Portfolios listed in the table.

 

Portfolio  

First

$1 Billion

 

Next

$1 Billion

 

Next

$3 Billion

 

Next

$5 Billion

 

Thereafter

EQ/AXA Franklin Income Core

  0.650%   0.600%   0.575%   0.550%   0.525%

EQ/AXA Templeton Growth Core

  0.700%   0.650%   0.625%   0.600%   0.575%

EQ/AXA Mutual Shares Core

  0.700%   0.650%   0.625%   0.600%   0.575%

EQ/AXA Franklin Small Cap Value Core

  0.700%   0.650%   0.625%   0.600%   0.575%

EQ/AXA Global Multi-Sector Equity

  0.750%   0.700%   0.675%   0.650%   0.625%

 

Portfolio  

First

$2 Billion

 

Next

$1 Billion

 

Next

$3 Billion

 

Next

$5 Billion

 

Thereafter

EQ/Focus Plus

  0.500%   0.450%   0.425%   0.400%   0.375%
     

First

$4 Billion

 

Next

$4 Billion

              Thereafter

Global Bond PLUS

  0.550%   0.530%       0.510%

 

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The Advisers are paid by the Manager. Changes to the advisory fees may be negotiated, which could result in an increase or decrease in the amount of the management fee retained by the Manager, without shareholder approval.

 

AXA Equitable also currently serves as the Administrator of the Trust. The administrative services provided to the Trust by AXA Equitable include, among others, coordination of the Trust’s audit, financial statements and tax returns; expense management and budgeting; legal administrative services and compliance monitoring; portfolio accounting services, including daily net asset value accounting; operational risk management; and oversight of the Trust’s proxy voting policies and procedures and anti-money laundering program. For administrative services, in addition to the management fee, each Portfolio, except certain excluded Portfolios, pays AXA Equitable an annual fee of $30,000 plus its proportionate share of an asset-based administration fee for the Trust. The Trust’s asset-based administration fee is equal to an annual rate of 0.12% of the first $3 billion of total Trust average daily net assets (exclusive of certain Portfolios noted below), 0.11% of the next $3 billion, 0.105% of the next $4 billion, 0.10% of the next $20 billion and 0.0975% thereafter. The excluded Portfolios are: All Asset Allocation Portfolio, EQ/Franklin Templeton Founding Strategy Portfolio, the Crossings Allocation Portfolios the EQ/AXA Franklin Income Core Portfolio, the EQ/AXA Franklin Small Cap Value Core Portfolio, the EQ/AXA Mutual Shares Core Portfolio, the EQ/AXA Mutual Shares Core Portfolio, the EQ/AXA Templeton Growth Core Portfolio, the EQ/Global Multi-Sector Equity Portfolio, and the PLUS Portfolios. Each of the excluded portfolios, other than the PLUS Portfolios, pays AXA Equitable an annual fee of 0.15% of the Portfolio’s average daily net assets, plus $35,000. Each PLUS Portfolio pays AXA Equitable an annual fee of 0.15% of the Portfolio’s average daily net assets, plus $35,000 and an additional $35,000 for each portion of the Portfolio for which separate administrative services are provided ( e.g. , portions of a Portfolio allocated to separate Advisers and/or managed in a discrete style).

 

A discussion of the basis for the decision by the Trust’s Board of Trustees to approve the investment management agreements with AXA Equitable and the investment advisory agreements with the Advisers with respect to the Portfolios is available in the Trust’s Annual Report to Shareholders for the fiscal year ended December 31, 2008.

 

Expense Limitation Agreement

 

In the interest of limiting through April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) the expenses of each Portfolio listed in the following table, the Manager has entered into an expense limitation agreement with the Trust with respect to those Portfolios (“Expense Limitation Agreement”). Pursuant to that Expense Limitation Agreement, the Manager has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolios listed below so that the annual operating expenses of each Portfolio (other than interest, taxes, brokerage commissions, fees and expenses of other investment companies in which a Portfolio invests, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course of each Portfolio’s business) do not exceed the following respective expense ratios:

 

Expense Limitation Provisions

 

      Total Expenses Limited to
(% of daily net assets)
Portfolios   Class IA
Shares
   Class IB
Shares

EQ/AllianceBernstein International

  0.90%    1.15%

EQ/Ariel Appreciation II

  0.90%    1.15%

EQ/AXA Franklin Income Core

  %    %

EQ/AXA Franklin Small Cap Value Core

  %    %

EQ/AXA Mutual Shares Core

  %    %

EQ/AXA Rosenberg Value Long/Short Equity*

  1.74%    1.99%

EQ/AXA Templeton Growth Core

  %    %

EQ/BlackRock International Value

  1.05%    1.30%

EQ/Bond Index

  0.45%    0.70%

EQ/Boston Advisors Equity Income

  0.80%    1.05%

EQ/Calvert Socially Responsible

  0.90%    1.15%

EQ/Capital Guardian Growth

  0.70%    0.95%

EQ/Capital Guardian Research

  0.72%    0.97%

EQ/Caywood-Scholl HighYield Bond

  0.80%    1.05%

EQ/Evergreen Omega

  0.90%    1.15%

EQ/Focus PLUS

  %    %

EQ/Government Securities

  0.75%    1.00%

EQ/International Core PLUS

  0.85%    1.10%

EQ/JPMorgan Value Opportunities

  0.75%    1.00%

EQ/Large Cap Core PLUS

  0.75%    1.00%

EQ/Large Cap Growth Index

  0.80%    1.05%

EQ/Large Cap Growth PLUS

  0.75%    1.00%

EQ/Large Cap Value Index

  0.75%    1.00%

EQ/Large Cap Value PLUS

  0.75%    1.00%

EQ/Lord Abbett Growth and Income

  0.75%    1.00%

EQ/Lord Abbett Large Cap Core

  0.75%    1.00%

EQ/Lord Abbett Mid Cap Value

  0.80%    1.05%

EQ/Mid Cap Index

  0.85%    1.10%

EQ/Mid Cap Value PLUS

  0.80%    1.05%

EQ/Montag & Caldwell Growth

  0.95%    1.20%

EQ/Oppenheimer Global

  1.10%    1.35%

EQ/Oppenheimer Main Street Opportunity

  1.05%    1.30%

EQ/Oppenheimer Main Street Small Cap

  1.05%    1.30%

EQ/PIMCO Real Return

  0.70%    0.95%

EQ/ T.Rowe Price Growth Stock

  0.95%    1.20%

EQ/UBS Growth and Income

  0.80%    1.05%

EQ/Van Kampen Comstock

  0.75%    1.00%

EQ/Van Kampen MidCap Growth

  0.85%    1.10%

EQ/Van Kampen Real Estate

  1.01%    1.26%
*   Reflects contractual limitations by the Manager to waive and/or bear certain expenses, excluding dividends and interest on securities sold short.

 

The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years (or five years for certain Portfolios, as indicated by a “†” in the above table) of the payment or waiver being

 

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made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. If the actual expense ratio is less than the expense cap and the Manager has recouped any eligible previous payments made, the Portfolio will be charged such lower expenses.

 

Legal Proceedings Relating to the Advisers

 

AllianceBernstein L.P.

 

Material Litigation and Regulatory Matters

 

All aspects of AllianceBernstein L.P.’s (“AllianceBernstein” and “the firm”) business are subject to various federal and state laws and regulations, and to laws in foreign countries in which AllianceBernstein’s subsidiaries conduct business. Accordingly, from time to time, regulators contact AllianceBernstein seeking information concerning the firm and its business activities. At any given time, AllianceBernstein is also a party to civil lawsuits.

 

Please see below for details on current material litigation against AllianceBernstein and material regulatory matters involving AllianceBernstein:

 

Pending Litigation

 

1. Market Timing Litigation.  On October 2, 2003, a complaint ( Hindo v. Alliance Capital Management L.P., et al. ) was filed in federal court in New York alleging that AllianceBernstein and numerous other defendants entered into agreements under which certain parties were permitted to engage in “late trading” and “market timing” transactions in certain firm-sponsored mutual funds in violation of the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”) and the Investment Advisers Act of 1940. Hindo further alleges that the prospectuses for certain of these funds were false and misleading. Numerous additional lawsuits making factual allegations generally similar to those in Hindo were later filed in federal and state court, including a lawsuit by the State of West Virginia. In February 2004, all of the pending actions were transferred to the United States District Court for the District of Maryland. In September 2004, plaintiffs filed consolidated amended class action complaints with respect to four types of claim against the firm and other defendants — mutual fund shareholder claims, mutual fund derivative claims, ERISA claims by participants in the firm’s profit sharing plan, and derivative claims brought on behalf of AllianceBernstein Holding L.P. In general terms, these lawsuits allege facts similar to those in the Hindo complaint, and assert claims under the Securities Act and Exchange Act, as well as claims under the 1940 Act, the Employee Retirement Income Security Act of 1974 and common law. They seek unspecified damages. AllianceBernstein has moved to dismiss the consolidated complaints.

 

On April 21, 2006, the firm and attorneys for plaintiffs entered into a confidential memorandum of understanding containing their agreement to settle the claims in the mutual fund shareholder, mutual fund derivative and ERISA actions. The agreement will be documented by a stipulation of settlement and will be submitted for court approval at a later date. AllianceBernstein and the other defendants in these actions continue to vigorously defend against any remaining and/or unsettled claims.

 

* * *

 

At the present time, AllianceBernstein is unable to predict the outcome or estimate a possible loss or range of loss in respect of the foregoing matters because of the inherent uncertainty regarding the outcome of complex litigation.

 

With respect to all significant litigation matters, AllianceBernstein conducts a probability assessment of the likelihood of a negative outcome. If the likelihood of a negative outcome is probable, and the amount of the loss can be reasonably estimated, AllianceBernstein records an estimated loss for the expected outcome of the litigation as required by Statement of Financial Accounting Standards No. 5 (“SFAS No. 5”), “ Accounting for Contingencies ”, and Financial Accounting Standards Board (“FASB”) Interpretation No. 14, “ Reasonable Estimation of the Amount of a Loss — an interpretation of FASB Statement No. 5 ”.

 

If the likelihood of a negative outcome is reasonably possible and AllianceBernstein is able to indicate an estimate of the possible loss or range of loss, AllianceBernstein discloses that fact together with the estimate of the possible loss or range of loss. However, it is difficult to predict the outcome or estimate a possible loss or range of loss because litigation is subject to significant uncertainties, particularly when plaintiffs allege substantial or indeterminate damages, or when the litigation is highly complex or broad in scope.

 

Pending Regulatory Matters

 

1. Mutual Fund Trading Matters.  Certain regulatory authorities, including the SEC and the Office of the New York State Attorney General (“NYAG”), are investigating practices in the mutual fund industry identified as “market timing” and “late trading” of mutual fund shares and have requested that the firm provide information to them. Our firm has cooperated and will continue to cooperate with all of these authorities.

 

On December 18, 2003, the firm reached terms with the SEC for the resolution of regulatory claims against Alliance Capital Management L.P. with respect to market timing. The SEC Order reflecting the agreement found that the firm maintained relationships with certain investors who were permitted to engage in market timing trades in certain domestic mutual funds sponsored by the firm in return for or in connection with making investments (which were not actively traded) in other firm products, including hedge funds and mutual funds, for which it receives advisory fees (“Market Timing Relationships”). The Order also stated that the SEC determined to accept an Offer of Settlement

 

190   Management of the Trust   EQ Advisors Trust


 

submitted by Alliance Capital Management L.P. The firm concurrently reached an agreement in principle with the NYAG which was subject to final, definitive documentation. That documentation, titled the Assurance of Discontinuance, is dated September 1, 2004.

 

Under both the SEC Order and the NYAG agreement, the firm must establish a $250 million fund to compensate fund shareholders for the adverse effect of market timing. Of the $250 million fund, the Agreements characterize $150 million as disgorgement and $100 million as a penalty. The Agreement with the NYAG requires a weighted average reduction in fees of 20% with respect to investment advisory agreements with AllianceBernstein-sponsored U.S. long-term open-end retail mutual funds for a minimum of five years, which commenced January 1, 2004. The terms of the agreements also call for the formation of certain compliance and ethics committees and the election of independent chairman to mutual fund boards, among other things.

 

On February 10, 2004, AllianceBernstein received (i) a subpoena duces tecum from the Office of the Attorney General of the State of West Virginia and (ii) a request for information from West Virginia’s Office of the State Auditor, Securities Commission (“West Virginia Securities Commission”) (together, the “Information Requests”). Both Information Requests require AllianceBernstein to produce documents concerning, among other things, any market timing or late trading in our sponsored mutual funds. AllianceBernstein responded to the Information Requests and are cooperating fully with the investigation.

 

On August 30, 2005, the deputy commissioner of securities of the West Virginia Securities Commission signed a “Summary Order to Cease and Desist, and Notice of Right to Hearing” addressed to Alliance Capital Management L.P. and Alliance Capital Management Holding L.P. The Summary Order claims that the firms violated the West Virginia Uniform Securities Act, and makes factual allegations generally similar to those in the Hindo Complaint. On January 25, 2006, AllianceBernstein and several unaffiliated firms filed a Petition for Writ of Prohibition and Order Suspending Proceedings in West Virginia state court, seeking to vacate the Summary Order and for other relief. The court denied the writ and in September 2006 the Supreme Court of Appeals declined our petition for appeal. On September 22, 2006, AllianceBernstein filed an answer and motion to dismiss the Summary Order with the Securities Commissioner. AllianceBernstein intends to vigorously defend against the allegations in the Summary Order.

 

2. On September 16, 2005, the SEC issued a Wells notice to the firm claiming that it aided and abetted violations of Section 19(a) of the 1940 Act by the Alliance All-Market Advantage Fund and the Spain Fund. The notice alleged that the funds did not, under Section 19(a), provide the required disclosure of the character of dividend distributions. The funds revised their dividend disclosures in 2004 in response to the SEC’s review of this matter and the firm believes that the disclosures now fully comply with Section 19(a). The firm has reached an agreement in principle with the SEC to resolve this matter, and has recorded a $450,000 earnings charge in connection therewith.

 

A discussion of material litigation and regulatory matters also is contained in AllianceBernstein’s Form 10-K for the year ended December 31, 2005, and Form 10-Q for the quarter ended September 30, 2006. If you would like additional information concerning any of these matters, or any other matters, please let us know.

 

Caywood-Scholl Capital Management LLC (“Caywood-Scholl”)

 

A number of affiliates of Caywood-Scholl have been named as defendants in various lawsuits and regulatory proceedings alleging improper “market timing” and “revenue sharing” arrangements. The “market timing” actions generally allege that the defendants allowed broker-dealers, hedge funds and investment advisers to engage in frequent trading of various open-end funds advised or distributed by the defendants in violation of the funds stated restrictions on “market timing” or that the defendants failed to disclose such alleged arrangements to the funds’ shareholders. The revenue sharing actions generally allege that fund assets were inappropriately used to pay brokers to promote the funds, including directing fund brokerage transactions to such brokers, and that such alleged arrangements were not fully disclosed to shareholders.

 

Although Caywood-Scholl has never been named as a defendant in any such proceeding, under Section 9(a) of the 1940 Act, if any of the various regulatory proceedings or lawsuits were to result in a court injunction against any of the named defendants, they and their affiliates (including Caywood-Scholl) would, in the absence of exemptive relief granted by the SEC, be barred from serving as an investment adviser for any registered investment company. If a court injunction were issued against an affiliate of Caywood-Scholl in any proceeding, Caywood-School would seek exemptive relief under Section 9(c) with respect to that proceeding, although there is no assurance that such exemptive relief would be granted.

 

Caywood-Scholl was recently served in an adversary proceeding brought by the Official Committee of Asbestos Claimants of G-I Holdings, Inc. in G-I Holdings, Inc.’s bankruptcy in the District of New Jersey. The plaintiff seeks to recover for the bankruptcy estate assets that were transferred by the predecessor entity of G-I Holdings, Inc. to a wholly-owned subsidiary in 1994. The subsidiary has since issued notes, of which certain clients of Caywood-Scholl and Caywood-Scholl itself are alleged to be holders. The complaint alleges that in 2000, more than two hundred noteholders were granted a second priority lien on the assets of the subsidiary in exchange for their consent to a refinancing transaction and the granting of a first priority lien to the lending banks. The plaintiff is seeking invalidation of the lien in favor of the noteholders and/or the value of the lien.

 

It is possible that these matters and/or other developments resulting from these matters could result in increased Portfolio redemptions or other adverse consequences to the Portfolio. However, Caywood-Scholl

 

EQ Advisors Trust   Management of the Trust   191


 

believes that these matters are not likely to have a material adverse effect on the Portfolio or on Caywood-Scholl’s ability to perform its investment advisory services relating to the Portfolio.

 

The foregoing speaks only as of the date of this prospectus. While there may be additional litigation or regulatory developments in connection with the matters discussed above, the foregoing disclosure of litigation and regulatory matters will be updated if those developments are material.

 

Evergreen Investment Management Company LLC (“EIMC”)

 

The Evergreen funds, Evergreen Investment Management Company, LLC (“EIMC”) and certain of EIMC’s affiliates are involved in various legal actions, including private litigation and class action lawsuits. In addition, certain Evergreen funds, EIMC and certain of EIMC’s affiliates are currently, and may in the future be, subject to regulatory inquiries and investigations.

 

The SEC and the Secretary of the Commonwealth, Securities Division, of the Commonwealth of Massachusetts are conducting separate investigations of EIMC and Evergreen Investment Services, Inc., an affiliate of EIMC and the principal underwriter for the Evergreen funds, concerning alleged issues surrounding the drop in net asset value of the Evergreen Ultra Short Opportunities Fund (the “Ultra Short Fund”) in May and June 2008. In addition, three purported class actions have been filed in the U.S. District Court for the District of Massachusetts relating to the same events; defendants include various Evergreen entities and Evergreen Fixed Income Trust and its Trustees. The cases generally allege that investors in the Ultra Short Fund suffered losses as a result of (i) misleading statements in Ultra Short Fund’s prospectus, (ii) the failure to accurately price securities in the Ultra Short Fund at different points in time and (iii) the failure of the Ultra Short Fund’s risk disclosures and description of its investment strategy to inform investors adequately of the actual risks of the fund.

 

EIMC does not expect that any of the legal actions, inquiries or investigations currently pending or threatened will have a material adverse impact on the EQ/Evergreen Omega Portfolio or the EQ/Evergreen International Bond Portfolio. Any publicity surrounding or resulting from any legal actions or regulatory inquiries involving EIMC or its affiliates or any of the Evergreen funds could result in reduced sales or increased redemptions of Portfolio shares, which could increase Portfolio fund transaction costs or operating expenses or have other adverse consequences on the Portfolios.

 

Franklin Advisory Services, LLC, Franklin Mutual Advisers, LLC, Franklin Advisers, Inc. and Templeton Global Advisors Limited

 

In 2003 and 2004, multiple lawsuits were filed against Franklin Resources, Inc., and certain of its investment adviser subsidiaries, among other defendants, alleging violations of federal securities and state laws and seeking, among other relief, monetary damages, restitution, removal of fund trustees, directors, investment managers, administrators, and distributors, rescission of management contracts and 12b-1 plans, and/or attorneys’ fees and costs. Specifically, the lawsuits claim breach of duty with respect to alleged arrangements to permit market timing and/or late trading activity, or breach of duty with respect to the valuation of the portfolio securities of certain Templeton funds managed by Franklin Resources, Inc. subsidiaries, allegedly resulting in market timing activity. The lawsuits are styled as class actions, or derivative actions on behalf of either the named funds or Franklin Resources, Inc. and have been consolidated for pretrial purposes along with hundreds of other similar lawsuits against other mutual fund companies. All of the Franklin Templeton Investments mutual funds that were named in the litigation as defendants have since been dismissed, as have the independent trustees to those funds.

 

Franklin Resources, Inc. previously disclosed these private lawsuits in its regulatory filings and on its public website. Any material updates regarding these matters will be disclosed in Franklin Resources, Inc.’s Form 10-Q or Form 10-K filings with the U.S. Securities and Exchange Commission.

 

Pacific Investment Management Company, LLC (“PIMCO”)

 

Since February 2004, PIMCO, Allianz Global Investors of America L.P. (“AGI”) (formerly known as Allianz Dresdner Asset Management of America L.P.) (PIMCO’s parent company), and certain of their affiliates, trustees, and employees of PIMCO have been named as defendants in eleven lawsuits filed in various jurisdictions. These lawsuits concern “market timing,” and they have been transferred to and consolidated for pre-trial proceedings in a multi-district litigation proceeding in the U.S. District Court for the District of Maryland. The lawsuits have been commenced as putative class actions on behalf of investors who purchased, held or redeemed shares during specified periods, or as derivative actions. These lawsuits seek, among other things, unspecified compensatory damages plus interest and in some cases, punitive damages, the rescission of investment advisory contracts, the return of fees paid under those contracts and restitution.

 

These actions generally allege that certain hedge funds were allowed to engage in “market timing” in certain funds and this alleged activity was not disclosed. Pursuant to tolling agreements dated January 14, 2005 entered into with the derivative and class action plaintiffs, PIMCO, certain trustees and employees of PIMCO who were previously named as defendants have all been removed as defendants in the market timing actions.

 

Two nearly identical class action civil complaints have been filed in August 2005, in the Northern District of Illinois Eastern Division, alleging that the plaintiffs each purchased and sold a 10-year Treasury note

 

192   Management of the Trust   EQ Advisors Trust


 

futures contract and suffered damages from an alleged shortage when PIMCO held both physical and futures positions in 10-year Treasury notes for its client accounts. The two actions have been consolidated into one action, and the two separate complaints have been replaced by a consolidated complaint. PIMCO is a named defendant to the consolidated action. PIMCO strongly believes the complaint is without merit and intends to vigorously defend itself.

 

In April 2006, certain registered investment companies and other funds managed by PIMCO were served in an adversary proceeding brought by the Official Committee of Asbestos Claimants of G-I Holdings, Inc. in G-I Holdings, Inc.’s bankruptcy in the District of New Jersey. In July 2004, PIMCO was named in this lawsuit and remains a defendant. The plaintiff seeks to recover for the bankruptcy estate assets that were transferred by the predecessor entity of G-I Holdings, Inc. to a wholly-owned subsidiary in 1994. The subsidiary has since issued notes, of which certain registered investment companies and other funds managed by PIMCO are alleged to be holders. The complaint alleges that in 2000, more than two hundred noteholders—including certain registered investment companies and other funds managed by PIMCO—were granted a second priority lien on the assets of the subsidiary in exchange for their consent to a refinancing transaction and the granting of a first priority lien to the lending banks. The plaintiff is seeking invalidation of the lien in favor of the noteholders and/or the value of the lien. On June 21, 2006, the District of New Jersey overturned the Bankruptcy Court’s decision granting permission to file the adversary proceeding and remanded the matter to the Bankruptcy Court for further proceedings. Following a motion to reconsider, the District Court upheld its remand on August 7, 2006, and instructed the Bankruptcy Court to conduct a “cost-benefit” analysis of the Committee’s claims, including the claims against the noteholders. The Bankruptcy Court held a status conference on October 25, 2006 and set a briefing schedule relating to this cost-benefit analysis. To date, no briefs have been filed. This matter is not expected to have a material adverse effect on either the relevant registered investment companies and other funds or PIMCO.

 

It is possible that these matters and/or other developments resulting from these matters could result in increased fund redemptions or other adverse consequences. However, PIMCO and AGID believe that these matters are not likely to have a material adverse effect on a fund or on PIMCO’s or AGID’s ability to perform their respective investment advisory or distribution services relating to the funds.

 

The foregoing speaks only as of the date of this prospectus. While there may be additional litigation or regulatory developments in connection with the matters discussed above, the foregoing disclosure of litigation and regulatory matters will be updated only if those developments are material.

 

EQ Advisors Trust   Management of the Trust   193


5. Fund distribution arrangements

 

 

 

The Trust offers two classes of shares on behalf of each Portfolio: Class IA shares and Class IB shares. AXA Advisors, LLC (“AXA Advisors”) and AXA Distributors, LLC (“AXA Distributors”) serve as the distributors for the Class IA and Class IB shares of the Trust. Both classes of shares are offered and redeemed at their net asset value without any sales load. AXA Advisors and AXA Distributors are affiliates of AXA Equitable. Both AXA Advisors and AXA Distributors are registered as broker-dealers under the Securities Exchange Act of 1934, as amended, and are members of the Financial Industry Regulatory Authority (“FINRA”).

 

The Trust has adopted a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act for the Trust’s Class IB shares. Under the Class IB Distribution Plan, the Class IB shares of the Trust are charged an annual fee to compensate each of the distributors for promoting, selling and servicing shares of the Portfolios. The annual fee equals 0.25% (subject to 0.50% maximum) of each Portfolio’s average daily net assets attributable to Class IB Shares. Because these fees are paid out of the Portfolio’s assets on an on going basis, over time, the fees will increase your cost of investing and may cost you more than other types of charges.

 

The distributors may receive payments from certain Advisers of the Portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the Contracts and/or the Advisers’ respective Portfolios. These sales meetings or seminar sponsorships may provide the Advisers with increased access to persons involved in the distribution of the Contracts. The distributors also may receive marketing support from the Advisers in connection with the distribution of the Contracts.

 

194   Fund distribution arrangements   EQ Advisors Trust


6. Buying and selling shares

 

 

 

All shares are purchased and sold at their net asset value without any sales load. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. The Portfolios reserve the right to suspend or change the terms of purchasing or selling shares.

 

The Trust may suspend the right of redemption for any period or postpone payment for more than seven days when the New York Stock Exchange is closed (other than a weekend or holiday) or when trading is restricted by the SEC or the SEC declares that an emergency exists. Redemptions may also be suspended and payments may be postponed for more than seven days during other periods permitted by the SEC. A Portfolio may pay the redemption price in whole or part by a distribution in kind of readily marketable securities in lieu of cash or may take up to seven days to pay a redemption request in order to raise capital, when it is detrimental for a Portfolio to make cash payments as determined in the sole discretion of AXA Equitable.

 

Frequent transfers or purchases and redemptions of Portfolio shares, including market timing and other program trading or short-term trading strategies, may be disruptive to the Portfolios. Excessive purchases and redemptions of shares of the Portfolio may adversely affect Portfolio performance and the interests of long-term investors by requiring the Portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a Portfolio may have to sell its holdings to have the cash necessary to redeem the market timer’s shares. This can happen when it is not advantageous to sell any securities, so the Portfolio’s performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a Portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of Portfolio shares may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to affect more frequent purchases and sales of portfolio securities. Similarly, a Portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. Portfolios (or underlying ETFs in which a Portfolio invests) that invest a significant portion of their assets in foreign securities ( e.g. EQ/AllianceBernstein International Portfolio, EQ/BlackRock International Value Portfolio, EQ/International Growth Portfolio, EQ/International Core PLUS Portfolio, EQ/Oppenheimer Global Portfolio, iShares MSCI Mexico Investable Market Index Fund), in securities of small- and mid-capitalization companies (e.g. EQ/AllianceBernstein Small Cap Growth Portfolio, EQ/Lord Abbett Mid Cap Value Portfolio, iShares Russell Midcap lndex Fund), or in high-yield securities ( e.g. EQ/Caywood-Scholl High Yield Bond Portfolio) tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than funds that do not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. market. Securities of small- and mid-capitalization companies and high-yield securities also present arbitrage opportunities because the market for such securities may be less liquid than the market for the securities of larger companies and higher quality bonds which could result in pricing inefficiencies.

 

The Trust’s Board of Trustees has adopted policies and procedures regarding disruptive transfer activity. The Trust and the Portfolios discourage frequent purchases and redemptions of portfolio shares by Contractholders and will not make special arrangements to accommodate such transactions in Portfolio shares. As a general matter, each Portfolio and the Trust reserve the right to reject a transfer that they believe, in their sole discretion is disruptive (or potentially disruptive) to the management of the Portfolio.

 

The Trust’s policies and procedures seek to discourage what it considers to be disruptive trading activity. The Trust seeks to apply its policies and procedures to all Contractholders uniformly, including omnibus accounts. It should be recognized, however, that such policies and procedures are subject to limitations:

 

 

They do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity.

 

 

The design of such policies and procedures involves inherently subjective judgments, which AXA Equitable, on behalf of the Trust, seeks to make in a fair and reasonable manner consistent with the interests of all Contractholders.

 

 

The limits on AXA Equitable’s ability to monitor certain potentially disruptive transfer activity means that some Contractholders may be treated differently than others, resulting in the risk that some Contractholders may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity.

 

If AXA Equitable, on behalf of the Trust, determines that a Contractholder’s transfer patterns among the Trust’s Portfolios are disruptive to the Trust’s Portfolios, it may, among other things, restrict the availability of personal telephone requests, facsimile transmissions, automated telephone services, internet services or any electronic transfer services. AXA Equitable may also refuse to act on transfer instructions of an agent acting under a power of attorney who is acting on behalf of more than one owner. In making these determinations, AXA Equitable may consider the combined transfer activity of Contracts that it believes are under common ownership, control or direction.

 

The Trust currently considers transfers into and out of (or vice versa) the same Portfolio within a five-business day period as potentially disruptive transfer activity. In order to reduce disruptive activity, it monitors the frequency of transfers, including the size of transfers in relation to portfolio assets, in each Portfolio. The Trust aggregates inflows and outflows for each Portfolio on a daily basis. When a potentially disruptive transfer into or out of a Portfolio occurs on a day when the Portfolio’s

 

195   Buying and selling shares   EQ Advisors Trust


 

net inflows and outflows exceed an established monitoring threshold, AXA Equitable sends a letter to the Contractholder explaining that there is a policy against disruptive transfer activity and that if such activity continues, AXA Equitable may take action to restrict the availability of voice, fax and automated transaction services. If such Contractholder is identified a second time as engaging in potentially disruptive transfer activity, AXA Equitable currently restricts the availability of voice, fax and automated transaction services. AXA Equitable currently applies such action for the remaining life of each affected Contract. Because AXA Equitable exercises discretion in determining whether or not to take the actions discussed above, some Contractholders may be treated differently than others, resulting in the risk that some Contractholders may be able to engage in frequent transfer activity while others will bear the effect of the frequent transfer activity. Although AXA Equitable currently provides a letter to Contractholders who have engaged in disruptive transfer activity of its intention to restrict access to communication services, AXA Equitable may not continue to provide such letters. Consistent with seeking to discourage potentially disruptive transfer activity, AXA Equitable or the Trust may also, in its sole discretion and without further notice, change what it considers potentially disruptive transfer activity and its monitoring procedures and thresholds, as well as change its procedures to restrict this activity. You should consult the Contract prospectus that accompanies this Prospectus for information on other specific limitations on the transfer privilege.

 

The above policies and procedures with respect to frequent transfers or purchases and redemptions of Portfolio shares also apply to retirement plan participants, but do not apply to AXA Equitable’s funds of funds.

 

Notwithstanding our efforts, we may be unable to detect or deter market timing activity by certain persons, which can lead to disruption of management of, and excess costs to, a particular Portfolio.

 

196   Buying and selling shares   EQ Advisors Trust


7. How portfolio shares are priced

 

 

 

“Net asset value” is the price of one share of a Portfolio without a sales charge, and is calculated each business day using the following formula:

 

Net Asset Value =   Total market value
of securities
  +   Cash and
other assets
    Liabilities
                             
  Number of outstanding shares        

 

The net asset value of Portfolio shares is determined according to this schedule:

 

 

A share’s net asset value is determined as of the close of regular trading on the New York Stock Exchange (“Exchange”) on the days the Exchange is open for trading. This is normally 4:00 p.m. Eastern Time.

 

 

The price for purchasing or redeeming a share will be based upon the net asset value next calculated after an order is received and accepted by a Portfolio or its designated agent.

 

 

A Portfolio heavily invested in foreign securities may have net asset value changes on days when shares cannot be purchased or sold because foreign securities sometimes trade on days when a Portfolio’s shares are not priced.

 

Generally, Portfolio securities are valued as follows:

 

 

Equity securities (including securities issued by ETFs) – most recent sales price or official closing price or if there is no sale or official closing price, latest available bid price.

 

 

Debt securities (other than short-term obligations) – based upon pricing service valuations.

 

 

Short-term obligations (with maturities of 60 days or less) – amortized cost (which approximates market value). All securities held in the EQ/Money Market Portfolio are valued at amortized cost.

 

 

Securities traded on foreign exchanges – most recent sales or bid price on the foreign exchange or market, unless a significant event or circumstance occurs after the close of that market or exchange that will materially affect its value. In that case, fair value as determined by or under the direction of the Trust’s Board of Trustees at the close of regular trading on the Exchange. Foreign currency is converted into U.S. dollar equivalent daily at current exchange rates.

 

 

Options – last sales price or, if not available, previous day’s sales price. If the bid price is higher or the asked price is lower than the last sale price, the higher bid or lower asked price may be used. Options not traded on an exchange or actively traded are valued according to fair value methods.

 

 

Futures – last sales price or, if there is no sale, latest available bid price.

 

 

Investment Company Securities – shares of open-end mutual funds (other than ETFs) held by a Portfolio will be valued at the net asset value of the shares of such funds as described in these funds’ prospectuses.

 

 

Other Securities – other securities and assets for which market quotations are not readily available or for which valuation cannot be provided are valued at their fair value as determined in good faith by or under the direction of the Board of Trustees of the Trust. For example, a security whose trading has been halted during the trading day may be fair valued based on the available information at the time of the close of the trading market. Similarly, securities for which there is no ready market (e.g., securities of certain small capitalization issuers and certain issuers located in emerging markets) also may be fair valued. Some methods for valuing these securities may include: fundamental analysis (earnings multiple, etc.), matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities.

 

The EQ/Money Market Portfolio seeks to maintain a constant net asset value per share of $1.00, but there can be no assurance that it will be able to do so.

 

Events or circumstances affecting the values of portfolio securities that occur between the closing of their principal markets and the time the net asset value is determined, such as foreign securities trading on foreign exchanges that close before the time the net asset value of Portfolio shares is determined, may be reflected in the Trust’s calculations of net asset values for each applicable Portfolio when the Trust deems that the particular event or circumstance would materially affect such Portfolio’s net asset value. Such events or circumstances may be company specific, such as an earning report, country or region specific, such as a natural disaster, or global in nature. Such events or circumstances also may include price movements in the U.S. securities markets.

 

The effect of fair value pricing as described above is that securities may not be priced on the basis of quotations from the primary market in which they are traded, but rather may be priced by another method that the Trust’s Board of Trustees believes reflects fair value. As such, fair value pricing is based on subjective judgments and it is possible that fair value may differ materially from the value realized on a sale. This policy is intended to assure that the Portfolio’s net asset value fairly reflects security values as of the time of pricing. Also, fair valuation of a Portfolio’s securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of the Portfolio’s NAV by those traders.

 

EQ Advisors Trust   How portfolio shares are priced   197


8. Dividends and other distributions and tax consequences

 

 

 

Dividends and Other Distributions

 

The Portfolios (other than the EQ/Money Market Portfolio) generally distribute most or all of their net investment income and their net realized gains, if any, annually. The EQ/Money Market Portfolio normally declares and distributes dividends daily and distributes net investment income and its net realized gains, if any, annually. Dividends and other distributions by a Portfolio are automatically reinvested at net asset value in shares of that Portfolio.

 

Tax Consequences

 

Each Portfolio is treated as a separate corporation, and intends to continue to qualify to be treated as a regulated investment company, for federal tax purposes. A Portfolio will be so treated if it meets specified federal income tax rules, including requirements regarding types of investments, limits on investments, types of income, and distributions. A regulated investment company that satisfies those requirements is not taxed at the entity (Portfolio) level to the extent it passes through its net income and gains to its shareholders by making distributions. Although the Trust intends that each Portfolio will be operated to have no federal tax liability, if a Portfolio does have any federal tax liability, that would hurt its investment performance. Also, any Portfolio that invests in foreign securities or holds foreign currencies could be subject to foreign taxes that could reduce its investment performance.

 

It is important for each Portfolio to maintain its regulated investment company status (and to satisfy certain other requirements) because the shareholders of a Portfolio that are insurance company separate accounts will then be able to use a ”look-through” rule in determining whether the Contracts indirectly funded by the Portfolio meet the investment diversification rules for separate accounts. If a Portfolio failed to meet those diversification rules, owners of non-pension plan Contracts funded through that Portfolio would be taxed immediately on the accumulated investment earnings under their Contracts and would lose any benefit of tax deferral. AXA Equitable, in its capacity as Manager and administrator of the Trust, therefore carefully monitors compliance with all of the regulated investment company rules and separate account investment diversification rules.

 

Contractholders seeking to more fully understand the tax consequences of their investment should consult with their tax advisers or the insurance company that issued their Contract or refer to their Contract prospectus.

 

198   Dividends and other distributions and tax consequences   EQ Advisors Trust


9. Glossary of Terms

 

 

 

Bid price — The price a prospective buyer is ready to pay. This term is used by traders who maintain firm bid and offer prices in a given security by standing ready to buy or sell security units at publicly quoted prices.

 

Core investing — An investment style that includes both the strategies used when seeking either growth companies (those with strong earnings growth) or value companies (those that may be temporarily out of favor or have earnings or assets not fully reflected in their stock price).

 

Derivative — A financial instrument whose value and performance are based on the value and performance of an underlying asset, reference rate or index.

 

Diversification — The strategy of investing in a wide range of companies to reduce the risk if an individual company suffers losses.

 

Duration — A measure of how much a bond’s price fluctuates with changes in interest rates.

 

Earnings growth — A pattern of increasing rate of growth in earnings per share from one period to another, which usually causes a stock’s price to rise.

 

Fundamental analysis — An analysis of the balance sheet and income statements of a company in order to forecast its future stock price movements. Fundamental analysis considers past records of assets, earnings, sales, products, management and markets in predicting future trends in these indicators of a company’s success or failure. By appraising a company’s prospects, analysts using such an approach assess whether a particular stock or group of stocks is undervalued or overvalued at its current market price.

 

Growth investing — An investment style that emphasizes companies with strong earnings growth. Growth investing is generally considered more aggressive than “value” investing.

 

Interest rate — Rate of interest charged for the use of money, usually expressed as an annual rate.

 

Market capitalization — Market price of a company’s shares multiplied by number of shares outstanding. A common measure of the relative size of a company.

 

Net asset value (NAV) — The market value of one share of a Portfolio on any given day without taking into account any sales charges. It is determined by dividing a Portfolio’s total net assets by the number of shares outstanding.

 

Price-to-book value ratio — Current market price of a stock divided by its book value, or net asset value.

 

Price-to-earnings ratio — Current market price of a stock divided by its earnings per share. Also known as the “multiple,” the price-to-earnings ratio gives investors an idea of how much they are paying for a company’s earning power and is a useful tool for evaluating the costs of different securities.

 

Value investing — An investment style that focuses on companies that may be temporarily out of favor or have earnings or assets not fully reflected in their stock prices.

 

Volatility — The general variability of a Portfolio’s value resulting from price fluctuations of its investments. In most cases, the more diversified a Portfolio is, the less volatile it will be.

 

Yield — The rate at which a Portfolio earns income, expressed as a percentage. Mutual fund yield calculations are standardized, based upon a formula developed by the SEC.

 

EQ Advisors Trust   Glossary of Terms   199


10. Financial Highlights

 

 

 

The financial highlights table is intended to help you understand the financial performance for each Portfolio’s Class IA and Class IB shares. The financial information in the table below is for the past five (5) years (or, if shorter, the period of the Portfolio’s operations). The financial information below for the Class IA and Class IB shares of each Portfolio has been derived from the financial statements of each Portfolio, which have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. PricewaterhouseCoopers LLP’s report on each Portfolio’s financial statements as of December 31, 2008 and the financial statements themselves appear in the Trust’s Annual Report.

 

Certain information reflects financial results for a single Portfolio share. The total returns in the tables represent the rate that a shareholder would have earned (or lost) on an investment in a Portfolio (assuming reinvestment of all dividends and other distributions). The total return figures shown below do not reflect any separate account or Contract fees and charges. The total return figures would be lower if they did reflect such fees and charges. The information should be read in conjunction with the financial statements contained in the Trust’s Annual Report which are incorporated by reference into the Trust’s Statement of Additional Information (SAI) and available upon request.

 

200   Financial Highlights   EQ Advisors Trust


 

 

 

If you would like more information about the Portfolios, the following documents are available free upon request. The Trust does not have a website available for accessing such information.

 

Annual and Semi-Annual Reports — Include more information about the Portfolios’ investments and performance. The reports usually include performance information, a discussion of market conditions and the investment strategies that affected the Portfolios’ performance during the last fiscal year.

 

Statement of Additional Information (SAI) — Provides more detailed information about the Portfolios, has been filed with the SEC and is incorporated into this Prospectus by reference.

 

Portfolio Holdings Disclosure — A description of the Portfolios’ policies and procedures with respect to the disclosure of their portfolio securities holdings is available in the Portfolios’ SAI.

 

To order a free copy of a Portfolio’s SAI and/or Annual and Semi-Annual Report, request other information about a Portfolio, or make shareholder inquiries, contact your financial professional, or the Portfolios at:

 

EQ Advisors Trust

1290 Avenue of the Americas

New York, New York 10104

Telephone: 1-877-222-2144

 

EQ Advisors Trust currently does not maintain a website where investors can access the SAI or shareholder reports.

Your financial professional or EQ Advisors Trust will also be happy to answer your questions or

to provide any additional information that you may require.

 

Information about the Portfolios (including the SAI) can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. Reports and other information about the Portfolios are available on the EDGAR database on the SEC’s Internet site at:

 

http://www.sec.gov.

 

Investors may also obtain copies of this information, after paying a duplicating fee, by electronic request at the following

E-mail address:

publicinfo@sec.gov or by writing the SEC’s

Public Reference Section,

Washington, D.C. 20549-0102.

 

EQ Advisors Trust

 

(Investment Company Act File No. 811-07953)

 

© 2009 EQ Advisors Trust


EQ Advisors Trust SM

 

Prospectus dated May 1, 2008

 

 

 

This Prospectus describes one (1) Portfolio* offered by EQ Advisors Trust and the Class IA and Class IB shares offered by the Trust on behalf of the Portfolio. This Prospectus contains information you should know before investing. Please read this Prospectus carefully before investing and keep it for future reference.

 

 

All Asset Allocation Portfolio

 

 

  * This Portfolio may not be available as an investment in your variable life or annuity product or under your retirement plan. Please consult your product prospectus or retirement plan documents to see if the Portfolio is available under your contract or plan.

 

The Securities and Exchange Commission has not approved or disapproved the Portfolio’s shares or determined if this Prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.

 

Class IA and Class IB Allocation

(34317)

 

EQ Advisors Trust


Overview

 

 

 

EQ ADVISORS TRUST

 

EQ Advisors Trust (the “Trust”) consists of sixty-nine (69) distinct mutual funds, each with its own investment strategy and risk/reward profile. This Prospectus describes the Class IA and Class IB shares of the All Asset Allocation Portfolio of the Trust. The Portfolio is a diversified portfolio. Information on the Portfolio, including its investment objectives, investment strategies and investment risks can be found on the pages following this Overview. In addition, a Glossary of Terms is provided at the back of this Prospectus. The investment objective of the Portfolio may be changed without a shareholder vote. The Trust has adopted a Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (“1940 Act”), for the Trust’s Class IB shares.

 

The Trust’s shares are currently sold only to: (1) insurance company separate accounts in connection with variable life insurance contracts and variable annuity certificates and contracts (the “Contracts”) issued or to be issued by AXA Equitable Life Insurance Company (“AXA Equitable”), AXA Life and Annuity Company, and other affiliated or unaffiliated insurance companies; and (2) The AXA Equitable 401(k) Plan (“AXA Equitable Plan”). Shares also may be sold to other tax-qualified retirement plans. The Prospectus is designed to help you make informed decisions about the Portfolio that may be available under your Contract or under the Equitable Plan or other retirement plan. You will find information about your Contract and how it works in the accompanying prospectus for the Contracts if you are a Contractholder or participant of a retirement plan under a Contract. Please read that prospectus carefully and retain it for future reference.

 

The Investment Manager to the Portfolio is AXA Equitable (the “Manager”). The Manager, through its AXA Funds Management Group unit, provides day-to-day management of the Portfolio.

 

The day-to-day management of the Portfolio is provided by the Manager. Information regarding the Manager is included under “Management of the Trust — The Manager” in this Prospectus. The Manager may hire investment sub-advisers (“Advisers”) to provide day-to-day portfolio management for the Portfolio in the future. The Manager has been granted relief by the Securities and Exchange Commission (“SEC”) to appoint, dismiss and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval (the “Multi-Manager Order”). The Manager also may allocate a Portfolio’s assets to additional Advisers subject to approval of the Trust’s Board of Trustees. If a new Adviser is retained for the Portfolio, shareholders would receive notice of such action. However, the Manager may not enter into an advisory agreement with an “affiliated person” of the Manager (as that term is defined in the 1940 Act) (“Affiliated Adviser”), such as Alliance Bernstein L.P. or AXA Rosenberg Investment Management LLC, unless the advisory agreement with the Affiliated Adviser is approved by the affected Portfolio’s shareholders.

 

The co-distributors of the Portfolio are AXA Advisors, LLC and AXA Distributors, LLC.

 

An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Because you could lose money by investing in this Portfolio, be sure to read all risk disclosures carefully before investing.

 

2   Overview   EQ Advisors Trust


Table of contents

 

 

 

1.    About the Investment Portfolio

   4

All Asset Allocation

   5

2.     More Information on Risks and Benchmarks and the Underlying Portfolios and Underlying ETFs

   11

Risks

   11

Benchmarks

   20

Information Regarding The Underlying Portfolios and Underlying ETFs

   21

3.    Management of the Trust

   45

The Trust

   45

The Manager

   45

Management Fees

   45

Expense Limitation Agreement

   45

4.    Fund Distribution Arrangements

   46

5.    Buying and Selling Shares

   47

6.    How Portfolio Shares are Priced

   49

7.    Dividends and Other Distributions and Tax Consequences

   50

8.    Glossary of Terms

   51

9.    Financial Highlights

   52

 

EQ Advisors Trust   Table of contents   3


1. About the investment portfolio

 

 

 

This section of the Prospectus provides a complete description of the principal investment objective, strategies, and risks of the Portfolio. Of course, there can be no assurance that the Portfolio will achieve its investment objective. The investment objectives and, except as otherwise noted, the investment policies of the Portfolio are not fundamental policies and may be changed without a shareholder vote.

 

Please note that:

 

 

Additional information regarding the principal risks and the benchmarks of the Portfolio is included in the section “More Information on Risks and Benchmarks and the Underlying Portfolios and Underlying ETFs,” which follows the description of the Portfolio in this section of the Prospectus. In addition, the investment objective, principal investment strategy and a list of the principal investment risks of each of the Underlying Portfolios is included in the section “More Information on Risks and Benchmarks and the Underlying Portfolios and Underlying ETFs — Information Regarding the Underlying Portfolios and Underlying ETFs”.

 

 

Additional information concerning the Portfolio’s strategies, investments, and risks can also be found in the Trust’s Statement of Additional Information.

 

4   About the investment portfolio   EQ Advisors Trust


All Asset Allocation Portfolio

 

INVESTMENT OBJECTIVE: Seeks long-term capital appreciation and current income.

 

THE INVESTMENT STRATEGY

 

The Portfolio pursues its investment objective by investing in other mutual funds (the “Underlying Portfolios”) managed by AXA Equitable and exchange traded securities of other investment companies (“Underlying ETFs”). AXA Equitable, under the oversight of the Trust’s Board of Trustees, has established an asset allocation target for the Portfolio. This target is the approximate percentage of the Portfolio’s assets that will be invested in equity securities, or fixed income securities or alternative investments (referred to herein as “asset classes”) as represented by the securities holdings of Underlying Portfolios and Underlying ETFs in which the Portfolio invests. The Portfolio’s current asset allocation target is to invest approximately 65% of its assets in equity investments, 27% in fixed income investments and 8% of its assets in alternative investments (e.g., ETFs that invest in commodities and other instruments that derive their value from natural resources, the EQ/AXA Rosenberg Value Long/Short Equity Portfolio and the EQ/GAMCO Mergers and Acquisitions Portfolio) through investments in Underlying Portfolios and Underlying ETFs. This asset allocation target may be changed by the Trust’s Board of Trustees without shareholder approval.

 

Subject to the asset allocation target set forth above, AXA Equitable also has established target investment percentages for each asset category in which the Portfolio invests. As used in this Prospectus, the term “asset category” refers to specific types of securities within each asset class ( e.g. , large cap equity securities, small/mid cap equity securities, investment grade bonds and high yield bonds). Each target investment percentage is an approximate percentage of the Portfolio’s assets that is invested in a particular asset category through investments in Underlying Portfolios or Underlying ETFs whose individual securities holdings fall within such asset category. Under the Portfolio’s current target investment percentages, it generally will invest its assets in a combination of Underlying Portfolios or Underlying ETFs that would result in the Portfolio being invested in the following asset categories in the approximate percentages shown in the table below. AXA Equitable may change these targets from time to time. Actual allocations can deviate from the amounts shown below by up to 15% for each asset category. The target allocation to investment grade and high yield fixed income classes may include both U.S. and foreign issuers.

 

Asset Class

   

Range of Equity

  65%

Large Cap Equity Securities

  23%

Small/Mid Cap Equity Securities

  16%

Domestic REITs

  5%

International/Emerging Markets Securities

  21%

Range Alternative Investments

  8%

Range of Fixed Income

  27%

Investment Grade Bonds

  27%

High Yield Bonds

  0%

 

The Manager selects the Underlying Portfolios and Underlying ETFs in which to invest the Portfolio’s assets. The Manager may add new Underlying Portfolios and Underlying ETFs or replace existing Underlying Portfolios and Underlying ETFs. The Underlying Portfolios and Underlying ETFs have been selected to represent a reasonable spectrum of investment options for the Portfolio. The Manager has based the target investment percentages for the Portfolio on the degree to which it believes the Underlying Portfolios and Underlying ETFs, in combination, to be appropriate for the Portfolio’s investment objective. The following is a list of the Underlying Portfolios and Underlying ETFs, divided by asset category, based on each Underlying Portfolio’s and Underlying ETF’s primary securities holdings, in which the Portfolio currently may invest. Each Underlying Portfolio is managed by the Manager and sub-advised by one or more investment sub-advisers (the “Advisers”), certain of which are affiliates of the Manager. In this connection, the Manager’s selection of Underlying Portfolios may have a positive or negative effect on its revenues and/or profits. Additional information regarding the Underlying Portfolios is included in the prospectus for those portfolios dated May 1, 2009, as supplemented from time to time. The Portfolio will purchase Class A or Class IA shares of the Underlying Portfolios, as applicable, which are not subject to any sales charges or distribution or service (Rule 12b-1) fees. Additional information regarding the Underlying ETFs is included in their current prospectus.

 

Large Cap Equities

 

EQ/AllianceBernstein Common Stock

EQ/AXA Mutual Shares Core

EQ/BlackRock Basic Value Equity

EQ/Boston Advisors Equity Income

EQ/Capital Guardian Growth

EQ/Capital Guardian Research

EQ/Davis New York Venture

EQ/Equity 500 Index

EQ/Evergreen Omega

EQ/Focus PLUS

EQ/JPMorgan Value Opportunities

EQ/Large Cap Core PLUS

EQ/Large Cap Growth Index

EQ/Large Cap Growth PLUS

EQ/Large Cap Value Index

EQ/Large Cap Value PLUS

EQ/Lord Abbett Growth and Income

EQ/Lord Abbett Large Cap Core

EQ/Montag & Caldwell Growth

EQ/Oppenheimer Main Street Opportunity

EQ/T. Rowe Price Growth Stock

EQ/UBS Growth and Income

EQ/Van Kampen Comstock

Multimanager Aggressive Equity

Multimanager Large Cap Core Equity

Multimanager Large Cap Growth

Multimanager Large Cap Value

 

EQ Advisors Trust   About the investment portfolio   5


All Asset Allocation Portfolio (continued)

 

Small/Mid Cap Equities

 

EQ/AllianceBernstein Small Cap Growth

EQ/Ariel Appreciation II

EQ/AXA Franklin Small Cap Value Core

EQ/GAMCO Small Company Value

EQ/Lord Abbett Mid Cap Value

EQ/Mid Cap Index

EQ/ Mid Cap Value PLUS

EQ/Oppenheimer Main Street Small Cap

EQ/Small Company Index

EQ/Van Kampen Mid Cap Growth

Multimanager Mid Cap Growth

Multimanager Mid Cap Value

Multimanager Small Cap Growth

Multimanager Small Cap Value

 

Domestic Real Estate Investment Trusts (“REITs”)

EQ/Van Kampen Real Estate

iShares Cohen & Steers Realty Majors Index Fund

 

Global Real Estate Investment Trust

iShares S&P Developed ex-U.S. Property Index Fund

 

Alternative Investments

 

EQ/AXA Rosenberg Value Long/Short Equity

EQ/GAMCO Mergers and Acquisitions

iShares COMEX Gold Trust

iShares Dow Jones U.S. Oil & Gas Exploration & Production Index Fund

iShares Dow Jones U.S. Utilities Sector Index Fund

iShares S&P Global Clean Energy Index Fund

iShares S&P Global Energy Sector Index Fund

iShares S&P Global Infrastructure Index Fund

iShares S&P Global Nuclear Energy Index Fund

iShares S&P Global Timber and Forestry Index Fund

iShares S&P North American Natural Resources Sector Index Fund

iShares Silver Trust

 

International/Emerging Markets Securities

 

EQ/AllianceBernstein International

EQ/AXA Templeton Growth Core

EQ/BlackRock International Value

EQ/ International Core PLUS

EQ/International ETF

EQ/International Growth

EQ/Oppenheimer Global

EQ/Global Multi-Sector Equity

iShares JPMorgan USD Emerging Markets Bond Fund

iShares ® MSCI EAFE Small Cap Index Fund

Multimanager International Equity

 

Investment Grade Bond

 

EQ/Bond Index

EQ/Core Bond Index

EQ/Global Bond PLUS

EQ/Government Securities

EQ/Intermediate Government Bond Index

EQ/Long Term Bond

EQ/Money Market

EQ/PIMCO UltraShort Bond

EQ/Quality Bond PLUS

EQ/Short Duration Bond

Multimanager Core Bond

 

High Yield Bond

 

EQ/Caywood-Scholl High Yield Bond

Multimanager High Yield

 

The Manager determines the asset allocation targets for each asset class and the target investment percentages for each asset category and each Underlying Portfolio and Underlying ETF in which the Portfolio invests using a proprietary investment process, based on fundamental research regarding the investment characteristics of the asset classes, asset categories, Underlying Portfolios and Underlying ETFs, as well as its outlook for the economy and financial markets.

 

The Portfolio may deviate temporarily from its asset allocation targets and target investment percentages for defensive purposes. In addition, the Portfolio may deviate from its asset allocation targets and target investment percentages as a result of appreciation or depreciation of the equity securities holdings or fixed income securities holdings of the Underlying Portfolios or Underlying ETFs in which it invests. The Portfolio has adopted certain policies to reduce the likelihood of such an occurrence. First, AXA Equitable will rebalance the Portfolio’s holdings as deemed necessary to bring the asset allocation of the Portfolio back into alignment with its target allocations. Second, AXA Equitable will not allocate any new investment dollars to any Underlying Portfolio or Underlying ETF that holds securities of a particular asset class or category whose maximum percentage has been exceeded. Third, AXA Equitable will allocate new investment dollars on a priority basis to Underlying Portfolios or Underlying ETFs that hold securities of a particular asset class or category whose minimum percentage has not been achieved.

 

The Portfolio also may hold cash or cash equivalents (instead of being allocated to an Underlying Portfolio or Underlying ETF) as deemed appropriate by the Manager for temporary defensive purposes to respond to adverse market, economic or political conditions, or as a cash reserve. Should the Portfolio take this action, it may not achieve its investment objective. The Portfolio also may hold U.S. government securities and money market instruments directly for investment or other appropriate purposes.

 

Please note that the Underlying Portfolios may already be available directly as an investment option in your Contract and that an investor in the Portfolio bears both the expenses of the Portfolio as well as the indirect expenses associated with the Underlying Portfolios. Therefore, an

 

6   About the investment portfolio   EQ Advisors Trust


 

investor may be able to realize lower aggregate expenses by investing directly in the Underlying Portfolios instead of in the Portfolio itself. However, not all of the Underlying Portfolios may be available as an investment option in your Contract. In addition, an investor who chooses to invest directly in the Underlying Portfolios would not receive the asset allocation and rebalancing services provided by AXA Equitable.

 

Limitations on Investing in Other Investment Companies

 

Generally, under the 1940 Act, the Portfolio may not acquire shares of another investment company (including Underlying ETFs and other registered investment companies) if, immediately after such acquisition, the Portfolio and its affiliated persons (i) would hold more than 3% of such other investment company’s total outstanding shares, (ii) would have invested more than 5% of its total assets in such other investment company, or (iii) would have invested more than 10% of its total assets in investment companies. The SEC has granted orders for exemptive relief to certain ETFs that permit investments in those ETFs by other investment companies (such as the Portfolio) in excess of these limits. The Portfolio’s ability to invest in Underlying ETFs will be severely constrained unless the Underlying ETFs have received such an order from the SEC and the Underlying ETF and the Portfolio take appropriate steps to comply with certain terms and conditions in such order.

 

The SEC has issued such an exemptive order to the ETFs in which the Portfolio may invest (iShares Trust and iShares, Inc.), which permits investment companies (such as the Portfolio) to invest in such ETFs beyond the limitations in the 1940 Act, subject to certain terms and conditions. Under the order, the Portfolio generally may acquire up to 25% of the assets of each Underlying ETF.

 

The Manager will waive fees otherwise payable to it by the Portfolio in an amount at least equal to any compensation (including fees received pursuant to any plan adopted by an Underlying ETF under rule 12b-1 under the 1940 Act) received from an Underlying ETF by the Manager, or an affiliated person of the Manager, in connection with the investment by the Portfolio in the Underlying ETF. With respect to registered separate accounts that invest in the Portfolio, no sales load will be charged at the Portfolio level or at the Underlying ETF level. Other sales charges and service fees, as defined in Rule 2830 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), if any, will only be charged at the Portfolio level or at the Underlying ETF level, not both. With respect to other investments in the Portfolio, any sales charges and/or service fees charged with respect to shares of the Portfolio will not exceed the limits applicable to funds of funds set forth in Rule 2830 of the Conduct Rules of the FINRA.

 

To the extent other ETFs obtain similar exemptive relief from the SEC, the Portfolio may seek to qualify to invest in such other ETFs in excess of the limits set forth in the 1940 Act. If such relief is granted by the SEC, the Portfolio may invest its assets in any Underlying ETF, subject to certain terms and conditions to be contained in the order granting such relief.

 

To the extent the limits of the 1940 Act apply to certain Underlying ETFs, such limitations may prevent the Portfolio from allocating its investments in the manner that the Manager considers optimal. The Portfolio invests substantially all of its assets in Underlying ETFs. Accordingly, the Portfolio’s performance depends upon a favorable allocation among the Underlying ETFs as well as the ability of the Underlying ETFs to generate favorable performance.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

The principal risks presented by the Portfolio are:

 

 

Affiliated Portfolio Risk: In managing the Portfolio, the Manager has the authority to select and substitute the Underlying Portfolios. The Manager may be subject to potential conflicts of interest in allocating the Portfolio’s assets among the various Underlying Portfolios both because the fees payable to it by some of the Underlying Portfolios are higher than the fees payable by other Underlying Portfolios and because the Manager is also responsible for managing, and with respect to certain Underlying Portfolios, its affiliates are responsible for sub-advising, the Underlying Portfolios.

 

 

Risks Associated with Underlying Portfolios: Because the Portfolio invests in Underlying Portfolios, it will indirectly bear fees and expenses charged by the Underlying Portfolios in addition to the Portfolio’s direct fees and expenses. The investments of the Portfolio are concentrated in the Underlying Portfolios and, thus, the Portfolio’s investment performance is directly related to the performance in the Underlying Portfolios in which it invests. Because the Portfolio invests in Underlying Portfolios, the Portfolio’s net asset value (“NAV”) is subject to fluctuations in the Underlying Portfolios’ NAVs. In addition, the Portfolio is subject to the risks associated with the securities in which the Underlying Portfolio invests. Both the Portfolio and the Underlying Portfolios are subject to certain general risks, including market risk, issuer-specific risk, portfolio management risk, security risk and Adviser selection risk. In addition, to the extent the Portfolio invests in Underlying Portfolios that invest in equity securities, fixed income securities, foreign securities and/or alternative investments, the Portfolio is subject to the risks associated with investing in such securities. Certain risks associated with investing in the Underlying Portfolios are listed below. For a more complete list of the risks associated with alternative investments and the Underlying Portfolios and for detailed information regarding these risks, please see the section entitled “More Information on Risks and Benchmarks and the Underlying Portfolios and Underlying ETFs.”

 

EQ Advisors Trust   About the investment portfolio   7


All Asset Allocation Portfolio (continued)

 

Risks Associated with the Underlying Portfolios

 

Adviser Selection Risk

Asset Class Risk

Banking Industry Sector Risk

Convertible Securities Risk

Credit/Default Risk

Currency Risk

Depositary Receipts Risk

Derivatives Risk

Distressed Companies Risk

Equity Risk

Fixed Income Risk

Focused Portfolio Risk

Foreign Securities and Emerging

Markets Risk

Large-Cap Company Risk

Leveraging Risk

Liquidity Risk

Loan Participation Risk

Lower-Rated Securities Risk

Mid-Cap Company Risk

Money Market Risk

Multiple-Adviser Risk

Mortgage-Backed and

Asset-Backed Securities Risk

 

Non-Diversification Risk

Opportunity Risk

Portfolio Management Risk

Portfolio Turnover Risk

Futures and Options Risk

Growth Investing Risk

Index Fund Risk

Interest Rate Risk

Issuer-Specific Risk

Investment Grade Securities Risk

Junk Bonds and Lower Rated

Securities Risk

Real Estate Investing Risk

Securities Lending Risk

Security Selection Risk

Small- and Mid-Capitalization Risk Special Situations Risk

Short Sales Risk

Unseasoned Companies Risk

Valuation Risk

Value Investing Risk

Zero Coupon and Pay-in-Kind Securities Risk

 

 

Risks Specific to Alternative Investments

 

Changes in Economic Conditions Risk

Changes in Speculators’ Outlook Risk

Commodity Price Volatility Risk

Concentration Risk

Energy Sector Risk

Industrial Sector Risk

Management Risk

Market Trading Risk

Natural Disasters Risk

Sales by the Official Sector Risk

Oil and Gas Sector Risk

Increases in Hedging Activity by

Producers Risk

 

Market Trading Risks

Passive Investments Risk

Reliance on Trading Partners Risk

Structural Risk

Timber and Forestry Risk

Tracking Error Risk

Trading Risk

Utilities Sector Risk

Worldwide Energy Prices and

Spending Risk

World Events and Economic

Conditions Risk

 

 

Portfolio Management Risk: The risk that AXA Equitable’s selection of the Underlying Portfolios and Underlying ETFs, and its allocation and reallocation of portfolio assets among the Underlying Portfolios and Underlying ETFs, may not produce the desired results.

 

 

Market Risk: The Underlying Portfolios, and Underlying ETFs’ share prices, and thus the share price of the Portfolio, can fall because of weakness in the broad market, a particular industry, or specific holdings. The market as a whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, AXA Equitable’s assessment of the companies in the Underlying Portfolios may prove incorrect, resulting in losses or poor performance even in a rising market. Finally, the Underlying Portfolios’ and Underlying ETFs, investment approaches could fall out of favor with the investing public, resulting in lagging performance versus other comparable funds.

 

 

Risks Associated with Underlying ETFs: When the Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETFs in addition to the Portfolio’s direct fees and expenses. Therefore, the cost of investing in the Portfolio may be higher than the cost of investing in mutual funds that invest directly in individual stocks and bonds. In addition, ETFs may change their investment objectives or policies without the approval of the Portfolio. If that were to occur, the Portfolio might be forced to withdraw its investment from the ETF at a time and price that is unfavorable to the Portfolio. Imperfect correlation between an ETF’s securities and those in the index it seeks to track, rounding of prices, changes to the indices and regulatory policies may cause an ETF’s performance to not match the performance of its index. No ETF fully replicates its index and may hold securities not included in the index. Therefore, there is a risk that the investment strategy of the manager of an ETF may not produce the intended results. In addition, while the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack of liquidity in an ETF can result in its value being more volatile than the underlying portfolio of securities. Secondary market trading in shares of ETFs may be halted by a national securities exchange because of market conditions or for other reasons. In addition, trading in these shares is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules. There can be no assurance that the requirements necessary to maintain the listing of the shares will continue to be met or will remain unchanged. In addition, although ETFs are listed for trading on national securities exchanges and certain foreign exchanges, there can be no assurance that an active trading market for such shares will develop or be maintained. The market price of an ETF may be different from its NAV ( i.e ., an ETF may trade at a discount or premium to its net asset value). The performance of the Portfolio when investing in such an ETF could be adversely impacted.

 

The principal risks of investing in Underlying ETFs generally are similar to those listed above under “Risks Associated with Underlying Portfolios” and “Risks Associated with Alternative Investments.” The Underlying ETFs also are subject to the following risks which are described in more detail in the section “More Information on Risks and Benchmarks and the Underlying Portfolios and Underlying ETFs”:

 

Asset Class Risk

Custody Risk

Economic Risk

ETF Risk

Geographic Risk

Global Real Estate Risk

Inactive Market Risk

Investment Company Risk

 

Investment Style Risk

Legal Enforcement of Shareholder Rights Risk

Net Asset Value Risk

Secondary Market Trading Risk

Security Risk

Underlying ETF Management Risk

U.S. Tax Risk

 
 
 
 
 
 
 

 

8   About the investment portfolio   EQ Advisors Trust


 

More information about the risks of an investment in the Portfolio is provided in “More Information on Risks and Benchmarks and the Underlying Portfolios and Underlying ETFs” in the Prospectus.

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for each of the last ten calendar years and some of the risks of investing in the Portfolio by showing yearly changes in the Portfolio’s performance. The table below shows the Portfolio’s average annual total returns for the past one, five and ten years through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index.

 

The Portfolio’s performance shown below includes the performance of its predecessor registered investment company (Enterprise Managed Portfolio, a series of the Enterprise Accumulation Trust). For these purposes, the Portfolio is considered to be the successor to the Enterprise Managed Portfolio whose inception date is August 1, 1988, and the performance results of the Portfolio (to which the assets of the predecessor were transferred on July 9, 2004) and its predecessor have been linked.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Past performance is not an indication of future performance. This may be particularly true for this Portfolio because through September 12, 2005 the Portfolio and its predecessor had a different investment objective, which invested directly in equity and debt securities and was advised by an investment sub-adviser. The Portfolio invests substantially all of its assets in ETFs and other mutual funds that emphasize either equity or debt investments and is managed directly by the Manager. If the Portfolio and its predecessor had historically invested substantially all of their assets in ETFs and other mutual funds instead of investing directly in equity and debt securities or were directly advised by the Manager, the performance of the Portfolio and its predecessor may have been different.

 

Calendar Year Annual Total Returns* — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (             Quarter)      –16.42% (2001 3rd Quarter)

 

Calendar Year Annual Total Returns — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (             Quarter)      –16.42% (2001 3rd Quarter)

 

Average Annual Total Returns
       One Year    Five Years    Ten Years

All Asset Allocation Portfolio —Class IA Shares*

           %            %            %

All Asset Allocation Portfolio —Class IB Shares

           %            %            %

S&P 500 Index†,††

           %            %            %

Barclays Capital U.S. Aggregate Bond†,††

           %            %            %

Moderate Allocation Index†

           %            %            %
*   Class IA shares have not commenced operations. Performance information shown is the performance of Class IB shares which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares do not pay any 12b-1 fees.
  For more information on this index, see the following section “More Information on Risks and Benchmarks and the Underlying Portfolios and Underlying ETFs ” in the Prospectus.
††   Effective May 1, 2009, the Portfolio has changed it benchmarks to the S&P 500 Index and the Barclays Capital U.S. Aggregate Bond Index. The Manager believes that these benchmarks reflect more closely the securities and sectors in which the Portfolio invests.

 

EQ Advisors Trust   About the investment portfolio   9


All Asset Allocation Portfolio (continued)

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, re-invest dividends and other distributions or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

All Asset Allocation Portfolio

  Class IA

Shares

  Class IB

Shares

Management Fee

  0.10%   0.10%

Distribution and/or service (12b-1) fees

  None     0.25%†

Other Expenses

          %           %

Acquired Fund Fees and Expenses (Underlying Portfolios and Underlying ETFs)*

          %           %

Total Annual Portfolio Operating Expenses

          %           %

Less Waivers/Expense Reimbursements**

          %           %

Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses**

          %           %
  The maximum distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is equal to an annual rate of 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to an annual rate of 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
*   The Portfolio invests in shares of other investment companies, such as ETFs. Therefore, the Portfolio will, in addition to its own expenses such as management fees, bear its pro rata share of the fees and expenses incurred by the underlying investment companies and the investment return of the Portfolio will be reduced by each underlying investment company’s expenses.
**   Pursuant to a contract, the Manager has agreed to waive or limit its management, administrative and other fees to limit the expenses of the Portfolio until April 30, 2010 (“Expense Limitation Agreement”) (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) so that the Net Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of the investment companies in which the Portfolio invests and extraordinary expenses) do not exceed 0.10% for Class IA shares and 0.35% for Class IB shares. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”

 

Example

 

This Example is intended to help you compare the direct and indirect costs of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses (and the expenses of the Underlying Portfolios and Underlying ETFs) incurred indirectly remain the same, and that the expense limitation arrangement currently in place is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees. If such fees and expenses were reflected, the total expenses would be substantially higher. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $             $         

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $      $  

 

WHO MANAGES THE PORTFOLIO

 

The Manager

 

AXA Equitable, through its AXA Funds Management Group unit (“AXA FMG”), 1290 Avenue of the Americas, New York, New York 10104, manages the Portfolio. As of December 31, 2008, AXA Equitable had approximately $         billion in assets under management.

 

A committee of AXA FMG investment personnel manages the Portfolio. Kenneth Kozlowski serves as the lead portfolio manager of the committee with primary responsibility for day-to-day management of the Portfolio. Xavier Poutas assists the lead portfolio manager with day-to-day management of the Portfolio but does not have joint and primary responsibility for management of the Portfolio.

 

Kenneth T. Kozlowski, CFP®, CHFC, CLU has served as Vice President of AXA Equitable from February 2001 to present. He has had primary responsibility for the asset allocation, fund selection and rebalancing of AXA Equitable’s funds of funds since 2003 and for the Portfolio since September 2005. Prior to June 1, 2007, Mr. Kozlowski served as Chief Financial Officer of the Trust since December 2002.

 

Xavier Poutas, CFA® joined AXA FMG in October 2004 as a Fund Administrator and was involved in the implementation of the asset allocation strategy for AXA Equitable’s funds of funds. Mr. Poutas assists in portfolio analysis and portfolio performance evaluation with respect to the Portfolio.

 

Information about the lead manager’s compensation, other accounts he manages and his ownership of securities in the portfolios is available in the Trust’s Statement of Additional Information.

 

10   About the investment portfolio   EQ Advisors Trust


2. More information on risks and benchmarks and the Underlying Portfolios and Underlying ETFs

 

 

 

The Portfolio follows a distinct set of investment strategies. To the extent the Portfolio invests in Underlying Portfolios and Underlying ETFs that invest primarily in equity securities, the performance of the portfolio will be subject to the risks of investing in equity securities. To the extent the Portfolio invests in Underlying Portfolios and Underlying ETFs that invest primarily in fixed income securities, the performance of the portfolio will be subject to the risks of investing in fixed income securities, which may include non-investment grade securities.

 

The Portfolio also may hold cash or cash equivalents (instead of being allocated to an Underlying Portfolio or Underlying ETF) as deemed appropriate by the Manager for temporary defensive purposes to respond to adverse market, economic or political conditions, or as a cash reserve. Should the Portfolio take this action, it may not achieve its investment objective. The Portfolio also may hold U.S. government securities and money market instruments directly for investment or other appropriate purposes.

 

The Underlying Portfolios and Underlying ETFs have principal investment strategies that come with inherent risks. Certain Underlying Portfolios and Underlying ETFs may emphasize different market sectors, such as foreign securities, small-cap equities and high yield fixed income securities. Each Underlying Portfolio’s and Underlying ETF’s principal risks are described in more detail their respective Prospectus.

 

General Risks of Underlying Portfolios and Underlying ETFs

 

Each of the Underlying Portfolios and Underlying ETFs may be subject to certain general investment risks, as discussed below.

 

Adviser Selection Risk. The risk that the process for selecting or replacing an Adviser for an Underlying Portfolio and the decision to select or replace an Adviser does not produce the intended result.

 

Asset Class Risk: There is the risk that the returns from the types of securities in which a Portfolio invests will underperform the general securities markets or different asset classes. Different types of securities and asset classes tend to go through cycles of out-performance and underperformance in comparison to the general securities markets.

 

Currency Risk: The risk that fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. A change in the value of any such currency against the U.S. dollar will result in a change in the U.S. dollar value of a portfolio’s assets and income.

 

Derivatives Risk: An investment in derivatives may rise or fall more rapidly than other investments. These transactions are subject to changes in the value of the underlying security on which such transactions are based. Even a small investment in derivative securities can have a significant impact on a portfolio’s exposure to stock market values, interest rates or currency exchange rates. Derivatives are subject to a number of risks such as liquidity risk, interest rate risk, market risk, credit risk and portfolio management risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate well with the underlying asset, reference rate or index. These types of transactions will be used primarily as a substitute for taking a position in the underlying asset and/or for hedging purposes. When a derivative security (a security whose value is based on another security or index) is used as a hedge against an offsetting position that a portfolio also holds, any loss generated by the derivative security should be substantially offset by gains on the hedged instrument, and vice versa. To the extent that a portfolio uses a derivative security for purposes other than as a hedge, that portfolio is directly exposed to the risks of that derivative security and any loss generated by the derivative security will not be offset by a gain.

 

Futures and Options Risk: To the extent a portfolio uses futures and options, it is exposed to additional volatility and potential losses.

 

Exchange Traded Funds Risk: When the Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETFs in addition to the Portfolio’s direct fees and expenses. Therefore, the cost of investing in the Portfolio may be higher than the cost of investing in mutual funds that invest directly in individual stocks and bonds. In addition, ETFs may change their investment objectives or policies without the approval of the Portfolio. If that were to occur, the Portfolio might be forced to withdraw its investment from the ETF at a time and price that is unfavorable to the Portfolio. Imperfect correlation between an ETF’s securities and those in the index it seeks to track, rounding of prices, changes to the indices and regulatory policies may cause an ETF’s performance to not match the performance of its index. No ETF fully replicates its index, and an ETF may hold securities not included in the index. Therefore, there is a risk that the investment strategy of the manager of an ETF may not produce the intended results. In addition, while the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack of liquidity in an ETF can result in its value being more volatile than the underlying portfolio of securities. Secondary market trading in shares of ETFs may be halted by a national securities exchange because of market conditions or for other reasons. In addition, trading in these shares is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules. There can be no assurance that the requirements necessary to maintain the listing of the shares will continue to be met or will remain unchanged. In addition, although ETFs are listed for trading on national securities exchanges and certain foreign exchanges, there can be no assurance that an active trading market for such shares will develop or be maintained. The market price of an ETF may be different from its NAV ( i.e ., an ETF may trade at a discount or premium to its NAV). The performance of a Portfolio that invests in such an ETF could be adversely impacted.

 

Net Asset Value Risk.   The market price of an Underlying ETF may be different from its NAV (i.e., the Underlying ETF may trade

 

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at a at a discount or premium to its NAV). The performance of a portfolio could be adversely impacted.

 

Passive Investment Risk.   Most ETFs are not actively managed. Each Underlying ETF invests in the securities included in, or representative of, its underlying index regardless of their investment merit or market trends. In addition, the Underlying ETFs do not change their investment strategies to respond to changes in the economy. This means that an Underlying ETF may be particularly susceptible to a general decline in in the market segment relating to the underlying index.

 

Tracking Error Risk: Imperfect correlation between each Underlying ETF’s securities and those in the index it seeks to track, rounding of prices, changes to the indices and regulatory policies may cause an Underlying ETF’s performance to not match the performance of its index.

 

Underlying ETF Management Risk: No Underlying ETF fully replicates its index and may hold securities not included in the index. Therefore, there is a risk that the investment strategy of the manager of each Underlying ETF may not produce the intended results.

 

Valuation Risk: The risk that an Underlying ETF has valued certain securities at a higher price than it can sell them for.

 

Inactive Market Risk: Although the Underlying ETFs are listed for trading on national securities exchanges and certain foreign exchanges, there can be no assurance that an active trading market for the shares of the Underlying ETFs will develop or be maintained. The lack of liquidity in an Underlying ETF can result in its value being more volatile than the underlying portfolio of securities. Secondary market trading in shares of Underlying ETFs may be halted by a national securities exchange because of market conditions or for other reasons. In addition, trading in these shares is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules. There can be no assurance that the requirements necessary to maintain the list of the shares will continue to be met or will remain unchanged.

 

An Underlying ETF may be subject to certain additional risks as discussed below under “Risks of Alternative Investments” and in its iShares Prospectus.

 

Investment Company Securities Risk: A Portfolio may invest in investment company securities as permitted by the 1940 Act. Investment company securities are securities of other open-end or closed-end investment companies. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but the total return on such investments at the Portfolio level may be reduced by the operating expenses and fees of such other investment companies, including advisory fees.

 

Issuer-Specific Risk. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the market as a whole. The portfolio could lose all of its investment in a company’s securities.

 

Leveraging Risk . When a portfolio borrows money or otherwise leverages its holdings, the value of an investment in that portfolio will be more volatile and all other risks will tend to be compounded. The Underlying Portfolios may take on leveraging risk by investing in collateral from securities loans and by borrowing money to meet redemption requests.

 

Liquidity Risk. The risk that exists when particular investments are difficult to purchase or sell. An investment in illiquid securities may reduce returns of the portfolio because it may be unable to sell the illiquid securities at an advantageous time or price. This may result in a loss or may be costly to a portfolio.

 

Market Risk.   The risk that the securities markets will move down, sometimes rapidly and unpredictably based on overall economic conditions and other factors.

 

Multiple Adviser Risk. Some of the Underlying Portfolios employ multiple Advisers. Each Adviser independently chooses and maintains a portfolio of securities for the portfolio and each is responsible for investing a specific allocated portion of the portfolio’s assets. Because each Adviser manages its allocated portion of the portfolio independently from the other Adviser(s), the same security may be held in different portions of a portfolio, or may be acquired for one portion of a portfolio at a time when a Adviser to another portion deems it appropriate to dispose of the security from that other portion. Similarly, under some market conditions, one Adviser may believe that temporary, defensive investments in short-term instruments or cash are appropriate when the other Adviser(s) believes continued exposure to the equity or debt markets is appropriate for its allocated portion of the Underlying Portfolio. Because each Adviser directs the trading for its own portion of the Underlying Portfolio, and does not aggregate its transactions with those of the other Advisers, the Underlying Portfolio may incur higher brokerage costs than would be the case if a single Adviser were managing the entire portfolio.

 

Opportunity Risk. The risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less profitable investments.

 

Portfolio Management Risk. The risk that the strategies used by the Underlying Portfolios’ Advisers and their securities selections fail to produce the intended results.

 

Portfolio Turnover Risk. High portfolio turnover may result in increased transaction costs to a portfolio, which may result in higher fund expenses and lower total returns.

 

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Security Risk. The risk that the value of a security may fluctuate, sometimes rapidly and unpredictably based upon a change in a company’s financial condition as well as overall market and economic conditions.

 

Security Selection Risk: The Manager or the Adviser(s) for each Portfolio, as applicable, selects particular securities in seeking to achieve the Portfolio’s objective within its overall strategy. The securities selected for the Portfolio may not perform as well as other securities that were not selected for the Portfolio. As a result the Portfolio may underperform other funds with the same objective or in the same asset class.

 

Securities Lending Risk. For purposes of realizing additional income, each Underlying Portfolio may lend securities to broker-dealers approved by the relevant Board of Trustees. Generally, any such loan of portfolio securities will be continuously secured by collateral at least equal to the value of the security loaned. Such collateral will be in the form of cash, marketable securities issued or guaranteed by the U.S. Government or its agencies, or a standby letter of credit issued by qualified banks. Underlying ETFs may also lend portfolio securities. For more information with respect to an Underlying ETF’s policies, please see the Underlying ETF’s prospectus and sai. The risks in lending portfolio securities, consist of possible delay in receiving additional collateral or in the recovery of the securities, possible loss of rights in the collateral should the borrower fail financially or a decline in the value of the collateral held by a Portfolio. Loans will only be made to firms deemed by the Manager to be of good standing and will not be made unless, in the judgment of the Sub-adviser, the consideration to be earned from such loans would justify the risk.

 

Risks of Equity Investments

 

The Portfolio may invest a portion of its assets in Underlying Portfolios or Underlying ETFs that emphasize investments in equity securities. Therefore, as an investor in the Portfolio, the return on your investment will be based, to some extent, on the risks and rewards of equity securities. The risks of investing in equity securities may include:

 

Convertible Securities Risk: Convertible securities may include both convertible debt and convertible preferred stock. Such securities may be converted into shares of the underlying common stock at either a stated price or stated rate. Therefore, convertible securities enable the holder to benefit from increases in the market price of the underlying common stock. Convertible securities provide higher yields than the underlying common stock, but generally offer lower yields than nonconvertible securities of similar quality. The value of convertible securities fluctuates in relation to changes in interest rates and, in addition, fluctuates in relation to the underlying common stock. Subsequent to purchase by a portfolio, convertible securities may cease to be rated or a rating may be reduced below the minimum required for purchase by that portfolio. The Adviser of an Underlying Portfolio will consider such event in its determination of whether a portfolio should continue to hold the securities. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by an Underlying Portfolio is called for redemption, the Underlying Portfolio will be required to permit the issuer to redeem the security, convert it into underlying common stock or sell it to a third party. Investments by certain of the Underlying Portfolios in convertible debt securities are not subject to any ratings restrictions, although each Adviser will consider such ratings, and any changes in such ratings, in its determination of whether an Underlying Portfolio should invest and/or continue to hold the securities.

 

Depositary Receipts Risk. American Depositary Receipts are receipts typically issued by an American bank or trust company that evidence underlying securities issued by a foreign corporation. European Depositary Receipts (issued in Europe) and Global Depositary Receipts (issued through the world) each evidence a similar ownership arrangement. An Underlying Portfolio may invest in unsponsored depositary receipts. The issuers of unsponsored depositary receipts are not obligated to disclose information that is, in the United States, considered material. Therefore there may be less information available regarding these issuers and there may not be a correlation between such information and the market value of the depositary receipts. Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted.

 

Equity Risk: Stocks and other equity securities generally fluctuate in value more than bonds and may decline in value over short or over extended periods. The value of such securities will change based on changes in a company’s financial condition and in overall market and economic conditions.

 

Financial Services Sector Risk: To the extent an Underlying Portfolio invests in the financial services sector, the value of the portfolio’s shares may be particularly vulnerable to factors affecting that sector, such as the availability and cost of capital funds, changes in interest rates, the rate of corporate and consumer debt defaults, extensive government regulation and price competition. The value of an Underlying Portfolio’s shares that are invested in the Financial Services Sector could experience significantly greater volatility than Portfolios investing in diversified portfolios of securities.

 

Focused Portfolio Risk: An Underlying Portfolio that invests in the securities of a limited number of companies may incur more risk because changes in the value of a single security may have a more significant effect, either positive or negative, on the portfolio’s NAV.

 

Index-Fund Risk: An index portfolio invests in the securities included in a specific index or substantially identical securities regardless of market trends. Such portfolios cannot modify their investment strategies to respond to changes in the economy, which means they may be particularly susceptible to a general decline in the market segment relating to the relevant index.

 

Initial Public Offering (“IPO”) Risk: An Underlying Portfolio that purchases securities issued in an IPO is subject to the risk that the value

 

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of the securities may rise or fall more rapidly than other investments. Prior to an IPO, there is generally no public market for an issuer’s common stock. There can be no assurance that an active trading market will develop or be sustained following the IPO, therefore, the market price for the securities may be subject to significant fluctuations and a portfolio may be affected by such fluctuations. In addition, securities issued in an IPO are often issued by a company that may be in the early states of development with a history of little or no revenues and such company may operate at a loss following the offering. A portfolio’s ability to obtain shares of an IPO security may be substantially limited in the event of high demand for the securities and there is no guarantee that the portfolio will receive an allocation of shares. To the extent a portfolio invests in IPOs, a significant portion of its returns may be attributable to its investments in IPOs, which have a magnified impact on portfolios with small asset bases. There is no guarantee that as those portfolios’ assets grow they will continue to experience substantially similar performance by investing in IPOs.

 

Investment Style Risk: The Adviser(s) to an Underlying Portfolio may use a particular style or set of styles, such as “growth” or “value” styles, to select investments for the portfolio. These styles may be out of favor or may not produce the best results over short or longer time periods. They may also increase the volatility of the portfolio’s share price.

 

Growth Investing Risk: Growth investing generally focuses on companies that, due to their strong earnings and revenue potential, offer above-average prospects for capital growth, with less emphasis on dividend income. Earnings predictability and confidence in earnings forecasts are an important part of the selection process. As a result, the price of growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Advisers using this approach generally seek out companies experiencing some or all of the following: high sales growth, high unit growth, high or improving returns on assets and equity, and a strong balance sheet. Such Advisers also prefer companies with a competitive advantage such as unique management, marketing or research and development. Growth investing is also subject to the risk that the stock price of one or more companies will fall or will fail to appreciate as anticipated by the Advisers, regardless of movements in the securities market.

 

Value Investing Risk: Value investing attempts to identify strong companies selling at a discount from their perceived true worth. Advisers using this approach generally select stocks at prices that, in their view, are temporarily low relative to the company’s earnings, assets, cash flow and dividends. Value investing is subject to the risk that the stocks’ intrinsic value may never be fully recognized or realized by the market, or their prices may go down. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced. Value investing generally emphasizes companies that, considering their assets and earnings history, are attractively priced and may provide dividend income.

 

Large-Capitalization Risk: Larger more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

Non-Diversification Risk: Certain of the Underlying Portfolios are classified as “non-diversified” investment companies, which means that the proportion of each portfolio’s assets that may be invested in the securities of a single issuer is not limited by the 1940 Act. Since a relatively high percentage of each non-diversified portfolio’s assets may be invested in the securities of a limited number of issuers, some of which may be within the same industry, the securities of such portfolio may be more sensitive to changes in the market value of a single issuer or industry. The use of such a focused investment strategy may increase the volatility of a portfolio’s investment performance, as the portfolio may be more susceptible to risks associated with a single economic, political or regulatory event than a diversified portfolio. If the securities in which the portfolio invests perform poorly, the portfolio could incur greater losses than it would have had it been invested in a greater number of securities.

 

Real Estate Investing Risk. Investing in REITS exposes investors to the risks of owning real estate directly, as well as to risks that relate specifically to the way in which REITs are organized and operated. Real estate is a cyclical business, highly sensitive to general and local economic developments and characterized by intense competition and periodic overbuilding. Real estate income and values also may be greatly affected by demographic trends, such as population shifts or changing tastes and values. Government actions, such as tax increases, zoning law changes or environmental regulations, also may have a major impact on real estate. Changing interest rates and credit quality requirements also will affect the cash flow of real estate companies and their ability to meet capital needs. REITs generally invest directly in real estate (equity REITS), in mortgages on real estate (mortgage REITs) or in some combination of the two (hybrid REITs). Operating REITs requires specialized management skills and a Portfolio indirectly bears REIT management expenses along with the direct expenses of the Portfolio. Individual REITs may own a limited number of properties and may concentrate in a particular region or property type. REITs also must satisfy specific Internal Revenue Code requirements in order to qualify for the tax-free pass through of income and gains.

 

Small- and Mid-Capitalization Risk: There may be an increased risk for Underlying Portfolios that invest in small- and mid-capitalization companies because they generally are more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources. The securities of small- and mid-capitalization companies also may trade less frequently and in smaller volume than securities of larger companies. As a result, the value of such securities may be more volatile than the securities of larger

 

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companies, and the portfolio may experience difficulty in purchasing or selling such securities at the desired time and price. In general, these risks are greater for small-capitalization companies than for mid-capitalization companies.

 

Special Situations Risk: An Underlying Portfolio may use aggressive investment techniques, including seeking to benefit from “special situations,” such as mergers, reorganizations, restructurings, tender or exchange offers or other unusual events expected to affect a particular issuer. The EQ/Davis New York Venture Portfolio also may invest in companies that are involved in litigation, companies whose financial reports or corporate governance may be challenged, companies whose annual report may disclose a weakness in internal controls or companies that are involved in other adverse events that may threaten their future. There is a risk that the “special situation” may not be completed on the terms or within the time frame contemplated or might not occur at all, which could have a negative impact on the price of the issuer’s securities and fail to produce the expected gains or produce a loss for a portfolio.

 

Unseasoned Companies Risk: These are companies that have been in operation less than three years, including operation of any predecessors. These securities may have limited liquidity and their prices may be very volatile.

 

Risks of Fixed Income Investments

 

The Portfolio may invest a portion of its assets in Underlying Portfolios or Underlying ETFs that invest primarily in debt securities. Therefore, as an investor in the Portfolio, the return on your investment will be based, to some extent, on the risks and rewards of fixed income securities or bonds.

 

Examples of bonds include, but are not limited to, corporate debt securities (including notes), asset-backed securities, securities issued by the U.S. Government and obligations issued by both government agency and private issuers. Bond issuers may be foreign corporations or governments and are limited as described in each Underlying Portfolio’s investment strategies. In addition to bonds, debt securities also include money market instruments.

 

The risks of investing in fixed income securities may include:

 

Credit/Default Risk: The risk that an issuer of a security or the counter-party to a contract will default or otherwise become unable to honor a financial obligation. Lower rated securities involve a substantial risk of default or downgrade and are more volatile than investment-grade securities. Lower rated bonds involve a greater risk of price declines than investment-grade securities due to actual or perceived changes to an issuer’s credit worthiness.

 

Convertible Securities Risk: Convertible securities may include both convertible debt and convertible preferred stock. Such securities may be converted into shares of the underlying common stock at either a stated price or stated rate. Therefore, convertible securities enable the holder to benefit from increases in the market price of the underlying common stock. Convertible securities provide higher yields than the underlying common stock, but generally offer lower yields than nonconvertible securities of similar quality. The value of convertible securities fluctuates in relation to changes in interest rates and, in addition, fluctuates in relation to the underlying common stock. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by an Underlying Portfolio is called for redemption, the Underlying Portfolio will be required to permit the issuer to redeem the security, convert it into underlying common stock or sell it to a third party. Investments by certain of the Underlying Portfolios in convertible debt securities are not subject to any ratings restrictions, although each Adviser will consider such ratings, and any changes in such ratings, in its determination of whether an Underlying Portfolio should invest and/or continue to hold the securities.

 

Distressed Companies Risk: Debt obligations of distressed companies typically are unrated, lower-rated or close to default. Also, securities of distressed companies are generally more likely to become worthless than the securities of more financially stable companies.

 

Interest Rate Risk: The risk of market losses attributable to changes in interest rates. In general, the prices of fixed-income securities rise when interest rates fall, and fall when interest rates rise. The longer the term of a bond or other fixed income instrument, the more sensitive it will be to fluctuations in value from interest rate changes. Changes in interest rates may have a significant effect on an Underlying Portfolio’s holding a significant portion of its assets in fixed income securities with long term maturities.

 

Investment Grade Securities Risk: Debt securities are rated by national bond rating agencies. Securities rated BBB and higher by S&P and Baa or higher by Moody’s are considered investment grade securities, but securities rated BBB or Baa are somewhat riskier than higher rated obligations because they are regarded as having only an adequate capacity to pay principal and interest, and are considered to lack outstanding investment characteristics.

 

Loan Participation Risk: An Underlying Portfolio’s investments in loan participation and assignments are subject to the risk that the financial institution acting as agent for all interests in a loan might fail financially. It is also possible that the portfolio could be held liable as a co-lender.

 

Lower-Rated Securities (also referred to as Junk Bond) Risk (a.k.a. Below Investment Grade Securities Risk): Bonds rated below investment grade ( i.e., BB or lower by S&P or Ba or lower by Moody’s) are speculative in nature, involve greater risk of default by the issuing entity and may be subject to greater market fluctuations than higher rated fixed income securities.

 

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Money Market Risk: Although a money market fund is designed to be a relatively low risk investment, it is not entirely free of risk. Despite the short maturities and high credit quality of the a money market fund’s investments, increases in interest rates decreases in the federal funds rate, and deteriorations in the credit quality of the instruments the portfolio has purchased may reduce an Underlying Portfolio’s yield. In addition, the portfolio is still subject to the risk that the value of an investment may be eroded over time by inflation.

 

Banking Industry Sector Risk: To the extent an Underlying Portfolio invests in the banking industry, it is exposed to the risks generally associated with such industry, including interest rate risk, credit risk and the risk that regulatory developments relating to the banking industry may affect its investment.

 

Mortgage-Backed and Asset-Backed Securities Risk. The risk that the principal on mortgage- or asset-backed securities may be prepaid at any time, which will reduce their yield and market value. If interest rates fall, the rate of prepayments tends to increase as borrowers are motivated to pay off debt and refinance at new lower rates. Rising interest rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a portfolio that holds mortgage-related securities may exhibit additional volatility. This is known as extension risk. In addition, the risk of default by borrowers is greater during periods of rising interest rates and/or unemployment rates. The early retirement of particular classes or series of a collateralized mortgage obligation held by a portfolio would have the same effect as the prepayment of mortgages underlying other mortgage-backed securities.

 

If a portfolio purchases mortgage-backed or asset-backed securities that are “subordinated” to other interests in the same mortgage pool, the portfolio as a holder of those securities may only receive payments after the pool’s obligations to other investors have been satisfied. For example, an unexpectedly high rate of defaults on the mortgages held by a mortgage pool may limit substantially the pool’s ability to make payments of principal or interest to the portfolio as a holder of such subordinated securities, reducing the values of those securities or in some cases rendering them worthless. Certain mortgage-backed securities may include securities backed by pools of mortgage loans made to “subprime” borrowers or borrowers with blemished credit histories; the risk of defaults is generally higher in the case of mortgage pools that include such subprime mortgages. The underwriting standards for subprime loans are more flexible than the standards generally used by banks for borrowers with non-blemished credit histories with regard to the borrowers credit standing and repayment ability. Borrowers who qualify generally have impaired credit histories, which may include a record of major derogatory credit items such as outstanding judgments or prior bankruptcies. In addition, they may not have the documentation required to qualify for a standard mortgage loan. As a result, the mortgage loans in the mortgage pool are likely to experience rates of delinquency, foreclosure, and bankruptcy that are higher, and that may be substantially higher, than those experienced by mortgage loans underwritten in a more traditional manner. In addition, changes in the values of the mortgaged properties, as well as changes in interest rates, may have a greater effect on the delinquency, foreclosure, bankruptcy, and loss experience of the mortgage loans in the mortgage pool than on mortgage loans originated in a more traditional manner. Moreover, instability in the markets for mortgage-backed and asset-backed securities may affect the liquidity of such securities, which means that a portfolio may be unable to sell such securities at an advantageous time and price. As a result, the value of such securities may decrease and a portfolio may incur greater losses on the sale of such securities than under more stable market conditions. Furthermore, instability and illiquidity in the market for lower-rated mortgage-backed and asset-backed securities may affect the overall market for such securities, thereby impacting the liquidity and value of higher-rated securities.

 

Zero Coupon and Pay-in-Kind Securities Risk: A zero coupon or pay-in-kind security pays no interest in cash to its holder during its life. Accordingly, zero coupon securities usually trade at a deep discount from their face or par value and, together with pay-in-kind securities, will be subject to greater fluctuations in market value in response to changing interest rates than debt obligations of comparable maturities that make current distribution of interest in cash.

 

Risks of Foreign Securities Investments

 

The Portfolio may invest a varying portion of its assets in Underlying Portfolios and Underlying ETFs that invest primarily in foreign securities. Therefore, as an investor in the Portfolio, the return on your investment will be based, to some extent, on the risk and rewards of foreign securities.

 

The following is a more detailed description of the primary risks of investing in foreign securities:

 

Foreign Securities Risk . An Underlying Portfolio’s investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities that can adversely affect the portfolio’s performance. Foreign markets, particularly emerging markets, may be less liquid, more volatile and subject to less government supervision than domestic markets. The value of a portfolio’s investment may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. There may be difficulties enforcing contractual obligations, and it may take more time for trades to clear and settle.

 

   

Currency Risk — The risk that fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. A change in the value of any such currency against the U.S. dollar will result in a change in the U.S. dollar value of a portfolio’s assets and income.

 

   

Emerging Markets Risk — There are greater risks involved in investing in emerging market countries and/or their securities

 

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markets. Generally, economic structures in these countries are less diverse and mature than those in developed countries, and their political systems are less stable. Investments in emerging market countries may be affected by national policies that restrict foreign investment in certain issuers or industries. The small size of their securities markets and low trading volumes can make investments illiquid and more volatile than investments in developed countries and such securities may be subject to abrupt and severe price declines. As a result, an Underlying Portfolio investing in emerging market countries may be required to establish special custody or other arrangements before investing.

 

   

Geographic Risk — The economies and financial markets of certain regions, such as Latin America and Asia, can be highly interdependent and may decline all at the same time. In addition, certain markets are prone to natural disasters such as earthquakes, volcanoes, droughts or tsunamis and are economically sensitive to environmental events.

 

   

Political/Economic Risk — Changes in economic and tax policies, government instability, war or other political or economic actions or factors may have an adverse effect on an Underlying Portfolio’s foreign investments.

 

   

Regulatory Risk — Less information may be available about foreign companies. In general, foreign companies are not subject to uniform accounting, auditing and financial reporting standards or to other regulatory practices and requirements as are U.S. companies.

 

   

Transaction Costs Risk — The costs of buying and selling foreign securities, including tax, brokerage and custody costs, generally are higher than those involving domestic transactions.

 

Risks of Alternative Investments

 

The Portfolio may invest in certain Underlying ETFs that invest in alternative investments. Therefore, as an investor in the Portfolio, the return on your investment will be based, to some extent, on the risks and rewards of alternative investments. The following is a more detailed description of the primary risks of investing in alternative investments. In addition, certain risks discussed below may apply to Underlying ETFs that do not invest in alternative investments. An Underlying ETF may be subject to certain additional risks as discussed in its iShares Prospectus and prospectuses of other Underlying ETFs.

 

Asset Class Risk. The returns from the types of securities in which an Underlying Portfolio or Underlying ETF invests may underperform returns from the various general securities markets or different asset classes. Different types of securities tend to go through cycles of out-performance and underperformance in comparison to the general securities markets.

 

Commodity Price Volatility Risk. Because the value of the shares of an Underlying ETF that is based on a particular commodity depends on the price of that commodity, the value of those shares is subject to fluctuations similar to those affecting the commodities.

 

Changes in Economic Conditions Risk. A change in economic conditions, such as a recession, can adversely affect the price of a commodity and an economic downturn could have a negative impact on demand for that commodity and, consequently, its price and the price of a fund investing in that commodity.

 

Changes in Speculators Outlook Risk. A significant change in the attitude of speculators and investors towards a commodity could impact Underlying Portfolios. Should the speculative community take a negative view towards such commodity, it could cause a decline in world prices for that commodity, negatively impacting the price of a fund investing in that commodity.

 

Concentration Risk. If an Underlying Portfolio or Underlying ETF concentrates in a particular industry, group of industries or sector, that Underlying Portfolio or Underlying ETF may be adversely affected by the performance of those securities and may be subject to price volatility. In addition, an Underlying Portfolio or Underlying ETF that concentrates in a single industry or group of industries may be more susceptible to any single economic, market, political or regulatory occurrence affecting that industry or group of industries.

 

Custody Risk. The risks involved in the process of clearing and settling trades and holding securities with local agents and depositaries. The less developed a country’s securities market is, the greater the likelihood of problems occurring.

 

Increases in Hedging Activity Risk. An increase in hedging activity by producers of a commodity could cause a decline in world prices of that commodity, negatively impacting the price of a fund investing in that commodity.

 

Economic Risk. The performance of the economy in each of the countries and regions in which the Underlying Portfolio or Underlying ETF invests could have a large impact on Underlying Portfolios. Economic events in any one country or region can have a significant economic effect on the country or region as well as on major trading partners outside the region.

 

   

Asian Economic Risk — Certain Asian economies have experienced over-extension of credit, currency devaluations and restrictions, high unemployment, high inflation, decreased exports and economic recessions.

 

   

Australasia Economic Risk — The economies of Australasia, which includes Australia and New Zealand, are dependent on exports from the agricultural and mining sectors. This makes Australasian economies susceptible to fluctuations in the commodity markets.

 

   

European Economic Risk — The Economic and Monetary Union of the European Union (“EU”) requires compliance with restrictions

 

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on inflation rates, deficits, interest rates, debt levels and fiscal and monetary controls, each of which may significantly affect every country in Europe.

 

Energy Sector Risk: The energy sector is cyclical and highly dependent on commodities prices, and the market values of companies in the energy sector are strongly affected by the levels and volatility of global energy prices, capital expenditures on exploration and production, energy conservation efforts, exchange rates and technological advances. Companies in this sector are subject to substantial government regulation and contractual fixed pricing, which may increase the cost of business and limit these companies’ earnings, and a significant portion of their revenues depends on a relatively small number of customers, including governmental entities and utilities. As a result, governmental budget constraints may have a material adverse effect on the stock prices of companies in this industry. Energy companies also face a significant risk of civil liability from accidents resulting in injury or loss of life or property, pollution or other environmental mishaps, equipment malfunctions or mishandling of materials and a risk of loss from terrorism and natural disasters. Any such event could have serious consequences for the general population of the area affected and result in a material adverse impact to the Underlying ETF’s portfolio companies and the performance of the Underlying ETF.

 

Global Real Estate Risk. Some of the Underlying Portfolios or Underlying ETFs concentrate their assets in the global real estate industry, which will be impacted by the performance of real estate markets globally.

 

Industrial Sector Risk. The stock prices of companies in the industrials sector are affected by supply and demand both for their specific product or service and for industrial sector products in general. The products of manufacturing companies may face product obsolescence; government regulation, world events and economic conditions affect the performance of companies in the industrials sector.

 

Legal Enforcement of Shareholder Rights Risk. In countries other than the U.S., legal principles relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities may differ from those that may apply in the U.S. An Underlying Portfolio or Underlying ETF may have more difficulty asserting its rights as a stockholder of a non-U.S. company than it would as a stockholder of a comparable U.S. company.

 

Market Trading Risks:

 

   

Absence of Active Market: there can be no assurance that an active trading market for the shares of an Underlying ETF will develop or be maintained.

 

   

Costs of Buying or Selling Underlying ETF Shares: When buying or selling Underlying ETF shares through a broker, the Portfolio will incur a brokerage commission or other charges imposed by brokers as determined by that broker. In addition, the Portfolio may incur the cost of the difference between what professional investors are willing to pay for Underlying ETF shares and the price at which they are willing to sell Underlying ETF shares. Because of these costs, frequent trading may detract significantly from investment results.

 

   

Lack of Market Liquidity: Secondary market trading for the shares of an Underlying ETF may be halted by a national securities exchange because of market conditions or for other reasons. In addition, trading in the shares of Underlying ETFs is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules. There can be no assurance that the requirements necessary to maintain the listing of the shares of an Underlying ETF will continue to be met or will remain unchanged.

 

   

Risks of Secondary Listings: The shares of an Underlying ETF may be listed or traded on U.S. and non-U.S. stock exchanges other than the U.S. stock exchange where the Underlying ETF’s primary listing is maintained. There can be no assurance that the Underlying ETF’s shares will continue to meet the requirements for listing or trading on any exchange or in any market. The Underlying ETF’s shares may be less actively traded in certain markets than others, and investors are subject to the execution and settlement risks and market standards of the market where they or their broker direct their trades. Certain information available to investors who trade Fund shares on a U.S. stock exchange during regular market hours may not be available to investors who trade in other markets, which may result in secondary market prices in such markets being less efficient.

 

   

Shares of the Underlying ETFs May Trade at Prices other than Net Asset Value: The shares of an Underlying ETF may trade at, or below their NAV. The NAV of shares of an Underlying ETF will fluctuate with changes in the market value of such Underlying ETF’s holdings. The trading prices of an Underlying ETF’s shares will fluctuate in accordance with changes in its NAV as well as market supply and demand.

 

Oil and Gas Sector Risk. The profitability of companies in the oil and gas sector is related to worldwide energy prices, exploration, and production spending. Companies in the oil and gas sector may be adversely affected by natural disasters or other catastrophes. Companies in the oil and gas sector may be at risk for environmental damage claims. Companies in the oil and gas sector may be adversely affected by changes in exchange rates, interest rates, economic conditions, government regulation or world events in the regions that the companies operate ( e.g ., expropriation, nationalization, confiscation of assets and property or the imposition of restrictions on foreign investments and repatriation of capital, military coups, social unrest, violence or labor unrest.) Companies in the oil and gas sector may have significant capital investments in, or engage in transactions involving, emerging market countries, which may heighten these risks.

 

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Privatization Results Risk. Some countries in which the Underlying ETFs invest may be in the process of privatization of certain entities and industries. Historically, investors in newly privatized entities have, at times, suffered losses in the face of adverse regulatory decisions or the sharp depreciation of currencies. There is no assurance that such losses will not recur.

 

Reliance on Trading Partners Risk: The economies of many countries in which the Underlying ETF invests are highly dependent on trade with certain key trading partners. Reduction in spending on products and services by these key trading partners, institution of tariffs or other trade barriers or a slowdown in the economies of key trading partners may adversely affect the performance of any company in which the Underlying ETF invests and have a material adverse effect on the Underlying ETF’s performance.

 

Sales by the Official Sector Risk. A significant portion of the aggregate world gold holdings is owned by governments, central banks and related institutions. If one or more of these institutions decides to sell in amounts large enough to cause a decline in world gold prices, the price of an Underlying ETF that invests in gold will be adversely affected.

 

Secondary Market Trading Risk. Shares of the Underlying Portfolios may trade in the secondary market on days when the Underlying Portfolios do not accept orders to purchase or redeem shares. On such days, shares may trade in the secondary market with more significant premiums or discounts than might be experienced on days when the Underlying Portfolios accept purchase and redemption orders.

 

Small-Capitalization Companies Risk. Underlying Portfolios and Underlying ETFs that invest in stocks of small-capitalization companies are subject to stock prices that are more volatile than those of larger companies. Small- capitalization companies may be less financially secure and they rely on a small number of key personnel. They also have less diverse product lines and their shares may be thinly traded.

 

Structural Risks: Certain countries in which the Underlying ETF invests may experience currency devaluations, substantial rates of inflation or economic recessions, causing a negative effect on their economies and securities markets.

 

Timber and Forestry Risk: The timber and forestry industry is highly cyclical and the market value of companies engaged in the ownership, management or upstream supply chain of forests and timberlands is strongly affected by changes in international economic conditions, interest rates, changing demographics, weather cycles and environmental conditions. For example, the volume and value of timber that can be harvested from timberlands is limited by natural disasters, fire, volcanic eruptions, insect infestation, disease, ice storms, wind storms, flooding and other events and weather conditions and changes in climate conditions could intensify the effects of any of these factors. Many companies in the timber and forestry industry do not insure against damages to their timberlands. Companies in this industry are also subject to stringent federal, state and local environmental, health and safety laws and regulations.

 

Trading Risk: While the creation/redemption feature of the Underlying ETF is designed to make it likely that shares of the Underlying ETF will trade close to their NAV, disruptions to creations and redemptions may result in trading prices that differ significantly from NAV.

 

Utilities Sector Risk: The utilities sector in general is subject to significant governmental regulation and review, which may result in limitations or delays with regard to changes in the rates that companies in this sector charge their customers. Other risk factors that may affect utility companies include the risk of increases in fuel and other operating costs; the high cost of borrowing to finance capital construction during inflationary periods; restrictions on operations and increased costs and delays associated with compliance with environmental and safety regulations; difficulties in obtaining natural gas or other key inputs; risks related to the construction and operation of power plants; the effects of energy conservation and the effects of regulatory changes. Any of these factors could result in a material adverse impact on the Underlying ETF’s portfolio securities and the performance of the Underlying ETF.

 

World Events and Economic Conditions Risk. An Underlying Portfolio or Underlying ETF may be adversely affected by the performance of securities in a particular industry or sector and may be more susceptible to any single economic, market, political or regulatory occurrence affecting that industry or group of industries.

 

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Benchmarks

 

The performance of the Portfolio as shown in the section “About the Investment Portfolio” compares the Portfolio’s performance to that of a broad-based securities market index, an index of funds with similar investment objectives and/or a blended index. The Portfolio’s annualized rates of return are net of: (i) its investment management fees; and (ii) its other expenses. These rates are not the same as the actual return you would receive under your Contract.

 

Broad-based securities indices are unmanaged and are not subject to fees and expenses typically associated with managed investment company portfolios. Broad-based securities indices are also not subject to contract and insurance-related expenses and charges. Investments cannot be made directly in a broad-based securities index. Comparisons with these benchmarks, therefore, are of limited use. They are included because they are widely known and may help you to understand the universe of securities from which the Portfolio is likely to select its holdings.

 

Barclays Capital U.S. Aggregate Bond Index (“Aggregate Bond Index”) covers the U.S. investment-grade fixed-rate bond market, including U.S. Treasury and credit, agency mortgage pass-through, asset-backed, commercial mortgage-based, corporate and “Yankee” bonds (U.S. dollar-denominated bonds issued outside the United States). To qualify for inclusion in the Aggregate Bond Index, a bond must have at least one year remaining to final maturity, $150 million in par value outstanding, rated Baa or better by Moody’s, have a fixed coupon rate, and be U.S. dollar denominated.

 

MSCI EAFE ® Index (Europe, Australasia, Far East) contains a market capitalization weighted sampling of securities deemed by Morgan Stanley Capital International (“MSCI”) to be representative of the market structure of the developed equity markets in Europe, Australasia and the Far East. To construct the MSCI EAFE, MSCI targets at least 60% coverage of the market capitalization of each industry within each country in the MSCI EAFE. Companies with less than 40% of their market capitalization publicly traded are float-adjusted to include only a fraction of their market capitalization in the broader MSCI EAFE index. MSCI EAFE Index returns assume dividends reinvested net of withholding taxes and do not reflect any fees or expenses.

 

NAREIT Equity REIT Index (“NAREIT Index”) is an unmanaged index that provides investors with a comprehensive family of REIT performance indices that spans the commercial real estate space across the U.S. economy.

 

Standard & Poor’s 500 Composite Stock Price Index (“S&P 500 Index”) is an unmanaged weighted index of common stocks of 500 of the largest U.S. industrial, transportation, utility and financial companies, deemed by S&P to be representative of the larger capitalization portion of the United States stock market. The index is capitalization weighted, thereby giving greater weight to companies with the largest market capitalizations.

 

Moderate Allocation Index is a hypothetical combination of unmanaged indices. The composite index combines the total return of the S&P 500 Index at a weighting of 45%, the Aggregate Bond Index at a weighting of 30%, the MSCI EAFE Index at a weighting of 20%, and the NAREIT Equity REIT Index at a weighting of 5%.

 

“Blended” performance numbers (e.g., 50% S&P 500 Index/50% Barclays Capital Aggregate Bond) assume a static mix of the indices. We believe that these indices reflect more closely the market sectors in which the Portfolio invests.

 

20   More information on risks and benchmarks and the Underlying Portfolios and Underlying ETFs   EQ Advisors Trust


Information Regarding the Underlying Portfolios and Underlying ETFs

 

The following is additional information regarding the Underlying Portfolios and Underlying ETFs. If you would like more information about the Underlying Portfolios and Underlying ETFs, their Prospectuses and Statements of Additional Information are available by contacting your financial professional, or the portfolios at:

 

AXA Premier VIP Trust

EQ Advisors Trust

1290 Avenue of the Americas

New York, NY 10104

Telephone: 1-877-222-2144

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

LARGE CAP EQUITIES
EQ/AllianceBernstein Common Stock Portfolio   Seeks to achieve a total return before expenses that approximates the total return performance of the Russell 3000 Index, including reinvestment of dividends, at a risk level consistent with that of the Russell 3000 Index.   The Portfolio generally invests at least 80% of its net assets, plus borrowings for investment purposes, in common stocks of companies presented in the Russell 3000 ® Index. The Portfolio also may underweight or overweight individual companies or sectors when the Adviser believes it will benefit performance. The Portfolio also invests in other equity-type securities (such as preferred stock or convertible debt) that the Adviser believes will share in the growth of the economy over a long-term period.  

•   Derivatives Risk

•   Equity Risk

•   Exchange-Traded Funds Risk

•   Index-Fund Risk

•   Large-Cap Company Risk

•   Market Risk

•   Small and Mid-Capitalization Risk

EQ/BlackRock Basic Value Equity
Portfolio
  Seeks to achieve capital appreciation and secondarily, income.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities. The Portfolio invests primarily in equity securities that the Adviser believes are undervalued and therefore represent basic investment values.  

•   Currency Risk

•   Derivatives Risk

•   Equity Risk

•   Foreign Securities Risk

•   Large-Cap Company Risk

•   Mid-Cap Company Risk

•   Value Investing Risk

EQ/Boston Advisors Equity Income Portfolio   Seeks to achieve a combination of growth and income to achieve an above-average and consistent total return.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities. The Portfolio intends to invest primarily in dividend-paying common stocks of U.S. large capitalization companies.  

•   Convertible Securities Risk

•   Currency Risk

•   Depositary Receipts Risk

•   Equity Risk

•   Foreign Securities and Emerging Markets Risk

•   Large-Cap Company Risk

•   Small-Cap and Mid-Cap Company Risk

EQ/Capital Guardian Growth Portfolio   Seeks to achieve long-term growth of capital   The Adviser seeks to achieve the Portfolio’s investment objective by investing primarily in equity securities of U.S. issuers and securities whose principal markets are in the U.S., including American Depository Receipts and other U.S. registered foreign securities. The Portfolio normally is invested primarily in common stocks, or securities convertible or exchangeable into common stocks, of companies with market capitalization greater than $1.5 billion at the time of purchase.  

•   Convertible Securities Risk

•   Currency Risk

•   Depositary Receipts Risk

•   Equity Risk

•   Foreign Securities Risk

•   Growth Investing Risk

•   Large-Cap Company Risk

•   Small and Mid-Cap Company Risk

 

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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

EQ/Capital Guardian Research Portfolio   Seeks to achieve long-term growth of capital.   The Portfolio invests primarily in equity securities of U.S. issuers and securities whose principal markets are in the U.S., including American Depository Receipts and other U.S. registered foreign securities. The Portfolio invests primarily in common stocks of companies with a market capitalization greater than $1 billion at the time of purchase.  

•   Convertible Securities Risk

•   Currency Risk

•   Depositary Receipts Risk

•   Equity Risk

•   Foreign Securities Risk

•   Large-Cap Company Risk

•   Small and Mid-Cap Company Risk

EQ/Davis New York Venture Portfolio   Seeks to achieve long-term growth of capital.   Under normal circumstances, the Portfolio invests a majority of its assets in equity securities issued by large-cap companies with market capitalizations of at least $10 billion. The Portfolio also has the flexibility to invest a limited portion of its assets in companies of any size, to invest in companies whose shares may be subject to controversy, to invest in foreign securities, including depositary receipts, and to invest in non-equity securities. The Portfolio may invest a significant portion of its assets in the financial services sector.  

•   Currency Risk

•   Depositary Receipts Risk

•   Equity Risk

•   Financial Services Sector Risk

•   Foreign Securities Risk

•   Large-Cap Company Risk

•   Special Situations Risk

EQ/Equity 500 Index Portfolio   Seeks to achieve a total return before expenses that approximates the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P 500 Index.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities in the S&P 500 Index. The Portfolio will seek to hold all 500 securities in the S&P 500 Index in the exact weight each represents in that index.  

•   Derivatives Risk

•   Equity Risk

•   Index-Fund Risk

•   Large-Cap Company Risk

EQ/Evergreen Omega Portfolio   Seeks to achieve long-term capital growth.   The Portfolio invests primarily in common stocks and securities convertible into common stocks of U.S. companies across all market capitalizations. The Adviser employs a growth style of equity management.  

•   Convertible Securities Risk

•   Currency Risk

•   Derivatives Risk

•   Equity Risk

•   Foreign Securities Risk

•   Growth Investing Risk

•   Large-Cap Company Risk

•   Portfolio Turnover Risk

•   Small and Mid-Cap Company Risk

 

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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

EQ/JPMorgan Value

Opportunities Portfolio

  Seeks to achieve long-term capital appreciation.   Under normal circumstances, the Portfolio invests at least 80% of its net assets in equity securities of mid- and large-capitalization companies. For the purposes of this Portfolio, issuers with market capitalization between $2 billion and $5 billion are considered mid-capitalization while those above $5 billion are considered large-capitalization. The Adviser employs a value-oriented investment approach.  

•   Convertible Securities Risk

•   Credit Risk

•   Currency Risk

•   Derivatives Risk

•   Equity Risk

•   Fixed Income Risk

•   Foreign Securities Risk

•   Interest Rate Risk

•   Investment Grade Securities Risk

•   Junk Bonds or Lower Rated Securities Risk

•   Large-Cap Company Risk

•   Mid-Cap Company Risk

•   Value Investing Risk

•   Zero Coupon and Pay-in-Kind Securities Risk

EQ/Large Cap Core PLUS Portfolio   Seeks long-term growth of capital with a secondary objective to seek reasonable current income.   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in securities of large-cap companies (or other financial instruments that derive their value from the securities of such companies). For purposes of this Portfolio, the words “reasonable current income” mean moderate income.  

•   Convertible Securities Risk

•   Currency Risk

•   ETF Risk

•   Equity Risk

•   Focused Portfolio Risk

•   Foreign Securities and Emerging Markets Risk

•   Growth Investing Risk

•   Index-Fund Risk

•   Large-Cap Company Risk

•   Multiple-Adviser Risk

•   Portfolio Turnover Risk

•   Value Investing Risk

EQ/Large Cap Growth Index Portfolio   Seeks to achieve a total return before expenses that approximates the total return performance of the Russell 1000 Growth Index, including reinvestment of dividends, at a risk level consistent with that of the Russell 1000 Growth Index.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities in the Russell 1000 Growth Index at the time of initial investment. The Portfolio seeks to hold all securities in the Index in the exact weight each represents in the Index.  

•   Derivatives Risk

•   Equity Risk

•   Growth Investing Risk

•   Index-Fund Risk

•   Large-Cap Company Risk

EQ/Large Cap Growth PLUS Portfolio   Seeks to provide long-term capital growth.   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in securities of large-cap companies (or other financial instruments that derive their value from the securities of such companies).  

•   Convertible Securities Risk

•   Currency Risk

•   Emerging Markets Risk

•   Equity Risk

•   ETF Risk

•   Focused Portfolio Risk

•   Foreign Securities Risk

•   Growth Investing Risk

•   Index-Fund Risk

•   Large-Cap Company Risk

•   Multiple-Adviser Risk

•   Portfolio Turnover Risk

 

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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

EQ/Large Cap Value Index Portfolio   Seeks to achieve a total return before expenses that approximates the total return performance of the Russell 1000 Value Index, including reinvestment of dividends, at a risk level consistent with that of the Russell 1000 Value Index.   The Portfolio normally invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities in the Russell 1000 Value Index. The Portfolio will be constructed and maintained by utilizing a replication construction technique. That is, holding each company in proportion to its market capitalization weight in the Russell 1000 Value Index, although in certain circumstances, a sampling approach may be utilized.  

•   Derivatives Risk

•   Equity Risk

•   Growth Investing Risk

•   Index-Fund Risk

•   Large-Cap Company Risk

EQ/Large Cap Value PLUS Portfolio   Seeks to achieve capital appreciation.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in securities of large-cap companies (or other financial investments that derive their value from the securities of such companies).  

•   Convertible Securities Risk

•   Currency Risk

•   Equity Risk

•   Emerging Markets Risk

•   ETF Risk

•   Focused Portfolio Risk

•   Foreign Securities Risk

•   Index Fund Risk

•   Large-Cap Company Risk

•   Multiple Adviser Risk

•   Portfolio Turnover Risk

•   Value Investing Risk

EQ/Lord Abbett Growth and Income Portfolio   Seeks to achieve capital appreciation and growth of income without excessive fluctuation in market value.   The Portfolio primarily invests in the equity securities of large, seasoned U.S. and multinational companies that the Adviser believes are undervalued. Under normal circumstances, the Portfolio invests at least 80% of its net assets in equity securities of large companies. For the purposes of this Portfolio, a large company is defined as a company having a market capitalization at the time of purchase that falls within the market capitalization range of companies in the Russell 1000 Index.  

•   Convertible Securities Risk

•   Currency Risk

•   Depositary Receipts Risk

•   Derivatives Risk

•   Equity Risk

•   Foreign Securities Risk

•   Futures and Options Risk

•   Large-Cap Company Risk

•   Value Investing Risk

EQ/Lord Abbett Large Cap Core Portfolio   Seeks to achieve capital appreciation and growth of income with reasonable risk.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus the amount of any borrowings for investment purposes, in equity securities of large, seasoned U.S. and multinational companies. For the purposes of this Portfolio, a large company is defined as having a market capitalization at the time of purchase that falls within the market capitalization range of companies in the Russell 1000 Index.  

•   Convertible Securities Risk

•   Currency Risk

•   Depositary Receipts Risk

•   Derivatives Risk

•   Equity Risk

•   Foreign Securities Risk

•   Futures and Options Risk

•   Growth Investing Risk

•   Large-Cap Company Risk

•   Value Investing Risk

 

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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

EQ/Focus PLUS Portfolio   Seeks to achieve long-term growth of capital.   The Portfolio, which is non-diversified, invests primarily in the common stocks of large companies, normally a core position of 20-30 common stocks that are selected for their long-term growth potential. For purposes of this Portfolio, companies having a market capitalization of $5 billion or more generally are considered large companies.  

•  Currency Risk

•  Emerging Markets Risks

•  Equity Risk

•  Focused Portfolio Risk

•  Foreign Securities Risk

•  Growth Investing Risk

•  Index Fund Risk

•  Large-Cap Company Risk

•  Mid-Cap Company Risk

•  Multiple Adviser Risk

•  Non-Diversification Risk

•  Portfolio Turnover Risk

EQ/Montag & Caldwell Growth Portfolio   Seeks to achieve capital appreciation   Under normal circumstances, the Portfolio intends to invest primarily in equity securities of U.S. large capitalization companies. For purposes of this Portfolio, large capitalization companies include those companies with market capitalization in excess of $5 billion at the time of investment.  

•  Convertible Securities Risk

•  Currency Risk

•  Depositary Receipts Risk

•  Equity Risk

•  Foreign Securities Risk

•  Growth Investing Risk

•  Large-Cap Company Risk

•  Small-Cap and Mid-Cap Company Risk

EQ/AXA Mutual Shares Core Portfolio   Seeks to achieve capital appreciation, which may occasionally be short-term, and secondarily, income.   Under normal circumstances, the Portfolio invests mainly in equity securities (including securities convertible into, or that the Adviser expects to be exchanged for, common or preferred stocks) of U.S. and foreign companies that the Adviser believes are undervalued. The Portfolio invests primarily in mid- and large-cap companies with market capitalization greater than $5 billion at the time of investment, but it may invest a significant portion of its net assets in small-cap companies as well.  

•  Credit Risk

•  Currency Risk

•  Depositary Receipts Risk

•  Derivatives Risk

•  Distressed Companies Risk

•  Equity Risk

•  Fixed Income Risk

•  Foreign Securities and Emerging Markets Risk

•  Index Fund Risk

•  Interest Rate Risk

•  Investment Company Securities Risk

•  Junk Bonds and Lower Rated Securities Risk

•  Large-Cap Company Risk

•  Liquidity Risk

•  Multiple Adviser Risk

•  Real Estate Investing Risk

•  Small-Cap and Mid-Cap Company Risk

•  Special Situations Risk

•  Value Investing Risk

EQ/Oppenheimer Main Street Opportunity Portfolio   Seeks to achieve long-term capital appreciation.   Under normal circumstances, the Portfolio invests primarily in common stocks of U.S. companies of small, medium and large capitalization ranges. The Portfolio also may invest in foreign securities, including securities of companies in emerging markets and depositary receipts, preferred stocks, warrants and, to a limited extent, convertible securities, derivatives and securities of other investment companies, including ETFs.  

•  Convertible Securities Risk

•  Currency Risk

•  Depositary Receipts Risk

•  Derivatives Risk

•  Equity Risk

•  Exchange Traded Funds Risk

•  Foreign Securities and Emerging Markets Risk

•  Growth Investing Risk

•  Investment Company Securities Risk

•  Large-Cap Company Risk

•  Liquidity Risk

•  Portfolio Turnover Risk

•  Small- and Mid-Cap Company Risk

•  Value Investing Risk

 

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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

EQ/T. Rowe Price Growth Stock

Portfolio

  Seeks to achieve long-term capital appreciation.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in common stocks of a diversified group of growth companies. The Adviser mostly seeks investments in companies that have the ability to pay increasing dividends through strong cash flow. The Adviser generally looks for companies with an above-average rate of earnings growth and an attractive niche in the economy that gives them the ability to sustain earnings momentum even during times of slow economic growth. The Portfolio may invest up to 30% of its assets in securities of foreign issuers, including those in emerging markets.  

•   Convertible Securities Risk

•   Currency Risk

•   Derivatives Risk

•   Equity Risk

•   Foreign Securities Risk and Emerging Markets Risk

•   Growth Investing Risk

•   Large-Cap Company Risk

•   Small-Cap and Mid-Cap Company Risk

•   Special Situations Risk

EQ/UBS Growth and Income Portfolio   Seeks to achieve total return through capital appreciation with income as a secondary consideration.   Under normal circumstances, the Portfolio intends to invest primarily in a broadly diversified group of equity securities of U.S. large capitalization companies that offer the opportunity for capital appreciation and, secondarily, income. For the purposes of this Portfolio, large capitalization companies include those companies with market capitalization in excess of $5 billion at the time of investment.  

•   Convertible Securities Risk

•   Equity Risk

•   Growth Investing Risk

•   Large-Cap Company Risk

•   Small and Mid-Cap Company Risk

EQ/Van Kampen Comstock Portfolio   Seeks to achieve capital growth and income.   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in common stocks. The Portfolio may invest in issuers of small, medium and large market capitalization.  

•   Convertible Securities Risk

•   Credit Risk

•   Currency Risk

•   Depositary Receipts Risk

•   Derivatives Risk

•   Equity Risk

•   Fixed Income Risk

•   Foreign Securities and Emerging Markets Risk

•   Interest Rate Risk

•   Investment Grade Securities Risk

•   Junk Bond or Lower Rated Securities Risk

•   Large-Cap Company Risk

•   Real Estate Investing Risk

•   Small-Cap and Mid-Cap Company Risk

•   Value Investing Risk

 

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Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

Multimanager Aggressive Equity Portfolio   Long-term growth of capital.   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities. The Portfolio invests primarily in securities of large capitalization growth companies, although the Advisers may invest, to a certain extent, in equity securities of small- and mid-capitalization growth companies as well.  

•  Adviser Selection Risk

•  Credit/Default Risk

•  Derivatives Risk

•  Equity Risk

•  Foreign Investing and Emerging Markets Risk

•  Investment Style Risk

•  Issuer-Specific Risk

•  Large Capitalization Risk

•  Liquidity Risk

•  Portfolio Management Risk

•  Small- and Mid-Capitalization Risk

Multimanager Large Cap Core Equity Portfolio   Long-term growth of capital.   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of U.S. large capitalization companies. For the purposes of this Portfolio, large capitalization companies are companies with market capitalization in excess of $5 billion at the time of investment. The Advisers generally choose investments that include either companies with above average growth prospects, companies selling at reasonable valuations, or both.  

•  Adviser Selection Risk

•  Equity Risk

•  Foreign Investing and Emerging Markets Risks

•  Issuer-Specific Risk

•  Large Capitalization Risk

•  Liquidity Risk

•  Portfolio Management Risk

Multimanager Large Cap Growth Portfolio   Long-term growth of capital.   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of U.S. large capitalization companies. For the purposes of this Portfolio, large capitalization companies are companies with market capitalization in excess of $5 billion at the time of investment. This Portfolio intends to invest primarily in common stocks but may also invest in other securities that the Advisers believe provide opportunities for capital growth.  

•  Adviser Selection Risk

•  Derivatives Risk

•  Equity Risk

•  Foreign Investing and Emerging Markets Risk

•  Investment Style Risk

•  Issuer-Specific Risk

•  Large Capitalization Risk

•  Liquidity Risk

•  Portfolio Management Risk

Multimanager Large Cap

Value Portfolio

  Long-term growth of capital.   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of U.S. large capitalization companies. For the purposes of this Portfolio, large capitalization companies are companies with market capitalization in excess of $5 billion at the time of investment. The Advisers use an investment style that focuses on stocks that are currently under-priced using certain financial measurements.  

•  Adviser Selection Risk

•  Equity Risk

•  Foreign Investing and Emerging Markets Risk

•  Investment Style Risk

•  Issuer-Specific Risk

•  Large Capitalization Risk

•  Liquidity Risk

•  Portfolio Management Risk

 

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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

SMALL/MID CAP EQUITIES
EQ/AllianceBernstein Small Cap Growth Portfolio   Seeks to achieve long-term growth of capital.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings, for investment purposes, in securities of small capitalization companies. Small capitalization companies mean those companies with market capitalizations within the range of the Russell 2500 Index at the time of purchase (market capitalization range of approximately $     billion to $     billion as of December 31, 2008 ). The Portfolio invests primarily in U.S. common stocks and equity type securities issued by smaller companies with favorable growth prospects.  

•  Convertible Securities Risk

•  Equity Risk

•  Growth Investing Risk

•  Liquidity Risk

•  Portfolio Turnover Risk

•  Small-Cap and Mid-Cap Company Risk

•  Special Situations Risk

EQ/Ariel Appreciation II Portfolio   Seeks to achieve long-term capital appreciation.   The Portfolio invests primarily in the securities of mid-capitalization companies (currently considered by the Adviser to mean companies with market capitalizations generally between $2 billion and $15 billion at the time of initial purchase by the Portfolio). The Portfolio generally contains no more than 50 stocks, and it generally holds investments for a relatively long period of time - typically two to five years.  

•  Convertible Securities Risk

•  Currency Risk

•  Equity Risk

•  Focused Portfolio Risk

•  Foreign Securities Risk

•  Mid-Cap Company Risk

•  Value Investing Risk

EQ/AXA Franklin Small Cap Value Core Portfolio   Seeks to achieve long-term total return.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in the securities of small-capitalization companies. Small-capitalization companies are companies with market capitalizations under $3.5 billion at the time of purchase. The Portfolio generally invests in equity securities that the Adviser believes are currently undervalued and have potential for capital appreciation.  

•  Currency Risk

•  Depositary Receipts Risk

•  Equity Risk

•  Foreign Securities Risk

•  Index Fund Risk

•  Liquidity Risk

•  Multiple Adviser Risk

•  Small-Cap and Mid-Cap Companies Risk

•  Value Investing Risk

EQ/GAMCO Small Company

Value Portfolio

  Seeks to maximize capital appreciation.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in stocks of small capitalization companies. Small capitalization companies are companies with market capitalizations of $2.0 billion or less at the time of investment. The Adviser utilizes a value-oriented investment style.  

•  Convertible Securities Risk

•  Currency Risk

•  Equity Risk

•  Foreign Securities Risk

•  Liquidity Risk

•  Small-Capitalization Risk

•  Value Investing Risk

 

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Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

EQ/Lord Abbett Mid Cap Value Portfolio   Seeks to achieve capital appreciation.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of mid-size companies. For the purposes of this Portfolio, a medium-sized company is defined as a company having a market cap at the time of purchase within the range of companies in the Russell MidCap Index. In selecting investments, the Portfolio uses a value approach that seeks to identify stocks of companies that have the potential for significant market appreciation due to growing recognition of improvement in their financial results or increasing anticipation of such improvement.  

•   Convertible Securities Risk

•   Currency Risk

•   Depositary Receipts Risk

•   Derivatives Risk

•   Equity Risk

•   Foreign Securities Risk

•   Futures and Options Risk

•   Mid-Cap Company Risk

•   Value Investing Risk

EQ/Mid Cap Index Portfolio   Seeks to achieve a total return before expenses that approximates the total return performance of the S&P Mid Cap 400 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P Mid Cap 400 Index.   Under normal circumstances, the Portfolio invests at least 80% of the Portfolio’s net assets, plus borrowings for investment purposes, in equity securities in the S&P MidCap Index. The Portfolio has been constructed and is maintained by utilizing a replication construction technique. That is, holding each company in proportion to its market capitalization weight in the S&P MidCap 400 Index, although, in certain circumstances a sampling approach may be utilized.  

•   Derivatives Risk

•   Equity Risk

•   Index-Fund Risk

•   Mid-Cap Company Risk

EQ/Mid Cap Value PLUS Portfolio   Seeks to achieve long-term capital appreciation   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in securities of companies with medium market capitalizations (or other financial instruments that derive their value from the securities of such companies).  

•   Currency Risk

•   Derivatives Risk

•   Equity Risk

•   ETF Risk

•   Foreign Securities and Emerging Markets Risk

•   Futures and Options Risk

•   Index-Fund Risk

•   Mid-Cap Company Risk

•   Multiple Adviser Risk

•   Real Estate Risk

•   Value Investing Risk

 

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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

EQ/Oppenheimer Main Street Small Cap Portfolio   Seeks to achieve capital appreciation   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in the securities of small-capitalization companies. Small-capitalization companies are companies that have market capitalizations equal to or below the largest capitalization companies in either the Russell 2000 Index or the S&P Small Cap 600 Index.  

•  Currency Risk

•  Depositary Receipts Risk

•  Derivative Risk

•  Equity Risk

•  Exchange Traded Funds Risk

•  Foreign Securities and Emerging Markets Risk

•  Growth Investing Risk

•  Initial Public Offering Risk

•  Investment Company Securities Risk

•  Large-Cap Company Risk

•  Liquidity Risk

•  Portfolio Turnover Risk

•  Small- and Mid-Cap Company Risk

•  Unseasoned Companies Risk

•  Value Investing Risk

EQ/Small Company Index
Portfolio
  Seeks to replicate as closely as possible (before the deduction of portfolio expenses) the total return of the Russell 2000 Index (“Russell 2000”).   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of small-cap companies included in the Russell 2000. The Portfolio invests in a statistically selected sample of the securities found in the Russell 2000. The securities held by the Portfolio are weighted to make the Portfolio’s total investment characteristics similar to those of the Russell 2000 as a whole.  

•  Convertible Securities Risk

•  Derivatives Risk

•  Equity Risk

•  Index-Fund Risk

•  Liquidity Risk

•  Small-Cap Company Risk

EQ/Van Kampen Mid Cap

Growth Portfolio

  Seeks to achieve capital growth.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in securities of medium-sized companies at the time of investment. The Portfolio primarily invests in equity securities including common stocks, preferred stocks, convertible securities and rights and warrants to purchase common stock. For the purposes of this Portfolio, medium-sized companies are defined by reference to those companies represented in the Russell Midcap Index.  

•  Convertible Securities Risk

•  Credit Risk

•  Currency Risk

•  Depositary Securities Risk

•  Derivatives Risk

•  Equity Risk

•  Fixed Income Risk

•  Foreign Securities and Emerging Markets Risk

•  Growth Investing Risk

•  Interest Rate Risk

•  Investment Grade Securities Risk

•  Junk Bond or Lower Rated Securities Risk

•  Large-Cap Company Risk

•  Real Estate Investing Risk

•  Small-Cap and Mid-Cap Company Risk

 

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Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

Multimanager Mid Cap

Growth Portfolio

  Long-term growth of capital.   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of U.S. mid-capitalization companies. For the purposes of this Portfolio, medium market capitalization companies are companies with market capitalization within the range of companies in the Russell Midcap Growth Index. The Advisers utilize an aggressive, growth-oriented investment style that emphasizes companies that are either in or entering into the growth phase of their business cycle.  

•  Adviser Selection Risk

•  Equity Risk

•  Foreign Investing and Emerging Markets Risks

•  Investment Style Risk

•  Issuer-Specific Risk

•  Liquidity Risk

•  Mid-Capitalization Risk

•  Portfolio Management Risk

Multimanager Mid Cap Value Portfolio   Long-term growth of capital.   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of U.S. mid-capitalization companies. For the purposes of this Portfolio, medium market capitalization companies are companies with market capitalization is within the range of companies in the Russell Midcap Value Index. The Advisers utilize a value-oriented investment style that emphasizes companies deemed to be currently under-priced according to certain financial measurements.  

•  Adviser Selection Risk

•  Derivatives Risk

•  Equity Risk

•  Foreign Investing and Emerging Markets Risks

•  Investment Style Risk

•  Issuer-Specific Risk

•  Liquidity Risk

•  Mid-Capitalization Risk

•  Portfolio Management Risk

Multimanager Small Cap Growth Portfolio   Long-term growth of capital.   Under normal circumstances, the Portfolio will invest at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of U.S. small capitalization companies. Small-capitalization companies are companies with market capitalization within the range of companies in the Russell 2000 Growth Index. The Advisers focus the Portfolio’s investments on those securities exhibiting certain growth characteristics.  

•  Adviser Selection Risk

•  Derivatives Risk

•  Equity Risk

•  Foreign Investing and Emerging Markets Risk

•  Investment Style Risk

•  Issuer-Specific Risk

•  Liquidity Risk

•  Portfolio Management Risk

•  Portfolio Turnover Risk

•  Small Capitalization Risk

Multimanager Small Cap Value Portfolio   Long-term growth of capital.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of U.S. small-capitalization companies. Small-capitalization companies are companies with market capitalization within the range of companies in the Russell 2000 Value Index.  

•  Adviser Selection Risk

•  Equity Risk

•  Foreign Investing and Emerging Markets Risk

•  Investment Grade Securities Risk

•  Investment Style Risk

•  Issuer-Specific Risk

•  Large Capitalization Risk

•  Liquidity Risk

•  Portfolio Management Risk

•  Portfolio Turnover Risk

•  Small Capitalization Risk

 

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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

DOMESTIC REAL ESTATE INVESTMENT TRUSTS
EQ/Van Kampen Real Estate Portfolio   Seeks to provide above average current income and long-term capital appreciation   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of companies in the real estate industry, including REITs. The Portfolio focuses on REITs, as well as real estate operating companies that invest in a variety of property types and regions.  

•   Convertible Securities Risk

•   Currency Risk

•   Derivatives Risk

•   Equity Risk

•   Fixed Income Risk

•   Focused Portfolio Risk

•   Foreign Securities Risk

•   Futures and Options Risk

•   Non-Diversification Risk

•   Real Estate Investing Risk

•   Value Investing Risk

iShares Cohen & Steers Realty Majors Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the Cohen & Steers Realty Majors Index.  

The objective of the Index is to represent relatively large and liquid REITs that may benefit from future consolidation and securitization of the U.S. real estate industry.

The Fund will concentrate its investments within the REIT market to approximately the same extent as the Index.

 

•   Asset Class Risk

•   Concentration Risk

•   Issuer Risk

•   Management Risk

•   Market Risk

•   Market Trading Risks

•   Non-Diversification Risk

•   Passive Investments Risk

•   Real Estate Investment Risks

•   Tracking Error Risk

GLOBAL REAL ESTATE INVESTMENT TRUSTS
iShares S&P Developed ex-U.S. Property Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the S&P/Citigroup BMI World ex-U.S. Property Index.  

The Index defines and measures the investable universe of publicly-traded real estate companies domiciled in developed countries outside of the U.S.

The Fund uses a representative sampling strategy to try to track the index.

 

•   Asset Class Risk

•   Concentration Risk

•   Currency Risk

•   Custody Risk

•   Economic Risk

•   Foreign Investment Risks

•   Geographic Risk

•   Global Real Estate Risk

•   Issuer Risk

•   Legal Enforcement of Shareholder Rights Risk

•   Management Risk

•   Market Risk

•   Market Trading Risks

•   Non-Diversification Risk

•   Passive Investments Risk

•   Security Risk

•   Tracking Error Risk

•   Valuation Risk

 

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Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

ALTERNATIVE INVESTMENTS
EQ/AXA Rosenberg Value Long/Short Equity Portfolio   Seeks to increase value through bull markets and bear markets using strategies that are designed to limit exposure to general equity market risk.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities. The Portfolio invests primarily in stocks of small- and mid-capitalization companies, but also may invest in stocks of large-capitalization companies.  

•   Equity Risk

•   Exchange Traded Funds Risk

•   Large-Cap Company Risk

•   Leveraging Risk

•   Portfolio Turnover Risk

•   Real Estate Investing Risk

•   Short Sales Risk

•   Small- and Mid-Cap Companies Risk

•   Value Investing Risk

EQ/GAMCO Mergers and Acquisitions Portfolio   Seeks to achieve capital appreciation   The Portfolio, which is a non-diversified portfolio, invests primarily in shares of companies that the Adviser believes are likely acquisition targets within 12-18 months. In addition, the Portfolio may engage in arbitrage transactions by investing in equity securities of companies that are involved in publicly announced mergers, takeovers, tender offers, leveraged buyouts, spin-offs, liquidations and other corporate reorganizations.  

•   Currency Risk

•   Derivatives Risk

•   Equity Risk

•   Focused Portfolio Risk

•   Foreign Securities and Emerging Markets Risk

•   Large-Cap Company Risk

•   Non-Diversification Risk

•   Portfolio Turnover Risk

•   Small- and Mid-Cap Company Risk

•   Special Situations Risk

iShares COMEX Gold Trust   To reflect, at any given time, the price of gold owned by the Trust at that time, less the Trust’s expenses and liabilities.   The Trust is not an actively managed fund. It does not engage in any activities designed to obtain a profit from, or to ameliorate losses caused by, changes in the price of gold. The Trust receives gold deposited with it in exchange for the creation of Baskets of iShares, sells gold as necessary to cover the Trust expenses and other liabilities and delivers gold in exchange for Baskets of iShares surrendered for redemption.  

•   Changes in Speculators’ Outlook Risk

•   Commodity Price Volatility Risk

•   Increases in Hedging Activity by Producers Risk

•   Sales by the Official Sector Risk

iShares Dow Jones U.S. Oil & Gas Exploration & Production Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the Dow Jones U.S. Select Oil Exploration & Production Index.   The Index measures the performance of the oil exploration and production sub-sector of the U.S. equity market. The Fund will concentrate its investments in companies in the oil exploration and production sub-sector to approximately the same extent as the Index.  

•   Asset Class Risk

•   Concentration Risk

•   Issuer Risk

•   Management Risk

•   Market Risk

•   Market Trading Risks

•   Non-Diversification Risk

•   Oil and Gas Sector Risk

•   Passive Investments Risk

•   Small-Capitalization Companies Risk

•   Tracking Error Risk

 

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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

iShares Dow Jones U.S. Utilities Sector Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the Dow Jones U.S. Utilities Index   Index measures the performance of the utilities sector of the U.S. equity market. Includes companies in electricity and gas, and water and multi-utilities sectors. The Fund will concentrate its investments in such companies to approximately the same extent as the Index.  

•  Asset Class Risk

•  Concentration Risk

•  Issuer Risk

•  Management Risk

•  Market Risk

•  Market Trading Risks

•  Non-Diversification Risk

•  Passive Investments Risk

•  Small-Capitalization Companies Risk

•  Tracking Error Risk

•  Utilities Sector Risk

iShares S&P Global Clean Energy Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the S&P Global Clean Energy Index.   The Index is designed to track performance of approximately 30 of the most liquid and tradable global companies which represent the listed clean energy universe. The Index includes clean energy production companies and clean energy equipment and technology providers and the Fund will be concentrated in the clean energy industry. For these purposes, the “clean energy” universe includes biofuel and biomass, ethanol and fuel alcohol, geothermal energy, hydroelectricity, solar and wind energy.  

•  Asset Class Risk

•  Concentration Risk

•  Currency Risk

•  Custody Risk

•  Emerging Markets Risk

•  Energy Sector Risk

•  Foreign Securities Risks

•  Geographic Risk

•  Issuer Risk

•  Legal Enforcement of Shareholder Rights Risk

•  Management Risk

•  Market Risk

•  Market Trading Risks

•  Non-Diversification Risk

•  Passive Investment Risk

•  Privatization Risk

•  Reliance on Trading Partners Risk

•  Secondary Market Trading Risk

•  Security Risk

•  Small-Capitalization Companies Risk

•  Structural Risks

•  Tracking Error Risk

•  Trading Risk

•  Valuation Risk

 

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Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

iShares S&P Global Energy Sector Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the Standard & Poor’s Global Energy Sector Index.   The Index measures the performance of companies that S&P deems to be part of the energy sector of the economy and that S&P believes are important to global markets. The Fund will concentrate its investments in the energy sector, to approximately the same extent as the Index.  

•   Asset Class Risk

•   Concentration Risk

•   Currency Risk

•   Custody Risk

•   Energy Sector Risk

•   Foreign Securities Risk

•   Geographic Risk

•   Issuer Risk

•   Legal Enforcement of Shareholder Right Risk

•   Management Risk

•   Market Risk

•   Market Trading Risks

•   Non-Diversification Risk

•   Passive Investments Risk

•   Security Risk

•   Tracking Error Risk

•   Valuation Risk

iShares S&P Global Infrastructure Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the S&P Global Infrastructure Index.   The Index is designed to track performance of the stocks of large infrastructure companies around the world. The Index includes companies involved in utilities, energy and transportation infrastructure, such as the management or ownership of oil and gas storage and transportation; airport services; highways and rail tracks; marine ports and services; and electric, gas and water utilities.  

•   Asset Class Risk

•   Concentration Risk

•   Currency Risk

•   Custody Risk

•   Emerging Markets Risk

•   Energy Sector Risk

•   Foreign Securities Risks

•   Geographic Risk

•   Industrial Sectors Risk

•   Issuer Risk

•   Legal Enforcement of Shareholder Rights Risk

•   Management Risk

•   Market Risk

•   Market Trading Risks

•   Non-Diversification Risk

•   Passive Investment Risk

•   Security Risk

•   Tracking Error Risk

•   Utilities Sector Risk

•   Valuation Risk

 

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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

iShares S&P Global Nuclear Energy Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the S&P Global Nuclear Energy Index.   The Index is designed to track the performance of the companies that S&P deems to be part of the nuclear energy related businesses that meet investability requirements and provide liquid exposure to publicly listed companies in the global nuclear energy business from both developed and emerging markets. The Fund will concentrate its investments in nuclear materials, equipment and services and nuclear energy generation industries to approximately the same extent as the Index.  

•   Asset Class Risk

•   Concentration Risk

•   Currency Risk

•   Custody Risk

•   Emerging Markets Risk

•   Energy Sector Risk

•   Foreign Securities Risks

•   Geographic Risk

•   Issuer Risk

•   Legal Enforcement of Shareholder Rights Risk

•   Management Risk

•   Market Risk

•   Market Trading Risks

•   Non-Diversification Risk

•   Passive Investment Risk

•   Reliance on Trading Partners Risk

•   Secondary Market Trading Risk

•   Security Risk

•   Small-Capitalization Companies Risk

•   Structural Risks

•   Tracking Error Risk

•   Trading Risk

•   Valuation Risk

iShares S&P Global Timber and Forestry Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the S&P Global Timber and Forestry Index.   The Index is designed to track the performance of the companies that S&P deems to be part of the timber and forestry industry and that S&P believes are important to global markets. The Fund will concentrate its investments in forest products companies, timber real estate investment trusts (“REITS”), paper products companies, paper packaging companies and agricultural products companies to approximately the same extent as the Index.  

•   Asset Class Risk

•   Concentration Risk

•   Currency Risk

•   Custody Risk

•   Emerging Markets Risk

•   Foreign Securities Risks

•   Geographic Risk

•   Issuer Risk

•   Legal Enforcement of Shareholder Rights Risk

•   Management Risk

•   Market Risk

•   Market Trading Risks

•   Non-Diversification Risk

•   Passive Investment Risk

•   Secondary Market Trading Risk

•   Security Risk

•   Small-Capitalization Companies Risk

•   Structural Risks

•   Timber and Forestry Risk

•   Tracking Error Risk

•   Trading Risk

•   Valuation Risk

 

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Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

iShares S&P North American Natural Resources Sector Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the S&P North American Natural Resources Sector Index.  

The index measures the performance of U.S. traded stocks of natural resource related companies in the U.S. and Canada. The underlying index includes companies in the following categories: producers of oil, gas and consumable fuels, energy equipment and services, metals and mining, manufacturers of paper and forest products, and producers of construction materials, containers and packaging.

The Fund will concentrate its investments in such companies to approximately the same extent as the Index.

 

•   Asset Class Risk

•   Commodity Price Volatility Risk

•   Concentration Risk

•   Foreign Securities Risk

•   Issuer Risk

•   Management Risk

•   Market Risk

•   Market Trading Risks

•   Natural Resources Sector Risk

•   Non-Diversification Risk

•   Passive Investments Risk

•   Tracking Error Risk

iShares Silver Trust   To reflect, at any given time, the price of silver owned by the Trust at that time, less the Trust’s expenses and liabilities.   The Trust is not actively managed. It does not engage in any activities designed to obtain a profit from, or to ameliorate losses caused by, changes in the price of silver. The Trust receives silver deposited with it in exchange for the creation of Baskets of iShares, sells silver as necessary to cover the trust expenses and other liabilities and delivers silver in exchange for Baskets of iShares surrendered to it for redemption.  

•   Changes in Economic Conditions Risk

•   Changes in Speculators’ Outlook

•   Commodity Price Volatility Risk

•   Increases in Hedging Activity by Producers

INTERNATIONAL/EMERGING MARKETS EQUITIES
EQ/AllianceBernstein
International Portfolio
 

Seeks to achieve long-term growth

of capital

  The Portfolio invests in both growth-oriented and value-oriented stocks of non-U.S. companies. These non-U.S. companies may have operations in the United States, in their country of incorporation and/or in other countries.  

•   Convertible Securities Risk

•   Currency Risk

•   Derivatives Risk

•   Equity Risk

•   Fixed Income Risk

•   Foreign Securities Risk and Emerging Markets Risk

•   Growth Investing Risk

•   Investment Grade Securities Risk

•   Interest Rate Risk

•   Value Investing Risk

EQ/BlackRock International Value Portfolio   Seeks to provide current income and long-term growth of income, accompanied by growth of capital.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in stocks that pay dividends. The Portfolio invests primarily in the securities of companies located in the developed foreign markets.  

•   Convertible Securities Risk

•   Currency Risk

•   Depositary Receipts Risk

•   Derivatives Risk

•   Equity Risk

•   Foreign Securities and Emerging Markets Risk

•   Large-Cap Company Risk

•   Small- and Mid-Cap Company Risk

•   Value Investing Risk

 

EQ Advisors Trust   More information on risks and benchmarks and the Underlying Portfolios and Underlying ETFs   37


Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

EQ/International Core PLUS Portfolio   Seeks to achieve long-term growth of capital   The Portfolio invests primarily in foreign equity securities. The Active Allocated Portion primarily invests in common stocks, but it also may invest in other securities that the Adviser believes provide opportunities for capital appreciation, such as preferred stocks, warrants and securities convertible into common stock.  

•   Convertible Securities Risk

•   Currency Risk

•   Emerging Markets Risk

•   Equity Risk

•   ETF Risk

•   Foreign Securities Risk

•   Growth Investing Risk

•   Index Fund Risk

•   Large-Cap Company Risk

•   Multiple Adviser Risk

•   Small- and Mid-Cap Company Risk

EQ/International ETF Portfolio   Seeks long-term capital appreciation   Invests in exchange traded securities of other investment companies (“ETFs”) that, in turn, invest substantially all of their assets in equity securities of foreign companies. The Portfolio may invest in ETFs that invest in securities of companies of any size located in developed and emerging markets throughout the world.  

•   Asset Class Risk

•   Concentration Risk

•   Currency Risk

•   Custody Risk

•   Derivatives Risk

•   Equity Risk

•   European Economic Risk

•   Focused Portfolio Risk

•   Foreign Securities and Emerging Markets Risk

•   Inactive Market Risk

•   Investment Company Risk

•   Investment Style Risk

•   Issuer Risk

•   Large-Cap Company Risk

•   Legal Enforcement of Shareholder Rights Risk

•   Leveraging Risk

•   Liquidity Risk

•   Management Risk

•   Market Risk

•   Net Asset Value Risk

•   Opportunity Risk

•   Passive Investment Risk

•   Portfolio Management Risk

•   Secondary Market Trading Risks

•   Security Risk

•   Small- and Mid-Cap Company Risk

•   Tracking Error Risk

•   Trading Risk

•   Underlying ETF Management Risk

•   Valuation Risk

EQ/International Growth Portfolio   Seeks to achieve capital appreciation   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets in the equity securities of foreign companies, including emerging markets equity securities, that the Adviser believes offer the potential for above-average earnings growth.  

•   Convertible Securities Risk

•   Currency Risk

•   Depositary Receipts Risk

•   Equity Risk

•   Foreign Investing and Emerging Markets Risk

•   Geographic Risk

•   Growth Investing Risk

•   Large-Cap Company Risk

•   Portfolio Turnover Risk

•   Small- and Mid-Cap Company Risk

 

38   More information on risks and benchmarks and the Underlying Portfolios and Underlying ETFs   EQ Advisors Trust


Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

EQ/Oppenheimer Global Portfolio   Seeks to achieve capital appreciation   The Portfolio invests primarily in equity securities of U.S. and foreign companies. The Portfolio can invest without limit in foreign securities, including depositary receipts, and can invest in any country, including emerging markets.  

•   Convertible Securities Risk

•   Currency Risk

•   Depositary Receipts Risk

•   Derivatives Risk

•   Equity Risk

•   Exchange Traded Funds Risk

•   Foreign Securities and Emerging Markets Risk

•   Growth Investing Risk

•   Large-Cap Company Risk

•   Liquidity Risk

•   Portfolio Turnover Risk

•   Small- and Mid-Cap Company Risk

•   Special Situations Risk

EQ/AXA Templeton Growth Core Portfolio   Seeks to achieve long-term capital growth   The Portfolio invests primarily in the equity securities of companies located anywhere in the world, including emerging markets. The Portfolio may invest in securities in any capitalization range, but may only invest to a limited extent in securities issued by small capitalization companies.  

•   Convertible Securities Risk

•   Credit risk

•   Currency Risk

•   Depositary Receipts Risk

•   Derivatives Risk

•   Equity Risk

•   Fixed Income Risk

•   Foreign Securities and Emerging Markets Risk

•   Index Fund Risk

•   Interest Rate Risk

•   Large-Cap Company Risk

•   Multiple Adviser Risk

•   Real Estate Investing risk

•   Small-Cap and Mid-Cap Company Risk

•   Value Investing Risk

EQ/Global Multi-Sector Equity Portfolio   Seeks to achieve long-term capital appreciation   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of foreign companies, including emerging market equity securities.  

•   Convertible Securities Risk

•   Credit Risk

•   Currency Risk

•   Depositary Receipts Risk

•   Derivatives Risk

•   Equity Risk

•   Fixed Income Risk

•   Foreign Securities and Emerging Markets Risk

•   Growth Investing Risk

•   Index Fund Risk

•   Interest Rate Risk

•   Junk Bond and Lower Rated Securities Risk

•   Liquidity Risk

•   Multiple Adviser Risk

•   Portfolio Turnover Risk

 

EQ Advisors Trust   More information on risks and benchmarks and the Underlying Portfolios and Underlying ETFs   39


Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

iShares JPMorgan USD Emerging Markets Bond Fund   Seeks results that correspond generally to the price and yield performance, before fees and expenses, of the JPMorgan EMBI Global Core Index.   The fund generally will invest at least 90% of its assets in the securities of its underlying index. The fund uses a representative sampling indexing strategy to try to track the index.  

•  Asset Class Risk

•  Call Risk

•  Concentration Risk

•  Credit Risk

•  Emerging Markets Risks

•  Foreign Securities Risk

•  Geographic Risk

•  High Yield Risk

•  Interest Rate Risk

•  Issuer Risk

•  Liquidity Risk

•  Management Risk

•  Market Risk

•  Market Trading Risks

•  Non-Diversification Risk

•  Passive Investments Risk

•  Secondary Market Trading Risk

•  Securities Market Risk

•  Security Risk

•  Sovereign Obligations Risk

•  Structural Risks

•  Tracking Error Risk

•  Valuation Risk

iShares ® MSCI EAFE Small Cap Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI EAFE Small Cap Index.   The Fund generally will invest at least 90% of its assets in the securities of its underlying index or in depositary receipts representing securities in the underlying index. The Fund uses a representative sampling indexing strategy to try to achieve the Fund’s investment objective.  

•  Asset Class Risk

•  Concentration Risk

•  Currency Risk

•  Custody Risk

•  Economic Risk

•  Foreign Securities Risks

•  Geographic Risk

•  Issuer Risk

•  Management Risk

•  Market Risk

•  Market Trading Risks

•  Non-Diversification Risk

•  Passive Investments Risk

•  Privatization Results Risk

•  Security Risk

•  Small-Capitalization Companies Risk

•  Tracking Error Risk

•  Valuation Risk

Multimanager International Equity Portfolio   Long-Term growth of capital   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes in equity securities of companies, including at least 65% of its total assets in equity securities of foreign companies (companies organized or headquartered outside of the U.S.). Foreign securities include securities issued by companies in countries with either developed or developing countries.  

•  Adviser Selection Risk

•  Currency Risk

•  Equity Risk

•  Foreign Securities and Emerging Markets Risk

•  Issuer-Specific Risk

•  Large-Capitalization Risk

•  Liquidity Risk

•  Portfolio Management Risk

•  Small- and Mid-Capitalization Risk

 

40   More information on risks and benchmarks and the Underlying Portfolios and Underlying ETFs   EQ Advisors Trust


Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

INVESTMENT GRADE BOND
EQ/Bond Index Portfolio   Seeks to achieve a total return before expenses that approximates the total return performance of the Barclays Capital U.S. Aggregate Bond Index (“Aggregate Bond Index”), including reinvestment of coupon payments, at a risk level consistent with that of the Aggregate Bond Index.  

Under normal circumstances, the Portfolio invests at least 80% of its assets (plus borrowings for investment purposes), determined at the time of purchase, in debt securities that are included in the Aggregate Bond Index. The Portfolio seeks to achieve its investment objective at a risk level consistent with that of the Index. The Portfolio generally invests in a well-diversified portfolio that is representative of the domestic investment grade bond market.

 

•  Credit/Default Risk

•  Derivatives Risk

•  Fixed Income Risk

•  Index Fund Risk

•  Interest Rate Risk

•  Investment Grade Securities Risk

•  Liquidity Risk

•  Mortgage-Backed and Asset-Backed Securities Risk

EQ/Core Bond Index
Portfolio
 

Seeks to achieve a total return before expenses that approximates the total return performance of the Aggregate Bond Index, including reinvestment of dividends, at a risk level consistent with that of the Aggregate Bond Index.

  Under normal circumstances the Portfolio invests, at least 80% of its net assets, plus borrowings for investment purposes, in securities that comprise the U.S. Aggregate Bond Index, which covers the U.S. investment-grade, fixed-rate, taxable bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities, and commercial mortgage-based securities.  

•  Credit Risk

•  Derivatives Risk

•  Fixed Income Risk

•  Foreign Securities Risk

•  Index-Fund Risk

•  Interest Rate Risk

•  Investment Grade Securities Risk

•  Liquidity Risk

•  Mortgage-Backed and Asset-Backed Securities Risk

•  Portfolio Turnover Risk

EQ/Global Bond PLUS Portfolio   Seeks to achieve capital growth and current income.   The Portfolio normally invests at least 80% of its net assets, plus borrowings for investment purposes, in debt securities, including obligations of foreign government or corporate entities or supranational agencies (such as the World Bank) denominated in various currencies.  

•  Credit Risk

•  Currency Risk

•  Emerging Markets Risk

•  Fixed Income Risk

•  Foreign Securities and Emerging Markets Risk

•  Index Fund Risk

•  Interest Rate Risk

•  Investment Grade Securities Risk

•  Junk Bonds or Lower Rated Securities Risk

•  Liquidity Risk

•  Mortgage-Backed and Asset-Backed Securities Risk

•  Multiple Adviser Risk

EQ/Government Securities Portfolio   Seeks to maximize income and capital appreciation through investment in the highest credit quality debt obligations.   Under normal market conditions, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in bonds, notes and other obligations either issued or guaranteed by the U.S. Government, its agencies or instrumentalities. This may include obligations such as mortgage-backed securities that carry full agency or instrumentality guarantees.  

•  Fixed Income Risk

•  Interest Rate Risk

•  Mortgage-Backed Securities Risk

 

EQ Advisors Trust   More information on risks and benchmarks and the Underlying Portfolios and Underlying ETFs   41


Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

EQ/Intermediate Government Bond Index Portfolio  

Seeks to achieve a total return before expenses that approximates the total return performance of the Barclays Capital Intermediate Government Bond Index (“Government Bond Index”), including reinvestment of dividends, at a risk level consistent with that of the Government Bond Index.

  Under normal circumstances, the Portfolio will invest at least 80% of its net assets, plus borrowings for investment purposes, in securities that comprise the Barclays Capital Intermediate Government Bond Index, which is an unmanaged index that measures the performance of securities consisting of all U.S. Treasury and agency securities with remaining maturities of from one to ten years and issue amounts of at least $100 million outstanding.  

•  Credit Risk

•  Derivatives Risk

•  ETF Risk

•  Fixed Income Risk

•  Index Fund Risk

•  Interest Rate Risk

•  Investment Grade Securities Risk

•  Mortgage-Backed and Asset-Backed Securities Risk

•  Zero Coupon Risk

EQ/Long Term Bond Portfolio   Seeks to maximize income and capital appreciation through investment in long-maturity debt obligations.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in investment-grade fixed-income securities issued by a diverse mix of corporations, the U.S. Government and its agencies or instrumentalities, as well as mortgage-backed and asset-backed securities.  

•  Credit Risk

•  Fixed Income Risk

•  Interest Rate Risk

•  Investment Grade Securities Risk

•  Liquidity Risk

•  Mortgage-Backed and Asset-Backed Securities Risk

EQ/Money Market Portfolio   Seeks to obtain a high level of current income, preserve its assets and maintain liquidity.   The Portfolio invests primarily in a diversified portfolio of high-quality U.S. dollar-denominated money market instruments. The Portfolio will maintain a dollar-weighted average portfolio maturity of 90 days or less.  

•  Banking Industry Sector Risk

•  Credit Risk

•  Fixed Income Risk

•  Foreign Securities Risk

•  Interest Rate Risk

•  Money Market Risk

•  Mortgage-Backed and Asset-Backed Securities Risk

EQ/PIMCO UltraShort Bond Portfolio   Seeks to generate return in excess of traditional money market products while maintaining an emphasis on preservation of capital and liquidity.   The Portfolio invests at least 80% of its net assets in a diversified portfolio of investment grade fixed income securities of varying maturities issued by the U.S. and non-U.S. governments, their agencies or instrumentalities and corporations. The average Portfolio duration is expected to be less than one year.  

•  Credit Risk

•  Currency Risk

•  Derivatives Risk

•  Fixed Income Risk

•  Foreign Securities and Emerging Markets Risk

•  Futures and Options Risk

•  Interest Rate Risk

•  Investment Grade Securities Risk

•  Junk Bonds or Lower Rated Securities Risk

•  Leveraging Risk

•  Liquidity Risk

•  Loan Participation and Assignments Risk

•  Mortgage-Backed and Asset-Backed Securities Risk

•  Portfolio Turnover Risk

 

42   More information on risks and benchmarks and the Underlying Portfolios and Underlying ETFs   EQ Advisors Trust


Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

EQ/Quality Bond PLUS Portfolio   Seeks to achieve high current income consistent with moderate risk to capital.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in debt securities. The Portfolio invests primarily in securities that are rated investment grade at the time of purchase, or unrated, fixed income securities that the Adviser determines to be of comparable quality.  

•  Convertible Securities Risk

•  Credit Risk

•  Currency Risk

•  Derivatives Risk

•  ETF Risk

•  Fixed Income Risk

•  Foreign Securities and
Emerging Markets Risk

•  Index-Fund Risk

•  Interest Rate Risk

•  Investment Grade Securities Risk

•  Liquidity Risk

•  Mortgage-Backed and Asset-Backed Securities Risk

•  Multiple Adviser Risk

•  Portfolio Turnover Risk

•  Zero Coupon and Pay-in-Kind Securities Risk

EQ/Short Duration Bond

Portfolio

  Seeks to achieve current income with reduced volatility of principal.   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in bonds and other debt securities. These securities include U.S. Government bonds and notes, corporate bonds, municipal bonds, convertible securities, preferred stocks, asset-backed securities and mortgage related securities.  

•  Convertible Securities Risk

•  Credit Risk

•  Derivatives Risk

•  Fixed Income Risk

•  Foreign Securities Risk

•  Interest Rate Risk

•  Investment Grade Securities Risk

•  Mortgage-Backed and Asset-Backed Securities Risk

Multimanager Core Bond

Portfolio

  To seek a balance of a high current income and capital appreciation, consistent with a prudent level of risk.   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in investment grade bonds. The Portfolio may purchase bonds of any maturity, but generally the portfolio’s overall effective duration will be of an intermediate-term nature (similar to that of five- to seven-year U.S. Treasury notes) and have a comparable duration to that of the Lehman Brothers Aggregate Bond Index (currently, approximately 4.45 years).  

•  Adviser Selection Risk

•  Credit/Default Risk

•  Currency Risk

•  Derivatives Risk

•  Foreign Investing and emerging Markets Risk

•  Interest Rate Risk

•  Investment Grade Securities Risk

•  Issuer-Specific Risk

•  Leverage Risk

•  Liquidity Risk

•  Lower-Rated Securities Risk

•  Mortgage-Backed and Asset-Backed Securities Risk

•  Portfolio Management Risk

•  Portfolio Turnover Risk

 

EQ Advisors Trust   More information on risks and benchmarks and the Underlying Portfolios and Underlying ETFs   43


Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

HIGH YIELD BOND
EQ/Caywood-Scholl High Yield Bond Portfolio   Seeks to maximize current income.   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in bonds that are rated below investment grade. The Portfolio generally invests in high-yield, income producing US corporate bonds that are rated B3 to Ba1 by Moody’s or B- to BB+ by S&P, which are commonly known as “junk bonds.”  

•  Credit Risk

•  Convertible Securities Risk

•  Currency Risk

•  Derivatives Risk

•  Fixed Income Risk

•  Foreign Securities Risk

•  Interest Rate Risk

•  Junk Bonds or Lower Rated Securities Risk

•  Liquidity Risk

•  Portfolio Turnover Risk

Multimanager High Yield Portfolio   High total return through a combination of current income and capital appreciation.   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in a diversified mix of bonds that are rated below investment grade (so called “junk bonds”). Junk bonds generally are rated Ba or lower by Moody’s or BB or lower by S&P or, if unrated, determined to be of comparable quality by an Adviser. The Portfolio will attempt to maximize current income by taking advantage of market developments, yield disparities and variations in the creditworthiness of issuers.  

•  Adviser Selection Risk

•  Credit/Default Risk

•  Currency Risk

•  Derivatives Risk

•  Foreign Investing and Emerging Markets Risk

•  Interest Rate Risk

•  Issuer-Specific Risk

•  Leverage Risk

•  Liquidity Risk

•  Lower-Rated Securities Risk

•  Loan Participation Risk

•  Mortgage-Backed and Asset-Backed Securities Risk

•  Portfolio Management Risk

•  Portfolio Turnover Risk

 

44   More information on risks and benchmarks and the Underlying Portfolios and Underlying ETFs   EQ Advisors Trust


3. Management of the Trust

 

 

 

The Trust

 

The Trust is organized as a Delaware statutory trust and is registered with the SEC as an open-end management investment company. The Trust’s Board of Trustees is responsible for the overall management of the Trust and the Portfolio. The Trust issues shares of beneficial interest that are currently divided among sixty-nine (69) Portfolios, each of which has authorized Class IA and Class IB shares. This Prospectus describes the Class IA and Class IB shares of one (1) Portfolio. The Portfolio has its own objective, investment strategies and risks, which have been previously described in this Prospectus.

 

The Manager

 

AXA Equitable through its AXA Funds Management Group unit (the “Manager”), 1290 Avenue of the Americas, New York, New York 10104, currently serves as the Manager of the Trust. AXA Equitable is a wholly owned subsidiary of AXA Financial, Inc., a subsidiary of AXA, a French insurance holding company. More detailed information concerning the Manager is included in the description for the Portfolio in the section “About The Investment Portfolio.”

 

The Manager has a variety of responsibilities for the general management and administration of the Trust and the Portfolio. In addition to its managerial responsibilities, the Manager is responsible for determining the asset allocation range for the Portfolio and ensuring that the allocations are consistent with the guidelines that have been approved by the Board. Within the asset allocation range for the Portfolio, the Manager will periodically establish specific percentage targets for each asset category and each Underlying Portfolio and Underlying ETF to be held by the Portfolio using the Manager’s proprietary investment process, based on fundamental research regarding the investment characteristics of the asset classes, asset categories and Underlying Portfolios and Underlying ETFs, as well as its outlook for the economy and financial markets. The Manager also will rebalance the Portfolio’s holdings as deemed necessary to bring the asset allocation of the Portfolio back into alignment with its asset allocation range.

 

A discussion of the basis for the decision by the Trust’s Board of Trustees to approve the investment management agreement with AXA Equitable is available in the Trust’s Annual Report to Shareholders for the fiscal year ended December 31, 2008.

 

Management Fees

 

The Portfolio pays a fee to the Manager for management services. The table below shows the annual rate of the management fees (as a percentage of the Portfolio’s average daily net assets) that the Manager received in 2008 for managing the Portfolio and the rate of the management fees waived by the Manager in 2008 in accordance with the provisions of the Expense Limitation Agreement, as defined directly below, between the Manager and the Trust with respect to the Portfolio.

 

Management Fees Paid by the Portfolio in 2008

 

Portfolios    Annual
Rate
Received
   Rate of Fees
Waived and
Expenses
Reimbursed

All Asset Allocation

   0.10%    0.20%

 

AXA Equitable also currently serves as the Administrator of the Trust. The administrative services provided to the Trust by AXA Equitable include, among others, coordination of the Trust’s audit, financial statements and tax returns; expense management and budgeting; legal administrative services and compliance monitoring; portfolio accounting services, including daily net asset value accounting; operational risk management; and oversight of the Trust’s proxy voting policies and procedures and anti-money laundering program. For administrative services, in addition to the management fee, the Portfolio pays AXA Equitable a fee at an annual rate of 0.15% of the Portfolio’s total average daily net assets plus $35,000. As noted in the prospectus for each Underlying Portfolio, AXA Equitable and, in certain cases, its affiliates serve as investment manager, investment adviser and/or administrator for the Underlying Portfolios and earn fees for providing services in these capacities, which are in addition to the fees directly associated with the Portfolio. In this connection, the Manager’s selection of Underlying Portfolio’s may have a positive or negative effect on its revenues and/or profits.

 

Expense Limitation Agreement

 

In the interest of limiting until April 30, 2010 (unless the board of trustees consents to an earlier revision or termination of this arrangement) the expenses of the Portfolio listed in the following table, the Manager has entered into an expense limitation agreement with the Trust with respect to the Portfolio (“Expense Limitation Agreement”). Pursuant to that Expense Limitation Agreement, the Manager has agreed to waive or limit its management, administrative and other fees and to assume other expenses so that the total annual operating expenses of the Portfolio (other than interest, taxes, brokerage commissions, expenses of Underlying Portfolios and Underlying ETFs, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course of the Portfolio’s business) are limited to the following respective expense ratios:

 

Expense Limitation Provisions

 

Portfolios    Total Expenses
Limited to
(% of daily net assets)
   Class IA
Shares
   Class IB
Shares

All Asset Allocation Portfolio

   0.10%    0.35%

 

The Manager may be reimbursed the amount of any such payments or waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waivers being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. If the actual expense ratio is less than the expense cap and the Manager has recouped any eligible previous payments or waivers made, the Portfolio will be charged such lower expenses.

 

EQ Advisors Trust   Management of the Trust   45


4. Fund distribution arrangements

 

 

 

The Trust offers two classes of shares on behalf of the Portfolio: Class IA shares and Class IB shares. AXA Advisors, LLC (“AXA Advisors”) and AXA Distributors, LLC (“AXA Distributors”) serve as the distributors for the Class IA and Class IB shares of the Trust. Both classes of shares are offered and redeemed at their net asset value without any sales load. AXA Advisors and AXA Distributors are affiliates of AXA Equitable. Both AXA Advisors and AXA Distributors are registered as broker-dealers under the Securities Exchange Act of 1934, as amended and are members of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

 

The Trust has adopted a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act for the Trust’s Class IB shares. Under the Class IB Distribution Plan, the Class IB shares of the Trust are charged an annual fee to compensate each of the distributors for promoting, selling and servicing shares of the Portfolio. The annual fee currently equals 0.25% (subject to a 0.50% maximum under the Distribution Plan) of the Portfolio’s average daily net assets attributable to Class IB shares. Because these fees are paid out of the Portfolio’s assets on an ongoing basis, over time, the fees will increase your cost of investing and may cost you more than other types of charges.

 

The distributors may receive payments from certain Advisers of the Underlying Portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the Contracts and/or the Advisers’ respective Underlying Portfolios. These sales meetings or seminar sponsorships may provide the Advisers with increased access to persons involved in the distribution of the Contracts. The distributors also may receive marketing support from the Advisers in connection with the distribution of the Contracts.

 

46   Fund distribution arrangements   EQ Advisors Trust


5. Buying and selling shares

 

 

 

All shares are purchased and sold at their net asset value without any sales load. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. The Portfolio reserves the right to suspend or change the terms of purchasing or selling shares.

 

The Trust may suspend the right of redemption for any period or postpone payment for more than seven days when the New York Stock Exchange is closed (other than a weekend or holiday) or when trading is restricted by the SEC or the SEC declares that an emergency exists. Redemptions may also be suspended and payments may be postponed for more than seven days during other periods permitted by the SEC. The Portfolio may pay the redemption price in whole or part by a distribution in kind of readily marketable securities in lieu of cash or may take up to seven days to pay a redemption request in order to raise capital, when it is detrimental for the Portfolio to make cash payments as determined in the sole discretion of AXA Equitable.

 

Frequent transfers or purchases and redemptions of Portfolio shares, including market timing and other program trading or short-term trading strategies, may be disruptive to the Portfolio. Excessive purchases and redemptions of shares of the Portfolio may adversely affect Portfolio performance and the interests of long-term investors by requiring the Portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, the Portfolio may have to sell its holdings to have the cash necessary to redeem the market timer’s shares. This can happen when it is not advantageous to sell any securities, so the Portfolio’s performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because the Portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of Portfolio shares may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to affect more frequent purchases and sales of portfolio securities. Similarly, the Portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. To the extent the Portfolio invests in Underlying Portfolios and Underlying ETFs that invest a significant portion of their assets in foreign securities (e.g. Multimanager International Equity Portfolio, EQ/AllianceBernstein International Portfolio, EQ/International Growth Portfolio, EQ/BlackRock International Value Portfolio, MarketPLUS International Core, EQ/Oppenheimer Global Portfolio and EQ/International ETF Portfolio), the securities of small- and mid-capitalization companies (e.g. Multimanager Mid Cap Growth Portfolio, EQ/AllianceBernstein Small Cap Growth Portfolio, Multimanager Small Cap Value Portfolio, EQ/Lord Abbett Mid Cap Value Portfolio and EQ/Oppenheimer Main Street Opportunity Portfolio) or high-yield securities (e.g. Multimanager High Yield Portfolio and EQ/Caywood-Scholl High Yield Bond Portfolio), it will tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than a portfolio that does not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. market. Securities of small- and mid-capitalization companies and high-yield securities also present arbitrage opportunities because the market for such securities may be less liquid than the market for the securities of larger companies and higher quality bonds which could result in pricing inefficiencies.

 

The Trust’s Board of Trustees has adopted policies and procedures regarding disruptive transfer activity. The Trust and the Portfolio discourage frequent purchases and redemptions of portfolio shares by Contractholders and will not make special arrangements to accommodate such transactions in Portfolio shares. As a general matter, the Portfolio and the Trust reserve the right to reject a transfer that they believe, in their sole discretion is disruptive (or potentially disruptive) to the management of the Portfolio.

 

The Trust’s policies and procedures seek to discourage what it considers to be disruptive trading activity. The Trust seeks to apply its policies and procedures to all Contractholders uniformly. It should be recognized, however, that such policies and procedures are subject to limitations:

 

 

They do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity.

 

 

The design of such policies and procedures involves inherently subjective judgments, which AXA Equitable, on behalf of the Trust, seeks to make in a fair and reasonable manner consistent with the interests of all Contractholders.

 

 

The limits on AXA Equitable’s ability to monitor certain potentially disruptive transfer activity means that some Contractholders may be treated differently than others, resulting in the risk that some Contractholders may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity.

 

If AXA Equitable, on behalf of the Trust, determines that a Contractholder’s transfer patterns among the Trust’s Portfolios are disruptive to the Trust’s Portfolios, it may, among other things, restrict the availability of personal telephone requests, facsimile transmissions, automated telephone services, internet services or any electronic transfer services. AXA Equitable may also refuse to act on transfer instructions of an agent acting under a power of attorney who is acting on behalf of more than one owner. In making these determinations, AXA Equitable may consider the combined transfer activity of Contracts that it believes are under common ownership, control or direction.

 

The Trust currently considers transfers into and out of (or vice versa) the same Portfolio within a five-business day period as potentially disruptive transfer activity. In order to reduce disruptive activity, it monitors the frequency of transfers, including the size of transfers in relation to

 

EQ Advisors Trust   Buying and selling shares   47


 

portfolio assets, in the Portfolio. The Trust aggregates inflows or outflows for the Portfolio on a daily basis. When a potentially disruptive transfer into or out of the Portfolio occurs on a day when the Portfolio’s net inflows and outflows exceed an established monitoring threshold, AXA Equitable sends a letter to the Contractholder explaining that there is a policy against disruptive transfer activity and that if such activity continues, AXA Equitable may take action to restrict the availability of voice, fax and automated transaction services. If such Contractholder is identified a second time as engaging in potentially disruptive transfer activity, AXA Equitable currently restricts the availability of voice, fax and automated transaction services. AXA Equitable currently applies such action for the remaining life of each affected Contract. Because AXA Equitable exercises discretion in determining whether or not to take the actions discussed above, some Contractholders may be treated differently than others, resulting in the risk that some Contractholders may be able to engage in frequent transfer activity while others will bear the effect of the frequent transfer activity. Although AXA Equitable currently provides a letter to Contractholders who have engaged in disruptive transfer activity of its intention to restrict access to communication services, AXA Equitable may not continue to provide such letters. Consistent with seeking to discourage potentially disruptive transfer activity, AXA Equitable or the Trust may also, in its sole discretion and without further notice, change what it considers potentially disruptive transfer activity and its monitoring procedures and thresholds, as well as change its procedures to restrict this activity. You should consult the Contract prospectus that accompanies this Prospectus for information on other specific limitations on the transfer privilege.

 

The above policies and procedures with respect to frequent transfers or purchases and redemptions of Portfolio shares also apply to retirement plan participants, but do not apply to AXA Equitable’s funds of funds.

 

Notwithstanding our efforts, we may be unable to detect or deter market timing activity by certain persons, which can lead to disruption of management of, and excess costs to, a particular Portfolio.

 

 

 

48   Buying and selling shares   EQ Advisors Trust


6. How portfolio shares are priced

 

 

 

“Net asset value” is the price of one share of a portfolio without a sales charge, and is calculated each business day using the following formula:

 

Net Asset Value =       Total market value
of securities
  +   Cash and
other assets
    Liabilities
                             
  Number of outstanding shares        

 

The net asset value of Portfolio shares is determined according to this schedule:

 

 

A share’s net asset value is determined as of the close of regular trading on the New York Stock Exchange (“Exchange”) on the days the Exchange is open for trading. This is normally 4:00 p.m. Eastern Time.

 

 

The price for purchasing or redeeming a share will be based upon the net asset value next calculated after an order is received and accepted by the Portfolio or its designated agent.

 

 

The Portfolio may have net asset value changes on days when shares cannot be purchased or sold because it invests in Underlying Portfolios and Underlying ETFs that may invest heavily in foreign securities which sometimes trade on days when the Portfolio’s, the Underlying Portfolios’, and the Underlying ETFs’, shares are not priced.

 

Shares of the Underlying Portfolios held by the Portfolio are valued at their respective net asset values. Shares of the Underlying ETFs held by the Portfolio are valued at their most recent sales price or official closing price or if there is no sale or official closing price, latest available bid price. Generally, other portfolio securities and assets of the Portfolio as well as portfolio securities and assets held by the Underlying Portfolios are valued as follows:

 

 

Equity securities (including securities issued by ETFs) most recent sales price or official closing price or if there is no sale or official closing price, latest available bid price.

 

 

Debt securities (other than short-term obligations) based upon pricing service valuations.

 

 

Short-term obligations (with maturities of 60 days or less) amortized cost (which approximates market value). All securities held in the EQ/Money Market Portfolio are valued at amortized cost.

 

 

Securities traded on foreign exchanges most recent sales or bid price on the foreign exchange or market, unless a significant event or circumstance occurs after the close of that market or exchange that will materially affect its value. In that case, fair value as determined by or under the direction of the Trust’s Board of Trustees at the close of regular trading on the Exchange. Foreign currency is converted into U.S. dollar equivalent daily at current exchange rates.

 

 

Options last sales price or, if not available, previous day’s sales price. If the bid price is higher or the asked price is lower than the last sale price, the higher bid or lower asked price may be used. Options not traded on an exchange or actively traded are valued according to fair value methods.

 

 

Futures last sales price or, if there is no sale, latest available bid price.

 

 

Investment Company Securities shares of open-end mutual funds (other than ETFs) held by a Portfolio will be valued at the net asset value of the shares of such funds as described in the funds’ prospectuses.

 

 

Other Securities other securities and assets for which market quotations are not readily available or for which valuation cannot be provided are valued at their fair value as determined in good faith by or under the direction of the Board of Trustees of the Trust. For example, a security whose trading has been halted during the trading day may be fair valued based on the available information at the time of the close of the trading market. Similarly, securities for which there is no ready market (e.g., securities of certain small capitalization issuers and certain issuers located in emerging markets) also may be fair valued. Some methods for valuing these securities may include: fundamental analysis (earnings multiple, etc.), matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities.

 

The EQ/Money Market Portfolio seeks to maintain a constant net asset value per share of $1.00, but there can be no assurance that it will be able to do so.

 

Events or circumstances affecting the values of portfolio securities that occur between the closing of their principal markets and the time the net asset value is determined, such as foreign securities trading on foreign exchanges that close before the time the net asset value of Portfolio shares is determined, may be reflected in the Trust’s calculations of net asset values for each applicable Portfolio when the Trust deems that the particular event or circumstance would materially affect such Portfolio’s net asset value. Such events or circumstances may be company specific, such as an earning report, country or region specific, such as a natural disaster, or global in nature. Such events or circumstances also may include price movements in the U.S. securities markets.

 

The effect of fair value pricing as described above is that securities may not be priced on the basis of quotations from the primary market in which they are traded, but rather may be priced by another method that the Trust’s Board of Trustees believes reflects fair value. As such, fair value pricing is based on subjective judgments and it is possible that fair value may differ materially from the value realized on a sale. This policy is intended to assure that the Portfolio’s net asset value fairly reflects security values as of the time of pricing. Also, fair valuation of a Portfolio’s securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of the Portfolio’s NAV by those traders.

 

EQ Advisors Trust   How portfolio shares are priced   49


7. Dividends and other distributions and tax consequences

 

 

 

Dividends and Other Distributions

 

The Portfolio generally distributes most or all of its net investment income and its net realized gains, if any, annually. Dividends and other distributions are automatically reinvested at net asset value in shares of the Portfolio.

 

Tax Consequences

 

The Portfolio is treated as a separate corporation, and intends to continue to qualify to be treated as a regulated investment company, for federal tax purposes. The Portfolio will be so treated if it meets specified federal income tax rules, including requirements regarding types of investments, limits on investments, types of income, and distributions. A regulated investment company is not taxed at the entity (Portfolio) level to the extent it passes through its net income and gains to its shareholders by making distributions. Although the Trust intends that the Portfolio will be operated to have no federal tax liability, if the Portfolio does have federal tax liability, that would hurt its investment performance. Also, to the extent the Portfolio invests in foreign securities or holds foreign currencies, it could be subject to foreign taxes that could reduce its investment performance.

 

It is important for the Portfolio to maintain its regulated investment company status (and to satisfy certain other requirements), because the shareholders of the Portfolio that are insurance company separate accounts will then be able to use a ”look-through” rule in determining whether the Contracts indirectly funded by the Portfolio meet investment diversification rules for separate accounts. If the Portfolio failed to meet those diversification rules, owners of non-pension plan Contracts funded through the Portfolio would be taxed immediately on the accumulated investment earnings under their Contracts and would lose any benefit of tax deferral. AXA Equitable, in its capacity as Manager and administrator of the Trust, therefore carefully monitors the Portfolio’s compliance with all of the regulated investment company rules and separate account investment diversification rules.

 

Contract holders seeking to more fully understand the tax consequences of their investment should consult with their tax advisers or the insurance company that issued their Contract or refer to their Contract prospectus.

 

50   Dividends and other distributions and tax consequences   EQ Advisors Trust


8. Glossary of Terms

 

 

 

Bid price — The price a prospective buyer is ready to pay. This term is used by traders who maintain firm bid and offer prices in a given security by standing ready to buy or sell security units at publicly quoted prices.

 

Derivative — A financial instrument whose value and performance are based on the value and performance of another security or financial instrument.

 

Diversification — The strategy of investing in a wide range of companies to reduce the risk if an individual company suffers losses.

 

Duration — A measure of how much a bond’s price fluctuates with changes in comparable interest rates.

 

Earnings growth — A pattern of increasing rate of growth in earnings per share from one period to another, which usually causes a stock’s price to rise.

 

Fundamental analysis — An analysis of the balance sheet and income statements of a company in order to forecast its future stock price movements. Fundamental analysis considers past records of assets, earnings, sales, products, management and markets in predicting future trends in these indicators of a company’s success or failure. By appraising a company’s prospects, analysts using such an approach assess whether a particular stock or group of stocks is undervalued or overvalued at its current market price.

 

Growth investing — An investment style that emphasizes companies with strong earnings growth. Growth investing is generally considered more aggressive than “value” investing.

 

Interest rate — Rate of interest charged for the use of money, usually expressed as an annual rate.

 

Market capitalization — Market price of a company’s shares multiplied by number of shares outstanding. A common measure of the relative size of a company.

 

Net asset value (NAV) — The market value of one share of a Portfolio on any given day without taking into account any sales charges. It is determined by dividing a Portfolio’s total net assets by the number of shares outstanding.

 

Price-to-book value ratio — Current market price of a stock divided by its book value, or net asset value.

 

Price-to-earnings ratio — Current market price of a stock divided by its earnings per share. Also known as the “multiple,” the price-to- earnings ratio gives investors an idea of how much they are paying for a company’s earning power and is a useful tool for evaluating the costs of different securities.

 

Value investing — An investment style that focuses on companies that may be temporarily out of favor or have earnings or assets not fully reflected in their stock prices.

 

Volatility — The general variability of a Portfolio’s value resulting from price fluctuations of its investments. In most cases, the more diversified a Portfolio is, the less volatile it will be.

 

Yield — The rate at which a Portfolio earns income, expressed as a percentage. Mutual fund yield calculations are standardized, based upon a formula developed by the Securities and Exchange Commission.

 

EQ Advisors Trust   Glossary of Terms   51


9. Financial Highlights

 

 

 

The financial highlights table is intended to help you understand the financial performance for the Trust’s Class IB shares. The financial information in the table below is for the past five (5) years (or, if shorter, the period of the Portfolio’s operations). The financial information below for the Class IB shares has been derived from the financial statements of the Trust, which have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. PricewaterhouseCoopers LLP’s report on the Trust’s financial statements as of December 31, 2008 and the financial statements themselves appear in the Trust’s Annual Report.

 

Certain information reflects financial results for a single Portfolio share. The total returns in the tables represent the rate that a shareholder would have earned (or lost) on an investment in the Portfolio (assuming reinvestment of all dividends and other distributions). The total return figures shown below do not reflect any separate account or Contract fees and charges. The total return figures would be lower if they did reflect such fees and charges. The information should be read in conjunction with the financial statements contained in the Trust’s Annual Report which are incorporated by reference into the Trust’s Statement of Additional Information (SAI) and available upon request.

 

All Asset Allocation Portfolio(a):

 

52   Financial Highlights   EQ Advisors Trust


 

 

 

If you would like more information about the Portfolio, the following documents are available free upon request. The Trust does not have a website available for accessing such information.

 

Annual and Semi-Annual Reports — Include more information about the Portfolio’s investments and performance. The reports usually include performance information, a discussion of market conditions and the investment strategies that affected the Portfolio’s performance during the last fiscal year.

 

Statement of Additional Information (SAI) — Provides more detailed information about the Portfolio, has been filed with the SEC and is incorporated into this Prospectus by reference.

 

Portfolio Holdings Disclosure — A description of the Portfolio’s policies and procedures with respect to the disclosure of its portfolio securities holdings is available in the Portfolio’s SAI.

 

To order a free copy of the Portfolio’s SAI and/or Annual and Semi-Annual Report,

request other information about the Portfolio, or make shareholder inquiries

contact your financial professional, or the Portfolio at:

 

EQ Advisors Trust

1290 Avenue of the Americas

New York, New York 10104

Telephone: 1-877-222-2144

 

EQ Advisors Trust currently does not maintain a website where shareholders

can access the SAI or shareholder reports.

 

Your financial professional or EQ Advisors Trust will also be happy to answer your questions or

to provide any additional information that you may require.

 

Information about the Portfolio (including the SAI) can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. Reports and other information about the Portfolio are available on the EDGAR database on the SEC’s Internet site at:

 

http://www.sec.gov.

 

Investors may also obtain this information, after paying a duplicating fee, by electronic request at the following

E-mail address:

publicinfo@sec.gov or by writing the SEC’s

Public Reference Section,

Washington, D.C. 20549-0102

 

EQ Advisors Trust

 

(Investment Company Act File No. 811-07953)

 

© 2009 EQ Advisors Trust


EQ Advisors Trust SM

 

Prospectus dated May 1, 2009

 

 

 

This prospectus describes five (5) Portfolios* offered by EQ Advisors Trust and the Class IA or Class IB shares offered by the Trust on behalf of the Portfolios. This prospectus contains information you should know before investing. Please read this prospectus carefully before investing and keep it for future reference.

 

Crossings Allocation Portfolios

 

Crossings Conservative Allocation Portfolio

Crossings Conservative-Plus Allocation Portfolio

Crossings Moderate Allocation Portfolio

Crossings Moderate-Plus Allocation Portfolio

Crossings Aggressive Allocation Portfolio

 

 

  * Not all of these Portfolios may be available in your variable life or annuity product. Please consult your product prospectus to see which Portfolios are available under your contract.

 

 

The Securities and Exchange Commission has not approved or disapproved any Portfolio’s shares or determined if this prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.

 

Class IA and Class IB Crossings Allocation Portfolios

(34891)

EQ Advisors Trust


Introduction

 

 

 

EQ Advisors Trust (“Trust”) is comprised of sixty-[nine] (6[9]) distinct mutual funds, each with its own investment strategy and risk/reward profile. This prospectus describes the Class IA and Class IB shares of the five (5) Crossings Allocation Portfolios of the Trust. The Trust has adopted a Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (“1940 Act”), for the Trust’s Class IB shares. The Crossings Allocation Portfolios are designed as a convenient approach to help investors meet retirement and other long-term goals. Each Crossings Allocation Portfolio is a diversified Portfolio. Information on each Crossings Allocation Portfolio, including the investment objective, investment strategies and investment risks, can be found on the pages following this introduction. Except as otherwise noted, the investment objective and investment policies of each Crossings Allocation Portfolio may be changed without a shareholder vote.

 

The Trust’s shares are currently sold only to (i) insurance company separate accounts in connection with variable life insurance contracts and variable annuity certificates and contracts (“Contracts”) issued or to be issued by AXA Equitable Life Insurance Company (“AXA Equitable”), AXA Life and Annuity Company, and other affiliated or unaffiliated insurance companies; and (ii) The AXA Equitable 401(k) Plan (“AXA Equitable Plan”). Shares also may be sold to other tax-qualified retirement plans. This prospectus is designed to help you make informed decisions about the Crossings Allocation Portfolios that are available under your Contract, the Equitable Plan or your retirement plan. You will find information about your Contract and how it works in the accompanying prospectus for the Contract if you are a Contractholder or participant under a Contract. Please read that prospectus carefully and retain it for future reference.

 

The investment manager to the Crossings Allocation Portfolios is AXA Equitable (the “Manager”). The Manager, through its AXA Funds Management Group unit, provides the day-to-day management of the Crossings Allocation Portfolios. Information regarding AXA Equitable is included under “Management Team” in this prospectus.

 

The co-distributors for each Crossings Allocation Portfolio are AXA Advisors, LLC and AXA Distributors, LLC (“Co-Distributors”).

 

An investment in a Crossings Allocation Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Because you could lose money by investing in these Portfolios, be sure to read all risk disclosures carefully before investing.

 

2   Introduction   EQ Advisors Trust


Table of contents

 

 

 

The Crossings Allocation Portfolios at a Glance    4

Goals, Strategies & Risks

  

Crossings Conservative Allocation Portfolio

   6

Crossings Conservative-Plus Allocation Portfolio

   8

Crossings Moderate Allocation Portfolio

   10

Crossings Moderate-Plus Allocation Portfolio

   12

Crossings Aggressive Allocation Portfolio

   14
Fees and Expenses of the Crossings Allocation Portfolios    16

MoreAbout Investment Strategies & Risks

   18

Benchmarks

   24
Information Regarding the Underlying Portfolios and Underlying ETFs    26

ManagementTeam

    

The Manager

   32

CrossingsAllocation Portfolio Services

    

Buying and Selling Shares

   34

Restrictions on Buying and Selling Shares

   34

How Portfolio Shares are Priced

   35

Dividends and Other Distributions

   36

Tax Consequences

   36

Additional Information

   37

FinancialHighlights

   38

 

EQ Advisors Trust   Table of contents   3


The Crossings Allocation Portfolios at a Glance

 

 

 

The Crossings Allocation Portfolios are designed as a convenient approach to help investors meet retirement and other long-term goals. Investors may choose to invest in one or more of the Crossings Allocation Portfolios based on their risk tolerance, investment time horizons and personal investment goals.

 

There are five Crossings Allocation Portfolios — Crossings Conservative Allocation Portfolio, Crossings Conservative-Plus Allocation Portfolio, Crossings Moderate Allocation Portfolio, Crossings Moderate-Plus Allocation Portfolio and Crossings Aggressive Allocation Portfolio (each Crossings Allocation Portfolio may be referred to herein as a “Portfolio” or together as the “Portfolios”). Each Crossings Allocation Portfolio pursues its investment objective by investing in other mutual funds (the “Underlying Portfolios”) managed by AXA Equitable and exchange traded securities of other registered investment companies (“Underlying ETFs”). The chart below illustrates each Crossings Allocation Portfolio according to its relative emphasis on seeking income and seeking growth of capital:

 

Crossings Allocation Portfolios   Income   Growth of Capital

Crossings Conservative Allocation Portfolio

  High   Low

Crossings Conservative-Plus Allocation Portfolio

  Medium to High   Low to Medium

Crossings Moderate Allocation Portfolio

  Medium   Medium to High

Crossings Moderate-Plus Allocation Portfolio

  Low   Medium to High

Crossings Aggressive Allocation Portfolio

  Low   High

 

AXA Equitable, under the oversight of the Trust’s Board of Trustees (the “Board”), has established an asset allocation target for each Crossings Allocation Portfolio. This target is the approximate percentage of each Portfolio’s assets that is invested in either equity securities or fixed income securities (referred to herein as “asset classes”) as represented by equity securities holdings or fixed income securities holdings of Underlying Portfolios and Underlying ETFs in which the Portfolio invests. Subject to this asset allocation target, AXA Equitable also has established target investment percentages for each asset category in which a Crossings Allocation Portfolio invests. Each target investment percentage is an approximate percentage of a Portfolio’s assets that is invested in a particular asset category through investments in Underlying Portfolios and Underlying ETFs whose individual securities holdings fall within such asset category. As used in this prospectus, the term “asset category” refers to specific types of securities within each asset class ( i.e. , international equity securities, large cap equity securities, small/mid cap equity securities, investment grade bonds, and high yield bonds). These asset allocation targets and target investment percentages may be changed without shareholder approval.

 

AXA Equitable establishes the asset allocation targets for each asset class and the target investment percentages for each asset category and identifies the specific Underlying Portfolios and Underlying ETFs in which to invest using its proprietary investment process, based on fundamental research regarding the investment characteristics of the asset classes, asset categories, Underlying Portfolios and Underlying ETFs, as well as its outlook for the economy and financial markets. AXA Equitable may change the asset allocation targets and the target investment percentages and may add new Underlying Portfolios and Underlying ETFs or replace existing Underlying Portfolios and Underlying ETFs. AXA Equitable may sell a Portfolio’s holdings in an Underlying Portfolio or Underlying ETF in order to invest in another Underlying Portfolio or Underlying ETF believed to offer superior investment opportunities. AXA Equitable does not intend to engage in active and frequent trading on behalf of the Crossings Allocation Portfolios. The following chart describes the current asset allocation targets and target investment percentages among the asset classes and asset categories for each Crossings Allocation Portfolio.

 

Asset Class    Crossings
Conservative
Allocation
   Crossings
Conservative-Plus
Allocation
   Crossings
Moderate
Allocation
   Crossings
Moderate-Plus
Allocation
   Crossings
Aggressive
Allocation

Percentage of Equity

   20%    40%    50%    70%    90%

•  International

   5%    10%    15%    20%    25%

•  Large Cap

   10%    20%    25%    35%    45%

•  Small/Mid Cap

   5%    10%    10%    15%    20%

Percentage of Fixed Income*

   80%    60%    50%    30%    10%

•  Investment Grade

   75%    55%    45%    30%    10%

•  High Yield

   5%    5%    5%    0%    0%
*   The target investment percentages for the investment grade and high yield fixed income classes may include securities of both U.S. and foreign issuers.

 

Actual allocations can deviate from the amounts shown above by up to 15% for each asset class and asset category. Each Crossings Allocation Portfolio also may deviate temporarily from its asset allocation targets and target investment percentages for defensive purposes. In addition, each Crossings

 

4   The Crossings Allocation Portfolios at a Glance   EQ Advisors Trust


 

 

Allocation Portfolio may deviate from its asset allocation targets and target investment percentages as a result of appreciation or depreciation of the holdings of the Underlying Portfolios and Underlying ETFs in which it invests. The Crossings Allocation Portfolios have adopted certain policies to reduce the likelihood of such an occurrence. First, AXA Equitable will rebalance each Crossings Allocation Portfolio’s holdings periodically to bring the Portfolio’s asset allocation back into alignment with its asset allocation targets and target investment percentages. Second, AXA Equitable will not allocate any new investment dollars to any Underlying Portfolio or Underlying ETF that holds securities of a particular asset class or asset category whose maximum percentage has been exceeded. Third, AXA Equitable will allocate new investment dollars on a priority basis to Underlying Portfolios and Underlying ETFs that hold securities of a particular asset class or asset category whose minimum percentage has not been achieved.

 

In order to give you a better understanding of the types of Underlying Portfolios and Underlying ETFs in which the Crossings Allocation Portfolios currently may invest, the table below lists the Underlying Portfolios and Underlying ETFs divided by asset category, based on each Underlying Portfolio’s or Underlying ETF’s primary securities holdings. Each of the Underlying Portfolios is advised by AXA Equitable and may be sub-advised by other advisers, certain of which are affiliates of AXA Equitable. In this connection, AXA Equitable’s selection of Underlying Portfolios may have a positive or negative effect on its revenues and/or profits. You should be aware that in addition to the fees directly associated with a Crossings Allocation Portfolio, you will also indirectly bear the fees of the Underlying Portfolios and Underlying ETFs which, with respect to the Underlying Portfolios, include management and administration fees paid to AXA Equitable, and in certain instances, advisory fees paid by AXA Equitable to its affiliates. The Crossings Allocation Portfolios will purchase Class A/IA shares of the Underlying Portfolios, which are not subject to distribution or service (Rule 12b-1) fees. Additional Information regarding the Underlying ETFs is included in their current prospectuses.

 

Investment Grade Bond   High Yield Bond
EQ/Bond Index Portfolio   Multimanager High Yield Portfolio
EQ/Global Bond PLUS Portfolio  
EQ/PIMCO UltraShort Bond Portfolio  
EQ/Quality Bond PLUS Portfolio  
Large Cap Equities   Small/Mid Cap Equities
EQ/Equity 500 Index Portfolio   EQ/Small Company Index Portfolio
EQ/Large Cap Core PLUS Portfolio   EQ/Mid Cap Value PLUS Portfolio
EQ/Large Cap Growth Index Portfolio  
EQ/Large Cap Growth PLUS Portfolio  
EQ/Large Cap Value Index Portfolio  
EQ/Large Cap Value PLUS Portfolio  
  International Equities
  EQ/International ETF Portfolio
  EQ/Global Multi-Sector Equity Portfolio
  iShares ® MSCI Emerging Markets Index Fund
  EQ/International Core PLUS Portfolio

 

Please note that the Underlying Portfolios may already be available directly as an investment option in your Contract and that an investor in any of the Crossings Allocation Portfolios bears both the expenses of the particular Crossings Allocation Portfolio as well as the indirect expenses associated with the Underlying Portfolios. Therefore, an investor may be able to realize lower aggregate expenses by investing directly in the Underlying Portfolios of a Crossings Allocation Portfolio instead of in the Crossings Allocation Portfolio itself. However, not all of the Underlying Portfolios of a Crossings Allocation Portfolio may be available as an investment option in your Contract. In addition, an investor who chooses to invest directly in the Underlying Portfolios would not receive the asset allocation and rebalancing services provided by AXA Equitable.

 

EQ Advisors Trust   The Crossings Allocation Portfolios at a Glance   5


Crossings Allocation Portfolios

 

Crossings Conservative Allocation Portfolio

 

INVESTMENT GOAL

 

Seeks a high level of current income.

 

PRINCIPAL INVESTMENT STRATEGIES

 

The Portfolio invests approximately 80% of its assets in fixed income investments and approximately 20% of its assets in equity investments through investments in Underlying Portfolios and Underlying ETFs. Subject to the asset allocation target, the Portfolio generally invests its assets in a combination of Underlying Portfolios and Underlying ETFs that would result in the Portfolio being invested in the following asset categories in the approximate percentages shown in the chart below.

 

International Equity Securities

   5%

Large Cap Equity Securities

   10%

Small/Mid Cap Equity Securities

   5%

Investment Grade Bonds

   75%

High Yield Bonds

   5%

 

The target investment percentages for investment grade and high yield fixed income asset classes may include securities of both U.S. and foreign issuers. The high yield fixed income asset class includes high yield bonds, which are also known as “junk bonds.” Actual allocations among asset classes and among asset categories can deviate from the amounts shown above by up to 15% of the Portfolio’s assets.

 

The Portfolio is managed so that it can serve as a core part of your larger portfolio. The Underlying Portfolios and Underlying ETFs have been selected to represent a reasonable spectrum of investment options for the Portfolio. AXA Equitable has based the target investment percentages for the Portfolio on the degree to which it believes the Underlying Portfolios and Underlying ETFs in combination, to be appropriate for the Portfolio’s investment objective. AXA Equitable may change the asset allocation targets, target investment percentages and the particular Underlying Portfolios and Underlying ETFs in which the Portfolio invests.

 

PRINCIPAL INVESTMENT RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

The principal risks presented by the Portfolio are:

 

 

Risks Associated with Underlying Portfolios  — Because each Crossings Allocation Portfolio invests in Underlying Portfolios, it will indirectly bear fees and expenses charged by the Underlying Portfolios in addition to the Crossings Allocation Portfolio’s direct fees and expenses. The investments of each Crossings Allocation Portfolio are concentrated in the Underlying Portfolios and, thus, each Crossings Allocation Portfolio’s investment performance is directly related to the performance in the Underlying Portfolios in which it invests. Because the Crossings Allocation Portfolios invest in Underlying Portfolios, each Crossings Allocation Portfolio’s net asset value (“NAV”) is subject to fluctuations in the Underlying Portfolio’s NAV. In addition, the Crossings Allocation Portfolios are subject to the risks associated with the securities in which the Underlying Portfolios invest. Both the Crossings Allocation Portfolios and the Underlying Portfolios are subject to certain general risks, including adviser selection risk, asset class risk, investment company securities risk, issuer-specific risk, leveraging risk, market risk, multiple adviser risk, opportunity risk, non-diversification risk, portfolio management risk, portfolio turnover risk, security risk and securities lending risk. In addition, to the extent a Crossings Allocation Portfolio invests in Underlying Portfolios that invest in equity securities, fixed income securities and/or foreign securities, the Crossings Allocation Portfolio is subject to the risks associated with investing in such securities. The risks associated with an Underlying Portfolio’s investments in equity securities include convertible securities risk, derivatives risk, equity risk, focused portfolio risk, index-fund risk, initial public offering risk, investment style risk, large-capitalization risk, liquidity risk and small- and mid-capitalization risk. The risks associated with an Underlying Portfolio’s investments in fixed income securities include credit/default risk, convertible securities risk, derivatives risk, index-fund risk, interest rate risk, investment grade securities risk, liquidity risk, loan participation risk, lower-rated securities risk and mortgage-backed and asset-backed securities risk. The risks associated with an Underlying Portfolio’s investments in foreign securities include currency risk, depositary receipts risk, emerging markets risk, foreign investing risk and liquidity risk. These risks are discussed in detail in the section entitled “More About Investment Strategies & Risks.”

 

 

Risks Associated with Underlying ETFs  — When a Crossings Allocation Portfolio invests in Underlying ETFs, it will indirectly bear fees and expenses charged by the Underlying ETFs in addition to the Portfolio’s direct fees and expenses. Therefore, the cost of investing in the Portfolio may be higher than the cost of investing in mutual funds that invest directly in individual stocks and bonds. In addition, Underlying ETFs may change their investment objectives or policies without the approval of a Portfolio. If that were to occur, a Portfolio might be forced to withdraw its investment from the Underlying ETF at a time that is unfavorable to the Portfolio. In addition, while the risks of owning shares of an Underlying ETF generally reflect the risks of owning the underlying securities the Underlying ETF is designed to track, lack of liquidity in an Underlying ETF can result in its value being more volatile than the underlying portfolio of securities. The market price of an Underlying ETF may be different from the net asset value of such Underlying ETF ( i.e. , an Underlying ETF may trade at a discount or premium to its net asset value). The performance of a Portfolio that invests in such an Underlying ETF could be adversely impacted. The principal risks of investing in Underlying ETFs generally are similar to those risks discussed above under “Risks Associated with Underlying Portfolios.” The

 

6   The Crossings Allocation Portfolios at a Glance   EQ Advisors Trust


 

 

Underlying ETFs are also subject to the following risks which are described in more detail in the section entitled “More About Investment Strategies & Risks - General Risks of Underlying ETFs”: ETF Management Risk, Inactive Market Risk, Market Risk, Net Asset Value Risk, Passive Investment Risk, Portfolio Management Risk, Tracking Error Risk, Value Risk.

 

 

Affiliated Portfolio Risk  — In managing the Crossings Allocation Portfolios, the Manager has the authority to select and substitute the Underlying Portfolios. The Manager may be subject to potential conflicts of interest in allocating each of the Crossings Allocation Portfolio’s assets among the various Underlying Portfolios both because the fees payable to it by some of the Underlying Portfolios are higher than the fees payable by other Underlying Portfolios and because the Manager is also responsible for managing, and with respect to certain Underlying Portfolios, its affiliates are responsible for sub-advising, the Underlying Portfolios.

 

 

Market Risk  — The Underlying Portfolios’ and Underlying ETFs’ share prices, and thus the share price of the Crossings Allocation Portfolio, can fall because of weakness in the broad market, a particular industry, or specific holdings. The market as a whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, AXA Equitable’s assessment of the companies in the Underlying Portfolios and Underlying ETFs may prove incorrect, resulting in losses or poor performance even in a rising market. Finally, the Underlying Portfolios’ and Underlying ETFs’ investment approach could fall out of favor with the investing public, resulting in lagging performance versus other comparable funds.

 

 

Portfolio Management Risk  — The risk that AXA Equitable’s allocations among the asset classes and asset categories and its selection of the Underlying Portfolios and Underlying ETFs fail to produce the desired results.

 

More information about the risks of an investment in the Portfolio is provided below in “More About Investment Strategies & Risks.”

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the Portfolio’s first full calendar year of operations. The inception date for this Portfolio is January 3, 2008. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (             Quarter)              % (             Quarter)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (             Quarter)              % (             Quarter)

 

Average Annual Total Returns
       One Year    Since
Inception

Crossings Conservative Allocation
Portfolio — Class IA Shares

   %    %

Crossings Conservative Allocation
Portfolio — Class IB Shares

   %    %

Conservative Allocation Composite Index†

   %    %

Barclays Capital U.S. Aggregate Bond Index†*

   %    %

MSCI EAFE Index†

   %    %

S&P 500 Index†*

   %    %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”
*   Effective May 1, 2009, the Portfolio has changed it benchmarks to the S&P 500 Index and the Barclays Capital U.S. Aggregate Bond Index. The Manager believes that these benchmarks reflect more closely the securities and sectors in which the Portfolio invests.

 

EQ Advisors Trust   The Crossings Allocation Portfolios at a Glance   7


Crossings Allocation Portfolios (continued)

 

Crossings Conservative-Plus Allocation Portfolio

 

INVESTMENT GOAL

 

Seeks current income and growth of capital, with a greater emphasis on current income.

 

PRINCIPAL INVESTMENT STRATEGIES

 

The Portfolio invests approximately 60% of its assets in fixed income investments and approximately 40% of its assets in equity investments through investments in Underlying Portfolios and Underlying ETFs. Subject to the asset allocation target, the Portfolio generally invests its assets in a combination of Underlying Portfolios and Underlying ETFs that would result in the Portfolio being invested in the following asset categories in the approximate percentages shown in the chart below.

 

International Equity Securities

   10%

Large Cap Equity Securities

   20%

Small/Mid Cap Equity Securities

   10%

Investment Grade Bonds

   55%

High Yield Bonds

   5%

 

The target investment percentages for investment grade and high yield fixed income asset classes may include securities of both U.S. and foreign issuers. The high yield fixed income asset class includes high yield bonds, which are also known as “junk bonds.” Actual allocations among asset classes and among asset categories can deviate from the amounts shown above by up to 15% of the Portfolio’s assets.

 

The Portfolio is managed so that it can serve as a core part of your larger portfolio. The Underlying Portfolios and Underlying ETFs have been selected to represent a reasonable spectrum of investment options for the Portfolio. AXA Equitable has based the target investment percentages for the Portfolio on the degree to which it believes the Underlying Portfolios and Underlying ETFs, in combination, to be appropriate for the Portfolio’s investment objective. AXA Equitable may change the asset allocation targets, target investment percentages and the particular Underlying Portfolios and Underlying ETFs in which the Portfolio invests.

 

PRINCIPAL INVESTMENT RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

The principal risks presented by the Portfolio are:

 

 

Risks Associated with Underlying Portfolios  — Because each Crossings Allocation Portfolio invests in Underlying Portfolios and Underlying ETFs, it will indirectly bear fees and expenses charged by the Underlying Portfolios and Underlying ETFs in addition to the Crossings Allocation Portfolio’s direct fees and expenses. The investments of each Crossings Allocation Portfolio are concentrated in the Underlying Portfolios and Underlying ETFs and, thus, each Crossings Allocation Portfolio’s investment performance is directly related to the performance in the Underlying Portfolios and Underlying ETFs in which it invests. Because the Crossings Allocation Portfolios invest in Underlying Portfolios and Underlying ETFs, each Crossings Allocation Portfolio’s net asset value (“NAV”) is subject to fluctuations in the Underlying Portfolio’s and Underlying ETF’s NAV. In addition, the Crossings Allocation Portfolios are subject to the risks associated with the securities in which the Underlying Portfolios and Underlying ETFs invest. Both the Crossings Allocation Portfolios and the Underlying Portfolios and Underlying ETFs are subject to certain general risks, including adviser selection risk, asset class risk, investment company securities risk, issuer-specific risk, leveraging risk, market risk, multiple adviser risk, opportunity risk, non-diversification risk, portfolio management risk, portfolio turnover risk, security risk and securities lending risk. In addition, to the extent a Crossings Allocation Portfolio invests in Underlying Portfolios and Underlying ETFs that invest in equity securities, fixed income securities and/or foreign securities, the Crossings Allocation Portfolio is subject to the risks associated with investing in such securities. The risks associated with an Underlying Portfolio’s and Underlying ETF’s investments in equity securities include convertible securities risk, derivatives risk, equity risk, focused portfolio risk, index-fund risk, initial public offering risk, investment style risk, large-capitalization risk, liquidity risk and small- and mid-capitalization risk. The risks associated with an Underlying Portfolio’s and Underlying ETF’s investments in fixed income securities include credit/default risk, convertible securities risk, derivatives risk, index-fund risk, interest rate risk, investment grade securities risk, liquidity risk, loan participation risk, lower-rated securities risk and mortgage-backed and asset-backed securities risk. The risks associated with an Underlying Portfolio’s and Underlying ETF’s investments in foreign securities include currency risk, depositary receipts risk, emerging markets risk, foreign investing risk and liquidity risk. These risks are discussed in detail in the section entitled “More About Investment Strategies & Risks.”

 

 

Risks Associated with Underlying ETFs  — When a Crossings Allocation Portfolio invests in Underlying ETFs, it will indirectly bear fees and expenses charged by the Underlying ETFs in addition to the Portfolio’s direct fees and expenses. Therefore, the cost of investing in the Portfolio may be higher than the cost of investing in mutual funds that invest directly in individual stocks and bonds. In addition, Underlying ETFs may change their investment objectives or policies without the approval of a Portfolio. If that were to occur, a Portfolio might be forced to withdraw its investment from the Underlying ETF at a time that is unfavorable to the Portfolio. In addition, while the risks of owning shares of an Underlying ETF generally reflect the risks of owning the underlying securities the Underlying ETF is designed to track, lack of liquidity in an Underlying ETF can result in its value being more volatile than the Underlying Portfolio of securities. The market price of an Underlying ETF may be different from the net asset value of such Underlying ETF ( i.e. , an Underlying ETF may trade at a discount or premium to its net asset value). The performance of a Portfolio that invests in such an

 

8   The Crossings Allocation Portfolios at a Glance   EQ Advisors Trust


 

 

Underlying ETF could be adversely impacted. The principal risks of investing in Underlying ETFs generally are similar to those risks discussed above under “Risks Associated with Underlying Portfolios and Underlying ETFs.” The Underlying ETFs are also subject to the following risks which are described in more detail in the section entitled “More About Investment Strategies & Risks — General Risks of Underlying ETFs”: ETF Management Risk, Inactive Market Risk, Market Risk, Net Asset Value Risk, Passive Investment Risk, Portfolio Management Risk, Tracking Error Risk, Value Risk.

 

 

Affiliated Portfolio Risk  — In managing the Crossings Allocation Portfolios, the Manager has the authority to select and substitute the Underlying Portfolios and Underlying ETFs. The Manager may be subject to potential conflicts of interest in allocating each of the Crossings Allocation Portfolio’s assets among the various Underlying Portfolios and Underlying ETFs both because the fees payable to it by some of the Underlying Portfolios and Underlying ETFs are higher than the fees payable by other Underlying Portfolios and Underlying ETFs and because the Manager is also responsible for managing, and with respect to certain Underlying Portfolios and Underlying ETFs, its affiliates are responsible for sub-advising, the Underlying Portfolios and Underlying ETFs.

 

 

Market Risk  — The Underlying Portfolios’ and Underlying ETFs’ share prices, and thus the share price of the Crossings Allocation Portfolio, can fall because of weakness in the broad market, a particular industry, or specific holdings. The market as a whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, AXA Equitable’s assessment of the companies in the Underlying Portfolios and Underlying ETFs may prove incorrect, resulting in losses or poor performance even in a rising market. Finally, the Underlying Portfolios’ and Underlying ETFs’ investment approach could fall out of favor with the investing public, resulting in lagging performance versus other comparable funds.

 

 

Portfolio Management Risk  — The risk that AXA Equitable’s allocations among the asset classes and asset categories and its selection of the Underlying Portfolios and Underlying ETFs fail to produce the desired results.

 

More information about the risks of an investment in the Portfolio is provided below in “More About Investment Strategies & Risks.”

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the Portfolio’s first full calendar year of operations. The inception date for this Portfolio is January 3, 2008. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (              Quarter)              % (              Quarter)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (              Quarter)              % (              Quarter)

 

Average Annual Total Returns
       One Year    Since
Inception

Crossings Conservative-Plus Allocation
Portfolio — Class IA Shares

       %        %

Crossings Conservative-Plus Allocation
Portfolio — Class IB Shares

   %    %

Conservative-Plus Allocation Composite Index†

   %    %

Barclays Capital U.S. Aggregate Bond Index†*

   %    %

S&P 500 Index†*

   %    %

MSCI EAFE Index†

   %    %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”
*   Effective May 1, 2009, the Portfolio has changed it benchmarks to the S&P 500 Index and the Barclays Capital U.S. Aggregate Bond Index. The Manager believes that these benchmarks reflect more closely the securities and sectors in which the Portfolio invests.

 

EQ Advisors Trust   The Crossings Allocation Portfolios at a Glance   9


Crossings Allocation Portfolios (continued)

 

Crossings Moderate Allocation Portfolio

 

INVESTMENT GOAL

 

Seeks long-term capital appreciation and current income.

 

PRINCIPAL INVESTMENT STRATEGIES

 

The Portfolio invests approximately 50% of its assets in equity investments and approximately 50% of its assets in fixed income investments through investments in Underlying Portfolios and Underlying ETFs. Subject to the asset allocation target, the Portfolio generally invests its assets in a combination of Underlying Portfolios and Underlying ETFs that would result in the Portfolio being invested in the following asset categories in the approximate percentages shown in the chart below.

 

International Equity Securities

   15%

Large Cap Equity Securities

   25%

Small/Mid Cap Equity Securities

   10%

Investment Grade Bonds

   45%

High Yield Bonds

   5%

 

The target investment percentages for investment grade and high yield fixed income asset classes may include securities of both U.S. and foreign issuers. The high yield fixed income asset class includes high yield bonds, which are also known as “junk bonds.” Actual allocations among asset classes and among asset categories can deviate from the amounts shown above by up to 15% of the Portfolio’s assets.

 

The Portfolio is managed so that it can serve as a core part of your larger portfolio. The Underlying Portfolios and Underlying ETFs have been selected to represent a reasonable spectrum of investment options for the Portfolio. AXA Equitable has based the target investment percentages for the Portfolio on the degree to which it believes the Underlying Portfolios and Underlying ETFs, in combination, to be appropriate for the Portfolio’s investment objective. AXA Equitable may change the asset allocation targets, target investment percentages and the particular Underlying Portfolios and Underlying ETFs in which the Portfolio invests.

 

PRINCIPAL INVESTMENT RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

The principal risks presented by the Portfolio are:

 

 

Risks Associated with Underlying Portfolios  — Because each Crossings Allocation Portfolio invests in Underlying Portfolios and Underlying ETFs, it will indirectly bear fees and expenses charged by the Underlying Portfolios and Underlying ETFs in addition to the Crossings Allocation Portfolio’s direct fees and expenses. The investments of each Crossings Allocation Portfolio are concentrated in the Underlying Portfolios and Underlying ETFs and, thus, each Crossings Allocation Portfolio’s investment performance is directly related to the performance in the Underlying Portfolios and Underlying ETFs in which it invests. Because the Crossings Allocation Portfolios invest in Underlying Portfolios and Underlying ETFs, each Crossings Allocation Portfolio’s net asset value (“NAV”) is subject to fluctuations in the Underlying Portfolio’s and Underlying ETF’s NAV. In addition, the Crossings Allocation Portfolios are subject to the risks associated with the securities in which the Underlying Portfolios and Underlying ETFs invest. Both the Crossings Allocation Portfolios and the Underlying Portfolios and Underlying ETFs are subject to certain general risks, including adviser selection risk, asset class risk, investment company securities risk, issuer-specific risk, leveraging risk, market risk, multiple adviser risk, opportunity risk, non-diversification risk, portfolio management risk, portfolio turnover risk, security risk and securities lending risk. In addition, to the extent a Crossings Allocation Portfolio invests in Underlying Portfolios and Underlying ETFs that invest in equity securities, fixed income securities and/or foreign securities, the Crossings Allocation Portfolio is subject to the risks associated with investing in such securities. The risks associated with an Underlying Portfolio’s and Underlying ETF’s investments in equity securities include convertible securities risk, derivatives risk, equity risk, focused portfolio risk, index-fund risk, initial public offering risk, investment style risk, large-capitalization risk, liquidity risk and small- and mid-capitalization risk. The risks associated with an Underlying Portfolio’s and Underlying ETF’s investments in fixed income securities include credit/default risk, convertible securities risk, derivatives risk, index-fund risk, interest rate risk, investment grade securities risk, liquidity risk, loan participation risk, lower-rated securities risk and mortgage-backed and asset-backed securities risk. The risks associated with an Underlying Portfolio’s and Underlying ETF’s investments in foreign securities include currency risk, depositary receipts risk, emerging markets risk, foreign investing risk and liquidity risk. These risks are discussed in detail in the section entitled “More About Investment Strategies & Risks.”

 

 

Risks Associated with Underlying ETFs  — When a Crossings Allocation Portfolio invests in Underlying ETFs, it will indirectly bear fees and expenses charged by the Underlying ETFs in addition to the Portfolio’s direct fees and expenses. Therefore, the cost of investing in the Portfolio may be higher than the cost of investing in mutual funds that invest directly in individual stocks and bonds. In addition, Underlying ETFs may change their investment objectives or policies without the approval of a Portfolio. If that were to occur, a Portfolio might be forced to withdraw its investment from the Underlying ETF at a time that is unfavorable to the Portfolio. In addition, while the risks of owning shares of an Underlying ETF generally reflect the risks of owning the underlying securities the Underlying ETF is designed to track, lack of liquidity in an Underlying ETF can result in its value being more volatile than the Underlying Portfolio of securities. The market price of an Underlying ETF may be different from the net asset value of such Underlying ETF ( i.e. , an Underlying ETF may trade at a discount or premium to its net asset value). The performance of a Portfolio that

 

10   The Crossings Allocation Portfolios at a Glance   EQ Advisors Trust


 

 

invests in such an Underlying ETF could be adversely impacted. The principal risks of investing in Underlying ETFs generally are similar to those risks discussed above under “Risks Associated with Underlying Portfolios and Underlying ETFs.” The Underlying ETFs are also subject to the following risks which are described in more detail in the section entitled “More About Investment Strategies & Risks — General Risks of Underlying ETFs”: ETF Management Risk, Inactive Market Risk, Market Risk, Net Asset Value Risk, Passive Investment Risk, Portfolio Management Risk, Tracking Error Risk, Value Risk.

 

 

Affiliated Portfolio Risk  — In managing the Crossings Allocation Portfolios, the Manager has the authority to select and substitute the Underlying Portfolios and Underlying ETFs. The Manager may be subject to potential conflicts of interest in allocating each of the Crossings Allocation Portfolio’s assets among the various Underlying Portfolios and Underlying ETFs both because the fees payable to it by some of the Underlying Portfolios and Underlying ETFs are higher than the fees payable by other Underlying Portfolios and Underlying ETFs and because the Manager is also responsible for managing, and with respect to certain Underlying Portfolios and Underlying ETFs, its affiliates are responsible for sub-advising, the Underlying Portfolios and Underlying ETFs.

 

 

Market Risk  — The Underlying Portfolios’ and Underlying ETFs’ share prices, and thus the share price of the Crossings Allocation Portfolio, can fall because of weakness in the broad market, a particular industry, or specific holdings. The market as a whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, AXA Equitable’s assessment of the companies in the Underlying Portfolios and Underlying ETFs may prove incorrect, resulting in losses or poor performance even in a rising market. Finally, the Underlying Portfolios’ and Underlying ETFs’ investment approach could fall out of favor with the investing public, resulting in lagging performance versus other comparable funds.

 

 

Portfolio Management Risk  — The risk that AXA Equitable’s allocations among the asset classes and asset categories and its selection of the Underlying Portfolios and Underlying ETFs fail to produce the desired results.

 

More information about the risks of an investment in the Portfolio is provided below in “More About Investment Strategies & Risks.”

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the Portfolio’s first full calendar year of operations. The inception date for this Portfolio is January 3, 2008. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (             Quarter)              % (             Quarter)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (             Quarter)              % (             Quarter)

 

Average Annual Total Returns
       One Year    Since
Inception

Crossings Moderate Allocation
Portfolio — Class IA Shares

           %            %

Crossings Moderate Allocation
Portfolio — Class IB Shares

           %            %

Moderate Allocation Composite Index†

   %    %

S&P 500 Index†*

   %    %

Barclays Capital U.S. Aggregate Bond Index†*

   %    %

MSCI EAFE Index†

   %    %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”
*   Effective May 1, 2009, the Portfolio has changed it benchmarks to the S&P 500 Index and the Barclays Capital U.S. Aggregate Bond Index. The Manager believes that these benchmarks reflect more closely the securities and sectors in which the Portfolio invests.

 

EQ Advisors Trust   The Crossings Allocation Portfolios at a Glance   11


Crossings Allocation Portfolios (continued)

 

Crossings Moderate-Plus Allocation Portfolio

 

INVESTMENT GOAL

 

Seeks long-term capital appreciation and current income, with a greater emphasis on capital appreciation.

 

PRINCIPAL INVESTMENT STRATEGIES

 

The Portfolio invests approximately 70% of its assets in equity investments and approximately 30% of its assets in fixed income investments through investments in Underlying Portfolios and Underlying ETFs. Subject to the asset allocation target, the Portfolio generally invests its assets in a combination of Underlying Portfolios and Underlying ETFs that would result in the Portfolio being invested in the following asset categories in the approximate percentages shown in the chart below.

 

International Equity Securities

   20%

Large Cap Equity Securities

   35%

Small/Mid Cap Equity Securities

   15%

Investment Grade Bonds

   30%

High Yield Bonds

   0%

 

The target investment percentages for investment grade and high yield fixed income asset classes may include securities of both U.S. and foreign issuers. The high yield fixed income asset class includes high yield bonds, which are also known as “junk bonds.” Actual allocations among asset classes and among asset categories can deviate from the amounts shown above by up to 15% of the Portfolio’s assets.

 

The Portfolio is managed so that it can serve as a core part of your larger portfolio. The Underlying Portfolios and Underlying ETFs have been selected to represent a reasonable spectrum of investment options for the Portfolio. AXA Equitable has based the target investment percentages for the Portfolio on the degree to which it believes the Underlying Portfolios and Underlying ETFs, in combination, to be appropriate for the Portfolio’s investment objective. AXA Equitable may change the asset allocation targets, target investment percentages and the particular Underlying Portfolios and Underlying ETFs in which the Portfolio invests.

 

PRINCIPAL INVESTMENT RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

The principal risks presented by the Portfolio are:

 

 

Risks Associated with Underlying Portfolios  — Because each Crossings Allocation Portfolio invests in Underlying Portfolios and Underlying ETFs, it will indirectly bear fees and expenses charged by the Underlying Portfolios and Underlying ETFs in addition to the Crossings Allocation Portfolio’s direct fees and expenses. The investments of each Crossings Allocation Portfolio are concentrated in the Underlying Portfolios and Underlying ETFs and, thus, each Crossings Allocation Portfolio’s investment performance is directly related to the performance in the Underlying Portfolios and Underlying ETFs in which it invests. Because the Crossings Allocation Portfolios invest in Underlying Portfolios and Underlying ETFs, each Crossings Allocation Portfolio’s net asset value (“NAV”) is subject to fluctuations in the Underlying Portfolio’s and Underlying ETF’s NAV. In addition, the Crossings Allocation Portfolios are subject to the risks associated with the securities in which the Underlying Portfolios and Underlying ETFs invest. Both the Crossings Allocation Portfolios and the Underlying Portfolios and Underlying ETFs are subject to certain general risks, including adviser selection risk, asset class risk, investment company securities risk, issuer-specific risk, leveraging risk, market risk, multiple adviser risk, opportunity risk, non-diversification risk, portfolio management risk, portfolio turnover risk, security risk and securities lending risk. In addition, to the extent a Crossings Allocation Portfolio invests in Underlying Portfolios and Underlying ETFs that invest in equity securities, fixed income securities and/or foreign securities, the Crossings Allocation Portfolio is subject to the risks associated with investing in such securities. The risks associated with an Underlying Portfolio’s and Underlying ETF’s investments in equity securities include convertible securities risk, derivatives risk, equity risk, focused portfolio risk, index-fund risk, initial public offering risk, investment style risk, large-capitalization risk, liquidity risk and small- and mid-capitalization risk. The risks associated with an Underlying Portfolio’s and Underlying ETF’s investments in fixed income securities include credit/default risk, convertible securities risk, derivatives risk, index-fund risk, interest rate risk, investment grade securities risk, liquidity risk, lower-rated securities risk and mortgage-backed and asset-backed securities risk. The risks associated with an Underlying Portfolio’s and Underlying ETF’s investments in foreign securities include currency risk, depositary receipts risk, emerging markets risk, foreign investing risk and liquidity risk. These risks are discussed in detail in the section entitled “More About Investment Strategies & Risks.”

 

 

Risks Associated with Underlying ETFs  — When a Crossings Allocation Portfolio invests in Underlying ETFs, it will indirectly bear fees and expenses charged by the Underlying ETFs in addition to the Portfolio’s direct fees and expenses. Therefore, the cost of investing in the Portfolio may be higher than the cost of investing in mutual funds that invest directly in individual stocks and bonds. In addition, Underlying ETFs may change their investment objectives or policies without the approval of a Portfolio. If that were to occur, a Portfolio might be forced to withdraw its investment from the Underlying ETF at a time that is unfavorable to the Portfolio. In addition, while the risks of owning shares of an Underlying ETF generally reflect the risks of owning the underlying securities the Underlying ETF is designed to track, lack of liquidity in an Underlying ETF can result in its value being more volatile than the Underlying Portfolio of securities. The market price of an Underlying ETF may be different from the net asset value of such Underlying ETF ( i.e. , an Underlying ETF may trade at a discount or premium to its

 

12   The Crossings Allocation Portfolios at a Glance   EQ Advisors Trust


 

 

net asset value). The performance of a Portfolio that invests in such an Underlying ETF could be adversely impacted. The principal risks of investing in Underlying ETFs generally are similar to those risks discussed above under “Risks Associated with Underlying Portfolios and Underlying ETFs.” The Underlying ETFs are also subject to the following risks which are described in more detail in the section entitled “More About Investment Strategies & Risks — General Risks of Underlying ETFs”: ETF Management Risk, Inactive Market Risk, Market Risk, Net Asset Value Risk, Passive Investment Risk, Portfolio Management Risk, Tracking Error Risk, Value Risk.

 

 

Affiliated Portfolio Risk  — In managing the Crossings Allocation Portfolios, the Manager has the authority to select and substitute the Underlying Portfolios and Underlying ETFs. The Manager may be subject to potential conflicts of interest in allocating each of the Crossings Allocation Portfolio’s assets among the various Underlying Portfolios and Underlying ETFs both because the fees payable to it by some of the Underlying Portfolios and Underlying ETFs are higher than the fees payable by other Underlying Portfolios and Underlying ETFs and because the Manager is also responsible for managing, and with respect to certain Underlying Portfolios and Underlying ETFs, its affiliates are responsible for sub-advising, the Underlying Portfolios and Underlying ETFs.

 

 

Market Risk  — The Underlying Portfolios’ and Underlying ETFs’ share prices, and thus the share price of the Crossings Allocation Portfolio, can fall because of weakness in the broad market, a particular industry, or specific holdings. The market as a whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, AXA Equitable’s assessment of the companies in the Underlying Portfolios and Underlying ETFs may prove incorrect, resulting in losses or poor performance even in a rising market. Finally, the Underlying Portfolios’ and Underlying ETFs’ investment approach could fall out of favor with the investing public, resulting in lagging performance versus other comparable funds.

 

 

Portfolio Management Risk  — The risk that AXA Equitable’s allocations among the asset classes and asset categories and its selection of the Underlying Portfolios and Underlying ETFs fail to produce the desired results.

 

More information about the risks of an investment in the Portfolio is provided below in “More About Investment Strategies & Risks.”

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the Portfolio’s first full calendar year of operations. The inception date for this Portfolio is January 3, 2008. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (             Quarter)              % (             Quarter)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (             Quarter)              % (             Quarter)

 

Average Annual Total Returns
       One Year      Since
Inception

Crossings Moderate-Plus Allocation
Portfolio — Class IA Shares

   %      %

Crossings Moderate-Plus Allocation
Portfolio — Class IB Shares

   %      %

Moderate-Plus Allocation Composite Index†

   %      %

S&P 500 Index†*

   %      %

Barclays Capital U.S. Aggregate Bond Index†*

   %      %

MSCI EAFE Index†

   %      %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”
*   Effective May 1, 2009, the Portfolio has changed it benchmarks to the S&P 500 Index and the Barclays Capital U.S. Aggregate Bond Index. The Manager believes that these benchmarks reflect more closely the securities and sectors in which the Portfolio invests.

 

EQ Advisors Trust   The Crossings Allocation Portfolios at a Glance   13


Crossings Allocation Portfolios (continued)

 

Crossings Aggressive Allocation Portfolio

 

INVESTMENT GOAL

 

Seeks long-term capital appreciation.

 

PRINCIPAL INVESTMENT STRATEGIES

 

The Portfolio invests approximately 90% of its assets in equity investments and approximately 10% of its assets in fixed income investments through investments in Underlying Portfolios and Underlying ETFs. Subject to the asset allocation target, the Portfolio generally invests its assets in a combination of Underlying Portfolios and Underlying ETFs that would result in the Portfolio being invested in the following asset categories in the approximate percentages shown in the chart below.

 

International Equity Securities

  25%

Large Cap Equity Securities

  45%

Small/Mid Cap Equity Securities

  20%

Investment Grade Bonds

  10%

High Yield Bonds

    0%

 

The target investment percentages for investment grade and high yield fixed income asset classes may include securities of both U.S. and foreign issuers. The high yield fixed income asset class includes high yield bonds, which are also known as “junk bonds.” Actual allocations between asset classes and among asset categories can deviate from the amounts shown above by up to 15% of the Portfolio’s assets.

 

The Portfolio is managed so that it can serve as a core part of your larger portfolio. The Underlying Portfolios and Underlying ETFs have been selected to represent a reasonable spectrum of investment options for the Portfolio. AXA Equitable has based the target investment percentages for the Portfolio on the degree to which it believes the Underlying Portfolios and Underlying ETFs, in combination, to be appropriate for the Portfolio’s investment objective. AXA Equitable may change the asset allocation targets, target investment percentages and the particular Underlying Portfolios and Underlying ETFs in which the Portfolio invests.

 

PRINCIPAL INVESTMENT RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

The principal risks presented by the Portfolio are:

 

 

Risks Associated with Underlying Portfolios  — Because each Crossings Allocation Portfolio invests in Underlying Portfolios and Underlying ETFs, it will indirectly bear fees and expenses charged by the Underlying Portfolios and Underlying ETFs in addition to the Crossings Allocation Portfolio’s direct fees and expenses. The investments of each Crossings Allocation Portfolio are concentrated in the Underlying Portfolios and Underlying ETFs and, thus, each Crossings Allocation Portfolio’s investment performance is directly related to the performance in the Underlying Portfolios and Underlying ETFs in which it invests. Because the Crossings Allocation Portfolios invest in Underlying Portfolios and Underlying ETFs, each Crossings Allocation Portfolio’s net asset value (“NAV”) is subject to fluctuations in the Underlying Portfolio’s and Underlying ETF’s NAV. In addition, the Crossings Allocation Portfolios are subject to the risks associated with the securities in which the Underlying Portfolios and Underlying ETFs invest. Both the Crossings Allocation Portfolios and the Underlying Portfolios and Underlying ETFs are subject to certain general risks, including adviser selection risk, asset class risk, investment company securities risk, issuer-specific risk, leveraging risk, market risk, multiple adviser risk, opportunity risk, non-diversification risk, portfolio management risk, portfolio turnover risk, security risk and securities lending risk. In addition, to the extent a Crossings Allocation Portfolio invests in Underlying Portfolios and Underlying ETFs that invest in equity securities, fixed income securities and/or foreign securities, the Crossings Allocation Portfolio is subject to the risks associated with investing in such securities. The risks associated with an Underlying Portfolio’s and Underlying ETF’s investments in equity securities include convertible securities risk, derivatives risk, equity risk, focused portfolio risk, index-fund risk, initial public offering risk, investment style risk, large-capitalization risk, liquidity risk and small- and mid-capitalization risk. The risks associated with an Underlying Portfolio’s and Underlying ETF’s investments in fixed income securities include credit/default risk, convertible securities risk, derivatives risk, index-fund risk, interest rate risk, investment grade securities risk, liquidity risk, lower-rated securities risk and mortgage-backed and asset-backed securities risk. The risks associated with an Underlying Portfolio’s and Underlying ETF’s investments in foreign securities include currency risk, depositary receipts risk, emerging markets risk, foreign investing risk and liquidity risk. These risks are discussed in detail in the section entitled “More About Investment Strategies & Risks.”

 

 

Risks Associated with Underlying ETFs  — When a Crossings Allocation Portfolio invests in Underlying ETFs, it will indirectly bear fees and expenses charged by the Underlying ETFs in addition to the Portfolio’s direct fees and expenses. Therefore, the cost of investing in the Portfolio may be higher than the cost of investing in mutual funds that invest directly in individual stocks and bonds. In addition, Underlying ETFs may change their investment objectives or policies without the approval of a Portfolio. If that were to occur, a Portfolio might be forced to withdraw its investment from the Underlying ETF at a time that is unfavorable to the Portfolio. In addition, while the risks of owning shares of an Underlying ETF generally reflect the risks of owning the underlying securities the Underlying ETF is designed to track, lack of liquidity in an Underlying ETF can result in its value being more volatile than the Underlying Portfolio of securities. The market price of an Underlying ETF may be different from the net asset value of such Underlying ETF ( i.e. , an Underlying ETF may trade at a discount or premium to its net asset value). The performance of a Portfolio that invests in such an

 

14   The Crossings Allocation Portfolios at a Glance   EQ Advisors Trust


 

 

Underlying ETF could be adversely impacted. The principal risks of investing in Underlying ETFs generally are similar to those risks discussed above under “Risks Associated with Underlying Portfolios and Underlying ETFs.” The Underlying ETFs are also subject to the following risks which are described in more detail in the section entitled “More About Investment Strategies & Risks — General Risks of Underlying ETFs”: ETF Management Risk, Inactive Market Risk, Market Risk, Net Asset Value Risk, Passive Investment Risk, Portfolio Management Risk, Tracking Error Risk, Value Risk.

 

 

Affiliated Portfolio Risk  — In managing the Crossings Allocation Portfolios, the Manager has the authority to select and substitute the Underlying Portfolios and Underlying ETFs. The Manager may be subject to potential conflicts of interest in allocating each of the Crossings Allocation Portfolio’s assets among the various Underlying Portfolios and Underlying ETFs both because the fees payable to it by some of the Underlying Portfolios and Underlying ETFs are higher than the fees payable by other Underlying Portfolios and Underlying ETFs and because the Manager is also responsible for managing, and with respect to certain Underlying Portfolios and Underlying ETFs, its affiliates are responsible for sub-advising, the Underlying Portfolios and Underlying ETFs.

 

 

Market Risk  — The Underlying Portfolios’ and Underlying ETFs’ share prices, and thus the share price of the Crossings Allocation Portfolio, can fall because of weakness in the broad market, a particular industry, or specific holdings. The market as a whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, AXA Equitable’s assessment of the companies in the Underlying Portfolios and Underlying ETFs may prove incorrect, resulting in losses or poor performance even in a rising market. Finally, the Underlying Portfolios’ and Underlying ETFs’ investment approach could fall out of favor with the investing public, resulting in lagging performance versus other comparable funds.

 

 

Portfolio Management Risk  — The risk that AXA Equitable’s allocations among the asset classes and asset categories and its selection of the Underlying Portfolios and Underlying ETFs fail to produce the desired results.

 

More information about the risks of an investment in the Portfolio is provided below in “More About Investment Strategies & Risks.”

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the Portfolio’s first full calendar year of operations. The inception date for this Portfolio is January 3, 2008. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (             Quarter)              % (              Quarter)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (              Quarter)              % (              Quarter)

 

Average Annual Total Returns
       One Year    Since
Inception

Crossings Aggressive Allocation
Portfolio — Class IA Shares

           %            %

Crossings Aggressive Allocation
Portfolio — Class IB Shares

   %    %

Aggressive Allocation Composite Index†

   %    %

S&P 500 Index†*

   %    %

Barclays Capital U.S. Aggregate Bond Index†*

   %    %

MSCI EAFE Index†

   %    %
  For more information on this index, see the following section “More Information on Risks and Benchmarks.”
*   Effective May 1, 2009, the Portfolio has changed it benchmarks to the S&P 500 Index and the Barclays Capital U.S. Aggregate Bond Index. The Manager believes that these benchmarks reflect more closely the securities and sectors in which the Portfolio invests.

 

EQ Advisors Trust   The Crossings Allocation Portfolios at a Glance   15


Fees and Expenses of the Crossings Allocation Portfolios

 

 

 

The following tables describe the fees and expenses that you would pay if you buy and hold shares of the Crossings Allocation Portfolios. The tables below do not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses. There are no fees or charges to buy or sell shares of the Crossings Allocation Portfolios, reinvest dividends or other distributions or exchange into other portfolios.

 

Annual Crossings Allocation Portfolio Operating Expenses
(expenses that are deducted from portfolio assets, as a percentage of average daily net assets)
       
    Crossings Conservative Allocation Portfolio
    Class IA   Class IB

Management fee

  0.10%   0.10%

Distribution and/or service 12b-1 fees*

  0.00%   0.10%

Other expenses+

          %           %

Acquired Fund Fees and Expenses (Underlying Portfolios/Underlying ETFs)**

          %           %

Total operating expenses

          %           %

Less waivers/expense reimbursements***

          %           %

Net operating expenses and Acquired Fund Fees and Expenses

          %           %

Net operating expenses (excluding Acquired Fund Fees and Expenses)***

  0.10%   0.20%
    Crossings Conservative-Plus Allocation Portfolio
    Class IA   Class IB

Management fee

  0.10%   0.10%

Distribution and/or service 12b-1 fees*

  0.00%   0.10%

Other expenses+

          %           %

Acquired Fund Fees and Expenses (Underlying Portfolios/Underlying ETFs)**

          %           %

Total operating expenses

          %           %

Less waivers/expense reimbursements***

          %           %

Net operating expenses and Acquired Fund Fees and Expenses

          %           %

Net operating expenses (excluding Acquired Fund Fees and Expenses)***

  0.10%   0.20%
    Crossings Moderate Allocation Portfolio
    Class IA   Class IB

Management fee

  0.10%   0.10%

Distribution and/or service 12b-1 fees*

  0.00%   0.10%

Other expenses+

          %           %

Acquired Fund Fees and Expenses (Underlying Portfolios/Underlying ETFs)**

          %           %

Total operating expenses

          %           %

Less waivers/expense reimbursements***

          %           %

Net operating expenses and Acquired Fund Fees and Expenses

          %           %

Net operating expenses (excluding Acquired Fund Fees and Expenses)***

  0.10%   0.20%
    Crossings Moderate-Plus Allocation Portfolio
    Class IA   Class IB

Management fee

  0.10%   0.10%

Distribution and/or service 12b-1 fees*

  0.00%   0.10%

Other expenses+

          %           %

Acquired Fund Fees and Expenses (Underlying Portfolios/Underlying ETFs)**

          %           %

Total operating expenses

          %           %

Less waivers/expense reimbursements***

          %           %

Net operating expenses and Acquired Fund Fees and Expenses

          %           %

Net operating expenses (excluding Acquired Fund Fees and Expenses)***

  0.10%   0.20%
    Crossings Aggressive Allocation Portfolio
    Class IA   Class IB

Management fee

  0.10%   0.10%

Distribution and/or service 12b-1 fees*

  0.00%   0.10%

Other expenses+

          %           %

Acquired Fund Fees and Expenses (Underlying Portfolios/Underlying ETFs)**

          %           %

Total operating expenses

          %           %

Less waivers/expense reimbursements***

          %           %

Net operating expenses and Acquired Fund Fees and Expenses

          %           %

Net operating expenses (excluding Acquired Fund Fees and Expenses)***

  0.10%   0.20%

 

16   Fees and Expenses of the Crossings Allocation Portfolios   EQ Advisors Trust


 

*   The maximum distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is equal to annual rate of 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and or service (12b-1) fee currently is limited to an annual rate of 0.10% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.
**   The Portfolio invests in shares of other investment companies. Therefore, the Portfolio will, in addition to its own expenses such as management fees, bear its pro rata share of the fees and expenses incurred by the underlying investment companies and the investment return of the Portfolio will be reduced by each underlying investment company’s expenses.
***   Pursuant to a contract, the Manager has agreed to waive or limit its management, administrative, and other fees to limit the expenses of the Portfolio until April 30, 2010 (“Expense Limitation Agreement”) (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) so that the Net Operating Expenses of each Crossings Allocation Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of the investment companies in which the Portfolio invests and extraordinary expenses) do not exceed 0.10% for Class IA shares and 0.20% for Class IB shares. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management Team — The Manager — Expense Limitation Agreement”.

 

Example

 

This example is intended to help you compare the direct and indirect costs of investing in each Crossings Allocation Portfolio with the cost of investing in other investment options. It does not show certain indirect costs of investing.

 

The example assumes that:

 

 

You invest $10,000 in a Crossings Allocation Portfolio for the time periods indicated;

 

 

Your investment has a 5% return each year;

 

 

The Crossings Allocation Portfolio’s operating expenses (and the expenses of the Underlying Portfolios and Underlying ETFs incurred indirectly) remain the same; and

 

 

The expense limitation currently in place is not renewed.

 

This example should not be considered a representation of past or future expenses of the Crossings Allocation Portfolios. Actual expenses may be higher or lower than those shown. The costs in this example would be the same whether or not you redeemed all of your shares at the end of these periods. This example does not reflect any Contract-related fees and expenses. If such fees and expenses were reflected, the total expenses would be substantially higher. Similarly, the annual rate of return assumed in the example is not an estimate or guarantee of future investment performance. In addition, the fees and expenses of the Underlying Portfolios and Underlying ETFs incurred indirectly by a Crossings Allocation Portfolio will vary depending on, among other things, the Crossings Allocation Portfolio’s allocation of assets among the Underlying Portfolios and Underlying ETFs. Based on these assumptions your costs would be:

 

    Crossings Conservative Allocation Portfolio   Crossings Conservative-Plus Allocation Portfolio
      Class IA   Class IB   Class IA   Class IB

1 year

 

$        

 

$        

 

$        

 

$        

3 years

 

$        

 

$        

 

$        

 

$        

5 years

  $           $           $           $        

10 years

  $           $           $           $        
                 
    Crossings Moderate Allocation Portfolio   Crossings Moderate-Plus Allocation Portfolio
      Class IA   Class IB   Class IA   Class IB

1 year

  $           $           $           $        

3 years

  $           $           $           $        

5 years

  $           $           $           $        

10 years

  $           $           $           $        
             
    Crossings Aggressive Allocation Portfolio  
      Class IA   Class IB        

1 year

  $           $            

3 years

  $           $            

5 years

  $           $            

10 years

  $           $            

 

EQ Advisors Trust   Fees and Expenses of the Crossings Allocation Portfolios   17


More About Investment Strategies & Risks

 

 

 

Each Crossings Allocation Portfolio follows a distinct set of investment strategies. To the extent a Crossings Allocation Portfolio invests in Underlying Portfolios and Underlying ETFs that invest primarily in equity securities, the performance of the Portfolio will be subject to the risks of investing in equity securities. To the extent a Crossings Allocation Portfolio invests in Underlying Portfolios and Underlying ETFs that invest primarily in fixed income securities, the performance of the Portfolio will be subject to the risks of investing in fixed income securities, which may include non-investment grade securities. To the extent a Crossings Allocation Portfolio invests in Underlying Portfolios and Underlying ETFs that invest primarily in foreign securities, the performance of the Portfolio will be subject to the risks of investing in foreign securities.

 

The Crossings Allocation Portfolios also may, from time to time, hold cash or cash equivalents (instead of being allocated to an Underlying Portfolio or Underlying ETF) as deemed appropriate by the Manager for temporary defensive purposes to respond to adverse market, economic or political conditions, or as a cash reserve. Should a Crossings Allocation Portfolio take this action, it may not achieve its investment objective. The Crossings Allocation Portfolios also may hold U.S. government securities and money market instruments directly for investment or other appropriate purposes.

 

The Underlying Portfolios and Underlying ETFs have principal investment strategies that come with inherent risks. Certain Underlying Portfolios and Underlying ETFs may emphasize different market sectors, such as foreign securities, small cap equities and high yield fixed income securities. Each Underlying Portfolio’s and Underlying ETF’s principal risks are described in more detail in the Underlying Portfolio’s and Underlying ETF’s prospectus.

 

General Risks of Underlying Portfolios and Underlying ETFs

 

Each of the Underlying Portfolios and Underlying ETFs may be subject to certain general investment risks, as discussed below.

 

Adviser Selection Risk. The risk that the process for selecting or replacing a sub-adviser (“Adviser”) for an Underlying Portfolio and the decision to select or replace an Adviser does not produce the intended result.

 

Asset Class Risk. There is the risk that the returns from the types of securities in which an Underlying Portfolio or Underlying ETF invests will underperform the general securities market or different asset classes. Different types of securities and asset classes tend to go through cycles of outperformance and underperformance in comparison to the general securities market.

 

Investment Company Securities Risk. A portfolio may invest in investment company securities as permitted by the 1940 Act. Investment company securities are securities of other open-end or closed-end investment companies, including ETFs. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but the total return on such investments at the investment company level may be reduced by the operating expenses and fees of such other investment companies, including advisory fees.

 

Issuer-Specific Risk. The value of an individual security or particular type of security can be more volatile than the market as a whole and can perform differently from the market as a whole. The portfolio could lose all of its investment in a company’s securities.

 

Leveraging Risk. When a portfolio borrows money or otherwise leverages its holdings, the value of an investment in that portfolio will be more volatile and all other risks will tend to be compounded. The Underlying Portfolios and Underlying ETFs may take on leveraging risk by investing in collateral from securities loans and by borrowing money to meet redemption requests.

 

Market Risk. The risk that the securities markets will move down, sometimes rapidly and unpredictably based on overall economic conditions and other factors.

 

Multiple Adviser Risk. Some of the Underlying Portfolios employ multiple Advisers. Each Adviser independently chooses and maintains a portfolio of securities for the Underlying Portfolio and each is responsible for investing a specific allocated portion of the Underlying Portfolio’s assets. Because each Adviser will be managing its allocated portion of the Underlying Portfolio independently from the other Adviser(s), the same security may be held in different portions of a Underlying Portfolio, or may be acquired for one portion of an Underlying Portfolio at a time when an Adviser to another portion deems it appropriate to dispose of the security from that other portion. Similarly, under some market conditions, one Adviser may believe that temporary, defensive investments in short-term instruments or cash are appropriate when the other Adviser(s) believes continued exposure to the equity or debt markets is appropriate for its allocated portion of the Underlying Portfolio. Because each Adviser directs the trading for its own portion of the Underlying Portfolio, and does not aggregate its transactions with those of the other Advisers, the Underlying Portfolio may incur higher brokerage costs than would be the case if a single Adviser were managing the entire Underlying Portfolio.

 

Opportunity Risk. The risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less profitable investments.

 

Non-Diversification Risk. When an Underlying ETF or Underlying Portfolio is classified as a “non-diversified” investment company it means that the proportion of that Underlying ETF or Underlying Portfolio’s assets that may be invested in the securities of a single issuer is not limited by the 1940 Act. Since a relatively high percentage of a non-diversified Underlying ETF’s or Underlying Portfolio’s assets may be invested in the securities of a limited number of issuers, some of which may be within the same industry, the securities of the Underlying ETF or

 

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Underlying Portfolio may be more sensitive to changes in the market value of a single issuer or industry. The use of such a focused investment strategy may increase the volatility of an Underlying ETF’s or Underlying Portfolio’s investment performance, as the Underlying ETF or Underlying Portfolio may be more susceptible to risks associated with a single economic, political or regulatory event than a diversified portfolio. If the securities in which the Underlying ETF or Underlying Portfolio invests perform poorly, the Underlying ETF or Underlying Portfolio could incur greater losses than it would have had it been invested in a greater number of securities.

 

Portfolio Management Risk. The risk that the strategies used by the Underlying Portfolios’ and Underlying ETFs’ Advisers and their securities selections fail to produce the intended results.

 

Portfolio Turnover Risk. High portfolio turnover may result in increased transaction costs to a portfolio, which may result in higher fund expenses and lower total returns.

 

Security Selection Risk: The Manager or the Adviser(s) for each Portfolio, as applicable, selects particular securities in seeking to achieve the Portfolio’s objective within its overall strategy. The securities selected for the Portfolio may not perform as well as other securities that were not selected for the Portfolio. As a result the Portfolio may underperform other funds with the same objective or in the same asset class.

 

Security Risk. The risk that the value of a security may move up and down, sometimes rapidly and unpredictably based upon a change in a company’s financial condition as well as overall market and economic conditions.

 

Securities Lending Risk. For purposes of realizing additional income, each Underlying Portfolio may lend securities to broker-dealers approved by the relevant Board of Trustees. Generally, any such loan of portfolio securities will be continuously secured by collateral at least equal to the value of the loaned security. Such collateral will be in the form of cash, marketable securities issued or guaranteed by the U.S. Government or its agencies, or a standby letter of credit issued by qualified banks. Loans will only be made to firms deemed by the Manager to be of good standing and will not be made unless, in the judgment of the Adviser, the consideration to be earned from such loans would justify the risk. Underlying ETFs may also lend portfolio securities. For specific information with respect to an Underlying ETF’s policies, please see the Underlying ETF’s prospectus and SAI. The risks in lending portfolio securities consist of possible delay in receiving additional collateral or in the recovery of the securities, possible loss of rights in the collateral should the borrower fail financially, or a decline in the value of collateral held by the Portfolio.

 

General Risks of Underlying ETFs

 

In addition to the general investment risks discussed in the section entitled “More About Investment Strategies & Risks — General Risks of Underlying Portfolios and Underlying ETFs,” an Underlying ETF may be subject to certain additional general investment risks, as discussed below.

 

ETF Management Risk. No ETF fully replicates its index and may hold securities not included in the index. Therefore, there is a risk that the investment strategy of the manager of each ETF may not produce the intended results.

 

Inactive Market Risk. Although ETFs are listed for trading on national securities exchanges and certain foreign exchanges, there can be no assurance that an active trading market for the shares of ETFs will develop or be maintained. The lack of liquidity in an ETF can result in its value being more volatile than the underlying portfolio of securities. Secondary market trading in shares of ETFs may be halted by a national securities exchange because of market conditions or for other reasons. In addition, trading in these shares is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules. There can be no assurance that the requirements necessary to maintain the list of the shares will continue to be met or will remain unchanged.

 

Market Risk. An ETFs’ share prices, and thus the share price of the Portfolio that invests therein, can fall, sometimes rapidly and unpredictably, because of weakness in the broad market, a particular industry, or specific holdings. The market as a whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, a portfolio manager’s assessment of the companies in an ETF may prove incorrect, resulting in losses or poor performance even in a rising market.

 

Net Asset Value Risk. The market price of an ETF may be different from its net asset value ( i.e., the ETF may trade at a at a discount or premium to its net asset value). The performance of a portfolio could be adversely impacted.

 

Passive Investment Risk. Most ETFs are not actively managed. Each ETF invests in the securities included in, or representative of, its underlying index regardless of their investment merit or market trends. In addition, the ETFs do not change their investment strategies to respond to changes in the economy. This means that an ETF may be particularly susceptible to a general decline in the market segment relating to the underlying index.

 

Portfolio Management Risk. The risk that a portfolio manager’s selection of the ETFs, and its allocation and reallocation of portfolio assets among the ETFs, may not produce the desired results. The manager selects particular securities in seeking to achieve the portfolio’s objective within its overall strategy. The securities selected for the portfolio may not perform as well as other securities that were not selected for the portfolio. As a

 

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result, the portfolio may underperform other funds with the same objective or in the same asset class.

 

Tracking Error Risk. Imperfect correlation between each ETF’s securities and those in the index it seeks to track, rounding of prices, changes to the indices and regulatory policies may cause an ETF’s performance to not match the performance of its index.

 

Valuation Risk. The risk that an ETF has valued certain securities at a higher price than it can sell them for.

 

Risks of Equity Investments

 

Each Crossings Allocation Portfolio may invest a portion of its assets in Underlying Portfolios and Underlying ETF’s that emphasize investments in equity securities. Therefore, as an investor in a Crossings Allocation Portfolio, the return on your investment will be based, to some extent, on the risks and rewards of equity securities. In general, the performance of the Crossings Aggressive Allocation, Crossings Moderate-Plus Allocation and Crossings Moderate Allocation Portfolios will be subject to the risks of investing in equity securities to a greater extent than that of the Crossings Conservative Allocation and Crossings Conservative-Plus Allocation Portfolios. The risks of investing in equity securities may include:

 

Convertible Securities Risk. Convertible securities may include both convertible debt and convertible preferred stock. Such securities may be converted into shares of the underlying common stock at either a stated price or stated rate. Therefore, convertible securities enable the holder to benefit from increases in the market price of the underlying common stock. Convertible securities provide higher yields than the underlying common stock, but generally offer lower yields than nonconvertible securities of similar quality. The value of convertible securities fluctuates in relation to changes in interest rates and, in addition, fluctuates in relation to the underlying common stock. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a portfolio is called for redemption, the portfolio will be required to permit the issuer to redeem the security, convert it into underlying common stock or sell it to a third party. Investments by certain of the portfolios in convertible debt securities are not subject to any ratings restrictions, although the adviser of a portfolio will consider such ratings, and any changes in such ratings, in its determination of whether a portfolio should invest and/or continue to hold the securities.

 

Derivatives Risk. An investment in derivatives may rise or fall more rapidly than other investments. These transactions are subject to changes in the value of the underlying security on which such transactions are based. Even a small investment in derivative securities can have a significant impact on a portfolio’s exposure to stock market values, interest rates or currency exchange rates. Derivatives are subject to a number of risks such as liquidity risk, interest rate risk, market risk, credit risk and portfolio management risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate well with the underlying asset, reference rate or index. The possible lack of a liquid secondary market for derivatives and the resulting inability of a portfolio to sell or otherwise close a derivatives position could expose the portfolio to losses and could make derivatives more difficult for the portfolio to value accurately. These types of transactions will be used primarily as a substitute for taking a position in the underlying asset and/or for hedging purposes. When a derivative security is used as a hedge against an offsetting position that a portfolio also holds, any loss generated by the derivative security should be substantially offset by gains on the hedged instrument, and vice versa. To the extent that a portfolio uses a derivative security for purposes other than as a hedge, that portfolio is directly exposed to the risks of that derivative security and any loss generated by the derivative security will not be offset by a gain.

 

Futures and Options Risk. To the extent a portfolio uses futures and options, it is exposed to additional volatility and potential losses.

 

Equity Risk. Stocks and other equity securities generally fluctuate in value more than bonds and may decline in value over short or over extended periods. The value of such securities will change based on changes in a company’s financial condition and in overall market and economic conditions.

 

ETFs Risk. When a portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETFs in addition to the portfolio’s direct fees and expenses. Therefore, the cost of investing in the portfolio may be higher than the cost of investing in mutual funds that invest directly in individual stocks and bonds. In addition, ETFs may change their investment objectives or policies without the approval of the portfolio. If that were to occur, the portfolio might be forced to withdraw its investment from the ETF at a time that is unfavorable to the portfolio. In addition, while the risks of owning shares of an ETF generally reflect the risks of owning the underlying securities the ETF is designed to track, lack of liquidity in an ETF can result in its value being more volatile than the underlying portfolio of securities. The market price of an ETF may be different from the net asset value of such ETF ( i.e ., an ETF may trade at a discount or premium to its net asset value). The performance of a portfolio that invests in such an ETF could be adversely impacted. ETFs are also subject to certain general risks, which are discussed in the section entitled “More About Investment Strategies & Risks—General Risks of Underlying ETFs.”

 

Focused Portfolio Risk. Portfolios that invest in the securities of a limited number of companies may incur more risk because changes in the value of a single security may have a more significant effect, either positive or negative, on the portfolio’s net asset value.

 

Index-Fund Risk. An index fund invests in the securities included in a specific index or substantially identical securities regardless of market trends. Such funds cannot modify their investment strategies to respond

 

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to changes in the economy, which means they may be particularly susceptible to a general decline in the market segment relating to the relevant index.

 

Initial Public Offering (“IPO”) Risk. A portfolio that purchases securities issued in an IPO is subject to the risk that the value of the securities may rise or fall more rapidly than other investments. Prior to an IPO, there is generally no public market for an issuer’s common stock. There can be no assurance that an active trading market will develop or be sustained following the IPO, therefore, the market price for the securities may be subject to significant fluctuations and a portfolio may be affected by such fluctuations. In addition, securities issued in an IPO are often issued by a company that may be in the early stages of development with a history of little or no revenues and such company may operate at a loss following the offering. A portfolio’s ability to obtain shares of an IPO security may be substantially limited in the event of high demand for the securities and there is no guarantee that the portfolio will receive an allocation of shares. To the extent a portfolio invests in IPOs, a significant portion of its returns may be attributable to its investments in IPOs, which have a magnified impact on portfolios with small asset bases. There is no guarantee that as those portfolios’ assets grow they will continue to experience substantially similar performance by investing in IPOs.

 

Investment Style Risk. The adviser to an Underlying Portfolio or an Underlying ETF may use a particular style or set of styles, such as “growth” or “value” styles, to select investments for the portfolio. These styles may be out of favor or may not produce the best results over short or longer time periods. They may also increase the volatility of the portfolio’s share price.

 

Growth Investing Risk. Growth investing generally focuses on companies that, due to their strong earnings and revenue potential, offer above-average prospects for capital growth, with less emphasis on dividend income. Earnings predictability and confidence in earnings forecasts are an important part of the selection process. As a result, the price of growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Advisers using this approach generally seek out companies experiencing some or all of the following: high sales growth, high unit growth, high or improving returns on assets and equity, and a strong balance sheet. Such advisers also prefer companies with a competitive advantage such as unique management, marketing or research and development. Growth investing is also subject to the risk that the stock price of one or more companies will fall or will fail to appreciate as anticipated by the advisers, regardless of movements in the securities market.

 

Value Investing Risk. Value investing attempts to identify strong companies selling at a discount from their perceived true worth. Advisers using this approach generally select stocks at prices that, in their view, are temporarily low relative to the company’s earnings, assets, cash flow and dividends. Value investing is subject to the risk that the stocks’ intrinsic value may never be fully recognized or realized by the market, or their prices may go down. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced. Value investing generally emphasizes companies that, considering their assets and earnings history, are attractively priced and may provide dividend income.

 

Large-Capitalization Risk. Larger more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

Liquidity Risk. The risk that exists when particular investments are difficult to purchase or sell. An investment in illiquid securities may reduce returns of a portfolio because it may be unable to sell the illiquid securities at an advantageous time or price. This may result in a loss or may be costly to a portfolio.

 

Real Estate Investing Risk: Investing in REITs exposes investors to the risks of owning real estate directly, as well as to risks that relate specifically to the way in which REITs are organized and operated. Real estate is a cyclical business, highly sensitive to general and local economic developments and characterized by intense competition and periodic overbuilding. Real estate income and values also may be greatly affected by demographic trends, such as population shifts or changing tastes and values. Government actions, such as tax increases, zoning law changes or environmental regulations, also may have a major impact on real estate. Changing interest rates and credit quality requirements also will affect the cash flow of real estate companies and their ability to meet capital needs. REITs generally invest directly in real estate (equity REITs), in mortgages (mortgage REITs) or in some combination of the two (hybrid REITs). Operating REITs requires specialized management skills and a Portfolio indirectly bears REIT management and administration expenses along with the direct expenses of the Portfolio. Individual REITs may own a limited number of properties and may concentrate in a particular region or property type. REITs also must satisfy specific Internal Revenue Code requirements in order to qualify for the tax-free pass through of income.

 

Small- and Mid-Capitalization Risk. There may be an increased risk for portfolios that invest in small- and mid-capitalization companies because they generally are more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources. The securities of small- and mid-capitalization companies also may trade less frequently and in smaller volume than securities of larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and a portfolio may experience difficulty in purchasing or selling such securities at the desired time and price. In general, these risks are greater for small-capitalization companies than for mid-capitalization companies.

 

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Risks of Fixed Income Investments

 

Each Crossings Allocation Portfolio may invest a portion of its assets in Underlying Portfolios and Underlying ETFs that invest primarily in debt securities. Therefore, as an investor in a Crossings Allocation Portfolio, the return on your investment will be based, to some extent, on the risks and rewards of fixed income securities or bonds.

 

Examples of bonds include, but are not limited to, corporate debt securities (including notes), asset-backed securities, securities issued by the U.S. Government and obligations issued by both government agency and private issuers. Bond issuers may be foreign corporations or governments as limited in each Underlying Portfolio’s and Underlying ETF’s investment strategies. In addition to bonds, debt securities also include money market instruments.

 

In general, the performance of the Crossings Conservative Allocation, Crossings Conservative-Plus Allocation and Crossings Moderate Allocation Portfolios will be subject to the risks of investing in fixed income securities to a greater extent than that of the Crossings Aggressive Allocation and Crossings Moderate-Plus Allocation Portfolios. The risks of investing in fixed income securities may include:

 

Credit/Default Risk. The risk that an issuer of a security or the counter-party to a contract will default or otherwise become unable to honor a financial obligation. Lower rated securities involve a substantial risk of default or downgrade and are more volatile than investment-grade securities. Lower rated bonds involve a greater risk of price declines than investment-grade securities due to actual or perceived changes to an issuer’s creditworthiness.

 

Convertible Securities Risk. Convertible securities may include both convertible debt and convertible preferred stock. Such securities may be converted into shares of the underlying common stock at either a stated price or stated rate. Therefore, convertible securities enable the holder to benefit from increases in the market price of the underlying common stock. Convertible securities provide higher yields than the underlying common stock, but generally offer lower yields than nonconvertible securities of similar quality. The value of convertible securities fluctuates in relation to changes in interest rates and, in addition, fluctuates in relation to the underlying common stock. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a portfolio is called for redemption, the portfolio will be required to permit the issuer to redeem the security, convert it into underlying common stock or sell it to a third party. Investments by certain of the portfolios in convertible debt securities are not subject to any ratings restrictions, although the adviser of a portfolio will consider such ratings, and any changes in such ratings, in its determination of whether a portfolio should invest and/or continue to hold the securities.

 

Derivatives Risk. An investment in derivatives may rise or fall more rapidly than other investments. These transactions are subject to changes in the value of the underlying security on which such transactions are based. Even a small investment in derivative securities can have a significant impact on a portfolio’s exposure to stock market values, interest rates or currency exchange rates. Derivatives are subject to a number of risks such as liquidity risk, interest rate risk, market risk, credit risk and portfolio management risk. The possible lack of a liquid secondary market for derivatives and the resulting inability of a portfolio to sell or otherwise close a derivatives position could expose the portfolio to losses and could make derivatives more difficult for the portfolio to value accurately. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate well with the underlying asset, reference rate or index. These types of transactions will be used primarily as a substitute for taking a position in the underlying asset and/or for hedging purposes. When a derivative security is used as a hedge against an offsetting position that a portfolio also holds, any loss generated by the derivative security should be substantially offset by gains on the hedged instrument, and vice versa. To the extent that a portfolio uses a derivative security for purposes other than as a hedge, that portfolio is directly exposed to the risks of that derivative security and any loss generated by the derivative security will not be offset by a gain.

 

Index-Fund Risk. An index fund invests in the securities included in a specific index or substantially identical securities regardless of market trends. Such funds cannot modify their investment strategies to respond to changes in the economy, which means they may be particularly susceptible to a general decline in the market segment relating to the relevant index.

 

Interest Rate Risk. The risk of market losses attributable to changes in interest rates. In general, the prices of fixed-income securities rise when interest rates fall, and fall when interest rates rise. The longer the term of a bond or fixed income instrument, the more sensitive it will be to fluctuations in value from interest rate changes. Changes in interest rates may have a significant effect on funds holding a significant portion of their assets in fixed income securities with long term maturities.

 

Investment Grade Securities Risk. Debt securities are rated by national bond rating agencies. Securities rated BBB and higher by Standard & Poor’s Ratings Group (“S&P”) and Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”) are considered investment grade securities, but securities rated BBB or Baa are somewhat riskier than higher rated obligations because they are regarded as having only an adequate capacity to pay principal and interest, and are considered to lack outstanding investment characteristics.

 

Liquidity Risk. The risk that exists when particular investments are difficult to purchase or sell. An investment in illiquid securities may reduce returns of a portfolio because it may be unable to sell the illiquid securities at an advantageous time or price. This may result in a loss or may be costly to a portfolio.

 

Loan Participation Risk. A portfolio’s investments in loan participations and assignments are subject to the risk that the financial

 

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institution acting as agent for all interests in a loan might fail financially. It is also possible that the portfolio could be held liable as a co-lender.

 

Lower-Rated Securities Risk (also referred to as Junk Bond/Below Investment Grade Securities Risk). Lower rated bonds are especially subject to the risk that the issuer may not be able to pay interest and ultimately to repay principal upon maturity. Bonds rated below investment grade ( i.e., BB or lower by S&P or Ba or lower by Moody’s) are speculative in nature, involve greater risk of default by the issuing entity and may be subject to greater market fluctuations than higher rated fixed income securities. They are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength and tend to be more greatly affected by economic downturn than issuers of higher grade securities. The retail secondary market for these “junk bonds” may be less liquid than that of higher rated securities and adverse conditions could make it difficult at times to sell certain securities or could result in lower prices than those used in calculating a portfolio’s net asset value. A portfolio investing in “junk bonds” may also be subject to greater credit risk because it may invest in debt securities issued in connection with corporate restructuring by highly leveraged issuers or in debt securities not current in the payment of interest or principal or in default. Lower-rated securities may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, a portfolio would have to replace the security with a lower yielding security, resulting in a decreased return. Conversely, a lower rated security’s value will decrease in a rising interest rate market, as will the value of a portfolio’s assets. If a portfolio experiences unexpected net redemptions, this may force it to sell its lower-rated securities, without regard to their investment merits, thereby decreasing the asset base upon which the portfolio expenses can be spread and possibly reducing the portfolio’s rate of return.

 

Mortgage-Backed and Asset-Backed Securities Risk. The risk that the principal on mortgage- or asset-backed securities may be prepaid at any time, which will reduce the yield and market value. If interest rates fall, the rate of prepayments tends to increase as borrowers are motivated to pay off debt and refinance at new lower rates. Rising interest rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, an Underlying Portfolio or an Underlying ETF that holds mortgage-related securities may exhibit additional volatility. This is known as extension risk. In addition, the risk of default by borrowers is greater during periods of rising interest rates and/or unemployment rates. The early retirement of particular classes or series of a collateralized mortgage obligation held by a portfolio would have the same effect as the prepayment of mortgages underlying other mortgage-backed securities.

 

If an Underlying Portfolio or Underlying ETF purchases mortgage-backed or asset-backed securities that are “subordinated” to other interests in the same mortgage pool, the Underlying Portfolio or Underlying ETF as a holder of those securities may only receive payments after the pool’s obligations to other investors have been satisfied. For example, an unexpectedly high rate of defaults on the mortgages held by a mortgage pool may limit substantially the pool’s ability to make payments of principal or interest to the Underlying Portfolio or Underlying ETF as a holder of such subordinated securities, reducing the values of those securities or in some cases rendering them worthless. Certain mortgage-backed securities may include securities backed by pools of mortgage loans made to “subprime” borrowers or borrowers with blemished credit histories; the risk of defaults is generally higher in the case of mortgage pools that include such subprime mortgages. The underwriting standards for subprime loans are more flexible than the standards generally used by banks for borrowers with non-blemished credit histories with regard to the borrowers credit standing and repayment ability. Borrowers who qualify generally have impaired credit histories, which may include a record of major derogatory credit items such as outstanding judgments or prior bankruptcies. In addition, they may not have the documentation required to qualify for a standard mortgage loan. As a result, the mortgage loans in the mortgage pool are likely to experience rates of delinquency, foreclosure, and bankruptcy that are higher, and that may be substantially higher, than those experienced by mortgage loans underwritten in a more traditional manner. In addition, changes in the values of the mortgaged properties, as well as changes in interest rates, may have a greater effect on the delinquency, foreclosure, bankruptcy, and loss experience of the mortgage loans in the mortgage pool than on mortgage loans originated in a more traditional manner. Moreover, instability in the markets for mortgage-backed and asset-backed securities may affect the liquidity of such securities, which means that an Underlying Portfolio or Underlying ETF may be unable to sell such securities at an advantageous time and price. As a result, the value of such securities may decrease and an Underlying Portfolio or Underlying ETF may incur greater losses on the sale of such securities than under more stable market conditions. Furthermore, instability and illiquidity in the market for lower-rated mortgage-backed and asset-backed securities may affect the overall market for such securities, thereby impacting the liquidity and value of higher-rated securities.

 

Risks of Foreign Securities Investments

 

Each Crossings Allocation Portfolio may invest a varying portion of its assets in Underlying Portfolios and Underlying ETFs that invest primarily in foreign securities. Therefore, as an investor in a Crossings Allocation Portfolio, the return on your investment will be based, to some extent, on the risk and rewards of foreign securities.

 

The following is a more detailed description of the primary risks of investing in foreign securities:

 

Currency Risk. The risk that fluctuations in the exchange rates between the U.S. dollar and foreign currencies may negatively affect an investment. A change in the value of any such currency against the

 

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U.S. dollar will result in a change in the U.S. dollar value of a portfolio’s assets and income.

 

Depositary Receipts Risk . American Depositary Receipts are receipts typically issued by an American bank or trust company that evidence underlying securities issued by a foreign corporation. European Depositary Receipts (issued in Europe) and Global Depositary Receipts (issued through the world) each evidence a similar ownership arrangement. An Underlying Portfolio or Underlying ETF may invest in unsponsored depositary receipts. The issuers of unsponsored depositary receipts are not obligated to disclose information that is, in the United States, considered material. Therefore there may be less information available regarding these issuers and there may not be a correlation between such information and the market value of the depositary receipts. Depositary receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted.

 

Emerging Markets Risk. There are greater risks involved in investing in emerging market countries and/or their securities markets. Generally, economic structures in these countries are less diverse and mature than those in developed countries, and their political systems are less stable. Investments in emerging market countries may be affected by national policies that restrict foreign investment in certain issuers or industries. The small size of their securities markets and low trading volumes can make investments illiquid and more volatile than investments in developed countries and such securities may be subject to abrupt and severe price declines. As a result, an Underlying Portfolio or Underlying ETF investing in emerging market countries may be required to establish special custody or other arrangements before investing.

 

Foreign Investing Risk. The value of a portfolio’s investment in foreign securities may fall due to adverse political, social and economic developments abroad and decreases in foreign currency values relative to the U.S. dollar. Foreign markets also may be less liquid and more volatile than U.S. markets. These risks are greater generally for investments in emerging market issuers than for issuers in more developed countries.

 

Geographic Risk. The economies and financial markets of certain regions, such as Latin America and Asia, can be highly interdependent and may decline all at the same time. In addition certain markets are prone to natural disasters, such as earthquakes, volcanoes, droughts or tsunamis and are economically sensitive to such environmental events.

 

Political/Economic Risk. Changes in economic and tax policies, government instability, war or other political or economic actions or factors may have an adverse effect on an Underlying Portfolio’s or Underlying ETF’s foreign investments.

 

Regulatory Risk. Less information may be available about foreign companies. In general, foreign companies are not subject to uniform, accounting, auditing and financial reporting standards or to other regulatory practices and requirements as are U.S. companies.

 

Settlement Risk. Settlement and clearance procedures in certain foreign markets differ significantly form those in the United States. Foreign settlement and clearance procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically associated with the settlement of U.S. investments. At times, settlements in certain foreign countries have not kept pace with the number of securities transactions. These problems may make it difficult for a Portfolio to carry out transactions. If a Portfolio cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If a Portfolio cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Portfolio could be liable for any losses incurred.

 

Transaction Costs Risk. The costs of buying and selling foreign securities, including tax, brokerage and custody costs, generally are higher than those involving domestic transactions.

 

Liquidity Risk. The risk that exists when particular investments are difficult to purchase or sell. An investment in illiquid securities may reduce returns of a portfolio because it may be unable to sell the illiquid securities at an advantageous time or price. This may result in a loss or may be costly to a portfolio.

 

Benchmarks

 

The performance of each of the Crossings Allocation Portfolios as shown in the section “The Crossings Allocation Portfolios at a Glance” is compared to that of a broadbased securities market index, an index of funds with similar investment objectives and/or a blended index. Each of the Portfolios’ annualized rates of return are net of: (i) its investment management fees; and (ii) its other expenses. These rates are not the same as the actual return you would receive under your Contract.

 

Broad-based securities indices are unmanaged and are not subject to fees and expenses typically associated with managed investment company portfolios. Broad-based securities indices are also not subject to contract and insurance-related expenses and charges. Investments cannot be made directly in a broad-based securities index. Comparisons with these benchmarks, therefore, are of limited use. They are included because they are widely known and may help you to understand the universe of securities from which each Portfolio is likely to select its holdings.

 

Barclays Capital U.S. Aggregate Bond Index covers the U.S. investment-grade, fixed-rate, taxable bond market, including government and credit securities, agency mortgage pass-through securities, asset-backed securities, and commercial mortgage-based securities. To qualify for inclusion in this Index, a bond must have at least one year remaining to final maturity, rated Baa3 or better by Moody’s, have a fixed coupon rate, and be U.S. dollar denominated.

 

24   More About Investment Strategies & Risks   EQ Advisors Trust


 

MSCI EAFE ® Index (Europe, Australasia, Far East) contains a market capitalization weighted sampling of securities deemed by Morgan Stanley Capital International (“MSCI”) to be representative of the market structure of the developed equity markets in Europe, Australasia and the Far East. To construct the MSCI EAFE Index, MSCI targets at least 60% coverage of the market capitalization of each industry within each country in the MSCI EAFE. Companies with less than 40% of their market capitalization publicly traded are float-adjusted to include only a fraction of their market capitalization in the broader MSCI EAFE Index. The MSCI EAFE Index returns assume dividends are reinvested net of withholding taxes and do not reflect any fees or expenses.

 

Standard & Poor’s 500 Composite Stock Index (referred to herein as “S&P 500 Index”) is an unmanaged weighted index of common stocks of 500 of the largest U.S. industrial, transportation, utility and financial companies, deemed by Standard & Poor’s to be representative of the larger capitalization portion of the United States stock market. The Index is capitalization weighted, thereby giving greater weight to companies with the largest market capitalizations.

 

EQ Advisors Trust   More About Investment Strategies & Risks   25


Information Regarding the Underlying Portfolios and Underlying ETFs

 

The following is additional information regarding the Underlying Portfolios and Underlying ETFs. If you would like more information about the Underlying Portfolios, and Underlying ETFs their Prospectuses and Statements of Additional Information are available by contacting your financial professional, or the portfolios at:

 

AXA Premier VIP Trust

EQ Advisors Trust

1290 Avenue of the Americas

New York, NY 10104

Telephone: 1-877-222-2144

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

INVESTMENT GRADE BOND
EQ/Bond Index Portfolio   Seeks a total return before expenses that approximates the total return performance of the Lehman Brothers Aggregate Bond Index (“Bond Index”), including reinvestment of coupon payments, at a risk level consistent with that of the Bond Index.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in debt securities that are included in the Barclays Capital U.S. Aggregate Bond Index. The Portfolio generally invests in a well-diversified portfolio that is representative of the domestic investment grade bond market.  

•   Credit Risk

•   Derivatives Risk

•   Fixed Income Risk

•   Index Fund Risk

•   Interest Rate Risk

•   Investment Grade Securities Risk

•   Liquidity Risk

•   Mortgage-Backed and Asset-Backed Securities Risk

EQ/Global Bond PLUS Portfolio   Seeks to achieve capital growth and current income.   The Portfolio normally invests at least 80% of its net assets, plus borrowings for investment purposes, in debt securities, including obligations of foreign government or corporate entities or supranational agencies (such as the World Bank) denominated in various currencies.  

•   Asset-Backed Securities Risk

•   Credit Risk

•   Currency Risk

•   Emerging Markets Risk

•   Fixed Income Risk

•   Foreign Securities Risk

•   Index Fund Risk

•   Interest Rate Risk

•   Investment Grade Securities Risk

•   Junk Bonds or Lower Rated Securities Risk

•   Liquidity Risk

•   Mortgage-Backed Securities Risk

•   Multiple Adviser Risk

EQ/PIMCO UltraShort Bond   Seeks to generate return in excess of traditional money market products while maintaining an emphasis on preservation of capital and liquidity.   The Portfolio invests at least 80% of its net assets in a diversified portfolio of investment grade fixed income securities of varying maturities issued by U.S. and non-U.S. governments, their agencies or instrumentalities and corporations. The average Portfolio duration is expected to be less than one year.  

•   Asset-Backed Securities Risk

•   Credit Risk

•   Currency Risk

•   Derivatives Risk

•   Emerging Markets Risk

•   Equity Risk

•   Fixed Income Risk

•   Foreign Securities Risk

•   Futures and Options Risk

•   Interest Rate Risk

•   Investment Grade Securities Risk

•   Junk Bonds or Lower Rated Securities Risk

•   Leveraging Risk

•   Liquidity Risk

•   Loan Participation Risk

•   Mortgage-Backed Securities Risk

•   Portfolio Turnover Risk

 

26   Information Regarding the Underlying Portfolios and Underlying ETFs   EQ Advisors Trust


Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

EQ/Quality Bond PLUS Portfolio   Seeks to achieve high current income consistent with moderate risk to capital.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in debt securities. The Portfolio invests primarily in securities that are rated investment grade at the time of purchase, or unrated, fixed income securities that the Adviser determines to be of comparable quality.  

•   Credit Risk

•   Convertible Securities Risk

•   Currency Risk

•   Derivatives Risk

•   Fixed Income Risk

•   Foreign Securities and
Emerging Markets Risk

•   ETF Risk

•   Index-Fund Risk

•   Interest Rate Risk

•   Investment Grade Securities Risk

•   Liquidity Risk

•   Mortgage-Backed and Asset-Backed Securities Risk

•   Multiple Adviser Risk

•   Zero Coupon and Pay-in-Kind Securities Risk

•   Portfolio Turnover Risk

LARGE CAP EQUITIES
EQ/Equity 500 Index Portfolio   Seeks a total return before expenses that approximates the total return performance of the S&P 500 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P 500 Index.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities in the S&P 500 Index. The Portfolio seeks to hold all 500 securities in the S&P 500 Index in the exact weight each represents in that index.  

•   Derivatives Risk

•   Equity Risk

•   Index-Fund Risk

•   Large-Cap Company Risk

EQ/Large Cap Core PLUS Portfolio   Seeks to achieve long-term growth of capital with a secondary objective to seek reasonable current income.   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in securities of large-cap companies (or other financial instruments that derive their value from the securities of such companies). For purposes of this Portfolio, the words “reasonable current income” mean moderate income. Under normal circumstances, the Portfolio allocates its assets in the following manner: (1) approximately 30% of its assets are actively managed by an Adviser; (2) approximately 60% of its assets track the performance of the S&P 500 Index; and (3) approximately 10% of its assets invest in ETFs. Each such allocation may deviate by up to 15% of the Portfolio’s net assets.  

•   Convertible Securities Risk

•   Currency Risk

•   ETF Risk

•   Emerging Market Risk

•   Equity Risk

•   Focused Portfolio Risk

•   Foreign Securities Risk

•   Growth Investing Risk

•   Index-Fund Risk

•   Large-Cap Company Risk

•   Multiple Adviser Risk

•   Portfolio Turnover Risk

•   Value Investing Risk

 

EQ Advisors Trust   Information Regarding the Underlying Portfolios and Underlying ETFs   27


Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

EQ/Large Cap Growth Index Portfolio  

Seeks to achieve a total return before expenses that approximates the total return performance of the Russell 1000 Growth Index, including reinvestment of dividends at a risk level consistent with the Russell 1000 Growth Index.

  Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities in the Russell 1000 Growth Index at the time of initial investment. The Portfolio seeks to hold all securities in the Index in the exact weight each represents in the Index.  

•   Derivatives Risk

•   Equity Risk

•   Growth Investing Risk

•   Index-Fund Risk

•   Large-Cap Company Risk

EQ/Large Cap Growth PLUS Portfolio   Seeks to provide long-term capital growth.   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in securities of large-cap companies (or other financial instruments that derive their value from the securities of such companies). Under normal circumstances, the Portfolio allocates its assets in the following manner: (1) approximately 30% of its assets are actively managed by an Adviser; (2) approximately 60% of its assets track the performance of the Russell 1000 Growth Index; and (3) approximately 10% of its assets invest in ETFs. Each such allocation may deviate by up to 15% of the Portfolio’s net assets.  

•   Convertible Securities Risk

•   Currency Risk

•   Emerging Markets Risk

•   Equity Risk

•   ETF Risk

•   Focused Portfolio Risk

•   Foreign Securities Risk

•   Growth Investing Risk

•   Index-Fund Risk

•   Large-Cap Company Risk

•   Multiple Adviser Risk

•   Portfolio Turnover Risk

EQ/Large Cap Value Index Portfolio   Seeks to achieve a total return before expenses that approximates the total return performance of the Russell 1000 Value Index, including reinvestment of dividends at a risk level consistent with the Russell 1000 Value Index.   The Portfolio normally invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities in the Russell 1000 Value Index. The Portfolio will be constructed and maintained by utilizing a replication construction technique. That is, holding each company in proportion to its market capitalization weight in the Russell 1000 Value Index, although in certain circumstances, a sampling approach may be utilized.  

•   Derivatives Risk

•   Equity Risk

•   Index-Fund Risk

•   Large-Cap Company Risk

•   Value Investing Risk

 

28   Information Regarding the Underlying Portfolios and Underlying ETFs   EQ Advisors Trust


Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

EQ/Large Cap Value PLUS Portfolio   Seeks to achieve capital appreciation.   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in securities of large-cap companies (or other financial instruments that derive their value from the securities of such companies). Under normal circumstances, the Portfolio allocates its assets in the following manner: (1) approximately 30% of its assets are actively managed by an Adviser; approximately 60% of its assets track the performance of the Russell 1000 Value Index; and (3) approximately 10% of its assets invest in ETFs. Each such allocation may deviate by up to 15% of the Portfolio’s net assets.  

•   Convertible Securities Risk

•   Currency Risk

•   Equity Risk

•   Emerging Markets Risk

•   ETF Risk

•   Focused Portfolio Risk

•   Foreign Securities Risk

•   Index Fund Risk

•   Large-Cap Company Risk

•   Multiple Adviser Risk

•   Portfolio Turnover Risk

•   Value Investing Risk

HIGH YIELD BOND
Multimanager High Yield Portfolio   High total return through a combination of current income and capital appreciation.   Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in a diversified mix of bonds that are rated below investment grade (so called “junk bonds”). Junk bonds generally are rated Ba or lower by Moody’s or BB or lower by S&P or, if unrated, determined to be of comparable quality by an Adviser. The Portfolio will attempt to maximize current income by taking advantage of market developments, yield disparities and variations in the creditworthiness of issuers.  

•   Credit/Default Risk

•   Currency Risk

•   Derivatives Risk

•   Foreign Investing and Emerging Markets Risk

•   Interest Rate Risk

•   Issuer-Specific Risk

•   Liquidity Risk

•   Lower-Rated Securities Risk

•   Loan Participation Risk

•   Mortgage-Backed and Asset-Backed Securities Risk

•   Portfolio Management Risk

•   Adviser Selection Risk

SMALL/MID CAP EQUITIES
EQ/Small Company Index Portfolio   Seeks to replicate as closely as possible (before the deduction of portfolio expenses) the total return of the Russell 2000 Index (“Russell 2000”).   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of small-cap companies included in the Russell 2000. The Portfolio invests in a statistically selected sample of the securities found in the Russell 2000. The securities held by the Portfolio are weighted to make the Portfolio’s total investment characteristics similar to those of the Russell 2000 as a whole.  

•   Convertible Securities Risk

•   Derivatives Risk

•   Equity Risk

•   Index-Fund Risk

•   Liquidity Risk

•   Small-Cap Company Risk

 

EQ Advisors Trust   Information Regarding the Underlying Portfolios and Underlying ETFs   29


Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

EQ/Mid Cap Value PLUS Portfolio   Seeks long-term capital appreciation   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in securities of companies with medium market capitalizations (or other financial instruments that derive their value from the securities of such companies). Under normal circumstances, the Portfolio allocates its assets in the following manner: (1) approximately 30% of its assets are actively managed by an Adviser; (2) approximately 60% of its assets track the performance of the Russell Mid Cap Value Index; and (3) approximately 10% of its assets invest in ETFs. Each such allocation may deviate by up to 15% of the Portfolio’s net assets.  

•  Currency Risk

•  Derivatives Risk

•  ETF Risk

•  Emerging Markets Risk

•  Equity Risk

•  Foreign Securities risk

•  Futures and Options Risk

•  Index-Fund Risk

•  Mid-Cap Company Risk

•  Multiple Adviser Risk

•  Real Estate Investing Risk

•  Value Investing Risk

INTERNATIONAL EQUITIES
EQ/International ETF Portfolio   Seeks long-term capital appreciation   Under normal market conditions, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes in exchange traded securities of other investment companies (“ETFs”). The Portfolio invests primarily in ETFs that, in turn, invest substantially all of their assets in equity securities of foreign companies. The Portfolio may invest in ETFs that invest in securities of companies of any size located in developed and emerging markets throughout the world.  

•  Asset Class Risk

•  Currency Risk

•  Depositary Receipts Risk

•  Derivatives Risk

•  Emerging Markets Risk

•  Equity Risk

•  ETFs Risk

•  Focused Portfolio Risk

•  Foreign Securities Risk

•  Investment Company Securities Risk

•  Investment Style Risk

•  Large-Cap Company Risk

•  Leveraging Risk

•  Liquidity Risk

•  Market Risk

•  Opportunity Risk

•  Portfolio Management Risk

•  Security Risk

•  Small- and Mid-Cap Company Risk

EQ/Global Multi-Sector Equity Portfolio   Seeks long-term capital appreciation.   Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of foreign companies, including emerging market equity securities.  

•  Convertible Securities Risk

•  Credit Risk

•  Currency Risk

•  Depositary Receipts Risk

•  Derivatives Risk

•  Equity Risk

•  Fixed Income Risk

•  Foreign Securities and Emerging Markets Risk

•  Growth Investing Risk

•  Index Fund Risk

•  Interest Rate Risk

•  Junk Bond and Lower Rated Securities Risk

•  Liquidity Risk

•  Multiple Adviser Risk

•  Portfolio Turnover Risk

 

30   Information Regarding the Underlying Portfolios and Underlying ETFs   EQ Advisors Trust


Information Regarding the Underlying Portfolios and Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

iShares ® MSCI Emerging Markets Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Emerging Markets Index.   The Fund generally will invest at least 90% of its assets in securities of the MSCI Emerging Markets Index or in depositary receipts representing such securities. The fund uses a representative sampling strategy to try to track the index.  

•   Currency Risk

•   Depositary Receipts Risk

•   Derivatives Risk

•   Emerging Markets Risk

•   Exchange Traded Funds Risk

•   Focused Portfolio Risk

•   Foreign Securities Risk

•   Non-Diversification Risk

EQ/International Core PLUS Portfolio   Seeks to achieve long-term growth of capital   The Portfolio invests primarily in foreign equity securities. Under normal circumstances, the Portfolio allocates its assets in the following manner: (1) approximately 30% of its assets are actively managed by an Adviser; (2) approximately 60% of its assets track the performance of the MSCI EAFE Index; and (3) approximately 10% of its assets invest in ETFs. Each such allocation may deviate by up to 15% of the Portfolio’s net assets.  

•   Convertible Securities Risk

•   Currency Risk

•   Emerging Markets Risk

•   Equity Risk

•   ETF Risk

•   Foreign Securities Risk

•   Growth Investing Risk

•   Large-Cap Company Risk

•   Index Fund Risk

•   Multiple Adviser Risk

•   Small- and Mid-Cap Company Risk

 

EQ Advisors Trust   Information Regarding the Underlying Portfolios and Underlying ETFs   31


Management Team

The Manager

 

 

 

The Manager

 

AXA Equitable, through its AXA Funds Management Group unit (“AXA FMG”), 1290 Avenue of the Americas, New York, New York 10104, manages each Crossings Allocation Portfolio. AXA Equitable is an indirect wholly owned subsidiary of AXA Financial, Inc., a subsidiary of AXA, a French insurance holding company.

 

As manager, AXA Equitable is responsible for the general management and administration of the Trust and the Crossings Allocation Portfolios. In addition to its general managerial responsibilities, AXA Equitable also is responsible for determining the asset allocation range for each Crossings Allocation Portfolio and ensuring that the allocations are consistent with the guidelines that have been approved by the Board. Within the asset allocation range for each Crossings Allocation Portfolio, AXA Equitable will periodically establish specific percentage targets for each asset class and asset category and identify the specific Underlying Portfolios and Underlying ETFs to be held by a Crossings Allocation Portfolio. Percentage targets are established and Underlying Portfolios and Underlying ETFs are identified using AXA Equitable’s proprietary investment process, based on fundamental research regarding the investment characteristics of the asset classes, asset categories, Underlying Portfolios and Underlying ETFs, as well as its outlook for the economy and financial markets. AXA Equitable also will rebalance each Crossings Allocation Portfolio’s holdings as deemed necessary to bring the asset allocation of a Crossings Allocation Portfolio back into alignment with its asset allocation range.

 

A committee of AXA FMG investment personnel manages each Crossings Allocation Portfolio, which include the following:

 

Members of AXA FMG Committee   Business Experience

Kenneth T. Kozlowski, CFP ® , ChFC, CLU

  Mr. Kozlowski has served as Vice President of AXA Equitable from February 2001 to present. From October 1999 to February 2001, he served as Assistant Vice President, AXA Equitable. Mr. Kozlowski has primary responsibility for the asset allocation, fund selection and rebalancing of AXA Equitable’s funds of funds. Mr. Kozlowski has had day-to-day portfolio management responsibilities for AXA Equitable’s funds of funds since 2003.
Xavier Poutas, CFA   Mr. Poutas joined AXA FMG in October 2004 as a Fund Administrator and was involved in the implementation of the asset allocation strategy for AXA Equitable’s funds of funds. Mr. Poutas assists in portfolio analysis and portfolio performance evaluation with respect to the Crossings Allocation Portfolios.

 

Mr. Kozlowski serves as the lead manager of the committee with primary responsibility for day-to-day management of the Crossings Allocation Portfolios. Mr. Poutas assists the lead portfolio manager with day-to-day management of the Crossings Allocation Portfolios, but does not have primary responsibility for managing the Portfolios. Information about the lead manager’s compensation, other accounts he manages and his ownership of securities in the Crossings Allocation Portfolios is available in the Portfolios’ Statement of Additional Information.

 

A discussion of the basis of the decision by the Board to approve the investment management agreement with AXA Equitable is available in the Trust’s Annual Report to shareholders for the fiscal year ended December 31, 2008.

 

Management Fees

 

Each Crossings Allocation Portfolio pays a fee to AXA Equitable for management services equal to an annual rate of 0.10% of the average daily net assets of the Portfolio. AXA Equitable also provides administrative services to the Trust including, among others, coordination of the Trust’s audit, financial statements and tax returns; expense management and budgeting; legal administrative services and compliance monitoring; portfolio accounting services, including daily net asset value accounting; operational risk management; and oversight of the Trust’s proxy voting policies and procedures and anti-money laundering program. For these administrative services, in addition to the management fee, each Crossings Allocation Portfolio pays AXA Equitable a fee at an annual rate of $35,000 plus 0.15% of the Crossings Allocation Portfolio’s total average daily net assets. As noted in the prospectus for each Underlying Portfolio, AXA Equitable and, in certain cases, its affiliates serve as investment manager, investment adviser and/or administrator for the Underlying Portfolios and earn fees for providing services in these capacities, which are in addition to the fees directly associated with a Crossings Allocation Portfolio. In this connection, the Manager’s selection of Underlying Portfolios may have a positive or negative effect on its revenues and/or profits.

 

Expense Limitation Agreement

 

In the interest of limiting until April 30, 2010 (unless the board of trustees consents to an earlier revision or termination of this arrangement) the expenses of each Crossings Allocation Portfolio, the Manager has entered into an expense limitation agreement with the Trust with respect to the

 

32   Management Team   EQ Advisors Trust


 

Crossings Allocation Portfolios (“Expense Limitation Agreement”). Pursuant to that Expense Limitation Agreement, the Manager has agreed to waive or limit its management, administrative and other fees and to assume other expenses so that the total annual operating expenses of each Portfolio (other than interest, taxes, brokerage commissions, expenses of Underlying Portfolios and Underlying ETFs, other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of each Portfolio’s business), are limited to 0.10% for Class IA shares and 0.20% for Class IB shares.

 

AXA Equitable may be reimbursed the amount of any such payments or waivers in the future provided that the payments or waivers are reimbursed within three years of the payments or waivers being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. If the actual expense ratio is less than the expense cap and AXA Equitable has recouped any eligible previous payments or waivers made, the Portfolio will be charged such lower expenses.

 

EQ Advisors Trust   Management Team   33


Portfolio Services

 

 

 

Buying and Selling Shares

 

Each Crossings Allocation Portfolio offers Class IA and Class IB shares. All shares are purchased and sold at their net asset value without any sales load. The Crossings Allocation Portfolios are not designed for market-timers, see the section entitled “Purchase Restrictions on Market-Timers and Active Traders.”

 

The price at which a purchase or sale is effected is based on the next calculation of net asset value after an order is received and accepted by a Portfolio or its designated agent. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender.

 

Restrictions on Buying and Selling Shares

 

Purchase Restrictions

 

The Crossings Allocation Portfolios reserve the right to suspend or change the terms of purchasing or selling shares.

 

Purchase Restrictions on Market-Timers and Active Traders

 

Frequent transfers or purchases and redemptions of Portfolio shares, including market timing and other program trading or short-term trading strategies, may be disruptive to the Portfolios. Excessive purchases and redemptions of shares of a Portfolio may adversely affect Portfolio performance and the interests of long-term investors by requiring it to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, a Portfolio may have to sell its holdings to have the cash necessary to redeem the market timer’s shares. This can happen when it is not advantageous to sell any securities, so the Portfolio’s performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because a Portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of Portfolio shares may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to effect more frequent purchases and sales of portfolio securities. Similarly, a Portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. To the extent a Portfolio invests in Underlying Portfolios and Underlying ETFs that invest a significant portion of their assets in foreign securities ( e.g ., EQ/International Core PLUS Portfolio, EQ/Global Multi-Sector Equity Portfolio), the securities of small- and mid-capitalization companies ( e.g. , EQ/Mid Cap Value PLUS Portfolio, EQ/Small Company Index Portfolio) or high-yield securities ( e.g. , Multimanager High Yield Portfolio), it will tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than a Portfolio that does not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. market. Securities of small- and mid-capitalization companies and high-yield securities present arbitrage opportunities because the market for such securities may be less liquid than the market for the securities of larger companies and higher quality bonds, which could result in pricing inefficiencies.

 

The Trust’s Board of Trustees has adopted policies and procedures regarding disruptive transfer activity. The Trust and the Portfolios discourage frequent purchases and redemptions of Portfolio shares by Contractholders and will not make special arrangements to accommodate such transactions in Portfolio shares. As a general matter, each Portfolio and the Trust reserve the right to reject a transfer that they believe, in their sole discretion, is disruptive (or potentially disruptive) to the management of the Portfolio.

 

The Trust’s polices and procedures seek to discourage what it considers to be disruptive trading activity. The Trust seeks to apply its policies and procedures to all Contractholders, including any omnibus accounts, uniformly. It should be recognized, however, that such policies and procedures are subject to limitations:

 

 

They do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that Portfolio performance will be affected by such activity.

 

 

The design of such policies and procedures involves inherently subjective judgments, which AXA Equitable, on behalf of the Trust, seeks to make in a fair and reasonable manner consistent with the interests of all Contractholders.

 

 

The limits on AXA Equitable’s ability to monitor certain potentially disruptive transfer activity means that some Contractholders may be treated differently than others, resulting in the risk that some Contractholders may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity.

 

If AXA Equitable, on behalf of the Trust, determines that a Contractholder’s transfer patterns among the Trust’s portfolios are disruptive to the Trust’s portfolios, it may, among other things, restrict the availability of personal telephone requests, facsimile transmissions, automated telephone services,

 

34   Portfolio Services   EQ Advisors Trust


 

internet services or any electronic transfer services. AXA Equitable may also refuse to act on transfer instructions on an agent acting under a power of attorney who is acting on behalf of more than one owner. In making these determinations, AXA Equitable may consider the combined transfer activity of Contracts that it believes are under common ownership, control or direction.

 

The Trust currently considers transfers into and out of (or vice versa) the same Portfolio within a five-business day period as potentially disruptive transfer activity. In order to reduce disruptive activity, it monitors the frequency of transfers, including the size of transfers in relation to Portfolio assets, in each Portfolio. The Trust aggregates inflows and outflows for each Portfolio on a daily basis. When a potentially disruptive transfer into or out of a Portfolio occurs on a day when the Portfolio’s net inflows and outflows exceed an established monitoring threshold, AXA Equitable sends a letter to the Contractholder explaining that there is a policy against disruptive transfer activity and that if such activity continues, AXA Equitable may take the actions described above to restrict the availability of voice, fax and automated transaction services. If such Contractholder is identified a second time as engaging in potentially disruptive transfer activity, AXA Equitable currently restricts the availability of voice, fax and automated transaction services. AXA Equitable currently applies such action for the remaining life of each affected Contract. Because AXA Equitable exercises discretion in determining whether or not to take the actions discussed above, some Contractholders may be treated differently than others, resulting in the risk that some Contractholders may be able to engage in frequent transfer activity while others will bear the effect of the frequent transfer activity. Although AXA Equitable currently provides a letter to Contractholders who have engaged in disruptive transfer activity of its intention to restrict access to communication services, AXA Equitable may not continue to provide such letters. Consistent with seeking to discourage potentially disruptive transfer activity, AXA Equitable or the Trust may also, in their sole discretion and without further notice, change what they consider potentially disruptive transfer activity and their monitoring procedures and thresholds, as well as change their procedures to restrict this activity. You should consult the Contract prospectus that accompanies this prospectus for information on other specific limitations on the transfer privilege.

 

Notwithstanding our efforts, we may be unable to detect or deter market timing activity by certain persons, which can lead to disruption of management of, and excess costs to, the particular Portfolio.

 

Selling Restrictions

 

The table below describes restrictions placed on selling shares of any Portfolio described in this prospectus.

 

Restriction   Situation
The Portfolio may suspend the right of redemption or postpone payment for more than 7 days:  

•   When the New York Stock Exchange is closed (other than a weekend/holiday).

•   During an emergency.

•   Any other period permitted by the SEC.

A Portfolio may pay the redemption price in whole or part by a distribution in kind of readily marketable securities in lieu of cash or may take up to 7 days to pay a redemption request in order to raise capital:  

•   When it is detrimental for a Portfolio to make cash payments as determined in the sole discretion of AXA Equitable.

 

How Portfolio Shares are Priced

 

“Net asset value” is the price of one share of a Portfolio without a sales charge, and is calculated each business day using the following formula:

 

Net Asset Value =  

Total market value of securities + Cash and other assets   Liabilities

  Number of outstanding shares

 

The net asset value of Portfolio shares is determined according to the following schedule:

 

 

A share’s net asset value is determined as of the close of regular trading on the New York Stock Exchange (“Exchange”) on the days the Exchange is open for trading. This is normally 4:00 p.m. Eastern Time.

 

 

The price you pay or receive for purchasing or redeeming a share will be based upon the net asset value next calculated after your order is received and accepted by a Portfolio or its designated agent.

 

 

A Portfolio may have net asset value changes on days when shares cannot be purchased or sold because it invests in Underlying Portfolios and Underlying ETFs that may invest heavily in foreign securities which sometimes trade on days when a Portfolio’s and an Underlying Portfolio’s or Underlying ETF’s shares are not priced.

 

EQ Advisors Trust   Portfolio Services   35


 

Shares of the Underlying Portfolios held by the Crossings Allocation Portfolios are valued at their net asset value. Shares of the Underlying ETFs held by the Portfolios are valued at their most recent sales price or official closing price or if there is no sale or official closing price, latest available bid price. Generally, other portfolio securities and assets of the Crossings Allocation Portfolios as well as the portfolio securities and assets of the Underlying Portfolios and Underlying ETFs are valued as follows:

 

 

Equity securities (including securities issued by ETFs)  — most recent sales price or official closing price or if there is no sale or official closing price, latest available bid price.

 

 

Debt securities (other than short-term obligations)  — based upon pricing service valuations.

 

 

Short-term obligations (with maturities of 60 days or less)  — amortized cost (which approximates market value).

 

 

Securities traded on foreign exchanges  — most recent sales or bid price on the foreign exchange or market, unless a significant event or circumstance occurs after the close of that market or exchange that may materially affect its value. In that case, fair value as determined by or under the direction of the Trust’s board of trustees at the close of regular trading on the Exchange. Foreign currency is converted into U.S. dollar equivalent daily at current exchange rates.

 

 

Options  — last sales price or, if not available, previous day’s sales price. If the bid price is higher or the asked price is lower than the sales price, the higher bid or lower asked price may be used. Options not traded on an exchange or actively traded are valued according to fair value methods.

 

 

Futures  — last sales price or, if there is no sale, latest available bid price.

 

 

Investment company securities  — shares of open-end mutual funds (other than ETFs) held by a Portfolio will be valued at the net asset value of the shares of such funds as described in the funds’ prospectuses.

 

 

Other Securities  — other securities and assets for which market quotations are not readily available or for which valuation cannot be provided are valued at their fair value as determined in good faith by or under the direction of the Trust’s board of trustees. For example, a security whose trading has been halted during the trading day may be fair valued based on the available information at the time of the close of the trading market. Similarly, securities for which there is no ready market ( e.g., securities of certain small capitalization issuers and certain issuers located in emerging markets) also may be fair valued. Some methods for valuing these securities may include: fundamental analysis (earnings multiple, etc.), matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities.

 

Events or circumstances affecting the values of portfolio securities that occur between the closing of their principal markets and the time the net asset value is determined, such as foreign securities trading on foreign exchanges that may close before the time the net asset value is determined, may be reflected in the Trust’s calculation of net asset values for each applicable Portfolio when the Trust deems that the particular event or circumstance would materially affect such Portfolio’s net asset value. Such events or circumstances may be company specific, such as an earnings report, country or region specific, such as a natural disaster, or global in nature. Such events or circumstances also may include price movements in the U.S. securities markets.

 

The effect of fair value pricing as described above is that securities may not be priced on the basis of quotations from the primary market in which they are traded, but rather may be priced by another method that the Trust’s board of trustees believes reflects fair value. As such, fair value pricing is based on subjective judgments and it is possible that fair value may differ materially from the value realized on a sale. This policy is intended to assure that the Portfolio’s net asset value fairly reflects security values as of the time of pricing. Also, fair valuation of a Portfolio’s securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of the Portfolio’s NAV by those traders.

 

Dividends and Other Distributions

 

Each Crossings Allocation Portfolio generally distributes most or all of its net investment income and its net realized gains, if any, annually. Dividends and other distributions by a Portfolio are automatically reinvested at net asset value in shares of the distributing class of that Portfolio.

 

Tax Consequences

 

Each Crossings Allocation Portfolio is treated as a separate corporation, and intends to qualify to be treated as a regulated investment company, for federal tax purposes. A Portfolio will be so treated if it meets specified federal income tax rules, including requirements regarding types of investments, limits on investments, types of income, and distributions. A regulated investment company is not taxed at the entity (Portfolio) level to the extent it passes through its net income and gains to its shareholders by making distributions. Although the Trust intends that each Portfolio will be operated to have no federal tax liability, if a Portfolio does have any federal tax liability, that would hurt its investment performance. Also, to the extent any Portfolio invests in foreign securities or holds foreign currencies, it could be subject to foreign taxes that could reduce its investment performance.

 

36   Portfolio Services   EQ Advisors Trust


 

It is important for each Crossings Allocation Portfolio to maintain its regulated investment company status (and certain other requirements), because the shareholders of a Portfolio that are insurance company separate accounts will then be able to use a favorable investment diversification testing rule in determining whether those accounts, and therefore the Contracts indirectly funded by the Portfolio, meet tax qualification rules for variable insurance and annuity contracts. If a Portfolio failed to meet specified investment diversification requirements, owners of non-pension plan Contracts funded through that Portfolio could be taxed immediately on the accumulated investment earnings under their Contracts and could lose any benefit of tax deferral. AXA Equitable, in its capacity as the investment manager and the administrator for the Trust, therefore carefully monitors the compliance with all of the regulated investment company rules and separate account investment diversification rules.

 

Contractholders seeking to more fully understand the tax consequences of their investments should consult with their tax advisers or the insurance company that issued their Contract or refer to their Contract prospectus.

 

Additional Information

 

Portfolio Distribution Arrangements

 

The Crossings Allocation Portfolios are distributed by AXA Advisors, LLC and AXA Distributors, LLC, affiliates of AXA Equitable. The Co-distributors are both registered as broker-dealers under the Securities Exchange Act of 1934, as amended, and are members of the Financial Industry Regulatory Authority (formerly, the NASD). The Trust has adopted a Distribution Plan under Rule 12b-1 under the 1940 Act for the Crossings Allocation Portfolios’ Class IB shares. Under the plan, Class IB shares are charged an annual fee to compensate each of the Co-distributors for promoting, selling and servicing shares of the Crossings Allocation Portfolios. The annual fee is equal to 0.25% (subject to a 0.50% maximum) of each Portfolio’s average daily net assets attributable to Class IB shares. Because these fees are paid out of each Crossings Allocation Portfolio’s assets on an ongoing basis, over time, these fees will increase your cost of investing and may cost you more than paying other types of charges.

 

EQ Advisors Trust   Portfolio Services   37


Financial Highlights

 

 

 

The financial highlights table is intended to help you understand the financial performance for the Trust’s Class IA and Class IB shares. The financial information in the table below is for the period of the Portfolio’s operations. The financial information below for the Class IA and Class IB shares has been derived from the financial statements of the Trust, which have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. PricewaterhouseCoopers LLP’s report on the Trust’s financial statements as of December 31, 2008 and the financial statements themselves appear in the Trust’s Annual Report.

 

Certain information reflects financial results for a single Portfolio share. The total returns in the tables represent the rate that a shareholder would have earned (or lost) on an investment in the Portfolio (assuming reinvestment of all dividends and other distributions). The total return figures shown below do not reflect any separate account or Contract fees and charges. The total return figures would be lower if they did reflect such fees and charges. The information should be read in conjunction with the financial statements contained in the Trust’s Annual Report which are incorporated by reference into the Trust’s Statement of Additional Information (SAI) and available upon request.

 

Crossings Allocation Portfolio

 

 

38   Financial Highlights   EQ Advisors Trust


 

 

 

If you would like more information about the Crossings Allocation Portfolios, the following documents are available free upon request. The Trust does not have a website available for accessing such information.

 

Annual and Semi-Annual Reports  — Will Include more information about the Portfolios’ investments and performance. The reports usually include performance information, a discussion of market conditions and the investment strategies that affected the Portfolios’ performance during the last fiscal year.

 

Statement of Additional Information (SAI)  — Provides more detailed information about the Crossings Allocation Portfolios, has been filed with the SEC and is incorporated into this prospectus by reference.

 

Portfolio Holdings Disclosure  — A description of the Portfolios’ policies and procedures with respect to the disclosure of their portfolio securities holdings is available in the Portfolios’ SAI.

 

To order a free copy of the Crossings Allocation Portfolios’ SAI and/or Annual and Semi-Annual Report, request other information about the Crossings Allocation Portfolios, or make shareholder inquiries, contact your financial professional, or the Crossings Allocation Portfolios at:

 

EQ Advisors Trust

1290 Avenue of the Americas

New York, New York 10104

Telephone: 877-222-2144

 

EQ Advisors Trust currently does not maintain a website where investors can access the SAI or Shareholder reports.

 

Your financial professional or EQ Advisors Trust will also be happy to answer your questions or to provide any additional information that you may require

 

Information about the Crossings Allocation Portfolios (including the SAI) can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. Reports and other information about the Portfolios are available on the EDGAR database on the SEC’s Internet site at

 

http://www.sec.gov.

 

Investors may also obtain this information, after paying a duplicating fee, by electronic request at the following E-mail address:

publicinfo@sec.gov or by writing the SEC’s

Public Reference Section,

Washington, D.C. 20549-0102

 

EQ Advisors Trust

 

Crossings Allocation Portfolios

 

Crossings Conservative Allocation Portfolio

Crossings Conservative-Plus Allocation Portfolio

Crossings Moderate Allocation Portfolio

Crossings Moderate-Plus Allocation Portfolio

Crossings Aggressive Allocation Portfolio

 

(Investment Company Act File No. 811-07953)

 

©  2009 EQ Advisors Trust


EQ Advisors Trust

 

Prospectus dated May 1, 2009

 

 

 

This Prospectus describes one (1) Portfolio* offered by EQ Advisors Trust and the Class IA and Class IB shares offered by the Trust on behalf of the Portfolio. This Prospectus contains information you should know before investing. Please read this Prospectus carefully before investing and keep it for future reference.

 

 

EQ/AXA Franklin Templeton Founding Strategy Core Portfolio**

 

 

 

  * This Portfolio may not be available as an investment in your variable life or annuity product or under your retirement plan. Please consult your product prospectus or retirement plan documents to see if the Portfolio is available under your contract or plan.
  ** Prior to May 1, 2009, the Portfolio was named EQ/Franklin Templeton Founding Strategy Portfolio.

 

 

The Securities and Exchange Commission has not approved or disapproved the Portfolio’s shares or determined if this Prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.

 

(34486)

EQ Advisors Trust


Overview

 

 

 

EQ ADVISORS TRUST

 

EQ Advisors Trust (the “Trust”) consists of sixty-[nine] (6[9]) distinct mutual funds, each with its own investment strategy and risk/reward profile. This Prospectus describes the Class IA and Class IB shares of the EQ/Franklin Templeton Founding Strategy Portfolio of the Trust. The Portfolio is a diversified portfolio. Information on the Portfolio, including investment objectives, investment strategies and investment risks can be found on the pages following this Overview. In addition, a Glossary of Terms is provided at the back of this Prospectus. The investment objective of the Portfolio may be changed without a shareholder vote. The Trust has adopted a Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (“1940 Act”), for the Trust’s Class IB shares.

 

The Trust’s shares are currently sold only to: (1) insurance company separate accounts in connection with variable life insurance contracts and variable annuity certificates and contracts (the “Contracts”) issued or to be issued by AXA Equitable Life Insurance Company (“AXA Equitable”), AXA Life and Annuity Company, and other affiliated or unaffiliated insurance companies; and (2) The AXA Equitable 401(k) Plan (“AXA Equitable Plan”). Shares also may be sold to other tax-qualified retirement plans. The Prospectus is designed to help you make informed decisions about the Portfolio that may be available under your Contract or under the Equitable Plan or other retirement plan. You will find information about your Contract and how it works in the accompanying prospectus for the Contracts if you are a Contractholder or participant of a retirement plan under a Contract. Please read that prospectus carefully and retain it for future reference.

 

The investment manager to the Portfolio is AXA Equitable (the “Manager”). The Manager, through its AXA Funds Management Group unit, provides day-to-day management of the Portfolio.

 

The day-to-day management of the Portfolio is provided by the Manager. Information regarding the Manager is included under “Management of the Trust — The Manager” in this Prospectus. The Manager may hire investment sub-advisers (“Advisers”) to provide day-to-day portfolio management for the Portfolio in the future. The Manager has been granted relief by the Securities and Exchange Commission (“SEC”) to appoint, dismiss and replace Advisers and amend advisory agreements subject to the approval of the Trust’s Board of Trustees and without obtaining shareholder approval (the “Multi-Manager Order”). The Manager also may allocate a Portfolio’s assets to additional Advisers subject to approval of the Board of Trustees. If a new Adviser is retained for the Portfolio, shareholders would receive notice of such action. However, the Manager may not enter into an advisory agreement with an “affiliated person” of the Manager (as that term is defined in the 1940 Act) (“Affiliated Adviser”), such as Alliance Bernstein L.P. or AXA Rosenberg Investment Management LLC, unless the advisory agreement with the Affiliated Adviser is approved by the affected Portfolio’s shareholders.

 

The co-distributors of the Portfolio are AXA Advisors, LLC and AXA Distributors, LLC.

 

An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Because you could lose money by investing in this Portfolio, be sure to read all risk disclosures carefully before investing.

 

2   Overview   EQ Advisors Trust


Table of contents

 

 

 

1.   About the Investment Portfolio

   4

EQ/Franklin Templeton Founding Strategy

   5

2.    More Information on Risks and the Franklin Templeton Underlying Portfolios

   8

Risks

   8

Benchmark

   13

Information Regarding the Franklin Templeton Underlying Portfolios

   14

3.   Management of the Trust

   16

The Trust

   16

The Manager

   16

Management Fees

   16

Expense Limitation Agreement

   16

Legal Proceedings

   17

4.   Fund Distribution Arrangements

   18

5.   Buying and Selling Shares

   19

6.   How Portfolio Shares are Priced

   21

7.   Dividends and Other Distributions and Tax Consequences

   22

8.   Glossary of Terms

   23

9.   Financial Highlights

   24

 

EQ Advisors Trust   Table of contents   3


1. About the investment portfolio

 

 

 

This section of the Prospectus provides a complete description of the principal investment objective, strategies, and risks of the Portfolio. Of course, there can be no assurance that the Portfolio will achieve its investment objective. The investment objectives and policies of the Portfolio (except where otherwise noted) are not fundamental policies and may be changed without a shareholder vote.

 

Please note that:

 

 

Additional information regarding the principal risks of the Portfolio is included in the section “More Information on Risks and the Franklin Templeton Underlying Portfolios,” which follows the description of the Portfolio in this section of the Prospectus. In addition, the investment objective, principal investment strategy and a list of the principal investment risks of each of the Franklin Templeton Underlying Portfolios is included in the section “More Information on Risks and the Franklin Templeton Underlying Portfolios — Information Regarding the Franklin Templeton Underlying Portfolios.”

 

 

Additional information concerning the Portfolio’s strategies, investments, and risks can also be found in the Trust’s Statement of Additional Information.

 

4   About the investment portfolio   EQ Advisors Trust


EQ/AXA Franklin Templeton Founding Strategy Core Portfolio

 

INVESTMENT OBJECTIVE: Primarily seeks capital appreciation and secondarily seeks income.

 

THE INVESTMENT STRATEGY

 

The Portfolio pursues its investment objectives by investing on a fixed percentage basis in a combination of the Trust’s portfolios sub-advised by Franklin Templeton, which, in turn, invest primarily in U.S. and foreign equity securities and, to a lesser extent, fixed-income and money market securities. The Portfolio’s assets will be allocated on an equal basis (33  1 / 3 %) among the EQ/Franklin Income Portfolio, EQ/Mutual Shares Portfolio and EQ/Templeton Growth Portfolio (the “Franklin Templeton Underlying Portfolios”), each of which is a separate portfolio of the Trust.

 

The Franklin Templeton Underlying Portfolios have been selected to represent a reasonable spectrum of investment options for the Portfolio. The Manager has based the fixed percentage allocations for the Portfolio on the degree to which it believes the Franklin Templeton Underlying Portfolios, in combination, to be appropriate for the Portfolio’s investment objective. Each Franklin Templeton Underlying Portfolio is managed by the Manager and sub-advised by Franklin Advisers, Inc. (EQ/AXA Franklin Income Core Portfolio), Franklin Mutual Advisers, LLC (EQ/AXA Mutual Shares Core Portfolio) or Templeton Global Advisors Limited (EQ/AXA Templeton Growth Core Portfolio) (together, the “Advisers”). The Manager reserves the right to add new underlying portfolios or replace existing underlying portfolios without shareholder approval. Additional information regarding the Franklin Templeton Underlying Portfolios is included in the prospectus for those portfolios dated May 1, 2009, as supplemented from time to time. The Portfolio will purchase Class IA shares of the Franklin Templeton Underlying Portfolios, which are not subject to any sales charges or distribution or service (Rule 12b-1) fees.

 

The Portfolio may deviate from its percentage allocations as a result of appreciation or depreciation in the value of the shares of the Franklin Templeton Underlying Portfolios it holds. AXA Equitable will periodically rebalance the Portfolio’s holdings as deemed necessary to bring the asset allocation of the Portfolio back into alignment with its fixed percentage allocations.

 

The Portfolio also may deviate temporarily from its fixed percentage allocations for defensive purposes. The Portfolio may hold cash or cash equivalents (instead of being allocated to a Franklin Templeton Underlying Portfolio) as deemed appropriate by the Manager for temporary defensive purposes to respond to adverse market, economic or political conditions, or as a cash reserve. Should the Portfolio take this action, it may not achieve its investment objective. The Portfolio also may hold U.S. government securities and money market instruments directly for investment or other appropriate purposes.

 

Please note that the Franklin Templeton Underlying Portfolios may already be available directly as investment options in your Contract or variable life policy and that an investor in the Portfolio bears both the expenses of the Portfolio as well as the indirect expenses associated with the Franklin Templeton Underlying Portfolios. Therefore, an investor may be able to realize lower aggregate expenses by investing directly in the Franklin Templeton Underlying Portfolios instead of in the Portfolio itself. However, not all of the Franklin Templeton Underlying Portfolios may be available as an investment option in your Contract. In addition, an investor who chooses to invest directly in the Franklin Templeton Underlying Portfolios would not receive the asset allocation and rebalancing services provided by AXA Equitable.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

The principal risks presented by the Portfolio are:

 

   

Affiliated Portfolio Risk: In managing the Portfolio, the Manager has the authority to select and substitute the Franklin Templeton Underlying Portfolios. The Manager may be subject to potential conflicts of interest in allocating the Portfolio’s assets among the various Franklin Templeton Underlying Portfolios both because the fees payable to it by some of the Franklin Templeton Underlying Portfolios are higher than the fees payable by other Franklin Templeton Underlying Portfolios and because the Manager is also responsible for managing the Franklin Templeton Underlying Portfolios.

 

   

Risks Associated with the Franklin Templeton Underlying Portfolios: Because the Portfolio invests in the Franklin Templeton Underlying Portfolios, it will indirectly bear fees and expenses charged by those Portfolios in addition to the Portfolio’s direct fees and expenses. The investments of the Portfolio are concentrated in the Franklin Templeton Underlying Portfolios and, thus, the Portfolio’s investment performance is directly related to the performance in the Franklin Templeton Underlying Portfolios. Because the Portfolio invests in the Franklin Templeton Underlying Portfolios, the Portfolio’s net asset value (“NAV”) is subject to fluctuations in the Franklin Templeton Underlying Portfolios’ respective NAVs. In addition, the Portfolio is subject to the risks associated with the securities in which the Franklin Templeton Underlying Portfolios invest. Both the Portfolio and the Franklin Templeton Underlying Portfolios are subject to certain risks, including the following, which are discussed in detail in the section entitled “More Information on Risks and the Franklin Templeton Underlying Portfolios.”

 

•   Adviser Selection Risk

•   Convertible Securities Risk

•   Credit/Default Risk

•   Currency Risk

•   Depositary Receipts Risk

•   Derivatives Risk

•   Distressed Companies Risk

 

•   Equity Risk

•   Foreign Securities and Emerging Markets Risk

•   Interest Rate Risk

•   Investment Company Securities Risk

 

EQ Advisors Trust   About the investment portfolio   5


 

•   Investment Grade Securities Risk

•   Junk Bonds and Lower Rated Securities Risk

•   Large-Cap Company Risk

•   Liquidity Risk

•   Loan Participation and Assignments Risk

•   Market Risk

•   Mortgage-Backed and Asset-Backed Securities Risk

 

•   Portfolio Management Risk

•   Real Estate Investing Risk

•   Security Risk

•   Securities Lending Risk

•   Small-Cap and Mid-Cap Risk

•   Special Situations Risk

•   Value Investing Risk

 

   

Portfolio Management Risk: The risk that AXA Equitable’s selection of the Franklin Templeton Underlying Portfolios, and its allocation and reallocation of portfolio assets among the Franklin Templeton Underlying Portfolios, may not produce the desired results.

 

   

Market Risk: The share prices of the Franklin Templeton Underlying Portfolios, and thus the share price of the Portfolio, can fall because of weakness in the broad market, a particular industry, or specific holdings. The market as a whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, AXA Equitable’s assessment of the companies in the Franklin Templeton Underlying Portfolios may prove incorrect, resulting in losses or poor performance even in a rising market. Finally, the Franklin Templeton Underlying Portfolios’ investment approaches could fall out of favor with the investing public, resulting in lagging performance versus other comparable funds.

 

More information about the risks of an investment in the Portfolio is provided in “More Information on Risks and the Franklin Templeton Underlying Portfolios” in the Prospectus.

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the Portfolio’s first calendar year of operations. The inception date for this Portfolio is April 30, 2007. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (             Quarter)              % (             Quarter)

 

Calendar Year Annual Total Return — Class IB

 

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
        % (             Quarter)              % (             Quarter)

 

Average Annual Total Returns
       One Year      Since
Inception

EQ/AXA Franklin Templeton Founding Strategy
Core Portfolio — Class IA Shares

            %               %

EQ/AXA Franklin Templeton Founding Strategy
Core Portfolio — Class IB Shares

            %               %

MSCI World Composite Index†

            %               %
  For more information on this index, see the following section “More Information on risks and the Franklin Templeton Underlying Portfolios.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, re-invest dividends and other distributions or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

   

EQ/AXA Franklin Templeton Founding Strategy Core Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.05%   0.05%

Distribution and/or service (12b-1) fees

  None     0.25%†

Other Expenses

      %       %

Acquired Fund Fees and Expenses (Franklin Templeton Underlying Portfolios)*

      %       %

Total Annual Portfolio Operating Expenses

      %       %

Less Waivers/Expense Reimbursements**

      %       %

Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses**

      %       %
  The maximum distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is equal to an annual rate of 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to an annual rate of 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.

 

6   About the investment portfolio   EQ Advisors Trust


 

*   The Portfolio invests in shares of the Franklin Templeton Underlying Portfolios. Therefore, the Portfolio will, in addition to its own expenses such as management fees, bear its pro rata share of the fees and expenses incurred by Franklin Templeton Underlying Portfolios and the investment return of the Portfolio will be reduced by each Franklin Templeton Underlying Portfolio’s expenses.
**   Pursuant to a contract, the Manager has agreed to waive or limit its management, administrative and other fees to limit the expenses of the Portfolio until April 30, 2010 (“Expense Limitation Agreement”) (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) so that the Net Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of the investment companies in which the Portfolio invests and extraordinary expenses) do not exceed 0.15% for Class IA shares and 0.40% for Class IB shares Net Operating Expenses (excluding Acquired Fund Fees and Expenses). The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. In addition, the Manager has voluntarily agreed to waive all its management and administration fees and reimburse all other expenses associated with the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of the investment companies in which the Portfolio invests, Rule 12b-1 fees and extraordinary expenses) until April 30, 2010. Accordingly, the Net Operating Expenses (excluding Acquired Fund Fees and Expenses), taking into account the voluntary waiver by the Manager, will be 0% for Class IA shares and 0.25% for Class IB shares. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”

 

Example

 

This Example is intended to help you compare the direct and indirect costs of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses (and the expenses of the Franklin Templeton Underlying Portfolios incurred indirectly) remain the same, and that the expense limitation arrangement currently in place is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees. If such fees and expenses were reflected, the total expenses would be substantially higher. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $              $          

3 Years

   $              $          

5 Years

   $              $          

10 Years

   $              $          

 

WHO MANAGES THE PORTFOLIO

 

The Manager

 

AXA Equitable, through its AXA Funds Management Group unit (“AXA FMG”), 1290 Avenue of the Americas, New York, New York 10104, manages the Portfolio. As of December 31, 2008, AXA Equitable had approximately $        billion in assets under management.

 

A committee of AXA FMG investment personnel manages the Portfolio. Kenneth Kozlowski serves as the lead portfolio manager of the committee with primary responsibility for day-to-day management of the Portfolio. Xavier Poutas assists the lead portfolio manager with day-to-day management of the Portfolio but does not have primary responsibility for management of the Portfolio.

 

Kenneth T. Kozlowski , CFP ® , CHFC, CLU has served as Vice President of AXA Equitable from February 2001 to present. He has had primary responsibility for the asset allocation, fund selection and rebalancing of AXA Equitable’s funds of funds since 2003 and for the Portfolio since its inception. Prior to June 1, 2007, Mr. Kozlowski served as Chief Financial Officer of the Trust since December 2002.

 

Xavier Poutas , CFA ® joined AXA FMG in October 2004 as a Fund Administrator and was involved in the implementation of the asset allocation strategy for AXA Equitable’s funds of funds. Mr. Poutas assists in portfolio analysis and portfolio performance evaluation with respect to the Portfolio.

 

Information about the lead manager’s compensation, other accounts he manages and his ownership of securities in the Portfolio is available in the Trust’s Statement of Additional Information.

 

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2. More information on risks and the Franklin Templeton Underlying Portfolios

 

 

 

Risks

 

The Portfolio follows a distinct set of investment strategies. The Portfolio’s performance will be subject to the risks of investing in the types of securities in which a Franklin Templeton Underlying Portfolio invests in direct proportion to the amount of assets the Portfolio invests in the Franklin Templeton Underlying Portfolio. For example, to the extent the Portfolio invests in Franklin Templeton Underlying Portfolios that invest primarily in equity securities, fixed income securities or foreign securities, the performance of the Portfolio will be subject to the risks of investing in those securities.

 

The Franklin Templeton Underlying Portfolios have principal investment strategies that come with inherent risks. Each Franklin Templeton Underlying Portfolio’s principal risks are described in more detail in its prospectus.

 

General Risks of the Franklin Templeton Underlying Portfolios

 

Each of the Franklin Templeton Underlying Portfolios may be subject to certain general investment risks, as discussed below.

 

Adviser Selection Risk. The risk that the process for selecting or replacing an Adviser for a Franklin Templeton Underlying Portfolio and the decision to select or replace an Adviser does not produce the intended result.

 

Derivatives Risk. An investment in a derivative (a security whose value is based on another security or index) may rise or fall more rapidly than other investments. These transactions are subject to changes in the value of the underlying security on which such transactions are based. Even a small investment in derivative securities can have a significant impact on a Franklin Templeton Underlying Portfolio’s exposure to stock market values, interest rates or currency exchange rates. Derivatives are subject to a number of risks such as liquidity risk, interest rate risk, market risk, credit risk and portfolio management risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate well with the underlying asset, reference rate or index. These types of transactions will be used primarily as a substitute for taking a position in the underlying asset and/or for hedging purposes. When a derivative security is used as a hedge against an offsetting position that a portfolio also holds, any loss generated by the derivative security should be substantially offset by gains on the hedged instrument, and vice versa. To the extent that a Franklin Templeton Underlying Portfolio uses a derivative security for purposes other than as a hedge, that portfolio is directly exposed to the risks of that derivative security and any loss generated by the derivative security will not be offset by a gain.

 

Liquidity Risk. The risk that exists when particular investments are difficult to purchase or sell. An investment in illiquid securities may reduce returns of a Franklin Templeton Underlying Portfolio because it may be unable to sell the illiquid securities at an advantageous time or price. This may result in a loss or may be costly to a portfolio.

 

Market Risk. The risk that the securities markets will move down, sometimes rapidly and unpredictably based on overall economic conditions and other factors.

 

Portfolio Management Risk. The risk that the strategies used by the Advisers and their securities selections fail to produce the intended results.

 

Security Risk. The risk that the value of a security may move up and down, sometimes rapidly and unpredictably based upon a change in a company’s financial condition as well as overall market and economic conditions.

 

Securities Lending Risk. For purposes of realizing additional income, each Franklin Templeton Underlying Portfolio may lend securities to broker-dealers approved by the Trust’s Board of Trustees. Generally, any such loan of portfolio securities will be continuously secured by collateral at least equal to the value of the security loaned. Such collateral will be in the form of cash, marketable securities issued or guaranteed by the U.S. Government or its agencies, or a standby letter of credit issued by qualified banks. The risks in lending portfolio securities, as with other extensions of secured credit, consist of possible delay in receiving additional collateral or in the recovery of the securities, possible loss of rights in the collateral should the borrower fail financially or a decline in the value of the collateral held by a Franklin Templeton Underlying Portfolio. Loans will only be made to firms deemed by the Manager to be of good standing and will not be made unless, in the judgment of the Adviser, the consideration to be earned from such loans would justify the risk.

 

Risks of Equity Investments

 

Each Franklin Templeton Underlying Portfolio may invest in equity securities. Therefore, your investment in the Portfolio will be subject to the risks of investing in equity securities in direct proportion to the Portfolio’s investments in these securities through the Franklin Templeton Underlying Portfolios. The risks of investing in equity securities may include:

 

Convertible Securities Risk. Convertible securities may include both convertible debt and convertible preferred stock. Such securities may be converted into shares of the underlying common stock at either a stated price or stated rate, which enable an investor to benefit from increases in the market price of the underlying common stock. Convertible securities provide higher yields than the underlying common stock, but generally offer lower yields than nonconvertible securities of similar quality. The value of convertible securities fluctuates in relation to changes in interest rates and, in addition, fluctuates in relation to the underlying common stock. Investments by certain of the Franklin Templeton Underlying Portfolios in convertible debt securities are not subject to any ratings restrictions, although the Adviser will consider such ratings, and any changes in such ratings, in its determination of whether a certain Franklin Templeton Underlying Portfolio should invest and/or continue to hold the securities.

 

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Equity Risk. Stocks and other equity securities generally fluctuate in value more than bonds and may decline in value over short or over extended periods. The value of such securities will change based on changes in a company’s financial condition and in overall market and economic conditions.

 

Index-Fund Risk: An index portfolio or a portfolio that invests a significant portion of its assets in the securities included in a specific index or substantially identical securities regardless of market trends. Such portfolios cannot modify their investment strategies to respond to changes in the economy, which means they may be particularly susceptible to a general decline in the market segment relating to the relevant index.

 

Investment Company Securities Risk. A Franklin Templeton Underlying Portfolio may invest in investment company securities as permitted by the 1940 Act. Investment company securities are securities of other open-end or closed-end investment companies. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but the total return on such investments at the investment company level may be reduced by the operating expenses and fees of such other investment companies, including advisory fees.

 

Investment Style Risk. The Advisers use a particular style or set of styles, in this case “value” styles, to select investments for the Franklin Templeton Underlying Portfolios. These styles may be out of favor or may not produce the best results over short or longer time periods. They may also increase the volatility of the Franklin Templeton Underlying Portfolio’s share price.

 

Value Investing Risk. Value investing attempts to identify strong companies selling at a discount from their perceived true worth. Advisers using this approach generally select stocks at prices that, in their view, are temporarily low relative to the company’s earnings, assets, cash flow and dividends. Value investing is subject to the risk that the stocks’ intrinsic value may never be fully recognized or realized by the market, or their prices may go down. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced. Value investing generally emphasizes companies that, considering their assets and earnings history, are attractively priced and may provide dividend income.

 

Large-Capitalization Risk. Larger, more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

Multiple Adviser Risk. The Franklin Templeton Underlying Portfolios employ multiple Advisers. Each Adviser independently chooses and maintains a portfolio of securities for the portfolio and each is responsible for investing a specific allocated portion of the portfolio’s assets. Because each Adviser manages its allocated portion of the portfolio independently from the other Adviser(s), the same security may be held in different portions of a portfolio, or may be acquired for one portion of a portfolio at a time when a Adviser to another portion deems it appropriate to dispose of the security from that other portion. Similarly, under some market conditions, one Adviser may believe that temporary, defensive investments in short-term instruments or cash are appropriate when the other Adviser(s) believes continued exposure to the equity or debt markets is appropriate for its allocated portion of the Underlying Portfolio. Because each Adviser directs the trading for its own portion of the Underlying Portfolio, and does not aggregate its transactions with those of the other Advisers, the Underlying Portfolio may incur higher brokerage costs than would be the case if a single Adviser were managing the entire portfolio.

 

Real Estate Investing Risk. Investing in real estate investment trusts (“REITS”) exposes investors to the risks of owning real estate directly, as well as to risks that relate specifically to the way in which REITs are organized and operated. Real estate is a cyclical business, highly sensitive to general and local economic developments and characterized by intense competition and periodic overbuilding. Real estate income and values also may be greatly affected by demographic trends, such as population shifts or changing tastes and values. Government actions, such as tax increases, zoning law changes or environmental regulations, also may have a major impact on real estate. Changing interest rates and credit quality requirements also will affect the cash flow of real estate companies and their ability to meet capital needs. REITs generally invest directly in real estate (equity REITS), in mortgages on real estate (mortgage REITs) or in some combination of the two (hybrid REITs). Operating REITs requires specialized management skills and an Franklin Templeton Underlying Portfolio indirectly bears REIT management expenses along with the direct expenses of the portfolio. Individual REITs may own a limited number of properties and may concentrate in a particular region or property type. REITs also must satisfy specific Internal Revenue Code requirements in order to qualify for the tax-free pass through of income.

 

Small- and Mid-Capitalization Risk. There may be an increased risk for Franklin Templeton Underlying Portfolios that invest in small- and mid-capitalization companies because they generally are more vulnerable than larger companies to adverse business or economic developments and they may have more limited resources. The securities of small- and mid-capitalization companies also may trade less frequently and in smaller volume than securities of larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Franklin Templeton Underlying Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price. In general, these risks are greater for small-capitalization companies than for mid-capitalization companies.

 

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Special Situations Risk. A Franklin Templeton Underlying Portfolio may use aggressive investment techniques, including seeking to benefit from “special situations,” such as mergers, reorganizations, restructurings tender or exchange offers or other unusual events expected to affect a particular issuer. There is a risk that the “special situation” may not be completed on the terms or within the time frame contemplated or might not occur at all, which could have a negative impact on the price of the issuer’s securities and fail to produce the expected gains or produce a loss for the Franklin Templeton Underlying Portfolio.

 

Risks of Fixed Income Investments

 

Each Franklin Templeton Underlying Portfolio may invest in debt securities. Therefore, your investment in the Portfolio will be subject to the risks of investing in fixed income securities in direct proportion to the Portfolio’s investments in these securities through the Franklin Templeton Underlying Portfolios. Examples of bonds include, but are not limited to, corporate debt securities (including notes), asset-backed securities, securities issued by the U.S. Government and obligations issued by both government agency and private issuers. Bond issuers may be foreign corporations or governments as limited in each Franklin Templeton Underlying Portfolio’s investment strategies. In addition to bonds, debt securities also include money market instruments. The risks of investing in fixed income securities may include:

 

Credit/Default Risk. The risk that an issuer of a security or the counter-party to a contract will default or otherwise become unable to honor a financial obligation. Lower rated securities involve a substantial risk of default or downgrade and are more volatile than investment grade securities. Lower rated bonds involve a greater risk of price declines than investment-grade securities due to actual or perceived changes to an issuer’s credit worthiness.

 

Convertible Securities Risk. As noted above, convertible securities may include both convertible debt and convertible preferred stock. Such securities may be converted into shares of the underlying common stock at either a stated price or stated rate. Therefore, convertible securities enable the holder to benefit from increases in the market price of the underlying common stock. Convertible securities provide higher yields than the underlying common stock, but generally offer lower yields than nonconvertible securities of similar quality. The value of convertible securities fluctuates in relation to changes in interest rates and, in addition, fluctuates in relation to the underlying common stock. Subsequent to purchase by a Franklin Templeton Underlying Portfolio, convertible securities may cease to be rated or a rating may be reduced below the minimum required for purchase by that portfolio. The Adviser will consider such event in its determination of whether a portfolio should continue to hold the securities.

 

Distressed Companies Risk. Debt obligations of distressed companies typically are unrated, lower-rated or close to default. Also, securities of distressed companies are generally more likely to become worthless than the securities of more financially stable companies.

 

Interest Rate Risk. This is the risk of market losses attributable to changes in interest rates. In general, the prices of fixed-income securities rise when interest rates fall, and fall when interest rates rise. The longer the term of a bond or fixed income instrument, the more sensitive it will be to fluctuations in value from interest rate changes. Changes in interest rates may have a significant effect on a Franklin Templeton Underlying Portfolio holding a significant portion of its assets in fixed income securities with long term maturities.

 

Investment Grade Securities Risk. Debt securities are rated by national bond rating agencies. Securities rated BBB and higher by S&P and Baa or higher by Moody’s are considered investment grade securities. Securities rated BBB or Baa are somewhat riskier than higher rated obligations because they are regarded as having only an adequate capacity to pay principal and interest, and are considered to lack outstanding investment characteristics.

 

Loan Participation and Assignments Risk. An investment in loan participation and assignments is subject to the risk that the financial institution acting as agent for all interests in a loan might fail financially. It is also possible that a Franklin Templeton Underlying Portfolio could be held liable as a co-lender.

 

Lower-Rated Securities Risk (also referred to as Junk Bond Risk or Below Investment Grade Securities Risk). Bonds rated below investment grade ( i.e. , BB or lower by S&P or Ba or lower by Moody’s) are speculative in nature, involve greater risk of default by the issuing entity and may be subject to greater market fluctuations than higher rated fixed income securities.

 

Mortgage-Backed and Asset-Backed Securities Risk. The risk that the principal on mortgage- or asset-backed securities may be prepaid at any time, which will reduce their yield and market value. If interest rates fall, the rate of prepayments tends to increase as borrowers are motivated to pay off debt and refinance at new lower rates. Rising interest rates tend to extend the duration of mortgage-related securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Franklin Templeton Underlying Portfolio that holds mortgage-related securities may exhibit additional volatility. This is known as extension risk. In addition, the risk of default by borrowers is greater during periods of rising interest rates and/or unemployment rates. The early retirement of particular classes or series of a collateralized mortgage obligation held by a Franklin Templeton Underlying Portfolio would have the same effect as the prepayment of mortgages underlying other mortgage-backed securities.

 

If a Franklin Templeton Underlying Portfolio purchases mortgage-backed or asset-backed securities that are “subordinated” to other interests in the same mortgage pool, it as a holder of those securities may only receive payments after the pool’s obligations to other investors have been satisfied. For example, an unexpectedly high rate of defaults on the mortgages held by a mortgage pool may limit substantially

 

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the pool’s ability to make payments of principal or interest to the portfolio as a holder of such subordinated securities, reducing the values of those securities or in some cases rendering them worthless. Certain mortgage-backed securities may include securities backed by pools of mortgage loans made to “subprime” borrowers or borrowers with blemished credit histories; the risk of defaults is generally higher in the case of mortgage pools that include such subprime mortgages. The underwriting standards for subprime loans are more flexible than the standards generally used by banks for borrowers with non-blemished credit histories with regard to the borrower’s credit standing and repayment ability. Borrowers who qualify generally have impaired credit histories, which may include a record of major derogatory credit items such as outstanding judgments or prior bankruptcies. In addition, they may not have the documentation required to qualify for a standard mortgage loan. As a result, the mortgage loans in the mortgage pool are likely to experience rates of delinquency, foreclosure, and bankruptcy that are higher, and that may be substantially higher, than those experienced by mortgage loans underwritten in a more traditional manner. In addition, changes in the values of the mortgaged properties, as well as changes in interest rates, may have a greater effect on the delinquency, foreclosure, bankruptcy, and loss experience of the mortgage loans in the mortgage pool than on mortgage loans originated in a more traditional manner. Moreover, instability in the markets for mortgage-backed and asset-backed securities may affect the liquidity of such securities, which means that a Franklin Templeton Underlying Portfolio may be unable to sell such securities at an advantageous time and price. As a result, the value of such securities may decrease and the Franklin Templeton Underlying Portfolio may incur greater losses on the sale of such securities than under more stable market conditions. Furthermore, instability and illiquidity in the market for lower-rated mortgage-backed and asset-backed securities may affect the overall market for such securities, thereby impacting the liquidity and value of higher-rated securities.

 

Risks of Foreign Securities Investments

 

Each Franklin Templeton Underlying Portfolio may invest in foreign securities. Therefore, your investment in the Portfolio will be subject to the risks of investing in foreign securities in direct proportion to the Portfolio’s investments in these securities through the Franklin Templeton Underlying Portfolios. The risks of investing in foreign securities may include:

 

Foreign Securities Risk. A Franklin Templeton Underlying Portfolio’s investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities that can adversely affect the portfolio’s performance. Foreign markets, particularly emerging markets, may be less liquid, more volatile and subject to less government supervision than domestic markets. The value of a Portfolio’s investment may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. There may be difficulties enforcing contractual obligations, and it may take more time for trades to clear and settle. A Franklin Templeton Underlying Portfolio may be subject to the following risks associated with investing in foreign securities:

 

Currency Risk. The risk that fluctuations in currency exchange rates will negatively affect securities denominated in, and/or receiving revenues in, foreign currencies. Adverse changes in currency exchange rates (relative to the U.S. dollar) may erode or reverse any potential gains from a Franklin Templeton Underlying Portfolio’s investment in securities denominated in a foreign currency or may widen existing losses.

 

Depositary Receipts. American Depositary Receipts are receipts typically issued by an American bank or trust company that evidence underlying securities issued by a foreign corporation. European Depositary Receipts (issued in Europe) and Global Depositary Receipts (issued throughout the world) each evidence a similar ownership arrangement. A Franklin Templeton Underlying Portfolio may invest in unsponsored Depositary Receipts. The issuers of unsponsored Depositary Receipts are not obligated to disclose information that is, in the United States, considered material. Therefore, there may be less information available regarding these issuers and there may not be a correlation between such information and the market value of the Depositary Receipts. Depositary Receipts are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted.

 

Emerging Market Risk. There are greater risks involved in investing in emerging market countries and/or their securities markets. Generally, economic structures in these countries are less diverse and mature than those in developed countries, and their political systems are less stable. Investments in emerging markets countries may be affected by national policies that restrict foreign investment in certain issuers or industries. The small size of their securities markets and low trading volumes can make investments illiquid and more volatile than investments in developed countries and such securities may be subject to abrupt and severe price declines. As a result, a Franklin Templeton Underlying Portfolio investing in emerging market countries may be required to establish special custody or other arrangements before investing.

 

Geographic Risk. The economies and financial markets of certain regions, such as Latin America and Asia, can be highly interdependent and may decline all at the same time. In addition, certain markets are prone to natural disasters such as earthquakes, volcanoes, droughts or tsunamis and are economically sensitive to such environmental events.

 

Political/Economic Risk. Changes in economic and tax policies, government instability, war or other political or economic actions or factors may have an adverse effect on an Franklin Templeton Underlying Portfolio’s foreign investments.

 

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Regulatory Risk. Less information may be available about foreign companies. In general, foreign companies are not subject to uniform accounting, auditing and financial reporting standards or to other regulatory practices and requirements as are U.S. companies.

 

Settlement Risk. Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement and clearance procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically associated with the settlement of U.S. investments. At times, settlements in certain foreign countries have not kept pace with the number of securities transactions. These problems may make it difficult for a Franklin Templeton Underlying Portfolio to carry out transactions. If a Franklin Templeton Underlying Portfolio cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If a Franklin Templeton Underlying Portfolio cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Franklin Templeton Underlying Portfolio could be liable for any losses incurred.

 

Transaction Costs Risk. The costs of buying and selling foreign securities, including tax, brokerage and custody costs, generally are higher than those involving domestic transactions.

 

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Benchmark

 

The performance of the Portfolio as shown in the section “About the investment portfolio” is compared to that of a broadbased securities market index, an index of funds with similar investment objectives and/or a blended index. The Portfolio’s annualized rates of return are net of: (i) its investment management fees; and (ii) its other expenses. These rates are not the same as the actual return you would receive under your Contract.

 

Broad-based securities indices are unmanaged and are not subject to fees and expenses typically associated with managed investment company portfolios. Broad-based securities indices are also not subject to contract and insurance-related expenses and charges. Investments cannot be made directly in a broad-based securities index. Comparisons with these benchmarks, therefore, are of limited use. They are included because they are widely known and may help you to understand the universe of securities from which the Portfolio is likely to select its holdings.

 

MSCI World Composite Index is an unmanaged index considered representative of stock markets of developed countries.

 

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Information Regarding the Franklin Templeton Underlying Portfolios

 

The following is additional information regarding the Franklin Templeton Underlying Portfolios. If you would like more information about the Franklin Templeton Underlying Portfolios, their Prospectuses and Statements of Additional Information are available by contacting your financial professional, or the portfolios at:

 

EQ Advisors Trust

1290 Avenue of the Americas

New York, NY 10104

Telephone: 1-877-222-2144

 

The Manager reserves the right to add new underlying portfolios or replace existing underlying portfolios without shareholder approval.

 

Portfolio   Investment
Objective
  Principal
Investment Strategy
  Principal
Investment Risks
EQ/AXA Franklin Income Core Portfolio   Seeks to maximize income while maintaining prospects for capital appreciation.   Under normal circumstances, the Portfolio invests in a diversified portfolio of debt and equity securities. Debt securities include bonds, notes and debentures. Equity securities include common stocks, preferred stocks and convertible securities.  

•   Convertible Securities Risk

•   Credit Risk

•   Currency Risk

•   Depositary Receipts Risk

•   Derivatives Risk

•   Equity Risk

•   Fixed Income Risk

•   Foreign Securities and Emerging Markets Risk

•   Index Fund Risk

•   Interest Rate Risk

•   Investment Grade Securities Risk

•   Junk Bonds and Lower Rated Securities Risk

•   Liquidity Risk

•   Loan Participation and Assignments Risk

•   Mortgage-Backed and Asset-Backed Securities Risk

•   Multiple Adviser Risk

•   Real Estate Investing Risk

•   Value Investing Risk

EQ/AXA Mutual Shares Core Portfolio   Seeks to achieve capital appreciation, which may occasionally be short-term, and secondarily seeks income.   Under normal circumstances, the Portfolio invests mainly in equity securities (including securities convertible into, or that the Adviser expects to be exchanged for, common or preferred stocks) of U.S. and foreign companies that the Adviser believes are undervalued. The Portfolio invests primarily in mid- and large-cap companies with market capitalization greater than $5 billion at the time of investment, but it may invest a significant portion of its assets in small-cap companies as well.  

•   Credit Risk

•   Currency Risk

•   Depositary Receipts Risk

•   Derivatives Risk

•   Distressed Companies Risk

•   Equity Risk

•   Fixed Income Risk

•   Foreign Securities and Emerging Markets Risk

•   Index Fund Risk

•   Interest Rate Risk

•   Investment Company Securities Risk

•   Junk Bonds and Lower Rated Securities Risk

•   Large-Cap Company Risk

•   Liquidity Risk

•   Multiple Adviser Risk

•   Real Estate Investing Risk

•   Small-Cap and Mid-Cap Company Risk

•   Special Situations Risk

•   Value Investing Risk

 

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Information Regarding the Franklin Templeton Underlying Portfolios (continued)

 

Portfolio   Investment
Objective
  Principal
Investment Strategy
  Principal
Investment Risks
EQ/AXA Templeton Growth Core Portfolio   Seeks to achieve long-term capital growth.   Under normal circumstances, the Portfolio invests primarily in the equity securities of companies located anywhere in the world, including emerging markets. Equity securities include common stocks, preferred stocks and convertible securities. The Portfolio may invest in securities in any capitalization range, but may only invest to a limited extent in securities issued by small capitalization companies.  

•   Convertible Securities Risk

•   Credit risk

•   Currency Risk

•   Depositary Receipts Risk

•   Derivatives Risk

•   Equity Risk

•   Fixed Income Risk

•   Foreign Securities and Emerging Markets Risk

•   Index Fund Risk

•   Interest Rate Risk

•   Large Cap Company Risk

•   Multiple Adviser Risk

•   Real Estate Investing Risk

•   Small-Cap and Mid-Cap Company Risk

•   Value Investing Risk

 

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3. Management of the Trust

 

 

 

The Trust

 

The Trust is organized as a Delaware statutory trust and is registered with the SEC as an open-end management investment company. The Trust’s Board of Trustees is responsible for the overall management of the Trust and the Portfolio. The Trust issues shares of beneficial interest that are currently divided among sixty-nine (69) portfolios, each of which has authorized Class IA and Class IB shares. This Prospectus describes the Class IA and Class IB shares of one (1) Portfolio. The Portfolio has its own objective, investment strategies and risks, which have been previously described in this Prospectus.

 

The Manager

 

AXA Equitable, through its AXA Funds Management Group unit (the “Manager”), 1290 Avenue of the Americas, New York, New York 10104, currently serves as the Manager of the Trust. AXA Equitable is a wholly owned subsidiary of AXA Financial, Inc., a subsidiary of AXA, a French insurance holding company. More detailed information concerning the Manager is included in the description of the Portfolio in the section “About the Investment Portfolio.”

 

The Manager has a variety of responsibilities for the general management and administration of the Trust and the Portfolio. In addition to its managerial responsibilities, the Manager is responsible for determining the asset allocation range for the Portfolio and ensuring that the allocation is consistent with the guidelines that have been approved by the Board. The Manager will rebalance the Portfolio’s holdings as deemed necessary to bring the asset allocation of the Portfolio back into alignment with its fixed percentage allocation.

 

A discussion of the basis for the decision by the Trust’s Board of Trustees to approve the investment management agreement with AXA Equitable is available in the Trust’s Annual Report to Shareholders for the fiscal period ended December 31, 2008.

 

Management Fees

 

The Portfolio pays a fee to the Manager for management services. The table below shows the annual rate of the management fees (as a percentage of the Portfolio’s average daily net assets) that the Manager received in 2008 for managing the Portfolio and the rate of the management fees waived by the Manager in 2008 in accordance with the provisions of the Expense Limitation Agreement, as defined directly below, between the Manager and the Trust with respect to the Portfolio.

 

Management Fees Paid by the Portfolio in 2008

 

Portfolios    Annual
Rate
Received
   Rate of Fees
Waived and
Expenses
Reimbursed

EQ/AXA Franklin Templeton Founding Strategy Core

          %           %

 

AXA Equitable also currently serves as the Administrator of the Trust. The administrative services provided to the Trust by AXA Equitable include, among others, coordination of the Trust’s audit, financial statements and tax returns; expense management and budgeting; legal administrative services and compliance monitoring; portfolio accounting services, including daily net asset value accounting; operational risk management; and oversight of the Trust’s proxy voting policies and procedures and anti-money laundering program. For administrative services, in addition to the management fee, the Portfolio pays AXA Equitable a fee at an annual rate equal to 0.15% of the Portfolio’s average daily net assets plus $35,000. As noted in the prospectus for each Franklin Templeton Underlying Portfolio, AXA Equitable and its affiliates serve as investment manager and administrator for the Franklin Templeton Underlying Portfolios, and earn fees for providing services in these capacities, which are in addition to the fees directly associated with the Portfolio. The Manager’s selection of Franklin Templeton Underlying Portfolios may have a positive or negative effect on its revenues and/or profits.

 

Expense Limitation Agreement

 

In the interest of limiting until April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) the expenses of the Portfolio, the Manager has entered into an expense limitation agreement with the Trust with respect to the Portfolio (“Expense Limitation Agreement”). Pursuant to that Expense Limitation Agreement, the Manager has agreed to waive or limit its management, administrative and other fees and to assume other expenses so that the total annual operating expenses of the Portfolio (other than interest, taxes, brokerage commissions, fees and expenses of the Franklin Templeton Underlying Portfolios, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course of the Portfolio’s business) are limited to the following respective expense ratios:

 

Expense Limitation Provisions

 

      

Total Expenses
Limited to

   (% of daily net assets)   

Portfolio    Class IA
Shares
   Class IB
Shares

EQ/AXA Franklin Templeton Founding Strategy Core Portfolio

   0.15%    0.40%

 

The Manager may be reimbursed the amount of any such payments or waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waivers being made, and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. If the actual expense ratio is less than the expense cap and the Manager has recouped any eligible previous payments or waivers made, the Portfolio will be charged such lower expenses.

 

16   Management of the Trust   EQ Advisors Trust


 

Legal Proceeding

 

Franklin, Franklin Mutual, Franklin Advisers and Templeton

 

In 2003 and 2004, multiple lawsuits were filed against Franklin Resources, Inc., and certain of its investment adviser subsidiaries, among other defendants, alleging violations of federal securities and state laws and seeking, among other relief, monetary damages, restitution, removal of fund trustees, directors, investment managers, administrators, and distributors, rescission of management contracts and 12b-1 plans, and/or attorneys’ fees and costs. Specifically, the lawsuits claim breach of duty with respect to alleged arrangements to permit market timing and/or late trading activity, or breach of duty with respect to the valuation of the portfolio securities of certain Templeton funds managed by Franklin Resources, Inc. subsidiaries, allegedly resulting in market timing activity. The lawsuits are styled as class actions, or derivative actions on behalf of either the named funds or Franklin Resources, Inc. and have been consolidated for pretrial purposes along with hundreds of other similar lawsuits against other mutual fund companies. All of the Franklin Templeton Investments mutual funds that were named in the litigation as defendants have since been dismissed, as have the independent trustees to those funds.

 

Franklin Resources, Inc. previously disclosed these private lawsuits in its regulatory filings and on its public website. Any material updates regarding these matters will be disclosed in Franklin Resources, Inc.’s Form 10-Q or Form 10-K filings with the U.S. Securities and Exchange Commission.

 

EQ Advisors Trust   Management of the Trust   17


4. Fund distribution arrangements

 

 

 

The Trust offers two classes of shares on behalf of the Portfolio: Class IA shares and Class IB shares. AXA Advisors, LLC (“AXA Advisors”) and AXA Distributors, LLC (“AXA Distributors”) serve as the distributors for the Class IA and Class IB shares of the Trust. Both classes of shares are offered and redeemed at their net asset value without any sales load. AXA Advisors and AXA Distributors are affiliates of AXA Equitable. Both AXA Advisors and AXA Distributors are registered as broker-dealers under the Securities Exchange Act of 1934 and are members of the Financial Industry Regulatory Authority, Inc.

 

The Trust has adopted a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act for the Trust’s Class IB shares. Under the Class IB Distribution Plan, the Class IB shares of the Trust are charged an annual fee to compensate each of the distributors for promoting, selling and servicing shares of the Portfolios. The annual fee currently equals 0.25% (subject to a 0.50% maximum under the Distribution Plan) of the Portfolio’s average daily net assets attributable to Class IB shares. Because these fees are paid out of the Portfolio’s assets on an ongoing basis, over time, the fees will increase your cost of investing and may cost you more than other types of charges.

 

The distributors may receive payments from certain Advisers of the Franklin Templeton Underlying Portfolios or their affiliates to help defray expenses for sales meetings or seminar sponsorships that may relate to the Contracts and/or the Advisers’ Franklin Templeton Underlying Portfolios. These sales meetings or seminar sponsorships may provide the Advisers with increased access to persons involved in the distribution of the Contracts. The distributors also may receive marketing support from the Advisers in connection with the distribution of the Contracts.

 

18   Fund distribution arrangements   EQ Advisors Trust


5. Buying and selling shares

 

 

 

All shares are purchased and sold at their net asset value without any sales load. All redemption requests will be processed, and payment with respect thereto will normally be made, within seven days after tender. The Portfolio reserves the right to suspend or change the terms of purchasing or selling shares.

 

The Trust may suspend the right of redemption for any period or postpone payment for more than seven days when the New York Stock Exchange is closed (other than a weekend or holiday) or when trading is restricted by the SEC or the SEC declares that an emergency exists. Redemptions may also be suspended and payments may be postponed for more than seven days during other periods permitted by the SEC. The Portfolio may pay the redemption price in whole or part by a distribution in kind of readily marketable securities in lieu of cash, or may take up to seven days to pay a redemption request in order to raise capital when it is detrimental for the Portfolio to make cash payments, as determined in the sole discretion of AXA Equitable.

 

Frequent transfers or purchases and redemptions of Portfolio shares, including market timing and other program trading or short-term trading strategies, may be disruptive to the Portfolio. Excessive purchases and redemptions of shares of the Portfolio may adversely affect Portfolio performance and the interests of long-term investors by requiring the Portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, the Portfolio may have to sell its holdings to have the cash necessary to redeem the market timer’s shares. This can happen when it is not advantageous to sell any securities, so the Portfolio’s performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because the Portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of Portfolio shares may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to affect more frequent purchases and sales of portfolio securities. Similarly, the Portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. To the extent the Portfolio invests in Franklin Templeton Underlying Portfolios that invest a significant portion of their assets in foreign securities (which would include each Franklin Templeton Underlying Portfolio), the securities of small- and mid-capitalization companies ( e.g., the EQ/AXA Mutual Shares Core and EQ/AXA Templeton Growth Core Portfolios) or high-yield bond securities ( e.g., EQ/AXA Franklin Income Core and EQ/Mutual Shares Core Portfolios), it will tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than a portfolio that does not. Securities trading in overseas markets present time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. market. Securities of small- and mid-capitalization companies and high-yield securities also present arbi trage opportunities because the market for such securities may be less liquid than the market for the securities of larger companies and higher quality bonds which could result in pricing inefficiencies.

 

The Trust’s Board of Trustees has adopted policies and procedures regarding disruptive transfer activity. The Trust and the Portfolio discourage frequent purchases and redemptions of Portfolio shares by Contractholders and will not make special arrangements to accommodate such transactions in Portfolio shares. As a general matter, the Portfolio and the Trust reserve the right to reject a transfer that they believe, in their sole discretion, is disruptive (or potentially disruptive) to the management of the Portfolio.

 

The Trust’s policies and procedures seek to discourage what it considers to be disruptive trading activity. The Trust seeks to apply its policies and procedures to all Contractholders uniformly. It should be recognized, however, that such policies and procedures are subject to limitations:

 

 

They do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity.

 

 

The design of such policies and procedures involves inherently subjective judgments, which AXA Equitable, on behalf of the Trust, seeks to make in a fair and reasonable manner consistent with the interests of all Contractholders.

 

 

The limits on AXA Equitable’s ability to monitor certain potentially disruptive transfer activity means that some Contractholders may be treated differently than others, resulting in the risk that some Contractholders may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity.

 

If AXA Equitable, on behalf of the Trust, determines that a Contractholder’s transfer patterns among the Trust’s portfolios are disruptive to the portfolios, it may, among other things, restrict the availability of personal telephone requests, facsimile transmissions, automated telephone services, internet services and any electronic transfer services. AXA Equitable may also refuse to act on transfer instructions of an agent acting under a power of attorney who is acting on behalf of more than one owner. In making these determinations, AXA Equitable may consider the combined transfer activity of Contracts that it believes are under common ownership, control or direction.

 

The Trust currently considers transfers into and out of (or vice versa) the same portfolio within a five-business day period as potentially disruptive transfer activity. In order to reduce disruptive activity, it monitors the frequency of transfers, including the size of transfers in relation to portfolio assets, in the Portfolio. The Trust aggregates inflows or outflows for the Portfolio on a daily basis. When a potentially disruptive transfer into or out of the Portfolio occurs on a day when the Portfolio’s net inflows and outflows exceed an established monitoring threshold, AXA Equitable sends a letter to the Contractholder explaining that there is a policy against disruptive transfer activity and that if such activity con-

 

EQ Advisors Trust   Buying and selling shares   19


 

tinues, AXA Equitable may take action to restrict the availability of voice, fax and automated transaction services. If such Contractholder is identified a second time as engaging in potentially disruptive transfer activity, AXA Equitable currently restricts the availability of voice, fax and automated transaction services. AXA Equitable currently applies such action for the remaining life of each affected Contract. Because AXA Equitable exercises discretion in determining whether or not to take the actions discussed above, some Contractholders may be treated differently than others, resulting in the risk that some Contractholders may be able to engage in frequent transfer activity while others will bear the effect of the frequent transfer activity. Although AXA Equitable currently provides a letter to Contractholders who have engaged in disruptive transfer activity of its intention to restrict access to communication services, AXA Equitable may not continue to provide such letters. Consistent with seeking to discourage potentially disruptive transfer activity, AXA Equitable or the Trust may also, in its sole discretion and without further notice, change what it considers potentially disruptive transfer activity and its monitoring procedures and thresholds, as well as change its procedures to restrict this activity. You should consult the Contract prospectus that accompanies this Prospectus for information on other specific limitations on the transfer privilege.

 

The above policies and procedures with respect to frequent transfers or purchases and redemptions of Portfolio shares also apply to retirement plan participants, but do not apply to AXA Equitable’s funds of funds.

 

Notwithstanding our efforts, we may be unable to detect or deter market timing activity by certain persons, which can lead to disruption of management of, and excess costs to, a particular Portfolio.

 

20   Buying and selling shares   EQ Advisors Trust


6. How portfolio shares are priced

 

 

 

“Net asset value” is the price of one share of the Portfolio without a sales charge, and is calculated each business day using the following formula:

 

Net Asset Value =   Total market value
of securities
  +   Cash and
other assets
    Liabilities
                             
  Number of outstanding shares        

 

The net asset value of the Portfolio’s shares is determined according to this schedule:

 

 

A share’s net asset value is determined as of the close of regular trading on the New York Stock Exchange (“Exchange”) on the days the Exchange is open for trading. This is normally 4:00 p.m. Eastern Time.

 

 

The price for purchasing or redeeming a share will be based upon the net asset value next calculated after an order is received and accepted by the Portfolio or its designated agent.

 

 

The Portfolio may have net asset value changes on days when shares cannot be purchased or sold because it invests in Franklin Templeton Underlying Portfolios that may invest heavily in foreign securities, which sometimes trade on days when the Portfolio’s and the Franklin Templeton Underlying Portfolios’ shares are not priced.

 

Shares of the Franklin Templeton Underlying Portfolios held by the Portfolio are valued at their respective net asset values. Generally, other portfolio securities and assets of the Portfolio as well as portfolio securities and assets held by the Franklin Templeton Underlying Portfolios are valued as follows:

 

 

Equity securities (including securities issued by exchange-traded funds (“ETFs”)) – most recent sales price or official closing price or if there is no sale or official closing price, latest available bid price.

 

 

Debt securities (other than short-term obligations) – based upon pricing service valuations.

 

 

Short-term obligations (with maturities of 60 days or less) – amortized cost (which approximates market value).

 

 

Securities traded on foreign exchanges – most recent sales or bid price on the foreign exchange or market, unless a significant event or circumstance occurs after the close of that market or exchange that will materially affect its value. In that case, fair value as determined by or under the direction of the Trust’s Board of Trustees at the close of regular trading on the Exchange. Foreign currency is converted into U.S. dollar equivalent daily at current exchange rates.

 

 

Options – last sales price or, if not available, previous day’s sales price. If the bid price is higher or the asked price is lower than the last sales price, the higher bid or the lower asked price may be used. Options not traded on an exchange or actively traded are valued according to fair value methods.

 

 

Futures – last sales price or, if there is no sale, latest available bid price.

 

 

Investment Company Securities – shares of open-end mutual funds (other than ETFs) held by the Portfolio or Franklin Templeton Underlying Portfolios will be valued at the net asset value of the shares of such funds as described in the funds’ prospectuses.

 

 

Other Securities – other securities and assets for which market quotations are not readily available or for which valuation cannot be provided are valued at their fair value as determined in good faith under the direction of the Board of Trustees of the Trust. For example, a security whose trading has been halted during the trading day may be fair valued based on the available information at the time of the close of the trading market. Similarly, securities for which there is no ready market ( e.g. , securities of certain small capitalization issuers and certain issuers located in emerging markets) also may be fair valued. Some methods for valuing these securities may include: fundamental analysis (earnings multiple, etc.), matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities.

 

Events or circumstances affecting the values of portfolio securities that occur between the closing of their principal markets and the time the net asset value is determined, such as foreign securities trading on foreign exchanges that close before the time the net asset value of portfolio shares is determined, may be reflected in the Trust’s calculations of net asset values for each applicable portfolio when the Trust deems that the particular event or circumstance would materially affect such portfolio’s net asset value. Such events or circumstances may be company specific, such as an earning report, country or region specific, such as a natural disaster, or global in nature. Such events or circumstances also may include price movements in the U.S. securities markets.

 

The effect of fair value pricing as described above is that securities may not be priced on the basis of quotations from the primary market in which they are traded, but rather may be priced by another method that the Trust’s Board of Trustees believes reflects fair value. As such, fair value pricing is based on subjective judgments and it is possible that fair value may differ materially from the value realized on a sale. This policy is intended to assure that each portfolio’s net asset value fairly reflects security values as of the time of pricing. Also, fair valuation of a portfolio’s securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of a portfolio’s NAV by those traders.

 

EQ Advisors Trust   How portfolio shares are priced   21


7. Dividends and other distributions and tax consequences

 

 

 

Dividends and Other Distributions

 

The Portfolio generally distributes most or all of its net investment income and its net realized gains, if any, annually. Dividends and other distributions are automatically reinvested at net asset value in shares of the Portfolio.

 

Tax Consequences

 

The Portfolio is treated as a separate corporation, and intends to continue to qualify to be treated as a regulated investment company, for federal tax purposes. The Portfolio will be so treated if it meets specified federal income tax rules, including requirements regarding types of investments, limits on investments, types of income, and distributions. A regulated investment company is not taxed at the entity (Portfolio) level to the extent it passes through its net income and gains to its shareholders by making distributions. Although the Trust intends that the Portfolio will be operated to have no federal tax liability, if the Portfolio does have any federal tax liability such liability would hurt its investment performance. Also, to the extent the Portfolio invests in foreign securities or holds foreign currencies, it could be subject to foreign taxes that could reduce its investment performance.

 

It is important for the Portfolio to maintain its regulated investment company status (and to satisfy certain other requirements), because the shareholders of the Portfolio that are insurance company separate accounts will then be able to use a ”look-through” rule in determining whether the Contracts indirectly funded by the Portfolio meet the investment diversification rules for separate accounts. If the Portfolio failed to meet those diversification rules, owners of non-pension plan Contracts funded through the Portfolio would be taxed immediately on the accumulated investment earnings under their Contracts and would lose any benefit of tax deferral. AXA Equitable, in its capacity as Manager and administrator of the Trust, therefore carefully monitors the Portfolio’s compliance with all of the regulated investment company rules and separate account investment diversification rules.

 

Contract holders seeking to more fully understand the tax consequences of their investment should consult with their tax advisers or the insurance company that issued their Contract or refer to their Contract prospectus.

 

22   Dividends and other distributions and tax consequences   EQ Advisors Trust


8. Glossary of Terms

 

 

 

Bid price — The price a prospective buyer is ready to pay. This term is used by traders who maintain firm bid and offer prices in a given security by standing ready to buy or sell security units at publicly quoted prices.

 

Derivative — A financial instrument whose value and performance are based on the value and performance of another security or financial instrument.

 

Diversification — The strategy of investing in a wide range of companies to reduce the risk if an individual company suffers losses.

 

Duration — A measure of how much a bond’s price fluctuates with changes in comparable interest rates.

 

Fundamental analysis — An analysis of the balance sheet and income statements of a company in order to forecast its future stock price movements. Fundamental analysis considers past records of assets, earnings, sales, products, management and markets in predicting future trends in these indicators of a company’s success or failure. By appraising a company’s prospects, analysts using such an approach assess whether a particular stock or group of stocks is undervalued or overvalued at its current market price.

 

Interest rate — Rate of interest charged for the use of money, usually expressed as an annual rate.

 

Market capitalization — Market price of a company’s shares multiplied by number of shares outstanding. A common measure of the relative size of a company.

 

Net asset value (NAV) — The market value of one share of a Portfolio on any given day without taking into account any sales charges. It is determined by dividing a Portfolio’s total net assets by the number of shares outstanding.

 

Value investing — An investment style that focuses on companies that may be temporarily out of favor or have earnings or assets not fully reflected in their stock prices.

 

Volatility — The general variability of a Portfolio’s value resulting from price fluctuations of its investments. In most cases, the more diversified a Portfolio is, the less volatile it will be.

 

Yield — The rate at which a Portfolio earns income, expressed as a percentage. Mutual fund yield calculations are standardized, based upon a formula developed by the Securities and Exchange Commission.

 

EQ Advisors Trust   Glossary of Terms   23


9. Financial Highlights

 

 

 

The financial highlights table is intended to help you understand the financial performance for the Trust’s Class IA and Class IB shares. The financial information in the table below is for the period of the Portfolio’s operations. The financial information below for the Class IA and Class IB shares has been derived from the financial statements of the Trust, which have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. PricewaterhouseCoopers LLP’s report on the Trust’s financial statements as of December 31, 2008 and the financial statements themselves appear in the Trust’s Annual Report.

 

Certain information reflects financial results for a single Portfolio share. The total returns in the tables represent the rate that a shareholder would have earned (or lost) on an investment in the Portfolio (assuming reinvestment of all dividends and other distributions). The total return figures shown below do not reflect any separate account or Contract fees and charges. The total return figures would be lower if they did reflect such fees and charges. The information should be read in conjunction with the financial statements contained in the Trust’s Annual Report which are incorporated by reference into the Trust’s Statement of Additional Information (SAI) and available upon request.

 

EQ/AXA Franklin Templeton Founding Strategy Core Portfolio

 

24   Financial Highlights   EQ Advisors Trust


 

 

 

If you would like more information about the Portfolio, the following documents are available free upon request. The Trust does not have a website available for accessing such information.

 

Annual and Semi-Annual Reports — Include more information about the Portfolio’s investments and performance. The reports usually include performance information, a discussion of market conditions and the investment strategies that affected the Portfolio’s performance during the last fiscal year.

 

Statement of Additional Information (SAI) — Provides more detailed information about the Portfolio, has been filed with the SEC and is incorporated into this Prospectus by reference.

 

Portfolio Holdings Disclosure — A description of the Portfolio’s policies and procedures with respect to the disclosure of its portfolio securities holdings is available in the Portfolio’s SAI.

 

To order a free copy of the Portfolio’s SAI and/or Annual and Semi-Annual Report, or request other information about the Portfolio, or make shareholder inquiries, contact your financial professional, or the Portfolio at:

 

EQ Advisors Trust

1290 Avenue of the Americas

New York, New York 10104

Telephone: 1-877-222-2144

 

EQ/Advisors Trust currently does not maintain a website where investors can access the SAI or Shareholder Reports.

 

Your financial professional or EQ Advisors Trust will also be happy to answer your questions or

to provide any additional information that you may require.

 

Information about the Portfolio (including the SAI) can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. Reports and other information about the Portfolio is available on the EDGAR database on the SEC’s Internet site at:

 

http://www.sec.gov.

 

Investors may also obtain this information, after paying a duplicating fee, by electronic request at the following

E-mail address:

publicinfo@sec.gov or by writing the SEC’s

Public Reference Section

Washington, D.C. 20549-0102

 

EQ Advisors Trust

 

(Investment Company Act File No. 811-07953)

 

© 2009 EQ Advisors Trust


EQ Advisors Trust SM

 

Prospectus dated May 1, 2009

 

 

 

This Prospectus describes one (1) Portfolio* offered by EQ Advisors Trust and the Class IA and Class IB shares offered by the Trust on behalf of the Portfolio that you can choose as an investment alternative. This Prospectus contains information you should know before investing. Please read this Prospectus carefully before investing and keep it for future reference.

 

EQ/International ETF Portfolio

 

  * This Portfolio may not be available as an investment in your variable life or annuity product or under your retirement plan. Please consult your product prospectus or retirement plan documents to see which Portfolios are available under your contract or plan.

 

 

The Securities and Exchange Commission has not approved or disapproved the Portfolio’s shares or determined if this Supplement is accurate or complete. Anyone who tells you otherwise is committing a crime.

 

Class IA/IB

(34139)

EQ Advisors Trust


Overview

 

 

 

EQ ADVISORS TRUST

 

EQ Advisors Trust (the “Trust”) consists of sixty-[        ] (6  ) distinct mutual funds, each with its own investment strategy and risk/reward profile. This Prospectus describes the Class IA and Class IB shares of one (1) of the Trust’s Portfolios. The Trust has adopted a Distribution Plan pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”), for the Trust’s Class IB shares. The Portfolio is a diversified portfolio. Information on the Portfolio, including investment objectives, investment strategies and investment risks can be found on the pages following this Overview. In addition, a Glossary of Terms is provided at the back of the accompanying Prospectus.

 

The Trust’s shares are currently sold only to insurance company separate accounts in connection with variable life insurance contracts and variable annuity certificates and contracts (the “Contracts”) issued by AXA Equitable Life Insurance Company (“AXA Equitable”), AXA Life and Annuity Company, other affiliated or unaffiliated insurance companies and to The AXA Equitable 401(k) Plan (“AXA Equitable Plan”). Shares also may be sold to other tax-qualified retirement plans and to other series of the Trust and to series of AXA Premier VIP Trust, a separate registered investment company managed by AXA Equitable that currently sells its shares to such accounts and plans. This Prospectus is designed to help you make informed decisions about the Portfolio that is available under your Contract or under the Equitable Plan or other retirement plan. You will find information about your Contract and how it works in the prospectus for the Contracts if you are a Contractholder or participant of a retirement plan under a Contract. Please read that prospectus carefully and retain it for future reference.

 

AXA Equitable, through its AXA Funds Management Group unit (the “Manager”), is the investment manager to the Portfolio.

 

The day-to-day management of the Portfolio is provided by the Manager. Information regarding the Manager is included under “Management of the Trust — The Manager” in this Prospectus. The Manager may hire investment sub-advisers (“Advisers”) to provide day-to-day portfolio management for the Portfolio in the future. The Manager has been granted relief by the Securities and Exchange Commission (“SEC”) to appoint, dismiss and replace Advisers and amend advisory agreements subject to the approval of the Trust’s Board of Trustees and without obtaining shareholder approval (the “Multi-Manager Order”). The Manager also may allocate a Portfolio’s assets to additional Advisers subject to approval of the Board of Trustees. If a new Adviser is retained for the Portfolio, shareholders would receive notice of such action. However, the Manager may not enter into an advisory agreement with an “affiliated person” of the Manager (as that term is defined in the 1940 Act) (“Affiliated Adviser”), such as Alliance Bernstein L.P. or AXA Rosenberg Investment Management LLC, unless the advisory agreement with the Affiliated Adviser is approved by the affected Portfolio’s shareholders.

 

The co-distributors of the Portfolio are AXA Advisors, LLC and AXA Distributors, LLC.

 

An investment in the Portfolio is not a deposit of a bank and is not insured or guaranteed by the Federal Deposit Insurance Corporation or any other government agency. Because you could lose money by investing in the Portfolio, be sure to read all risk disclosures carefully before investing.

 

 

2   Overview   EQ Advisors Trust


Table of contents

 

 

 

1.    About the Investment Portfolio

   4

EQ/International ETF Portfolio

   5

2.    More Information on Risks and the Underlying ETFs

   9

Risks

   9

Information Regarding the Underlying ETFs

   14

3.    Management of the Trust

   19

The Trust

   19

The Manager

   19

Management Fees

   19

Expense Limitation Agreement

   19

4.    Fund Distribution Arrangements

   20

5.    Buying and Selling Shares

   21

6.    How Portfolio Shares are Priced

   23

7.    Dividends and Other Distributions and Tax Consequences

   24

8.    Glossary of Terms

   25

9.    Financial Highlights

   26

 

EQ Advisors Trust   Table of contents   3


1. About the investment portfolio

 

 

 

This section of the Prospectus provides a more complete description of the principal investment objective, strategies, and risks of the EQ/International ETF Portfolio (the “Portfolio”). Of course, there can be no assurance that the Portfolio will achieve its investment objective. The investment objectives and policies of the Portfolio (except where otherwise noted) are not fundamental policies and may be changed without a shareholder vote.

 

As more fully described on the following pages, the EQ/International ETF Portfolio has a policy that it will invest at least 80% of its net assets in exchange traded securities of other investment companies. This policy may not be changed without providing at least sixty (60) days’ written notice to the shareholders of the Portfolio.

 

Please note that:

 

 

Additional information regarding the principal risks is included in the section “More Information on Risks and the Underlying ETFs — Risks,” which follows the description of the Portfolio in this section of the Supplement. In addition, the investment objective, principal investment strategy and a list of the principal investment risks of each of the Underlying ETFs is included in the section “More Information on Risks and the Underlying ETFs — Information Regarding the Underlying ETFs.”

 

 

Additional information concerning the Portfolio’s strategies, investments, and risks can also be found in the Trust’s Statement of Additional Information.

 

4   About the investment portfolio   EQ Advisors Trust


EQ/International ETF Portfolio

 

INVESTMENT OBJECTIVE: Seeks long-term capital appreciation.

 

THE INVESTMENT STRATEGY

 

Under normal market conditions, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in exchange traded securities of other investment companies (“exchange traded funds” or “ETFs”). The Portfolio invests primarily in ETFs that, in turn, invest substantially all of their assets in equity securities of foreign companies. The Portfolio may invest in ETFs that invest in securities of companies of any size located in developed and emerging markets throughout the world. The Portfolio invests its assets in ETFs in accordance with weightings determined by the Manager and generally will be broadly diversified among various geographic regions.

 

ETFs are investment companies whose shares are listed and traded on U.S. stock exchanges or otherwise traded in the over-the-counter market and may be purchased and sold throughout the trading day based on their market price. Generally, each ETF seeks to track a securities index or a basket of securities that an “index provider” (such as Standard & Poor’s, Russell or MSCI) selects as representative of a market, market segment, industry sector, country or geographic region. An ETF portfolio generally holds the same stocks or bonds as the index it tracks (or it may hold a representative sample of such securities). Accordingly, each ETF is designed so that its performance will correspond closely with that of the index it tracks. By investing in the Portfolio, you will indirectly bear fees and expenses charged by the ETFs in which the Portfolio invests in addition to the Portfolio’s direct fees and expenses.

 

AXA Equitable believes that investments in ETFs provide the Portfolio with a cost-effective means of creating a portfolio that provides investors with exposure to a broad range of international equity securities. The ETFs in which the Portfolio may invest are referred to herein as the “Underlying ETFs.”

 

AXA Equitable uses a two-stage asset allocation process to create an investment portfolio of ETFs for the Portfolio. The first stage involves a strategic asset allocation that is intended to provide the Portfolio with broad exposure to international markets. At this stage, AXA Equitable decides what portion of the Portfolio’s investable assets should be invested in various geographic regions. AXA Equitable makes this determination using a proprietary investment process, based on fundamental research regarding the investment characteristics of the various regions, as well as its outlook for international economies and financial markets. AXA Equitable determines, monitors and may periodically adjust asset allocations based on its analysis of data relating to the U.S. and international economies, securities markets and various segments within those markets.

 

The second stage of this process involves the selection of Underlying ETFs within each of the geographic regions identified as a result of the first stage of the investment process. AXA Equitable seeks to select Underlying ETFs that represent investments in one or more countries that are expected to outperform the Portfolio’s benchmark over the intermediate term. In selecting the Underlying ETFs, AXA Equitable analyzes many factors, including the Underlying ETF’s investment objectives, total return, portfolio holdings, volatility and expenses as well as quantitative and qualitative data regarding the market segments and economies of the country or countries represented in the Underlying ETF’s portfolio of investments.

 

The table below lists the ETFs in which the Portfolio currently may invest. The list of Underlying ETFs may change from time to time at the Manager’s discretion. The Portfolio will not necessarily invest in every Underlying ETF at one time.

 

iShares ® FTSE/Xinhua China 25 Index Fund

iShares ® MSCI Australia Index Fund

iShares ® MSCI Austria Investable Market Index Fund

iShares ® MSCI Belgium Investable Market Index Fund

iShares ® MSCI Brazil Index Fund

iShares ® MSCI BRIC Index Fund

iShares ® MSCI Canada Index Fund

iShares ® MSCI EAFE Growth Index Fund

iShares ® MSCI EAFE Index Fund

iShares ® MSCI EAFE Value Index Fund

iShares ® MSCI Emerging Markets Index Fund

iShares ® MSCI France Index Fund

iShares ® MSCI Germany Index Fund

iShares ® MSCI Hong Kong Index Fund

iShares ® MSCI Italy Index Fund

iShares ® MSCI Japan Index Fund

iShares MSCI Malaysia Index Fund

iShares ® MSCI Mexico Investable Market Index Fund

iShares ® MSCI Netherlands Investable Market Index Fund

iShares ® MSCI Pacific ex-Japan Index Fund

iShares ® MSCI Singapore Index Fund

iShares ® MSCI South Africa Index Fund

Ishares ® MSCI South Korea Index Fund

iShares ® MSCI Spain Index Fund

iShares ® MSCI Sweden Index Fund

iShares ® MSCI Taiwan Index Fund

iShares MSCI Thailand Investable Market Index Fund

iShares MSCI Turkey Investable Market Index Fund

iShares ® MSCI United Kingdom Index Fund

iShares ® S&P Europe 350 Index Fund

iShares ® S&P Latin America 40 Index Fund

iShares ® S&P/TOPIX 150 Index Fund

 

iShares ® is a registered trademark of Barclays Global Investors, N.A. (“BGI”). Neither BGI nor the iShares ® Funds make any representations regarding the advisability of investing in any of the funds listed above.

 

The Portfolio also may hold cash or cash equivalents (instead of being allocated to an Underlying ETF) as deemed appropriate by the Manager for temporary defensive purposes to respond to adverse market, economic or political conditions, or as a cash reserve. Should the Portfolio

 

EQ Advisors Trust   About the investment portfolio   5


EQ/International ETF Portfolio (continued)

 

take this action, it may not achieve its investment objective. The Portfolio also may hold U.S. government securities and money market instruments directly for investment or other appropriate purposes. In addition, the Portfolio may purchase and sell stock index, foreign currency and interest rate futures contracts and options on such contracts, as well as forward foreign currency exchange contracts.

 

Please note that an investor in the Portfolio bears both the expenses of the Portfolio as well as the indirect expenses associated with the Underlying ETFs. Therefore, an investor may be able to realize lower aggregate expenses by investing directly in the Underlying ETFs of the Portfolio instead of in the Portfolio itself. However, the Underlying ETFs are not available as investment options under the Contracts and an investor who chooses to invest directly in the Underlying ETFs would not receive the asset allocation and rebalancing services provided by AXA Equitable.

 

Limitations on Investing in Other Investment Companies

 

Generally, under the 1940 Act, the Portfolio may not acquire shares of another investment company (including Underlying ETFs and other registered investment companies) if, immediately after such acquisition, the Portfolio and its affiliated persons (i) would hold more than 3% of such other investment company’s total outstanding shares, (ii) would have invested more than 5% of its total assets in such other investment company, or (iii) would have invested more than 10% of its total assets in investment companies. The SEC has granted orders for exemptive relief to certain ETFs that permit investments in those ETFs by other investment companies (such as the Portfolio) in excess of these limits. The Portfolio’s ability to invest in Underlying ETFs will be severely constrained unless the Underlying ETFs have received such an order from the SEC and the Underlying ETF and the Portfolio take appropriate steps to comply with certain terms and conditions in such order.

 

The SEC has issued such an exemptive order to the ETFs in which the Portfolio may invest (iShares Trust and iShares, Inc.), which permits investment companies (such as the Portfolio) to invest in such ETFs beyond the limitations in the 1940 Act, subject to certain terms and conditions. Under the order, the Portfolio generally may acquire up to 25% of the assets of each Underlying ETF.

 

The Manager will waive fees otherwise payable to it by the Portfolio in an amount at least equal to any compensation (including fees received pursuant to any plan adopted by an Underlying ETF under rule 12b-1 under the 1940 Act) received from an Underlying ETF by the Manager, or an affiliated person of the Manager, in connection with the investment by the Portfolio in the Underlying ETF. With respect to registered separate accounts that invest in the Portfolio, no sales load will be charged at the Portfolio level or at the Underlying ETF level. Other sales charges and service fees, as defined in Rule 2830 of the Conduct Rules of the Financial Industry Regulatory Authority, Inc. (“FINRA”), if any, will only be charged at the Portfolio level or at the Underlying ETF level,

not both. With respect to other investments in the Portfolio, any sales charges and/or service fees charged with respect to shares of the Portfolio will not exceed the limits applicable to funds of funds set forth in Rule 2830 of the Conduct Rules of the FINRA.

 

To the extent other ETFs obtain similar exemptive relief from the SEC, the Portfolio may seek to qualify to invest in such other ETFs in excess of the limits set forth in the 1940 Act. If such relief is granted by the SEC, the Portfolio may invest its assets in any Underlying ETF, subject to certain terms and conditions to be contained in the order granting such relief.

 

To the extent the limits of the 1940 Act apply to certain Underlying ETFs, such limitations may prevent the Portfolio from allocating its investments in the manner that the Manager considers optimal. The Portfolio invests substantially all of its assets in Underlying ETFs. Accordingly, the Portfolio’s performance depends upon a favorable allocation among the Underlying ETFs as well as the ability of the Underlying ETFs to generate favorable performance.

 

THE PRINCIPAL RISKS

 

An investment in the Portfolio is not guaranteed; you may lose money by investing in the Portfolio. When you sell your shares of the Portfolio, they could be worth more or less than what you paid for them.

 

This Portfolio invests primarily in equity securities, therefore, its performance may go up or down depending on general equity market conditions. Performance also may be affected by one or more of the following risks. Additional information regarding the risks of investing in the Portfolio are described in detail in the section “More Information on Risks and the Underlying ETFs.”

 

The principal risks presented by the Portfolio are:

 

 

Market Risk: The Underlying ETFs’ share prices, and thus the share price of the Portfolio, can fall, sometimes rapidly and unpredictably, because of weakness in the broad market, a particular industry, or specific holdings. The market as a whole can decline for many reasons, including adverse political or economic developments here or abroad, changes in investor psychology, or heavy institutional selling. The prospects for an industry or company may deteriorate because of a variety of factors, including disappointing earnings or changes in the competitive environment. In addition, AXA Equitable’s assessment of the companies in the Underlying ETFs may prove incorrect, resulting in losses or poor performance even in a rising market.

 

 

Portfolio Management Risk: The risk that AXA Equitable’s selection of the Underlying ETFs, and its allocation and reallocation of portfolio assets among the Underlying ETFs, may not produce the desired results. The Manager selects particular securities in seeking to achieve the Portfolio’s objective within its overall strategy. The securities selected for the Portfolio may not perform as well as other securities that were not selected for the Portfolio. As a result, the Portfolio may underperform other funds with the same objective or in the same asset class.

 

6   About the investment portfolio   EQ Advisors Trust


 

 

Risks of Investing in Exchange-Traded Funds: Since the Portfolio invests directly in the Underlying ETFs, all risks associated with the eligible Underlying ETFs apply to the Portfolio. The principal risks of investing in the Underlying ETFs include the following, which are described in more detail in the section “More Information on Risks and the Underlying ETFs”:

 

Asset Class Risk

Concentration Risk

Currency Risk

Custody Risk

Derivatives Risk

Equity Risk

European Economic Risks

Focused Portfolio Risk

Foreign Securities Risk

Inactive Market Risk

Investment Company Risk

Investment Style Risk

Issuer Risk

Large-Cap Company Risk

Legal Enforcement of Shareholder Rights Risk

 

Leveraging Risk

Liquidity Risk

Management Risk

Market Risk

Market Trading Risks

Net Asset Value Risk

Opportunity Risk

Passive Investment Risk

Secondary Market Trading Risks

Security Risk

Small- and Mid-Cap Company Risk

Tracking Error Risk

Underlying ETF Management Risk

Trading Risk

Valuation Risk

 
 
 
 
 
 
 

 

PORTFOLIO PERFORMANCE

 

The bar chart below illustrates the Portfolio’s annual total returns for the Portfolio’s first calendar year of operations. The inception date for this Portfolio is August 25, 2006. The table below shows the Portfolio’s average annual total returns for the past one year and since inception through December 31, 2008 and compares the Portfolio’s performance to the returns of a broad-based index. Past performance is not an indication of future performance.

 

Both the bar chart and table assume reinvestment of dividends and other distributions. The performance results do not reflect any insurance and Contract-related fees and expenses, which would reduce the performance results.

 

Calendar Year Annual Total Return — Class IA

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
6.32% (2007 2nd Quarter)      –2.16% (2007 4th Quarter)

 

Calendar Year Annual Total Return — Class IB

 

LOGO

 

Best quarter (% and time period)      Worst quarter (% and time period)
6.15% (2007 2nd Quarter)      –2.28% (2007 4th Quarter)

 

Average Annual Total Returns
       One Year      Since
Inception

EQ/International ETF
Portfolio — Class IA Shares

               %                  %

EQ/International ETF
Portfolio — Class IB Shares

   %      %

MSCI EAFE Index†

   %      %
  For more information on this index, see the following section “More Information on Risks and the Underlying ETFs.”

 

PORTFOLIO FEES AND EXPENSES

 

The following table describes the fees and expenses that you may pay if you buy and hold shares of the Portfolio. The table below does not reflect any Contract-related fees and expenses, which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.

 

There are no fees or charges to buy or sell shares of the Portfolio, re-invest dividends and other distributions or exchange into other Portfolios.

 

Annual Portfolio Operating Expenses

(expenses that are deducted from Portfolio assets)

EQ/International ETF Portfolio

  Class IA Shares   Class IB Shares

Management Fee

  0.40%   0.40%

Distribution and/or service (12b-1) fees

  None  

0.25%†

Other Expenses

          %           %

Acquired Fund Fees and Expenses (Underlying ETFs)*

          %           %

Total Annual Portfolio Operating Expenses

          %           %

Less Waivers/Expense Reimbursements**

          %           %

Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses** , ***

          %           %
  The maximum distribution and/or service (12b-1) fee for the Portfolio’s Class IB shares is equal to an annual rate of 0.50% of the average daily net assets attributable to the Portfolio’s Class IB shares. Under an arrangement approved by the Trust’s Board of Trustees, the distribution and/or service (12b-1) fee currently is limited to an annual rate of 0.25% of the average daily net assets attributable to the Portfolio’s Class IB shares. This arrangement will be in effect at least until April 30, 2010.

 

EQ Advisors Trust   About the investment portfolio   7


EQ/International ETF Portfolio (continued)

 

*   The Portfolio invests in shares of Underlying ETFs, which are considered to be investment companies. Therefore, the Portfolio will, in addition to its own expenses such as management fees, bear its pro rata share of the fees and expenses incurred by the Underlying ETFs and the investment return of the Portfolio will be reduced by each Underlying ETF’s expenses.
**   Pursuant to a contract, the Manager has agreed to waive or limit its management, administrative and other fees to limit the expenses of the Portfolio until April 30, 2010 (“Expense Limitation Agreement”) (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) so that the Net Operating Expenses of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, expenses of the investment companies in which the Portfolio invests and extraordinary expenses) do not exceed 0.40% for Class IA shares and 0.65% for Class IB shares. The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments or waivers are reimbursed within three years of the payment or waiver being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. The Manager may discontinue these arrangements at any time after April 30, 2010. For more information on the Expense Limitation Agreement, see “Management of the Trust – Expense Limitation Agreement.”
***    A portion of the brokerage commissions that the Portfolio pays is used to reduce the Portfolio’s expenses. Including this reduction, the Net Annual Portfolio Operating Expenses and Acquired Fund Fees and Expenses for the Portfolio would be         % for Class IA shares and         % for Class IB shares.

 

Example

 

This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other investment options.

 

The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, that your investment has a 5% return each year, that the Portfolio’s operating expenses (and the expenses of the Underlying ETFs incurred indirectly) remain the same, and that the expense limitation arrangement currently in place is not renewed. This Example should not be considered a representation of past or future expenses of the Portfolio. Actual expenses may be higher or lower than those shown. The costs in this Example would be the same whether or not you redeemed all of your shares at the end of these periods. This Example does not reflect any Contract-related fees and expenses. If such fees and expenses were reflected, the total expenses would be substantially higher. Similarly, the annual rate of return assumed in the Example is not an estimate or guarantee of future investment performance. Based on these assumptions your costs would be:

 

       Class IA
Shares
   Class IB
Shares

1 Year

   $      $  

3 Years

   $      $  

5 Years

   $      $  

10 Years

   $             $         

 

WHO MANAGES THE PORTFOLIO

 

AXA Equitable, through its AXA Funds Management Group unit (“AXA FMG”), 1290 Avenue of the Americas, New York, New York 10104, manages the Portfolio. As of December 31, 200  , AXA Equitable had approximately $         billion in assets under management.

 

A committee of AXA FMG investment personnel manages the Portfolio. Kenneth Kozlowski serves as the lead portfolio manager of the committee with primary responsibility for day-to-day management of the Portfolio. Xavier Poutas assists the lead portfolio manager with day-to-day management of the Portfolio but does not have joint and primary responsibility for management of the Portfolio.

 

Kenneth T. Kozlowski, CFP ® , CHFC, CLU has served as Vice President of AXA Equitable from February 2001 to present. He has had primary responsibility for the asset allocation, fund selection and rebalancing of AXA Equitable’s funds of funds since 2003 and for the Portfolio since its inception. Prior to June 1, 2007, Mr. Kozlowski served as Chief Financial Officer of the Trust since December 2002.

 

Xavier Poutas, CFA ® joined AXA FMG in October 2004 as a Fund Administrator and was involved in the implementation of the asset allocation strategy for AXA Equitable’s funds of funds. Mr. Poutas assists in portfolio analysis and portfolio performance evaluation with respect to the Portfolio.

 

The Statement of Additional Information provides additional information about the lead Portfolio Manager’s compensation, other accounts managed by the Portfolio Manager and the Portfolio Manager’s ownership of shares of the Portfolio to the extent applicable.

 

8   About the investment portfolio   EQ Advisors Trust


2. More information on risks and the Underlying ETFs

 

 

 

Risks

 

The Portfolio follows a distinct set of investment strategies. The Portfolio invests primarily in Underlying ETFs that invest substantially all of their assets in equity securities of foreign companies. Thus, the performance of the Portfolio will be subject to the risks of investing in equity securities of foreign companies. The Portfolio also may hold U.S. government securities and money market instruments directly for investment or other appropriate purposes. The Underlying ETFs have principal investment strategies that come with inherent risks. Certain Underlying ETFs may emphasize different market sectors, such as securities in specific geographic regions. Each Underlying ETF’s principal risks are described in more detail in the Underlying ETF’s prospectus.

 

There is no guarantee that the Portfolio will achieve its investment objective or that it will not lose value.

 

Risks Associated with Underlying ETFs: Because the Portfolio invests in Underlying ETFs, the return on your investment will be based on the risks and rewards of the Underlying ETFs’ investments:

 

Asset Class Risk: There is the risk that the returns from the types of securities in which the Underlying ETFs invest will underperform the general securities markets or different asset classes. Different types of securities and asset classes tend to go through cycles of outperformance and underperformance in comparison to the general securities markets.

 

Capital Controls Risk: Volatility in the exchange rate of the currency and general economic deterioration of a country may lead its government to impose and then reverse stringent capital controls, prohibit repatriation of capital and an indefinitely prohibit free transfers of securities.

 

Commodity Exposure Risk: Underlying ETFs may invest in countries whose agricultural and mining sectors account for the majority of exports. These countries may be particularly susceptible to fluctuations in the commodity markets and, in particular, in the price and demand for agricultural products and natural resources.

 

Concentration Risk: Risks involved to the extent that the Underlying ETFs’ Index is concentrated in the securities of companies in a particular market, industry or group of industries. Such Underlying ETF may be adversely affected by the performance of those securities.

 

Custody Risk: The risks involved in the process of clearing and settling trades and holding securities with local agents and depositaries. The less developed a country’s securities market is, the greater the likelihood of custody problems occurring.

 

Derivatives Risk: An investment in derivatives may rise or fall more rapidly than other investments. These transactions are subject to changes in the value of the underlying security on which such transactions are based. Even a small investment in derivative securities can have a significant impact on a fund’s exposure to stock market values, interest rates or currency exchange rates. Derivatives are subject to a number of risks, such as liquidity risk, interest rate risk, market risk, credit risk and fund management risk. They also involve the risk of mispricing or improper valuation and the risk that changes in the value of a derivative may not correlate well with the underlying asset, reference rate or index. When a derivative security (a security whose value is based on another security or index) is used as a hedge against an offsetting position that a portfolio also holds, any loss generated by the derivative security should be substantially offset by gains on the hedged instrument, and vice versa. To the extent that a portfolio uses a derivative security for purposes other than as a hedge, that portfolio is directly exposed to the risks of that derivative security and any loss generated by the derivative security will not be offset by a gain.

 

Futures and Options Risk: To the extent an Underlying ETF uses futures and options, it is exposed to additional volatility and potential losses.

 

Economic Risks. The performance of the economy in each of the countries and regions in which the Underlying ETFs invest could have a large impact on the Underlying Portfolios. Economic events in any one country or region can have a significant economic effect on the country or region as well as on major trading partners outside the region.

 

   

Asian Economic Risk: Certain Asian economies have experienced over-extension of credit, currency devaluations and restrictions, high unemployment, high inflation, decreased exports and economic recessions.

 

   

Australasia Economic Risk: The economies of Australasia, which includes Australia and New Zealand, are dependent on exports from the agricultural and mining sectors. This makes Australasian economies susceptible to fluctuations in the commodity markets.

 

   

Central and South American Economic Risk: High interest, inflation, and unemployment rates characterize the economies in some Central and South American countries. Commodities represent a significant percentage of the region’s exports, as a result, the economies in the region can experience significant volatility.

 

   

European Economic Risk: The Economic and Monetary Union of the European Union (“EU”) requires compliance with restrictions on inflation rates, deficits, interest rates, debt levels and fiscal and monetary controls, each of which may significantly affect every country in Europe.

 

   

North American Economic Risk: Since the implementation of the North American Free Trade Agreement (“NAFTA”) in 1994 among Canada, the U.S. and Mexico, total two-way merchandise trade between the United States and Canada has

 

EQ Advisors Trust   More information on risks and the Underlying ETFs   9


 

 

more than doubled. To further this relationship, the three NAFTA countries entered into The Security and Prosperity Partnership of North America in March 2005. Any downturn in the economic activity in any of these three countries will have an adverse impact on the economy of the other two.

 

Equity Risk: Stocks and other equity securities generally fluctuate in value more than bonds and may decline in value over short or over extended periods. The value of such securities will change based on changes in a company’s financial condition and in overall market and economic conditions.

 

Focused Portfolio Risk: Underlying ETFs that invest in the securities of a limited number of companies may incur more risk because changes in the value of a single security may have a more significant effect, either positive or negative, on the Underlying ETF’s net asset value.

 

Foreign Securities Risk: An Underlying ETF’s investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities that can adversely affect the Underlying ETF’s performance. Foreign markets, particularly emerging markets, may be less liquid, more volatile and subject to less government supervision than domestic markets. The value of an Underlying ETF’s investment may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. There may be difficulties enforcing contractual obligations, and it may take more time for trades to clear and settle. An Underlying ETF, and by extension the Portfolio, may be subject to the following risks associated with investing in foreign securities:

 

Currency Risk: The risk that fluctuations in currency exchange rates will negatively affect securities denominated in, and/or receiving revenues in, foreign currencies. Adverse changes in currency exchange rates (relative to the U.S. dollar) may erode or reverse any potential gains from the Underlying ETF’s investment in securities denominated in a foreign currency or may widen existing losses.

 

Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Generally, economic structures in these countries are less diverse and mature than those in developed countries, and their political systems are less stable. Investments in emerging market countries may be affected by national policies that restrict foreign investment in certain issuers or industries. The small size of their securities markets and low trading volumes can make investments illiquid and more volatile than investments in developed countries and such securities may be subject to abrupt and severe price declines.

 

Settlement Risk: Settlement and clearance procedures in certain foreign markets differ significantly from those in the United States. Foreign settlement and clearance procedures and trade regulations also may involve certain risks (such as delays in payment for or delivery of securities) not typically associated with the settlement of U.S. investments.

 

At times, settlements in certain foreign countries have not kept pace with the number of securities transactions. These problems may make it difficult for an Underlying ETF to carry out transactions, resulting in losses to the Portfolio. If an Underlying ETF cannot settle or is delayed in settling a purchase of securities, it may miss attractive investment opportunities and certain of its assets may be uninvested with no return earned thereon for some period. If the Underlying ETF cannot settle or is delayed in settling a sale of securities, it may lose money if the value of the security then declines or, if it has contracted to sell the security to another party, the Underlying ETF could be liable for any losses incurred. These losses would affect the value of the Underlying ETF and consequently affect the net asset value of the Portfolio.

 

Geographic Risk: The economies and financial markets of certain regions, such as Latin America and the Pacific region, can be highly interdependent and may decline all at the same time. In addition certain markets in which the Underlying ETFs invest are prone to natural disasters such as earthquakes, volcanoes, droughts or tsunamis and are economically sensitive to environmental events.

 

Political/Economic Risk: Changes in economic and tax policies, government instability, war or other political or economic actions or factors may have an adverse effect on the Underlying ETF’s foreign investments.

 

Regulatory Risk: Less information may be available about foreign companies. In general, foreign companies are not subject to uniform accounting, auditing and financial reporting standards or to other regulatory practices and requirements as are U.S. companies.

 

Depositary Receipts: An Underlying ETF may invest in securities of foreign issuers in the form of depositary receipts or other securities that are convertible into securities of foreign issuers. American Depositary Receipts are receipts typically issued by an American bank or trust company that evidence underlying securities issued by a foreign corporation. European Depositary Receipts (issued in Europe) and Global Depositary Receipts (issued throughout the world) each evidence a similar ownership arrangement. An Underlying ETF may invest in unsponsored depositary receipts. The issuers of unsponsored depositary receipts are not obligated to disclose information that is, in the United States, considered material. Therefore, there may be less information available regarding these issuers and there may not be a correlation between such information and the market value of the depositary receipts. Depositary receipts

 

10   More information on risks and the Underlying ETFs   EQ Advisors Trust


 

are generally subject to the same risks as the foreign securities that they evidence or into which they may be converted.

 

Transaction Costs Risk: The costs of buying and selling foreign securities, including tax, brokerage and custody costs, generally are higher than those involving domestic transactions.

 

Government Regulation Risk. An investment may be affected by government regulation.

 

Inactive Market Risk. Although the Underlying ETFs are listed for trading on national securities exchanges and certain foreign exchanges, there can be no assurance that an active trading market for the shares of the Underlying ETFs will develop or be maintained. The lack of liquidity in an Underlying ETF can result in its value being more volatile than the underlying portfolio of securities. Secondary market trading in shares of Underlying ETFs may be halted by a national securities exchange because of market conditions or for other reasons. In addition, trading in these shares is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules. There can be no assurance that the requirements necessary to maintain the listing of the shares will continue to be met or will remain unchanged.

 

Investment Company Risk. The Portfolio indirectly bears fees and expenses charged by the Underlying ETFs in which it invests in addition to the Portfolio’s direct fees and expenses. Therefore, the cost of investing in the Portfolio may be higher than the cost of investing in mutual funds that invest directly in individual stocks and bonds. In addition, an Underlying ETF may change its investment objectives or policies without the approval of the Portfolio. If that were to occur, the Portfolio might be forced to withdraw its investment from the Underlying ETF at a time that is unfavorable to the Portfolio.

 

Investment Style Risk: An Underlying ETF may follow an index that invests in securities classified as representing a particular style or set of styles, such as “growth” or “value” styles. These styles may be out of favor or may not produce the best results over short or longer time periods. They may also increase the volatility of the Underlying ETF’s share price:

 

Growth Investing Risk: Growth investing generally focuses on companies that, due to their strong earnings and revenue potential, offer above-average prospects for capital growth, with less emphasis on dividend income. Earnings predictability and confidence in earnings forecasts are an important part of the selection process. As a result, the price of growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Advisers using this approach generally seek out companies experiencing some or all of the following: high sales growth, high unit growth, high or improving returns on assets and equity, and a strong balance sheet. Such advisers also prefer companies with a competitive advantage such as unique management, marketing or research and development. Growth investing is also subject to the risk that the stock price of one or more companies will fall or will fail to appreciate as anticipated by the Advisers, regardless of movements in the securities market. Growth stocks tend to be more volatile than value stocks, so in a declining market, their prices may decrease more than value stocks in general.

 

Value Investing Risk: Value investing attempts to identify strong companies selling at a discount from their perceived true worth. Advisers using this approach generally select stocks at prices that, in their view, are temporarily low relative to the company’s earnings, assets, cash flow and dividends. Value investing is subject to the risk that the stocks’ intrinsic value may never be fully recognized or realized by the market, or their prices may go down. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced. Value investing generally emphasizes companies that, considering their assets and earnings history, are attractively priced and may provide dividend income.

 

Issuer Risk: The performance of the Underlying ETFs depends on the performance of individual companies in which the Underlying ETFs invest.

 

Lack of Natural Resources Risk: Underlying ETFs may invest in countries with no natural resources that is reliant on imports for its commodities needs. Any fluctuations or shortages in the commodity markets could have a negative impact on the country’s economy.

 

Large-Cap Company Risk: Larger more established companies may be unable to respond quickly to new competitive challenges such as changes in technology and consumer tastes. Many larger companies also may not be able to attain the high growth rate of successful smaller companies, especially during extended periods of economic expansion.

 

Legal Enforcement of Shareholder Rights Risk: In countries other than the U.S., legal principles relating to corporate affairs and the validity of corporate procedures, directors’ fiduciary duties and liabilities may differ from those that may apply in the U.S. An Underlying Portfolio may have more difficulty asserting its rights as a stockholder of a non-U.S. company than it would as a stockholder of a comparable U.S. company.

 

Leveraging Risk: When an Underlying ETF borrows money or otherwise leverages their holdings, the value of an investment in that Underlying ETF will be more volatile and all other risks will tend to be compounded. The Underlying ETF may take on leveraging risk by investing in collateral from securities loans and by borrowing money to meet redemption requests.

 

Liquidity Risk: Certain securities held by an Underlying ETF may be difficult (or impossible) to sell at the time and at the price the seller would like. The Underlying ETF may have to hold these securities longer than it

 

EQ Advisors Trust   More information on risks and the Underlying ETFs   11


 

would like and may forego other investment opportunities. There is the possibility that an Underlying ETF may lose money or be prevented from earning capital gains if it cannot sell a security at the time and price that is most beneficial to the Underlying ETF.

 

Management Risk: To the extent the managers of the Underlying ETFs do not fully replicate their respective underlying index, the Portfolio may not achieve its intended results.

 

Market Risk: Each Underlying ETF’s NAV will react to securities market movements. There may be fluctuations in the Underlying ETF’s NAV in response to short-term or long term market movements.

 

Market Trading Risks:

 

   

Absence of Active Market: there can be no assurance that an active trading market for the shares of an Underlying ETF will develop or be maintained.

 

   

Costs of Buying or Selling Underlying ETF Shares: When buying or selling Underlying ETF shares through a broker, the Portfolio will incur a brokerage commission or other charges imposed by brokers as determined by that broker. In addition, the Portfolio may incur the cost of the difference between what professional investors are willing to pay for Underlying ETF shares and the price at which they are willing to sell Underlying ETF shares. Because of these costs, frequent trading may detract significantly from investment results.

 

   

Lack of Market Liquidity: secondary market trading for the shares of an Underlying ETF may be halted by a national securities exchange because of market conditions or for other reasons. In addition, trading in the shares of Underlying ETFs is subject to trading halts caused by extraordinary market volatility pursuant to “circuit breaker” rules. There can be no assurance that the requirements necessary to maintain the listing of the shares of an Underlying ETF will continue to be met or will remain unchanged.

 

   

Risks of Secondary Listings: The shares of an Underlying ETF may be listed or traded on U.S. and non-U.S. stock exchanges other than the U.S. stock exchange where the Underlying ETF’s primary listing is maintained. There can be no assurance that the Underlying ETF’s shares will continue to meet the requirements for listing or trading on any exchange or in any market. The Underlying ETF’s shares may be less actively traded in certain markets than others, and investors are subject to the execution and settlement risks and market standards of the market where they or their broker direct their trades. Certain information available to investors who trade Fund shares on a U.S. stock exchange during regular market hours may not be available to investors who trade in other markets, which may result in secondary market prices in such markets being less efficient.

 

   

Shares of the Underlying ETFs May Trade at Prices other than Net Asset Value: The shares of an Underlying ETF may trade at, or below their NAV. The NAV of shares of an Underlying ETF will fluctuate with changes in the market value of such Underlying ETF’s holdings. The trading prices of an Underlying ETF’s shares will fluctuate in accordance with changes in its NAV as well as market supply and demand.

 

Non-Diversification Risk. A non-diversified Underlying ETF generally may invest a larger percentage of its assets in the securities of a smaller number of issuers. As a result the Underlying ETF may be more susceptible to risks associated with these companies or to a single economic, political or regulatory occurrence affecting these companies.

 

Net Asset Value Risk. The market price of an Underlying ETF may be different from its net asset value ( i.e. , the Underlying ETF may trade at a discount or premium to its net asset value). The performance of the Portfolio could be adversely impacted.

 

Opportunity Risk. The risk of missing out on an investment opportunity because the assets necessary to take advantage of it are tied up in less profitable investments.

 

Passive Investment Risk . Most ETFs are not actively managed. Each Underlying ETF invests in the securities included in, or representative of, its underlying index regardless of their investment merit or market trends. In addition, the Underlying ETFs do not change their investment strategies to respond to changes in the economy. This means that an Underlying ETF may be particularly susceptible to a general decline in the market segment relating to the underlying index.

 

Privatization Results Risk. Some countries in which the Underlying ETFs invest may be in the process of privatization of certain entities and industries. Historically, investors in newly privatized entities have, at times, suffered losses in the face of adverse regulatory decisions or the sharp depreciation of currencies. There is no assurance that such losses will not recur.

 

Reliance on Trading Partners Risk: The economies of many countries in which the Underlying ETF invests are highly dependent on trade with certain key trading partners. Reduction in spending on products and services by these key trading partners, institution of tariffs or other trade barriers or a slowdown in the economies of key trading partners may adversely affect the performance of any company in which the Underlying ETF invests and have a material adverse effect on the Underlying ETF’s performance.

 

Secondary Market Trading Risk: Shares of the Underlying Portfolios may trade in the secondary market on days when the Underlying Portfolios do not accept orders to purchase or redeem shares. On such days, shares may trade in the secondary market with more significant premiums or discounts than might be experienced on days when the Underlying Portfolios accept purchase and redemption orders.

 

Security Risk: The risk that the value of a security may fluctuate, sometimes rapidly and unpredictably based upon a change in a company’s financial condition as well as overall market and economic conditions.

 

12   More information on risks and the Underlying ETFs   EQ Advisors Trust


 

Small-Cap and/or Mid-Cap Company Risk: An Underlying ETF’s investments in small-cap and mid-cap companies may involve greater risks than investments in larger, more established issuers. Smaller companies generally have narrower product lines, more limited financial resources and more limited trading markets for their stock, as compared with larger companies. Their securities may be less well known and trade less frequently and in more limited volume than the securities of larger, more established companies. In addition, small-cap and mid-cap companies are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of small company stocks tend to rise and fall in value more frequently than the stocks of larger companies. Although investing in small-cap and mid-cap companies offers potential for above-average returns, the companies may not succeed and the value of their stock could decline significantly. In general, these risks are greater for small-capitalization companies than for mid-capitalization companies.

 

Structural Risks: Certain countries in which the Underlying ETF invests have experience currency devaluations, substantial rates of inflation or economic recessions, causing a negative effect on their economies and securities markets. These risks may also include political and social risks, expropriation risk, large government debt risk and economic and currency risk.

 

Tracking Error Risk: Imperfect correlation between each Underlying ETF’s securities and those in the index it seeks to track, rounding of prices, changes to the indices and regulatory policies may cause an Underlying ETF’s performance to not match the performance of its index.

 

Trading Risk: Disruptions to creations and redemptions may result in trading prices that differ significantly from their NAV.

 

Underlying ETF Management Risk: No Underlying ETF fully replicates its index, and an Underlying ETF may hold securities not included in the index. Therefore, there is a risk that the investment strategy of the manager of each Underlying ETF may not produce the intended results.

 

Valuation Risk. Because foreign exchanges may be open on days when the Underlying ETF does not price its shares, the value of the securities in the Underlying ETF’s portfolio may change on days when the Portfolio will not be able to purchase or sell shares of the Underlying Portfolio.

 

An Underlying ETF may be subject to certain additional risks as discussed in its iShares Prospectus.

 

Other Investment Risks:

 

Portfolio Turnover Risk: The Portfolio does not restrict the frequency of trading to limit expenses. The Portfolio may engage in active and frequent trading of portfolio securities to achieve its principal investment strategies. Frequent trading can result in a portfolio turnover in excess of 100% in any given fiscal year (high portfolio turnover). High portfolio turnover may result in increased transaction costs to the Portfolio and its shareholders, which would reduce investment returns.

 

Securities Lending Risk: For purposes of realizing additional income, the Portfolio may lend securities to broker-dealers approved by the relevant Board of Trustees. Generally any such loan of portfolio securities will be continuously secured by collateral at least equal to the value of the security loaned. Such collateral will be in the form of cash, marketable securities issued or guaranteed by the U.S. Government or its agencies, or a standby letter of credit issued by qualified banks. Loans will only be made to firms deemed by the Manager to be of good standing and will not be made unless, in the judgment of the Adviser, the consideration to be earned from such loans would justify the risk. Underlying ETFs may also lend securities. For specific information with respect to an Underlying ETF’s policies, please see the Underlying ETF’s prospectus and SAI. The risks in lending portfolio securities consist of possible delay in receiving additional collateral or in the recovery of the securities, possible loss of rights in the collateral should the borrower fail financially or a decline in the value of the collateral held by the Portfolio.

 

Benchmarks

 

The performance of the Portfolio as shown in the section “About the Investment Portfolio” is compared to that of a broad-based securities market index, an index of funds with similar investment objectives and/or a blended index. The Portfolio’s annualized rates of return are net of: (i) its investment management fees; and (ii) its other expenses. These rates are not the same as the actual return you would receive under your Contract.

 

Broad-based securities indices are unmanaged and are not subject to fees and expenses typically associated with managed investment company portfolios. Broad-based securities indices are also not subject to contract and insurance-related expenses and charges. Investments cannot be made directly in a broad-based securities index. Comparisons with these benchmarks, therefore, are of limited use. They are included because they are widely known and may help you to understand the universe of securities from which each Portfolio is likely to select its holdings.

 

MSCI EAFE ® Index (Europe, Australasia, Far East) contains a market capitalization weighted sampling of securities deemed by Morgan Stanley Capital International (“MSCI”) to be representative of the market structure of the developed equity markets in Europe, Australasia and the Far East. To construct the MSCI EAFE, MSCI targets at least 60% coverage of the market capitalization of each industry within each country in the MSCI EAFE. Companies with less than 40% of their market capitalization publicly traded are float-adjusted to include only a fraction of their market capitalization in the broader MSCI EAFE index. MSCI EAFE Index returns assume dividends reinvested net of withholding taxes and do not reflect any fees or expenses.

 

EQ Advisors Trust   More information on risks and the Underlying ETFs   13


Information Regarding the Underlying ETFs

 

The following is additional information regarding the Underlying ETFs. If you would like more information about the Underlying ETFs, their Prospectuses and Statements of Additional Information are available by contacting your financial professional.

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

iShares ® MSCI Australia Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Australia Index.   The Fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the Australian Market

iShares ® MSCI Canada Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Canada Index.   The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the Canadian Market

•  Risks Specific to the North American Economy

iShares ® MSCI France Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the French market, as measured by the MSCI France Index.   The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the French Market

iShares ® MSCI Germany Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the German market, as measured by the MSCI Germany Index.   The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the German Market

iShares ® MSCI Netherlands Index Fund   Seeks investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the Dutch market, as measured by the MSCI Netherlands Investable Market Index.   The Fund will normally invest at least 80% of its assets in the securities of its Underlying Index and ADRs based on securities of its Underlying Index. The Fund uses a representative sampling indexing strategy to try to achieve the Fund’s investment objective.  

•  Foreign Securities Risk

•  Risks Specific to the Dutch Market

iShares ® MSCI Japan Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the Japanese market, as measured by the MSCI Japan Index.   The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the Japanese Market

iShares ® MSCI Spain Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the Australian market, as measured by the MSCI Spanish Index.   The Fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the Spain Market

 

14   More information on risks and the Underlying ETFs   EQ Advisors Trust


Information Regarding the Underlying ETFs (continued)

 

Portfolio   Investment
Objective
 

Principal

Investment Strategy

 

Principal

Investment Risks

iShares ® MSCI EAFE Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of the MSCI EAFE Index.   The index was developed as an equity benchmark for international stock performance. The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

iShares ® MSCI EAFE Growth Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of the MSCI EAFE Growth Index.   The index is a subset of the MSCI EAFE Index and consists of securities classified by MSCI as most representing the growth style. The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Growth Investing Risk

iShares ® MSCI EAFE Value Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of the MSCI EAFE Value Index.   The index is a subset of the MSCI EAFE Index and consists of securities classified by MSCI as most representing the value style. The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Value Investing Risk

iShares ® MSCI Pacific ex-Japan Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Pacific Free ex-Japan Index. The index consists of stocks in the Australia, Hong Kong, New Zealand and Singapore markets.   The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the Markets of the Pacific Region

•  Geographic Risk

iShares ® S&P Europe 350 Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of the Standard & Poor’s Europe 350 Index.   The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the European Market

•  Geographic Risk

iShares ® S&P Latin America 40 Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of the Standard & Poor’s Latin America 40 Index.   The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the Latin American Market

•  Geographic Risk

iShares ® S&P/TOPIX 150 Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of the Standard & Poor’s/Tokyo Stock Price 150 Index.   The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the Japanese Market

•  Geographic Risk

iShares ® MSCI United Kingdom Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the British market, as measured by the MSCI United Kingdom Index.   The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the British Market

 

EQ Advisors Trust   More information on risks and the Underlying ETFs   15


Information Regarding the Underlying ETFs (continued)

 

ETF   Investment
Objective
 

Principal

Investment Strategy

  Principal
Investment Risks
iShares FTSE/Xinhua China 25 Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of the FTSE/Xinhua China 25 Index.   The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the Chinese Market

•  Geographic Risk

iShares MSCI Emerging Markets Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of the MSCI Emerging Markets Index.   The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Emerging Markets Risk

•  Geographic Risk

iShares MSCI Hong Kong Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Hong Kong Index.   The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Emerging Markets Risk

•  Geographic Risk

•  Risks specific to the Hong Kong market

iShares MSCI Singapore Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of the MSCI Singapore Index.   The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Emerging Markets Risk

•  Geographic Risk

iShares MSCI South Africa Fund   Seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI South Africa Index.   The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the South African Market

iShares MSCI South Korea Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the South Korean market, as measured by the MSCI South Korea Index.   The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the South Korean Market

iShares MSCI Taiwan Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the Taiwanese market, as measured by the MSCI Taiwan Index.   The fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the Taiwanese Market

 

16   More information on risks and the Underlying ETFs   EQ Advisors Trust


Information Regarding the Underlying ETFs (continued)

 

ETF  

Investment

Objective

  Principal
Investment Strategy
  Principal
Investment Risks
iShares MSCI Brazil Index Fund   The Fund seeks to provide investment results that correspond generally to the price and yield performance of the MSCI Brazil Index.   The Fund uses a representative sampling indexing strategy to try to track the index.  

•  Central and South American Economic Risks

•  Emerging Markets Risk

•  General Risk

•  Economic Risk

•  Political and Social Risk

•  Non-Diversification Risk

•  Risks of Privatization Results

•  Structural Risks

•  Currency Risk

•  Large Government Debt Risk

iShares MSCI Italy Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance of publicly traded securities in the aggregate in the Italian marked, as measured by the MSCI Italy Index.   The Fund uses a representative sampling indexing strategy to try to track the Index.  

•  Reliance on Exports Risk

•  European Economic Risk

•  Risk of Uncertainty of European Union

•  Structural Risks

•  Political and Social Risk

•  Government Spending and Economic Debt

iShares MSCI Mexico Investable Market Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Mexico Investable Market Index.   The Fund uses a representative sampling indexing strategy to manage the Fund.  

•  Emerging Markets Risk

•  Non-Diversification Risk

•  U.S. Economic Risk

•  Structural Risks

•  Political Risk

•  Currency Instability Risk

•  Central and South American Fund Risk

•  Commodity Exposure Risk

iShares MSCI BRIC Index Fund   The Fund seeks investment results that correspond generally to the price and yield performance of the MSCI BRIC Index.   The Fund uses a representative sampling indexing strategy to try to track the index.  

•  Structural Risks

•  Political and Social Risk

•  Expropriation Risk

•  Large Government Debt Risk

•  Economic and Currency Risk

•  Reliance on Exports Risk

•  Asian Economic Risk

•  European Economic Risk

•  Central and South American Regional Economic Risk

•  U.S. Economic Risk

•  Commodity Exposure Risk

•  Geographic Risk

iShares MSCI Austria Index Fund   The Fund seeks to provide investment results that correspond generally to the price and yield performance of the MSCI Austria Index.   The Fund uses a representative sampling indexing strategy to manage the index.  

•  Reliance on Exports Risk

•  European Economic Risk

•  Risk of Uncertainty of European Union

iShares MSCI Belgium Index Fund   The Fund seeks to provide investment results that correspond generally to the price and yield performance of the MSCI Belgium Investable Market Index.   The Fund uses a representative sampling indexing strategy to manage the index.  

•  Reliance on Exports Risk

•  European Economic Risk

•  Risk of Uncertainty of European Union

•  Lack of Natural Resources Risk

 

EQ Advisors Trust   More information on risks and the Underlying ETFs   17


Information Regarding the Underlying ETFs (continued)

 

ETF  

Investment

Objective

  Principal
Investment Strategy
  Principal
Investment Risks
iShares MSCI Sweden Index Fund   The Fund seeks to provide investment results that correspond generally to the price and yield performance of the MSCI Sweden Index.   The Fund uses a representative sampling indexing strategy to manage the index.  

•  Reliance on Exports Risk

•  European Economic Risk

•  Structural Risk

•  Commodity Exposure Risk

iShares MSCI Malaysia Index Fund   Seeks to provide investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Malaysia Index.   The Fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the Malaysian Market

•  Capital Controls Risk

iShares MSCI Turkey Investable Market Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of publicly traded securities in the MSCI Turkey Investable Market Index.   The Fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the Turkish Market

iShares MSCI Thailand Investable Market Index Fund   Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of publicly traded securities in the MSCI Thai Investable Market Index.   The Fund uses a representative sampling strategy to try to track the index.  

•  Foreign Securities Risk

•  Risks Specific to the Thai Market

 

18   More information on risks and the Underlying ETFs   EQ Advisors Trust


3. Management of the Trust

 

 

 

This section gives you information on the Trust and the Manager of the Portfolio. More detailed information concerning the Manager is included in the description for the Portfolio in the section “About the Investment Portfolio.”

 

The Trust

 

The Trust is organized as a Delaware statutory trust and is registered with the SEC as an open-end management investment company. The Trust’s Board of Trustees is responsible for the overall management of the Trust and the Portfolios. The Trust issues shares of beneficial interest that are currently divided among sixty-[        ] (6[  ]) Portfolios, each of which has authorized Class IA and Class IB shares. This Prospectus describes the Class IA and Class IB shares of one (1) Portfolio. The Portfolio has its own objective, investment strategies and risks, which have been previously described in this Prospectus.

 

The Manager

 

AXA Equitable, through its AXA Funds Management Group unit (the “Manager”), 1290 Avenue of the Americas, New York, New York 10104, currently serves as the Manager of the Trust. AXA Equitable is a wholly owned subsidiary of AXA Financial, Inc., a subsidiary of AXA, a French insurance holding company.

 

The Manager has a variety of responsibilities for the general management and administration of the Trust and the Portfolio. In addition to its managerial responsibilities, the Manager also is responsible for determining the strategic asset allocation for the Portfolio and the selection of Underlying ETFs in which the Portfolio will invest. The Manager will make these determinations and engage in periodic rebalancing of the Portfolio’s investments using the Manager’s proprietary investment process, based on fundamental research regarding the investment characteristics of the geographic regions and Underlying ETFs, as well as its outlook for the economy and financial markets.

 

A discussion of the basis for the decision by the Trust’s Board of Trustees to approve the management agreement with AXA Equitable is available in the Trust’s Annual Report to Shareholders for the fiscal year ended December 31, 2008.

 

Management Fees

 

The Portfolio pays a fee to the Manager for management services. The table below shows the annual rate of the management fees (as a percentage of the Portfolio’s average daily net assets) that the Manager received in 2008 for managing the Portfolio and the rate of the management fees waived by the Manager in 2008 in accordance with the provisions of the Expense Limitation Agreement, as defined directly below, between the Manager and the Trust with respect to the Portfolio.

 

Management Fees Paid by the Portfolio in 2008

 

Portfolios    Annual
Rate
Received
   Rate of Fees
Waived and
Expenses
Reimbursed

EQ/International ETF

           %            %

 

AXA Equitable also currently serves as the Administrator of the Trust. The administrative services provided to the Trust by AXA Equitable include, among others, coordination of the Trust’s audit, financial statements and tax returns; expense management and budgeting; legal administrative services and compliance monitoring; portfolio accounting services, including daily net asset value accounting; operational risk management; and oversight of the Trust’s proxy voting policies and procedures and anti-money laundering program. For administrative services, in addition to the management fee, the Portfolio pays AXA Equitable an annual fee of $30,000 plus its proportionate share of an asset-based administration fee for the Trust. The Trust’s asset-based administration fee is equal to an annual rate of 0.12% of the first $3 billion of total Trust average daily net assets (exclusive of certain portfolios), 0.11% of the next $3 billion, 0.105% of the next $4 billion, 0.10% of the next $20 billion and 0.0975% thereafter. The excluded Portfolios are: All Asset Allocation Portfolio, EQ/Franklin Templeton Founding Strategy Portfolio, EQ/International Core PLUS Portfolio, EQ/Mid Cap Value PLUS Portfolio, EQ/Large Cap Core PLUS Portfolio, EQ/Large Cap Growth PLUS Portfolio EQ/Large Cap Value PLUS Portfolio and EQ/Quality Bond PLUS Portfolio and the Crossings Allocation Portfolios.

 

Expense Limitation Agreement

 

In the interest of limiting until April 30, 2010 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) the expenses of the Portfolio, the Manager has entered into an expense limitation agreement with the Trust with respect to the Portfolio (“Expense Limitation Agreement”). Pursuant to that Expense Limitation Agreement, the Manager has agreed to waive or limit its management, administrative and other fees and to assume other expenses so that the total annual operating expenses of the Portfolio (other than interest, taxes, brokerage commissions, expenses of underlying ETFs, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course of the Portfolio’s business) are limited to the following respective expense ratios:

 

Expense Limitation Provisions

 

Portfolio    Total Expenses
Limited to
(% of daily net assets)
       Class IA    Class IB

EQ/International ETF Portfolio

   0.40%    0.65%

 

The Manager may be reimbursed the amount of any such payments or waivers in the future provided that the payments are reimbursed within three years of the payment being made and the combination of the Portfolio’s expense ratio and such reimbursements do not exceed the Portfolio’s expense cap. If the actual expense ratio is less than the expense cap and the Manager has recouped any eligible previous payments or waivers made, the Portfolio will be charged such lower expenses.

 

EQ Advisors Trust   Management of the Trust   19


4. Fund distribution arrangements

 

 

 

The Trust offers two classes of shares on behalf of the Portfolio: Class IA shares and Class IB shares. AXA Advisors, LLC (“AXA Advisors”) and AXA Distributors, LLC (“AXA Distributors”) serve as the distributors for the Class IA and Class IB shares of the Trust offered by this Prospectus. Both classes of shares are offered and redeemed at their net asset value without any sales load. AXA Advisors and AXA Distributors are affiliates of AXA Equitable. Both AXA Advisors and AXA Distributors are registered as broker-dealers under the Securities Exchange Act of 1934, as amended, and are members of FINRA.

 

The Trust has adopted a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act for the Trust’s Class IB shares. Under the Class IB Distribution Plan, the Class IB shares of the Trust are charged an annual fee to compensate each of the distributors for promoting, selling and servicing shares of the Portfolio. The annual fee currently equals 0.25% (subject to a 0.50% maximum under the Distribution Plan) of the Portfolio’s average daily net assets attributable to Class IB shares. Because these fees are paid out of the Portfolio’s assets on an on going basis, over time, the fees will increase your cost of investing and may cost you more than other types of charges.

 

20   Fund distribution arrangements   EQ Advisors Trust


5. Buying and selling shares

 

 

 

All shares are purchased and sold at their net asset value without any sales load. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. The Portfolio reserves the right to suspend or change the terms of purchasing or selling shares.

 

The Trust may suspend the right of redemption for any period or postpone payment for more than seven days when the New York Stock Exchange is closed (other than a weekend or holiday) or when trading is restricted by the SEC or the SEC declares that an emergency exists. Redemptions may also be suspended and payments may be postponed for more than seven days during other periods permitted by the SEC. The Portfolio may pay the redemption price in whole or part by a distribution in kind of readily marketable securities in lieu of cash or may take up to seven days to pay a redemption request in order to raise capital, when it is detrimental for the Portfolio to make cash payments as determined in the sole discretion of AXA Equitable.

 

Frequent transfers or purchases and redemptions of Portfolio shares, including market timing and other program trading or short-term trading strategies, may be disruptive to the Portfolio. Excessive purchases and redemptions of shares of the Portfolio may adversely affect Portfolio performance and the interests of long-term investors by requiring the Portfolio to maintain larger amounts of cash or to liquidate portfolio holdings at a disadvantageous time or price. For example, when market timing occurs, the Portfolio may have to sell its holdings to have the cash necessary to redeem the market timer’s shares. This can happen when it is not advantageous to sell any securities, so the Portfolio’s performance may be hurt. When large dollar amounts are involved, market timing can also make it difficult to use long-term investment strategies because the Portfolio cannot predict how much cash it will have to invest. In addition, disruptive transfers or purchases and redemptions of Portfolio shares may impede efficient portfolio management and impose increased transaction costs, such as brokerage costs, by requiring the portfolio manager to affect more frequent purchases and sales of portfolio securities. Similarly, the Portfolio may bear increased administrative costs as a result of the asset level and investment volatility that accompanies patterns of excessive or short-term trading. To the extent the Portfolio invests in Underlying ETFs that invest a significant portion of their assets in foreign securities (e.g., iShares MSCI Australia Index Fund and iShares MSCI Singapore Index Fund), the securities of small- and mid-capitalization companies or high-yield securities, it will tend to be subject to the risks associated with market timing and short-term trading strategies to a greater extent than a portfolio that does not. Securities trading in overseas markets presents time zone arbitrage opportunities when events affecting portfolio securities values occur after the close of the overseas market but prior to the close of the U.S. market. Securities of small- and mid-capitalization companies and high-yield securities also present arbitrage opportunities because the market for such securities may be less liquid than the market for the securities of larger companies and higher quality bonds which could result in pricing inefficiencies.

 

The Trust’s Board of Trustees has adopted policies and procedures regarding disruptive transfer activity. The Trust and the Portfolio discourage frequent purchases and redemptions of portfolio shares by Contractholders and will not make special arrangements to accommodate such transactions in Portfolio shares. As a general matter, the Portfolio and the Trust reserve the right to reject a transfer that they believe, in their sole discretion, is disruptive (or potentially disruptive) to the management of the Portfolio.

 

The Trust’s policies and procedures seek to discourage what it considers to be disruptive trading activity. The Trust seeks to apply its policies and procedures to all Contractholders uniformly. It should be recognized, however, that such policies and procedures are subject to limitations:

 

 

They do not eliminate the possibility that disruptive transfer activity, including market timing, will occur or that portfolio performance will be affected by such activity.

 

 

The design of such policies and procedures involves inherently subjective judgments, which AXA Equitable, on behalf of the Trust, seeks to make in a fair and reasonable manner consistent with the interests of all Contractholders.

 

 

The limits on AXA Equitable’s ability to monitor certain potentially disruptive transfer activity means that some Contractholders may be treated differently than others, resulting in the risk that some Contractholders may be able to engage in frequent transfer activity while others will bear the effect of that frequent transfer activity.

 

If AXA Equitable, on behalf of the Trust, determines that a Contractholder’s transfer patterns among the Trust’s Portfolios are disruptive to the Trust’s Portfolios, it may, among other things, restrict the availability of personal telephone requests, facsimile transmissions, automated telephone services, internet services or any electronic transfer services. AXA Equitable may also refuse to act on transfer instructions of an agent acting under a power of attorney who is acting on behalf of more than one owner. In making these determinations, AXA Equitable may consider the combined transfer activity of Contracts that it believes are under common ownership, control or direction.

 

The Trust currently considers transfers into and out of (or vice versa) the same Portfolio within a five-business day period as potentially disruptive transfer activity. In order to reduce disruptive activity, it monitors the frequency of transfers, including the size of transfers in relation to portfolio assets, in the same Portfolio. The Trust aggregates inflows and outflows for the Portfolio on a daily basis. When a potentially disruptive transfer into or out of the same Portfolio occurs on a day when the Portfolio’s net inflows and outflows exceed an established monitoring threshold, AXA Equitable sends a letter to the Contractholder explaining that there is a policy against disruptive transfer activity and that if such activity continues, AXA Equitable may take action to restrict the availability of voice, fax and automated transaction services. If such Contractholder is identified a second time as engaging in potentially disruptive transfer activity, AXA Equitable currently restricts the

 

EQ Advisors Trust   Buying and selling shares   21


 

availability of voice, fax and automated transaction services. AXA Equitable currently applies such action for the remaining life of each affected Contract. Because AXA Equitable exercises discretion in determining whether or not to take the actions discussed above, some Contractholders may be treated differently than others, resulting in the risk that some Contractholders may be able to engage in frequent transfer activity while others will bear the effect of the frequent transfer activity. Although AXA Equitable currently provides a letter to Contractholders who have engaged in disruptive transfer activity of its intention to restrict access to communication services, AXA Equitable may not continue to provide such letters. Consistent with seeking to discourage potentially disruptive transfer activity, AXA Equitable or the Trust may also, in its sole discretion and without further notice, change what it considers potentially disruptive transfer activity and its monitoring procedures and thresholds, as well as change its procedures to restrict this activity. You should consult the Contract prospectus that accompanies this Prospectus for information on other specific limitations on the transfer privilege.

 

The above policies and procedures with respect to frequent transfers or purchases and redemptions of Portfolio shares also apply to retirement plan participants, but do not apply to AXA Equitable’s funds of funds.

 

Notwithstanding our efforts, we may be unable to detect or deter market timing activity by certain persons, which can lead to disruption of management of, and excess costs to, a particular Portfolio.

 

22   Buying and selling shares   EQ Advisors Trust


6. How portfolio shares are priced

 

 

 

“Net asset value” is the price of one share of the Portfolio without a sales charge, and is calculated each business day using the following formula:

 

Net Asset Value =   Total market value
of securities
  +   Cash and
other assets
    Liabilities
                             
  Number of outstanding shares        

 

The net asset value of the Portfolio’s shares is determined according to this schedule:

 

 

A share’s net asset value is determined as of the close of regular trading on the New York Stock Exchange (“Exchange”) on the days the Exchange is open for trading. This is normally 4:00 p.m. Eastern Time.

 

 

The price for purchasing or redeeming a share will be based upon the net asset value next calculated after an order is received and accepted by a Portfolio or its designated agent.

 

 

The Portfolio may have net asset value changes on days when shares cannot be purchased or sold because it invests in Underlying ETFs that invest heavily in foreign securities, which sometimes trade on days when the Portfolio’s or an Underlying ETF’s shares are not priced.

 

Generally, Portfolio securities are valued as follows:

 

 

Equity securities (including securities issued by ETFs) – most recent sales price or official closing price or if there is no sale or official closing price, latest available bid price.

 

 

Debt securities (other than short-term obligations) – based upon pricing service valuations.

 

 

Short-term obligations (with maturities of 60 days or less) – amortized cost (which approximates market value).

 

 

Securities traded on foreign exchanges – most recent sales or bid price on the foreign exchange or market, unless a significant event or circumstance occurs after the close of that market or exchange that will materially affect its value. In that case, fair value as determined by or under the direction of the Trust’s Board of Trustees at the close of regular trading on the Exchange. Foreign currency is converted into U.S. dollar equivalent daily at current exchange rates.

 

 

Options – last sales price or, if not available, previous day’s sales price. If the bid price is higher or the asked price lower than the last sale price, the higher bid or lower asked price may be used. Options not traded on an exchange or actively traded are valued according to fair value methods.

 

 

Futures – last sales price or, if there is no sale, latest available bid price.

 

 

Investment Company Securities – shares of open-end mutual funds (other than ETFs) held by a Portfolio will be valued at the net asset value of the shares of such funds as described in the funds’ prospectuses.

 

 

Other Securities – other securities and assets for which market quotations are not readily available or for which valuation cannot be provided are valued at their fair value as determined in good faith by or under the direction of the Board of Trustees of the Trust. For example, a security whose trading has been halted during the trading day may be fair valued based on the available information at the time of the close of the trading market. Similarly, securities for which there is no ready market (e.g., securities of certain small capitalization issuers and certain issuers located in emerging markets) also may be fair valued. Some methods for valuing these securities may include: fundamental analysis (earnings multiple, etc.), matrix pricing, discounts from market prices of similar securities, or discounts applied due to the nature and duration of restrictions on the disposition of the securities.

 

Events or circumstances affecting the values of portfolio securities that occur between the closing of their principal markets and the time the net asset value is determined, such as foreign securities trading on foreign exchanges that close before the time the net asset value of Portfolio shares is determined, may be reflected in the Trust’s calculations of net asset values for the Portfolio when the Trust deems that the particular event or circumstance would materially affect the Portfolio’s net asset value. Such events or circumstances may be company specific, such as an earning report, country or region specific, such as a natural disaster, or global in nature. Such events or circumstances also may include price movements in the U.S. securities markets.

 

The effect of fair value pricing as described above is that securities may not be priced on the basis of quotations from the primary market in which they are traded, but rather may be priced by another method that the Trust’s Board of Trustees believes reflects fair value. As such, fair value pricing is based on subjective judgments and it is possible that fair value may differ materially from the value realized on a sale. This policy is intended to assure that the Portfolio’s net asset value fairly reflects security values as of the time of pricing. Also, fair valuation of the Portfolio’s securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of the Portfolio’s NAV by those traders.

 

EQ Advisors Trust   How portfolio shares are priced   23


7. Dividends and other distributions and tax consequences

 

 

 

Dividends and Other Distributions

 

The Portfolio generally distributes most or all of its net investment income and its net realized gains, if any, annually. Dividends and other distributions by the Portfolio are automatically reinvested at net asset value in shares of the Portfolio.

 

Tax Consequences

 

The Portfolio is treated as a separate corporation, and intends to continue to qualify to be treated as a regulated investment company, for federal tax purposes. The Portfolio will be so treated if it meets specified federal income tax rules, including requirements regarding types of investments, limits on investments, types of income, and distributions. A regulated investment company is not taxed at the entity (Portfolio) level to the extent it passes through its net income and gains to its shareholders by making distributions. Although the Trust intends that the Portfolio will be operated to have no federal tax liability, if the Portfolio does have any federal tax liability, that would hurt its investment performance. Also, to the extent the Portfolio invests in foreign securities or holds foreign currencies, it could be subject to foreign taxes that could reduce its investment performance.

 

It is important for the Portfolio to maintain its regulated investment company status (and to satisfy certain other requirements), because the shareholders of the Portfolio that are insurance company separate accounts will then be able to use a “look-through” rule in determining whether the Contracts indirectly funded by the Portfolio meet the investment diversification rules for separate accounts. If the Portfolio failed to meet those diversification rules, owners of non-pension plan Contracts funded through the Portfolio would be taxed immediately on the accumulated investment earnings under their Contracts and would lose any benefit of tax deferral. AXA Equitable, in its capacity as Manager and administrator of the Trust, therefore carefully monitors compliance with all of the regulated investment company rules and separate account investment diversification rules.

 

Contract holders seeking to more fully understand the tax consequences of their investment should consult with their tax advisers or the insurance company that issued their Contract or refer to their Contract prospectus.

 

24   Dividends and other distributions and tax consequences   EQ Advisors Trust


8. Glossary of Terms

 

 

 

Bid price — The price a prospective buyer is ready to pay. This term is used by traders who maintain firm bid and offer prices in a given security by standing ready to buy or sell security units at publicly quoted prices.

 

Derivative — A financial instrument whose value and performance are based on the value and performance of another security or financial instrument.

 

Diversification — The strategy of investing in a wide range of companies to reduce the risk if an individual company suffers losses.

 

Duration — A measure of how much a bond’s price fluctuates with changes in interest rates.

 

Earnings growth — A pattern of increasing rate of growth in earnings per share from one period to another, which usually causes a stock’s price to rise.

 

Fundamental analysis — An analysis of the balance sheet and income statements of a company in order to forecast its future stock price movements. Fundamental analysis considers past records of assets, earnings, sales, products, management and markets in predicting future trends in these indicators of a company’s success or failure. By appraising a company’s prospects, analysts using such an approach assess whether a particular stock or group of stocks is undervalued or overvalued at its current market price.

 

Growth investing — An investment style that emphasizes companies with strong earnings growth. Growth investing is generally considered more aggressive than “value” investing.

 

Interest rate — Rate of interest charged for the use of money, usually expressed as an annual rate.

 

Market capitalization — Market price of a company’s shares multiplied by number of shares outstanding. A common measure of the relative size of a company.

 

Net asset value (NAV) — The market value of one share of the Portfolio on any given day without taking into account any sales charges. It is determined by dividing a Portfolio’s total net assets by the number of shares outstanding.

 

Price-to-book value ratio — Current market price of a stock divided by its book value, or net asset value.

 

Price-to-earnings ratio — Current market price of a stock divided by its earnings per share. Also known as the “multiple,” the price-to-earnings ratio gives investors an idea of how much they are paying for a company’s earning power and is a useful tool for evaluating the costs of different securities.

 

Value investing — An investment style that focuses on companies that may be temporarily out of favor or have earnings or assets not fully reflected in their stock prices.

 

Volatility — The general variability of the Portfolio’s value resulting from price fluctuations of its investments. In most cases, the more diversified the Portfolio is, the less volatile it will be.

 

Yield — The rate at which the Portfolio earns income, expressed as a percentage. Mutual fund yield calculations are standardized, based upon a formula developed by the SEC.

 

EQ Advisors Trust   Glossary of Terms   25


9. Financial Highlights

 

 

 

The financial highlights table is intended to help you understand the financial performance for the Trust’s Class IA and Class IB shares. The financial information in the table below is for the period of the Portfolio’s operations. The financial information below for the Class IA and Class IB shares has been derived from the financial statements of the Trust, which have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm. PricewaterhouseCoopers LLP’s report on the Trust’s financial statements as of December 31, 2008 and the financial statements themselves appear in the Trust’s Annual Report.

 

Certain information reflects financial results for a single Portfolio share. The total returns in the tables represent the rate that a shareholder would have earned (or lost) on an investment in the Portfolio (assuming reinvestment of all dividends and other distributions). The total return figures shown below do not reflect any separate account or Contract fees and charges. The total return figures would be lower if they did reflect such fees and charges. The information should be read in conjunction with the financial statements contained in the Trust’s Annual Report which are incorporated by reference into the Trust’s Statement of Additional Information (SAI) and available upon request.

 

EQ/International ETF Portfolio

 

 

26   Financial Highlights   EQ Advisors Trust


 

 

 

If you would like more information about the Portfolio, the following documents are available free upon request. The Trust does not have a website available for accessing such information.

 

Annual and Semi-Annual Reports — Include more information about the Portfolio’s investments and performance. The reports usually include performance information, a discussion of market conditions and the investment strategies that affected the Portfolio’s performance during the last fiscal year.

 

Statement of Additional Information (SAI) — Provides more detailed information about the Portfolio, has been filed with the SEC and is incorporated into this Prospectus by reference.

 

Portfolio Holdings Disclosure — A description of the Portfolio’s policies and procedures with respect to the disclosure of its portfolio securities holdings is available in the Portfolio’s SAI.

 

To order a free copy of the Portfolio’s SAI and/or Annual and Semi-Annual Report, request other information about the Portfolio, or make shareholder inquiries, contact your financial professional, or the Portfolio at:

 

EQ Advisors Trust

1290 Avenue of the Americas

New York, New York 10104

Telephone: 1-877-222-2144

 

EQ Advisors Trust currently does not maintain a website where investors can access the SAI or shareholder reports.

 

Your financial professional or EQ Advisors Trust will also be happy to answer your questions or

to provide any additional information that you may require.

 

Information about the Portfolio (including the SAI) can be reviewed and copied at the SEC’s Public Reference Room in Washington, D.C. Information on the operation of the Public Reference Room may be obtained by calling the SEC at 1-202-551-8090. Reports and other information about the Portfolio are available on the EDGAR database on the SEC’s Internet site at:

 

http://www.sec.gov

 

Investors may also obtain this information, after paying a duplicating fee, by electronic request at the following

E-mail address:

publicinfo@sec.gov or by writing the SEC’s

Public Reference Section,

Washington, D.C. 20549-0102.

 

EQ Advisors Trust

 

(Investment Company Act File No. 811-07953)

 

© 2009 EQ Advisors Trust


EQ ADVISORS TRUST SM

 

STATEMENT OF ADDITIONAL INFORMATION

 

May 1, 2009

 

This Statement of Additional Information (“SAI”) is not a prospectus. It should be read in conjunction with the Prospectuses for the EQ Advisors Trust (“Trust”) dated May 1, 2009, as may be supplemented from time to time, which may be obtained without charge by calling AXA Equitable Life Insurance Company (“AXA Equitable”) toll-free at 1-877-222-2144 or writing to the Trust at 1290 Avenue of the Americas, New York, New York 10104. Unless otherwise defined herein, capitalized terms have the meanings given to them in the Prospectuses.

 

The Trust’s audited financial statements for the period ended December 31, 2008, including the financial highlights, appearing in the Trust’s Annual Report to Shareholders (available without charge, upon request by calling toll-free 1-877-222-2144), filed electronically with the Securities and Exchange Commission (“SEC”) on March     , 2009 (File No. 811-07953), are incorporated by reference and made a part of this document.

 

TABLE OF CONTENTS

 

     Page

Description of the Trust

   2

Trust Investment Policies

   4

Investment Strategies and Risks

   9

Portfolio Holdings Disclosure Policy

   44

Management of the Trust

   46

Investment Management and Other Services

   52

Brokerage Allocation and Other Strategies

   71

Proxy Voting Policies and Procedures

   87

Purchase and Pricing of Shares

   87

Taxation

   90

Other Information

   92

Other Services

   93

Financial Statements

   93

Appendix A — Investment Strategies Summary

   A-1

Appendix B — Ratings of Corporate Debt Securities

   B-1

Appendix C — Portfolio Manager Information

   C-1

Appendix D — Proxy Voting Policies

   D-1

 

MASTER

 

(33968)


DESCRIPTION OF THE TRUST

 

EQ Advisors Trust is an open-end management investment company and is registered as such under the Investment Company Act of 1940, as amended (“1940 Act”). The Trust was organized as a Delaware statutory trust on October 31, 1996 under the name “787 Trust.” The Trust changed its name to “EQ Advisors Trust” effective November 25, 1996. (See “Other Information.”)

 

AXA Equitable, through its AXA Funds Management Group unit (the “Manager” or “FMG”), currently serves as the investment manager for the Trust.

 

The Trust currently offers two classes of shares, Class IA and Class IB, on behalf of sixty-nine (69) portfolios. This SAI contains information with respect to shares of sixty-four (64) Portfolios of the Trust listed below (“Portfolios”). The Board of Trustees is permitted to create additional portfolios. The assets of the Trust received for the issue or sale of shares of each of its portfolios and all income, earnings, profits and proceeds thereof, subject to the rights of creditors, are allocated to such portfolio, and constitute the assets of such portfolio. The assets of each portfolio of the Trust are charged with the liabilities and expenses attributable to such portfolio, except that liabilities and expenses may be allocated to a particular class. Any general expenses of the Trust are allocated between or among any one or more of its portfolios or classes.

 

EQ/AllianceBernstein Common Stock Portfolio
EQ/AllianceBernstein International Portfolio
EQ/AllianceBernstein Small Cap Growth Portfolio
EQ/Equity 500 Index Portfolio
(collectively, the “AllianceBernstein Portfolios”)
All Asset Allocation Portfolio (“Allocation Portfolio”)
EQ/Bond Index Portfolio
EQ/Boston Advisors Equity Income Portfolio
EQ/Caywood-Scholl High Yield Bond Portfolio
EQ/GAMCO Mergers and Acquisitions Portfolio
EQ/GAMCO Small Company Value Portfolio
EQ/Government Securities Portfolio
EQ/International Growth Portfolio
EQ/Long Term Bond Portfolio
EQ/Montag & Caldwell Growth Portfolio
EQ/PIMCO Ultra Short Bond Portfolio (formerly, EQ/PIMCO Real Return Portfolio)
EQ/Short Duration Bond Portfolio
EQ/T. Rowe Price Growth Stock Portfolio
EQ/UBS Growth and Income Portfolio
(collectively, “Enterprise and MONY Portfolios”)
EQ/Ariel Appreciation II Portfolio
EQ/AXA Franklin Income Core Portfolio (formerly, EQ/Franklin Income Portfolio)
EQ/AXA Franklin Small Cap Value Core Portfolio (formerly, EQ/Franklin Small Cap Value Portfolio)
EQ/AXA Franklin Templeton Founding Strategy Core Portfolio (formerly, EQ/Franklin Templeton Founding Strategy Portfolio)
EQ/AXA Mutual Shares Core Portfolio (formerly, EQ/Mutual Shares Portfolio)
EQ/AXA Rosenberg Value Long/Short Equity Portfolio
EQ/AXA Templeton Growth Core Portfolio (formerly, EQ/Templeton Growth Portfolio)
EQ/BlackRock Basic Value Equity Portfolio
EQ/BlackRock International Value Portfolio
EQ/Calvert Socially Responsible Portfolio
EQ/Capital Guardian Growth Portfolio
EQ/Capital Guardian Research Portfolio
EQ/Core Bond Index Portfolio (formerly, EQ/JPMorgan Core Bond Portfolio)

 

2


EQ/Davis New York Venture Portfolio
EQ/Evergreen Omega Portfolio
EQ/Focus PLUS Portfolio (formerly, EQ/Marsico Focus Portfolio)
EQ/Global Bond PLUS Portfolio (formerly, EQ/Evergreen International Bond Portfolio)
EQ/Global Multi-Sector Equity Portfolio (formerly, EQ/Van Kampen Emerging Markets Equity Portfolio)
EQ/Intermediate Government Bond Index Portfolio (formerly, EQ/AllianceBernstein Intermediate Government Securities Portfolio)
EQ/International Core PLUS Portfolio
EQ/International ETF Portfolio
EQ/JPMorgan Value Opportunities Portfolio
EQ/Large Cap Core PLUS Portfolio
EQ/Large Cap Growth Index Portfolio (formerly, EQ/AllianceBernstein Large Cap Growth Portfolio)
EQ/Large Cap Growth PLUS Portfolio
EQ/Large Cap Value Index Portfolio (formerly, EQ/Legg Mason Value Equity Portfolio)
EQ/Large Cap Value PLUS Portfolio (formerly, EQ/AllianceBernstein Value Portfolio)
EQ/Lord Abbett Growth and Income Portfolio
EQ/Lord Abbett Large Cap Core Portfolio
EQ/Lord Abbett Mid Cap Value Portfolio
EQ/Mid Cap Index Portfolio (formerly, EQ/FI Mid Cap Portfolio)
EQ/Mid Cap Value PLUS Portfolio
EQ/Money Market Portfolio
EQ/Oppenheimer Global Portfolio
EQ/Oppenheimer Main Street Opportunity Portfolio
EQ/Oppenheimer Main Street Small Cap Portfolio
EQ/Quality Bond PLUS Portfolio (formerly, EQ/AllianceBernstein Quality Bond Portfolio)
EQ/Small Company Index Portfolio
EQ/Van Kampen Comstock Portfolio
EQ/Van Kampen Mid Cap Growth Portfolio
EQ/Van Kampen Real Estate Portfolio
Crossings Aggressive Allocation Portfolios
Crossings Conservative Allocation Portfolio
Crossings Conservative-Plus Allocation Portfolio
Crossing Moderate Allocation Portfolio
Crossings Moderate-Plus Allocation Portfolio
(collectively, the “Crossings Allocation Portfolios”)

 

Class IA shares are offered at net asset value and are not subject to distribution fees imposed pursuant to a distribution plan. Class IB shares are offered at net asset value and are subject to fees imposed under a distribution plan (“Class IB Distribution Plan”) adopted pursuant to Rule 12b-1 under the 1940 Act. Both classes of shares are offered under the Trust’s multi-class distribution system, which is designed to allow promotion of insurance products investing in the Trust through alternative distribution channels. Under the Trust’s multi-class distribution system, shares of each class of a Portfolio represent an equal pro rata interest in that Portfolio and, generally, will have identical voting, dividend, liquidation, and other rights, preferences, powers, restrictions, limitations, qualifications and terms and conditions, except that: (a) each has a different designation; (b) each class of shares bears its “Class Expenses”; (c) each has exclusive voting rights on any matter submitted to shareholders that relates solely to its distribution arrangements; (d) each class has separate voting rights on any matter submitted to shareholders in which the interests of one class differ from the interests of any other class; (e) each class may have separate exchange privileges, although exchange privileges are not currently contemplated; and (f) each class may have different conversion features, although a conversion feature is not currently contemplated. Expenses currently designated as “Class Expenses” by the Trust’s Board of Trustees under the plan pursuant to Rule 18f-3 under the 1940 Act are currently limited to payments made to the Distributors for the Class IB shares pursuant to the Class IB Distribution Plan adopted pursuant to Rule 12b-1 under the 1940 Act.

 

3


The Trust’s shares are currently sold only to: (i) insurance company separate accounts in connection with variable life insurance contracts and variable annuity certificates and contracts (the “Contracts”) issued by AXA Equitable and AXA Life and Annuity Company, as well as insurance company separate accounts of Integrity Life Insurance Company, National Integrity Life Insurance Company, American General Life Insurance Company, The Prudential Insurance Company of America, and Transamerica Occidental Life Insurance Company, each of which is unaffiliated with AXA Equitable; and (ii) The 401(k) Plan sponsored by AXA Equitable Life Insurance Company (“Equitable Plan”). Shares also may be sold to other tax-qualified retirement plans and to other series of the Trust and to series of AXA Premier VIP Trust, a separate registered investment company managed by AXA Equitable.

 

The Trust does not currently foresee any disadvantage to Contract owners arising from offering the Trust’s shares to separate accounts of insurance companies that are unaffiliated with one another or the Equitable Plan or other tax-qualified retirement plans. However, it is theoretically possible that the interests of owners of various Contracts participating in the Trust through separate accounts or of Equitable Plan or other tax-qualified retirement plan participants might at some time be in conflict. In the case of a material irreconcilable conflict, one or more separate accounts or the Equitable Plan or other tax-qualified retirement plan might withdraw their investments in the Trust, which might force the Trust to sell portfolio securities at disadvantageous prices. The Trust’s Board of Trustees will monitor events for the existence of any material irreconcilable conflicts between or among such separate accounts, the Equitable Plan and other tax-qualified retirement plans and will take whatever remedial action may be necessary.

 

TRUST INVESTMENT POLICIES

 

Fundamental Restrictions

 

Each Portfolio has also adopted certain investment restrictions that are fundamental and may not be changed without approval by a “majority” vote of each Portfolio’s shareholders. Such majority is defined in the 1940 Act as the lesser of: (i) 67% or more of the voting securities of such Portfolio present in person or by proxy at a meeting, if the holders of more than 50% of the outstanding voting securities are present or represented by proxy; or (ii) more than 50% of the outstanding voting securities of such Portfolio.

 

Set forth below are each of the fundamental restrictions adopted by each of the Portfolios (other than the Enterprise and MONY Portfolios). Fundamental policies (5) and (6) below shall not apply to the EQ/Focus PLUS Portfolio and EQ/Van Kampen Real Estate Portfolio. Certain non-fundamental operating policies are also described in this section because of their relevance to the fundamental restrictions adopted by the Portfolios.

 

Each Portfolio (other than the Enterprise and MONY Portfolios), except as described directly above, may not as a matter of fundamental policy:

 

(1) Borrow money, except that:

 

 

a.

each Portfolio may (i) borrow for non-leveraging, temporary or emergency purposes (except the EQ/Large Cap Value PLUS Portfolio and the EQ/AXA Rosenberg Value Long/Short Equity Portfolio, which may also borrow for leveraging purposes) and (ii) engage in reverse repurchase agreements, make other investments or engage in other transactions, which may involve a borrowing, in a manner consistent with the Portfolios’ respective investment objective and program, provided that the combination of (i) and (ii) shall not exceed 33 1 / 3 % of the value of the Portfolios’ respective total assets (including the amount borrowed) less liabilities (other than borrowings) or such other percentage permitted by law (except that the EQ/BlackRock Basic Value Equity Portfolio may purchase securities on margin to the extent permitted by applicable law). Any borrowings which come to exceed this amount will be reduced in accordance with applicable law. Each Portfolio may borrow from banks or other persons to the extent permitted by applicable law;

 

4


  b. as a matter of non-fundamental operating policy, no Portfolio will purchase additional securities when money borrowed exceeds 5% of its total assets;

 

  c. the EQ/JPMorgan Value Opportunities Portfolio, EQ/Capital Guardian Growth Portfolio, EQ/BlackRock International Value Portfolio, EQ/Ariel Appreciation II Portfolio and EQ/AXA Rosenberg Value Long/Short Equity Portfolio each, as a matter of non-fundamental operating policy, may borrow only from banks (i) as a temporary measure to facilitate the meeting of redemption requests (not for leverage) which might otherwise require the untimely disposition of portfolio investments or (ii) for extraordinary or emergency purposes or (iii) with respect to the EQ/AXA Rosenberg Value Long/Short Equity Portfolio, for payments of variation margin, provided that the combination of (i), (ii) and (iii), as applicable, shall not exceed 10% of the applicable Portfolio’s net assets (taken at lower of cost or current value), not including the amount borrowed, at the time the borrowing is made. Each Portfolio will repay borrowings made for the purposes specified above before any additional investments are purchased;

 

  d. the EQ/BlackRock Basic Value Equity Portfolio, as a matter of non-fundamental operating policy, may, to the extent permitted by applicable law, borrow up to an additional 5% of its total assets for temporary purposes;

 

  e. the EQ/Evergreen Omega Portfolio and EQ/Global Bond PLUS Portfolio, as a matter of non-fundamental operating policy, each may, in addition to the amount specified above, borrow up to an additional 5% of its total assets from banks or other lenders;

 

  f. the EQ/Van Kampen Real Estate Portfolio, EQ/AXA Franklin Income Core Portfolio and EQ/Capital Guardian Research Portfolio as a matter of non-fundamental operating policy, may only borrow for temporary or emergency purposes, provided such amount does not exceed 5% of the Portfolio’s total assets at the time the borrowing is made;

 

  g. the AllianceBernstein Portfolios, as a matter of non-fundamental operating policy, may borrow money only from banks: (i) for temporary purposes; (ii) to pledge assets to banks in order to transfer funds for various purposes as required without interfering with the orderly liquidation of securities in a Portfolio (but not for leveraging purposes); (iii) to make margin payments or pledges in connection with options, futures contracts, options on futures contracts, forward contracts or options on foreign currencies; and

 

  h. as a matter of non-fundamental operating policy, short sales and related borrowings are not considered to be subject to this restriction.

 

(2) Purchase or sell physical commodities, except that it may (i) enter into futures contracts and options thereon in accordance with applicable law and (ii) purchase or sell physical commodities if acquired as a result of ownership of securities or other instruments. No Portfolio will consider stock index futures contracts, currency contracts, hybrid investments, swaps or other similar instruments to be commodities;

 

(3) Except with respect to the EQ/Van Kampen Real Estate Portfolio, purchase the securities of any issuer if, as a result, more than 25% of the value of the Portfolio’s total assets would be invested in the securities of issuers having their principal business activities in the same industry. This restriction does not apply to investments by the EQ/Money Market Portfolio in certificates of deposit or securities issued and guaranteed by domestic banks. In addition, the United States, state or local governments, or related agencies or instrumentalities are not considered an industry. As a matter of operating policy, this restriction shall not apply to investments in securities of other investment companies. Industries are determined by reference to the classifications of industries set forth in each Portfolio’s semi-annual and annual reports;

 

(4) Make loans, except that:

 

  a. This restriction shall not apply to the EQ/Intermediate Government Bond Index Portfolio, which may make secured loans, including lending cash or portfolio securities with limitation;

 

5


 

b.

each other Portfolio may: (i) lend portfolio securities provided that no such loan may be made if, as a result, the aggregate of such loans would exceed 33 1 / 3 % of the value of the Portfolio’s total assets (50% in the case of each of the other AllianceBernstein Portfolios and EQ/Money Market Portfolio); (ii) purchase money market securities and enter into repurchase agreements; and (iii) acquire publicly-distributed or privately-placed debt securities and purchase debt securities. For purposes of this restriction, each Portfolio will treat purchases of loan participations and other direct indebtedness, including investments in syndicated loans and mortgages, as not subject to this limitation;

 

(5) Purchase a security if, as a result, with respect to 75% of the value of its total assets, more than 5% of the value of the Portfolio’s total assets would be invested in the securities of a single issuer, except (i) securities issued or guaranteed by the United States Government, its agencies or instrumentalities and (ii) securities of other investment companies;*

 

  a. As a matter of operating policy, each Portfolio will not consider repurchase agreements to be subject to the above stated 5% limitation if the collateral underlying the repurchase agreements consists exclusively of obligations issued or guaranteed by the United States Government, its agencies or instrumentalities; and

 

  b. the EQ/Money Market Portfolio, as a matter of non-fundamental operating policy, will not invest more than 5% of its total assets in securities of any one issuer, other than U.S. Government securities, except that it may invest up to 25% of its total assets in First Tier Securities (as defined in Rule 2a-7 of the 1940 Act) of a single issuer for a period of up to three business days after the purchase of such security. Further, as a matter of operating policy, the EQ/Money Market Portfolio will not invest more than (i) the greater of 1% of its total assets or $1,000,000 in Second Tier Securities (as defined in Rule 2a-7 under the 1940 Act) of a single issuer and (ii) 5% of its total assets, at the time a Second Tier Security is acquired, in Second Tier Securities;

 

(6) Purchase a security if, as a result, with respect to 75% of the value of the Portfolio’s total assets, more than 10% of the outstanding voting securities of any issuer would be held by the Portfolio (other than (i) obligations issued or guaranteed by the United States Government, its agencies or instrumentalities and (ii) securities of other investment companies);*

 

(7) Purchase or sell real estate, except that:

 

  a. each Portfolio, except the EQ/Core Bond Index Portfolio, may purchase securities of issuers which deal in real estate, securities which are directly or indirectly secured by interests in real estate, and securities which represent interests in real estate, and each Portfolio may acquire and dispose of real estate or interests in real estate acquired through the exercise of its rights as a holder of debt obligations secured by real estate or interests therein; and

 

  b. the EQ/Core Bond Index Portfolio may (i) invest in securities of issuers that invest in real estate or interests therein, (ii) invest in securities that are secured by real estate or interests therein (iii) make direct investments in mortgages, (iv) purchase and sell mortgage-related securities and (v) hold and sell real estate acquired by the Portfolio as a result of the ownership of securities including mortgages;

 

(8) Issue senior securities except in compliance with the 1940 Act. For purposes of this restriction, short sales permitted by non-fundamental restriction (6) below are not deemed to be a senior security; or

 

6

 

 

* As noted above, the EQ/Focus PLUS Portfolio and the EQ/Van Kampen Real Estate Portfolio are classified as non-diversified investment companies under the 1940 Act and therefore, these restrictions are not applicable to these Portfolios.


(9) Underwrite securities issued by other persons, except to the extent that the Portfolio may be deemed to be an underwriter within the meaning of the Securities Act of 1933, as amended (the “1933 Act”), in connection with the purchase and sale of its portfolio securities in the ordinary course of pursuing its investment objective, policies and program.

 

Set forth below are each of the fundamental restrictions adopted by each of the Enterprise and MONY Portfolios.

 

Each Enterprise and MONY Portfolio, except the EQ/GAMCO Mergers and Acquisitions Portfolio, will not:

 

(1) purchase securities of any one issuer if, as a result, more than 5% of the Portfolio’s total assets would be invested in securities of that issuer or the Portfolio would own or hold more than 10% of the outstanding voting securities of that issuer, except that up to 25% of the Portfolio’s total assets may be invested without regard to this limitation, and except that this limitation does not apply to securities issued or guaranteed by the U.S. government, its agencies and instrumentalities or to securities issued by other investment companies.

 

The following interpretation applies to, but is not a part of, this fundamental restriction: mortgage- and asset-backed securities will not be considered to have been issued by the same issuer by reason of the securities having the same sponsor, and mortgage- and asset-backed securities issued by a finance or other special purpose subsidiary that are not guaranteed by the parent company will be considered to be issued by a separate issuer from the parent company.

 

Each Enterprise and MONY Portfolio will not:

 

(2) purchase any security if, as a result of that purchase, 25% or more of the Portfolio’s total assets would be invested in securities of issuers having their principal business activities in the same industry, except that this limitation does not apply to securities issued or guaranteed by the U.S. government, its agencies or instrumentalities or to municipal securities.

 

(3)

issue senior securities or borrow money, except as permitted under the 1940 Act, and then not in excess of 33 1 / 3 % of the Portfolio’s total assets (including the amount of the senior securities issued but reduced by any liabilities not constituting senior securities) at the time of the issuance or borrowing, except that each Portfolio may borrow up to an additional 5% of its total assets (not including the amount borrowed) for temporary purposes such as clearance of portfolio transactions and share redemptions. For purposes of these restrictions, the purchase or sale of securities on a “when-issued,” delayed delivery or forward commitment basis, the purchase and sale of options and futures contracts and collateral arrangements with respect thereto are not deemed to be the issuance of a senior security, a borrowing or a pledge of assets.

 

(4) make loans, except loans of portfolio securities or cash or through repurchase agreements, provided that for purposes of this restriction, the acquisition of bonds, debentures, other debt securities or instruments, or participations or other interests therein and investments in government obligations, commercial paper, certificates of deposit, bankers’ acceptances or similar instruments will not be considered the making of a loan.

 

(5) engage in the business of underwriting securities of other issuers, except to the extent that the Portfolio might be considered an underwriter under the federal securities laws in connection with its disposition of portfolio securities.

 

(6) purchase or sell real estate, except that investments in securities of issuers that invest in real estate and investments in mortgage-backed securities, mortgage participations or other instruments supported by interests in real estate are not subject to this limitation, and except that each Portfolio may exercise rights under agreements relating to such securities, including the right to enforce security interests and to hold real estate acquired by reason of such enforcement until that real estate can be liquidated in an orderly manner.

 

(7) purchase or sell physical commodities unless acquired as a result of owning securities or other instruments, but each Portfolio may purchase, sell or enter into financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments.

 

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Non-Fundamental Restrictions

 

The following investment restrictions generally apply to each Portfolio (other than the Enterprise and MONY Portfolios), but are not fundamental. They may be changed for any Portfolio without a vote of that Portfolio’s shareholders.

 

Each Portfolio (other than the Enterprise and MONY Portfolios) may not:

 

(1) Purchase: (a) illiquid securities, (b) securities restricted as to resale (excluding securities determined by the Board of Trustees to be readily marketable), or (c) repurchase agreements maturing in more than seven days if, as a result, more than 15% of each Portfolio’s net assets (10% for the EQ/Money Market Portfolio) would be invested in such securities. Securities purchased in accordance with Rule 144A under the 1933 Act and determined to be liquid under procedures adopted by the Trust’s Board are not subject to the limitations set forth in this investment restriction.

 

(2) Purchase securities on margin, except that each Portfolio may: (a) make use of any short-term credit necessary for clearance of purchases and sales of portfolio securities and (b) make initial or variation margin deposits in connection with futures contracts, options, currencies, or other permissible investments;

 

(3) Mortgage, pledge, hypothecate or, in any manner, transfer any security owned by the Portfolio as security for indebtedness, except in compliance with the 1940 Act. The deposit of underlying securities and other assets in escrow and collateral arrangements with respect to margin accounts for futures contracts, options, currencies, short sales or other permissible investments are not deemed to be mortgages, pledges, or hypothecations for these purposes;

 

(4) Purchase participations or other direct interests in or enter into leases with respect to, oil, gas, or other mineral exploration or development programs, except that each Portfolio, to the extent consistent with its investment objectives and other investment policies, may (i) invest in securities issued by companies that engage in oil, gas or other mineral exploration or development activities or (ii) hold mineral leases acquired as a result of its ownership of securities;

 

(5) Invest in puts, calls, straddles, spreads, swaps or any combination thereof, except to the extent permitted by the Prospectus and this SAI, as may be amended from time to time; or

 

(6) Except for the EQ/AXA Rosenberg Value Long/Short Equity Portfolio, EQ/Focus PLUS Portfolio, and EQ/AXA Mutual Shares Core Portfolio effect short sales of securities unless at all times when a short position is open the Portfolio owns an equal amount of such securities or owns securities which, without payment of any further consideration, are convertible into or exchangeable for securities of the same issue as, and at least equal in amount to, the securities sold short. Permissible futures contracts, options, or currency transactions will not be deemed to constitute selling securities short. With respect to the EQ/AXA Rosenberg Value Long/Short Equity Portfolio and EQ/AXA Mutual Shares Core Portfolio, the Portfolio will not make short sales or maintain a short position if, when added together, more than 100% of the value of the Portfolio’s net assets would be (i) deposited as collateral for the obligation to replace securities borrowed to effect short sales and (ii) segregated in connection with short sales. Short sales against the box are not subject to this limitation. With respect to the EQ/Focus PLUS Portfolio, these Portfolios do not currently intend to sell securities short, unless they own or have the right to obtain securities equivalent in kind and amount to the securities sold short, and provided that transactions in futures contracts and options are not deemed to constitute selling securities short. As a matter of operating policy, the EQ/Capital Guardian Growth Portfolio and the EQ/Capital Guardian Research Portfolio will not effect short sales of securities or property.

 

(7)

purchase securities of other investment companies, except to the extent permitted by the 1940 Act and the rules and orders thereunder and except that (i) this limitation does not apply to securities received or acquired as dividends, through offers of exchange, or as a result of reorganization, consolidation, or merger and (ii) each portfolio, except the EQ/AXA Franklin Templeton Founding Strategy

 

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Core Portfolio, may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) or (G) of the 1940 Act.

 

The following investment restrictions apply to each Enterprise and MONY Portfolio, but are not fundamental. They may be changed for any Enterprise and MONY Portfolio by the Board of Trustees of the Trust and without a vote of that Portfolio’s shareholders.

 

Each Enterprise and MONY Portfolio will not invest more than 15% of its net assets in illiquid securities.

 

Each Enterprise and MONY Portfolio will not:

 

(1) purchase securities on margin, except for short-term credit necessary for clearance of portfolio transactions and except that each Portfolio may make margin deposits in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments.

 

(2) engage in short sales of securities or maintain a short position, except that each Portfolio may (a) sell short “against the box” and (b) maintain short positions in connection with its use of financial options and futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments.

 

(3) purchase securities of other investment companies, except to the extent permitted by the 1940 Act and the rules and orders thereunder and except that (i) this limitation does not apply to securities received or acquired as dividends, through offers of exchange, or as a result of reorganization, consolidation, or merger and (ii) each portfolio, except the Allocation Portfolio, may not acquire any securities of registered open-end investment companies or registered unit investment trusts in reliance on Sections 12(d)(1)(F) or (G) of the 1940 Act.

 

(4) purchase portfolio securities while borrowings in excess of 5% of its total assets are outstanding.

 

For purposes of normally investing at least 80% of EQ/FI Mid Cap Portfolio’s assets in common stocks of companies of medium market capitalizations, the Portfolio intends to measure the capitalization range of the S&P MidCap 400 and the Russell MidCap Indices no less frequently than once a month.

 

The EQ/AllianceBernstein Common Stock Portfolio, EQ/Intermediate Government Bond Index Portfolio, EQ/Large Cap Growth Index Portfolio, EQ/AllianceBernstein Small Cap Growth Portfolio, EQ/Quality Bond PLUS Portfolio, EQ/Boston Advisors Equity Income Portfolio, EQ/T. Rowe Price Growth Stock Portfolio, EQ/Caywood-Scholl High Yield Bond Portfolio, EQ/Short Duration Bond Portfolio, EQ/GAMCO Small Company Value Portfolio, EQ/Global Multi-Sector Equity Portfolio, EQ/Van Kampen Mid Cap Growth Portfolio, EQ/Equity 500 Index Portfolio, EQ/Mid Cap Index Portfolio, EQ/Core Bond Index Portfolio, EQ/Lord Abbett Large Cap Core Portfolio, EQ/Lord Abbett Mid Cap Value Portfolio, EQ/BlackRock Basic Value Equity Portfolio, EQ/Government Securities Portfolio, EQ/Bond Index Portfolio, EQ/Long Term Bond Portfolio, EQ/Small Company Index Portfolio, EQ/PIMCO Ultra Short Bond Portfolio, EQ/Large Cap Value Index Portfolio, EQ/Global Bond PLUS Portfolio, EQ/AXA Rosenberg Value Long/Short Equity Portfolio, EQ/AXA Franklin Small Cap Value Core Portfolio, EQ/Oppenheimer Main Street Small Cap Portfolio, EQ/Van Kampen Real Estate Portfolio, EQ/International ETF Portfolio, EQ/Mid Cap Value PLUS Portfolio, EQ/Large Cap Growth PLUS Portfolio and EQ/Large Cap Core PLUS Portfolio each has a policy that it will invest at least 80% of its net assets in a particular type of investment suggested by its name as more fully set forth in the Prospectus. The EQ/BlackRock International Value and EQ/Van Kampen Comstock Portfolios each have a policy that it will invest at least 80% of its net assets in a particular type of investment. These policies may not be changed without giving at least sixty (60) days’ written notice to the shareholders of the affected Portfolio to the extent required by SEC rules.

 

INVESTMENT STRATEGIES AND RISKS

 

In addition to the Portfolios’ principal investment strategies discussed in the Prospectus, each Portfolio, except certain excluded Portfolios (which currently include the Allocation Portfolio, the Crossings

 

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Allocation Portfolios, the EQ/AXA Franklin Templeton Founding Strategy Core Portfolio and the EQ/International ETF Portfolio), may engage in other types of investment strategies as further described below and as indicated in Appendix A. Each Portfolio, except the excluded Portfolios, may invest in or utilize any of these investment strategies and instruments or engage in any of these practices except where otherwise prohibited by law or the Portfolio’s own investment restrictions.

 

The Allocation Portfolio, the Crossings Allocation Portfolios, the EQ/AXA Franklin Templeton Founding Strategy Core Portfolio and the EQ/International ETF Portfolio operate under a “fund of funds” structure, under which they invest in securities issued by other investment companies. The Allocation Portfolio and the Crossings Allocation Portfolios may invest in securities of other investment companies managed by AXA Equitable (the “Underlying Portfolios”), exchange-traded securities of other registered investment companies (the “Underlying ETFs”), U.S. government securities and money market instruments. The EQ/Franklin Templeton Founding Strategy Portfolio may invest in Underlying Portfolios, U.S. government securities and money market instruments. The EQ/International ETF Portfolio invests primarily in Underlying ETFs that invest substantially all of their assets in equity securities of foreign companies. By investing in Underlying Portfolios and/or Underlying ETFs, these Portfolios will indirectly bear fees and expenses charged by the Underlying Portfolios and/or Underlying ETFs in addition to the direct fees and expenses of the Portfolios. In addition, the performance of each of these Portfolios is directly related to the ability of the Underlying Portfolios and/or Underlying ETFs to meet their respective investment objectives, as well as the Manager’s allocation among the Underlying Portfolios and/or Underlying ETFs. Accordingly, the investment performance of each of these Portfolios will be influenced by the investment strategies of and risks and fees associated with the Underlying Portfolios and/or Underlying ETFs in direct proportion to the amount of assets each such Portfolio allocates to the Underlying Portfolios and/or Underlying ETFs utilizing such strategies. The Trust’s May 1, 2009 Prospectus and SAI (1940 Act File No. 811-07953) contains additional information about Underlying ETFs as well as those Underlying Portfolios that are series of the Trust. For additional information about Underlying Portfolios that are series of AXA Premier VIP Trust, please see the relevant May 1, 2009 Prospectus and SAI for AXA Premier VIP Trust (1940 Act File No. 811-10509).

 

The Trust, in reliance on Rule 4.5 under the Commodity Exchange Act, as amended (“CEA”), is excluded from the status of Commodity Pool Operator (“CPO”). Thus, the Trust is not subject to registration or regulation as a CPO under the CEA.

 

Asset-Backed Securities.     As indicated in Appendix A, certain of the Portfolios may invest in asset-backed securities. Asset-backed securities, issued by trusts and special purpose corporations, are collateralized by a pool of assets, such as credit card or automobile loans, home equity loans or computer leases, and represent the obligations of a number of different parties. Asset-backed securities present certain risks. For instance, in the case of credit card receivables, these securities are generally unsecured and the debtors are entitled to the protection of a number of state and federal consumer credit laws, many of which give such debtors the right to set off certain amounts owed on the credit cards, thereby reducing the balance due. Certain collateral may be difficult to locate in the event of default, and recoveries of depreciated or damaged collateral may not fully cover payments due on such collateral. In the case of automobile loans, most issuers of automobile receivables permit the servicers to retain possession of the underlying obligations. If the servicer were to sell these obligations to another party, there is a risk that the purchaser would acquire an interest superior to that of the holders of the related automobile receivables. In addition, because of the large number of vehicles involved in a typical issuance and technical requirements under state laws, the trustee for the holders of the automobile receivables may not have a proper security interest in all of the obligations backing such receivables. Therefore, there is the possibility that recoveries on repossessed collateral may not, in some cases, be available to support payments on these securities. If a Portfolio purchases asset-backed securities that are “subordinated” to other interests in the same pool of assets, the Portfolio as a holder of those securities may only receive payments after the pool’s obligations to other investors have been satisfied. The subordinated securities may be more illiquid and less stable than other asset-backed securities.

 

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To lessen the effect of failures by obligors on underlying assets to make payments, the securities may contain elements of credit support which fall into two categories: (i) liquidity protection and (ii) protection against losses resulting from ultimate default by an obligor on the underlying assets. Liquidity protection refers to the provision of advances, generally by the entity administering the pool of assets, to ensure that the receipt of payments on the underlying pool occurs in a timely fashion. Protection against losses resulting from ultimate default ensures payment through insurance policies or letters of credit obtained by the issuer or sponsor from third parties. A Portfolio will not pay any additional or separate fees for credit support. The degree of credit support provided for each issue is generally based on historical information respecting the level of credit risk associated with the underlying assets. Delinquency or loss in excess of that anticipated or failure of the credit support could adversely affect the return on an investment in such a security.

 

Due to the possibility that prepayments (on automobile loans and other collateral) will alter the cash flow on asset-backed securities, it is not possible to determine in advance the actual final maturity date or average life. Faster prepayment will shorten the average life and slower prepayments will lengthen it. However, it is possible to determine what the range of that movement could be and to calculate the effect that it will have on the price of the security. In selecting these securities, the Adviser will look for those securities that offer a higher yield to compensate for any variation in average maturity.

 

Bonds.     As discussed in Appendix A, certain of the Portfolios may invest in one or more types of bonds. Bonds are fixed or variable rate debt obligations, including bills, notes, debentures, money market instruments and similar instruments and securities. Mortgage- and asset-backed securities are types of bonds, and certain types of income-producing, non-convertible preferred stocks may be treated as bonds for investment purposes. Bonds generally are used by corporations, governments and other issuers to borrow money from investors. The issuer pays the investor a fixed or variable rate of interest and normally must repay the amount borrowed on or before maturity. Many preferred stocks and some bonds are “perpetual” in that they have no maturity date.

 

Bonds are subject to interest rate risk and credit risk. Interest rate risk is the risk that interest rates will rise and that, as a result, bond prices will fall, lowering the value of a Portfolio’s investments in bonds. In general, bonds having longer durations are more sensitive to interest rate changes than are bonds with shorter durations. Credit risk is the risk that an issuer may be unable or unwilling to pay interest and/or principal on the bond. Credit risk can be affected by many factors, including adverse changes in the issuer’s own financial condition or in economic conditions.

 

Brady Bonds.     As indicated in Appendix A, certain of the Portfolios may invest in Brady Bonds. Brady Bonds are fixed income securities created through the exchange of existing commercial bank loans to foreign entities for new obligations in connection with debt restructuring under a plan introduced by Nicholas F. Brady when he was the United States Secretary of the Treasury. Brady Bonds may be collateralized or uncollateralized and issued in various currencies (although most are U.S. dollar-denominated) and they are actively traded in the over the counter secondary market. Each Portfolio will invest in Brady Bonds only if they are consistent with quality specifications established from time to time by the Advisers to that Portfolio.

 

Collateralized Debt Obligations.     Certain of the Portfolio may invest in collateralized debt obligations (“CDOs”). Such securities include collateralized bond obligations (“CBOs”), collateralized loan obligations (“CLOs”) and other similarly structured securities. CBOs and CLOs are types of asset-backed securities. A CBO is a trust which is backed by a diversified pool of high risk, below investment grade fixed income securities. A CLO is a trust typically collateralized by a pool of loans, which may include, among others, domestic and foreign senior secured loans, senior unsecured loans, and subordinate corporate loans, including loans that may be rated below investment grade or equivalent unrated loans.

 

For both CBOs and CLOs, the cashflows from the trust are split into two or more portions, called tranches, varying in risk and yield. The riskiest portion is the “equity” tranche which bears the bulk of defaults from the bonds or loans in the trust and serves to protect the other, more senior tranches from default in all but the most severe circumstances. Since it is partially protected from defaults, a senior tranche from a CBO

 

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trust or CLO trust typically have higher ratings and lower yields than their underlying securities, and can be rated investment grade. Despite the protection from the equity tranche, CBO or CLO tranches can experience substantial losses due to actual defaults, increased sensitivity to defaults due to collateral default and disappearance of protecting tranches, market anticipation of defaults, as well as aversion to CBO or CLO securities as a class.

 

The risks of an investment in a CDO depend largely on the type of the collateral securities and the class of the CDO in which a Portfolio invests. Normally, CBOs, CLOs and other CDOs are privately offered and sold, and thus, are not registered under the securities laws. As a result, investments in CDOs may be characterized by the Portfolios as illiquid securities; however an active dealer market may exist for CDOs allowing a CDO to qualify for Rule 144A (under the Securities Act of 1933) transactions. In addition to the normal risks associated with fixed income securities discussed elsewhere in this SAI and the Portfolios’ Prospectus (e.g., interest rate risk), CDOs carry additional risks including, but are not limited to: (i) the possibility that distributions from collateral securities will not be adequate to make interest or other payments; (ii) the quality of the collateral may decline in value or default; (iii) the portfolios may invest in CDOs that are subordinate to other classes; and (iv) the complex structure of the security may not be fully understood at the time of investment and may produce disputes with the issuer or unexpected investment results.

 

Convertible Securities.     As indicated in Appendix A, certain of the Portfolios may invest in convertible securities, including both convertible debt and convertible preferred stock. Such securities may be converted into shares of the underlying common stock at either a stated price or stated rate, which enable an investor to benefit from increases in the market price of the underlying common stock. Convertible securities provide higher yields than the underlying common stocks, but generally offer lower yields than nonconvertible securities of similar quality. The value of convertible securities fluctuates in relation to changes in interest rates and, in addition, fluctuates in relation to the underlying common stock. A convertible security may be subject to redemption at the option of the issuer at a price established in the convertible security’s governing instrument. If a convertible security held by a Portfolio is called for redemption, the Portfolio will be required to permit the issuer to redeem the security, convert it into underlying common stock or sell it to a third party. Investments by certain of the Portfolios in convertible debt securities are not subject to any ratings restrictions, although each Adviser will consider such ratings, and any changes in such ratings, in its determination of whether a Portfolio should invest and/or continue to hold the securities.

 

Credit Default Swaps.     As indicated in Appendix A, certain of the Portfolios may enter into credit default swap agreements. The credit default swap agreement may have as reference obligations one or more securities that are not currently held by a Portfolio. The protection “buyer” in a credit default contract is generally obligated to pay the protection “seller” an upfront or a periodic stream of payments over the term of the contract provided that no credit event, such as a default, on a reference obligation has occurred. If a credit event occurs, the seller generally must pay the buyer the “par value” (full notional value) of the swap in exchange for an equal face amount of deliverable obligations of the reference entity described in the swap, or the seller may be required to deliver the related net cash amount, if the swap is cash settled. A Portfolio may be either the buyer or seller in the transaction. If a Portfolio is a buyer and no credit event occurs, the Portfolio may recover nothing if the swap is held through its termination date. However, if a credit event occurs, the buyer generally may elect to receive the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity whose value may have significantly decreased. As a seller, a Portfolio generally receives an upfront payment or a fixed rate of income throughout the term of the swap provided that there is no credit event. As the seller, a Portfolio would effectively add leverage because, in addition to its total net assets, a Portfolio would be subject to investment exposure on the notional amount of the swap.

 

Credit default swap agreements involve greater risks than if a Portfolio had invested in the reference obligation directly since, in addition to general market risks, credit default swaps are subject to illiquidity risk, counterparty risk and credit risk. A Portfolio will enter into credit default swap agreements only with

 

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counterparties that meet certain standards of creditworthiness. A buyer generally also will lose its investment and recover nothing should no credit event occur and the swap is held to its termination date. If a credit event were to occur, the value of any deliverable obligation received by the seller, coupled with the upfront or periodic payments previously received, may be less than the full notional value it pays to the buyer, resulting in a loss of value to the seller. A Portfolio’s obligations under a credit default swap agreement will be accrued daily (offset against any amounts owing to the Portfolio). In connection with credit default swaps in which a Portfolio is the buyer, the Portfolio will segregate or “earmark” cash or assets determined to be liquid, or enter into certain offsetting positions, with a value at least equal to the Portfolio’s exposure (any accrued but unpaid net amounts owed by the Portfolio to any counterparty), on a marked-to-market basis. In connection with credit default swaps in which a Portfolio is the seller, the Portfolio will segregate or “earmark” cash or assets determined to be liquid, or enter into offsetting positions, with a value at least equal to the full notional amount of the swap (minus any amounts owed to the Portfolio). Such segregation or “earmarking” will ensure that the Portfolio has assets available to satisfy its obligations with respect to the transaction and will limit any potential leveraging of the Portfolio. Such segregation or “earmarking” will not limit the Portfolio’s exposure to loss.

 

Depositary Receipts.     As indicated in Appendix A, certain of the Portfolios may invest in depositary receipts. Depositary receipts exist for many foreign securities and are securities representing ownership interests in securities of foreign companies (an “underlying issuer”) and are deposited with a securities depositary. Depositary receipts are not necessarily denominated in the same currency as the underlying securities. Depositary receipts include American Depositary Receipts (“ADRs”), Global Depositary Receipts (“GDRs”) and other types of depositary receipts (which, together with ADRs and GDRs, are hereinafter collectively referred to as “Depositary Receipts”). ADRs are dollar-denominated Depositary Receipts typically issued by a United States financial institution which evidence ownership interests in a security or pool of securities issued by a foreign issuer. ADRs are listed and traded in the United States. GDRs and other types of Depositary Receipts are typically issued by foreign banks or trust companies, although they also may be issued by U.S. financial institutions, and evidence ownership interests in a security or pool of securities issued by either a foreign or a United States corporation. Generally, Depositary Receipts in registered form are designed for use in the U.S. securities market and Depositary Receipts in bearer form are designed for use in securities markets outside the United States. Although there may be more reliable information available regarding issuers of certain ADRs that are issued under so-called “sponsored” programs and ADRs do not involve foreign currency risks, ADRs and other Depositary Receipts are subject to the risks of other investments in foreign securities, as described below.

 

Depositary Receipts may be “sponsored” or “unsponsored.” Sponsored Depositary Receipts are established jointly by a depositary and the underlying issuer, whereas unsponsored Depositary Receipts may be established by a depositary without participation by the underlying issuer. Holders of an unsponsored Depositary Receipt generally bear all the costs associated with establishing the unsponsored Depositary Receipt. In addition, the issuers of the securities underlying unsponsored Depositary Receipts are not obligated to disclose material information in the United States and, therefore, there may be less information available regarding such issuers and there may not be a correlation between such information and the market value of the Depositary Receipts. For purposes of a Portfolio’s investment policies, the Portfolio’s investment in Depositary Receipts will be deemed to be investments in the underlying securities except as noted.

 

Derivatives.     Derivatives are financial products or instruments that derive their value from the value of one or more underlying assets, reference rates or indices. Derivatives include, but are not limited to, the following: asset-backed securities, floaters and inverse floaters, hybrid instruments, mortgage-backed securities, options and future transactions, stripped mortgage-backed securities, structured notes and swaps. Further information about these instruments and the risks involved in their use are contained under the description of each of these instruments in this section.

 

Equity Securities.     As indicated in Appendix A, certain of the Portfolios may invest in one or more types of equity securities. Equity securities include common stocks, most preferred stocks and securities that are

 

13


convertible into them, including common stock purchase warrants and rights, equity interests in trusts, partnerships, joint ventures or similar enterprises and depositary receipts. Common stocks, the most familiar type, represent an equity (ownership) interest in a corporation.

 

Preferred stock has certain fixed income features, like a bond, but actually it is an equity security that is senior to a company’s common stock. Convertible bonds may include debentures and notes that may be converted into or exchanged for a prescribed amount of common stock of the same or a different issuer within a particular period of time at a specified price or formula. Some preferred stock also may be converted into or exchanged for common stock. Depositary receipts typically are issued by banks or trust companies and evidence ownership of underlying equity securities.

 

While past performance does not guarantee future results, equity securities historically have provided the greatest long-term growth potential in a company. However, their prices generally fluctuate more than other securities and reflect changes in a company’s financial condition and in overall market and economic conditions. Common stocks generally represent the riskiest investment in a company. It is possible that a Portfolio may experience a substantial or complete loss on an individual equity investment. While this is also possible with bonds, it is less likely.

 

Eurodollar and Yankee Dollar Obligations.     As indicated in Appendix A, certain of the Portfolios may invest in Eurodollar and Yankee dollar obligations. Eurodollar bank obligations are U.S. dollar- denominated certificates of deposit and time deposits issued outside the U.S. capital markets by foreign branches of U.S. banks and by foreign banks. Yankee dollar bank obligations are U.S. dollar-denominated obligations issued in the U.S. capital markets by foreign banks.

 

Eurodollar and Yankee dollar obligations are subject to the same risks that pertain to domestic issues; notably credit risk, market risk and liquidity risk. Additionally, Eurodollar (and to a limited extent, Yankee dollar) obligations are subject to certain sovereign risks. One such risk is the possibility that a sovereign country might prevent capital, in the form of dollars, from flowing across its borders. Other risks include adverse political and economic developments; the extent and quality of government regulation of financial markets and institutions; the imposition of foreign withholding taxes; and the expropriation or nationalization of foreign issuers.

 

Event-Linked Bonds.     As indicated in Appendix A, certain of the Portfolios may invest in event-linked bonds. Event-linked bonds are fixed income securities, for which the return of principal and payment of interest is contingent on the non-occurrence of a specific “trigger” event, such as a hurricane, earthquake, or other physical or weather-related phenomenon. They may be issued by government agencies, insurance companies, reinsurers, special purpose corporations or other on-shore or off-shore entities. If a trigger event causes losses exceeding a specific amount in the geographic region and time period specified in a bond, a Portfolio investing in the bond may lose a portion or all of its principal invested in the bond. If no trigger event occurs, the Portfolio will recover its principal plus interest. For some event-linked bonds, the trigger event or losses may be based on company-wide losses, index-fund losses, industry indices, or readings of scientific instruments rather than specified actual losses. Often the event-linked bonds provide for extensions of maturity that are mandatory, or optional at the discretion of the issuer, in order to process and audit loss claims in those cases where a trigger event has, or possibly has, occurred. In addition to the specified trigger events, event-linked bonds may also expose the portfolio to certain unanticipated risks including issuer (credit) default and adverse regulatory or jurisdictional interpretations.

 

Event-linked bonds are a relatively new type of financial instrument. As such, there is no significant trading history of these securities, and there can be no assurance that a liquid market in these instruments will develop. See “Illiquid Securities or Non-Publicly Traded Securities” below. Lack of a liquid market may impose the risk of higher transaction costs and the possibility that a Portfolio may be forced to liquidate positions when it would not be advantageous to do so. Event-linked bonds are typically rated, and a Portfolio will only invest in catastrophe bonds that meet the credit quality requirements for the Portfolio.

 

Floaters and Inverse Floaters.     As indicated in Appendix A, certain of the Portfolios may invest in floaters and inverse floaters, which are fixed income securities with a floating or variable rate of interest,

 

14


i.e., the rate of interest varies with changes in specified market rates or indices, such as the prime rate, or at specified intervals. Certain floaters may carry a demand feature that permits the holder to tender them back to the issuer of the underlying instrument, or to a third party, at par value prior to maturity. When the demand feature of certain floaters represents an obligation of a foreign entity, the demand feature will be subject to certain risks discussed under “Foreign Securities.”

 

In addition, the EQ/Global Multi-Sector Equity Portfolio may invest in inverse floating rate obligations which are fixed income securities that have coupon rates that vary inversely at a multiple of a designated floating rate, such as London Inter-Bank Offered Rate (“LIBOR”). Any rise in the reference rate of an inverse floater (as a consequence of an increase in interest rates) causes a drop in the coupon rate while any drop in the reference rate of an inverse floater causes an increase in the coupon rate. Inverse floaters may exhibit substantially greater price volatility than fixed rate obligations having similar credit quality, redemption provisions and maturity, and inverse floater collateralized mortgage obligations (“CMOs”) exhibit greater price volatility than the majority of mortgage-related securities. In addition, some inverse floater CMOs exhibit extreme sensitivity to changes in prepayments. As a result, the yield to maturity of an inverse floater CMO is sensitive not only to changes in interest rates but also to changes in prepayment rates on the related underlying mortgage assets.

 

Foreign Currency.     As indicated in Appendix A, certain of the Portfolios may purchase securities denominated in foreign currencies, including the purchase of foreign currency on a spot (or cash) basis. A change in the value of any such currency against the U.S. dollar will result in a change in the U.S. dollar value of a Portfolio’s assets and income. In addition, although a portion of a Portfolio’s investment income may be received or realized in such currencies, the Portfolio will be required to compute and distribute its income in U.S. dollars. Therefore, if the exchange rate for any such currency declines after a Portfolio’s income has been earned and computed in U.S. dollars but before conversion and payment, the Portfolio could be required to liquidate portfolio securities to make such distributions.

 

Currency exchange rates may be affected unpredictably by intervention (or the failure to intervene) by U.S. or foreign governments or central banks, by currency controls or political developments in the United States or abroad. Foreign currencies in which a Portfolio’s assets are denominated may be devalued against the U.S. dollar, resulting in a loss to the Portfolio. Certain Portfolios may also invest in the following types of foreign currency transactions:

 

Forward Foreign Currency Transactions.     As indicated in Appendix A, certain of the Portfolios may engage in forward foreign currency exchange transactions. A forward foreign currency exchange contract (“forward contract”) involves an obligation to purchase or sell a specific currency at a future date, which may be any fixed number of days from the date of the contract agreed upon by the parties, at a price set at the time of the contract. These contracts are principally traded in the interbank market conducted directly between currency traders (usually large, commercial banks) and their customers. A forward contract generally has no margin deposit requirement, and no commissions are charged at any stage for trades.

 

A Portfolio may enter into forward contracts for a variety of purposes in connection with the management of the foreign securities portion of its portfolio. A Portfolio’s use of such contracts will include, but not be limited to, the following situations.

 

First, when the Portfolio enters into a contract for the purchase or sale of a security denominated in or exposed to a foreign currency, it may desire to “lock in” the U.S. dollar price of the security. By entering into a forward contract for the purchase or sale, for a fixed amount of dollars, of the amount of foreign currency involved in the underlying security transactions, the Portfolio will be able to protect itself against a possible loss resulting from an adverse change in the relationship between the U.S. dollar and the subject foreign currency during the period between the date the security is purchased or sold and the date on which payment is made or received.

 

Second, when a Portfolio’s Adviser believes that one currency may experience a substantial movement against another currency, including the U.S. dollar, it may enter into a forward contract to sell or buy the

 

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amount of the former foreign currency, approximating the value of some or all of the Portfolio’s portfolio securities denominated in or exposed to such foreign currency. Alternatively, where appropriate, the Portfolio may hedge all or part of its foreign currency exposure through the use of a basket of currencies, multinational currency units, or a proxy currency where such currency or currencies act as an effective proxy for other currencies. In such a case, the Portfolio may enter into a forward contract where the amount of the foreign currency to be sold exceeds the value of the securities denominated in or exposed to such currency. The use of this basket hedging technique may be more efficient and economical than entering into separate forward contracts for each currency held in the Portfolio.

 

The precise matching of the forward contract amounts and the value of the securities involved will not generally be possible since the future value of such securities in foreign currencies will change as a consequence of market movements in the value of those securities between the date the forward contract is entered into and the date it matures. The projection of short-term currency market movement is extremely difficult, and the successful execution of a short-term hedging strategy is highly uncertain. Under normal circumstances, consideration of the prospect for currency parities will be incorporated into the diversification strategies. However, the Advisers to the Portfolios believe that it is important to have the flexibility to enter into such forward contracts when they determine that the best interests of the Portfolios will be served.

 

A Portfolio may enter into forward contracts for any other purpose consistent with the Portfolio’s investment objective and program. For example, a Portfolio may use foreign currency options and forward contracts to increase exposure to a foreign currency or shift exposure to foreign currency fluctuations from one country to another. However, the Portfolio will not enter into a forward contract, or maintain exposure to any such contract(s), if the amount of foreign currency required to be delivered thereunder would exceed the Portfolio’s holdings of liquid securities and currency available for cover of the forward contract(s). In determining the amount to be delivered under a contract, the Portfolio may net offsetting positions.

 

At the maturity of a forward contract, a Portfolio may sell the portfolio security and make delivery of the foreign currency, or it may retain the security and either extend the maturity of the forward contract (by “rolling” that contract forward) or may initiate a new forward contract. If a Portfolio retains the portfolio security and engages in an offsetting transaction, the Portfolio will incur a gain or a loss (as described below) to the extent that there has been movement in forward contract prices. If the Portfolio engages in an offsetting transaction, it may subsequently enter into a new forward contract to sell the foreign currency.

 

Should forward prices decline during the period between the Portfolio’s entering into a forward contract for the sale of a foreign currency and the date it enters into an offsetting contract for the purchase of the foreign currency, the Portfolio will realize a gain to the extent the price of the currency it has agreed to sell exceeds the price of the currency it has agreed to purchase. Should forward prices increase, the Portfolio will suffer a loss to the extent the price of the currency it has agreed to purchase exceeds the price of the currency it has agreed to sell.

 

Although each Portfolio values its assets daily in terms of U.S. dollars, it does not intend to convert its holdings of foreign currencies into U.S. dollars on a daily basis. The Portfolio will convert foreign currencies to U.S. dollars and vice versa from time to time, and investors should be aware of the costs of currency conversion. Although foreign exchange dealers do not charge a fee for conversion, they do realize a profit based on the difference (“spread”) between the prices at which they are buying and selling various currencies. Thus, a dealer may offer to sell a foreign currency to a Portfolio at one rate, while offering a lesser rate of exchange should the Portfolio desire to resell that currency to the dealer.

 

Foreign Currency Options, Foreign Currency Futures Contracts and Options on Futures.     As indicated in Appendix A, certain of the Portfolios may also purchase and sell foreign currency futures contracts and may purchase and write exchange-traded call and put options on foreign currency futures contracts and on foreign currencies. Those Portfolios may purchase or sell exchange-traded foreign currency options, foreign currency futures contracts and related options on foreign currency futures contracts as a hedge against

 

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possible variations in foreign exchange rates. The Portfolios will write options on foreign currency or on foreign currency futures contracts only if they are “covered,” except as described below. A put on a foreign currency or on a foreign currency futures contract written by a Portfolio will be considered “covered” if, so long as the Portfolio is obligated as the writer of the put, it segregates, either on the records of the Advisers or with the Portfolio’s custodian, cash or other liquid securities equal at all times to the aggregate exercise price of the put. A call on a foreign currency or on a foreign currency futures contract written by the Portfolio will be considered “covered” only if the Portfolio segregates, either on the records of the Advisers or with the Portfolio’s custodian, cash or other liquid securities with a value equal to the face amount of the option contract and denominated in the currency upon which the call is written. EQ/Focus PLUS Portfolio may also write uncovered call options on foreign currencies for cross-hedging purposes. The Portfolio will collateralize the option by segregating cash or other liquid assets in an amount not less than the value of the underlying foreign currency in U.S. dollars marked-to-market daily. A call option on a foreign currency is for cross-hedging purposes if it is designed to provide a hedge against a decline due to an adverse change in the exchange rate in the U.S. dollar value of a security which a Portfolio owns or has the right to acquire and which is denominated in the currency underlying the option.

 

Option transactions may be effected to hedge the currency risk on non-U.S. dollar-denominated securities owned by a Portfolio, sold by a Portfolio but not yet delivered or anticipated to be purchased by a Portfolio. As an illustration, a Portfolio may use such techniques to hedge the stated value in U.S. dollars of an investment in a Japanese yen-denominated security. In these circumstances, a Portfolio may purchase a foreign currency put option enabling it to sell a specified amount of yen for dollars at a specified price by a future date. To the extent the hedge is successful, a loss in the value of the dollar relative to the yen will tend to be offset by an increase in the value of the put option.

 

Over the Counter Options on Foreign Currency Transactions.     As indicated in Appendix A, certain of the Portfolios may engage in over the counter options on foreign currency transactions. Each AllianceBernstein Portfolio (other than EQ/Equity 500 Index Portfolio) and EQ/Focus PLUS Portfolio will engage in over the counter options on foreign currency transactions only with financial institutions that have capital of at least $50 million or whose obligations are guaranteed by an entity having capital of at least $50 million. The Advisers may engage in these transactions to protect against uncertainty in the level of future exchange rates in connection with the purchase and sale of portfolio securities (“transaction hedging”) and to protect the value of specific portfolio positions (“position hedging”). Certain differences exist between foreign currency hedging instruments. Foreign currency options provide the holder the right to buy or to sell a currency at a fixed price on or before a future date. Listed options are third-party contracts (performance is guaranteed by an exchange or clearing corporation) which are issued by a clearing corporation, traded on an exchange and have standardized prices and expiration dates. Over the counter options are two-party contracts and have negotiated prices and expiration dates. A futures contract on a foreign currency is an agreement between two parties to buy and sell a specified amount of the currency for a set price on a future date. Futures contracts and listed options on futures contracts are traded on boards of trade or futures exchanges. Options traded in the over the counter market may not be as actively traded as those on an exchange, so it may be more difficult to value such options. In addition, it may be difficult to enter into closing transactions with respect to options traded over the counter.

 

Hedging transactions involve costs and may result in losses. As indicated in Appendix A, certain of the Portfolios may also write covered call options on foreign currencies to offset some of the costs of hedging those currencies. A Portfolio will engage in over the counter options transactions on foreign currencies only when appropriate exchange traded transactions are unavailable and when, in the Adviser’s opinion, the pricing mechanism and liquidity are satisfactory and the participants are responsible parties likely to meet their contractual obligations. A Portfolio’s ability to engage in hedging and related option transactions may be limited by tax considerations.

 

Transactions and position hedging do not eliminate fluctuations in the underlying prices of the securities which the Portfolios own or intend to purchase or sell. They simply establish a rate of exchange which one can achieve at some future point in time. Additionally, although these techniques tend to minimize the risk

 

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of loss due to a decline in the value of the hedged currency, they tend to limit any potential gain which might result from the increase in the value of such currency.

 

Except for the EQ/PIMCO Ultra Short Bond Portfolio, a Portfolio will not speculate in foreign currency options, futures or related options. Accordingly, a Portfolio (except for the EQ/PIMCO Ultra Short Bond Portfolio) will not hedge a currency substantially in excess of the market value of the securities denominated in that currency which it owns or the expected acquisition price of securities which it anticipates purchasing.

 

Foreign Securities.     As indicated in Appendix A, certain of the Portfolios may also invest in other types of foreign securities or engage in certain types of transactions related to foreign securities, such as Brady Bonds, Depositary Receipts, Eurodollar and Yankee Dollar Obligations and Foreign Currency Transactions, including forward foreign currency transactions, foreign currency options and foreign currency futures contracts and options on futures. Further information about these instruments and the risks involved in their use are contained under the description of each of these instruments in this section.

 

Foreign investments involve certain risks that are not present in domestic securities. For example, foreign securities may be subject to currency risks or to foreign government taxes which reduce their attractiveness. There may be less information publicly available about a foreign issuer than about a U.S. issuer, and a foreign issuer is not generally subject to uniform accounting, auditing and financial reporting standards and practices comparable to those in the United States. Other risks of investing in such securities include political or economic instability in the country involved, the difficulty of predicting international trade patterns and the possibility of imposition of exchange controls. The prices of such securities may be more volatile than those of domestic securities. With respect to certain foreign countries, there is a possibility of expropriation of assets or nationalization, imposition of withholding taxes on dividend or interest payments, difficulty in obtaining and enforcing judgments against foreign entities or diplomatic developments which could affect investment in these countries. Losses and other expenses may be incurred in converting between various currencies in connection with purchases and sales of foreign securities.

 

Foreign stock markets are generally not as developed or efficient as, and may be more volatile than, those in the United States. While growing in volume, they usually have substantially less volume than U.S. markets and a Portfolio’s investment securities may be less liquid and subject to more rapid and erratic price movements than securities of comparable U.S. companies. Equity securities may trade at price/earnings multiples higher than comparable U.S. securities and such levels may not be sustainable. There is generally less government supervision and regulation of foreign stock exchanges, brokers, banks and listed companies abroad than in the United States. Moreover, settlement practices for transactions in foreign markets may differ from those in U.S. markets. Such differences may include delays beyond periods customary in the United States and practices, such as delivery of securities prior to receipt of payment, which increase the likelihood of a “failed settlement,” which can result in losses to a Portfolio.

 

The value of foreign investments and the investment income derived from them may also be affected unfavorably by changes in currency exchange control regulations. Although the Portfolios will invest only in securities denominated in foreign currencies that are fully exchangeable into U.S. dollars without legal restriction at the time of investment, there can be no assurance that currency controls will not be imposed subsequently. In addition, the value of foreign fixed income investments may fluctuate in response to changes in U.S. and foreign interest rates.

 

Foreign brokerage commissions, custodial expenses and other fees are also generally higher than for securities traded in the United States. Consequently, the overall expense ratios of international or global funds are usually somewhat higher than those of typical domestic stock funds.

 

Moreover, investments in foreign government debt securities, particularly those of emerging market country governments, involve special risks. Certain emerging market countries have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties and extreme poverty and unemployment. See “Emerging Markets Securities” below for additional risks.

 

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Fluctuations in exchange rates may also affect the earning power and asset value of the foreign entity issuing a security, even one denominated in U.S. dollars. Dividend and interest payments will be repatriated based on the exchange rate at the time of disbursement, and restrictions on capital flows may be imposed.

 

In less liquid and well developed stock markets, such as those in some Eastern European, Southeast Asian, and Latin American countries, volatility may be heightened by actions of a few major investors. For example, substantial increases or decreases in cash flows of mutual funds investing in these markets could significantly affect stock prices and, therefore, share prices. Additionally, investments in emerging market regions or the following geographic regions are subject to more specific risks, as discussed below:

 

Emerging Market Securities.     As indicated in Appendix A, certain of the Portfolios may invest in emerging market securities. Investments in emerging market country securities involve special risks. The economies, markets and political structures of a number of the emerging market countries in which the Portfolios can invest do not compare favorably with the United States and other mature economies in terms of wealth and stability. Therefore, investments in these countries may be riskier, and will be subject to erratic and abrupt price movements. Some economies are less well developed and less diverse (for example, Latin America, Eastern Europe and certain Asian countries), and more vulnerable to the ebb and flow of international trade, trade barriers and other protectionist or retaliatory measures. Similarly, many of these countries, particularly in Southeast Asia, Latin America, and Eastern Europe, are grappling with severe inflation or recession, high levels of national debt, currency exchange problems and government instability. Investments in countries that have recently begun moving away from central planning and state-owned industries toward free markets, such as the Eastern European or Chinese economies, should be regarded as speculative.

 

Certain emerging market countries have historically experienced, and may continue to experience, high rates of inflation, high interest rates, exchange rate fluctuations, large amounts of external debt, balance of payments and trade difficulties and extreme poverty and unemployment. The issuer or governmental authority that controls the repayment of an emerging market country’s debt may not be able or willing to repay the principal and/or interest when due in accordance with the terms of such debt. A debtor’s willingness or ability to repay principal and interest due in a timely manner may be affected by, among other factors, its cash flow situation, and, in the case of a government debtor, the extent of its foreign reserves, the availability of sufficient foreign exchange on the date a payment is due, the relative size of the debt service burden to the economy as a whole and the political constraints to which a government debtor may be subject. Government debtors may default on their debt and may also be dependent on expected disbursements from foreign governments, multilateral agencies and others abroad to reduce principal and interest arrearages on their debt. Holders of government debt may be requested to participate in the rescheduling of such debt and to extend further loans to government debtors.

 

If such an event occurs, a Portfolio may have limited legal recourse against the issuer and/or guarantor. Remedies must, in some cases, be pursued in the courts of the defaulting party itself, and the ability of the holder of foreign government fixed income securities to obtain recourse may be subject to the political climate in the relevant country. In addition, no assurance can be given that the holders of commercial bank debt will not contest payments to the holders of other foreign government debt obligations in the event of default under their commercial bank loan agreements.

 

The economies of individual emerging market countries may differ favorably or unfavorably from the U.S. economy in such respects as growth of gross domestic product, rate of inflation, currency depreciation, capital reinvestment, resource self-sufficiency and balance of payments position. Further, the economies of developing countries generally are heavily dependent upon international trade and, accordingly, have been, and may continue to be, adversely affected by trade barriers, exchange controls, managed adjustments in relative currency values and other protectionist measures imposed or negotiated by the countries with which they trade. These economies also have been, and may continue to be, adversely affected by economic conditions in the countries with which they trade.

 

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Investing in emerging market countries may entail purchasing securities issued by or on behalf of entities that are insolvent, bankrupt, in default or otherwise engaged in an attempt to reorganize or reschedule their obligations, and in entities that have little or no proven credit rating or credit history. In any such case, the issuer’s poor or deteriorating financial condition may increase the likelihood that the investing Portfolio will experience losses or diminution in available gains due to bankruptcy, insolvency or fraud.

 

Eastern European and Russian Securities.     The economies of Eastern European countries are currently suffering both from the stagnation resulting from centralized economic planning and control and the higher prices and unemployment associated with the transition to market economics. Unstable economic and political conditions may adversely affect security values. Upon the accession to power of Communist regimes approximately 50 years ago, the governments of a number of Eastern European countries expropriated a large amount of property. The claims of many property owners against those governments were never finally settled. In the event of the return to power of the Communist Party, there can be no assurance that a Portfolio’s investments in Eastern Europe would not be expropriated, nationalized or otherwise confiscated.

 

The registration, clearing and settlement of securities transactions involving Russian issuers are subject to significant risks not normally associated with securities transactions in the United States and other more developed markets. Ownership of equity securities in Russian companies is evidenced by entries in a company’s share register (except where shares are held through depositories that meet the requirements of the 1940 Act) and the issuance of extracts from the register or, in certain limited cases, by formal share certificates. However, Russian share registers are frequently unreliable and a Portfolio could possibly lose its registration through oversight, negligence or fraud. Moreover, Russia lacks a centralized registry to record shares and companies themselves maintain share registers. Registrars are under no obligation to provide extracts to potential purchasers in a timely manner or at all and are not necessarily subject to effective state supervision. In addition, while registrars are liable under law for losses resulting from their errors, it may be difficult for a Portfolio to enforce any rights it may have against the registrar or issuer of the securities in the event of loss of share registration. For example, although Russian companies with more than 1,000 shareholders are required by law to employ an independent company to maintain share registers, in practice, such companies have not always followed this law. Because of this lack of independence of registrars, management of a Russian company may be able to exert considerable influence over who can purchase and sell the company’s shares by illegally instructing the registrar to refuse to record transactions on the share register. Furthermore, these practices could cause a delay in the sale of Russian securities by a Portfolio if the company deems a purchaser unsuitable, which may expose a Portfolio to potential loss on its investment.

 

In light of the risks described above, the Board of Trustees of the Trust has approved certain procedures concerning a Portfolio’s investments in Russian securities. Among these procedures is a requirement that a Portfolio will not invest in the securities of a Russian company unless that issuer’s registrar has entered into a contract with a Portfolio’s custodian containing certain protective conditions, including, among other things, the custodian’s right to conduct regular share confirmations on behalf of a Portfolio. This requirement will likely have the effect of precluding investments in certain Russian companies that a Portfolio would otherwise make.

 

Latin America

 

Inflation.     Most Latin American countries have experienced, at one time or another, severe and persistent levels of inflation, including, in some cases, hyperinflation. This has, in turn, led to high interest rates, extreme measures by governments to keep inflation in check, and a generally debilitating effect on economic growth. Although inflation in many countries has lessened, there is no guarantee it will remain at lower levels.

 

Political Instability.     The political history of certain Latin American countries has been characterized by political uncertainty, intervention by the military in civilian and economic spheres, and political corruption. Such developments, if they were to reoccur, could reverse favorable trends toward market and economic reform, privatization, and removal of trade barriers, and result in significant disruption in securities markets.

 

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Foreign Currency.     Certain Latin American countries may have managed currencies which are maintained at artificial levels to the U.S. dollar rather than at levels determined by the market. This type of system can lead to sudden and large adjustments in the currency which, in turn, can have a disruptive and negative effect on foreign investors. For example, in late 1994 the value of the Mexican peso lost more than one-third of its value relative to the dollar. Certain Latin American countries also restrict the free conversion of their currency into foreign currencies, including the U.S. dollar. There is no significant foreign exchange market for many currencies and it would, as a result, be difficult for the Fund to engage in foreign currency transactions designed to protect the value of the Fund’s interests in securities denominated in such currencies.

 

Sovereign Debt.     A number of Latin American countries are among the largest debtors of developing countries. There have been moratoria on, and reschedulings of, repayment with respect to these debts. Such events can restrict the flexibility of these debtor nations in the international markets and result in the imposition of onerous conditions on their economies.

 

Pacific Basin Region.     Many Asian countries may be subject to a greater degree of social, political and economic instability than is the case in the U.S. and European countries. Such instability may result from (i) authoritarian governments or military involvement in political and economic decision-making; (ii) popular unrest associated with demands for improved political, economic and social conditions; (iii) internal insurgencies; (iv) hostile relations with neighboring countries; and (v) ethnic, religious and racial disaffection.

 

The economies of most of the Asian countries are heavily dependent on international trade and are accordingly affected by protective trade barriers and the economic conditions of their trading partners, principally, the U.S., Japan, China and the European Community. The enactment by the U.S. or other principal trading partners of protectionist trade legislation, reduction of foreign investment in the local economies and general declines in the international securities markets could have a significant adverse effect upon the securities markets of the Asian countries.

 

The securities markets in Asia are substantially smaller, less liquid and more volatile than the major securities markets in the U.S. A high proportion of the shares of many issuers may be held by a limited number of persons and financial institutions, which may limit the number of shares available for investment by a Portfolio. Similarly, volume and liquidity in the bond markets in Asia are less than in the U.S. and, at times, price volatility can be greater than in the U.S. A limited number of issuers in Asian securities markets may represent a disproportionately large percentage of market capitalization and trading value. The limited liquidity of securities markets in Asia may also affect a Portfolio’s ability to acquire or dispose of securities at the price and time it wishes to do so. In addition, the Asian securities markets are susceptible to being influenced by large investors trading significant blocks of securities.

 

Many stock markets are undergoing a period of growth and change which may result in trading volatility and difficulties in the settlement and recording of transactions, and in interpreting and applying the relevant law and regulations. With respect to investments in the currencies of Asian countries, changes in the value of those currencies against the U.S. dollar will result in corresponding changes in the U.S. dollar value of a Portfolio’s assets denominated in those currencies.

 

Chinese Companies.     Investing in China, Hong Kong and Taiwan involves a high degree of risk and special considerations not typically associated with investing in other more established economies or securities markets. Such risks may include: (a) the risk of nationalization or expropriation of assets or confiscatory taxation; (b) greater social, economic and political uncertainty (including the risk of war); (c) dependency on exports and the corresponding importance of international trade; (d) the increasing competition from Asia’s other low-cost emerging economies; (e) greater price volatility, substantially less liquidity and significantly smaller market capitalization of securities markets, particularly in China; (f) currency exchange rate fluctuations and the lack of available currency hedging instruments; (g) higher rates of inflation; (h) controls on foreign investment and limitations on repatriation of invested capital and on the portfolio’s ability to exchange local currencies for U.S. dollars; (i) greater governmental involvement

 

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in and control over the economy; (j) the risk that the Chinese government may decide not to continue to support the economic reform programs implemented since 1978 and could return to the prior, completely centrally planned, economy; (k) the fact that Chinese companies, particularly those located in China, may be smaller, less seasoned and newly-organized companies; (1) the difference in, or lack of auditing and financial reporting standards which may result in unavailability of material information about issuers, particularly in China; (m) the fact that statistical information regarding the economy China may be inaccurate or not comparable to statistical information regarding the U.S. or other economies; (n) the less extensive, and still developing, regulation of the securities markets, business entities and commercial transactions; (o) the fact that the settlement period of securities transactions in foreign markets may be longer (p) the willingness and ability of the Chinese government to support the Chinese and Hong Kong economies and markets is uncertain; (q) the risk that it may be more difficult or impossible, to obtain and/or enforce a judgment than in other countries; (r) the rapidity and erratic nature of growth, particularly in China, resulting in inefficiencies and dislocations; and (s) the risk that, because of the degree of interconnectivity between the economies and financial markets of China, Hong Kong and Taiwan, any sizable reduction in the demand for goods from China, or an economic downturn in China could negatively affect the economies and financial markets of Hong Kong and Taiwan, as well. Investment in China, Hong Kong and Taiwan is subject to certain political risks. Following the establishment of the People’s Republic of China by the Communist Party in 1949, the Chinese government renounced various debt obligations incurred by China’s predecessor governments, which obligations remain in default, and expropriated assets without compensation. There can be no assurance that the Chinese government will not take similar action in the future. An investment in the portfolio involves risk of a total loss. The political reunification of China and Taiwan is a highly problematic issue and is unlikely to be settled in the near future. This situation poses a threat to Taiwan’s economy and could negatively affect its stock market. China has committed by treaty to preserve Hong Kong’s autonomy and its economic, political and social freedoms for fifty years from the July 1, 1997 transfer of sovereignty from Great Britain to China. However, if China would exert its authority so as to alter the economic, political or legal structures or the existing social policy of Hong Kong, investor and business confidence in Hong Kong could be negatively affected, which in turn could negatively affect markets and business performance.

 

Forward Commitments, When-Issued and Delayed Delivery Securities.     As indicated in Appendix A, certain of the Portfolios may invest in forward commitments, when-issued and delayed delivery securities. Forward commitments, when-issued and delayed delivery transactions arise when securities are purchased by a Portfolio with payment and delivery taking place in the future in order to secure what is considered to be an advantageous price or yield to the Portfolio at the time of entering into the transaction. However, the price of or yield on a comparable security available when delivery takes place may vary from the price of or yield on the security at the time that the forward commitment or when-issued or delayed delivery transaction was entered into. Agreements for such purchases might be entered into, for example, when a Portfolio anticipates a decline in interest rates and is able to obtain a more advantageous price or yield by committing currently to purchase securities to be issued later. When a Portfolio purchases securities on a forward commitment, when-issued or delayed delivery basis it does not pay for the securities until they are received, and the Portfolio is required to designate the segregation, either on the records of the Advisers or with the Trust’s custodian, of cash or other liquid securities in an amount equal to or greater than, on a daily basis, the amount of the Portfolio’s forward commitments, when-issued or delayed delivery commitments or to enter into offsetting contracts for the forward sale of other securities it owns. Forward commitments may be considered securities in themselves and involve a risk of loss if the value of the security to be purchased declines prior to the settlement date, which risk is in addition to the risk of decline in value of the Portfolio’s other assets. Where such purchases are made through dealers, a Portfolio relies on the dealer to consummate the sale. The dealer’s failure to do so may result in the loss to a Portfolio of an advantageous yield or price.

 

A Portfolio will only enter into forward commitments and make commitments to purchase securities on a when-issued or delayed delivery basis with the intention of actually acquiring the securities. However, the Portfolio may sell these securities before the settlement date if it is deemed advisable as a matter of

 

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investment strategy. Forward commitments and when-issued and delayed delivery transactions are generally expected to settle within three months from the date the transactions are entered into, although the Portfolio may close out its position prior to the settlement date by entering into a matching sales transaction.

 

Although none of the Portfolios intends to make such purchases for speculative purposes and each Portfolio intends to adhere to the policies of the SEC, purchases of securities on such a basis may involve more risk than other types of purchases. For example, by committing to purchase securities in the future, a Portfolio subjects itself to a risk of loss on such commitments as well as on its portfolio securities. Also, a Portfolio may have to sell assets that have been set aside in order to meet redemptions. In addition, if a Portfolio determines it is advisable as a matter of investment strategy to sell the forward commitment or when-issued or delayed delivery securities before delivery, that Portfolio may incur a gain or loss because of market fluctuations since the time the commitment to purchase such securities was made. When the time comes to pay for the securities to be purchased under a forward commitment or on a when-issued or delayed delivery basis, a Portfolio will meet its obligations from the then available cash flow or the sale of securities, or, although it would not normally expect to do so, from the sale of the forward commitment or when-issued or delayed delivery securities themselves (which may have a value greater or less than a Portfolio’s payment obligation).

 

Hybrid Instruments.     As indicated in Appendix A, certain of the Portfolios may invest in hybrid instruments (a type of potentially high-risk derivative). Hybrid instruments have recently been developed and combine the elements of futures contracts or options with those of debt, preferred equity or a depositary instrument. Generally, a hybrid instrument will be a debt security, preferred stock, depositary share, trust certificate, certificate of deposit or other evidence of indebtedness on which a portion of or all interest payments, and/or the principal or stated amount payable at maturity, redemption or retirement, is determined by reference to prices, changes in prices, or differences between prices, of securities, currencies, intangibles, goods, articles or commodities (collectively “Underlying Assets”) or by another objective index, economic factor or other measure, such as interest rates, currency exchange rates, commodity indices, and securities indices (collectively “Benchmarks”). Thus, hybrid instruments may take a variety of forms, including, but not limited to, debt instruments with interest or principal payments or redemption terms determined by reference to the value of a currency or commodity or securities index at a future point in time, preferred stock with dividend rates determined by reference to the value of a currency, or convertible securities with the conversion terms related to a particular commodity rates. Under certain conditions, the redemption value of such an instrument could be zero. Hybrid instruments can have volatile prices and limited liquidity and their use by a Portfolio may not be successful.

 

Hybrid instruments may bear interest or pay preferred dividends at below market (or even relatively nominal) rates. Alternatively, hybrid instruments may bear interest at above market rates but bear an increased risk of principal loss (or gain). The latter scenario may result if “leverage” is used to structure the hybrid instrument. Leverage risk occurs when the hybrid instrument is structured so that a given change in a Benchmark or Underlying Asset is multiplied to produce a greater value change in the hybrid instrument, thereby magnifying the risk of loss as well as the potential for gain.

 

Hybrid instruments can be an efficient means of creating exposure to a particular market, or segment of a market, with the objective of enhancing total return. For example, a Portfolio may wish to take advantage of expected declines in interest rates in several European countries, but avoid the transaction costs associated with buying and currency-hedging the foreign bond positions. One solution would be to purchase a U.S. dollar-denominated hybrid instrument whose redemption price is linked to the average three year interest rate in a designated group of countries. The redemption price formula would provide for payoffs of greater than par if the average interest rate was lower than a specified level, and payoffs of less than par if rates were above the specified level. Furthermore, a Portfolio could limit the downside risk of the security by establishing a minimum redemption price so that the principal paid at maturity could not be below a predetermined minimum level if interest rates were to rise significantly. The purpose of this arrangement, known as a structured security with an embedded put option, would be to give the Portfolio the desired European bond exposure while avoiding currency risk, limiting downside market risk, and

 

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lowering transaction costs. Of course, there is no guarantee that the strategy will be successful and a Portfolio could lose money if, for example, interest rates do not move as anticipated or credit problems develop with the issuer of the hybrid instrument.

 

Although the risks of investing in hybrid instruments reflect a combination of the risks of investing in securities, options, futures and currencies, hybrid instruments are potentially more volatile and carry greater market risks than traditional debt instruments. The risks of a particular hybrid instrument will, of course, depend upon the terms of the instrument, but may include, without limitation, the possibility of significant changes in the Benchmarks or the prices of Underlying Assets to which the instrument is linked. Such risks generally depend upon factors which are unrelated to the operations or credit quality of the issuer of the hybrid instrument and which may not be readily foreseen by the purchaser, such as economic and political events, the supply and demand for the Underlying Assets and interest rate movements. In recent years, various Benchmarks and prices for Underlying Assets have been highly volatile, and such volatility may be expected in the future.

 

Hybrid instruments may also carry liquidity risk since the instruments are often “customized” to meet the portfolio needs of a particular investor, and therefore, the number of investors that are willing and able to buy such instruments in the secondary market may be smaller than that for more traditional debt securities. In addition, because the purchase and sale of hybrid instruments could take place in an over the counter market without the guarantee of a central clearing organization or in a transaction between the portfolio and the issuer of the hybrid instrument, the creditworthiness of the counter party or issuer of the hybrid instrument would be an additional risk factor which the Portfolio would have to consider and monitor. Hybrid instruments also may not be subject to regulation of the CFTC, which generally regulates the trading of commodity futures by persons in the United States, the SEC, which regulates the offer and sale of securities by and to persons in the United States, or any other governmental regulatory authority. The various risks discussed above, particularly the market risk of such instruments, may in turn cause significant fluctuations in the net asset value of the Portfolio.

 

Illiquid Securities or Non-Publicly Traded Securities.     As indicated in Appendix A, certain of the Portfolios may invest in illiquid securities or non-publicly traded securities. The inability of a Portfolio to dispose of illiquid or not readily marketable investments readily or at a reasonable price could impair a Portfolio’s ability to raise cash for redemptions or other purposes. The liquidity of securities purchased by a Portfolio which are eligible for resale pursuant to Rule 144A and that have been determined to be liquid by the Board or its delegates will be monitored by each Portfolio’s Adviser on an ongoing basis, subject to the oversight of the Manager. In the event that such a security is deemed to be no longer liquid, a Portfolio’s holdings will be reviewed to determine what action, if any, is required to ensure that the retention of such security does not result in a Portfolio’s having more than 10% or 15% of its assets invested in illiquid or not readily marketable securities.

 

Rule 144A Securities will be considered illiquid, and therefore subject to a Portfolio’s limit on the purchase of illiquid securities, unless the Board or its delegates determines that the Rule 144A Securities are liquid. In reaching liquidity decisions, the Board of Trustees and its delegates may consider, among other things, the following factors: (i) the unregistered nature of the security; (ii) the frequency of trades and quotes for the security; (iii) the number of dealers wishing to purchase or sell the security and the number of other potential purchasers; (iv) dealer undertakings to make a market in the security; and (v) the nature of the security and the nature of the marketplace trades (e.g., the time needed to dispose of the security, the method of soliciting offers and the mechanics of the transfer).

 

Historically, illiquid securities have included securities subject to contractual or legal restrictions on resale because they have not been registered under the 1933 Act, securities which are otherwise not readily marketable and repurchase agreements having a maturity of longer than seven days. Securities which have not been registered under the 1933 Act are referred to as private placements or restricted securities and are purchased directly from the issuer or in the secondary market. Mutual funds do not typically hold a significant amount of these restricted or other illiquid securities because of the potential for delays on

 

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resale and uncertainty in valuation. Limitations on resale may have an adverse effect on the marketability of portfolio securities and a mutual fund might be unable to dispose of restricted or other illiquid securities promptly or at reasonable prices and might thereby experience difficulty satisfying redemptions within seven days. A mutual fund might also have to register such restricted securities in order to dispose of them resulting in additional expense and delay. Adverse market conditions could impede such a public offering of securities.

 

In recent years, however, a large institutional market has developed for certain securities that are not registered under the 1933 Act, including repurchase agreements, commercial paper, foreign securities, municipal securities and corporate bonds and notes. Institutional investors depend on an efficient institutional market in which the unregistered security can be readily resold or on an issuer’s ability to honor a demand for repayment. The fact that there are contractual or legal restrictions on resale to the general public or to certain institutions may not be indicative of the liquidity of such investments.

 

Investment Company Securities.     As indicated in Appendix A, certain of the Portfolios may invest in investment company securities. Investment company securities are securities of other open-end or closed-end investment companies. Except for so-called funds-of-funds, the 1940 Act generally prohibits a Portfolio from acquiring more than 3% of the outstanding voting shares of an investment company and limits such investments to no more than 5% of the Portfolio’s total assets in any investment company and no more than 10% in any combination of unaffiliated investment companies. The 1940 Act further prohibits a Portfolio from acquiring in the aggregate more than 10% of the outstanding voting shares of any registered closed-end investment company. The Allocation Portfolio, EQ/AXA Franklin Templeton Founding Strategy Core Portfolio, EQ/International ETF Portfolio and the Crossings Allocation Portfolios invest substantially all of their assets in the securities of other investment companies. Investing in other investment companies involves substantially the same risks as investing directly in the underlying instruments, but the total return on such investments at the investment company level may be reduced by the operating expenses and fees of such other investment companies, including advisory fees.

 

Passive Foreign Investment Companies .     As indicated in Appendix A, certain Portfolios may purchase the securities of “passive foreign investment companies” (“PFICs”). Such companies have been the only or primary way to invest in countries that limit, or prohibit, all direct foreign investment in the securities of companies domiciled therein. However, the governments of some countries have authorized the organization of investment funds to permit indirect foreign investment in such securities. In addition to bearing their proportionate share of a Portfolio’s expenses (management fees and operating expenses), shareholders will also indirectly bear similar expenses of such funds. Like other foreign securities, interests in PFICs also involve the risk of foreign securities, as described above, as well as certain tax consequences (see the section entitled “Taxation”).

 

Exchange Traded Funds (ETFs).     As indicated in Appendix A, certain of the Portfolios may invest in ETFs. These are a type of investment company bought and sold on a securities exchange. An ETF represents a portfolio of securities designed to track a particular market index. A Portfolio could purchase an ETF to temporarily gain exposure to a portion of the U.S. or a foreign market while awaiting purchase of underlying securities. EQ/International ETF Portfolio invests substantially all of its assets in ETFs. The risks of owning an ETF generally reflect the risks of owning the underlying securities they are designed to track, although lack of liquidity in an ETF could result in it being more volatile and ETFs have fees which increase their costs.

 

Investment Grade Securities .     As indicated in Appendix A, certain of the Portfolios may invest in or hold investment grade securities. Investment grade securities are securities rated Baa or higher by Moody’s Investors Service, Inc. (“Moody’s”), BBB or higher by Standard & Poor’s Rating Services, a division of The McGraw-Hill Companies, Inc. (“Standard & Poor’s”), or BBB or higher by Fitch Ratings Ltd. (“Fitch”) or comparable quality unrated securities. Investment grade securities, while normally exhibiting adequate protection parameters, have speculative characteristics, and, consequently, changes in economic conditions or other circumstances are more likely to lead to a weakened capacity of such issuers to make principal and interest payments than is the case for higher grade fixed income securities.

 

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Junk Bonds or Lower Rated Securities.     As indicated in Appendix A, certain of the Portfolios may invest in or hold Junk Bonds or Lower Rated Securities (“lower quality securities”). Lower quality fixed income securities are securities that are rated in the lower categories by nationally recognized statistical rating organizations (“NRSROs”) ( i.e ., Ba or lower by Moody’s, BB or lower by Standard & Poor’s and BB or lower by Fitch) or comparable quality unrated securities. Such lower quality securities are known as “junk bonds” and are regarded as predominantly speculative with respect to the issuer’s continuing ability to meet principal and interest payments. (Each NRSRO’s descriptions of these bond ratings are set forth in the Appendix B to this Statement of Additional Information.) Because investment in lower quality securities involves greater investment risk, achievement of a Portfolio’s investment objective will be more dependent on the Adviser’s analysis than would be the case if that Portfolio were investing in higher quality bonds. In addition, lower quality securities may be more susceptible to real or perceived adverse economic and individual corporate developments than would investment grade bonds. Moreover, the secondary trading market for lower quality securities may be less liquid than the market for investment grade bonds. This potential lack of liquidity may make it more difficult for an Adviser to value accurately certain portfolio securities.

 

It is the policy of each Portfolio’s Adviser(s) to not rely exclusively on ratings issued by credit rating agencies but to supplement such ratings with the Adviser’s own independent and ongoing review of credit quality. Junk bonds may be issued as a consequence of corporate restructuring, such as leveraged buyouts, mergers, acquisitions, debt recapitalizations, or similar events or by smaller or highly leveraged companies. When economic conditions appear to be deteriorating, junk bonds may decline in market value due to investors’ heightened concern over credit quality, regardless of prevailing interest rates. It should be recognized that an economic downturn or increase in interest rates is likely to have a negative effect on: (i) the high yield bond market; (ii) the value of high yield securities; and (iii) the ability of the securities’ issuers to service their principal and interest payment obligations, to meet their projected business goals or to obtain additional financing. The market for junk bonds, especially during periods of deteriorating economic conditions, may be less liquid than the market for investment grade bonds. In periods of reduced market liquidity, junk bond prices may become more volatile and may experience sudden and substantial price declines. Also, there may be significant disparities in the prices quoted for junk bonds by various dealers. Under such conditions, a Portfolio may find it difficult to value its junk bonds accurately. Under such conditions, a Portfolio may have to use subjective rather than objective criteria to value its junk bond investments accurately and rely more heavily on the judgment of the Trust’s Board of Trustees. Junk bonds may contain redemption or call provisions. If an issuer exercises these provisions in a declining interest rate market, the Portfolio would have to replace the security with a lower yielding security, resulting in a decreased return. Conversely a junk bond’s value will decrease in a rising interest rate market, as will the value of the Portfolio’s assets. If the Portfolio experiences unexpected net redemptions, this may force it to sell its junk bonds, without regard to their investment merits, thereby decreasing the asset base upon which the Portfolio’s expenses can be spread and possibly reducing the Portfolio’s rate of return. Prices for junk bonds also may be affected by legislative and regulatory developments. For example, federal rules require that savings and loans gradually reduce their holdings of high-yield securities. Also, from time to time, Congress has considered legislation in the past to restrict or eliminate the corporate tax deduction for interest payments or to regulate corporate restructuring such as takeovers, mergers or leveraged buyouts. Such legislation, if enacted, could depress the prices of outstanding junk bonds.

 

Credit Ratings.     Moody’s, S&P, Fitch and other rating agencies are private services that provide ratings of the credit quality of bonds, including municipal bonds, and certain other securities. A description of the ratings assigned to commercial paper and corporate bonds by Moody’s, S&P and Fitch is included in Appendix B to this SAI. The process by which Moody’s, S&P and Fitch determine ratings for mortgage-backed securities includes consideration of the likelihood of the receipt by security holders of all distributions, the nature of the underlying assets, the credit quality of the guarantor, if any, and the structural, legal and tax aspects associated with these securities. Not even the highest such rating represents an assessment of the likelihood that principal prepayments will be made by obligors on the underlying assets or the degree to which such prepayments may differ from that originally anticipated, nor do such

 

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ratings address the possibility that investors may suffer a lower than anticipated yield or that investors in such securities may fail to recoup fully their initial investment due to prepayments.

 

Credit ratings attempt to evaluate the safety of principal and interest payments, but they do not evaluate the volatility of a bond’s value or its liquidity and do not guarantee the performance of the issuer. Rating agencies may fail to make timely changes in credit ratings in response to subsequent events, so that an issuer’s current financial condition may be better or worse than the rating indicates. There is a risk that rating agencies may downgrade a bond’s rating. Subsequent to a bond’s purchase by a portfolio, it may cease to be rated or its rating may be reduced below the minimum rating required for purchase by the portfolio. The Portfolios may use these ratings in determining whether to purchase, sell or hold a security. It should be emphasized, however, that ratings are general and are not absolute standards of quality. Consequently, bonds with the same maturity, interest rate and rating may have different market prices.

 

In addition to ratings assigned to individual bond issues, the applicable Adviser will analyze interest rate trends and developments that may affect individual issuers, including factors such as liquidity, profitability and asset quality. The yields on bonds are dependent on a variety of factors, including general money market conditions, general conditions in the bond market, the financial condition of the issuer, the size of the offering, the maturity of the obligation and its rating. There is a wide variation in the quality of bonds, both within a particular classification and between classifications. An issuer’s obligations under its bonds are subject to the provisions of bankruptcy, insolvency and other laws affecting the rights and remedies of bond holders or other creditors of an issuer; litigation or other conditions may also adversely affect the power or ability of issuers to meet their obligations for the payment of interest and principal on their bonds.

 

Loan Participations and Other Direct Indebtedness.     As indicated in Appendix A, certain of the Portfolios may invest a portion of their assets in loan participations and other direct indebtedness. These loans are made generally to finance internal growth, mergers, acquisitions, stock repurchases, leveraged buy-outs and other corporate activities. In purchasing a loan participation, a Portfolio acquires some or all of the interest of a bank or other lending institution in a loan to a corporate borrower. Many such loans are secured, although some may be unsecured. Such loans may be in default at the time of purchase. Loans and other direct indebtedness that are fully secured offer a Portfolio more protection than an unsecured loan in the event of non-payment of scheduled interest or principal. However, there is no assurance that the liquidation of collateral from a secured loan or other direct indebtedness would satisfy the corporate borrower’s obligation, or that the collateral can be liquidated.

 

Certain of the loans and other direct indebtedness acquired by the Portfolio may involve revolving credit facilities or other standby financing commitments which obligate the Portfolio to pay additional cash on a certain date or on demand. The highly leveraged nature of many such loans and other direct indebtedness may make such loans especially vulnerable to adverse changes in economic or market conditions. Loans and other direct indebtedness may not be in the form of securities or may be subject to restrictions on transfer, and only limited opportunities may exist to resell such instruments. As a result, the Portfolio may be unable to sell such investments at an opportune time or may have to resell them at less than fair market value. These commitments may have the effect of requiring a Portfolio to increase its investment in a company at a time when a Portfolio might not otherwise decide to do so (including at a time when the company’s financial condition makes it unlikely that such amounts will be repaid). To the extent that a Portfolio is committed to advance additional funds, it is required to designate the segregation, either on the records of the Advisers or with the Trust’s custodian, of cash or other liquid securities in an amount equal to or greater than on a daily basis, an amount sufficient to meet such commitments.

 

Such loans and other direct indebtedness loans are typically made by a syndicate of lending institutions, represented by an agent lending institution which has negotiated and structured the loan and is responsible for collecting interest, principal and other amounts due on its own behalf and on behalf of the others in the syndicate, and for enforcing its rights and the rights of other loan participants against the borrower. Alternatively, such loans and other direct indebtedness may be structured as a “novation” (i.e., a new loan)

 

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pursuant to which a Portfolio would assume all of the rights of the lending institution in a loan, or as an assignment, pursuant to which a Portfolio would purchase an assignment of a portion of a lender’s interest in a loan or other direct indebtedness either directly from the lender or through an intermediary. A Portfolio may also purchase trade or other claims against companies, which generally represent money owed by the company to a supplier of goods or services. These claims may also be purchased at a time when the company is in default.

 

A Portfolio’s ability to receive payment of principal, interest and other amounts due in connection with these investments will depend primarily on the financial condition of the borrower. In selecting the loans and other direct indebtedness that a Portfolio will purchase, the Adviser will rely upon its own credit analysis of the borrower. As a Portfolio may be required to rely upon another lending institution to collect and pass on to a Portfolio amounts payable with respect to the loan and to enforce a Portfolio’s rights under the loan and other direct indebtedness, an insolvency, bankruptcy or reorganization of the lending institution may delay or prevent a Portfolio from receiving such amounts. In such cases, a Portfolio will also evaluate the creditworthiness of the lending institution and will treat both the borrower and the lending institutions as an “issuer” of the loan for purposes of certain investment restrictions pertaining to the diversification of a Portfolio’s portfolio investments.

 

Investments in such loans and other direct indebtedness may involve additional risks to a Portfolio. For example, if a loan or other direct indebtedness is foreclosed, a Portfolio could become part owner of any collateral, and would bear the costs and liabilities associated with owning and disposing of the collateral. In addition, it is conceivable that under emerging legal theories of lender liability, a Portfolio could be held liable. It is unclear whether loans and other forms of direct indebtedness offer securities law protections against fraud and misrepresentation. In the absence of definitive regulatory guidance, a Portfolio relies on the Adviser’s research in an attempt to avoid situations where fraud and misrepresentation could adversely affect a Portfolio. In addition, loans and other direct investments may not be in the form of securities or may be subject to restrictions on transfer, and only limited opportunities may exist to resell such instruments. As a result, a Portfolio may be unable to sell such investments at an opportune time or may have to resell them at less than fair market value. To the extent that the Adviser determines that any such investments are illiquid, a Portfolio will include them in the investment limitations described above.

 

Mortgage-Backed or Mortgage-Related Securities .     As indicated in Appendix A, certain of the Portfolios may invest in mortgage-related securities (i.e., mortgage-backed securities). A mortgage-backed security may be an obligation of the issuer backed by a mortgage or pool of mortgages or a direct interest in an underlying pool of mortgages. Certain Portfolios may invest in collateralized mortgage obligations (“CMOs”) and stripped mortgage-backed securities that represent a participation in, or are secured by, mortgage loans. Some mortgage-backed securities, such as CMOs, make payments of both principal and interest at a variety of intervals; others make semiannual interest payments at a predetermined rate and repay principal at maturity (like a typical bond). Mortgage-backed securities are based on different types of mortgages including those on commercial real estate or residential properties.

 

CMOs may be issued by a U.S. Government agency or instrumentality or by a private issuer. Although payment of the principal of, and interest on, the underlying collateral securing privately issued CMOs may be guaranteed by the U.S. Government or its agencies or instrumentalities, these CMOs represent obligations solely of the private issuer and are not insured or guaranteed by the U.S. Government, its agencies or instrumentalities or any other person or entity. Prepayments could cause early retirement of CMOs. CMOs are designed to reduce the risk of prepayment for investors by issuing multiple classes of securities (or “tranches”), each having different maturities, interest rates and payment schedules, and with the principal and interest on the underlying mortgages allocated among the several classes in various ways. Payment of interest or principal on some classes or series of CMOs may be subject to contingencies or some classes or series may bear some or all of the risk of default on the underlying mortgages. CMOs of different classes or series are generally retired in sequence as the underlying mortgage loans in the mortgage pool are repaid. If enough mortgages are repaid ahead of schedule, the classes or series of a CMO with the earliest maturities generally will be retired prior to their maturities. Thus, the early

 

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retirement of particular classes or series of a CMO held by a Portfolio would have the same effect as the prepayment of mortgages underlying other mortgage-backed securities. Conversely, slower than anticipated prepayments can extend the effective maturities of CMOs, subjecting them to a greater risk of decline in market value in response to rising interest rates than traditional debt securities, and, therefore, potentially increasing the volatility of a Portfolio that invests in CMOs.

 

The value of mortgage-backed securities may change due to shifts in the market’s perception of issuers. In addition, regulatory or tax changes may adversely affect the mortgage securities market as a whole. Non- government mortgage-backed securities may offer higher yields than those issued by government entities, but also may be subject to greater price changes than government issues. Mortgage-backed securities have yield and maturity characteristics corresponding to the underlying assets. Certain mortgage-backed securities may include securities backed by pools of mortgage loans made to “subprime” borrowers or borrowers with blemished credit histories. The underwriting standards for subprime loans are more flexible than the standards generally used by banks for borrowers with non-blemished credit histories with regard to the borrower’s credit standing and repayment history. Unlike traditional debt securities, which may pay a fixed rate of interest until maturity, when the entire principal amount comes due, payments on certain mortgage-backed securities include both interest and a partial repayment of principal. Besides the scheduled repayment of principal, repayments of principal may result from the voluntary prepayment, refinancing, or foreclosure of the underlying mortgage loans.

 

Mortgage-backed securities are subject to prepayment risk. Prepayment, which occurs when unscheduled or early payments are made on the underlying mortgages, may shorten the effective maturities of these securities and may lower their returns. If property owners make unscheduled prepayments of their mortgage loans, these prepayments will result in early payment of the applicable mortgage-related securities. In that event, the Portfolios may be unable to invest the proceeds from the early payment of the mortgage-related securities in an investment that provides as high a yield as the mortgage-related securities. Consequently, early payment associated with mortgage-related securities may cause these securities to experience significantly greater price and yield volatility than that experienced by traditional fixed-income securities. The occurrence of mortgage prepayments is affected by factors including the level of interest rates, general economic conditions, the location and age of the mortgage and other social and demographic conditions. During periods of falling interest rates, the rate of mortgage prepayments tends to increase, thereby tending to decrease the life of mortgage-related securities. During periods of rising interest rates, the rate of mortgage prepayments usually decreases, thereby tending to increase the life of mortgage-related securities. In addition, the risk of default by borrowers is greater during times of rising interest rates and/or unemployment rates. The risk of default is generally higher in the case of mortgage pools that include subprime mortgages. If the life of a mortgage-related security is inaccurately predicted, a Portfolio may not be liable to realize the rate of return it expected.

 

Mortgage-backed securities are less effective than other types of securities as a means of “locking in” attractive long-term interest rates. One reason is the need to reinvest prepayments of principal; another is the possibility of significant unscheduled prepayments resulting from declines in interest rates. Prepayments may cause losses on securities purchased at a premium. At times, some of the mortgage-backed securities in which a Portfolio may invest will have higher than market interest rates and, therefore, will be purchased at a premium above their par value. Unscheduled prepayments, which are made at par, will cause a Portfolio to experience a loss equal to any unamortized premium.

 

Stripped mortgage-backed securities are created when a U.S. government agency or a financial institution separates the interest and principal components of a mortgage-backed security and sells them as individual securities. The securities may be issued by agencies or instrumentalities of the U.S. Government and private originators of, or investors in, mortgage loans, including savings and loan associations, mortgage banks, commercial banks, investment banks and special purpose entities of the foregoing. Stripped mortgage-backed securities are usually structured with two classes that receive different portions of the interest and principal distributions on a pool of mortgage loans. The holder of the “principal-only” security (“PO”) receives the principal payments made by the underlying mortgage-backed security, while the

 

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holder of the “interest-only” security (“IO”) receives interest payments from the same underlying security. The Portfolios may invest in both the IO class and the PO class. The prices of stripped mortgage-backed securities may be particularly affected by changes in interest rates. The yield to maturity on an IO class of stripped mortgage-backed securities is extremely sensitive not only to changes in prevailing interest rates but also to the rate of principal payments (including prepayments) on the underlying assets. As interest rates fall, prepayment rates tend to increase, which tends to reduce prices of IOs and increase prices of POs. Rising interest rates can have the opposite effect.

 

Prepayments may also result in losses on stripped mortgage-backed securities. A rapid rate of principal prepayments may have a measurable adverse effect on a Portfolio’s yield to maturity to the extent it invests in IOs. If the assets underlying the IO experience greater than anticipated prepayments of principal, a Portfolio may fail to recoup fully its initial investments in these securities. Conversely, POs tend to increase in value if prepayments are greater than anticipated and decline if prepayments are slower than anticipated. The secondary market for stripped mortgage-backed securities may be more volatile and less liquid than that for other mortgage-backed securities, potentially limiting the Portfolios’ ability to buy or sell those securities at any particular time.

 

The EQ/PIMCO Ultra Short Bond Portfolio may also invest in directly placed mortgages including residential mortgages, multifamily mortgages, mortgages on cooperative apartment buildings, commercial mortgages, and sale-leasebacks. These investments are backed by assets such as office buildings, shopping centers, retail stores, warehouses, apartment buildings and single-family dwellings. In the event that the Portfolio forecloses on any non-performing mortgage, it could end up acquiring a direct interest in the underlying real property and the Portfolio would then be subject to the risks generally associated with the ownership of real property. There may be fluctuations in the market value of the foreclosed property and its occupancy rates, rent schedules and operating expenses. Investment in direct mortgages involve many of the same risks as investments in mortgage-related securities. There may also be adverse changes in local, regional or general economic conditions, deterioration of the real estate market and the financial circumstances of tenants and sellers, unfavorable changes in zoning, building, environmental and other laws, increased real property taxes, rising interest rates, reduced availability and increased cost of mortgage borrowings, the need for anticipated renovations, unexpected increases in the cost of energy, environmental factors, acts of God and other factors which are beyond the control of the Portfolio or the Adviser. Hazardous or toxic substances may be present on, at or under the mortgaged property and adversely affect the value of the property. In addition, the owners of the property containing such substances may be held responsible, under various laws, for containing, monitoring, removing or cleaning up such substances. The presence of such substances may also provide a basis for other claims by third parties. Costs of clean-up or of liabilities to third parties may exceed the value of the property. In addition, these risks may be uninsurable. In light of these and similar risks, it may be impossible to dispose profitably of properties in foreclosure.

 

Mortgage Dollar Rolls.     As indicated in Appendix A, certain of the Portfolios may enter into mortgage dollar rolls in which the Portfolio sells securities for delivery in the current month and simultaneously contracts with the same counter-party to repurchase similar (same type, coupon and maturity) but not identical securities on a specified future date. During the roll period, the Portfolio loses the right to receive principal (including prepayments of principal) and interest paid on the securities sold. However, the Portfolio would benefit to the extent of any difference between the price received for the securities sold and the lower forward price for the future purchase (often referred to as the “drop”) or fee income plus the interest earned on the cash proceeds of the securities sold until the settlement date of the forward purchase. Unless such benefits exceed the income, capital appreciation and gain or loss due to mortgage prepayments that would have been realized on the securities sold as part of the mortgage dollar roll, the use of this technique will diminish the investment performance of the Portfolio compared with what such performance would have been without the use of mortgage dollar rolls. Accordingly, the benefits derived from the use of mortgage dollar rolls depend upon the Adviser’s ability to manage mortgage prepayments. There is no assurance that mortgage dollar rolls can be successfully employed. All cash proceeds will be invested in instruments that are permissible investments for the Portfolio. The Portfolio will maintain until

 

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the settlement date the segregation, either on the records of the Adviser or with the Trust’s custodian, of cash or other liquid securities in an amount equal to the forward purchase price.

 

Municipal Securities.     As indicated in Appendix A, certain of the Portfolios may invest in municipal securities (“municipals”) including residual interest bonds, which are debt obligations issued by local, state and regional governments that provide interest income that is exempt from federal income tax. Municipals include both municipal bonds (those securities with maturities of five years or more) and municipal notes (those with maturities of less than five years). Municipal bonds are issued for a wide variety of reasons: to construct public facilities, such as airports, highways, bridges, schools, hospitals, mass transportation, streets, water and sewer works; to obtain funds for operating expenses; to refund outstanding municipal obligations; and to loan funds to various public institutions and facilities. Certain private activity bonds are also considered municipal bonds if the interest thereon is exempt from federal income tax. Private activity bonds are issued by or on behalf of public authorities to obtain funds for various privately operated manufacturing facilities, housing, sports arenas, convention centers, airports, mass transportation systems and water, gas or sewer works. Private activity bonds are ordinarily dependent on the credit quality of a private user, not the public issuer.

 

Preferred Stocks.     As indicated in Appendix A, certain of the Portfolios may invest in preferred securities. Preferred securities have the right to receive specified dividends or distributions before the payment of dividends or distributions on common stock. Cumulative preferred stock requires the issuer to pay stockholders all prior unpaid dividends before the issuer can pay dividends on common stock. Non-cumulative preferred stock does not require the issuer to pay all prior unpaid dividends before the issuer can pay dividends on common stock. Some preferred stocks also participate in dividends and distributions paid on common stock. Preferred stocks may provide for the issuer to redeem the stock on a specified date. A Portfolio may treat such redeemable preferred stock as a fixed income security.

 

Options and Futures Transactions.     As indicated in Appendix A, certain of the Portfolios may buy and sell futures and options contracts for any number of reasons, including: to manage its exposure to changes in securities prices and foreign currencies; as an efficient means of adjusting its overall exposure to certain markets; in an effort to enhance income; to protect the value of portfolio securities and to adjust the duration of fixed income investments. Each Portfolio may purchase, sell, or write call and put options and futures contracts on securities, financial indices, and foreign currencies and options on futures contracts.

 

The risk of loss in trading futures contracts can be substantial because of the low margin deposits required and the extremely high degree of leveraging involved in futures pricing. As a result, a relatively small price movement in a futures contract may cause an immediate and substantial loss or gain. The primary risks associated with the use of futures contracts and options are: (i) imperfect correlation between the change in market value of the stocks held by a Portfolio and the prices of futures contracts and options; and (ii) possible lack of a liquid secondary market for a futures contract or an over the counter option and the resulting inability to close a futures position or over the counter option prior to its maturity date.

 

Following is a description of specific Options and Futures Transactions, followed by a discussion concerning the risks associated with utilizing options, futures contracts, and forward foreign currency exchange contracts.

 

Futures Transactions.     As indicated in Appendix A, certain of the Portfolios may utilize futures contracts. Futures contracts (a type of potentially high-risk investment) enable the investor to buy or sell an asset in the future at an agreed upon price. A futures contract is a bilateral agreement to buy or sell a security (or deliver a cash settlement price, in the case of a contract relating to an index or otherwise not calling for physical delivery at the end of trading in the contracts) for a set price in the future. Futures contracts are designated by boards of trade which have been designated “contracts markets” by the Commodity Futures Trading Commission (“CFTC”).

 

No purchase price is paid or received when the contract is entered into. Instead, a Portfolio upon entering into a futures contract (and to maintain the Portfolio’s open positions in futures contracts) would be required to designate the segregation, either on the records of the Advisers or with the Trust’s custodian, in

 

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the name of the futures broker an amount of cash, United States Government securities, suitable money market instruments, or liquid, high-grade debt securities, known as “initial margin.” The margin required for a particular futures contract is set by the exchange on which the contract is traded, and may be significantly modified from time to time by the exchange during the term of the contract. Futures contracts are customarily purchased and sold on margin that may range upward from less than 5% of the value of the contract being traded. By using futures contracts as a risk management technique, given the greater liquidity in the futures market than in the cash market, it may be possible to accomplish certain results more quickly and with lower transaction costs.

 

If the price of an open futures contract changes (by increase in the case of a sale or by decrease in the case of a purchase) so that the loss on the futures contract reaches a point at which the margin on deposit does not satisfy margin requirements, the broker will require an increase in the margin. However, if the value of a position increases because of favorable price changes in the futures contract so that the margin deposit exceeds the required margin, the broker will pay the excess to the Portfolio. These subsequent payments called “variation margin,” to and from the futures broker, are made on a daily basis as the price of the underlying assets fluctuate making the long and short positions in the futures contract more or less valuable, a process known as “marking to the market.” The Portfolios expect to earn interest income on their initial and variation margin deposits.

 

A Portfolio will incur brokerage fees when it purchases and sells futures contracts. Positions taken in the futures markets are not normally held until delivery or cash settlement is required, but are instead liquidated through offsetting transactions which may result in a gain or a loss. While futures positions taken by a Portfolio will usually be liquidated in this manner, the Portfolio may instead make or take delivery of underlying securities whenever it appears economically advantageous for the Portfolio to do so. A clearing organization associated with the exchange on which futures are traded assumes responsibility for closing out transactions and guarantees that as between the clearing members of an exchange, the sale and purchase obligations will be performed with regard to all positions that remain open at the termination of the contract.

 

Options on Futures Contracts.     As indicated in Appendix A, certain of the Portfolios may purchase and write exchange-traded call and put options on futures contracts of the type which the particular Portfolio is authorized to enter into. These options are traded on exchanges that are licensed and regulated by the CFTC for the purpose of options trading. A call option on a futures contract gives the purchaser the right, in return for the premium paid, to purchase a futures contract (assume a “long” position) at a specified exercise price at any time before the option expires. A put option gives the purchaser the right, in return for the premium paid, to sell a futures contract (assume a “short” position), for a specified exercise price, at any time before the option expires.

 

Options on futures contracts can be used by a Portfolio to hedge substantially the same risks as might be addressed by the direct purchase or sale of the underlying futures contracts. If the Portfolio purchases an option on a futures contract, it may obtain benefits similar to those that would result if it held the futures position itself. Purchases of options on futures contracts may present less risk in hedging than the purchase and sale of the underlying futures contracts since the potential loss is limited to the amount of the premium plus related transaction costs.

 

The Portfolios will write only options on futures contracts which are “covered.” A Portfolio will be considered “covered” with respect to a put option it has written if, so long as it is obligated as a writer of the put, the Portfolio segregates, either on the records of the Adviser or with the Trust’s custodian, cash or other liquid securities at all times equal to or greater than the aggregate exercise price of the puts it has written (less any related margin deposited with the futures broker). A Portfolio will be considered “covered” with respect to a call option it has written on a debt security future if, so long as it is obligated as a writer of the call, the Portfolio owns a security deliverable under the futures contract. A Portfolio will be considered “covered” with respect to a call option it has written on a securities index future if the Portfolio owns, so long as the Portfolio is obligated as the writer of the call, a portfolio of securities the price changes of which are, in the opinion of its Adviser, expected to replicate substantially the movement of the index upon which the futures contract is based.

 

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Upon the exercise of a call option, the writer of the option is obligated to sell the futures contract (to deliver a “long” position to the option holder) at the option exercise price, which will presumably be lower than the current market price of the contract in the futures market. Upon exercise of a put, the writer of the option is obligated to purchase the futures contract (deliver a “short” position to the option holder) at the option exercise price which will presumably be higher than the current market price of the contract in the futures market. When the holder of an option exercises it and assumes a long futures position, in the case of a call, or a short futures position, in the case of a put, its gain will be credited to its futures margin account, while the loss suffered by the writer of the option will be debited to its account and must be immediately paid by the writer. However, as with the trading of futures, most participants in the options markets do not seek to realize their gains or losses by exercise of their option rights. Instead, the holder of an option will usually realize a gain or loss by buying or selling an offsetting option at a market price that will reflect an increase or a decrease from the premium originally paid.

 

If a Portfolio writes options on futures contracts, the Portfolio will receive a premium but will assume a risk of adverse movement in the price of the underlying futures contract comparable to that involved in holding a futures position. If the option is not exercised, the Portfolio will realize a gain in the amount of the premium, which may partially offset unfavorable changes in the value of securities held in or to be acquired for the Portfolio. If the option is exercised, the Portfolio will incur a loss in the option transaction, which will be reduced by the amount of the premium it has received, but which will offset any favorable changes in the value of its portfolio securities or, in the case of a put, lower prices of securities it intends to acquire.

 

Limitations on Purchase and Sale of Futures Contracts and Options on Futures Contracts.     The Portfolios may invest in futures and options for hedging purposes, as well as non-hedging purposes, to the extent permitted in the prospectus and SAI. In instances involving the purchase of futures contracts or the writing of put options thereon by a Portfolio, an amount of cash and cash equivalents, equal to the cost of such futures contracts or options written (less any related margin deposits), will be designated either on the records of the Advisers or with the Trust’s custodian, thereby insuring that the use of such futures contracts and options is unleveraged. In instances involving the sale of futures contracts or the writing of call options thereon by a Portfolio, the securities underlying such futures contracts or options will at all times be maintained by the Portfolio or, in the case of index futures and related options, the Portfolio will own securities the price changes of which are, in the opinion of its Adviser, expected to replicate substantially the movement of the index upon which the futures contract or option is based.

 

For information concerning the risks associated with utilizing options, futures contracts, and forward foreign currency exchange contracts, please see “Risks of Transactions in Options, Futures Contracts and Forward Currency Contracts.”

 

As indicated in Appendix A, certain of the Portfolios may also write and purchase put and call options. Options (another type of potentially high-risk security) give the purchaser of an option the right, but not the obligation, to buy or sell in the future an asset at a predetermined price during the term of the option. (The writer of a put or call option would be obligated to buy or sell the underlying asset at a predetermined price during the term of the option.) Each Portfolio will write put and call options only if such options are considered to be “covered,” except as described below. A call option on a security is covered, for example, when the writer of the call option owns throughout the option period the security on which the option is written (or a security convertible into such a security without the payment of additional consideration). A put option on a security is covered, for example, when the writer of the put maintains throughout the option period the segregation, either on the records of the Advisers or with the Trust’s custodian, of cash or other liquid assets in an amount equal to or greater than the exercise price of the put option. EQ/Focus PLUS Portfolio may write call options that are not covered for cross-hedging purposes. The Portfolio collateralizes its obligation under a written call option for cross-hedging purposes by segregating, either on the records of the Adviser or with the Trust’s custodian, cash or other liquid assets in an amount not less than the market value of the underlying security, marked-to-market daily. The Portfolio would write a call option for cross-hedging purposes, instead of writing a covered call option, when the premium to be received from the cross-hedge transaction would exceed that which would be received from writing a covered call option and its Adviser believes that writing the option would achieve the desired hedge.

 

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Certain of the Portfolios will not commit more than 5% of their total assets to premiums when purchasing call or put options. In addition, the total market value of securities against which a Portfolio has written call or put options generally will not exceed 25% of its total assets. These limitations do not apply to options attached to or acquired or traded together with their underlying securities, and do not apply to securities that incorporate features similar to options. Additionally, these limitations do not apply to the EQ/PIMCO Ultra Short Bond Portfolio.

 

Writing Call Options.     A call option is a contract which gives the purchaser of the option (in return for a premium paid) the right to buy, and the writer of the option (in return for a premium received) the obligation to sell, the underlying security at the exercise price at any time prior to the expiration of the option, regardless of the market price of the security during the option period. A call option on a security is covered, for example, when the writer of the call option owns the security on which the option is written (or on a security convertible into such a security without additional consideration) throughout the option period.

 

The writing of a call option on a futures contract constitutes a partial hedge against declining prices of the underlying securities. If the futures price at expiration is below the exercise price, the Portfolio will retain the full amount of the option premium, which provides a partial hedge against any decline that may have occurred in the value of the Portfolio’s holdings of securities. The writing of a put option on a futures contract is analogous to the purchase of a futures contract in that it hedges against an increase in the price of securities the Portfolio intends to acquire. However, the hedge is limited to the amount of premium received for writing the put.

 

A Portfolio will write covered call options both to reduce the risks associated with certain of its investments and to increase total investment return through the receipt of premiums. In return for the premium income, the Portfolio will give up the opportunity to profit from an increase in the market price of the underlying security above the exercise price so long as its obligations under the contract continue, except insofar as the premium represents a profit. Moreover, in writing the call option, the Portfolio will retain the risk of loss should the price of the security decline. The premium is intended to offset that loss in whole or in part. Unlike the situation in which the Portfolio owns securities not subject to a call option, the Portfolio, in writing call options, must assume that the call may be exercised at any time prior to the expiration of its obligation as a writer, and that in such circumstances the net proceeds realized from the sale of the underlying securities pursuant to the call may be substantially below the prevailing market price.

 

A Portfolio may terminate its obligation under an option it has written by buying an identical option. Such a transaction is called a “closing purchase transaction.” The Portfolio will realize a gain or loss from a closing purchase transaction if the amount paid to purchase a call option is less or more than the amount received from the sale of the corresponding call option. Also, because increases in the market price of a call option will generally reflect increases in the market price of the underlying security, any loss resulting from the exercise or closing out of a call option is likely to be offset in whole or part by unrealized appreciation of the underlying security owned by the Portfolio. When an underlying security is sold from the Portfolio’s securities portfolio, the Portfolio will effect a closing purchase transaction so as to close out any existing covered call option on that underlying security.

 

Writing Put Options .     The writer of a put option becomes obligated to purchase the underlying security at a specified price during the option period if the buyer elects to exercise the option before its expiration date. A Portfolio which writes a put option will be required to “cover” it, for example, by maintaining the segregation, either on the records of the Advisers or with the Trust’s custodian, of cash or other liquid securities having a value equal to or greater than the exercise price of the option.

 

The Portfolios may write put options either to earn additional income in the form of option premiums (anticipating that the price of the underlying security will remain stable or rise during the option period and the option will therefore not be exercised) or to acquire the underlying security at a net cost below the current value (e.g., the option is exercised because of a decline in the price of the underlying security, but the amount paid by the Portfolio, offset by the option premium, is less than the current price). The risk of either strategy

 

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is that the price of the underlying security may decline by an amount greater than the premium received. The premium which a Portfolio receives from writing a put option will reflect, among other things, the current market price of the underlying security, the relationship of the exercise price to that market price, the historical price volatility of the underlying security, the option period, supply and demand and interest rates.

 

A Portfolio may effect a closing purchase transaction to realize a profit on an outstanding put option or to prevent an outstanding put option from being exercised.

 

Purchasing Put and Call Options .     A Portfolio may purchase put options on securities to protect their holdings against a substantial decline in market value. The purchase of put options on securities will enable a Portfolio to preserve, at least partially, unrealized gains in an appreciated security in its portfolio without actually selling the security. In addition, the Portfolio will continue to receive interest or dividend income on the security. The Portfolios may also purchase call options on securities to protect against substantial increases in prices of securities that Portfolios intend to purchase pending their ability to invest in an orderly manner in those securities. The Portfolios may sell put or call options they have previously purchased, which could result in a net gain or loss depending on whether the amount received on the sale is more or less than the premium and other transaction costs paid on the put or call option which was bought.

 

Securities Index Futures Contracts .     Purchases or sales of securities index futures contracts may be used in an attempt to protect a Portfolio’s current or intended investments from broad fluctuations in securities prices. A securities index futures contract does not require the physical delivery of securities, but merely provides for profits and losses resulting from changes in the market value of the contract to be credited or debited at the close of each trading day to the respective accounts of the parties to the contract. On the contract’s expiration date a final cash settlement occurs and the futures positions are simply closed out. Changes in the market value of a particular index futures contract reflect changes in the specified index of securities on which the future is based.

 

By establishing an appropriate “short” position in index futures, a Portfolio may also seek to protect the value of its portfolio against an overall decline in the market for such securities. Alternatively, in anticipation of a generally rising market, a Portfolio can seek to avoid losing the benefit of apparently low current prices by establishing a “long” position in securities index futures and later liquidating that position as particular securities are in fact acquired. To the extent that these hedging strategies are successful, the Portfolio will be affected to a lesser degree by adverse overall market price movements than would otherwise be the case.

 

Securities Index Options.     A Portfolio may write covered put and call options and purchase call and put options on securities indexes for the purpose of hedging against the risk of unfavorable price movements adversely affecting the value of a Portfolio’s securities or securities it intends to purchase. Each Portfolio writes only “covered” options. A call option on a securities index is considered covered, for example, if, so long as the Portfolio is obligated as the writer of the call, it holds securities the price changes of which are, in the opinion of a Portfolio’s Adviser, expected to replicate substantially the movement of the index or indexes upon which the options written by the Portfolio are based. A put on a securities index written by a Portfolio will be considered covered if, so long as it is obligated as the writer of the put, the Portfolio segregates, either on the records of the Adviser or with its custodian, cash or other liquid obligations having a value equal to or greater than the exercise price of the option. Unlike a stock option, which gives the holder the right to purchase or sell a specified stock at a specified price, an option on a securities index gives the holder the right to receive a cash “exercise settlement amount” equal to (i) the difference between the exercise price of the option and the value of the underlying stock index on the exercise date, multiplied by (ii) a fixed “index multiplier.”

 

A securities index fluctuates with changes in the market value of the securities so included. For example, some securities index options are based on a broad market index such as the Standard & Poor’s 500 or the NYSE Composite Index, or a narrower market index such as the Standard & Poor’s 100. Indexes may also be based on an industry or market segment such as the AMEX Oil and Gas Index or the Computer and Business Equipment Index.

 

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Over the Counter Options.     As indicated in Appendix A, certain of the Portfolios may engage in over the counter put and call option transactions. Options traded in the over the counter market may not be as actively traded as those on an exchange, so it may be more difficult to value such options. In addition, it may be difficult to enter into closing transactions with respect to such options. Such over the counter options, and the securities used as “cover” for such options, may be considered illiquid securities. Certain Portfolios may enter into contracts (or amend existing contracts) with primary dealers with whom they write over the counter options. The contracts will provide that each Portfolio has the absolute right to repurchase an option it writes at any time at a repurchase price which represents the fair market value, as determined in good faith through negotiation between the parties, but which in no event will exceed a price determined pursuant to a formula contained in the contract. Although the specific details of the formula may vary between contracts with different primary dealers, the formula will generally be based on a multiple of the premium received by each Portfolio for writing the option, plus the amount, if any, of the option’s intrinsic value (i.e., the amount the option is “in-the-money”). The formula will also include a factor to account for the difference between the price of the security and the strike price of the option if the option is written “out-of-the-money.” Although the specific details of the formula may vary with different primary dealers, each contract will provide a formula to determine the maximum price at which each Portfolio can repurchase the option at any time. The Portfolios have established standards of creditworthiness for these primary dealers, although the Portfolios may still be subject to the risk that firms participating in such transactions will fail to meet their obligations. In instances in which a Portfolio has entered into agreements with respect to the over the counter options it has written, and such agreements would enable the Portfolio to have an absolute right to repurchase at a pre-established formula price the over the counter option written by it, the Portfolio would treat as illiquid only securities equal in amount to the formula price described above less the amount by which the option is “in-the-money,” i.e., the amount by which the price of the option exceeds the exercise price.

 

Risks of Transactions in Options, Futures Contracts and Forward Currency Contracts

 

Options.     A closing purchase transaction for exchange-traded options may be made only on a national securities exchange (“exchange”). There is no assurance that a liquid secondary market on an exchange will exist for any particular option, or at any particular time, and for some options, such as over the counter options, no secondary market on an exchange may exist. If a Portfolio is unable to effect a closing purchase transaction, the Portfolio will not sell the underlying security until the option expires or the Portfolio delivers the underlying security upon exercise.

 

Options traded in the over the counter market may not be as actively traded as those on an exchange. Accordingly, it may be more difficult to value such options. In addition, it may be difficult to enter into closing transactions with respect to options traded over the counter. The Portfolios will engage in such transactions only with firms of sufficient credit so as to minimize these risks. Such options and the securities used as “cover” for such options may be considered illiquid securities.

 

The effectiveness of hedging through the purchase of securities index options will depend upon the extent to which price movements in the portion of the securities portfolio being hedged correlate with price movements in the selected securities index. Perfect correlation is not possible because the securities held or to be acquired by a Portfolio will not exactly match the composition of the securities indexes on which options are written. In the purchase of securities index options the principal risk is that the premium and transaction costs paid by a Portfolio in purchasing an option will be lost if the changes (increase in the case of a call, decrease in the case of a put) in the level of the index do not exceed the cost of the option.

 

Futures.     The prices of futures contracts are volatile and are influenced, among other things, by actual and anticipated changes in the market and interest rates, which in turn are affected by fiscal and monetary policies and national and international political and economic events.

 

Most United States futures exchanges limit the amount of fluctuation permitted in futures contract prices during a single trading day. The daily limit establishes the maximum amount that the price of a futures

 

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contract may vary either up or down from the previous day’s settlement price at the end of a trading session. Once the daily limit has been reached in a particular type of futures contract, no trades may be made on that day at a price beyond that limit. The daily limit governs only price movement during a particular trading day and therefore does not limit potential losses, because the limit may prevent the liquidation of unfavorable positions. Futures contract prices have occasionally moved to the daily limit for several consecutive trading days with little or no trading, thereby preventing prompt liquidation of futures positions and subjecting some futures traders to substantial losses.

 

Because of the low margin deposits required, futures trading involves an extremely high degree of leverage. As a result, a relatively small price movement in a futures contract may result in immediate and substantial loss, as well as gain, to the investor. For example, if at the time of purchase, 10% of the value of the futures contract is deposited as margin, a subsequent 10% decrease in the value of the futures contract would result in a total loss of the margin deposit, before any deduction for the transaction costs, if the account were then closed out. A 15% decrease would result in a loss equal to 150% of the original margin deposit, if the contract were closed out. Thus, a purchase or sale of a futures contract may result in losses in excess of the amount invested in the futures contract.

 

A decision of whether, when, and how to hedge involves skill and judgment, and even a well-conceived hedge may be unsuccessful to some degree because of unexpected market behavior, market trends or interest rate trends. There are several risks in connection with the use by a Portfolio of futures contracts as a hedging device. One risk arises because of the imperfect correlation between movements in the prices of the futures contracts and movements in the prices of the underlying instruments which are the subject of the hedge. A Portfolio’s Adviser will, however, attempt to reduce this risk by entering into futures contracts whose movements, in its judgment, will have a significant correlation with movements in the prices of the Portfolio’s underlying instruments sought to be hedged.

 

Successful use of futures contracts by a Portfolio for hedging purposes is also subject to a Portfolio’s ability to correctly predict movements in the direction of the market. It is possible that, when a Portfolio has sold futures to hedge its portfolio against a decline in the market, the index, indices, or instruments underlying futures might advance and the value of the underlying instruments held in the Portfolio’s portfolio might decline. If this were to occur, the Portfolio would lose money on the futures and also would experience a decline in value in its underlying instruments.

 

Positions in futures contracts may be closed out only on an exchange or a board of trade which provides the market for such futures. Although the Portfolios, specified in the Prospectus, intend to purchase or sell futures only on exchanges or boards of trade where there appears to be an active market, there is no guarantee that such will exist for any particular contract or at any particular time. If there is not a liquid market at a particular time, it may not be possible to close a futures position at such time, and, in the event of adverse price movements, a Portfolio would continue to be required to make daily cash payments of variation margin. However, in the event futures positions are used to hedge portfolio securities, the securities will not be sold until the futures positions can be liquidated. In such circumstances, an increase in the price of securities, if any, may partially or completely offset losses on the futures contracts.

 

Foreign Options and Futures.     Participation in foreign futures and foreign options transactions involves the execution and clearing of trades on or subject to the rules of a foreign board of trade. Neither the National Futures Association nor any domestic exchange regulates activities of any foreign boards of trade, including the execution, delivery and clearing of transactions, or has the power to compel enforcement of the rules of a foreign board of trade or any applicable foreign law. This is true even if the exchange is formally linked to a domestic market so that a position taken on the market may be liquidated by a transaction on another market. Moreover, such laws or regulations will vary depending on the foreign country in which the foreign futures or foreign options transaction occurs. For these reasons, when a Portfolio trades foreign futures or foreign options contracts, it may not be afforded certain of the protective measures provided by the Commodity Exchange Act, the CFTC’s regulations and the rules of the National Futures Association and any domestic exchange, including the right to use reparations proceedings before

 

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the CFTC and arbitration proceedings provided by the National Futures Association or any domestic futures exchange. In particular, funds received from a Portfolio for foreign futures or foreign options transactions may not be provided the same protections as funds received in respect of transactions on U.S. futures exchanges. In addition, the price of any foreign futures or foreign options contract and, therefore, the potential profit and loss thereon, may be affected by any variance in the foreign exchange rate between the time the Portfolio’s order is placed and the time it is liquidated, offset or exercised.

 

Foreign Currency Contracts.     Hedging against a decline in the value of a currency does not eliminate fluctuations in the prices of portfolio securities or prevent losses if the prices of such securities decline. These hedging transactions also preclude the opportunity for gain if the value of the hedged currency should rise. Whether a currency hedge benefits a Portfolio will depend on the ability of a Portfolio’s Adviser to predict future currency exchange rates.

 

The writing of an option on foreign currency will constitute only a partial hedge, up to the amount of the premium received, and a Portfolio could be required to purchase or sell foreign currencies at disadvantageous exchange rates, thereby incurring losses. The purchase of an option on foreign currency may constitute an effective hedge against fluctuations in exchange rates although, in the event of rate movements adverse to a Portfolio’s position, it may forfeit the entire amount of the premium plus related transaction costs.

 

Payment-In-Kind Bonds.     As indicated in Appendix A, certain of the Portfolios may invest in payment-in-kind bonds. Payment-in-kind bonds allow the issuer, at its option, to make current interest payments on the bonds either in cash or in additional bonds. The value of payment-in-kind bonds is subject to greater fluctuation in response to changes in market interest rates than bonds which pay interest in cash currently. Payment-in-kind bonds allow an issuer to avoid the need to generate cash to meet current interest payments. Accordingly, such bonds may involve greater credit risks than bonds paying interest currently. Even though such bonds do not pay current interest in cash, the Portfolios are nonetheless required to accrue interest income on such investments and to distribute such amounts at least annually to shareholders. Thus, the Portfolios could be required, at times, to liquidate other investments in order to satisfy its distribution requirements.

 

Repurchase Agreements.     As indicated in Appendix A, certain of the Portfolios may invest in repurchase agreements. Each Portfolio may enter into repurchase agreements with qualified banks, broker-dealers or other financial institutions as a means of earning a fixed rate of return on its cash reserves for periods as short as overnight. A repurchase agreement is a contract pursuant to which a Portfolio, against receipt of securities of at least equal value including accrued interest, agrees to advance a specified sum to the financial institution which agrees to reacquire the securities at a mutually agreed upon time (usually one day) and price. Each repurchase agreement entered into by a Portfolio will provide that the value of the collateral underlying the repurchase agreement will always be at least equal to the repurchase price, including any accrued interest. A Portfolio’s right to liquidate such securities in the event of a default by the seller could involve certain costs, losses or delays and, to the extent that proceeds from any sale upon a default of the obligation to repurchase are less than the repurchase price, the Portfolio could suffer a loss.

 

Under a repurchase agreement, underlying debt instruments are acquired for a relatively short period (usually not more than one week and never more than a year) subject to an obligation of the seller to repurchase and the Portfolio to resell the instrument at a fixed price and time, thereby determining the yield during the Portfolio’s holding period. This results in a fixed rate of return insulated from market fluctuation during that holding period.

 

Repurchase agreements may have the characteristics of loans by a Portfolio. During the term of the repurchase agreement, a Portfolio retains the security subject to the repurchase agreement as collateral securing the seller’s repurchase obligation, continually monitors on a daily basis the market value of the security subject to the agreement and requires the seller to deposit with the Portfolio collateral equal to any amount by which the market value of the security subject to the repurchase agreements falls below the resale amount provided under the repurchase agreement. A Portfolio will enter into repurchase agreements with registered brokers-dealers, United States Government securities dealers or domestic

 

38


banks whose creditworthiness is determined to be satisfactory by the Portfolio’s Adviser, pursuant to guidelines adopted by the Manager. Generally, a Portfolio does not invest in repurchase agreements maturing in more than seven days. The staff of the SEC currently takes the position that repurchase agreements maturing in more than seven days are illiquid securities.

 

If a seller under a repurchase agreement were to default on the agreement and be unable to repurchase the security subject to the repurchase agreement, the Portfolio would look to the collateral underlying the seller’s repurchase agreement, including the security subject to the repurchase agreement, for satisfaction of the seller’s obligation to the Portfolio. In the event a repurchase agreement is considered a loan and the seller defaults, the Portfolio might incur a loss if the value of the collateral declines and may incur disposition costs in liquidating the collateral. In addition, if bankruptcy proceedings are commenced with respect to the seller, realization of the collateral may be delayed or limited and a loss may be incurred.

 

Real Estate Industry Investing.     Investments in securities of issuers engaged in the real estate industry entail special risks and considerations. In particular, securities of such issuers may be subject to risks associated with the direct ownership of real estate. These risks include: the cyclical nature of real estate values, risks related to general and local economic conditions, overbuilding and increased competition, increases in property taxes and operating expenses, demographic trends and variations in rental income, changes in zoning laws, casualty or condemnation losses, environmental risks, regulatory limitations on rents, changes in neighborhood values, changes in the appeal of properties to tenants, increases in interest rates and other real estate capital market influences. Generally, increases in interest rates will increase the costs of obtaining financing, which could directly and indirectly decrease the value of the Portfolios’ investments.

 

Real Estate Investment Trusts.     As indicated in Appendix A, certain Portfolios may invest in real estate investment trusts (“REITs”). The EQ/Van Kampen Real Estate Portfolio normally invests at least 80% of its net assets, and in equity securities of companies in the real estate industry (“real estate companies”), including REITs. Certain other Portfolios may invest up to 15% of their respective net assets therein real estate companies, including REITs. Risks associated with investments in securities of real estate companies include those discussed above in “Real Estate Industry Investing.”

 

REITs pool investors’ funds for investment primarily in income-producing real estate or real estate related loans or interests. A REIT is not taxed on income that is distributed to its owners if it complies with statutory and regulatory requirements relating to its organization, ownership, assets and income and with a statutory requirement that it distribute to its owners at least 95% of its REIT taxable income for each taxable year. Generally, REITs can be classified as equity REITs, mortgage REITs or hybrid REITs. Equity REITs invest the majority of their assets directly in real property and derive their income primarily from rents and capital gains from appreciation realized through property sales. Equity REITs are further categorized according to the types of real estate they own, e.g. , apartment properties, retail shopping centers, office and industrial properties, hotels, health-care facilities, manufactured housing and mixed-property types. Mortgage REITs invest the majority of their assets in real estate mortgages and derive their income primarily from interest payments. Hybrid REITs combine the characteristics of both equity and mortgage REITs.

 

A shareholder in any Portfolio, by investing in REITs indirectly through the Portfolio, will bear not only its proportionate share of the expenses of the Portfolio, but also, indirectly, the management expenses of the underlying REITs. In addition, equity REITs may be affected by changes in the values of the underlying property they own, while mortgage REITs may be affected by the quality of credit extended. REITs are dependent upon management skills, may not be diversified and are subject to the risks of financing projects and risks inherent in investments in a limited number of properties, in a narrow geographic area, or in a single property type. REITs are also subject to heavy cash flow dependency, defaults by borrowers, self liquidation and the possibility of failing to qualify for tax-free pass-through of net income and gains under the Internal Revenue Code of 1986, as amended (“Code”), and to maintain exemption from the 1940 Act. If an issuer of debt securities collateralized by real estate defaults, it is conceivable that the REITs holding those securities could end up holding the underlying real estate.

 

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Reverse Repurchase Agreements and Dollar Rolls.     As indicated in Appendix A, certain of the Portfolios may each enter into reverse repurchase agreements with brokers, dealers, domestic and foreign banks or other financial institutions. In a reverse repurchase agreement, the Portfolio sells a security and agrees to repurchase it at a mutually agreed upon date and price, reflecting the interest rate effective for the term of the agreement. It may also be viewed as the borrowing of money by the Portfolio. The Portfolio’s investment of the proceeds of a reverse repurchase agreement is the speculative factor known as leverage. The Portfolio may enter into a reverse repurchase agreement only if the interest income from investment of the proceeds is greater than the interest expense of the transaction and the proceeds are invested for a period no longer than the term of the agreement. At the time a Portfolio enters into a reverse repurchase agreement, it will maintain the segregation, either on the records of the Advisers or with the Trust’s custodian, of cash or other liquid securities having a value not less than the repurchase price (including accrued interest). If interest rates rise during a reverse repurchase agreement, it may adversely affect the Portfolio’s net asset value. See “Fundamental Restrictions” for more information concerning restrictions on borrowing by each Portfolio. Reverse repurchase agreements are considered to be borrowings under the 1940 Act.

 

The assets contained in the segregated account will be marked-to-market daily and additional assets will be placed in such account on any day in which the assets fall below the repurchase price (plus accrued interest). A Portfolio’s liquidity and ability to manage its assets might be affected when it sets aside cash or portfolio securities to cover such commitments. Reverse repurchase agreements involve the risk that the market value of the securities retained in lieu of sale may decline below the price of the securities a Portfolio has sold but is obligated to repurchase. In the event the buyer of securities under a reverse repurchase agreement files for bankruptcy or becomes insolvent, such buyer or its trustee or receiver may receive an extension of time to determine whether to enforce a Portfolio’s obligation to repurchase the securities, and a Portfolio’s use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision.

 

In “dollar roll” transactions, a Portfolio sells fixed-income securities for delivery in the current month and simultaneously contracts to repurchase similar but not identical (same type, coupon and maturity) securities on a specified future date. During the roll period, a Portfolio would forego principal and interest paid on such securities. A Portfolio would be compensated by the difference between the current sales price and the forward price for the future purchase, as well as by the interest earned on the cash proceeds of the initial sale. At the time a Portfolio enters into a dollar roll transaction, it will maintain the segregation, either on the records of the Advisers or with the Trust’s custodian, of cash or other liquid securities having a value not less than the repurchase price (including accrued interest) and will subsequently monitor the account to ensure that its value is maintained.

 

Securities Loans.     As indicated in Appendix A Portfolios may lend securities to brokers, dealers or other institutional investors needing to borrow securities to complete certain transactions. In connection with such loans, the Portfolio remains the owner of the loaned securities and continues to be entitled to payments in amounts equal to the interest, dividends or other distributions payable on loaned securities. The Portfolio has the right to terminate a loan at any time. The Portfolio does not have the right to vote on securities while they are on loan, but the Portfolio’s Manager or Adviser may attempt to terminate loans in time to vote those proxies the Manager or the Adviser has determined are material to the Portfolio’s interests. A Portfolio has the right to call each loan and obtain the securities on one standard settlement period’s notice or, in connection with the securities trading on foreign markets, within such longer period for purchases and sales of such securities in such foreign markets. The Portfolio will receive collateral consisting of cash, U.S. government securities, letters of credit or such other collateral as may be permitted under a Portfolio’s investment program and applicable law, which will be maintained at all times in an amount at least equal to 100% of the current market value of the loaned securities. If the collateral consists of cash, the Portfolio will reinvest the cash and pay the borrower a pre-negotiated fee or “rebate” from any return earned on investment. If the collateral consists of a letter or credit or securities, the borrower will pay the Portfolio a loan premium fee. The Portfolio may participate in securities lending programs

 

40


operated by financial institutions, which act as lending agents (“Lending Agent”). The Lending Agent will receive a percentage of the total earnings of the Portfolio derived from lending the Portfolio’s securities. Should the borrower of securities fail financially, the Portfolio may experience delays in recovering the loaned securities or in exercising its rights in the collateral. Loans will be made only to firms judged by the Manager, with the approval of the Board, to be of good financial standing. Additional risks include the possible decline of the value of the securities acquired with cash collateral. The Portfolio seeks to minimize this risk by limiting the investment of cash collateral to high quality instruments with short maturities, repurchase agreements, money market funds or similar private investment vehicles.

 

Short Sales.     As indicated in Appendix A, certain of the Portfolios may enter into a short sale. A “short sale” is the sale by a Portfolio of a security which has been borrowed from a third party on the expectation that the market price will drop. To complete such a transaction, the Portfolio must borrow the security to make delivery to the buyer. The Portfolio then is obligated to replace the security borrowed by purchasing it at the market price at or prior to the time of replacement. The price at such time may be more or less than the price at which the security was sold by the Portfolio. Until the security is replaced, the Portfolio is required to prepay the lender any dividends or interest that accrue during the period of the loan. To borrow the security, a Portfolio also may be required to pay a premium, which would increase the cost of the security sold short. The net proceeds of a short sale will be retained by the Adviser (or by the Portfolio’s custodian), to the extent necessary to meet margin requirements, until the short position is closed out. The Portfolios will incur transaction costs in effecting short sales.

 

The Portfolios generally will only engage in covered short sales. In a covered short sale, a Portfolio either (1) enters into a “short sale” of securities in circumstances in which, at the time the short position is open, the Portfolio owns an equal amount of the securities sold short or owns preferred stocks or debt securities, convertible or exchangeable without payment of further consideration, into an equal number of securities sold short (also known as a short sale “against the box”), or (2) deposits in a segregated account cash, U.S. government securities, or other liquid securities in an amount equal to the market value of the securities sold short. A short sale may be entered into by each Portfolio to, for example, lock in a sale price for a security the Portfolio does not wish to sell immediately. For a short sale against the box, each Portfolio will designate the segregation, either on the records of the Advisers or with the Trust’s custodian, the securities sold short or convertible or exchangeable preferred stocks or debt securities sold in connection with short sales against the box. Each Portfolio will endeavor to offset transaction costs associated with short sales against the box with the income from the investment of the cash proceeds. Except for the EQ/AXA Rosenberg Value Long/Short Equity Portfolio, and EQ/AXA Mutual Shares Core Portfolio not more than 10% of a Portfolio’s net assets (taken at current value) may be held as collateral for short sales against the box at any one time.

 

A Portfolio will incur a loss as a result of a short sale if the price of the security increases between the date of the short sale and the date on which the Portfolio replaces the borrowed security. A Portfolio may realize a gain if the security declines in price between those dates. The amount of any gain will be decreased, and the amount of any loss increased, by the amount of the premium, dividends, interest or expenses a Portfolio may be required to pay in connection with a short sale. There can be no assurance that a Portfolio will be able to close out a short position at any particular time or an acceptable price.

 

Small Company Securities.     As indicated in Appendix A, certain of the Portfolios may invest in the securities of smaller capitalization companies. Investing in securities of small companies may involve greater risks since these securities may have limited marketability and, thus, may be more volatile. Because smaller companies normally have fewer shares outstanding than larger companies, it may be more difficult for a Portfolio to buy or sell significant amounts of shares without an unfavorable impact on prevailing prices. In addition, small companies often have limited product lines, markets or financial resources and are typically subject to greater changes in earnings and business prospects than are larger, more established companies. There is typically less publicly available information concerning smaller companies than for larger, more established ones and smaller companies may be dependent for management on one or a few key persons. Therefore, an investment in these Portfolios may involve a greater degree of risk than an investment in other Portfolios that seek capital appreciation by investing in better known, larger companies.

 

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Structured Notes.     As indicated in Appendix A, certain of the Portfolios may invest in structured notes, which are derivatives on which the amount of principal repayment and/or interest payments is based upon the movement of one or more factors. Structured notes are interests in entities organized and operated solely for the purpose of restructuring the investment characteristics of debt obligations. This type of restructuring involves the deposit with or purchase by an entity, such as a corporation or trust, of specified instruments (such as commercial bank loans) and the issuance by that entity of one or more classes of securities backed by, or representing interests in, the underlying instruments. The cash flow on the underlying instruments may be apportioned among the newly issued structured notes to create securities with different investment characteristics such as varying maturities, payment priorities and interest rate provisions, and the extent of the payment made with respect to structured notes is dependent on the extent of the cash flow on the underlying instruments. Because structured notes of the type in which the EQ/Global Multi-Sector Equity Portfolio may invest typically involve no credit enhancement, their credit risk generally will be equivalent to that of the underlying instruments. The EQ/Global Multi-Sector Equity Portfolio may invest in a class of structured notes that is either subordinated or unsubordinated to the right of payment of another class. Subordinated structured notes typically have higher yields and present greater risks than unsubordinated structured notes. Certain issuers of structured notes may be deemed to be “investment companies” as defined in the 1940 Act. As a result, the EQ/Global Multi-Sector Equity Portfolio’s investment in these structured notes may be limited by restrictions contained in the 1940 Act. Structured notes are typically sold in private placement transactions, and there currently is no active trading market for structured notes.

 

Swaps.     As indicated in Appendix A, certain Portfolios may invest in swap contracts, which are derivatives in the form of a contract or other similar instrument which is an agreement to exchange the return generated by one instrument for the return generated by another instrument. The payment streams are calculated by reference to a specified security or index and agreed upon notional amount. The term “specified index” includes, but is not limited to, currencies, fixed interest rates, prices and total return on interest rate indices, fixed income indices, stock indices and commodity indices (as well as amounts derived from arithmetic operations on these indices). For example, a Portfolio may agree to swap the return generated by a fixed income index for the return generated by a second fixed income index. The currency swaps in which a Portfolio may enter will generally involve an agreement to pay interest streams in one currency based on a specified index in exchange for receiving interest streams denominated in another currency. Such swaps may involve initial and final exchanges that correspond to the agreed upon notional amount.

 

A Portfolio will usually enter into swaps on a net basis, i.e., the two payment streams are netted out in a cash settlement on the payment date or dates specified in the instrument, with the Portfolio receiving or paying, as the case may be, only the net amount of the two payments. A Portfolio’s obligations under a swap agreement will be accrued daily (offset against any amounts owing to the Portfolio) and any accrued but unpaid net amounts owed to a swap counter-party will be covered by designating the segregation, either on the records of the Adviser or with the Trust’s custodian, of cash or other liquid securities, to avoid any potential leveraging of a Portfolio. To the extent that the net amounts owed to a swap counterparty are covered with such liquid assets, the Advisers believe such obligations do not constitute “senior securities” under the 1940 Act and, accordingly, the Adviser will not treat them as being subject to the Portfolio’s borrowing restrictions. A Portfolio may enter into OTC swap transactions with counterparties that are approved by the Advisers in accordance with guidelines established by the Manager. These guidelines provide for a minimum credit rating for each counterparty and various credit enhancement techniques (for example, collateralization of amounts due from counterparties) to limit exposure to counterparties that have lower credit ratings.

 

The swaps in which a Portfolio may engage may include instruments under which one party pays a single or periodic fixed amount(s) (or premium), and the other party pays periodic amounts based on the movement of a specified index. Swaps do not involve the delivery of securities, other underlying assets, or principal. Accordingly, the risk of loss with respect to swaps is limited to the net amount of payments the Portfolio is contractually obligated to make. If the other party to a swap defaults, the Portfolio’s risk of loss consists of

 

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the net amount of payments that the Portfolio contractually is entitled to receive. Currency swaps usually involve the delivery of the entire principal value of one designated currency in exchange for the other designated currency. Therefore, the entire principal value of a currency swap is subject to the risk that the other party to the swap will default on its contractual delivery obligations. If there is a default by the counter-party, the Portfolio may have contractual remedies pursuant to the agreements related to the transaction. The swap market has grown substantially in recent years with a large number of banks and investment banking firms acting both as principals and as agents utilizing standardized swap documentation. As a result, the swap market has become relatively liquid. Certain swap transactions involve more recent innovations for which standardized documentation has not yet been fully developed and, accordingly, they are less liquid than traditional swap transactions.

 

The use of swaps is a highly specialized activity which involves investment techniques and risks different from those associated with ordinary portfolio securities transactions. If an Adviser is incorrect in its forecasts of market values, interest rates, and currency exchange rates, the investment performance of the portfolio would be less favorable than it would have been if this investment technique were not used.

 

U.S. Government Securities.     As indicated in Appendix A, certain of the Portfolios may invest in U.S. Government securities. Each Portfolio may invest in debt obligations of varying maturities issued or guaranteed by the U.S. Government, its agencies or instrumentalities (“U.S. Government securities”). Direct obligations of the U.S. Treasury include a variety of securities that differ in their interest rates, maturities and dates of issuance. U.S. Government securities also include securities issued or guaranteed by government agencies that are supported by the full faith and credit of the U.S. (e.g., securities issued by the Federal Housing Administration, Export-Import Bank of the U.S., Small Business Administration, and Government National Mortgage Association); securities issued or guaranteed by government agencies that are supported by the ability to borrow from the U.S. Treasury (e.g., securities issued by the Federal National Mortgage Association); and securities issued or guaranteed by government agencies that are only supported by the credit of the particular agency (e.g., Interamerican Development Bank, the International Bank for Reconstruction and Development, and the Tennessee Valley Authority).

 

Warrants.     As indicated in Appendix A, certain of the Portfolios may purchase warrants and similar rights. Warrants are securities that give the holder the right, but not the obligation to purchase equity issues of the company issuing the warrants, or a related company, at a fixed price either on a date certain or during a set period. At the time of issue, the cost of a warrant is substantially less than the cost of the underlying security itself, and price movements in the underlying security are generally magnified in the price movements of the warrant. This effect enables the investor to gain exposure to the underlying security with a relatively low capital investment but increases an investor’s risk in the event of a decline in the value of the underlying security and can result in a complete loss of the amount invested in the warrant. In addition, the price of a warrant tends to be more volatile than, and may not correlate exactly to, the price of the underlying security. If the market price of the underlying security is below the exercise price of the warrant on its expiration date, the warrant will generally expire without value.

 

The equity security underlying a warrant is authorized at the time the warrant is issued or is issued together with the warrant. Investing in warrants can provide a greater potential for profit or loss than an equivalent investment in the underlying security, and, thus, can be a high risk investment. The value of a warrant may decline because of a decline in the value of the underlying security, the passage of time, changes in interest rates or in the dividend or other policies of the company whose equity underlies the warrant or a change in the perception as to the future price of the underlying security, or any combination thereof. Warrants generally pay no dividends and confer no voting or other rights other than to purchase the underlying security.

 

Zero Coupon Bonds.     As indicated in Appendix A, certain of the Portfolios may invest in zero-coupon bonds. Zero-coupon bonds are issued at a significant discount from their principal amount (referred to as “original issue discount”) and pay interest only at maturity rather than at intervals during the life of the security. The value of zero-coupon bonds is subject to greater fluctuation in response to changes in market

 

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interest rates than bonds that pay interest in cash currently. Zero-coupon bonds allow an issuer to avoid the need to generate cash to meet current interest payments. Accordingly, such bonds may involve greater credit risks than bonds paying interest currently. Even though such bonds do not pay current interest in cash, a Portfolio is nonetheless required annually to accrue interest income on such investments and to distribute such amounts to its shareholders. Thus, each Portfolio could be required, at times, to liquidate other investments in order to satisfy its distribution requirements.

 

Portfolio Turnover.     The length of time a Portfolio has held a particular security is not generally a consideration in investment decisions. A change in the securities held by a Portfolio is known as “portfolio turnover.” High portfolio turnover may result from the strategies of the Advisers or when one Adviser replaces another, necessitating changes in the Portfolio it advises. Portfolio turnover may vary significantly from year to year due to a variety of factors, including fluctuating volume of shareholder purchase and redemption orders, market conditions, changes in an Adviser’s investment outlook or changes in the Adviser managing the Portfolio. A high turnover rate (100% or more) increases transaction costs (e.g., brokerage commissions) which must be borne by the Portfolio and shareholders. A Portfolio’s annual portfolio turnover rate will not be a factor preventing a sale or purchase when an Adviser believes investment considerations warrant such sale or purchase. Portfolio turnover may vary greatly from year to year as well as within a particular year.

 

PORTFOLIO HOLDINGS DISCLOSURE POLICY

 

It is the policy of the Trust to safeguard against misuse of the Portfolios’ portfolio holdings information and to prevent the selective disclosure of such information. Each Portfolio will publicly disclose its holdings in accordance with regulatory requirements, such as periodic portfolio disclosure in filings with the SEC. The Trust generally discloses top portfolio holdings (typically the Portfolios’ top ten holdings) on a monthly basis. All such information generally is released with a 30-day lag time, meaning top ten portfolio holdings information as of the end of the month generally is not released until the 30th day of the following month. This information is available upon request and on the Manager’s website at http://www.axa.com. Portfolio holdings information less than 30 days stale and all trade information is restricted, with the exceptions noted below, to employees responsible for fund administration, fund analysis and legal or compliance matters.

 

The Trust, through the Manager, may provide non-public portfolio holdings data to certain third-parties prior to the release of such information to the public as described above. The Manager currently has ongoing arrangements with certain third-party data services (Vestek), mutual fund evaluation services (Lipper Analytical Services and Morningstar) and consultants (Rocaton Investment Advisors, LLC and Standard & Poor’s Investment Advisory Services LLC). Each of these third parties receives portfolio holdings information at month ends, with the exception of Vestek, which receives such information daily and Rocaton which reserves such information on a quarterly basis. Each of these third parties is subject to a duty to treat non-public portfolio holdings information confidentially and a duty not to trade on such information.

 

In addition, current non-public portfolio holdings information may be provided as frequently as daily as part of the legitimate business activities of each Portfolio to the following service providers and other organizations: the Manager; the Advisers; the independent registered public accountants; the custodian; the administrator; the sub-administrator; the transfer agent; counsel to the Portfolios or the non-interested trustees; regulatory authorities; pricing services (Bear Stearns’ Pricing Direct, Interactive Data Corporation, J.J. Kenney, Loan Pricing Corporation, Muller Data, Bloomberg, Reuters, Mark-It Partners); peer analysis services (Mellon Analytics); performance review services (Evestment Alliance, Informais); back office services (iX Partners, Ltd., Sunguard Financial, Principal Global Investors, Mellon Financial, The Bank of New York Mellon Corporation); research tool/quote system (Thomson); trade execution analysis (Plexus, Elkins McSherry, Abel Noser); data consolidator (Electra); trade order management services (ITG, Macgregor XIP, Charles River, TCS); books and records vendor (Checkfree); GIPS auditor (Vincent Performance Services); auditor (KPMG); marketing research services (Strategic Insights);

 

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portfolio analysis services (Barra TotalRisk System); commission tracking (Congent Consulting); accounting systems or services (Advent Software Eagle Investment Systems Corp., Portia); software vendors (CDS/Computer, The MacGregor Group, OMGEO LLC, Radianz); analytic services or tools (FactSet Research Systems Inc., Investment Technology Group, Inc., Investor Tools Perform, MSCI Barra, Inc., Saloman Analytics, Inc., Wilshire Analytics/Axiom, Wilshire (Compass)); legal services (Palmer & Dodge LLP); corporate actions and trade confirmation (Brown Brothers Harriman & Co.); OTC derivative products and portfolio holdings (State Street Bank and Trust Company); ratings agencies (Standard & Poor’s, Moody’s); index provider (Frank Russell); consulting firms (Mercer, CRA RogersCasey, Macro Consulting); data provider (InvestorForce); broker-dealers who provide execution or research services to the Portfolios; broker-dealers who provide quotations that are used in pricing; financial printers (R.R. Donnelley); and proxy voting services (Riskmetrics and Broadridge Financial Solutions, Inc.). The entities to whom each Portfolio voluntarily provides holdings information, either by explicit agreement or by virtue of their respective duties to each Portfolio, are subject to a duty to treat non-public portfolio holdings information confidentially and a duty not to trade on such information.

 

On a case-by-case “need to know” basis, the Trust’s Chief Financial Officer or Vice President, subject to the approval of the Manager’s Funds Management Group Unit (“FMG”) Legal and Compliance Group and the Trust’s Chief Compliance Officer, may approve the disclosure of additional portfolio holdings information if such information is in the best interests of Portfolio shareholders. In all cases, the approval of the release of non-public portfolio holdings information by FMG’s Legal and Compliance Group must be based on a determination that such disclosure is in the best interests of the Portfolios and their shareholders, that there is a legitimate business purpose for such disclosure and that the party receiving such information is subject to a duty to treat the information confidentially and a duty not to trade on such information. The Trust does not disclose its portfolio holdings to the media and will not release portfolio trades information.

 

FMG is responsible for administering the release of portfolio holdings information with respect to the Portfolios. Until particular portfolio holdings information has been released to the public, and except with regard to the third parties described above, no such information may be provided to any party without the approval of FMG’s Legal and Compliance Group, which approval is subject to the conditions described above. No compensation is received by the Trust, the Manager or any other person in connection with their disclosure of portfolio holdings information.

 

FMG’s Legal and Compliance Group and the Trust’s Chief Compliance Officer monitor and review any potential conflicts of interest between the Portfolios’ shareholders and the Manager, distributors and their affiliates that may arise from the potential release of portfolio holdings information. The Trust’s Board of Trustees approved this policy and determined that it is in the best interest of the Portfolios. The Board of Trustees oversees implementation of this policy and receives quarterly reports from the Trust’s Chief Compliance Officer regarding any violations or exceptions to this policy that were granted by FMG’s Legal and Compliance Group.

 

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MANAGEMENT OF THE TRUST

 

The Trust’s Board has the responsibility for the overall management of the Trust and the Portfolios, including general supervision and review of the investment activities and their conformity with Delaware law and the stated policies of the Portfolios. The Board elects the officers of the Trust who are responsible for administering the Trust’s day-to-day operations. The Trustees and officers of the Trust, together with information as to their principal business occupations during the last five years and other information, are shown below.

 

The Trustees

 

Name, Address and Age   Position(s) Held With Fund   Term of Office** and Length of
Time Served
  Principal Occupation(s)
During Past 5 Years
  Number of Portfolios in Fund Complex Overseen
by Trustee†
  Other Directorships
Held by Trustee
Interested Trustees

Steven M. Joenk*

1290 Avenue of the Americas,

New York, New York
(50)

  Trustee, Chairman, President and Chief Executive Officer   Trustee, Chairman from September 2004 to present, Chief Executive Officer, President from December 2002 to present   From July 1999 to present, Senior Vice President of AXA Financial; from September 2004 to present, President of FMG; since 2004, Chairman and President of Enterprise Capital Management, Inc., Co-Chairman of Enterprise Funds Distributor, Inc. and a Director of 1740 Advisers, Inc., MONY Asset Management Inc., MONY Financial Resources of the Americas Limited (Jamaica), MONY International Life Insurance Co. (Argentina), MONY Bank & Trust Company of the Americas Ltd. (Cayman Islands) and MONY Consultoria de Correlagem de Seguros Ltd. (Brazil).       None
Independent Trustees

Theodossios Athanassiades

c/o EQ Advisors Trust

1290 Avenue of the Americas

New York, New York

10104

(70)

  Trustee   From March 2000 to present   Retired. 1996, Vice Chairman, Metropolitan Life Insurance Company; From 1993 to 1995, President and Chief Operating Officer Metropolitan Life Insurance Company.   66   None

Jettie M. Edwards

c/o EQ Advisors Trust

1290 Avenue of the Americas

New York, New York

10104

(62)

  Trustee   From March 1997 to present   Retired. From 1986 to 2001, Partner and Consultant, Syrus Associates (business and marketing consulting firm).   66   From 1997 to present, Director, Old Mutual Funds II (23 portfolios); from 1997 to present, Director, Old Mutual Insurance Series Fund (7 portfolios).

David W. Fox

c/o EQ Advisors Trust

1290 Avenue of the Americas

New York, New York

10104

(77)

  Lead Independent Trustee   From May 2000 to present   Retired. From 1989 to 2000, Public Governor and from 1996-2000 Chairman of the Chicago Stock Exchange. From 1990-1995, Chairman and Chief Executive Officer, Northern Trust Company.   66   From 2004 to present, Director, Miami Corporation; 1987 to present, Director of USG Corporation.

 

46


Name, Address and Age   Position(s) Held With Fund   Term of Office** and Length of
Time Served
  Principal Occupation(s)
During Past 5 Years
  Number of Portfolios in Fund Complex Overseen
by Trustee†
  Other Directorships
Held by Trustee
Independent Trustees

William M. Kearns, Jr

c/o EQ Advisors Trust

1290 Avenue of the Americas

New York, New York

10104

(73)

  Trustee   From March 1997 to present   From 1994 to present, President, W.M. Kearns & Co., Inc. (private investment company); from 2002 to June 2007, Chairman and from 1998 to 2002, Vice Chairman, Keefe Managers, Inc. (money management firm).   66   From 1975 to present, Director, from 2005 to present Lead Director Selective Insurance Group, Inc.; from 1991 to present, Director, Transistor Devices, Inc. From 1999 to present, Advisory Director, Proudfoot PLC (N.A.) (consulting firm). From 2001 to present, Advisory Director, Gridley & Company LLC. From 2002 to present Director, United States Shipping Partners LLC

Christopher P.A. Komisarjevsky

c/o EQ Advisors Trust

1290 Avenue of the Americas

New York, New York

10104

(64)

  Trustee   From March 1997 to present   From 2006 to present, Senior Counselor for APCO Worldwide ® (global communications consulting) and a member of its International Advisory Counsel. From 1998 to 2004, President and Chief Executive Officer, Burson-Marsteller Worldwide (public relations). From 1996 to 1998, President and Chief Executive Officer of Burson-Marsteller U.S.A.   66   None

Harvey Rosenthal

c/o EQ Advisors Trust

1290 Avenue of the Americas

New York, New York

10104

(66)

  Trustee   From March 1997 to present   Retired. From 1997-2005, Consultant/Director and from 1994 to 1996, President and Chief Operating Officer of Melville Corporation (now CVS Corporation).   66   From 1997 to present, Director, LoJack Corporation.

Gary S. Schpero

c/o EQ Advisors Trust

1290 Avenue of the Americas

New York, New York

10104

(55)

  Trustee   From May 2000 to present   Retired. Prior to January 1, 2000, Partner of Simpson Thacher & Bartlett (law firm) and Managing Partner of the Investment Management and Investment Company Practice Group.   66   None

 

* Affiliated with the Manager and/or the Distributors.
** Each Trustee serves until his or her resignation or retirement.
The registered investment companies in the fund complex include AXA Premier VIP Trust, AXA Enterprise Funds Trust and the Trust. Mr. Joenk serves as Trustee, President and Chief Executive Officer for each of the registered investment companies in the fund complex, as well as Chairman for each such company.

 

Committees of the Board

 

The Trust has a standing Audit Committee consisting of all of the Trustees who are not “interested persons” of the Trust (as that term is defined in the 1940 Act) (“Independent Trustees”). The Audit Committee’s function is to oversee the Trust’s accounting and financial reporting policies and practices and

 

47


its internal controls, oversee the quality and objectivity of the Trust’s financial statements and the independent audit thereof, and act as a liaison between the Trust’s independent accountants and the Board. To carry out its function, the Audit Committee, among other things, selects, retains or terminates the Trust’s independent accountants and evaluates their independence; meets with the Trust’s independent accountants as necessary to review and approve the arrangements for and scope of the audit and to discuss and consider any matters of concern relating to the Trust’s financial statements and the Trust’s financial reporting and controls; and approves the fees charged by the independent accountants for audit and non-audit services and, to the extent required by applicable law, any non-audit services proposed to be performed for the Trust by the independent accountants. The Audit Committee held [three] meetings during the fiscal year ended December 31, 2008.

 

The Trust has a Nominating and Compensation Committee consisting of all of the Independent Trustees. The Nominating and Compensation Committee’s function is principally to nominate and evaluate Independent Trustee candidates and review the compensation arrangements for each of the Trustees. The Nominating and Compensation Committee will not consider nominees recommended by Contract owners. The Nominating and Compensation Committee held [three] meetings during the fiscal year ended December 31, 2008.

 

The Trust has a Valuation Committee consisting of Alwi Chan, Brian Walsh, James D. Kelly and Armando Capasso, and such other officers of the Trust and the Manager, as well as such officers of any Adviser to any portfolio as are deemed necessary by the officers of the Trust from time to time, each of whom shall serve at the pleasure of the Board of Trustees as members of the Valuation Committee. This committee determines the value of any of the Trust’s securities and assets for which market quotations are not readily available or for which valuation cannot otherwise be provided in accordance with the procedures adopted by the Board of Trustees.

 

Compensation of the Trustees

 

Effective October 1, 2008, each Trustee receives from the Trust an annual fee of $190,000 representing the payment of an annual retainer and all regular, committee and special meeting fees. The Board of Trustees currently holds (i) five regularly scheduled Board meetings; (ii) three regularly scheduled Audit Committee Meetings; and (iii) two regularly scheduled Nominating and Compensation Committee Meetings. The Board of Trustees may also hold special Board meetings and special meetings of its Audit Committee and Nominating and Compensation Committee throughout the year. A supplemental retainer of $30,000 per year is paid to the lead Independent Trustee. A retainer of $15,000 per year is paid to the Chair of the Audit Committee and a retainer of $7,500 is paid to the Chair of the Nominating and Compensation Committee. Prior to October 1, 2008, each Independent Trustee received from the Trust an annual fee of $110,000 plus (i) an additional fee of $7,000 for each regularly scheduled Board meeting attended, (ii) $3,000 for each in-person special Board meeting attended, (iii) $1,000 for each telephonic special meeting or telephonic committee meeting attended, (iv) $3,000 per Audit Committee Meeting attended, and (v) $1,000 per Nominating and Compensation Committee Meeting attended, plus reimbursement for expenses in attending in-person meetings. A supplemental retainer of $30,000 per year was paid to the lead Independent Trustee. A retainer of $15,000 per year was paid to the Chair of the Audit Committee and a retainer of $7,500 per year was paid to the Chair of the Nominating and Compensation Committee.

 

48


Trustee Compensation Table

for the Year Ended December 31, 2008*

 

Trustee

        Aggregate
Compensation
from the Trust
        Pension or
Retirement
Benefits Accrued
As Part of
Trust Expenses
        Estimated Annual
Benefits Upon
Retirement
        Total
Compensation
from Trust and
Fund Complex Paid
to Trustees**
     
Interested Trustees

Steven M. Joenk

      $ -0-       $ -0-       $ -0-       $ -0-    
Independent Trustees

Theodossios Athanassiades

      $                    $ -0-       $ -0-       $                 

Jettie M. Edwards

      $                    $ -0-       $ -0-       $                 

David W. Fox

      $                    $ -0-       $ -0-       $                 

William M. Kearns, Jr.

      $                    $ -0-       $ -0-       $                 

Christopher P.A. Komisarjevsky

      $                    $ -0-       $ -0-       $                 

Harvey Rosenthal

      $                    $ -0-       $ -0-       $                 

Gary S. Schpero

      $                    $ -0-       $ -0-       $                 

 

* A deferred compensation plan for the benefit of the Independent Trustees has been adopted by the Trust. Under the deferred compensation plan, each Trustee may defer payment of all or part of the fees payable for such Trustee’s services until his or her retirement as a Trustee or until the earlier attainment of a specified age. Fees deferred under the deferred compensation plan, together with accrued interest thereon, will be disbursed to a participating Trustee in monthly installments over a five to 20 year period elected by such Trustee. Messrs. Komisarjevsky and Athanassiades have elected to participate in the Trust’s deferred compensation plan. As of December 31, 2008, Mr. Komisarjevsky and Mr. Athanassiades had accrued $             and $             , respectively (including interest).
** The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 80 portfolios of three trusts in the fund complex. Prior to April 12, 2008, the Trustees also served as trustees of the AXA Enterprise Funds Trust.

 

As of December 31, 2008, no Independent Trustee or members of his or her immediate family beneficially owned or owned of record securities representing interests in the Manager, Advisers or Distributors of the Trust, or any person controlling, controlled by or under common control with such persons. For this purpose, “immediate family member” includes the Independent Trustee’s spouse, children residing in the Independent Trustee’s household and dependents of the Trustee. Furthermore, the Trustees of the Trust did not beneficially own shares of any Portfolio of the Trust or of portfolios overseen in the same family of investment companies, except as set forth in the following table:

 

Trustee Ownership of Equity Securities

 

Name of Trustee   Dollar Range
of Equity Securities in the Portfolios*
  Aggregate Dollar Range of Equity
Securities in All Portfolios Overseen
in Family of Investment Companies:
Interested Trustee
Steven M. Joenk            

 

49


Name of Trustee   Dollar Range
of Equity Securities in the Portfolios*
  Aggregate Dollar Range of Equity
Securities in All Portfolios Overseen
in Family of Investment Companies:
Independent Trustees
Theodossios Athanassiades   None   None
Jettie M. Edwards   None   None
David W. Fox   None   None
William M. Kearns, Jr.   None   None
Christopher P.A. Komisarjevsky   None   None
Harvey Rosenthal   None   None
Gary S. Schpero   None   None

 

* As of December 31, 2008.

 

The Trust’s Officers

 

No officer of the Trust receives any compensation paid by the Trust. Each officer of the Trust is an employee of AXA Equitable, AXA Advisors, LLC (“AXA Advisors”) and/or AXA Distributors, LLC. (“AXA Distributors”). The Trust’s principal officers are:

 

Name, Address and Age   Position(s) Held
With Fund*
  Term of Office
and Length of
Time Served**
 

Principal Occupation(s)

During Past 5 Years

Steven M. Joenk

1290 Avenue of the Americas,

New York, New York 10104

(50)

  Trustee, Chairman, President and Chief Executive Officer   Trustee, Chairman from September 2004 to present, Chief Executive Officer, President from December 2002 to present   From July 1999 to present, Senior Vice President of AXA Financial; from September 2004 to present, President of AXA Financial’s FMG; since 2004, Chairman and President of Enterprise Capital Management, Inc., Co-Chairman of Enterprise Funds Distributor, Inc. and a director of 1740 Advisers, Inc., MONY Asset Management Inc., MONY Financial Resources of the Americas Limited (Jamaica), MONY International Life Insurance Co. (Argentina), MONY Bank & Trust Company of the Americas Ltd. (Cayman Islands) and MONY Consultoria de Correlagem de Seguros Ltd. (Brazil).

Patricia Louie, Esq.

1290 Avenue of the Americas,

New York, New York 10104

(53)

  Vice President and Secretary  

From

July 1999

to Present

  From May 2003 to present, Vice President and Associate General Counsel of AXA Financial and AXA Equitable.

Brian Walsh

1290 Avenue of the Americas,

New York, New York 10104

(41)

  Chief Financial Officer and Treasurer  

From

June 2007

to present

  From December 2002 to May 2007 Vice President and Controller of the Trust; from February 2003 to present, Vice President of AXA Financial and AXA Equitable.

Alwi Chan

1290 Avenue of the Americas,

New York, New York 10104

(34)

  Vice President  

From

June 2007

to present

  From May 2007 to present, Vice President, AXA Financial and AXA Equitable; from November 2005 to May 2007, Assistant Vice President, AXA Financial and AXA Equitable; from December 2002 to November 2005, Senior Investment Analyst of AXA Equitable.

James Kelly

1290 Avenue of the Americas,

New York, New York 10104

(40)

  Controller  

From

June 2007

to present

  From September 2008 to present, Vice President of AXA Equitable; from March 2006 to September 2008, Assistant Vice President, AXA Financial and AXA Equitable; from July 2005 to February 2006, Assistant Treasurer, Lord Abbett & Co.; from July 2002 to June 2005, Director Prudential Investments.

 

50


Name, Address and Age   Position(s) Held
With Fund*
  Term of Office
and Length of
Time Served**
 

Principal Occupation(s)

During Past 5 Years

Mary E. Cantwell

1290 Avenue of the Americas,

New York, New York 10104

(47)

  Vice President  

From

July 1999

to Present

  From February 2001 to present, Vice President, AXA Financial; from July 2004 to present, a Director of Enterprise Capital Management, Inc.

Carla Price

1290 Avenue of the Americas,

New York, New York 10104

(32)

  Assistant Controller   From March 2007
to present
  From September 2008 to present, Vice President of AXA Equitable; from February 2004 to September 2008, Assistant Vice President of AXA Financial and AXA Equitable.

William MacGregor

1290 Avenue of the Americas,

New York, New York 10104

(33)

  Vice President and Assistant Secretary   From September 2006 to present   From May 2008 to present, Vice President and counsel of AXA Equitable; from May 2007 to May 2008 Assistant Vice President and Counsel of AXA Equitable. May 2006 to May 2007, Counsel of AXA Equitable; from March 2005 to April 2006, Associate Attorney, Sidley, Austin LLP; from September 2003 to February 2005, Contract Attorney, Prudential Financial, Inc.

Armando Capasso, Esq.

1290 Avenue of the Americas,

New York, New York 10104

(34)

  Vice President and Assistant Secretary   From
December 2007 to present
  From September 2008 to present, Vice President of AXA Equitable; from September 2007 to September 2008, Counsel of AXA Equitable; from March 2005 to September 2007, Investment Management Associate, Drinker Biddle & Reath, LLP; from September 2004 to March 2005, Associate, Ballard Spahr Andrews & Ingersoll, LLP.

Joseph J. Paolo

1290 Avenue of the Americas,

New York, New York 10104

(38)

  Chief Compliance Officer, Vice President and Anti-Money Laundering Compliance Officer   Chief Compliance Officer from May 2007, Vice President and Anti-Money Laundering Compliance Officer from November 2005 to Present  

From June 2007 to present, Vice President of AXA Equitable and Chief Compliance Officer of AXA Equitable’s Funds Management Group; from August 2005 to June 2007, Vice President and Deputy Compliance Officer of AXA Equitable’s Funds Management Group; from March 2004 to August 2005, Vice President of AXA Equitable and Compliance Officer of AXA Equitable’s Funds Management Group.

David Shagawat

1290 Avenue of the Americas,

New York, New York 10104

(34)

  Assistant Anti-Money Laundering Compliance Officer   From
November 2005
to present
  From September 2007 to present, Assistant Vice President and Compliance Risk Manager of AXA Equitable; from August 2005 to September 2007, Associate Compliance Officer, AXA Equitable; from June 2004 to August 2005, Fiduciary Oversight Analyst, Citigroup Asset Management.

Paraskevou Charalambous

1290 Avenue of the Americas,

New York, New York 10104

(46)

  Assistant Secretary   From
November 2005
to present
  From March 2000 to present, Senior Legal Assistant for AXA Equitable.

 

* Each of the officers in the table above holds similar positions with 2 other registered investment companies in the fund complex. The registered investment companies in the fund complex include AXA Premier VIP Trust, AXA Enterprise Funds Trust and the Trust.
** Each officer is elected on an annual basis.

 

Control Persons and Principal Holders of Securities

 

The Trust continuously offers its shares to separate accounts of insurance companies in connection with the Contracts and to tax-qualified retirement plans. AXA Equitable may be deemed to be a control person with respect to the Trust by virtue of its ownership of more than 95% of the Trust’s shares as of             , 2009. Shareholders owning 25% or more of the outstanding shares of a Portfolio may be able to determine the outcome of most issues that are submitted to shareholders for a vote.

 

51


As a “series” type of mutual fund, the Trust issues separate series of shares of beneficial interest with respect to each Portfolio. Each Portfolio resembles a separate fund issuing separate classes of stock. Because of current federal securities law requirements, the Trust expects that its shareholders will offer Contract owners the opportunity to instruct shareholders as to how shares allocable to Contracts will be voted with respect to certain matters, such as approval of investment advisory agreements. To the Trust’s knowledge, as of             , 2009, the following persons owned Contracts entitling such persons to give voting instructions regarding more than 25% of the outstanding shares of any Portfolio:

 

Portfolio

  

Contract Owner

   Shares Beneficially
Owned
   Percentage
of Ownership
        
        

 

To the Trust’s knowledge, as of             , 2009, the following persons owned contracts entitling such persons to give voting instructions regarding 5% or more of the outstanding securities of any Portfolio.

 

Portfolio

  

Contract Owner

   Shares Beneficially
Owned
  

Percentage
of Ownership

        
        

 

To the Trust’s knowledge, as of                          , 2009, the following Portfolios of the Trust and AXA Allocation Portfolios of the Trust and AXA Premier VIP Trust (“Allocation Portfolios”) owned shares in the following Portfolios of the Trust entitling such Allocation Portfolios to give voting instructions regarding more than 5% of the outstanding shares of such Portfolios:

 

Allocation Portfolios

  

Portfolio

   Number of Shares
of Portfolio
   Percentage
of Portfolio
        
        

 

As of                          , 2009, the Trustees and officers of the Trust, as a group, owned less than 1% of the outstanding shares of any class of any Portfolio of the Trust.

 

INVESTMENT MANAGEMENT AND OTHER SERVICES

 

The Manager

 

AXA Equitable, through its AXA Funds Management Group unit, currently serves as the investment manager for each Portfolio. MFS Investment Management (“MFS”), Morgan Stanley Investment Management Inc. (“MSIM Inc.”), BlackRock Investment Management, LLC (“BlackRock Investment”), BlackRock Investment Management International Limited (“BlackRock International”), BlackRock Financial Management, Inc. (“BlackRock Financial”), JPMorgan Investment Management Inc. (“JPMorgan”), Evergreen Investment Management Company, LLC (“Evergreen”), First International Advisors, LLC. (d/b/a Evergreen International Advisors) (“Evergreen International”), AllianceBernstein, L.P. (“AllianceBernstein”), Capital Guardian Trust Company (“Capital Guardian”), Calvert Asset Management Company, Inc. (“Calvert”), Bridgeway Capital Management, Inc. (“Bridgeway”), Marsico Capital Management, LLC (“Marsico”), Boston Advisors, LLC (“Boston Advisors”), Caywood-Scholl Capital Management (“Caywood-Scholl”), GAMCO Asset Management Inc. (“GAMCO”), Montag & Caldwell, Inc. (“Montag & Caldwell”), Pacific Investment Management Company, LLC (“PIMCO”), UBS Global Asset Management (Americas) Inc. (“UBS Global AM”), The Dreyfus Corporation (“Dreyfus”), Ariel Investments (“Ariel”), Lord, Abbett & Co. LLC (“Lord Abbett”), AXA Rosenberg Investment Management LLC (“AXA Rosenberg”), Davis Selected Advisers, L.P. (“Davis”), Franklin Advisers, Inc. (“Franklin Advisers”), Franklin Advisory Services, LLC (“Franklin Advisory”), Franklin Mutual Advisers, LLC (“Franklin Mutual”), OppenheimerFunds, Inc. (“Oppenheimer”), Templeton Global Advisors Limited (“Templeton”), Wentworth, Hauser & Violich, Inc. (“Wentworth”), Institutional Capital LLC (“ICAP”), Wellington Management Company, LLP (“Wellington Management”), T. Rowe Price Associates, Inc. (“T. Rowe Price”) Hirayama Investments, LLC (“Hirayama”) and SSgA Funds Management, Inc. (“SSgA FM”) (each an “Adviser,” and together the “Advisers”) serve as investment advisers to one or more of the Portfolios, as described more fully in the Prospectus.

 

52


AXA Equitable, which is a New York life insurance company and one of the largest life insurance companies in the U.S., is a wholly owned subsidiary of AXA Financial, Inc. (“AXA Financial”), a subsidiary of AXA, a French insurance holding company. The principal offices of AXA Equitable and AXA Financial are located at 1290 Avenue of the Americas, New York, New York 10104.

 

AXA Financial is a wholly owned subsidiary of AXA. AXA is the holding company for an international group of insurance and related financial services companies. AXA insurance operations include activities in life insurance, property and casualty insurance and reinsurance. The insurance operations are diverse geographically, with activities principally in Western Europe, North America, and the Asia/Pacific area and, to a lesser extent, in Africa and South America. AXA is also engaged in asset management, investment banking, securities trading, brokerage, real estate and other financial services activities principally in the U.S., as well as in Western Europe and the Asia/Pacific area.

 

The Manager serves as the investment manager of the Trust pursuant to Investment Management Agreements with respect to the Portfolios (each, a “Management Agreement”). Subject always to the direction and control of the Trustees of the Trust, under each Management Agreement, the Manager has, with respect to each sub-advised portfolio or portion thereof, (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 Advisers; (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 the Manager’s responsibilities under the Management Agreements, the Manager will assess each Portfolio’s investment focus and, with respect to Portfolios advised by one or more Advisers, 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, the Manager will monitor compliance of each such 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. The 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 the Manager’s own initiative, the 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, the 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, the 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.

 

With respect to the Allocation Portfolio, EQ/AXA Franklin Templeton Founding Strategy Core Portfolio, EQ/International ETF Portfolio, the Crossings Allocation Portfolios, and certain portions of the PLUS Portfolios the Manager will: (i) provide investment management and advisory services; (ii) render investment advice concerning the Underlying Portfolios and Underlying ETFs, as applicable, in which to invest and the appropriate allocations for each Portfolio; (iii) apprise the Trust of developments materially affecting the Portfolios; and (iv) carry out the directives of the Board of Trustees.

 

Under each Management Agreement, the Manager also is required to furnish to the Trust, at its own expense and without remuneration from or other cost to the Trust, the following:

 

 

Office space, all necessary office facilities and equipment.

 

 

Necessary executive and other personnel, including personnel for the performance of clerical and other office functions, other than those functions

 

   

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 the entity selected to perform such services; or

 

53


   

related to the investment advisory services to be provided by any Adviser pursuant to an advisory agreement with the Trust (“Advisory Agreement”).

 

 

Information and services, other than services of outside counsel or independent accountants or investment advisory services to be provided by any Adviser under an Advisory Agreement, required in connection with the preparation of all registration statements, prospectuses and statements of additional information, any supplements thereto, annual, semi-annual, and periodic reports to Trust Shareholders, regulatory authorities, or others, and all notices and proxy solicitation materials, furnished to Shareholders or regulatory authorities, and all tax returns.

 

Each Management Agreement also requires the Manager (or its affiliates) to pay all salaries, expenses, and fees of the Trustees and officers of the Trust who are affiliated with the Manager or its affiliates.

 

The continuance of each Management Agreement, with respect to each Portfolio, must be specifically approved at least annually (i) by the Trust’s Board of Trustees or by vote of a majority of the outstanding voting securities (as defined in the 1940 Act) of such Portfolio and (ii) by vote of a majority of the Trustees who are not parties to the Management Agreement or “interested persons” (as defined in the 1940 Act) of any such party cast in person at a meeting called for such purpose. The Management Agreement with respect to each Portfolio may be terminated (i) at any time, without the payment of any penalty, by the Trust upon the vote of a majority of the Trustees, including a majority of the Independent Trustees, or by vote of the majority of the outstanding voting securities (as defined in the 1940 Act) of such Portfolio upon sixty (60) days’ written notice to the Manager or (ii) by the Manager at any time without penalty upon sixty (60) days’ written notice to the Trust. Each Management Agreement will also terminate automatically in the event of its assignment (as defined in the 1940 Act).

 

Each Portfolio pays a fee to the Manager for its services. The Manager and the Trust have also entered into an expense limitation agreement with respect to certain Portfolios as set forth in the Prospectus (“Expense Limitation Agreement”), pursuant to which the Manager has agreed to waive or limit its management, administrative and other fees and to assume other expenses so that the net annual operating expenses (with certain exceptions as set forth in the Prospectus) of the Portfolio are limited to the extent described in the “Management of the Trust-Expense Limitation Agreement” section of the Prospectus.

 

In addition to the management fees, the Trust pays all expenses not assumed by the Manager, including without limitation: fees and expenses of its independent accountants and of legal counsel for itself and the Trust’s Independent Trustees; the costs of preparing, setting in type, printing and mailing to shareholders annual and semi-annual reports, proxy statements, prospectuses, prospectus supplements and statements of additional information; the costs of printing registration statements; custodian’s fees; any proxy solicitors’ fees and expenses; filing fees; Trustee expenses (including any special counsel to Trustees); transfer agent fees; advisory and administration fees; any federal, state or local income or other taxes; any interest; any membership fees of the Investment Company Institute and similar organizations; fidelity bond and Trustees’ liability insurance premiums; and any extraordinary expenses, such as indemnification payments or damages awarded in litigation or settlements made. All general Trust expenses are allocated among and charged to the assets of the Portfolios of the Trust on a basis that the Trustees deem fair and equitable, which may be on the basis of relative net assets of each Portfolio or the nature of the services performed and relative applicability to each Portfolio. As discussed in greater detail below under “The Distributors,” the Class IB shares of each Portfolio may pay for certain distribution-related expenses in connection with activities primarily intended to result in the sale of its shares.

 

The tables below show the fees paid by each Portfolio to the Manager during the years ended December 31, 2006, 2007 and 2008, respectively. The first column shows each fee without fee waivers, the second column shows the fees actually paid to the Manager after fee waivers and the third column shows the total amount of fees waived by the Manager and other expenses of each Portfolio assumed by the Manager pursuant to the Expense Limitation Agreement. During the years ended December 31, 2006, December 31, 2007 and December 31, 2008, the Manager received $                , $                 and $                 respectively, in reimbursement for the 65, 64 and 64 portfolios, respectively, comprising the Trust.

 

54


 

CALENDAR YEAR ENDED DECEMBER 31, 2006

 

Portfolio**

  

Management Fee

  

Management Fee
Paid To Manager
After Fee Waiver

  

Total Amount Of
Fees Waived And
Other Expenses
Assumed
by Manager

All Asset Allocation

   $ 531,522    $    $ 1,039,115

EQ/AllianceBernstein Common Stock

   $ 44,761,648    $ 44,761,648    $

EQ/AllianceBernstein Intermediate Government Securities

   $ 3,695,523    $ 3,695,523    $

EQ/AllianceBernstein International

   $ 18,561,748    $ 17,778,556    $ 783,191

EQ/AllianceBernstein Small Cap Growth

   $ 9,268,292    $ 9,268,292    $

EQ/Ariel Appreciation II

   $ 191,052    $ 105,757    $ 85,294

EQ/AXA Franklin Income Core*

   $ 194,505    $ 144,252    $ 50,253

EQ/AXA Franklin Small Cap Value Core*

   $ 28,671    $    $ 58,929

EQ/AXA Mutual Shares Core*

   $ 169,144    $ 102,820    $ 66,323

EQ/AXA Rosenberg Value Long Short Equity*

   $ 150,650    $ 3,620    $ 147,030

EQ/AXA Templeton Growth Core*

   $ 107,173    $ 52,073    $ 55,100

EQ/BlackRock Basic Value Equity

   $ 16,879,075    $ 16,879,075    $

EQ/BlackRock International Value

   $ 15,319,250    $ 15,319,250    $

EQ/Bond Index

   $ 192,026    $ 160,391    $ 31,635

EQ/Boston Advisors Equity Income

   $ 3,045,719    $ 2,756,803    $ 288,916

EQ/Calvert Socially Responsible

   $ 498,333    $ 456,926    $ 41,407

EQ/Capital Guardian Growth

   $ 2,279,853    $ 2,007,356    $ 272,496

EQ/Capital Guardian Research

   $ 6,767,641    $ 6,252,374    $ 515,268

EQ/Caywood-Scholl High Yield Bond

   $ 929,682    $ 866,888    $ 62,793

EQ/Davis New York Venture*

   $ 81,812    $ 29,844    $ 51,968

EQ/Equity 500 Index

   $ 8,986,169    $ 8,986,169    $

EQ/Evergreen Omega

   $ 1,208,832    $ 1,208,832    $

EQ/Focus PLUS

   $ 26,778,146    $ 25,076,960    $ 1,701,186

EQ/GAMCO Mergers and Acquisitions

   $ 692,996    $ 692,996    $

EQ/GAMCO Small Company Value

   $ 4,979,455    $ 4,979,455    $

EQ/Global Bond PLUS

   $ 1,364,085    $ 1,364,085    $

EQ/Global Multi-Sector Equity

   $ 20,623,525    $ 20,623,525    $

EQ/Government Securities

   $ 477,946    $ 477,946    $

EQ/International Core PLUS

   $ 10,450,536    $ 9,792,061    $ 658,474

EQ/International ETF*

   $ 5,887    $    $ 67,272

EQ/International Growth

   $ 970,294    $ 970,294    $

EQ/JPMorgan Core Bond

   $ 6,380,080    $ 6,380,080    $

EQ/JPMorgan Value Opportunities

   $ 3,605,344    $ 3,506,520    $ 98,825

EQ/Large Cap Core PLUS

   $ 1,985,608    $ 1,905,230    $ 80,378

EQ/Large Cap Value PLUS

   $ 23,030,555    $ 23,030,555    $

EQ/Large Cap Growth Index

   $ 8,551,515    $ 6,701,620    $ 1,849,896

EQ/Large Cap Growth PLUS

   $ 5,754,472    $ 5,754,472    $

EQ/Large Cap Value Index

   $ 843,934    $ 726,716    $ 117,218

EQ/Long Term Bond

   $ 2,990,921    $ 2,990,921    $

EQ/Lord Abbett Growth and Income

   $ 657,037    $ 522,044    $ 134,994

EQ/Lord Abbett Large Cap Core

   $ 283,965    $ 169,028    $ 114,938

EQ/Lord Abbett Mid Cap Value

   $ 1,435,702    $ 1,315,382    $ 120,320

EQ/Mid Cap Index

   $ 9,894,720    $ 9,345,096    $ 549,623

EQ/Mid Cap Value PLUS

   $ 13,341,080    $ 13,341,080    $

EQ/Money Market

   $ 5,500,301    $ 5,500,301    $

 

55


Portfolio**

  

Management Fee

  

Management Fee
Paid To Manager
After Fee Waiver

  

Total Amount Of
Fees Waived And
Other Expenses
Assumed
by Manager

EQ/Montag & Caldwell Growth

   $ 2,239,912    $ 2,239,912    $

EQ/Oppenheimer Global*

   $ 52,190    $    $ 63,288

EQ/Oppenheimer Main Street Opportunity*

   $ 39,052    $    $ 63,541

EQ/Oppenheimer Main Street Small Cap*

   $ 44,561    $    $ 65,666

EQ/PIMCO Ultra Short Bond

   $ 1,688,674    $ 911,728    $ 776,946

EQ/Quality Bond PLUS

   $ 10,254,867    $ 10,254,867    $

EQ/Short Duration Bond

   $ 6,925,512    $ 6,925,512    $

EQ/Small Company Index

   $ 1,986,407    $ 1,986,407    $

EQ/T. Rowe Price Growth Stock

   $ 2,169,409    $ 2,098,843    $ 70,566

EQ/UBS Growth and Income

   $ 1,431,518    $ 1,265,796    $ 165,722

EQ/Van Kampen Comstock

   $ 1,312,416    $ 1,190,535    $ 121,881

EQ/Van Kampen Mid Cap Growth

   $ 708,968    $ 605,349    $ 103,619

 

* EQ/AXA Rosenberg Value Long/Short Equity Portfolio commenced operations on November 17, 2006, EQ/International ETF Portfolio commenced operations on August 25, 2006; EQ/Davis New York Venture Portfolio, EQ/Oppenheimer Global Portfolio, EQ/Oppenheimer Main Street Opportunity Portfolio and EQ/Oppenheimer Main Street Small Cap Portfolio commenced operations on August 31, 2006; EQ/AXA Franklin Income Core Portfolio, EQ/AXA Franklin Small Cap Value Core Portfolio, EQ/AXA Mutual Shares Core Portfolio and EQ/AXA Templeton Growth Portfolio commenced operations on September 15, 2006.

 

** EQ/Van Kampen Real Estate Portfolio, EQ/AXA Franklin Templeton Founding Strategy Core Portfolio and the Crossings Allocations Portfolios are not included in the table above because they had no operations in 2006.

 

CALENDAR YEAR ENDED DECEMBER 31, 2007

 

Portfolio**

  

Management Fee

  

Management Fee
Paid To Manager
After Fee Waiver

  

Total Amount Of
Fees Waived And
Other Expenses
Assumed
by Manager

All Asset Allocation

   $ 474,195    $    $ 960,420

EQ/AllianceBernstein Common Stock

   $ 43,299,875    $ 43,299,875    $

EQ/AllianceBernstein Intermediate Government Securities

   $ 3,480,069    $ 3,480,069    $

EQ/AllianceBernstein International

   $ 22,939,112    $ 21,548,756    $ 1,390,356

EQ/AllianceBernstein Small Cap Growth

   $ 9,442,644    $ 9,442,644    $

EQ/Ariel Appreciation II

   $ 405,263    $ 339,868    $ 65,395

EQ/AXA Franklin Income Core

   $ 5,267,827    $ 5,267,827    $

EQ/AXA Franklin Small Cap Value Core

   $ 1,630,134    $ 1,558,462    $ 71,672

EQ/AXA Franklin Templeton Founding Strategy Core*

   $ 122,003    $    $ 673,044

EQ/AXA Mutual Shares Core

   $ 3,630,672    $ 3,472,248    $ 158,424

EQ/AXA Rosenberg Value Long Short Equity

   $ 2,395,869    $ 2,395,869    $

EQ/AXA Templeton Growth Core

   $ 3,089,062    $ 2,954,201    $ 134,861

EQ/BlackRock Basic Value Equity

   $ 21,758,197    $ 21,758,197    $

EQ/BlackRock International Value

   $ 22,214,909    $ 22,214,909    $

EQ/Bond Index

   $ 139,909    $ 39,597    $ 100,312

EQ/Boston Advisors Equity Income

   $ 3,461,531    $ 3,040,904    $ 420,627

 

56


Portfolio**

  

Management Fee

  

Management Fee
Paid To Manager
After Fee Waiver

  

Total Amount Of
Fees Waived And
Other Expenses
Assumed
by Manager

EQ/Calvert Socially Responsible

   $ 611,593    $ 541,248    $ 70,345

EQ/Capital Guardian Growth

   $ 2,928,796    $ 2,512,812    $ 415,984

EQ/Capital Guardian Research

   $ 10,121,452    $ 9,129,633    $ 991,819

EQ/Caywood-Scholl High Yield Bond

   $ 1,352,428    $ 1,330,728    $ 21,700

EQ/Davis New York Venture

   $ 2,558,922    $ 2,558,922    $

EQ/Equity 500 Index

   $ 9,490,918    $ 9,490,918    $

EQ/Evergreen Omega

   $ 1,291,355    $ 1,291,355    $

EQ/Focus PLUS

   $ 34,576,264    $ 31,422,288    $ 3,153,976

EQ/GAMCO Mergers and Acquisitions

   $ 1,414,813    $ 1,414,813    $

EQ/GAMCO Small Company Value

   $ 7,470,395    $ 7,470,395    $

EQ/Global Bond PLUS

   $ 4,025,604    $ 4,025,604    $

EQ/Global Multi-Sector Equity

   $ 33,730,495    $ 33,730,495    $

EQ/Government Securities

   $ 402,694    $ 402,694    $

EQ/International Core PLUS

   $ 12,008,546    $ 11,697,633    $ 310,913

EQ/International ETF

   $ 35,658    $    $ 99,523

EQ/International Growth

   $ 2,166,917    $ 2,166,917    $

EQ/JPMorgan Core Bond

   $ 8,299,118    $ 8,299,118    $

EQ/JPMorgan Value Opportunities

   $ 3,847,370    $ 3,598,864    $ 248,506

EQ/Large Cap Core PLUS

   $ 1,709,003    $ 1,562,223    $ 146,780

EQ/Large Cap Growth Index

   $ 6,681,671    $ 4,940,225    $ 1,741,446

EQ/Large Cap Growth PLUS

   $ 5,010,479    $ 4,976,466    $ 34,013

EQ/Large Cap Value Index

   $ 1,402,250    $ 1,240,553    $ 161,697

EQ/Large Cap Value PLUS

   $ 33,541,379    $ 32,741,561    $ 799,818

EQ/Long Term Bond

   $ 4,024,212    $ 4,024,212    $

EQ/Lord Abbett Growth and Income

   $ 1,579,420    $ 1,433,586    $ 145,834

EQ/Lord Abbett Large Cap Core

   $ 474,485    $ 381,837    $ 92,648

EQ/Lord Abbett Mid Cap Value

   $ 2,815,783    $ 2,633,187    $ 182,596

EQ/Mid Cap Index

   $ 11,379,206    $ 10,342,225    $ 1,036,981

EQ/Mid Cap Value PLUS

   $ 12,137,452    $ 12,121,064    $ 16,388

EQ/Money Market

   $ 6,284,236    $ 6,284,236    $

EQ/Montag & Caldwell Growth

   $ 2,187,342    $ 2,179,837    $ 7,505

EQ/Oppenheimer Global

   $ 780,830    $ 434,853    $ 345,977

EQ/Oppenheimer Main Street Opportunity

   $ 322,324    $ 226,247    $ 96,077

EQ/Oppenheimer Main Street Small Cap

   $ 517,923    $ 312,907    $ 205,016

EQ/PIMCO Ultra Short Bond

   $ 3,667,417    $ 3,327,283    $ 340,134

EQ/Quality Bond PLUS

   $ 10,795,801    $ 10,795,801    $

EQ/Short Duration Bond

   $ 8,767,075    $ 8,767,075    $

EQ/Small Company Index

   $ 2,648,769    $ 2,648,769    $

EQ/T. Rowe Price Growth Stock

   $ 3,273,241    $ 3,126,832    $ 146,409

EQ/UBS Growth and Income

   $ 1,689,155    $ 1,441,169    $ 247,986

EQ/Van Kampen Comstock

   $ 2,157,360    $ 1,996,924    $ 160,436

EQ/Van Kampen Mid Cap Growth

   $ 1,689,313    $ 1,545,421    $ 143,892

EQ/Van Kampen Real Estate Portfolio*

   $ 2,755,669    $ 2,585,151    $ 170,517

 

* EQ/AXA Franklin Templeton Founding Strategy Core Portfolio commenced operations on April 30, 2007; EQ/Van Kampen Real Estate Portfolio commenced operations on July 2, 2007.

 

** The Crossings Allocation Portfolios are not included in the table above because they had no operations in 2007.

 

57


CALENDAR YEAR ENDED DECEMBER 31, 2008

 

Portfolio

  

Management Fee

  

Management Fee
Paid To Manager
After Fee Waiver

  

Total Amount Of
Fees Waived And
Other Expenses
Assumed
by Manager

All Asset Allocation

   $                         $                         $                 

Crossings Aggressive Allocation*

   $      $      $  

Crossings Conservative Allocation*

   $      $      $  

Crossings Conservative-Plus Allocation*

   $      $      $  

Crossings Moderate Allocation*

   $      $      $  

Crossings Moderate-Plus Allocation*

   $      $      $  

EQ/AllianceBernstein Common Stock

   $      $      $  

EQ/AllianceBernstein Intermediate Government Securities

   $      $      $  

EQ/AllianceBernstein International

   $      $      $  

EQ/AllianceBernstein Small Cap Growth

   $      $      $  

EQ/Ariel Appreciation II

   $      $      $  

EQ/AXA Franklin Income Core

   $      $      $  

EQ/AXA Franklin Small Cap Value Core

   $      $      $  

EQ/AXA Franklin Templeton Founding Strategy Core

   $      $      $  

EQ/AXA Mutual Shares Core

   $      $      $  

EQ/AXA Rosenberg Value Long Short Equity

   $      $      $  

EQ/AXA Templeton Growth Core

   $      $      $  

EQ/BlackRock Basic Value Equity

   $      $      $  

EQ/BlackRock International Value

   $      $      $  

EQ/Bond Index

   $      $      $  

EQ/Boston Advisors Equity Income

   $      $      $  

EQ/Calvert Socially Responsible

   $      $      $  

EQ/Capital Guardian Growth

   $      $      $  

EQ/Capital Guardian Research

   $      $      $  

EQ/Caywood-Scholl High Yield Bond

   $      $      $  

EQ/Davis New York Venture

   $      $      $  

EQ/Equity 500 Index

   $      $      $  

EQ/Evergreen Omega

   $      $      $  

EQ/Focus PLUS

   $      $      $  

EQ/GAMCO Mergers and Acquisitions

   $      $      $  

EQ/GAMCO Small Company Value

   $      $      $  

EQ/Global Bond PLUS

   $      $      $  

EQ/Global Multi-Sector Equity

   $      $      $  

EQ/Government Securities

   $      $      $  

EQ/International Core PLUS

   $      $      $  

EQ/International ETF

   $      $      $  

EQ/International Growth

   $      $      $  

EQ/JPMorgan Core Bond

   $      $      $  

EQ/JPMorgan Value Opportunities

   $      $      $  

EQ/Large Cap Core PLUS

   $      $      $  

EQ/Large Cap Growth Index

   $      $      $  

EQ/Large Cap Growth PLUS

   $      $      $  

EQ/Large Cap Value Index

   $      $      $  

EQ/Large Cap Value PLUS

   $      $      $  

 

58


Portfolio

  

Management Fee

  

Management Fee
Paid To Manager
After Fee Waiver

  

Total Amount Of
Fees Waived And
Other Expenses
Assumed
by Manager

EQ/Long Term Bond

   $      $      $  

EQ/Lord Abbett Growth and Income

   $      $      $  

EQ/Lord Abbett Large Cap Core

   $      $      $  

EQ/Lord Abbett Mid Cap Value

   $      $      $  

EQ/Mid Cap Index

   $      $      $  

EQ/Mid Cap Value PLUS

   $      $      $  

EQ/Money Market

   $      $      $  

EQ/Montag & Caldwell Growth

   $      $      $  

EQ/Oppenheimer Global

   $      $      $  

EQ/Oppenheimer Main Street Opportunity

   $      $      $  

EQ/Oppenheimer Main Street Small Cap

   $      $      $  

EQ/PIMCO Ultra Short Bond

   $      $      $  

EQ/Quality Bond PLUS

   $      $      $  

EQ/Short Duration Bond

   $      $      $  

EQ/Small Company Index

   $      $      $  

EQ/T. Rowe Price Growth Stock

   $      $      $  

EQ/UBS Growth and Income

   $      $      $  

EQ/Van Kampen Comstock

   $      $      $  

EQ/Van Kampen Mid Cap Growth

   $      $      $  

EQ/Van Kampen Real Estate Portfolio

   $      $      $  

 

* The Crossings Allocation Portfolios commenced operations on January 2, 2008.

 

The Advisers

 

The Manager has entered into an Advisory Agreement on behalf of each Portfolio (except the Allocation Portfolio, the EQ/International ETF Portfolio, the EQ/Franklin Templeton Founding Strategy Portfolio and the Crossings Allocation Portfolios) with the Advisers identified in the Prospectus. The Advisory Agreements obligate the Advisers to: (i) make investment decisions on behalf of their respective Portfolios (or portions thereof); (ii) place all orders for the purchase and sale of investments for their respective Portfolios (or portions thereof) with brokers or dealers selected by the Manager and/or the Advisers; and (iii) perform certain related administrative functions in connection therewith.

 

As discussed in the Prospectus, a discussion of the basis of the decision by the Trust’s Board of Trustees to approve the Advisory Agreements with the Advisers is available in the Trust’s Annual or Semi-Annual Reports to Shareholders.

 

During the years ended December 31, 2006, 2007 and 2008, respectively, the Manager paid the following fees to each Adviser with respect to the Portfolios listed below pursuant to the Advisory Agreements:

 

       Advisory Fee Paid

Portfolio

  

2006

  

2007

  

2008

EQ/AllianceBernstein Common Stock

   $ 23,056,872    $ 21,888,446    $                 

EQ/AllianceBernstein Intermediate Government Securities

   $ 1,508,100    $ 1,409,956    $  

EQ/AllianceBernstein International

   $ 12,041,450    $ 14,761,618    $  

EQ/AllianceBernstein Small Cap Growth

   $ 5,796,375    $ 5,803,087    $  

EQ/Ariel Appreciation II

   $ 152,912    $ 323,101    $  

EQ/AXA Franklin Income Core**

   $ 89,313    $ 2,150,936    $  

EQ/AXA Franklin Small Cap Value Core**

   $ 19,117    $ 978,568    $  

EQ/AXA Mutual Shares Core**

   $ 95,851    $ 2,057,210    $  

EQ/AXA Rosenberg Value Long Short Equity**

   $ 130,563    $ 1,112,813    $  

 

59


       Advisory Fee Paid

Portfolio

  

2006

  

2007

  

2008

EQ/AXA Templeton Growth Core**

   $ 46,563    $ 1,192,290    $  

EQ/BlackRock Basic Value Equity*

   $ 10,689,482    $ 13,935,521    $  

EQ/BlackRock International Value*

   $ 7,478,464    $ 11,008,541    $  

EQ/Bond Index

   $ 53,907    $ 31,981    $  

EQ/Boston Advisors Equity Income

   $ 962,379    $ 1,072,948    $  

EQ/Calvert Socially Responsible

   $ 268,367    $ 329,375    $  

EQ/Capital Guardian Growth

   $ 1,192,774    $ 1,532,174    $  

EQ/Capital Guardian Research

   $ 3,748,577    $ 5,277,267    $  

EQ/Caywood-Scholl High Yield Bond

   $ 437,382    $ 600,518    $  

EQ/Davis New York Venture**

   $ 41,411    $ 1,243,616    $  

EQ/Equity 500 Index

   $ 1,278,629    $ 1,338,939    $  

EQ/Evergreen Omega

   $ 1,022,738    $ 1,092,791    $  

EQ/Focus PLUS

   $ 11,763,050    $ 15,039,725    $  

EQ/GAMCO Mergers and Acquisitions

   $ 345,748    $ 678,747    $  

EQ/GAMCO Small Company Value

   $ 2,549,821    $ 3,863,828    $  

EQ/Global Bond PLUS

   $ 412,239    $ 1,038,188    $  

EQ/Global Multi-Sector Equity

   $ 9,326,651    $ 14,183,295    $  

EQ/Government Securities*

   $ 143,381    $ 120,815    $  

EQ/International Core PLUS*

   $ 5,626,973    $ 4,711,705    $  

EQ/International Growth

   $ 513,992    $ 1,147,439    $  

EQ/JPMorgan Core Bond

   $ 2,554,352    $ 3,268,584    $  

EQ/JPMorgan Value Opportunities

   $ 1,903,246    $ 2,022,839    $  

EQ/Large Cap Core PLUS*

   $ 1,158,625    $ 694,414    $  

EQ/Large Cap Growth Index

   $ 4,409,397    $ 3,374,287    $  

EQ/Large Cap Growth PLUS*

   $ 2,790,641    $ 1,875,101    $  

EQ/Large Cap Value Index

   $ 519,640    $ 859,559    $  

EQ/Large Cap Value PLUS

   $ 9,351,669    $ 13,630,228    $  

EQ/Long Term Bond*

   $ 1,024,631    $ 1,512,247    $  

EQ/Lord Abbett Growth and Income

   $ 352,458    $ 828,934    $  

EQ/Lord Abbett Large Cap Core

   $ 152,949    $ 255,523    $  

EQ/Lord Abbett Mid Cap Value

   $ 911,919    $ 1,708,631    $  

EQ/Mid Cap Index

   $ 6,031,958    $ 6,943,768    $  

EQ/Mid Cap Value PLUS*

   $ 7,691,362    $ 5,180,198    $  

EQ/Money Market

   $ 656,132    $ 762,550    $                 

EQ/Montag & Caldwell Growth

   $ 895,472    $ 856,885    $  

EQ/Oppenheimer Global**

   $ 24,740    $ 352,541    $  

EQ/Oppenheimer Main Street Opportunity**

   $ 18,388    $ 151,530    $  

EQ/Oppenheimer Main Street Small Cap**

   $ 22,293    $ 252,741    $  

EQ/PIMCO Ultra Short Bond

   $ 767,481    $ 1,677,111    $  

EQ/Quality Bond PLUS

   $ 4,161,713    $ 4,365,293    $  

EQ/Short Duration Bond*

   $ 1,593,097    $ 2,051,194    $  

EQ/Small Company Index

   $ 397,376    $ 529,649    $  

EQ/T. Rowe Price Growth Stock*

   $ 1,084,590    $ 1,590,945    $  

EQ/UBS Growth and Income

   $ 526,569    $ 600,444    $  

EQ/Van Kampen Comstock

   $ 806,755    $ 1,306,865    $  

EQ/Van Kampen Mid Cap Growth

   $ 455,859    $ 1,069,166    $  

EQ/Van Kampen Real Estate**

     N/A    $ 1,369,608    $  

 

*

No advisory fees were paid to BlackRock Financial on behalf of EQ/Government Securities Portfolio, EQ/Long Term Bond Portfolio or EQ/Short Duration Bond Portfolio prior to October 1,

 

60


 

2006. No Advisory fees were paid to BlackRock Investment on behalf of EQ/BlackRock Basic Value Equity Portfolio prior to October 1, 2006. No advisory fees were paid to BlackRock International on behalf of EQ/BlackRock International Value Equity prior to October 1, 2006. No advisory fees were paid to Wentworth on behalf of the EQ/International Core PLUS Portfolio prior to May 25, 2007. No advisory fees were paid to Wellington Management on behalf of EQ/Mid Cap Value PLUS Portfolio prior to May 25, 2007. No advisory fees were paid to ICAP on behalf of EQ/Large Cap Core PLUS Portfolio prior to May 25, 2007. No advisory fees were paid to Marsico on behalf of the EQ/Large Cap Growth PLUS Portfolio prior to May 25, 2007. No advisory fees were paid to Mellon Equity on behalf of the PLUS Portfolios prior to May 25, 2007. No advisory fees were paid to T. Rowe Price on behalf of EQ/T. Rowe Price Growth Stock Portfolio prior to July 7, 2007. No advisory fees were paid to SSgA FM on behalf of the EQ/Bond Index Portfolio, EQ/International Core PLUS Portfolio, EQ/Large Cap Core PLUS Portfolio, EQ/Large Cap Growth PLUS Portfolio, EQ/Large Cap Value Index Portfolio, EQ/Mid Cap Index Portfolio, EQ/Mid Cap Value PLUS Portfolio or EQ/Quality Bond PLUS Portfolio prior to December 1, 2008.

 

** EQ/AXA Rosenberg Value Long/Short Equity Portfolio commenced operations on November 17, 2006; EQ/Davis New York Venture Portfolio, EQ/Oppenheimer Global Portfolio, EQ/Oppenheimer Main Street Opportunity Portfolio and EQ/Oppenheimer Main Street Small Cap Portfolio commenced operations on August 31, 2006; EQ/AXA Franklin Income Core Portfolio, EQ/AXA Franklin Small Cap Value Core Portfolio, EQ/AXA Mutual Shares Core Portfolio and EQ/AXA Templeton Growth Core Portfolio commenced operations on September 15, 2006. EQ/Van Kampen Real Estate Portfolio commenced operations on July 2, 2007.

 

The Manager recommends Advisers for the Portfolios (other than the Allocation Portfolio, EQ/AXA Franklin Templeton Founding Strategy Core Portfolio, EQ/International ETF Portfolio and the Crossings Allocation Portfolios) to the Trustees based upon its continuing quantitative and qualitative evaluation of each Adviser’s skills in managing assets pursuant to specific investment styles and strategies. Unlike many other mutual funds, these Portfolios are not associated with any one portfolio manager, and benefit from independent specialists selected from the investment management industry. Short-term investment performance, by itself, is not a significant factor in selecting or terminating an Adviser, and the Manager does not expect to recommend frequent changes of Advisers. The Trust has received an exemptive order from the SEC (“Multi-Manager Order”) that permits the Manager, subject to certain conditions, to enter into Advisory Agreements with Advisers approved by the Trustees, but without the requirement of shareholder approval. Pursuant to the terms of the Multi-Manager Order, the Manager is able, subject to the approval of the Trustees, but without shareholder approval, to employ new Advisers for new or existing funds, change the terms of particular Advisory Agreements or continue the employment of existing Advisers after events that under the 1940 Act and the Advisory Agreements would cause an automatic termination of the agreement. However, the Manager may not enter into an advisory agreement with an “affiliated person” of the Manager (as that term is defined in Section 2(a)(3) of the 1940 Act) (“Affiliated Adviser”), such as AllianceBernstein, unless the advisory agreement with the Affiliated Adviser, including compensation payable thereunder, is approved by the affected Portfolio’s shareholders, including, in instances in which the Advisory Agreement pertains to a newly formed Portfolio, the Portfolio’s initial shareholder. Although shareholder approval would not be required for the termination of Advisory Agreements, shareholders of a Portfolio would continue to have the right to terminate such agreements for the Portfolio at any time by a vote of a majority of outstanding voting securities of the portfolio. The Manager may be subject to certain potential conflicts of interest in connection with recommending the appointment and continued service of Advisers. As noted above, the Manager is affiliated with certain Advisers, including AllianceBernstein, L.P. and AXA Rosenberg Investment Management LLC, and therefore the Manager will benefit not only from the net management fee the Manager retains, but also from the advisory fees paid by the Manager to the affiliated Adviser. Since the Manager pays fees to the Advisers from the management fees that it earns from the Portfolios, any increase or decrease in the advisory fees negotiated with proposed or current Advisers will result in a corresponding decrease or increase, respectively, in the amount of the management fee retained by the Manager. The Manager or its

 

61


affiliates also have distribution relationships with certain Advisers or their affiliates under which the Advisers or their affiliates distribute or support the distribution of investment products issued or sold by the Manager or its affiliates (including those in which the Trust’s portfolios serve as investment options), which could financially benefit the Manager and its affiliates or provide an incentive to the Manager in selecting one Adviser over another. When recommending the appointment or continued service of an Adviser, consistent with its fiduciary duties, the Manager relies primarily on the qualitative and quantitative factors described in detail in the Prospectus. In addition, the appointment of each Adviser is subject to approval of the Trust’s Board of Trustees, including a majority of the Trust’s Independent Trustees.

 

Portfolio   Name and Control Persons of the
Sub-adviser

EQ/AllianceBernstein Common Stock

EQ/AllianceBernstein International

EQ/Large Cap Growth Index

EQ/AllianceBernstein Small Cap Growth

EQ/Large Cap Value PLUS

EQ/Equity 500 Index

EQ/Small Company Index

  AllianceBernstein, a limited partnership, is indirectly majority owned by, and therefore controlled by and affiliated with, AXA Equitable, a life insurance company.

EQ/Ariel Appreciation II

  Ariel is a majority owned subsidiary of Ariel Capital Management Holdings, Inc., an entity that is controlled by John W. Rogers, Jr.

EQ/AXA Rosenberg Value Long/Short Equity

  AXA Rosenberg is a wholly owned subsidiary of AXA Rosenberg Group LLC (“AXA Rosenberg Group”). AXA Investment Managers S. A., a French société anonyme and investment arm of AXA, a French insurance holding company that includes AXA Equitable among its subsidiaries, holds a majority interest in AXA Rosenberg Group.

EQ/Government Securities

EQ/Long Term Bond

EQ/Short Duration Bond

  BlackRock Financial is a subsidiary of BlackRock, Inc., a global investment manager. Merrill Lynch & Co., Inc. (“Merrill Lynch”), a publicly traded financial services holding company and the parent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, owns approximately 49% of BlackRock, Inc., The PNC Financial Services Group, Inc. (“PNC”), a publicly traded financial services company, owns approximately 34% and approximately 17% is held by employees and public shareholders.

EQ/BlackRock Basic Value Equity

  BlackRock Investment is a subsidiary of BlackRock, Inc., a global investment manager. Merrill Lynch & Co., Inc. (“Merrill Lynch”), a publicly traded financial services holding company and the parent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, owns approximately 49% of BlackRock, Inc., The PNC Financial Services Group, Inc. (“PNC”), a publicly traded financial services company, owns approximately 34% and approximately 17% is held by employees and public shareholders.

EQ/BlackRock International Value

  BlackRock International is a subsidiary of BlackRock, Inc., a global investment manager. Merrill Lynch & Co., Inc. (“Merrill Lynch”), a publicly traded financial services holding company and the parent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, owns approximately 49% of BlackRock, Inc., The PNC Financial Services Group, Inc. (“PNC”), a publicly traded financial services company, owns approximately 34% and approximately 17% is held by employees and public shareholders.

EQ/Boston Advisors Equity Income

  Boston Advisors is majority employee owned.
EQ/Calvert Socially Responsible   Bridgeway is a privately held Texas corporation that is majority owned by John Montgomery and his family.
    Calvert is a subsidiary of Calvert Group Ltd., which is a subsidiary of Ameritas Acacia Mutual Holding Company, an insurance and financial services provider.

EQ/Capital Guardian Growth

EQ/Capital Guardian Research

  Capital Guardian is a wholly owned subsidiary of Capital Group International, Inc., which itself is a wholly owned subsidiary of The Capital Group Companies, Inc. The Capital Group of Companies privately held and is the parent company of several other subsidiaries, all of which directly or indirectly provide management investment services.

EQ/Caywood-Scholl High Yield
Bond

  Caywood-Scholl is wholly owned by RCM US Holdings LLC (“US Holdings”). US Holdings is a Delaware limited liability company that is wholly owned by Allianz Global Investors AG (“AGI”). AGI is owned by Allianz SE, a publicly held European-based multinational insurance and financial services holding company.

EQ/Davis New York Venture

  Davis Investments, LLC, an entity controlled by Christopher C. Davis, is Davis’ sole general partner.

EQ/Evergreen Omega

  Evergreen is a registered investment adviser and a wholly owned subsidiary of Wells Fargo & Company, a publicly held financial holding company.

 

62


Portfolio   Name and Control Persons of the
Sub-adviser
EQ/Global Bond PLUS   Evergreen is a registered investment adviser and a wholly owned subsidiary of Wells Fargo & Company, a publicly held financial holding company. First International Advisors, LLC dba “Evergreen International Advisors” is an indirect, majority-owned subsidiary of Wells Fargo & Company, a publicly held financial holding company.
    BlackRock Investment is a subsidiary of BlackRock, Inc., a global investment manager. Merrill Lynch & Co., Inc. (“Merrill Lynch”), a publicly traded financial services holding company and the parent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, owns approximately 49% of BlackRock, Inc., The PNC Financial Services Group, Inc. (“PNC”), a publicly traded financial services company, owns approximately 34% and approximately 17% is held by employees and public shareholders.

EQ/AXA Franklin Small Cap Value Core

EQ/AXA Mutual Shares Core

EQ/AXA Templeton Growth Core

  Franklin Advisory, Franklin Mutual and Templeton are indirect, wholly owned subsidiaries of Franklin Resources, Inc., (“Resources”), a publicly owned company engaged in the financial services industry. Charles B. Johnson and Robert H. Johnson, Jr. are principal shareholders of Resources.
    BlackRock Investment is a subsidiary of BlackRock, Inc., a global investment manager. Merrill Lynch & Co., Inc. (“Merrill Lynch”), a publicly traded financial services holding company and the parent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, owns approximately 49% of BlackRock, Inc., The PNC Financial Services Group, Inc. (“PNC”), a publicly traded financial services company, owns approximately 34% and approximately 17% is held by employees and public shareholders.
EQ/AXA Franklin Income Core   Franklin Advisers is a wholly-owned subsidiary of Franklin Resources, Inc. (“Resources”), a publicly owned company engaged in the financial services industry. Charles B. Johnson and Robert H. Johnson, Jr. are principal shareholders of Resources.
    BlackRock Investment is a subsidiary of BlackRock, Inc., a global investment manager. Merrill Lynch & Co., Inc. (“Merrill Lynch”), a publicly traded financial services holding company and the parent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, owns approximately 49% of BlackRock, Inc., The PNC Financial Services Group, Inc. (“PNC”), a publicly traded financial services company, owns approximately 34% and approximately 17% is held by employees and public shareholders.

EQ/GAMCO Mergers and Acquisitions

EQ/GAMCO Small Company Value

  GAMCO is a wholly owned subsidiary of GAMCO Investors, Inc. (“GBL”). Mr. Mario J. Gabelli may be deemed a controlling person of GAMCO because of his controlling interest in GBL, the parent company of GAMCO, a financial services company.
EQ/JPMorgan Value Opportunities   JPMorgan is a registered investment adviser and is an indirect wholly owned subsidiary of JPMorgan Chase & Co., a publicly held bank holding company.

EQ/Lord Abbett Growth and Income

EQ/Lord Abbett Large Cap Core

EQ/Lord Abbett Mid Cap Value

  Lord Abbett is owned by its partners.
EQ/Focus PLUS   Marsico was organized in September 1997 as a registered investment adviser and is an independently-owned investment management firm. Marsico provides investment services to mutual funds and private accounts. Thomas F. Marsico is the founder and Chief Executive Officer of MCM.
    BlackRock Investment is a subsidiary of BlackRock, Inc., a global investment manager. Merrill Lynch & Co., Inc. (“Merrill Lynch”), a publicly traded financial services holding company and the parent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, owns approximately 49% of BlackRock, Inc., The PNC Financial Services Group, Inc. (“PNC”), a publicly traded financial services company, owns approximately 34% and approximately 17% is held by employees and public shareholders.
EQ/International Growth   MFS is a subsidiary of Sun Life of Canada (U.S.) Financial Services Holdings Inc., which, in turn is an indirect majority owned subsidiary of Sun Life Financial Inc., a publicly held diversified financial services organization.

EQ/Money Market

  Dreyfus is a wholly owned subsidiary of The Bank of New York Mellon Corporation, a publicly traded financial services company.
EQ/Montag & Caldwell Growth   Montag & Caldwell is a subsidiary of Fortis Bank SA/NV, which is owned by the Belgian government and majority-owned by BNP Paribas.

EQ/Oppenheimer Global

EQ/Oppenheimer Main Street Opportunity

EQ/Oppenheimer Main Street Small Cap

  Oppenheimer is wholly owned by Oppenheimer Acquisition Corp., a holding company controlled by Massachusetts Mutual Life Insurance Company, a global diversified insurance and financial services organization.
EQ/PIMCO Ultra Short Bond   PIMCO, a Delaware limited liability company, is a majority-owned subsidiary of Allianz Global Investors of America L.P., (“AGI LP”). Allianz SE is the indirect majority owner of AGI LP. Allianz SE is a publicly held European-based, multinational insurance and financial services holding company.

 

63


Portfolio   Name and Control Persons of the
Sub-adviser

EQ/Bond Index

EQ/Core Bond Index

EQ/Intermediate Government Bond Index

EQ/Mid Cap Index

EQ/Large Cap Value Index

  SSgA FM is a wholly-owned subsidiary of State Street Corporation. SSgA FM and other advisory affiliates of State Street Corporation make up State Street Global Advisors (“SSgA”), the investment management arm of State Street Corporation.
EQ/T. Rowe Price Growth Stock   T. Rowe Price is a wholly-owned subsidiary of T. Rowe Price Group, Inc., a publicly traded financial services holding company.
EQ/UBS Growth and Income   UBS Global AM is an indirect, wholly owned subsidiary of UBS AG (“UBS”), a publicly held financial services company. UBS Global AM is an indirect, wholly owned subsidiary of UBS and a member of the UBS Global Asset Management division. UBS is an internationally diversified organization headquartered in Switzerland, with operations in many areas of the financial services industry.

EQ/Van Kampen Comstock

EQ/Van Kampen Mid Cap Growth

EQ/Van Kampen Real Estate

  MSIM Inc. (which in certain instances does business as “Van Kampen”) is a direct subsidiary of Morgan Stanley, a publicly held financial services company.

EQ/Global Multi-Sector Equity

  MSIM Inc. (which in certain instances does business as “Van Kampen”) is a direct subsidiary of Morgan Stanley, a publicly held financial services company.
  BlackRock Investment is a subsidiary of BlackRock, Inc., a global investment manager. Merrill Lynch & Co., Inc. (“Merrill Lynch”), a publicly traded financial services holding company and the parent of Merrill Lynch, Pierce, Fenner & Smith Incorporated, owns approximately 49% of BlackRock, Inc., The PNC Financial Services Group, Inc. (“PNC”), a publicly traded financial services company, owns approximately 34% and approximately 17% is held by employees and public shareholders.

EQ/International Core PLUS

  Wentworth is a wholly-owned subsidiary of Laird Norton Investment Management, Inc. a financial services company.
    Hirayama Investments, LLC, is an affiliate of Wentworth and controlled by Richard K. Hirayama.
    SSgA FM is a wholly-owned subsidiary of State Street Corporation. SSgA FM and other advisory affiliates of State Street Corporation make up SSgA, the investment management arm of State Street Corporation.

EQ/Large Cap Core PLUS

  ICAP is a wholly-owned subsidiary of New York Life Investment Management, Inc., a financial services company.
    SSgA FM is a wholly-owned subsidiary of State Street Corporation. SSgA FM and other advisory affiliates of State Street Corporation make up SSgA, the investment management arm of State Street Corporation.

EQ/Large Cap Growth PLUS

  Marsico was organized in September 1997 as a registered investment adviser and is an independently-owned investment management firm. Marsico provides investment services to mutual funds and private accounts. Thomas F. Marsico is the founder and Chief Executive Officer of MCM.
    SSgA FM is a wholly-owned subsidiary of State Street Corporation. SSgA FM and other advisory affiliates of State Street Corporation make up SSgA, the investment management arm of State Street Corporation.

EQ/Mid Cap Value PLUS

  Wellington Management is a Massachusetts limited liability partnership whose sole business is investment management.
    SSgA FM is a wholly-owned subsidiary of State Street Corporation. SSgA FM and other advisory affiliates of State Street Corporation make up SSgA, the investment management arm of State Street Corporation.

EQ/Quality Bond PLUS

  AllianceBernstein, a limited partnership, is indirectly majority owned by, and therefore controlled by and affiliated with, AXA Equitable, a life insurance company.
    SSgA FM is a wholly-owned subsidiary of State Street Corporation. SSgA FM and other advisory affiliates of State Street Corporation make up SSgA, the investment management arm of State Street Corporation.

 

Information regarding the Portfolio Managers’ compensation, other accounts managed by the Portfolio Managers’ and the Portfolio Managers’ ownership of shares of the Portfolios to the extent applicable is attached in Appendix C.

 

The Manager reserves the right, subject to approval of the Trust’s Board of Trustees, to appoint more than one sub-adviser to manage the assets of each fund. When a Portfolio has more than one Adviser, the assets

 

64


of each Portfolio are allocated by the Manager among the Advisers selected for the Portfolio. Each Adviser has discretion, subject to oversight by the Trustees and the Manager, to purchase and sell portfolio assets, consistent with each Portfolio’s investment objectives, policies and restrictions and specific investment strategies developed by the Manager.

 

Generally, no Adviser provides any services to any Portfolio except asset management and related administrative and recordkeeping services. However, an Adviser or its affiliated broker-dealer may execute portfolio transactions for a Portfolio and receive brokerage commissions in connection therewith as permitted by Section 17(e) of the 1940 Act and the rules thereunder.

 

Personal Trading Policies

 

The Trust, the Manager and the Distributors each have adopted a code of ethics pursuant to Rule 17j-1 under the 1940 Act, which permits personnel covered by the rule to invest in securities that may be purchased or held by a Portfolio but prohibits fraudulent, misleading, deceptive or manipulative acts or conduct in connection with that personal investing. Each Adviser also has adopted a code of ethics under Rule 17j-1. Such codes of ethics may permit personnel covered by the rule to invest in securities that may be purchased or held by the Portfolio for which the Adviser serves as an adviser. The Codes of Ethics of the Trust, AXA Equitable, the Distributors and the Advisers have been filed as exhibits to the Trust’s Registration Statement.

 

The Administrator

 

Pursuant to an administrative agreement (“Mutual Funds Service Agreement”), AXA Equitable (“Administrator”) provides the Trust with necessary administrative services, as more fully described in the Prospectus. In addition, the Administrator makes available the office space, equipment, personnel and facilities required to provide such administrative services to the Trust. For these administrative services, in addition to the management fee, each Portfolio, except the EQ/AXA Franklin Income Core Portfolio, the EQ/AXA Franklin Small Cap Value Core Portfolio, the EQ/AXA Mutual Shares Core Portfolio, the EQ/AXA Templeton Growth Core Portfolio, the EQ/Global Multi-Sector Equity Portfolio and All Asset Allocation Portfolio, the EQ/AXA Franklin Templeton Founding Strategy Core Portfolio, the PLUS Portfolios and the Crossings Allocation Portfolios, pays AXA Equitable an annual fee of $30,000 plus its proportionate share of an asset-based administrative fee for the Trust. The Trust’s asset-based administration fee is equal to an annual rate of 0.12% of the first $3 billion of total Trust average daily net assets (excluding the Portfolios identified above), 0.11% of the next $3 billion, 0.105% of the next $4 billion, 0.10% of the next $20 billion and 0.0975% thereafter. The Crossings Allocation Portfolios, the All Asset Allocation Portfolio and EQ/AXA Franklin Templeton Founding Strategy Core Portfolio each pay a fee at an annual rate of 0.15% of the Portfolio’s average daily net assets, plus $35,000. The EQ/AXA Franklin Income Core Portfolio, the EQ/AXA Franklin Small Cap Value Core Portfolio, the EQ/AXA Mutual Shares Core Portfolio, the EQ/AXA Templeton Growth Core Portfolio, the EQ/Global Multi-Sector Equity Portfolio and each PLUS Portfolio pays AXA Equitable an annual fee of 0.15% of the Portfolio’s average daily net assets, plus $35,000 and an additional $35,000 for each portion of the Portfolio for which separate administrative services are provided ( e.g ., portions of a Portfolio allocated to separate Advisers and/or managed in a discrete style). Pursuant to a sub-administration arrangement, the Manager has contracted with JPMorgan Investors Services Co. (“JPMorgan Services”) to provide the Trust (except the EQ/AXA Rosenberg Value Long/Short Equity Portfolio) with certain administrative services, including monitoring of portfolio compliance and portfolio accounting services. Pursuant to a sub-administration arrangement with respect to the EQ/AXA Rosenberg Value Long/Short Equity Portfolio, the Manager has contracted with State Street Bank and Trust Company (“SSB&T”) to provide the Portfolio with certain administrative services, including monitoring of portfolio compliance and portfolio accounting services.

 

65


During the years ended December 31, 2006, 2007 and 2008, respectively, the Trust paid the following fees to AXA Equitable for administrative services.

 

       Administration Fee

Portfolio

  

2006

  

2007

  

2008

All Asset Allocation

   $ 839,974    $ 746,302    $                 

Crossings Aggressive Allocation*

     N/A      N/A    $  

Crossings Conservative Allocation*

     N/A      N/A    $  

Crossings Conservative-Plus Allocation*

     N/A      N/A    $  

Crossings Moderate Allocation*

     N/A      N/A    $  

Crossings Moderate-Plus Allocation*

     N/A      N/A    $  

EQ/AllianceBernstein Common Stock

   $ 7,135,510    $ 9,225,016    $  

EQ/AllianceBernstein International

   $ 2,031,142    $ 3,306,186    $  

EQ/AllianceBernstein Small Cap Growth

   $ 960,380    $ 1,317,722    $  

EQ/Ariel Appreciation II

   $ 52,009    $ 84,466    $  

EQ/AXA Franklin Income Core*

   $ 31,079    $ 619,987    $  

EQ/AXA Franklin Small Cap Value Core*

   $ 12,505    $ 212,572    $  

EQ/AXA Franklin Templeton Founding Strategy Core*

     N/A    $ 389,492    $  

EQ/AXA Mutual Shares Core*

   $ 28,238    $ 436,629    $  

EQ/AXA Rosenberg Value Long Short Equity*

   $ 23,797    $ 206,118    $  

EQ/AXA Templeton Growth Core*

   $ 20,666    $ 357,760    $  

EQ/BlackRock Basic Value Equity

   $ 2,358,598    $ 4,015,501    $  

EQ/BlackRock International Value

   $ 1,506,859    $ 2,789,261    $  

EQ/Bond Index

   $ 62,495    $ 70,293    $  

EQ/Boston Advisors Equity Income

   $ 345,440    $ 495,223    $  

EQ/Calvert Socially Responsible

   $ 88,024    $ 124,842    $  

EQ/Capital Guardian Growth

   $ 305,326    $ 484,181    $  

EQ/Capital Guardian Research

   $ 824,794    $ 1,650,220    $  

EQ/Caywood-Scholl High Yield Bond

   $ 154,648    $ 257,203    $  

EQ/Davis New York Venture*

   $ 19,864    $ 333,452    $  

EQ/Equity 500 Index

   $ 2,748,310    $ 3,856,685    $  

EQ/Evergreen Omega

   $ 169,410    $ 230,256    $  

EQ/Focus PLUS

   $ 2,440,749    $ 4,132,347    $  

EQ/GAMCO Mergers and Acquisitions

   $ 95,854    $ 188,456    $  

EQ/GAMCO Small Company Value

   $ 521,083    $ 1,019,756    $  

EQ/Global Bond PLUS

   $ 220,921    $ 609,940    $  

EQ/Global Multi-Sector Equity

   $ 1,489,700    $ 3,099,005    $  

EQ/Government Securities

   $ 101,911    $ 111,181    $                 

EQ/Intermediate Government Bond Index

   $ 586,288    $ 731,572    $  

EQ/International Core PLUS**

   $ 1,026,790    $ 2,390,856    $  

EQ/International ETF*

   $ 12,504    $ 38,985    $  

EQ/International Growth

   $ 123,675    $ 286,966    $  

EQ/JPMorgan Core Bond

   $ 1,147,566    $ 1,979,597    $  

EQ/JPMorgan Value Opportunities

   $ 493,675    $ 676,345    $  

EQ/Large Cap Growth Index

   $ 705,072    $ 778,336    $  

EQ/Large Cap Core PLUS**

   $ 276,997    $ 502,918    $  

EQ/Large Cap Growth PLUS**

   $ 683,632    $ 1,267,504    $  

EQ/Large Cap Value Index

   $ 142,448    $ 247,453    $  

EQ/Large Cap Value PLUS***

   $ 2,972,627    $ 5,775,191    $  

EQ/Long Term Bond

   $ 564,829    $ 1,046,121    $  

EQ/Lord Abbett Growth and Income

   $ 119,795    $ 274,927    $  

EQ/Lord Abbett Large Cap Core

   $ 65,801    $ 103,580    $  

 

66


       Administration Fee

Portfolio

  

2006

  

2007

  

2008

EQ/Lord Abbett Mid Cap Value

   $ 200,719    $ 435,465    $  

EQ/Mid Cap Index

   $ 1,130,311    $ 1,717,086    $  

EQ/Mid Cap Value PLUS**

   $ 1,421,293    $ 2,607,094    $  

EQ/Money Market

   $ 1,330,942    $ 1,981,800    $  

EQ/Montag & Caldwell Growth

   $ 253,078    $ 323,974    $  

EQ/Oppenheimer Global Portfolio*

   $ 16,065    $ 112,848    $  

EQ/Oppenheimer Main Street Opportunity*

   $ 15,159    $ 68,223    $  

EQ/Oppenheimer Main Street Small Cap*

   $ 15,518    $ 88,006    $  

EQ/PIMCO Ultra Short Bond

   $ 279,552    $ 706,041    $  

EQ/Quality Bond PLUS***

   $ 1,587,574    $ 2,201,579    $  

EQ/Short Duration Bond

   $ 1,302,336    $ 2,097,520    $  

EQ/Small Company Index

   $ 675,877    $ 1,097,969    $  

EQ/T. Rowe Price Growth Stock

   $ 231,268    $ 448,195    $  

EQ/UBS Growth and Income

   $ 177,434    $ 257,019    $  

EQ/Van Kampen Comstock

   $ 199,397    $ 364,551    $  

EQ/Van Kampen Mid Cap Growth

   $ 113,550    $ 273,256    $  

EQ/Van Kampen Real Estate Portfolio*

     N/A    $ 321,762    $  

 

* EQ/AXA Rosenberg Value Long/Short Equity Portfolio commenced operations on November 17, 2006; EQ/International ETF Portfolio commenced operations on August 25, 2006; EQ/Davis New York Venture Portfolio, EQ/Oppenheimer Global Portfolio, EQ/Oppenheimer Main Street Opportunity Portfolio and EQ/Oppenheimer Main Street Small Cap Portfolio commenced operations on August 31, 2006; EQ/AXA Franklin Income Core Portfolio, EQ/AXA Franklin Small Cap Value Core Portfolio, EQ/AXA Mutual Shares Core Portfolio and EQ/AXA Templeton Growth Core Portfolio commenced operations on September 15, 2006. EQ/Van Kampen Real Estate Portfolio commenced operations on July 2, 2007; and EQ/AXA Franklin Templeton Founding Strategy Core Portfolio commenced operations on April 30, 2007. The Crossings Allocation Portfolios commenced operations on January 2, 2008.

 

** Prior to May 25, 2007, the Portfolio was subject to a different administrative fee structure.

 

*** Prior to December 1, 2008, the Portfolio was subject to a different administrative fee structure.

 

The Distributors

 

The Trust has distribution agreements with AXA Advisors and AXA Distributors (each also referred to as a “Distributor,” and together “Distributors”), by which AXA Advisors and AXA Distributors serve as Distributors for the Trust’s Class IA shares and Class IB shares. AXA Advisors and AXA Distributors are each an indirect wholly owned subsidiary of AXA Equitable and the address for each is 1290 Avenue of the Americas, New York, New York 10104.

 

The Trust’s distribution agreements with respect to the Class IA shares and Class IB shares of the Portfolios (“Distribution Agreements”) have been approved by the Trust’s Board of Trustees, including a majority of the Independent Trustees (as defined below), with respect to each Portfolio. The Distribution Agreements will remain in effect from year to year provided each Distribution Agreement’s continuance is approved annually by (i) a majority of the Trustees who are not parties to such agreement or “interested persons” (as defined in the 1940 Act) of the Trust (“Independent Trustees”) and, if applicable, who have no direct or indirect financial interest in the operation of the Class IB Distribution Plan (as defined below) or any such related agreement, by a vote cast in person at a meeting called for the purpose of voting on such Agreements and (ii) either by vote of a majority of the Trustees or a majority of the outstanding voting securities (as defined in the 1940 Act) of the Trust, as applicable.

 

The Trust has adopted in the manner prescribed under Rule 12b-1 under the 1940 Act a plan of distribution pertaining to the Class IB shares of the Portfolios (“Class IB Distribution Plan”). Under the

 

67


Class IB Distribution Plan, each Portfolio is authorized to pay the Distributors an annual distribution fee of up to 0.50% of each Portfolio’s average daily net assets attributable to Class IB shares. However, under the Distribution Agreements, payments to the Distributors under the Class IB Distribution Plan are limited to an annual rate equal to 0.25% of average daily net assets of a Portfolio attributable to its Class IB shares. With respect to the Crossings Allocation Portfolios such payments are limited to 0.10% of average daily net assets of a Portfolio attributable to its Class IB shares. There is no distribution plan with respect to Class IA shares and the Portfolios pay no distribution fees with respect to those shares.

 

The Board of Trustees considered various factors in connection with its decision as to whether to approve the Class IB Distribution Plan, including: (i) the nature and causes of the circumstances which make approval or continuation of the Class IB Distribution Plan necessary and appropriate; (ii) the way in which the Class IB Distribution Plan would address those circumstances, including the nature and potential amount of expenditures; (iii) the nature of the anticipated benefits; (iv) the possible benefits of the Class IB Distribution Plan to any other person relative to those of the Trust; (v) the effect of the Class IB Distribution Plan on existing Contract owners; (vi) the merits of possible alternative plans or pricing structures; (vii) competitive conditions in the variable products industry; and (viii) the relationship of the Class IB Distribution Plan to other distribution efforts of the Trust. The Board noted that the overall distribution arrangements would (1) enable investors to choose the purchasing option best suited to their individual situation, thereby encouraging current Contract owners to make additional investments in the Portfolios and attracting new investors and assets to the Portfolios to the benefit of the Portfolios and their respective Contract owners, (2) facilitate distribution of the Portfolios’ shares and (3) maintain the competitive position of the Portfolios in relation to other Portfolios that have implemented or are seeking to implement similar distribution arrangements.

 

Based upon its review of the foregoing factors and the materials presented to it, and in light of its fiduciary duties under the 1940 Act, the Board of Trustees, including the Independent Trustees with no direct or indirect financial interest in the Class IB Distribution Plan or any related agreements, unanimously determined, in the exercise of its reasonable business judgment, that the Class IB Distribution Plan is reasonably likely to benefit the Trust and the shareholders of the Portfolios. As such, the Trustees, including such Independent Trustees, approved the Class IB Plan and its continuance.

 

Pursuant to the Class IB Distribution Plan, the Trust compensates the Distributors from assets attributable to the Class IB shares for services rendered and expenses borne in connection with activities primarily intended to result in the sale of that class of shares. Generally, the 12b-1 fees are paid to the Distributors on a monthly basis. A portion of the amounts received by the Distributors will be used to defray various costs incurred or paid by the Distributors in connection with the printing and mailing of Trust prospectuses, statements of additional information, and any supplements thereto and shareholder reports, and holding seminars and sales meetings with wholesale and retail sales personnel designed to promote the distribution of Class IB shares. The Distributors may also use a portion of the amounts received to provide compensation to financial intermediaries and third-party broker-dealers for their services in connection with the distribution of Class IB shares.

 

The Class IB Distribution Plan is of a type known as a “compensation” plan because payments are made for services rendered to the Trust with respect to a class of shares regardless of the level of expenditures by the Distributors. The Trustees, however, take into account such expenditures for purposes of reviewing operations under the Class IB Distribution Plan and in connection with their annual consideration of the Class IB Distribution Plan’s renewal. The Distributors’ expenditures include, without limitation: (a) the printing and mailing of Trust prospectuses, statements of additional information, any supplements thereto and shareholder reports for prospective Contract owners with respect to the Class IB shares of the Trust; (b) those relating to the development, preparation, printing and mailing of advertisements, sales literature and other promotional materials describing and/or relating to the Class IB shares of the Trust; (c) holding seminars and sales meetings designed to promote the distribution of Trust Class IB shares; (d) obtaining information and providing explanations to wholesale and retail distributors of Contracts regarding Trust investment objectives and policies and other information about the Trust and its Portfolios, including the

 

68


performance of the Portfolios; (e) training sales personnel regarding the Class IB shares of the Trust; and (f) financing any other activity that the Distributors determine is primarily intended to result in the sale of Class IB shares.

 

AXA Equitable and the Distributors may use their respective past profits or other resources to pay for expenses incurred in connection with providing services intended to result in the sale of shares of the Trust and/or support services that benefit Contract owners, including payments of significant amounts made to intermediaries that provide those services. These services may include sales personnel training, prospectus review, marketing and related services. The Distributors also may receive payments from Advisers of the Trust’s Portfolios, which may include Underlying Portfolios in which the Portfolios invest, and/or their affiliates to help defray expenses for sales meetings, seminar sponsorships and similar expenses that may relate to the contracts and/or the Advisers’ respective Portfolios.

 

The Distributors pay all fees and expenses in connection with their respective qualification and registration as a broker or dealer under federal and state laws. In the capacity of agent, each Distributor currently offers shares of each Portfolio on a continuous basis to the separate accounts of insurance companies offering the Contracts in all states in which the Portfolio or the Trust may from time to time be registered or where permitted by applicable law. AXA Advisors also serves as the Distributor for shares of the Trust to the Equitable Plan. Each Distribution Agreement provides that the Distributors shall accept orders for shares at net asset value without sales commissions or loads being charged. The Distributors have made no firm commitment to acquire shares of any Portfolio.

 

The Class IB Distribution Plan and any Rule 12b-1 related agreement that is entered into by the Trust with the Distributors of the Class IB shares in connection with the Class IB Distribution Plan will continue in effect for a period of more than one year only so long as such continuance is specifically approved at least annually by a vote of a majority of the Trust’s Board of Trustees, and a majority of the Independent Trustees, with no direct or indirect financial interest in the operation of the Class IB Distribution Plan or Rule 12b-1 related agreement, cast in person at a meeting called for the purpose of voting on such Plan or agreement. In addition, annual continuance of the Distribution Agreements must be approved by the Trust’s Board of Trustees or a majority of outstanding voting securities (as defined in the 1940 Act), and a majority of Independent Trustees, by a vote cast in person at a meeting called for the purpose of voting on the Distribution Plan Agreements, as applicable. In addition, the Class IB Distribution Plan and any Rule 12b-1 related agreement may be terminated as to Class IB shares of a Portfolio at any time, without penalty, by vote of a majority of the outstanding Class IB shares of the Portfolio or by vote of a majority of the Independent Trustees, with no direct or indirect financial interest in the operation of the Class IB Distribution Plan or Rule 12b-1 related agreement. The Class IB Distribution Plan also provides that it may not be amended to increase materially the amount (up to 0.50% of Class IB average daily net assets annually) that may be spent for distribution of Class IB shares of any Portfolio without the approval of Class IB shareholders of that Portfolio.

 

The table below shows the amount paid by each Portfolio to each of the Distributors pursuant to the Distribution Plan for the year ended December 31, 2008.

 

Portfolio

  

Distribution Fee
Paid to AXA
Advisors

  

Distribution Fee
Paid to AXA
Distributors

  

Total
Distribution Fees

All Asset Allocation

   $                     $                     $                 

Crossings Aggressive Allocation*

   $      $      $  

Crossings Conservative Allocation*

   $      $      $  

Crossings Conservative-Plus Allocation*

   $      $      $  

Crossings Moderate Allocation*

   $      $      $  

Crossings Moderate-Plus Allocation*

   $      $      $  

EQ/AllianceBernstein Common Stock

   $      $      $  

EQ/AllianceBernstein Intermediate Government Securities

   $      $      $  

 

69


Portfolio

  

Distribution Fee
Paid to AXA
Advisors

  

Distribution Fee
Paid to AXA
Distributors

  

Total
Distribution Fees

EQ/AllianceBernstein International

   $      $      $  

EQ/AllianceBernstein Small Cap Growth

   $      $      $  

EQ/Ariel Appreciation II

   $      $      $  

EQ/AXA Franklin Income Core

   $      $      $  

EQ/AXA Franklin Small Cap Value Core

   $      $      $  

EQ/AXA Franklin Templeton Founding Strategy Core

   $      $      $  

EQ/AXA Mutual Shares Core

   $      $      $  

EQ/AXA Rosenberg Value Long Short Equity

   $      $      $  

EQ/AXA Templeton Growth Core

   $      $      $  

EQ/BlackRock Basic Value Equity

   $      $      $  

EQ/BlackRock International Value

   $      $      $  

EQ/Bond Index

   $      $      $  

EQ/Boston Advisors Equity Income

   $      $      $  

EQ/Calvert Socially Responsible

   $      $      $  

EQ/Capital Guardian Growth

   $      $      $  

EQ/Capital Guardian Research

   $      $      $  

EQ/Caywood-Scholl High Yield Bond

   $      $      $  

EQ/Davis New York Venture*

   $      $      $  

EQ/Equity 500 Index

   $      $      $  

EQ/Evergreen Omega

   $      $      $  

EQ/Focus PLUS

   $      $      $  

EQ/GAMCO Mergers and Acquisitions

   $      $      $  

EQ/GAMCO Small Company Value

   $      $      $  

EQ/Global Bond PLUS

   $      $      $  

EQ/Global Multi-Sector Equity

   $      $      $  

EQ/Government Securities

   $      $      $  

EQ/International Core PLUS

   $      $      $  

EQ/International ETF

   $      $      $  

EQ/International Growth

   $      $      $  

EQ/JPMorgan Core Bond

   $      $      $  

EQ/JPMorgan Value Opportunities

   $      $      $  

EQ/Large Cap Core PLUS

   $      $      $  

EQ/Large Cap Growth Index

   $      $      $  

EQ/Large Cap Growth PLUS

   $      $      $  

EQ/Large Cap Value Index

   $      $      $  

EQ/Large Cap Value PLUS

   $      $      $  

EQ/Long Term Bond

   $                     $                     $                 

EQ/Lord Abbett Growth and Income

   $      $      $  

EQ/Lord Abbett Large Cap Core

   $      $      $  

EQ/Lord Abbett Mid Cap Value

   $      $      $  

EQ/Mid Cap Index

   $      $      $  

EQ/Mid Cap Value PLUS

   $      $      $  

EQ/Money Market

   $      $      $  

EQ/Montag & Caldwell Growth

   $      $      $  

EQ/Oppenheimer Global

   $      $      $  

EQ/Oppenheimer Main Street Opportunity

   $      $      $  

EQ/Oppenheimer Main Street Small Cap

   $      $      $  

EQ/PIMCO Ultra Short Bond

   $      $      $  

EQ/Quality Bond PLUS

   $      $      $  

 

70


Portfolio

  

Distribution Fee
Paid to AXA
Advisors

  

Distribution Fee
Paid to AXA
Distributors

  

Total
Distribution Fees

EQ/Short Duration Bond

   $                     $      $  

EQ/Small Company Index

   $      $      $  

EQ/T. Rowe Price Growth Stock

   $      $      $  

EQ/UBS Growth and Income

   $      $      $  

EQ/Van Kampen Comstock

   $      $      $  

EQ/Van Kampen Mid Cap Growth

   $      $      $  

EQ/Van Kampen Real Estate

   $      $      $  

 

* The Crossings Allocations Portfolios commenced operations on January 2, 2008.

 

BROKERAGE ALLOCATION AND OTHER STRATEGIES

 

Brokerage Commissions

 

The Portfolios of the Trust are charged for securities brokers’ commissions, transfer taxes and similar fees relating to securities transactions. The Manager and the Advisers of the Portfolios, as appropriate, seek to obtain the best net price and execution on all orders placed for the Portfolios, considering all the circumstances except to the extent they may be permitted to pay higher commissions as described below.

 

Investment company securities (including securities of the Underlying Portfolios, but not including securities of the Underlying ETFs) generally are purchased directly from the issuer. It is expected that other securities will ordinarily be purchased in the primary markets, whether over the counter or listed, and that listed securities may be purchased in the over the counter market if that market is deemed the primary market.

 

Transactions on stock exchanges involve the payment of brokerage commissions. In transactions on stock exchanges in the United States, these commissions are negotiated, whereas on many foreign stock exchanges these commissions are fixed. However, brokerage commission rates in certain countries in which the Portfolios may invest may be discounted for certain large domestic and foreign investors such as the Portfolios. A number of foreign banks and brokers may be used for execution of each Portfolio’s portfolio transactions. In the case of securities traded in the foreign and domestic over-the-counter markets, there is generally no stated commission, but the price usually includes an undisclosed commission or mark-up. In underwritten offerings, the price generally includes a disclosed fixed commission or discount.

 

The Manager and Advisers of the Portfolios may, as appropriate, in the allocation of brokerage business, take into consideration research and other brokerage services provided by brokers and dealers to the Manager or Advisers. The research services include economic, market, industry and company research material.

 

The Board of Trustees has approved a Statement of Directed Brokerage Policies and Procedures for the Trust pursuant to which the Trust may direct the Manager or Advisers, as appropriate, to effect securities transactions through broker-dealers in a manner that would help to generate resources to 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 a management agreement (“Directed Brokerage”). The Trustees review the levels of Directed Brokerage for each Portfolio on a quarterly basis.

 

Commissions charged by brokers that provide research services may be somewhat higher than commissions charged by brokers that do not provide research services. As permitted by Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”) and by policies adopted by the Trustees, the Manager and Advisers, as appropriate, may cause the Trust to pay a broker-dealer that provides brokerage and research services to the Manager and Advisers an amount of commission for effecting a securities transaction for the Trust in excess of the commission another broker-dealer would have charged for effecting that transaction. To obtain the benefit of Section 28(e), the Manager or the relevant Adviser must make a good faith determination that the commissions paid are reasonable in relation to the value of the brokerage and

 

71


research services provided viewed in terms of either that particular transaction or its overall responsibilities with respect to the accounts as to which it exercises investment discretion and that the services provided by a broker provide the Manager or the Adviser with lawful and appropriate assistance in the performance of its investment decision-making responsibilities. Accordingly, the price to a Portfolio in any transaction may be less favorable than that available from another broker-dealer if the difference is reasonably justified by other aspects of the portfolio execution services offered.

 

Certain Advisers may also receive research or research credits from brokers which are generated from underwriting commissions when purchasing new issues of fixed income securities or other assets for a Portfolio in underwritten fixed price offerings. In these situations, the underwriter or selling group member may provide an Adviser with research in addition to selling the securities (at the fixed public offering price) to the Portfolio. Because the offerings are conducted at a fixed price, the ability to obtain research from a broker-dealer in this situation provides knowledge that may benefit the Portfolio, Adviser’s other clients and the Adviser without incurring additional costs. These arrangements may not fall within the safe harbor of Section 28(e) of the 1934 Act because the broker-dealer is considered to be acting in a principal capacity in underwritten transactions. However, the Financial Industry Regulatory Authority (formerly, the National Association of Securities Dealers, Inc.) has adopted rules expressly permitting broker-dealers to provide bona fide research to advisers in connection with fixed price offerings under certain circumstances.

 

The overall reasonableness of commissions paid will be evaluated by rating brokers on such general factors as execution capabilities, quality of research (that is, quantity and quality of information provided, diversity of sources utilized, nature and frequency of communication, professional experience, analytical ability and professional stature of the broker) and financial standing, as well as the net results of specific transactions, taking into account such factors as price, promptness, confidentiality, size of order and difficulty of execution. The research services obtained will, in general, be used by the Manager and Advisers, as appropriate, for the benefit of all accounts for which the responsible party makes investment decisions. As such, research services paid for with the Portfolios’ brokerage commissions may not benefit the Portfolios, while research services paid for with the brokerage commissions of other clients may benefit the Portfolios. The receipt of research services from brokers will tend to reduce the Manager’s and Advisers’ expenses in managing the Portfolios.

 

During the years ended December 31, 2006, 2007 and 2008, respectively, the Portfolios paid the amounts indicated in brokerage commissions:

 

       Brokerage Commissions Paid†

Portfolio

  

2006

  

2007

  

2008

All Asset Allocation

     N/A      N/A    $                 

Crossings Aggressive Allocation*

     N/A      N/A    $  

Crossings Conservative Allocation*

     N/A      N/A    $  

Crossings Conservative-PLUS Allocation*

     N/A      N/A    $  

Crossings Moderate Allocation*

     N/A      N/A    $  

Crossings Moderate-PLUS Allocation*

     N/A      N/A    $  

EQ/AllianceBernstein Common Stock

   $ 10,409,223    $ 6,067,707    $  

EQ/AllianceBernstein Intermediate Government Securities

     N/A      N/A    $  

EQ/AllianceBernstein International

   $ 4,316,913    $ 3,479,799    $  

EQ/AllianceBernstein Small Cap Growth

   $ 2,058,987    $ 1,974,477    $  

EQ/Ariel Appreciation II

   $ 47,456    $ 51,891    $  

EQ/AXA Franklin Income Core

   $ 27,124    $ 354,942    $  

EQ/AXA Franklin Small Cap Value Core

   $ 4,353    $ 140,303    $  

EQ/AXA Franklin Templeton Founding Strategy Core

     N/A      N/A    $  

EQ/AXA Mutual Shares Core

   $ 86,522    $ 460,825    $  

EQ/AXA Rosenberg Value Long Short Equity

   $ 26,855    $ 418,926    $  

EQ/AXA Templeton Growth Core

   $ 34,789    $ 396,986    $  

EQ/BlackRock Basic Value Equity

   $ 3,149,099    $ 5,398,750    $  

 

72


       Brokerage Commissions Paid†

Portfolio

  

2006

  

2007

  

2008

EQ/BlackRock International Value

   $ 2,890,072    $ 6,450,762    $  

EQ/Bond Index

   $ 644      N/A    $  

EQ/Boston Advisors Equity Income

   $ 410,467    $ 492,567    $  

EQ/Calvert Socially Responsible

   $ 26,876    $ 23,169    $  

EQ/Capital Guardian Growth

   $ 232,081    $ 256,121    $  

EQ/Capital Guardian Research

   $ 568,940    $ 998,788    $  

EQ/Caywood-Scholl High Yield

     N/A      N/A    $  

EQ/Davis New York Venture

   $ 30,226    $ 321,031    $  

EQ/Equity 500 Index

   $ 172,383    $ 110,480    $  

EQ/Evergreen Omega

   $ 280,093    $ 70,166    $  

EQ/Focus PLUS

   $ 2,965,427    $ 3,563,469    $  

EQ/GAMCO Mergers and Acquisitions

   $ 235,965    $ 342,743    $  

EQ/GAMCO Small Company Value

   $ 364,275    $ 1,344,830    $  

EQ/Global Bond PLUS

     N/A      N/A    $  

EQ/Global Multi-Sector Equity

   $ 5,889,612    $ 12,807,895    $  

EQ/Government Securities

     N/A      N/A    $  

EQ/International Core PLUS

   $ 849,578    $ 224,534    $  

EQ/International ETF

   $ 5,832    $ 8,035    $  

EQ/International Growth

   $ 351,812    $ 553,125    $  

EQ/JPMorgan Core Bond

   $ 695,698    $ 655,313    $  

EQ/JPMorgan Value Opportunities

   $ 970,907    $ 882,561    $  

EQ/Large Cap Core PLUS

   $ 213,943    $ 107,786    $  

EQ/Large Cap Growth Index

   $ 1,283,091    $ 824,814    $  

EQ/Large Cap Growth PLUS

   $ 2,360,770    $ 223,913    $  

EQ/Large Cap Value Index

   $ 139,951    $ 89,207    $  

EQ/Large Cap Value PLUS

   $ 1,050,678    $ 5,769,122    $  

EQ/Long Term Bond

     N/A      N/A    $  

EQ/Lord Abbett Growth and Income

   $ 76,882    $ 186,871    $  

EQ/Lord Abbett Large Cap Core

   $ 24,726    $ 31,961    $  

EQ/Lord Abbett Mid Cap Value

   $ 144,474    $ 209,768    $  

EQ/Mid Cap Index

   $ 3,958,914    $ 3,024,157    $  

EQ/Mid Cap Value PLUS

   $ 2,120,921    $ 607,540    $  

EQ/Money Market

     N/A      N/A    $                 

EQ/Montag & Caldwell Growth

   $ 331,213    $ 291,661    $  

EQ/Oppenheimer Global Portfolio

   $ 11,690    $ 81,017    $                 

EQ/Oppenheimer Main Street Opportunity

   $ 10,714    $ 63,319    $  

EQ/Oppenheimer Main Street Small Cap

   $ 33,675    $ 156,911    $  

EQ/PIMCO Ultra Short Bond

   $ 25,602    $ 87,510    $  

EQ/Quality Bond PLUS

     N/A      N/A    $  

EQ/Short Duration Bond

     N/A      N/A    $  

EQ/Small Company Index

   $ 492,220    $ 461,335    $  

EQ/T. Rowe Price Growth Stock

   $ 240,416    $ 1,291,875    $  

EQ/UBS Growth and Income

   $ 149,479    $ 124,583    $  

EQ/Van Kampen Comstock

   $ 127,268    $ 114,560    $  

EQ/Van Kampen Mid Cap Growth

   $ 146,542    $ 323,219    $  

EQ/Van Kampen Real Estate

     N/A    $ 211,917    $  

 

Brokerage commissions may vary significantly from year to year due to a variety of factors, including the type of investments selected by the sub-adviser(s), changes in transaction costs and market conditions.

 

* The Crossings Allocation Portfolios commenced operations on January 2, 2008.

 

73


Brokerage Transactions with Affiliates

 

To the extent permitted by law and in accordance with procedures established by the Trust’s Board of Trustees, the Trust may engage in brokerage transactions with brokers that are affiliates of the Manager or its affiliates, including Sanford C. Bernstein & Co., LLC (“Bernstein”), or Advisers, with brokers who are affiliates of such brokers, or with unaffiliated brokers who trade or clear through affiliates of the Manager or the Advisers. The 1940 Act generally prohibits the Trust from engaging in principal securities transactions with brokers that are affiliates of the Manager and Advisers or affiliates of such brokers, unless pursuant to an exemption from the SEC. The Trust relies on exemptive relief from the SEC that permits mutual funds managed by the Manager and advised by multiple advisers to engage in principal and brokerage transactions with a broker dealer affiliated with an Adviser to the same Portfolio. The Trust has adopted procedures, prescribed by the 1940 Act and the rules thereunder, which are reasonably designed to provide that any commissions or other remuneration it pays to brokers that are affiliates of the Manager and brokers that are affiliates of an Adviser to a Portfolio for which that Adviser provides investment advice do not exceed the usual and customary broker’s commission. The Trust will adhere to the requirements under the 1934 Act governing floor trading. Also, pursuant to certain securities law limitations, the Trust will limit purchases of securities in a public offering, if such securities are underwritten by brokers that are affiliates of the Manager and Advisers or their affiliates.

 

During the years ended December 31, 2006, 2007 and 2008, respectively, the following Portfolios paid the amounts indicated to the affiliated broker-dealers of the Manager or the Distributors or affiliates of the Advisers to each Portfolio.

 

CALENDAR YEAR ENDED DECEMBER 31, 2006

 

Portfolio

 

Affiliated Broker-Dealer

  Aggregate
Brokerage
Commissions
Paid†
  Percentage
of Total
Brokerage
Commissions
  Percentage of
Transactions
(Based On
Dollar Amounts)

EQ/AllianceBernstein Common Stock

 

Sanford C. Bernstein

  $ 307,483   2.95%   1.16%

EQ/AllianceBernstein Small Cap Growth

 

Sanford C. Bernstein

  $ 5,758   0.28%   0.08%

EQ/AXA Mutual Shares Core*

 

Sanford C. Bernstein

  $ 547   0.63%   0.07%

EQ/AXA Templeton Growth Core*

 

Sanford C. Bernstein

  $ 227   0.65%   0.06%

EQ/BlackRock Basic Value Equity

 

Merrill Lynch

  $ 531,179   16.87%   5.43%
 

Sanford C. Bernstein

  $ 3,595   0.11%   0.05%

EQ/BlackRock International Value

 

Merrill Lynch

  $ 55,569   1.92%   1.29%

EQ/Davis New York Venture*

 

Sanford C. Bernstein

  $ 1,561   5.17%   0.63%

EQ/GAMCO Mergers & Acquisitions

 

Gabelli & Company

  $ 72,420   30.69%   11.87%

EQ/GAMCO Small Company Value

 

Gabelli & Company

  $ 153,743   42.21%   9.33%

EQ/Global Multi-Sector Equity

 

Morgan Stanley

  $ 21,792   0.37%   0.24%

EQ/JPMorgan Value Opportunities

 

Sanford C. Bernstein

  $ 2,165   0.22%   0.05%

EQ/Large Cap Growth Index

 

Sanford C. Bernstein

  $ 9,500   0.74%   0.44%

EQ/Large Cap Value Index

 

Sanford C. Bernstein

  $ 600   0.43%   0.10%

EQ/Lord Abbett Large Cap Core

 

Sanford C. Bernstein

  $ 475   1.92%   1.26%

EQ/Lord Abbett Mid Cap Value

 

Sanford C. Bernstein

  $ 12   0.01%   0.00%

EQ/Mid Cap Index

 

Sanford C. Bernstein

  $ 1,210   0.03%   0.09%

EQ/Mid Cap Value PLUS

 

Sanford C. Bernstein

  $ 180   0.01%   0.01%

EQ/Montag & Caldwell Growth

 

Sanford C. Bernstein

  $ 10,068   3.04%   2.19%

 

74


Portfolio

 

Affiliated Broker-Dealer

  Aggregate
Brokerage
Commissions
Paid†
  Percentage
of Total
Brokerage
Commissions
  Percentage of
Transactions
(Based On
Dollar Amounts)

EQ/Oppenheimer Global*

 

Sanford C. Bernstein

  $ 110   0.94%   0.14%

EQ/Oppenheimer Main Street Opportunity*

 

Sanford C. Bernstein

  $ 132   1.23%   0.72%

EQ/Oppenheimer Main Street Small Cap*

 

Sanford C. Bernstein

  $ 205   0.61%   0.70%

EQ/UBS Growth & Income

 

Sanford C. Bernstein

  $ 249   0.17%   0.31%
 

UBS

  $ 1,671   1.12%   0.45%

EQ/Van Kampen Comstock

 

Morgan Stanley

  $ 97   0.08%   0.00%

EQ/Van Kampen Mid Cap Growth

 

Morgan Stanley

  $ 36   0.02%   0.01%
 

Sanford C. Bernstein

  $ 2,165   1.48%   0.43%

 

Brokerage commissions may vary significantly from year to year due to a variety of factors, including the type of investments selected by the sub-adviser(s), changes in transaction costs and market conditions.

 

* EQ/Davis New York Venture Portfolio, EQ/Oppenheimer Global Portfolio, EQ/Oppenheimer Main Street Opportunity Portfolio and EQ/Oppenheimer Main Street Small Cap Portfolio commenced operations on August 31, 2006; EQ/AXA Mutual Shares Core Portfolio and EQ/AXA Templeton Growth Core Portfolio commenced operations on September 15, 2006.

 

CALENDAR YEAR ENDED DECEMBER 31, 2007

 

Portfolio

  

Affiliated Broker-Dealer

  Aggregate
Brokerage
Commissions
Paid†
  Percentage
of Total
Brokerage
Commissions
  Percentage of
Transactions
(Based On
Dollar Amounts)

EQ/AllianceBernstein Common Stock

  

Sanford C. Bernstein

  $ 86,653   1.43%   0.06%

EQ/AllianceBernstein International

  

Exane SA

  $ 6,802   0.20%   0.16%

EQ/AllianceBernstein Small Cap Growth

  

Sanford C. Bernstein

  $ 3,700   0.19%   0.04%

EQ/AXA Mutual Shares Core Portfolio

  

Sanford C. Bernstein

  $ 13,730   2.98%   0.13%
  

Exane SA

  $ 2,425   0.53%   0.02%

EQ/AXA Templeton Growth Core Portfolio

  

Sanford C. Bernstein

  $ 5,970   1.50%   0.07%

EQ/BlackRock Basic Value

  

Merrill Lynch

  $ 664,654   12.31%   9.26%
  

Sanford C. Bernstein

  $ 144,477   2.68%   1.71%

EQ/BlackRock International Value

  

Merrill Lynch

  $ 29,123   0.45%   0.42%

EQ/Davis New York Venture Portfolio

  

Sanford C. Bernstein

  $ 12,532   3.90%   0.57%

EQ/Focus PLUS

  

Sanford C. Bernstein

  $ 7,784   0.22%   0.13%

EQ/GAMCO Mergers and Acquisitions

  

Gabelli & Co. Inc.

  $ 250,419   73.06%   20.21%

EQ/GAMCO Small Company Value

  

Gabelli

  $ 652,620   48.53%   15.15%
  

Exane SA

  $ 433   0.03%   0.01%

 

75


Portfolio

  

Affiliated Broker-Dealer

  Aggregate
Brokerage
Commissions
Paid†
  Percentage
of Total
Brokerage
Commissions
  Percentage of
Transactions
(Based On
Dollar Amounts)

EQ/Global Multi-Sector Equity

  

Morgan Stanley

  $ 898   0.01%   0.01%
  

BNP Paribas

  $ 56,905   0.44%   0.35%
  

Sanford C. Bernstein

  $ 9,108   0.07%   0.26%

EQ/International Growth

  

Exane SA

  $ 1,813   0.33%   0.05%

EQ/JPMorgan Value Opportunities

  

Sanford C. Bernstein

  $ 980   0.11%   0.01%

EQ/Large Cap Core PLUS

  

Sanford C. Bernstein

  $ 1,884   1.75%   0.83%

EQ/Large Cap Growth Index

  

Sanford C. Bernstein

  $ 6,440   0.78%   0.28%

EQ/Lord Abbett Growth & Income

  

Sanford C. Bernstein

  $ 63   0.03%   0.02%

EQ/Mid Cap Index

  

Exane SA

  $ 23,178   0.77%   0.28%

EQ/Mid Cap Value PLUS

  

Sanford C. Bernstein

  $ 6,684   1.10%   0.21%

EQ/Montag & Caldwell Growth

  

Sanford C. Bernstein

  $ 9,634   3.30%   2.20%

EQ/Oppenheimer Global Portfolio

  

Sanford C. Bernstein

  $ 2,428   3.00%   0.07%

EQ/Oppenheimer Main Street Opportunity Portfolio

  

Sanford C. Bernstein

  $ 1,205   1.90%   1.23%

EQ/Oppenheimer Main Street Small Cap Portfolio

  

Sanford C. Bernstein

  $ 910   0.58%   0.55%

EQ/T. Rowe Price Growth Stock

  

Exane SA

  $ 612   0.05%   0.03%
  

Sanford C. Bernstein

  $ 227   0.02%   0.02%
  

Cowen & Co., LLC

  $ 218   0.02%   0.23%

EQ/UBS Growth and Income

  

Sanford C. Bernstein

  $ 275   0.22%   0.75%
  

UBS

  $ 1,618   1.30%   1.13%

EQ/Van Kampen Comstock

  

Morgan Stanley

  $ 1,550   1.35%   0.03%
  

Sanford C. Bernstein

  $ 348   0.30%   0.02%

EQ/Van Kampen Mid Cap Growth

  

Morgan Stanley

  $ 10,015   3.10%   0.91%
  

Sanford C. Bernstein

  $ 1,680   0.52%   0.55%

 

Brokerage commissions may vary significantly from year to year due to a variety of factors, including the type of investments selected by the sub-adviser(s), changes in transaction costs and market conditions.

 

CALENDAR YEAR ENDED DECEMBER 31, 2008

 

Portfolio

  

Affiliated Broker-Dealer

  Aggregate
Brokerage
Commissions
Paid†
  Percentage
of Total
Brokerage
Commissions
  Percentage of
Transactions
(Based On
Dollar Amounts)

EQ/AllianceBernstein Common Stock

     $                            %           %

EQ/AllianceBernstein International

     $     %   %

EQ/AllianceBernstein Small Cap Growth

     $     %   %

 

76


Portfolio

  

Affiliated Broker-Dealer

  Aggregate
Brokerage
Commissions
Paid†
  Percentage
of Total
Brokerage
Commissions
  Percentage of
Transactions
(Based On
Dollar Amounts)

EQ/AXA Mutual Shares Core Portfolio

     $     %   %
     $     %   %

EQ/AXA Templeton Growth Core Portfolio

     $     %   %

EQ/BlackRock Basic Value

     $     %   %
     $     %   %

EQ/BlackRock International Value

     $     %   %

EQ/Davis New York Venture Portfolio

     $     %   %

EQ/Focus PLUS

     $     %   %

EQ/GAMCO Mergers and Acquisitions

     $     %   %

EQ/GAMCO Small Company Value

     $     %   %
     $     %   %

EQ/Global Multi-Sector Equity

     $                            %               %
     $     %   %
     $     %   %

EQ/International Growth

     $     %   %

EQ/JPMorgan Value Opportunities

     $     %   %

EQ/Large Cap Core PLUS

     $     %   %

EQ/Large Cap Growth Index

     $     %   %

EQ/Lord Abbett Growth & Income

     $     %   %

EQ/Mid Cap Index

     $     %   %

EQ/Mid Cap Value PLUS

     $     %   %

EQ/Montag & Caldwell Growth

     $     %   %

EQ/Oppenheimer Global Portfolio

     $     %   %

EQ/Oppenheimer Main Street Opportunity Portfolio

     $     %   %

EQ/Oppenheimer Main Street Small Cap Portfolio

     $     %   %

EQ/T. Rowe Price Growth Stock

     $     %   %
     $     %   %
     $     %   %

 

77


Portfolio

  

Affiliated Broker-Dealer

  Aggregate
Brokerage
Commissions
Paid†
  Percentage
of Total
Brokerage
Commissions
  Percentage of
Transactions
(Based On
Dollar Amounts)

EQ/UBS Growth and Income

     $     %   %
     $     %   %

EQ/Van Kampen Comstock

     $     %   %
     $     %   %

EQ/Van Kampen Mid Cap Growth

     $     %   %
     $     %   %

 

Brokerage commissions may vary significantly from year to year due to a variety of factors, including the type of investments selected by the sub-adviser(s), changes in transaction costs and market conditions.

 

Brokerage Transactions Relating to Research Services

 

For the fiscal year ended December 31, 2008, the following Portfolios of the Trust directed the following amount of portfolio transactions to broker-dealers that provided research services, for which the Portfolios of the Trust paid the brokerage commissions indicated:

 

Portfolio

  

Transaction
Amount

   Related Brokerage
Commission Paid

EQ/AllianceBernstein Common Stock

   $                         $                     

EQ/AllianceBernstein International

   $      $  

EQ/AllianceBernstein Small Cap Growth

   $      $  

EQ/Ariel Appreciation II

   $      $  

EQ/AXA Franklin Income Core

   $      $  

EQ/AXA Franklin Small Cap Value Core

   $      $  

EQ/AXA Mutual Shares Core

   $      $  

EQ/AXA Rosenberg Value Long/Short Equity

   $      $  

EQ/AXA Templeton Growth Core

   $      $  

EQ/BlackRock Basic Value Equity

   $      $  

EQ/Boston Advisors Equity Income

   $      $  

EQ/Capital Guardian Growth Portfolio††

   $      $  

EQ/Capital Guardian Research††

   $      $  

EQ/Evergreen Omega

   $      $  

EQ/Focus PLUS

   $      $  

EQ/Global Multi-Sector Equity

   $      $  

EQ/International Core PLUS

   $      $  

EQ/JPMorgan Opportunities

   $      $  

EQ/Large Cap Core PLUS

   $      $  

EQ/Large Cap Growth

   $      $  

EQ/Large Cap Growth PLUS

   $                         $                     

EQ/Large Cap Value Index

   $      $  

EQ/Large Cap Value PLUS

   $      $  

EQ/Mid Cap Index†

   $      $  

EQ/Mid Cap Value PLUS

   $      $  

EQ/Montag and Caldwell Growth

   $      $  

EQ/Oppenheimer Global

   $      $  

EQ/Oppenheimer Main Street Opportunity

   $      $  

EQ/Oppenheimer Main Street Small Cap

   $      $  

EQ/UBS Growth and Income

   $      $  

 

78


Portfolio

  

Transaction
Amount

   Related Brokerage
Commission Paid

EQ/Van Kampen Comstock

   $                         $  

EQ/Van Kampen Mid Cap Growth

   $      $  

 

Amounts include total transactions for all trades.

 

†† Amounts include all trades. Research is not separated.

 

Investments in Regular Broker-dealers

 

As of December 31, 2008, the Portfolios owned securities issued by their regular brokers or dealers (or by their parents) as follows:

 

Portfolio

 

Broker or Dealer
(or Parent Company)

 

Type of Security†

 

Value
(000)

All Asset Allocation

      $             

Crossings Aggressive Allocation

      $  

Crossings Conservative Allocation

      $  

Crossings Conservative-PLUS Allocation

      $  

Crossings Moderate Allocation

      $  

Crossings Moderate-PLUS Allocation

      $  

EQ/AllianceBernstein Common Stock

      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/AllianceBernstein Intermediate Government Securities

      $             
      $  
      $  
      $  
      $  
      $  
      $  
      $  

 

79


Portfolio

 

Broker or Dealer
(or Parent Company)

 

Type of Security†

 

Value
(000)

EQ/AllianceBernstein International

      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/AllianceBernstein Small Cap Growth

      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/Ariel Appreciation II

      $  
      $  
      $  

EQ/AXA Franklin Income Core

      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/AXA Franklin Small Cap Value Core

      $  
      $  

EQ/AXA Franklin Templeton Founding Strategy Core

      $  

EQ/AXA Mutual Shares Core

      $  
      $             

EQ/AXA Rosenberg Value Long/Short Equity

      $  

EQ/AXA Templeton Growth Core

      $  
      $  
      $  
      $  
      $  

 

80


Portfolio

 

Broker or Dealer
(or Parent Company)

 

Type of Security†

 

Value
(000)

EQ/BlackRock Basic Value Equity

      $             
      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/BlackRock International Value

      $  
      $  
      $  
      $  
      $  
      $  

EQ/Bond Index

      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/Boston Advisors Equity Income

      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/Calvert Socially Responsible

      $  
      $  
      $  
      $  
      $  

EQ/Capital Guardian Growth

      $  
      $  
      $  
      $  
      $  

EQ/Capital Guardian Research

      $             
      $  
      $  
      $  
      $  
      $  
      $  
      $  

 

81


Portfolio

 

Broker or Dealer
(or Parent Company)

 

Type of Security†

 

Value
(000)

EQ/Caywood-Scholl High Yield Bond

      $  
      $  
      $  
      $  
      $  

EQ/Davis New York Venture

      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/Equity 500 Index

      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/Evergreen Omega

      $  
      $  
      $  

EQ/Focus PLUS

      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/GAMCO Mergers & Acquisition

      $  
      $  
      $  
      $  

EQ/GAMCO Small Company Value

      $             
      $  
      $  
      $  

EQ/Global Bond PLUS

      $  
      $  
      $  

 

82


Portfolio

 

Broker or Dealer
(or Parent Company)

 

Type of Security†

 

Value
(000)

EQ/Global Multi-Sector Equity

      $  
      $  
      $  
      $  

EQ/Government Securities

      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/International Core PLUS

      $  
      $  
      $  
      $  
      $  
      $  

EQ/International ETF

      $  

EQ/International Growth

      $  
      $  
      $  
      $  
      $  

EQ/JPMorgan Core Bond

      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/JPMorgan Value Opportunities

      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/Large Cap Core PLUS

      $             
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  

 

83


Portfolio

 

Broker or Dealer
(or Parent Company)

 

Type of Security†

 

Value
(000)

EQ/Large Cap Growth Index

      $  
      $  
      $  
      $  

EQ/Large Cap Growth PLUS

      $  
      $  
      $  
      $  
      $  
      $  

EQ/Large Cap Value Index

      $  
      $  
      $  
      $  
      $  
      $  

EQ/Large Cap Value PLUS

      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/Long Term Bond

      $             
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/Lord Abbett Growth & Income

      $  
      $  
      $  
      $  
      $  
      $  
      $  

 

84


Portfolio

 

Broker or Dealer
(or Parent Company)

 

Type of Security†

 

Value
(000)

EQ/Lord Abbett Large Cap Core

      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/Lord Abbett Mid Cap Value

      $  
      $  
      $  

EQ/Mid Cap Index

      $             
      $  
      $  
      $  
      $  
      $  
      $  

EQ/Mid Cap Value PLUS

      $  
      $  
      $  
      $  
      $  

EQ/Money Market

      $  
      $  
      $  
      $  
      $  
      $  

EQ/Montag & Caldwell Growth

      $  
      $  

EQ/Oppenheimer Global

      $  
      $  
      $  
      $  

EQ/Oppenheimer Main Street Opportunity

      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/Oppenheimer Main Street Small Cap

      $  
      $  

 

85


Portfolio

 

Broker or Dealer
(or Parent Company)

 

Type of Security†

 

Value
(000)

EQ/PIMCO Ultra Short Bond

      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/Quality Bond PLUS

      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/Short-Duration Bond

      $  
      $  
      $  
      $  
      $  
      $  
      $  

EQ/Small Company Index

      $  
      $  
      $  
      $  
      $  

EQ/T. Rowe Price Growth Stock

      $             
      $  
      $  
      $  

EQ/UBS Growth & Income

      $  
      $  
      $  
      $  
      $  
      $  

EQ/Van Kampen Comstock

      $  
      $  
      $  
      $  
      $  
      $  
      $  

 

86


Portfolio

 

Broker or Dealer
(or Parent Company)

 

Type of Security†

 

Value
(000)

EQ/Van Kampen Mid Cap Growth

      $             
      $  
      $  

EQ/Van Kampen Real Estate Portfolio

      $  

 

D = Debt, E = Equity

 

PROXY VOTING POLICIES AND PROCEDURES

 

Pursuant to the Trust’s Proxy Voting Policies and Procedures, the Trust has delegated the proxy voting responsibilities with respect to each Portfolio to the Manager as its investment manager. Because the Manager views proxy voting as a function that is incidental and integral to portfolio management, it has in turn delegated the proxy voting responsibilities with respect to each Portfolio, except the Allocation Portfolio, EQ/International ETF Portfolio, EQ/AXA Franklin Templeton Founding Strategy Core Portfolio, the Crossings Allocation Portfolios, and the ETF allocated portion of the PLUS Portfolios, to the applicable Advisers. The primary focus of the Trust’s proxy voting procedures as they relate to the sub- advised portfolios, therefore, is to seek to ensure that the Advisers have adequate proxy voting policies and procedures in place and to monitor each Adviser’s proxy voting. A description of the proxy voting policies and procedures that each Adviser uses to determine how to vote proxies relating to the Portfolio’s portfolio securities are included in Appendix D to this SAI. With respect to the Allocation Portfolio, EQ/International ETF Portfolio, EQ/AXA Franklin Templeton Founding Strategy Core Portfolio and the ETF allocated portion of the PLUS Portfolios, to the extent a proxy proposal is presented with respect to an Underlying Portfolio or Underlying ETF, whether or not the proposal would present an issue as to which AXA Equitable, the Distributors or their affiliates could be deemed to have a conflict of interest, AXA Equitable will vote shares held by the Allocation Portfolio, EQ/International ETF Portfolio, EQ/Franklin Templeton Founding Strategy Core Portfolio and the ETF allocated portion of the PLUS Portfolios it manages either for or against approval of the proposal, or as an abstention, in the same proportion as the shares for which the Underlying Portfolio’s or Underlying ETF’s other shareholders have voted. Information regarding how the Portfolios voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available (1) on the Trust’s proxy voting information website at http://www.axaonline.com (go to “About Us”: and click on “Proxy Voting Records” and (2) on the SEC’s website at http://www.sec.gov.

 

PURCHASE AND PRICING OF SHARES

 

The Trust will offer and sell its shares for cash or securities based on each Portfolio’s net asset value per share, which will be determined in the manner set forth below. Shares of a Portfolio will be issued to a shareholder upon receipt of consideration.

 

The net asset value of the shares of each class of each Portfolio will be determined once daily, immediately after the declaration of dividends, if any, at the close of business on each business day as defined below. The net asset value per share of each class of a Portfolio will be computed by dividing the sum of the investments held by that Portfolio applicable to that class plus any cash or other assets, minus all liabilities, by the total number of outstanding shares of that class of the Portfolio at such time. All expenses borne by the Trust and each of its Classes will be accrued daily.

 

The net asset value per share of each Portfolio will be determined and computed as follows, in accordance with generally accepted accounting principles and consistent with the 1940 Act:

 

   

The assets belonging to each Portfolio will include (i) all consideration received by the Trust for the issue or sale of shares of that particular Portfolio, together with all assets in which such consideration is invested or reinvested, (ii) all income, earnings, profits, and proceeds thereof,

 

87


 

including any proceeds derived from the sale, exchange or liquidation of such assets, (iii) any funds or payments derived from any reinvestment of such proceeds in whatever form the same may be, and (iv) “General Items,” if any, allocated to that Portfolio. “General Items” include any assets, income, earnings, profits, and proceeds thereof, funds, or payments which are not readily identifiable as belonging to any particular Portfolio. General Items will be allocated as the Trust’s Board of Trustees considers fair and equitable.

 

   

The liabilities belonging to each Portfolio will include (i) the liabilities of the Trust in respect of that Portfolio, (ii) all expenses, costs, changes and reserves attributable to that Portfolio, and (iii) any general liabilities, expenses, costs, charges or reserves of the Trust which are not readily identifiable as belonging to any particular Portfolio which have been allocated as the Trust’s Board of Trustees considers fair and equitable.

 

The value of each Portfolio will be determined at the close of business on each “business day.” Normally, this would be at the close of regular trading on the New York Stock Exchange (“NYSE”) on days the NYSE is open for trading. This is normally 4:00 p.m. Eastern Time. The NYSE is closed on New Year’s Day (observed), Martin Luther King, Jr. Day, Washington’s Birthday (observed), Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas.

 

Values are determined according to accepted accounting practices and all laws and regulations that apply. The assets of each Portfolio and Underlying Portfolio, are valued as follows:

 

   

Stocks listed on national securities exchanges (including securities issued by ETFs) are valued at the last sale price or official closing price, or, if there is no sale or official closing price, at the latest available bid price. Securities listed on the Nasdaq Stock Market will be valued using the Nasdaq Official Closing Price (“NOCP”). Generally, the NOCP will be the last sale price unless the reported trade for the security is outside the range of the bid/ask price. In such cases, the NOCP will be normalized to the nearer of the bid or ask price. Other unlisted stocks are valued at their last sale price or official closing price or, if there is no reported sale during the day or official closing price, at a bid price estimated by a broker.

 

   

Foreign securities not traded directly, or in ADRs or similar form, in the U.S. are valued at most recent sales or bid price from the primary exchange in the currency of the country of origin. Foreign currency is converted into U.S. dollar equivalent at current exchange rates. Because foreign securities sometimes trade on days when a Portfolio’s shares are not priced, the value of the Portfolio’s investment that includes such securities may change on days when shares of the Portfolio cannot be purchased or redeemed.

 

   

U.S. Treasury securities and other obligations issued or guaranteed by the U.S. Government, its agencies or instrumentalities, are valued at representative quoted prices.

 

   

Long-term corporate bonds may be valued on the basis of prices provided by a pricing service when such prices are believed to reflect the fair market value of such securities. The prices provided by a pricing service take into account many factors, including institutional size, trading in similar groups of securities and any developments related to specific securities. However, when such prices are not available, such bonds are valued at a bid price estimated by a broker.

 

   

Short-term debt securities (including money market securities) that mature in 60 days or less are valued at amortized cost, which approximates market value. Short-term debt securities that mature in more than 60 days are valued at representative quoted prices. All securities held in the EQ/Money Market Portfolio are valued at amortized cost.

 

   

Convertible preferred stocks listed on national securities exchanges or included on the Nasdaq Stock Market are valued as of their last sale price or, if there is no sale, at the latest available bid price.

 

   

Convertible bonds, and unlisted convertible preferred stocks, are valued at bid prices obtained from one or more of the major dealers in such bonds or stocks. Where there is a discrepancy between dealers, values may be adjusted based on recent premium spreads to the underlying

 

88


 

common stocks. Convertible bonds may be matrix-priced based upon the conversion value to the underlying common stocks and market premiums.

 

   

Mortgage-backed and asset-backed securities are valued at prices obtained from a bond pricing service where available, or at a bid price obtained from one or more of the major dealers in such securities. If a quoted price is unavailable, an equivalent yield or yield spread quotes will be obtained from a broker and converted to a price.

 

   

Options are valued at their last sales price or, if not available, previous day’s sales price. If the bid price is higher or the asked price is lower than the last sale price, the higher bid or lower asked price may be used. Options not traded on an exchange or actively traded are valued according to fair value methods. The market value of a put or call option will usually reflect, among other factors, the market price of the underlying security.

 

   

Futures contracts are valued at their last sale price or, if there is no sale, at the latest available bid price.

 

   

Forward foreign exchange contracts are valued by interpolating between the forward and spot currency notes as quoted by a pricing service as of a designated hour on the valuation date.

 

   

Shares of the Underlying Portfolios held by the Allocation Portfolio and the EQ/Franklin Templeton Founding Strategy Portfolio, as well as shares of open end mutual funds (other than ETFs) held by an Underlying Portfolio, will be valued at the net asset value of the shares of such funds as described in the funds’ prospectuses.

 

   

Other securities and assets for which market quotations are not readily available or for which valuation cannot be provided are valued in good faith under the direction of the applicable Board of Trustees. For example, a security whose trading has been halted during the trading day may be fair valued based on the available information at the time of the close of trading market.

 

The EQ/Money Market Portfolio seeks to maintain a constant net asset value per share of $1.00, but there can be no assurance that the EQ/Money Market Portfolio will be able to do so.

 

Events or circumstances affecting the values of portfolio securities that occur between the closing of their principal markets and the time the net asset value is determined, such as foreign securities trading on foreign exchanges that may close before the time the net asset value is determined, may be reflected in the Trust’s calculations of net asset values for each applicable Portfolio when the Trust deems that the event or circumstance would materially affect such Portfolio’s net asset value. Such events or circumstances may be company specific, such as an earning report, country or region specific, such as a natural disaster, or global in nature. Such events or circumstances also may include price movements in the U.S. securities markets.

 

The effect of fair value pricing as described above is that securities may not be priced on the basis of quotations from the primary market in which they are traded, but rather may be priced by another method that the Trust’s Board of Trustees believes reflects fair value. As such, fair value pricing is based on subjective judgments and it is possible that the fair value may differ materially from the value realized on a sale. This policy is intended to assure that the Portfolio’s net asset value fairly reflects security values as of the time of pricing. Also, fair valuation of a Portfolio’s securities can serve to reduce arbitrage opportunities available to short-term traders, but there is no assurance that fair value pricing policies will prevent dilution of the Portfolio’s net asset value by those traders.

 

When the Trust writes a call option, an amount equal to the premium received by the Trust is included in the Trust’s financial statements as an asset and an equivalent liability. The amount of the liability is subsequently marked-to-market to reflect the current market value of the option written. When an option expires on its stipulated expiration date or the Trust enters into a closing purchase or sale transaction, the Trust realizes a gain (or loss) without regard to any unrealized gain or loss on the underlying security, and the liability related to such option is extinguished. When an option is exercised, the Trust realizes a gain or loss from the sale of the underlying security, and the proceeds of sale are increased by the premium originally received, or reduced by the price paid for the option.

 

89


The Manager and Advisers may, from time to time, under the general supervision of the Board of Trustees or its valuation committee, utilize the services of one or more pricing services available in valuing the assets of the Trust. In addition, there may be occasions when a different pricing provider or methodology is used. The Manager and Advisers will continuously monitor the performance of these services.

 

TAXATION

 

Each Portfolio is treated for federal tax purposes as a separate corporation. The Trust intends that each Portfolio will continue to qualify each taxable year to be treated as a regulated investment company under Subchapter M of Chapter 1 of the Code (“RIC”). By doing so, the Portfolio will be relieved of federal income tax on the part of its investment company taxable income (consisting generally of net investment income, the excess, if any, of net short-term capital gain over net long-term capital loss, and net gains and losses from certain foreign currency transactions, if any, all determined without regard to any deduction for dividends paid) and net capital gain (the excess of net long-term capital gain over net short-term capital loss) that it distributes to its shareholders. Such qualification does not involve supervision of management or investment practices or policies by any governmental agency or bureau.

 

To continue to qualify for treatment as a RIC, a Portfolio must distribute annually to its shareholders at least 90% of its investment company taxable income (“Distribution Requirement”) and must meet several additional requirements. With respect to each Portfolio, these requirements include the following: (1) the Portfolio must derive at least 90% of its gross income each taxable year from (a) dividends, interest, payments with respect to securities loans and gains from the sale or other disposition of securities or foreign currencies, or other income (including gains from options, futures or forward contracts) derived with respect to its business of investing in securities or those currencies, and (b) net income from an interest in a “qualified publicly traded partnership” (“QPTP”), defined below (“Income Requirement”); and (2) at the close of each quarter of the Portfolio’s taxable year, (a) at least 50% of the value of its total assets must be represented by cash and cash items, government securities, securities of other RICs (collectively, “Qualifying Assets”) and other securities, with these other securities limited, in respect of any one issuer, to an amount that does not exceed 5% of the value of the Portfolio’s total assets and that does not represent more than 10% of the issuer’s outstanding voting securities (equity securities of QPTPs being considered voting securities for these purposes), and (b) not more than 25% of the value of its total assets may be invested in (i) the securities (other than government securities or securities of other RICs) of any one issuer, (ii) the securities (other than securities of other RICs) of two or more issuers the Portfolio controls that are determined to be engaged in the same, similar or related trades or businesses, or (iii) the securities of one or more QPTPs (collectively, “Subchapter M Diversification Requirements”). For purposes of the Income Requirement, gross income is determined without regard to losses from the sale or other dispositions of stock, securities or those currencies. A QPTP is defined as a publicly traded partnership (generally, a partnership the interests in which are “traded on an established securities market” or are “readily tradable on a secondary market (or the substantial equivalent thereof)”) other than a partnership at least 90% of the gross income of which consists of dividends, interest, and other qualifying income for a RIC.

 

If a Portfolio failed to qualify for treatment as a RIC for any taxable year, (1) it would be taxed as an ordinary corporation on its taxable income for that year without being able to deduct the distributions it makes to its shareholders, (2) each insurance company separate account invested in the Portfolio would fail to satisfy the diversification requirements described in the following paragraphs, with the result that the Contracts supported by that account would no longer be eligible for tax deferral, and (3) all distributions out of the Portfolio’s earnings and profits, including distributions of net capital gain, would be taxable to its shareholders as dividends ( i.e. , ordinary income, except that, for individual shareholders, the part thereof that is “qualified dividend income” would be subject to federal income tax at the rate for net capital gain  — a maximum of 15%); those dividends would be eligible for the dividends-received deduction available to corporations under certain circumstances. In addition, the Portfolio could be required to recognize unrealized gains, pay substantial taxes and interest and make substantial distributions before requalifying for RIC treatment.

 

90


Subchapter L of the Code requires that each separate account in which Contract premiums are invested be “adequately diversified” (as described in the next paragraph). If a Portfolio satisfies certain requirements regarding the types of shareholders it has and the availability of its shares, which each Portfolio intends to continue to do, then such a separate account will be able to “look through” that Portfolio, and in effect treat the Portfolio’s assets as the account’s assets, for purposes of determining whether the account is diversified. Moreover, if an Underlying Portfolio (each of which is treated as a RIC) in which the Allocation Portfolio or the EQ/Franklin Templeton Founding Strategy Portfolio or a Crossings Allocation Portfolio invests also satisfies those requirements, a separate account investing in that Portfolio will effectively treat the Underlying Portfolio’s assets as its own for those purposes. The same treatment will not apply, however, with respect to any Underlying ETF (each of which is expected also to be treated as a RIC) in which the EQ/International ETF Portfolio invests, which instead will be treated for those purposes as a single investment.

 

Because the Trust is used to fund Contracts, each Portfolio must meet the diversification requirements imposed by Subchapter L on insurance company separate accounts (which are in addition to the Subchapter M Diversification Requirements) or those Contracts will fail to qualify as life insurance policies or annuity contracts. In general, for a Portfolio to meet the diversification requirements of Subchapter L, Treasury regulations require that no more than 55% of the total value of its assets may be represented by any one investment, no more than 70% by any two investments, no more than 80% by any three investments and no more than 90% by any four investments. Generally, all securities of the same issuer are treated as a single investment. Furthermore, the Code provides that each U.S. Government agency or instrumentality is treated as a separate issuer. Subchapter L provides, as a safe harbor, that a separate account will be treated as being adequately diversified if the Subchapter M Diversification Requirements are satisfied and no more than 55% of the value of the account’s total assets are Qualifying Assets. Compliance with the regulations is tested on the last day of each calendar year quarter. For each Portfolio that has satisfied those requirements for the first quarter of the first taxable year in which it seeks to qualify as a RIC, there is a 30-day period after the end of each quarter in which to cure any non-compliance.

 

Many technical rules govern the computation of a Portfolio’s, Underlying Portfolio’s or Underlying ETF’s investment company taxable income and net capital gain. For example, dividends are generally treated as received on the ex-dividend date. Also, certain foreign currency losses and capital losses arising after October 31 of a given year may be treated as if they arise on the first day of the next taxable year.

 

A Portfolio that invests in foreign securities or currencies may be subject to foreign taxes that could reduce its investment performance.

 

Each Portfolio may invest in the stock of PFICs if that stock is a permissible investment. A PFIC is any foreign corporation (with certain exceptions) that, in general, meets either of the following tests: (1) at least 75% of its gross income each taxable year is passive or (2) an average of at least 50% of its assets produce, or are held for the production of, passive income. Under certain circumstances, a Portfolio will be subject to federal income tax on a portion of any “excess distribution” received on the stock of a PFIC or of any gain from disposition of that stock (collectively “PFIC income”), plus interest thereon, even if the portfolio distributes the PFIC income as a dividend to its shareholders. The balance of the PFIC income will be included in the Portfolio’s investment company taxable income and, accordingly, will not be taxable to it to the extent it distributes that income to its shareholders.

 

If a Portfolio invests in a PFIC and elects to treat the PFIC as a “qualified electing fund” (“QEF”), then in lieu of the foregoing tax and interest obligation, the Portfolio will be required to include in income each year its pro rata share of the QEF’s annual ordinary earnings and net capital gain (which it may have to distribute to satisfy the Distribution Requirement), even if the QEF does not distribute those earnings and gain to the Portfolio. In most instances it will be very difficult, if not impossible, to make this election because of certain of its requirements.

 

Each Portfolio may elect to “mark to market” its stock in any PFIC. “Marking-to-market,” in this context, means including in gross income each taxable year (and treating as ordinary income) the excess, if any, of

 

91


the fair market value of a PFIC’s stock over a Portfolio’s adjusted basis therein as of the end of that year. Pursuant to the election, a Portfolio also would be allowed to deduct (as an ordinary, not a capital, loss) the excess, if any, of its adjusted basis in PFIC stock over the fair value thereof as of the taxable year-end, but only to the extent of any net mark-to-market gains with respect to that stock the Portfolio included in income for prior taxable years under the election. A Portfolio’s adjusted basis in each PFIC’s stock with respect to which it has made this election will be adjusted to reflect the amounts of income included and deductions taken thereunder.

 

OTHER INFORMATION

 

Delaware Statutory Trust.     The Trust is an entity of the type commonly known as a Delaware statutory trust. Although Delaware law statutorily limits the potential liabilities of a Delaware statutory trust’s shareholders to the same extent as it limits the potential liabilities of a Delaware corporation, shareholders of a Portfolio could, under certain conflicts of laws jurisprudence in various states, be held personally liable for the obligations of the Trust or a Portfolio. However, the trust instrument of the Trust disclaims shareholder liability for acts or obligations of the Trust or its series (the Portfolios) and requires that notice of such disclaimer be given in each written obligation made or issued by the trustees or by any officers or officer by or on behalf of the Trust, a series, the trustees or any of them in connection with the Trust. The trust instrument provides for indemnification from a Portfolio’s property for all losses and expenses of any Portfolio shareholder held personally liable for the obligations of the Portfolio. Thus, the risk of a shareholder’s incurring financial loss on account of shareholder liability is limited to circumstances in which a Portfolio itself would be unable to meet its obligations, a possibility that AXA Equitable believes is remote and not material. Upon payment of any liability incurred by a shareholder solely by reason of being or having been a shareholder of a Portfolio, the shareholder paying such liability will be entitled to reimbursement from the general assets of the Portfolio. The Trustees intend to conduct the operations of the Portfolios in such a way as to avoid, as far as possible, ultimate liability of the shareholders for liabilities of the Portfolios.

 

Classes of Shares.     Each portfolio consists of Class IA shares and Class IB shares. A share of each class of a Portfolio represents an identical interest in that Portfolio’s investment portfolio and has the same rights, privileges and preferences. However, each class may differ with respect to sales charges, if any, distribution and/or service fees, if any, other expenses allocable exclusively to each class, voting rights on matters exclusively affecting that class, and its exchange privilege, if any. The different sales charges and other expenses applicable to the different classes of shares of the Portfolios will affect the performance of those classes. Each share of a Portfolio is entitled to participate equally in dividends, other distributions and the proceeds of any liquidation of that Portfolio. However, due to the differing expenses of the classes, dividends and liquidation proceeds on Class IA and Class IB shares will differ.

 

Voting Rights.     Shareholders of each Portfolio are entitled to one vote for each full share held and fractional votes for fractional shares held. Voting rights are not cumulative and, as a result, the holders of more than 50% of all the shares of the Portfolios as a group may elect all of the Trustees of the Trust. The shares of each series of the Trust will be voted separately, except when an aggregate vote of all the series of the Trust is required by law. In accordance with current laws, it is anticipated that an insurance company issuing a Contract that participates in a Portfolio will request voting instructions from Contract owners and will vote shares or other voting interests in the insurance company’s separate account in proportion to the voting instructions received. The Board of Trustees may, without shareholder approval unless such approval is required by applicable law, cause any one or more series or classes of the Trust to merge or consolidate with or into one or more other series or classes of the Trust, one or more other trusts, partnerships or corporations.

 

Shareholder Meetings.     The Trust does not hold annual meetings. Shareholders of record of no less than two-thirds of the outstanding shares of the Trust may remove a Trustee through a declaration in writing or by vote cast in person or by proxy at a meeting called for that purpose. A meeting will be called to vote on the removal of a Trustee at the written request of holders of 10% of the outstanding shares of the Trust.

 

92


Class-Specific Expenses.     Each Portfolio may determine to allocate certain of its expenses (in addition to service and distribution fees) to the specific classes of its shares to which those expenses are attributable.

 

OTHER SERVICES

 

Independent Registered Public Accounting Firm

 

PricewaterhouseCoopers LLP (“PwC”), 300 Madison Avenue, New York, New York 10017, serves as the Trust’s independent registered public accounting firm. PwC is responsible for auditing the annual financial statements of the Trust.

 

Custodian

 

JPMorgan Chase Bank (“Chase”), 4 Chase MetroTech Center, Brooklyn, New York 11245 serves as custodian of the Trust’s portfolio securities and other assets. Under the terms of the custody agreement between the Trust and Chase, Chase maintains cash, securities and other assets of the Portfolios, except the EQ/AXA Rosenberg Value Long/Short Equity Portfolio. Chase is also required, upon the order of the Trust, to deliver securities held by Chase, and to make payments for securities purchased by the Trust. Chase has also entered into sub-custodian agreements with a number of foreign banks and clearing agencies, pursuant to which portfolio securities purchased outside the United States are maintained in the custody of these entities.

 

Custodial Trust Company (“CTC”), 101 Carnegie Center Princeton, New Jersey 08540-6231, serves as custodian of the Trust’s EQ/AXA Rosenberg Value Long/Short Equity Portfolio’s securities and other assets. Under the terms of the custody agreement between the Trust and CTC, CTC maintains cash, securities and other assets of the Portfolio. CTC is also required, upon the order of the Trust, to deliver securities held by CTC, and to make payments for securities purchased by the Portfolio.

 

Transfer Agent

 

AXA Equitable serves as the transfer agent and dividend disbursing agent for the Trust. AXA Equitable receives no additional compensation for providing such services for the Trust.

 

Counsel

 

K&L Gates LLP, 1601 K Street, N.W., Washington, D.C. 20006-1600, serves as counsel to the Trust.

 

Sullivan & Worcester, LLP, 1666 K Street, N.W., Suite 700, Washington, D.C. 20006, serves as counsel to the Independent Trustees of the Trust.

 

FINANCIAL STATEMENTS

 

The audited financial statements for the period ended December 31, 2008, including the financial highlights, appearing in the Trust’s Annual Report to Shareholders, filed electronically with the SEC on March     , 2009 (File No. 811-07953), are incorporated by reference and made a part of this document.

 

93


APPENDIX A

 

EQ ADVISORS TRUST

INVESTMENT STRATEGIES SUMMARY

 

Portfolio

  Asset-
backed
Securities
  Bonds   Borrowings
(emergencies,
redemptions)
  Borrowings
(leveraging
purposes)
  Convertible
Securities
  Credit &
Liquidity
Enhancements
  Floaters (A)   Inverse
Floaters (A)
  Brady
Bonds (B)
  Depositary
Receipts (B)
  Dollar
Rolls
  Equity
Securities
  Eurodollar
& Yankee
Dollar
Obligations
  Event-
Linked
Bonds
  Foreign
Currency
Spot
Trans.
  Foreign
Currency
Forward
Trans.
  Foreign
Currency
Futures
Trans. (A)

EQ/AllianceBernstein Common Stock

  Y   Y   Y   N   Y   Y   Y   Y   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/AllianceBernstein International

  Y   Y   Y   N   Y   Y   Y   Y   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/AllianceBernstein Small Cap Growth

  Y   Y   Y   N   Y   Y   Y   Y   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Ariel Appreciation II

  Y   Y   Y-10%   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/AXA Franklin Income Core

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   Y   Y   Y   Y   Y   Y   Y

EQ/AXA Franklin Small Cap Value Core

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/AXA Mutual Shares Core

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   Y   Y   Y   N   Y   Y   Y

EQ/AXA Rosenberg Value Long/Short Equity

  Y   Y   Y   Y   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/AXA Templeton Growth Core

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/BlackRock Basic Value Equity

  Y   Y   Y   N   Y   Y   Y   N   Y   Y-10.0%   N   Y   Y   N   Y   Y   Y

EQ/BlackRock International Value

  Y   Y   Y-10.0%   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Bond Index

  Y   Y   Y   N   Y   Y   Y   N   Y   N   Y   N   Y   N   Y   Y   Y

EQ/Boston Advisors Equity Income

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Calvert Socially Responsible

  Y   Y   Y   N   Y   Y   Y   Y   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Capital Guardian Growth

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Capital Guardian Research

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Caywood-Scholl High-Yield Bond

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   Y   Y   Y   Y   Y   Y   Y

EQ/Core Bond Index

  Y   Y   Y-30.0%   N   Y   Y   Y   N   Y   Y   Y   Y   Y   Y   Y   Y   Y

EQ/Davis New York Venture

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Equity 500 Index

  Y   Y   Y   N   Y   Y   Y   Y   Y   Y   N   Y   Y   N   N   Y   Y

EQ/Evergreen Omega

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Focus PLUS

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/GAMCO Mergers and Acquisitions

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/GAMCO Small Company Value

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Global Bond PLUS

  Y   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y

EQ/Global Multi-Sector Equity

  Y   Y   Y   N   Y   Y   Y   Y   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Government Securities

  Y   Y   Y   N   N   Y   Y   Y   Y   N   Y   N   Y   Y   N   N   N

EQ/Intermediate Government Bond Index

  Y   Y   Y   N   N   Y   Y   Y   Y   N   Y   N   Y   Y   Y   Y   Y

 

A-1


Portfolio

  Asset-
backed
Securities
  Bonds   Borrowings
(emergencies,
redemptions)
  Borrowings
(leveraging
purposes)
  Convertible
Securities
  Credit &
Liquidity
Enhancements
  Floaters (A)   Inverse
Floaters (A)
  Brady
Bonds (B)
  Depositary
Receipts (B)
  Dollar
Rolls
  Equity
Securities
  Eurodollar
& Yankee
Dollar
Obligations
  Event-
Linked
Bonds
  Foreign
Currency
Spot
Trans.
  Foreign
Currency
Forward
Trans.
  Foreign
Currency
Futures
Trans. (A)

EQ/International Core PLUS

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/International ETF

  Y   Y   Y   N   N   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/International Growth

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/JPMorgan Value Opportunities

  Y   Y   Y-10.0%   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Large Cap Core PLUS

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Large Cap Growth Index

  Y   Y   Y-5.0%   N   Y-20.0%   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Large Cap Growth PLUS

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Large Cap Value Index

  Y   Y   Y   Y   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Large Cap Value PLUS

  Y   Y   Y-10.0%   Y-33.3%   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Long Term Bond

  Y   Y   Y   N   Y   Y   Y   Y   Y   N   Y   Y   Y   Y   Y   Y   Y

EQ/Lord Abbett Growth & Income

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Lord Abbett Large Cap Core

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Lord Abbett Mid Cap Value

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Mid Cap Index

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Mid Cap Value PLUS

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Money Market

  Y   Y   Y   N   N   Y   Y   N   Y   N   N   N   Y   N   Y   Y   Y

EQ/Montag & Caldwell Growth

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Oppenheimer Global

  Y   Y   Y   N   Y   Y   Y   Y   Y   Y   Y   Y   Y   N   Y   Y   Y

EQ/Oppenheimer Main Street Opportunity

  Y   Y   Y   N   Y   Y   Y   Y   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Oppenheimer Main Street Small Cap

  Y   Y   Y   N   Y   Y   Y   Y   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Quality Bond PLUS

  Y   Y   Y   N   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y

EQ/Short Duration Bond

  Y   Y   Y   N   Y   Y   Y   Y   Y   Y   Y   Y   Y   N   Y   Y   Y

EQ/Small Company Index

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/T. Rowe Price Growth Stock

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/UBS Growth and Income

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/PIMCO Ultra Short Bond

  Y   Y   Y   Y   Y   Y   Y   Y   Y   Y   N   Y   Y   Y   Y   Y   Y

EQ/Van Kampen Comstock

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Van Kampen Mid Cap Growth

  Y   Y   Y   N   Y   Y   Y   N   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Van Kampen Real Estate

  N   Y   Y   N   Y   Y   Y   N   N   Y   N   Y   N   N   Y   Y   Y

 

(A) Considered a derivative security; not intended to include short-term floating rate securities that reset to par.
(B) Considered a foreign security.
(C) Written options must be “covered.”
(D) Certain mortgages are considered derivatives.
(E) May not exceed 15% for temporary or emergency purposes, including to meet redemptions (otherwise such borrowings may not exceed 5% of total assets).

 

A-2


EQ ADVISORS TRUST

INVESTMENT STRATEGIES SUMMARY (Continued)

 

Portfolio

  Foreign
Options
(OTC)
  Foreign Currency   Emerging
Markets
Securities
  Forward
Commitments
when-Issued
and Delayed
Delivery
Securities
  Hybrid
Instruments (A)
  Illiquid
Securities
  Investment
Company
Securities
  Exchange-
Traded
Funds
(ETFs)
  Investment
Grade
Securities
  Below
Inv.

Grade
Fixed
Income
  Loan
Participations
and
Assignments
  Mortgage
Backed or
Related (D)
  Direct
Mortgages
  Municipal
Securities
  Security
Futures
Trans. (A)
  Security
Options
Trans. (C)
    (Written,
call
options)
  Foreign
Securities
                           

EQ/AllianceBernstein Common Stock

  Y   Y   Y   Y   Y   Y   Y-15%   Y   Y   Y   Y   Y   Y   N   N   Y   Y

EQ/AllianceBernstein International

  Y   Y   Y   Y   Y   Y   Y-15%   Y   Y   Y   N   Y   Y   N   N   Y   Y

EQ/AllianceBernstein Small Cap Growth

  Y   Y   Y-20%   Y   Y   Y   Y-15%   Y   Y   Y   N   Y   Y   N   N   Y   Y

EQ/Ariel Appreciation II

  Y   Y   Y   Y   Y   Y   Y-10%   Y   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/AXA Franklin Income Core

  Y   Y   Y   Y   Y   Y   Y-15%   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y

EQ/AXA Franklin Small Cap Value Core

  Y   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   Y   N   Y   N   N   Y   Y

EQ/AXA Mutual Shares Core

  Y   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   Y   Y   Y   N   N   Y   Y

EQ/AXA Rosenberg Value Long/Short Equity

  Y   N   Y   Y   N   N   Y-15%   Y   Y   Y   N   N   Y   N   N   Y   Y

EQ/AXA Templeton Growth Core

  Y   Y   Y   Y   N   N   Y-15%   Y   Y   Y   Y   N   Y   N   N   Y   Y

EQ/BlackRock Basic Value Equity

  N   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   N   N   Y   N   N   Y   Y

EQ/BlackRock International Value

  Y   Y   Y   Y   Y   Y   Y-15%   Y   Y   Y   Y   N   Y   N   N   Y   Y

EQ/Bond Index

  Y   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   N   N   Y   N   N   Y   Y

EQ/Boston Advisors Equity Income

  Y   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   Y   N   Y   N   N   Y   Y

EQ/Calvert Socially Responsible

  Y   Y   Y-25%   Y   Y   Y   Y-15%   Y   Y   Y   Y   N   Y   N   Y   Y   Y

EQ/Capital Guardian Growth

  N   N   Y   Y   Y   Y   Y-15%   Y   Y   Y   N   N   Y   N   N   Y   Y

EQ/Capital Guardian Research

  N   N   Y-15%   Y   Y   Y-10%   Y-15%   Y   Y   Y   N   N   Y   N   N   Y   Y

EQ/Caywood-Scholl High Yield Bond

  Y   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   Y   Y   Y   N   N   Y   Y

EQ/Core Bond Index

  Y   Y   Y-25%   Y   Y   N   Y-15%   Y   Y   Y   N   Y   Y   Y   Y   Y   Y

EQ/Davis New York Venture Portfolio

  Y   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   Y   N   Y   N   N   Y   Y

EQ/Equity 500 Index

  N   N   Y   Y   Y   Y   Y-15%   Y   Y   Y   N   Y   Y   N   N   Y   Y

EQ/Evergreen Omega

  Y   Y   Y-25%   Y   Y   N   Y-15%   Y   Y   Y   N   N   Y   N   N   Y   Y

EQ/Focus PLUS

  Y   Y   Y-25%   Y   Y   Y   Y-15%   Y   Y   Y   Y-5%   N   Y   N   N   Y   Y

EQ/GAMCO Mergers and Acquisitions

  Y   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   Y   N   Y   N   N   Y   Y

 

A-3


Portfolio

  Foreign
Options
(OTC)
  Foreign Currency   Emerging
Markets
Securities
  Forward
Commitments
when-Issued
and Delayed
Delivery
Securities
  Hybrid
Instruments (A)
  Illiquid
Securities
  Investment
Company
Securities
  Exchange-
Traded
Funds
(ETFs)
  Investment
Grade
Securities
  Below
Inv.

Grade
Fixed
Income
  Loan
Participations
and
Assignments
  Mortgage
Backed or
Related (D)
  Direct
Mortgages
  Municipal
Securities
  Security
Futures
Trans. (A)
  Security
Options
Trans. (C)
    (Written,
call
options)
  Foreign
Securities
                           

EQ/GAMCO Small Company
Value

  Y   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   Y   N   Y   N   N   Y   Y

EQ/Global Bond PLUS

  Y   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   Y   Y   Y   N   Y   Y   Y

EQ/Global Multi-Sector Equity

  Y   Y   Y   Y   Y   Y   Y-15%   Y   Y   Y   Y   Y   Y   N   Y   Y   Y

EQ/Government Securities

  N   N   Y   N   Y   N   Y-15%   Y   Y   Y   N   N   Y   N   Y   Y   Y

EQ/Intermediate Government Bond Index

  N   N   Y   N   Y   Y   Y-15%   Y   Y   Y   N   Y   Y   N   N   Y   Y

EQ/International Core PLUS

  Y   Y   Y   Y   Y   Y   Y-15%   Y   Y   Y   Y   N   Y   N   N   Y   Y

EQ/International ETF

  Y   Y   Y   Y   Y   Y   Y-15%   Y   Y   Y   N   N   Y   N   N   Y   Y

EQ/International Growth

  Y   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   Y   N   Y   N   N   Y   Y

EQ/JPMorgan Value Opportunities

  Y   Y   Y-20%   Y   Y   Y   Y-15%   Y   Y   Y   Y   N   Y   N   N   Y   Y

EQ/Large Cap Core PLUS

  Y   Y   Y   Y   Y   Y   Y-15%   Y   Y   Y   Y   N   Y   N   N   Y   Y

EQ/Large Cap Growth Index

  Y   Y   Y-20%   Y   Y   N   Y-15%   Y   Y   Y   N   N   Y   N   N   Y   Y

EQ/Large Cap Growth PLUS

  Y   Y   Y-25%   Y   Y   Y   Y-15%   Y   Y   Y   Y-5%   N   Y   N   N   Y   Y

EQ/Large Cap Value Index

  Y   Y   Y   Y   Y   Y   Y-15%   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y

EQ/Large Cap Value PLUS

  Y   Y   Y   Y   Y   N   Y-10%   Y   Y   Y   N   Y   Y   N   N   N   Y

EQ/Long Term Bond

  N   N   Y   Y   Y   Y   Y-15%   Y   Y   Y   Y   Y   Y   N   Y   Y   Y

EQ/Lord Abbett Growth & Income

  Y   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   N   N   Y   N   N   Y   Y

EQ/Lord Abbett Large Cap Core

  Y   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   N   N   Y   N   N   Y   Y

EQ/Lord Abbett Mid Cap Value

  Y   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   N   N   Y   N   N   Y   Y

EQ/Mid Cap Index

  Y   Y   Y   Y   Y   Y   Y-15%   Y   Y   Y   Y   Y   Y   N   Y   Y   Y

EQ/Mid Cap Value PLUS

  Y   Y   Y   Y   Y   Y   Y-15%   Y   Y   Y   Y   Y   Y   N   N   Y   Y

EQ/Money Market

  N   N   Y   Y   Y   N   Y-10%   Y   N   Y   N   Y   Y   N   N   N   N

EQ/Montag & Caldwell Growth

  Y   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   Y   N   Y   N   N   Y   Y

EQ/Oppenheimer Global

  Y   Y   Y   Y   Y   Y   Y-15%   Y   Y   Y   Y   Y   Y   N   N   Y   Y

EQ/Oppenheimer Main Street Opportunity

  Y   Y   Y   Y   Y   Y   Y-15%   Y   Y   Y   Y   N   Y   N   N   Y   Y

EQ/Oppenheimer Main Street Small Cap

  Y   Y   Y   Y   Y   Y   Y-15%   Y   Y   Y   Y   N   Y   N   N   Y   Y

EQ/PIMCO Ultra Short Bond

  Y   Y   Y   Y   Y   Y   Y-15%   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y

EQ/Quality Bond PLUS

  Y   Y   Y   Y   Y   Y   Y-15%   Y   Y   Y   Y   Y   Y   Y   N   Y   Y

EQ/Short Duration Bond

  N   N   Y   Y   Y   N   Y-15%   Y   Y   Y   N   N   Y   N   Y   Y   Y

EQ/Small Company Index

  N   N   Y   Y   Y   N   Y-15%   Y   Y   Y   N   N   Y   N   N   Y   Y

EQ/T. Rowe Price Growth Stock

  Y   Y   Y   Y   Y   Y   Y-15%   Y   Y   Y   Y   Y   Y   N   N   Y   Y

 

A-4


EQ ADVISORS TRUST

INVESTMENT STRATEGIES SUMMARY (Continued)

 

Portfolio

  Foreign
Options
(OTC)
  Foreign Currency   Emerging
Markets
Securities
  Forward
Commitments
when-Issued
and Delayed
Delivery
Securities
  Hybrid
Instruments (A)
  Illiquid
Securities
  Investment
Company
Securities
  Exchange-
Traded
Funds
(ETFs)
  Investment
Grade
Securities
  Below
Inv.

Grade
Fixed
Income
  Loan
Participations
and
Assignments
  Mortgage
Backed or
Related (D)
  Direct
Mortgages
  Municipal
Securities
  Security
Futures
Trans. (A)
  Security
Options
Trans. (C)
    (Written,
call
options)
  Foreign
Securities
                           

EQ/UBS Growth and Income

  Y   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   Y   N   Y   N   N   Y   Y

EQ/Van Kampen Comstock

  Y   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   Y   N   Y   N   N   Y   Y

EQ/Van Kampen Mid Cap Growth

  Y   Y   Y   Y   Y   N   Y-15%   Y   Y   Y   Y   N   Y   N   N   Y   Y

EQ/Van Kampen Real Estate

                                 

 

(A) Considered a derivative security; not intended to include short-term floating rate securities that reset to par.
(B) Considered a foreign security.
(C) Written options must be “covered.”
(D) Certain mortgages are considered derivatives.
(E) May not exceed 15% for temporary or emergency purposes, including to meet redemptions (otherwise such borrowings may not exceed 5% of total assets)

 

A-5


Portfolio

  Passive
Foreign
Inv. Comp.
  Payment
In-Kind
Bonds
  Preferred
Stocks
  Real
Estate
Investment
Trusts
  Repurchase
Agreements
  Reverse
Repurchase
Agreements
  Securities
Lending
  Short Sales
Against-

the-box
  Small
Company
Securities
  Structured
Notes (A)
  Swap
Trans. (A)
  U.S. Gov’t
Securities
  Warrants   Zero
Coupon
Bonds

EQ/AllianceBernstein Common Stock

  Y   Y   Y   Y   Y   N   Y-50.0%   Y   Y   Y   Y   Y   Y   Y

EQ/AllianceBernstein International

  Y   Y   Y   Y   Y   N   Y-50.0%   Y   Y   Y   Y   Y   Y   Y

EQ/AllianceBernstein Small Cap Growth

  Y   Y   Y   Y   Y   N   Y-50.0%   Y   Y   Y   Y   Y   Y   Y

EQ/Ariel Appreciation II

  Y   N   Y   Y   Y   Y   Y-33.3%   N   Y   N   N   Y   Y   Y

EQ/AXA Franklin Income Core

  Y   Y   Y   Y   Y   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/AXA Franklin Small Cap Value Core

  Y   N   Y   Y   Y   N   Y   Y   Y   Y   N   Y   Y   Y

EQ/AXA Mutual Shares Core

  Y   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y   Y

EQ/AXA Rosenberg Value Long/Short Equity

  Y   N   Y   Y   Y   N   Y   Y   Y   N   N   Y   Y   Y

EQ/AXA Templeton Growth Core

  Y   Y   Y   Y   Y   N   Y   N   Y   N   Y   Y   Y   Y

EQ/BlackRock Basic Value Equity

  Y   N   Y   Y   Y   N   Y-20.0%   Y   Y   N   N   Y   Y   Y

EQ/BlackRock International Value

  Y   N   Y   Y   Y   N   Y-25.0%   Y   Y   Y   Y   Y   Y   Y

EQ/Bond Index Portfolio

  N   Y   N   Y   Y   N   Y   N   N   N   N   Y   N   Y

EQ/Boston Advisors Equity Income

  Y   Y   Y   Y   Y   Y   Y   Y   Y   N   Y   Y   Y   Y

EQ/Calvert Socially Responsible

  Y   N   Y   Y   Y   Y   Y-33.3%   Y   Y   Y   Y   Y   Y   Y

EQ/Capital Guardian Growth

  Y   N   Y   Y   Y   N   Y-25%   N   Y   N   N   Y   Y   Y

EQ/Capital Guardian Research

  Y   N   Y   Y   Y   N   Y-33.3%   N   Y   N   N   Y   Y   Y

EQ/Caywood-Scholl High Yield Bond

  Y   Y   Y   Y   Y   N   Y   Y   Y   N   Y   Y   Y   Y

EQ/Core Bond Index

  Y   Y   Y   Y   Y   Y   Y-33.3%   Y   Y   Y   Y   Y   Y   Y

EQ/Davis New York Venture

  Y   N   Y   Y   Y   N   Y   Y   Y   N   N   Y   Y   Y

EQ/Equity 500 Index

  Y   Y   Y   Y   Y   N   Y-50.0%   Y   Y   Y   Y   Y   Y   Y

EQ/Evergreen Omega

  Y   N   Y   Y   Y   Y   Y-33.3%   Y   Y   N   N   Y   Y   Y

EQ/Focus PLUS

  Y   Y-5%   Y   Y   Y   Y   Y-25.0%   Y   Y   Y   Y   Y   Y   Y-5%

EQ/GAMCO Mergers and Acquisitions

  Y   N   Y   Y   Y   Y   Y   Y   Y   N   Y   Y   Y   Y

EQ/GAMCO Small Company Value

  Y   N   Y   Y   Y   Y   Y   Y   Y   N   Y   Y   Y   Y

EQ/Global Bond PLUS

  Y   Y   Y   Y   Y   Y   Y   N   Y   Y   Y   Y   Y   Y

EQ/Global Multi-Sector Equity

  Y   Y   Y   Y   Y   Y   Y-33.3%   Y   Y   Y   Y   Y   Y   Y

EQ/Government Securities

  Y   Y   N   N   Y   Y   Y   N   N   N   Y   Y   N   Y

EQ/Intermediate Government Bond Index

  Y   Y   N   Y   Y   N   Y   Y   Y   Y   Y   Y   N   Y

EQ/International Core PLUS

  Y   N   Y   Y   Y   Y   Y-33.3%   Y   Y   Y   Y   Y   Y   Y

EQ/International ETF

  Y   N   Y   Y   Y   N   Y   Y   Y   N   N   Y   Y   Y

EQ/International Growth

  Y   N   Y   Y   Y   N   Y   Y   Y   N   Y   Y   Y   Y

EQ/JPMorgan Value Opportunities

  Y   Y   Y   Y   Y   N   Y-25%   Y   Y   Y   Y   Y   Y   Y

EQ/Large Cap Core PLUS

  Y   N   Y   Y   Y   Y   Y-25.0%   Y   Y   Y   Y   Y   Y   Y

EQ/Large Cap Growth Index

  Y   N   Y   Y   Y   N   Y-25%   Y   Y   N   N   Y   Y   Y

EQ/Large Cap Growth PLUS

  Y   Y-5%   Y   Y   Y   Y   Y-30.0%   Y   Y   Y   Y   Y   Y   Y

 

A-6


EQ ADVISORS TRUST

INVESTMENT STRATEGIES SUMMARY (Concluded)

 

Portfolio

  Passive
Foreign
Inv. Comp.
  Payment
In-Kind
Bonds
  Preferred
Stocks
  Real
Estate
Investment
Trusts
  Repurchase
Agreements
  Reverse
Repurchase
Agreements
  Securities
Lending
  Short Sales
Against-

the-box
  Small
Company
Securities
  Structured
Notes (A)
  Swap
Trans. (A)
  U.S. Gov’t
Securities
  Warrants   Zero
Coupon
Bonds

EQ/Large Cap Value Index

  Y   Y   Y   Y   Y   Y   Y   Y   Y   N   Y   Y   Y   Y

EQ/Large Cap Value PLUS

  Y   N   Y   Y   Y   Y   Y-10.0%   Y   N   N   N   Y   Y   Y

EQ/Long Term Bond

  Y   Y   Y   Y   Y   Y   Y   N   Y   Y   N   Y   Y   Y

EQ/Lord Abbett Growth & Income

  Y   N   Y   Y   Y   Y   Y-33.3%   Y   Y   N   N   Y   Y   Y

EQ/Lord Abbett Large Cap Core

  Y   N   Y   Y   Y   Y   Y-33.3%   Y   Y   N   N   Y   Y   Y

EQ/Lord Abbett Mid Cap Value

  Y   N   Y   Y   Y   Y   Y-33.3%   Y   Y   N   N   Y   Y   Y

EQ/Mid Cap Index

  Y   N   Y   Y   Y   N   Y-33.3%   Y   Y   N   N   Y   Y   Y

EQ/Mid Cap Value PLUS

  Y   N   Y   Y   Y   Y   Y-33.3%   Y   Y   Y   Y   Y   Y   Y

EQ/Money Market

  N   N   N   N   Y   Y   Y   N   N   Y   N   Y   N   Y

EQ/Montag & Caldwell Growth

  Y   N   Y   Y   Y   N   Y-33.3%   Y   Y   N   Y   Y   Y   Y

EQ/Oppenheimer Global

  Y   N   Y   Y   Y   Y   Y   N   Y   N   Y   Y   Y   Y

EQ/Oppenheimer Main Street Opportunity

  Y   N   Y   Y   Y   Y   Y   N   Y   N   Y   Y   Y   Y

EQ/Oppenheimer Main Street Small Cap

  Y   N   Y   Y   Y   Y   Y   N   Y   N   Y   Y   Y   Y

EQ/PIMCO Ultra Short Bond

  Y   Y   Y   Y   Y   Y   Y-33.3%   Y   Y   Y   Y   Y   Y   Y

EQ/Quality Bond PLUS

  Y   Y   Y   Y   Y   Y   Y-50.0%   Y   Y   Y   Y   Y   Y   Y

EQ/Short Duration Bond

  Y   Y   Y   Y   Y   Y   Y-33.3%   N   Y   Y   Y   Y   Y   Y

EQ/Small Company Index

  Y   N   Y   Y   Y   Y   Y-30.0%   Y   Y   Y   N   Y   Y   Y

EQ/T. Rowe Price Growth Stock

  Y   Y   Y   Y   Y   N   Y-33.3%   Y   Y   N   Y   Y   Y   Y

EQ/UBS Growth and Income

  Y   N   Y   Y   Y   N   Y-33.3%   Y   Y   N   Y   Y   Y   Y

EQ/Van Kampen Comstock

  Y   N   Y   Y   Y   Y   Y   N   Y   N   N   Y   Y   Y

EQ/Van Kampen Mid Cap Growth

  Y   N   Y   Y   Y   N   Y-33.3%   N   Y   N   N   Y   Y   Y

EQ/Van Kampen Real Estate

  Y   Y   Y   Y   Y   N   Y   N   Y   Y   Y   Y   Y   Y

EQ/Wells Fargo Montgomery Small Cap

  Y   Y   Y   Y   Y   Y   Y-33.3%   Y   Y   Y   Y   Y   Y   Y

 

(A) Considered a derivative security; not intended to include short-term floating rate securities that reset to par.
(B) Considered a foreign security.
(C) Written options must be “covered.”
(D) Certain mortgages are considered derivatives.
(E) May not exceed 15% for temporary or emergency purposes, including to meet redemptions (otherwise such borrowings may not exceed 5% of total assets).

 

A-7


APPENDIX B

 

DESCRIPTION OF COMMERCIAL PAPER RATINGS

 

A-1, Prime-1 and F1 Commercial Paper Ratings

 

The rating A-1 (including A-1+) is the highest commercial paper rating assigned by Standard & Poor’s. Commercial paper rated A-1 by Standard & Poor’s has the following characteristics:

 

   

liquidity ratios are adequate to meet cash requirements;

 

   

long-term senior debt is rated “A” or better;

 

   

the issuer has access to at least two additional channels of borrowing;

 

   

basic earnings and cash flow have an upward trend with allowance made for unusual circumstances;

 

   

typically, the issuer’s industry is well established and the issuer has a strong position within the industry; and

 

   

the reliability and quality of management are unquestioned.

 

Relative strength or weakness of the above factors determines whether the issuer’s commercial paper is rated A-1, A-2 or A-3. Issues rated A-1 that are determined by Standard & Poor’s to have overwhelming safety characteristics are designated A-1+.

 

The rating Prime-1 is the highest commercial paper rating assigned by Moody’s. Among the factors considered by Moody’s in assigning ratings are the following:

 

   

evaluation of the management of the issuer;

 

   

economic evaluation of the issuer’s industry or industries and an appraisal of speculative-type risks which may be inherent in certain areas;

 

   

evaluation of the issuer’s products in relation to competition and customer acceptance;

 

   

liquidity;

 

   

amount and quality of long-term debt;

 

   

trend of earnings over a period of ten years;

 

   

financial strength of parent company and the relationships which exist with the issuer; and

 

   

recognition by the management of obligations which may be present or may arise as a result of public interest questions and preparations to meet such obligations.

 

F1 is the highest credit quality assigned by Fitch’s short-term debt ratings. Among the factors considered by Fitch’s in assigning ratings are:

 

   

timely payment of financial commitments; and

 

   

credit risk relative to other issues or issuers.

 

Relative strength or weakness of the above factors determines whether the issuer’s commercial paper is rated F1, F2 or F3.

 

DESCRIPTION OF BOND RATINGS

 

Bonds are considered to be “investment grade” if they are in one of the top four ratings.

 

Standard & Poor’s ratings are as follows:

 

   

Bonds rated AAA have the highest rating assigned by Standard & Poor’s. Capacity to pay interest and repay principal is extremely strong.

 

B-1


   

Bonds rated AA have a very strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than bonds in higher rated categories.

 

   

Bonds rated A have a strong capacity to pay interest and repay principal although they are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than bonds in higher rated categories.

 

   

Bonds rated BBB are regarded as having an adequate capacity to pay interest and repay principal. Whereas they normally exhibit adequate protection parameters, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity to pay interest and repay principal for bonds in this category than in higher rated categories.

 

   

Debt rated BB, B, CCC, CC or C is regarded, on balance, as predominantly speculative with respect to the issuer’s capacity to pay interest and repay principal in accordance with the terms of the obligation. While such debt will likely have some quality and protective characteristics, these are outweighed by large uncertainties or major risk exposures to adverse debt conditions.

 

   

The rating C1 is reserved for income bonds on which no interest is being paid.

 

   

Debt rated D is in default and payment of interest and/or repayment of principal is in arrears.

 

The ratings from AA to CCC may be modified by the addition of a plus (+) or minus (-) sign to show relative standing within the major rating categories.

 

Moody’s ratings are as follows:

 

   

Bonds which are rated Aaa are judged to be of the best quality. They carry the smallest degree of investment risk and are generally referred to as “gilt-edged.” Interest payments are protected by a large or by an exceptionally stable margin and principal is secure. While the various protective elements are likely to change, such changes as can be visualized are most unlikely to impair the fundamentally strong position of such issues.

 

   

Bonds which are rated Aa are judged to be of high quality by all standards. Together with the Aaa group they comprise what are generally known as high grade bonds. They are rated lower than the best bonds because margins of protection may not be as large as in Aaa securities or fluctuation of protective elements may be of greater amplitude or there may be other elements present which make the long term risks appear somewhat larger than the Aaa securities.

 

   

Bonds which are rated A possess many favorable investment attributes and are to be considered as upper medium grade obligations. Factors giving security to principal and interest are considered adequate but elements may be present which suggest a susceptibility to impairment some time in the future.

 

   

Bonds which are rated Baa are considered as medium grade obligations, i.e., they are neither highly protected nor poorly secured. Interest payments and principal security appear adequate for the present but certain protective elements may be lacking or may be characteristically unreliable over any great length of time. Such bonds lack outstanding investment characteristics and in fact have speculative characteristics as well.

 

   

Bonds which are rated Ba are judged to have speculative elements; their future cannot be considered as well assured. Often the protection of interest and principal payments may be very moderate and thereby not well safeguarded during both good and bad times over the future. Uncertainty of position characterizes bonds in this class.

 

   

Bonds which are rated B generally lack characteristics of the desirable investment. Assurance of interest and principal payments or of maintenance of other terms of the contract over any long period of time may be small.

 

B-2


   

Bonds which are rated Caa are of poor standing. Such issues may be in default or there may be present elements of danger with respect to principal or interest.

 

   

Bonds which are rated Ca represent obligations which are speculative to a high degree. Such issues are often in default or have other marked shortcomings.

 

   

Bonds which are rated C are the lowest class of bonds and issues so rated can be regarded as having extremely poor prospects of ever attaining any real investment standing.

 

Moody’s applies modifiers to each rating classification from Aa through B to indicate relative ranking within its rating categories. The modifier “1” indicates that a security ranks in the higher end of its rating category; the modifier “2” indicates a mid-range ranking and the modifier “3” indicates that the issue ranks in the lower end of its rating category.

 

Fitch ratings are as follows:

 

   

AAA - The highest rating assigned. This rating is assigned to the “best” credit risk relative to other issues or issuers.

 

   

AA - A very strong credit risk relative to other issues or issuers. The credit risk inherent in these financial commitments differs only slightly from the highest rated issuers or issues.

 

   

A - A strong credit risk relative to other issues or issuers. However, changes in circumstances or economic conditions may affect the capacity for timely repayment of these financial commitments to a greater degree than for financial commitments denoted by a higher rated category.

 

   

BBB - An adequate credit risk relative to other issues or issuers. However, changes in circumstances or economic conditions are more likely to affect the capacity for timely repayment of these financial commitments than for financial commitments denoted by a higher rated category.

 

   

BB - A fairly weak credit risk relative to other issues or issuers. Payment of these financial commitments is uncertain to some degree and capacity for timely repayment remains more vulnerable to adverse economic change over time.

 

   

B - Denotes a significantly weak credit risk relative to other issues or issuers. Financial commitments are currently being met but a limited margin of safety remains and capacity for continued timely payments is contingent upon a sustained, favorable business and economic environment.

 

   

CCC, CC, C - These categories denote an extremely weak credit risk relative to other issues or issuers. Capacity for meeting financial commitments is solely reliant upon sustained, favorable business or economic developments.

 

   

DDD, DD, D - These categories are assigned to entities or financial commitments which are currently in default.

 

PLUS (+) or MINUS (-) - The ratings above may be modified by the addition of a plus or minus sign to show relative standing within the major categories.

 

B-3


APPENDIX C

 

EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

AllianceBernstein L.P. (“Adviser”)
Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008  

Presented below for each of the categories is the number of

accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account

  Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts   Registered Investment
Companies
  Other Pooled Investment Vehicles   Other Accounts
  Number of Accounts   Total Assets   Number of Accounts   Total Assets   Number of Accounts   Total Assets   Number of Accounts  

Total

Assets

  Number of Accounts   Total Assets   Number of Accounts  

Total

Assets

EQ/Small Company Index

Judith DeVivo

                                               
EQ/AllianceBernstein Common Stock

Judith DeVivo

                                               
EQ/AllianceBernstein International

Seth Masters

                                               
EQ/Large Cap Growth Index

Judith DeVivo

                                               
EQ/Equity 500 Index

Judith DeVivo

                                               
EQ/AllianceBernstein Small Cap Growth

Bruce Aronow

                                               

Samantha Lau

                                               

Kumar Kirpalani

                                               

Wen-Tse Tseng

                                               

Joshua Lisser

                                               

 

Description of Any Material Conflicts

 

As an investment adviser and fiduciary, AllianceBernstein owes its clients and shareholders an undivided duty of loyalty. We recognize that conflicts of interest are inherent in our business and accordingly have developed policies and procedures (including oversight monitoring) reasonably designed to detect, manage and mitigate the effects of actual or potential conflicts of interest in the area of employee personal trading, managing multiple accounts for multiple clients, including AllianceBernstein Mutual Funds, and allocating investment opportunities. Investment professionals, including portfolio managers and research analysts, are subject to the above-mentioned policies and oversight monitoring to ensure that all clients are treated equitably. We place the interests of our clients first and expect all of our employees to meet their fiduciary duties.

 

Employee Personal Trading.     AllianceBernstein has adopted a Code of Business Conduct and Ethics that is designed to detect and prevent conflicts of interest when investment professionals and other personnel of AllianceBernstein own, buy or sell securities which may be owned by, or bought or sold for, clients. Personal securities transactions by an employee may raise a potential conflict of interest when an employee owns or trades in a security that is owned or considered for purchase or sale by a client, or recommended for purchase or sale by an employee to a client. Subject to the reporting requirements and other limitations of its Code of Business Conduct and Ethics, AllianceBernstein permits its employees to engage in personal securities transactions, and also allows them to acquire investments in the AllianceBernstein Mutual Funds through direct purchase, 401K/profit sharing plan investment and/or notionally in connection with deferred incentive compensation awards. AllianceBernstein’s Code of Ethics and Business Conduct requires disclosure of all personal accounts and maintenance of brokerage accounts with designated broker-dealers approved by AllianceBernstein. The Code also requires preclearance of all securities transactions and imposes a one-year holding period for securities purchased by employees to discourage short-term trading.

 

C-1


Managing Multiple Accounts for Multiple Clients.     AllianceBernstein has compliance policies and oversight monitoring in place to address conflicts of interest relating to the management of multiple accounts for multiple clients. Conflicts of interest may arise when an investment professional has responsibilities for the investments of more than one account because the investment professional may be unable to devote equal time and attention to each account. The investment professional or investment professional teams for each client may have responsibilities for managing all or a portion of the investments of multiple accounts with a common investment strategy, including other registered investment companies, unregistered investment vehicles, such as hedge funds, pension plans, separate accounts, collective trusts and charitable foundations. Among other things, AllianceBernstein’s policies and procedures provide for the prompt dissemination to investment professionals of initial or changed investment recommendations by analysts so that investment professionals are better able to develop investment strategies for all accounts they manage. In addition, investment decisions by investment professionals are reviewed for the purpose of maintaining uniformity among similar accounts and ensuring that accounts are treated equitably. No investment professional that manages client accounts carrying performance fees is compensated directly or specifically for the performance of those accounts. Investment professional compensation reflects a broad contribution in multiple dimensions to long-term investment success for our clients and is not tied specifically to the performance of any particular client’s account, nor is it directly tied to the level or change in the level of assets under management.

 

Allocating Investment Opportunities.     AllianceBernstein has policies and procedures intended to address conflicts of interest relating to the allocation of investment opportunities. These policies and procedures are designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. The investment professionals at AllianceBernstein routinely are required to select and allocate investment opportunities among accounts. Portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar accounts, which minimizes the potential for conflicts of interest relating to the allocation of investment opportunities. Nevertheless, investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons.

 

AllianceBernstein’s procedures are also designed to prevent potential conflicts of interest that may arise when AllianceBernstein has a particular financial incentive, such as a performance-based management fee, relating to an account. An investment professional may perceive that he or she has an incentive to devote more time to developing and analyzing investment strategies and opportunities or allocating securities preferentially to accounts for which AllianceBernstein could share in investment gains.

 

To address these conflicts of interest, AllianceBernstein’s policies and procedures require, among other things, the prompt dissemination to investment professionals of any initial or changed investment recommendations by analysts; the aggregation of orders to facilitate best execution for all accounts; price averaging for all aggregated orders; objective allocation for limited investment opportunities (e.g., on a rotational basis) to ensure fair and equitable allocation among accounts; and limitations on short sales of securities. These procedures also require documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account.

 

Compensation for the fiscal year completed December 31, 2008

 

AllianceBernstein’s compensation program for investment professionals is designed to be competitive and effective in order to attract and retain the highest caliber employees. The compensation program for investment professionals is designed to reflect their ability to generate long-term investment success for our clients, including shareholders of the AllianceBernstein Mutual Funds. Investment professionals do not receive any direct compensation based upon the investment returns of any individual client account, nor is

 

C-2


compensation tied directly to the level or change in the level of assets under management. Investment professionals’ annual compensation is comprised of the following:

 

(i) Fixed base salary:     This is generally the smallest portion of compensation. The base salary is a relatively low, fixed salary within a similar range for all investment professionals. The base salary is determined at the outset of employment based on level of experience, does not change significantly from year to year, and hence, is not particularly sensitive to performance.

 

(ii) Discretionary incentive compensation in the form of an annual cash bonus:     AllianceBernstein’s overall profitability determines the total amount of incentive compensation available to investment professionals. This portion of compensation is determined subjectively based on qualitative and quantitative factors. In evaluating this component of an investment professional’s compensation, AllianceBernstein considers the contribution to his/her team or discipline as it relates to that team’s overall contribution to the long-term investment success, business results and strategy of AllianceBernstein. Quantitative factors considered include, among other things, relative investment performance (e.g., by comparison to competitor or peer group funds or similar styles of investments, and appropriate, broad-based or specific market indices), and consistency of performance. There are no specific formulas used to determine this part of an investment professional’s compensation and the compensation is not tied to any pre-determined or specified level of performance. AllianceBernstein also considers qualitative factors such as the complexity and risk of investment strategies involved in the style or type of assets managed by the investment professional; success of marketing/business development efforts and client servicing; seniority/length of service with the firm; management and supervisory responsibilities; and fulfillment of AllianceBernstein’s leadership criteria.

 

(iii)

Discretionary incentive compensation in the form of awards under AllianceBernstein’s Partners Compensation Plan (“deferred awards”):     AllianceBernstein’s overall profitability determines the total amount of deferred awards available to investment professionals. The deferred awards are allocated among investment professionals based on criteria similar to those used to determine the annual cash bonus. There is no fixed formula for determining these amounts. Deferred awards, for which there are various investment options, vest over a four-year period and are generally forfeited if the employee resigns or AllianceBernstein terminates his/her employment. Investment options under the deferred awards plan include many of the same AllianceBernstein Mutual Funds offered to mutual fund investors, thereby creating a close alignment between the financial interests of the investment professionals and those of AllianceBernstein’s clients and mutual fund shareholders with respect to the performance of those mutual funds. AllianceBernstein also permits deferred award recipients to allocate up to 50% of their award to investments in Alliance’s publicly traded equity securities. 1

 

(iv) Contributions under AllianceBernstein’s Profit Sharing/401(k) Plan:     The contributions are based on AllianceBernstein’s overall profitability. The amount and allocation of the contributions are determined at the sole discretion of AllianceBernstein.

 

Ownership of Securities of the Funds as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

EQ/Small Company Index

Judith DeVivo

  X                        
EQ/AllianceBernstein Common Stock

Judith DeVivo

  X                        

 

 

1

Prior to 2002, investment professional compensation also included discretionary long-term incentive in the form of restricted grants of AllianceBernstein’s Master Limited Partnership Units.

 

C-3


Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

EQ/AllianceBernstein International

Seth Masters

  X                        
EQ/Large Cap Growth Index

Judith DeVivo

  X                        
EQ/Equity 500 Index

Judith DeVivo

  X                        
EQ/AllianceBernstein Small Cap Growth

Bruce Aronow

  X                        

Samantha Lau

  X                        

Kumar Kirpalani

  X                        

Wen-Tse Tseng

  X                        

Joshua Lisser

                           

 

C-4


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/Ariel Appreciation II (“Fund”)

Ariel Investments (“Adviser”)

Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Presented below for each of the categories is the number of
accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account
  Registered Investment
Companies
 

Other Pooled

Investment Vehicles

  Other Accounts   Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets

John W. Rogers, Jr.

  6  

$2.3 Billion

  0   N/A   114   $1.8 Billion   0   N/A   0   N/A   1  

$267 Million

Matthew F. Sauer

  1  

$919 Million

  0   N/A   0   N/A   0   N/A   0   N/A   0   N/A

 

Description of Any Material Conflicts

 

Accounts managed within the same strategy are managed using similar investment weightings. This does not mean, however, that all accounts in a given strategy will hold the same stocks. Potential conflicts of interest may arise, for example, between those accounts that have performance-based fees and those accounts that do not have such fees. Investment decisions are allocated across all accounts in a strategy in order to limit the conflicts involved in managing multiple accounts. Differences in investments are a result of individual client account investment restrictions or the timing of additions and withdrawals of amounts subject to account management.

 

Compensation as of December 31, 2008

 

Mr. Rogers’ compensation is determined by the Advisor’s Board of Directors and is composed of (1) Base Salary. Base salary is a fixed amount determined at the beginning of each compensation year and is calculated based upon market factors for CEOs of comparable advisory firms; (2) Discretionary Bonus Pool. The quarterly discretionary bonus is related to the profitability of the Adviser and consists of cash and mutual fund shares purchased by the Adviser in the Funds managed by Mr. Rogers; (3) Annual Incentive Award. An annual incentive award is based upon goals set by the Adviser’s Board of Directors that are tied to the performance of both Ariel Fund and Ariel Appreciation Fund against relevant indices over a market cycle, the performance of the Adviser (profitability standards (EBITDA margin)), adherence to investment strategy and Mr. Rogers’ execution of various annual firm goals, such as allocating firm resources to enhance the Funds’ success and meeting budgetary goals; (4) Stock Grant. Stock grants are based upon Mr. Rogers’ contribution to the Adviser and his perceived value in the market place; and (5) Profit Sharing Plan. A contribution to Mr. Rogers’ portion of the Adviser’s profit sharing plan is based upon criteria used for all employees of the Adviser. There is no set formula for any of the above components of Mr. Rogers’ compensation; rather, all compensation is based upon factors determined by the Adviser’s Board of Directors at the beginning of each year.

 

The Adviser’s compensation methodology for the other portfolio managers consists of (1) Base Salary. Base salary is a fixed amount determined at the beginning of each compensation year. Base salaries vary within the Adviser based on position responsibilities, years of service and contribution to long-term performance of the Funds; (2) Discretionary Bonus Pool. Bonuses are determined through an annual performance evaluation process based on qualitative and quantitative factors. In 2008, quantitative factors for the Adviser’s portfolio managers will include the performance of the respective Fund(s) managed by the portfolio manager relative to the appropriate benchmarks and peer groups over a number of periods. The Adviser’s portfolio managers who also serve as industry analysts are measured on the performance of companies covered by that analyst, both those that are purchased for a Fund and those that are not. The

 

C-5


discretionary bonus will consist of cash and mutual fund shares purchased by the Adviser in the Fund(s) managed by the portfolio manager. In addition, all members of the Adviser’s research department who serve as industry analysts are evaluated on five qualitative factors: technical skills, productivity, communication skills, industry knowledge and consistent exhibition of the Adviser’s firm values; and (3) Annual Stock Grant. Portfolio managers may be awarded discretionary grants of stock in the Adviser, based on position responsibilities, years of service and contribution to long-term performance of the Funds.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
 

$500,001-

$1,000,000

 

over

$1,000,000

John W. Rogers Jr.

  X                        

Matthew F. Sauer

  X                        

 

C-6


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

AXA Funds Management Group Unit (“Manager”)
Names of Portfolio Managers   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Other Accounts Managed with Respect to Which the Advisory Fee is Based on the Performance of the Account
  Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts   Registered Investment
Companies
  Other Pooled Investment Vehicles   Other Accounts
  Number of Accounts   Total Assets   Number of Accounts   Total Assets   Number of Accounts   Total Assets   Number of Accounts  

Total

Assets

  Number of Accounts   Total Assets   Number of Accounts  

Total

Assets

All Asset Allocation (“Fund”)

Kenneth T. Kozlowski

                                               
Crossings Conservative Allocation (“Fund”)

Kenneth T. Kozlowski

      $           0   N/A   0   N/A   0   N/A   0   N/A   0   N/A
Crossings Conservative-Plus Allocation (“Fund”)

Kenneth T. Kozlowski

      $           0   N/A   0   N/A   0   N/A   0   N/A   0   N/A
Crossings Moderate Allocation (“Fund”)

Kenneth T. Kozlowski

      $           0   N/A   0   N/A   0   N/A   0   N/A   0   N/A
Crossings Moderate-Plus Allocation (“Fund”)

Kenneth T. Kozlowski

      $           0   N/A   0   N/A   0   N/A   0   N/A   0   N/A
Crossings Aggressive Allocation (“Fund”)

Kenneth T. Kozlowski

      $           0   N/A   0   N/A   0   N/A   0   N/A   0   N/A
EQ/International ETF (“Fund”)

Kenneth T. Kozlowski

                                               
EQ/Franklin Templeton Founding Strategy (“Fund”)

Kenneth T. Kozlowski

                                               

 

Description of any Material Conflicts

 

Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including All Asset Allocation Portfolio, EQ/International ETF Portfolio and EQ/Franklin Templeton Founding Strategy Portfolio), such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager or Manager has a greater financial incentive, such as a performance fee account. The Manager has adopted policies and procedures reasonably designed to address these types of conflicts and that serve to operate in a manner that is fair and equitable among its clients, including the Funds.

 

All Asset Allocation Portfolio and most other registered investment companies for which Mr. Kozlowski serves as the portfolio manager are each structured as a “fund of funds,” which invest in other registered investment companies for which AXA Equitable serves as the investment manager. None of these portfolios is subject to an advisory fee that is based on the performance of the portfolio. Given such “fund of funds” structure and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio manager’s compensation as further described below, Mr. Kozlowski is not, as a general matter and in relation to these funds, subject to the potential conflicts of interest that may arise in connection with his management of the Portfolio, on the one hand, and the other portfolios, on the other, such as material differences in the investment strategies or allocation of investment opportunities.

 

C-7


Compensation as of December 31, 2008

 

Because Mr. Kozlowski serves as officer and employee of AXA Equitable and his respective roles are not limited to serving as the portfolio manager of the Fund and other accounts managed by him, his compensation is based on AXA Equitable’s compensation program as it applies to the firm’s officers in general. AXA Equitable’s compensation program consists of a base salary, short-term incentive compensation and long-term incentive compensation. Individual jobs are defined based on scope, responsibility and market value and assigned to a specific level within the firm’s base salary structure. An individual’s base salary is then established within the range of such structure based on a combination of experience, skills, job content and performance and periodically evaluated based on survey data and market research. Annual short-term incentive compensation opportunities, granted in cash, are made available depending on whether firm-wide objectives were met during the year, as measured by various performance objectives such as underlying and adjusted earnings, expense management and sales. Once the target level of the short-term incentive compensation is determined by the firm, awards are made to individuals based on their salary structure and grade of position and individual performance. Annual long-term incentive compensation, granted in the form of stock options, restricted stocks and/or performance units, is offered in a manner similar to the short-term incentive compensation and is based on the combination of firm-wide performance and individual performance.

 

Ownership of Shares of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

All Asset Allocation

Kenneth T. Kozlowski

  X                        
Crossings Conservative Allocation

Kenneth T. Kozlowski

  X                        
Crossings Conservative-Plus Allocation

Kenneth T. Kozlowski

  X                        
Crossings Moderate Allocation

Kenneth T. Kozlowski

  X                        
Crossings Moderate-Plus Allocation

Kenneth T. Kozlowski

  X                        
Crossings Aggressive Allocation

Kenneth T. Kozlowski

  X                        
EQ/International ETF

Kenneth T. Kozlowski

  X                        
EQ/Franklin Templeton Founding Strategy

Kenneth T. Kozlowski

  X                        

 

C-8


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/AXA Rosenberg Value Long/Short Equity (“Fund”)

AXA Rosenberg Investment Management LLC (“Adviser”)

Portfolio manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Presented below for each of the categories is the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on the performance of the account
    Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts   Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts
    Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets

William E. Ricks

 

22

 

$4.6 Billion

 

23

 

$2.6 Billion

 

161

 

$16.6 Billion

 

9

 

$2.1 Billion

 

1

 

$15 Million

 

31

 

$3.9 Billion

 

Description of Any Material Conflicts

 

AXA Rosenberg recognizes that conflicts of interest are inherent in its business and accordingly has developed policies, procedures and disclosures that it believes are reasonably designed to detect, manage and mitigate the effects of potential conflicts of interest in the area of employee personal trading, managing multiple accounts for multiple clients, including funds, and allocating investment opportunities. Employees are subject to the above-mentioned policies and oversight to help ensure that all of its clients are treated fairly.

 

Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities for more than one account (including the Funds), such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager, the adviser or the subadviser has a greater financial incentive, such as a performance fee account. AXA Rosenberg believes it has adopted policies and procedures that are reasonably designed to address these types of conflicts and that serve to operate in a manner that is fair and equitable among its clients, including the Funds.

 

Dr. Ricks’ management of “other accounts” may give rise to potential conflicts of interest in connection with his management of the Funds’ investments, on the one hand, and the investments of the other accounts, on the other. The other accounts might have similar investment objectives to the Funds, or hold, purchase, or sell securities that are eligible to be held, purchased, or sold by the Funds. AXA Rosenberg believes that its quantitative investment process and pro rata allocation of investment opportunities diminish the possibility of any conflict of interest resulting in unfair or inequitable allocation of investment opportunities among accounts. Additionally, AXA Rosenberg believes that it has adopted policies and procedures that are designed to manage those conflicts in an appropriate way.

 

Compensation for the fiscal year ended December 31, 2008

 

AXA Rosenberg compensates Dr. Ricks for his management of the Funds. His compensation consists of base salary, bonus, and deferred compensation. All compensation components are fixed and are not based on the performance of the funds.

 

AXA Rosenberg’s investment professionals’ total compensation is determined through a subjective process that evaluates numerous quantitative and qualitative factors, including AXA Rosenberg’s overall profitability. Investment professionals do not receive any direct compensation based upon the investment returns of any individual client account. Among the factors included in this annual assessment are: (i) contribution to business results and overall business strategy; (ii) success of marketing/business development efforts and client servicing; and (iii) the relative investment performance of portfolios

 

C-9


(although there are no specific benchmarks or periods of time used in measuring performance). Furthermore, an investment professional’s seniority/length of service with the firm and management and supervisory responsibilities are relevant to compensation decisions.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
  over
$1,000,000

William E. Ricks

  X                        

 

C-10


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

BlackRock Financial Management, Inc. (“Adviser”)
Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category, as of December 31, 2008.   Presented below for each of the categories is the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on the performance of the account.
  Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts   Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

assets

 

Number

of

Accounts

  Total
Assets
 

Number

of
Accounts

  Total
Assets
EQ/Government Securities (“Fund”)

Scott Amero

                                               

Matthew Marra

                                               

Andrew J. Phillips

                                               
EQ/Long Term Bond (“Fund”)

Stuart Spodek

                                               

Matthew Marra

                                               

Andrew J. Phillips

                                               
EQ/Short Duration Bond (“Fund”)

Scott Amero

                                               

Curtis Arledge

                                               

Thomas Musmanno

                                               

Stuart Spodek

                                               

 

Description of any material conflicts

 

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account.

 

BlackRock has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Funds, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made for the Funds. In addition, BlackRock, its affiliates and any officer, director, stockholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Funds. BlackRock, or any of its affiliates, or any officer, director, stockholder, employee or any member of their families may take different actions than those recommended to the Funds by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock’s (or its affiliates’) officers, directors or employees are director or officers, or companies as to which BlackRock or any of its affiliates or the officers, directors and employees of any of them has any substantial economic interest or possess material non-public information. Each portfolio manager also may manage accounts whose investment strategies may

 

C-11


at times be opposed to the strategy utilized for the Funds. In this connection, it should be noted that Messrs. Amero, Marra, Phillips, Spodek, Arledge and Musmanno currently manage certain accounts that are subject to performance fees. In addition, Messrs. Amero and Spodek assist in managing certain hedge funds and may be entitled to receive a portion of any incentive fees earned on such funds and a portion of such incentive fees may be voluntarily or involuntarily deferred. Additional portfolio managers may in the future manage other such accounts or funds and may be entitled to receive incentive fees.

 

As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock has adopted a policy that is intended to ensure that investment opportunities are allocated fairly and equitably among client accounts over time. This policy also seeks to achieve reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base.

 

Compensation for the fiscal year completed December 31, 2008

 

BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock, such as its Long-Term Retention, Incentive Plan, and, in the case of certain portfolio managers, its Restricted Stock Program.

 

Base compensation.     Generally, portfolio managers receive base compensation based on their seniority and/or their position with the firm. Senior portfolio managers who perform additional management functions within the portfolio management group or within BlackRock may receive additional compensation for serving in these other capacities.

 

Discretionary Incentive Compensation.      Discretionary incentive compensation is a function of several components: the performance of BlackRock, the performance of the portfolio manager’s group within BlackRock, the investment performance, including risk-adjusted returns, of the firm’s assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individual’s seniority, role within the portfolio management team, teamwork and contribution to the overall performance of these portfolios and BlackRock. In most cases, including for the portfolio managers of the Funds, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Funds or other accounts managed by the portfolio managers are measured. BlackRock’s Chief Investment Officers determine the benchmarks against which to compare the performance of Funds and other accounts managed by each portfolio manager and the period of time over which performance is evaluated. With respect to the portfolio managers, such benchmarks for the Funds include the following:

 

Portfolio Manager   Portfolios Managed   Applicable Benchmarks
Scott Amero  

EQ/Government Securities Portfolio

EQ/Short Duration Bond Portfolio

  A combination of market-based indices (e.g., Citigroup 1-Year Treasury Index, Merrill Lynch 1-3 Year Treasury Index, Barclays Capital U.S. Intermediate Government Index, Barclays Capital U.S. Intermediate Gov/Credit Index, Barclays Capital U.S. Aggregate Index, Barclays Capital U.S. Intermediate Aggregate Index, Barclays Capital U.S. Corporate High Yield 2% Issuer Cap Index and others), certain customized indices and certain fund industry peer groups.

 

C-12


Portfolio Manager   Portfolios Managed   Applicable Benchmarks
Curtis Arledge   EQ/Short Duration Bond Portfolio   A combination of market-based indices (e.g. Citigroup 1-Year Treasury Index, Merrill Lynch 1-3 Year Treasury Index), certain customized indices and certain fund industry peer groups.
Thomas Musmanno, CFA   EQ/Short Duration Bond Portfolio   A combination of market-based indices (e.g. Citigroup 1-Year Treasury Index, Merrill Lynch 1-3 Year Treasury Index), certain customized indices and certain fund industry peer groups.
Matthew Marra  

EQ/Government Securities Portfolio

EQ/Long Term Bond Portfolio

  A combination of market-based indices (e.g., Barclays Capital U.S. Intermediate Government Index, Barclays Capital U.S. Intermediate Government/Credit Index, Barclays Capital U.S. Aggregate Index), certain customized indices and certain fund industry peer groups.
Andrew J. Phillips  

EQ/Government Securities Portfolio

EQ/Long Term Bond Portfolio

  A combination of market-based indices (e.g., Custom 50% Barclays Capital U.S. Mortgage /50% Merrill Lynch 10-Year Treasury Index, Lehman GNMA MBS Index, Barclays Capital U.S. Intermediate Government Index, Barclays Capital U.S. Intermediate Government/Credit Index, Barclays Capital U.S. Aggregate Index), certain customized indices and certain fund industry peer groups.
Stuart Spodek   EQ/Short Duration Bond Portfolio
EQ/Long Term Bond Portfolio
  A combination of market-based indices (e.g., Citigroup 1-Year Treasury Index, Merrill Lynch 1-3 Year Treasury Index, Barclays Capital U.S. Global Real: U.S. Tips Index), certain customized indices and certain fund industry peer groups.

 

BlackRock’s Chief Investment Officers make a subjective determination with respect to the portfolio manager’s compensation based on the performance of the Funds and other accounts managed by each portfolio manager relative to the various benchmarks noted above. Performance is measured on both a pre-tax and after-tax basis over various time periods including 1, 3, 5 and 10-year periods, as applicable.

 

Distribution of Discretionary Incentive Compensation

 

Discretionary incentive compensation is distributed to portfolio managers in a combination of cash and BlackRock, Inc. restricted stock units which vest ratably over a number of years. The BlackRock, Inc. restricted stock units, if properly vested, will be settled in BlackRock, Inc. common stock. Typically, the cash bonus, when combined with base salary, represents more than 60% of total compensation for the portfolio managers. Paying a portion of annual bonuses in stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock Inc.’s ability to sustain and improve its performance over future periods.

 

Long-Term Retention and Incentive Plan (“LTIP”) — The LTIP is a long-term incentive plan that seeks to reward certain key employees. Prior to 2006, the plan provided for the grant of awards that were expressed as an amount of cash that, if properly vested and subject to the attainment of certain performance goals, will be settled in cash and/or in BlackRock, Inc. common stock. Beginning in 2006, awards are granted under the LTIP in the form of BlackRock, Inc. restricted stock units that, if properly vested and subject to the attainment of certain performance goals, will be settled in BlackRock, Inc. common stock. Messrs. Amero, Marra, Phillips and Spodek have each received awards under the LTIP.

 

C-13


Deferred Compensation Program — A portion of the compensation paid to eligible BlackRock employees may be voluntarily deferred into an account that tracks the performance of certain of the firm’s investment products. Each participant in the deferred compensation program is permitted to allocate his deferred amounts among the various investment options. Messrs. Amero, Marra, Phillips, Spodek and Musmanno have each participated in the deferred compensation program.

 

Options and Restricted Stock Awards — A portion of the annual compensation of certain employees is mandatorily deferred into BlackRock restricted stock units. Prior to the mandatory deferral into restricted stock units, BlackRock granted stock options to key employees, including certain portfolio managers who may still hold unexercised or unvested options. BlackRock, Inc. also granted restricted stock awards designed to reward certain key employees as an incentive to contribute to the long-term success of BlackRock. These awards vest over a period of years. Messrs. Amero, Marra, Phillips and Spodek have each been granted stock options and/or restricted stock in prior years.

 

Other compensation benefits.     In addition to base compensation and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:

 

Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 6% of eligible pay contributed to the plan capped at $4,000 per year, and a company retirement contribution equal to 3% of eligible compensation, plus an additional contribution of 2% for any year in which BlackRock has positive net operating income. The RSP offers a range of investment options, including registered investment companies managed by the firm. BlackRock contributions follow the investment direction set by participants for their own contributions or, absent employee investment direction, are invested into a balanced portfolio. The ESPP allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares or a dollar value of $25,000. Each portfolio manager is eligible to participate in these plans.

 

Ownership of Securities of the Portfolio as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001 -
$1,000,000
 

Over

$1,000,000

EQ/Government Securities

Scott Amero

                           

Matthew Marra

                           

Andrew J. Phillips

                           

EQ/Long Term Bond

Stuart Spodek

  X                        

Matthew Marra

  X                        

Andrew J. Phillips

  X                        
EQ/Short Duration Bond

Scott Amero

  X                        

Curtis Arlegdge

  X                        

Thomas Musmanno

                           

Stuart Spodek

  X                        

 

C-14


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/BlackRock Basic Value Equity (“Portfolio”)

BlackRock Investment Management LLC (“Adviser”)

Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category, as of December 31, 2008.   Presented below for each of the categories is the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on the performance of the account.
    Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts   Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts
    Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets

Kevin Rendino

                                               

Kurt Schansinger

                                               

Carrie King

                                               

 

Description of any material conflicts

 

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account.

 

BlackRock and its affiliates has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Portfolio, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Portfolio. In addition, BlackRock, its affiliates and any officer, director, stockholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Portfolio. BlackRock, or any of its affiliates, or any officer, director, stockholder, employee or any member of their families may take different actions than those recommended to the Portfolio by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock’s (or its affiliates’) officers, directors or employees are directors or officers, or companies as to which BlackRock or any of its affiliates or the officers, directors and employees of any of them has any substantial economic interest or possess material non-public information. Each portfolio manager also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for the Portfolio. In this regard, it should be noted that a portfolio manager may currently manage certain accounts that are subject to performance fees. In addition, a portfolio manager may assist in managing certain hedge funds and may be entitled to receive a portion of any incentive fees earned on such funds and a portion of such incentive fees may be voluntarily or involuntarily deferred. Additional portfolio managers may in the future manage other such accounts or funds and may be entitled to receive incentive fees.

 

As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock has adopted a policy that is intended to ensure that investment opportunities are allocated fairly and equitably among client accounts over time. This policy also seeks to achieve reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base.

 

C-15


Compensation for the fiscal year completed December 31, 2008

 

BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock such as its Long-Term Retention and Incentive Plan.

 

Base compensation.     Generally, portfolio managers receive base compensation based on their seniority and/or their position with the firm. Senior portfolio managers who perform additional management functions within the portfolio management group or within BlackRock may receive additional compensation for serving in these other capacities.

 

Discretionary Incentive Compensation

 

Discretionary incentive compensation is based on a formulaic compensation program. BlackRock’s formulaic portfolio manager compensation program includes: pre-tax investment performance relative to appropriate competitors or benchmarks over 1-, 3- and 5-year performance periods and a measure of operational efficiency. If a portfolio manager’s tenure is less than five years, performance periods will reflect time in position. In most cases, including for the portfolio managers of the Fund, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Fund or other accounts managed by the portfolio managers are measured. BlackRock’s Chief Investment Officers determine the benchmarks against which the performance of funds and other accounts managed by each portfolio manager is compared and the period of time over which performance is evaluated. With respect to the portfolio managers, such benchmarks for the EQ/BlackRock Basic Value Equity Portfolio include the Russell 1000 Value Index.

 

Portfolio managers who meet relative investment performance and financial management objectives during a specified performance time period are eligible to receive an additional bonus which may or may not be a large part of their overall compensation. A smaller element of portfolio manager discretionary compensation may include consideration of: financial results, expense control, profit margins, strategic planning and implementation, quality of client service, market share, corporate reputation, capital allocation, compliance and risk control, leadership, workforce diversity, supervision, technology and innovation. All factors are considered collectively by BlackRock management.

 

Distribution of Discretionary Incentive Compensation

 

Discretionary incentive compensation is distributed to portfolio managers in a combination of cash and BlackRock, Inc. restricted stock units which vest ratably over a number of years. The BlackRock, Inc. restricted stock units, if properly vested, will be settled in BlackRock, Inc. common stock. Typically, the cash bonus, when combined with base salary, represents more than 60% of total compensation for the portfolio managers. Paying a portion of annual bonuses in stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods.

 

Long-Term Retention and Incentive Plan (“LTIP”) — The LTIP is a long-term incentive plan that seeks to reward certain key employees. Beginning in 2006, awards are granted under the LTIP in the form of BlackRock, Inc. restricted stock units that, if properly vested and subject to the attainment of certain performance goals, will be settled in BlackRock, Inc. common stock. Messrs. Rendino, Schansinger and Ms. King have each received awards under the LTIP.

 

C-16


Deferred Compensation Program — A portion of the compensation paid to eligible BlackRock employees may be voluntarily deferred into an account that tracks the performance of certain of the firm’s investment products. Each participant in the deferred compensation program is permitted to allocate his deferred amounts among the various investment options. Messrs. Rendino, Schansinger and Ms. King have each participated in the deferred compensation program.

 

Other compensation benefits.     In addition to base compensation and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:

 

Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 6% of eligible pay contributed to the plan capped at $4,000 per year, and a company retirement contribution equal to 3% of eligible compensation, plus an additional contribution of 2% for any year in which BlackRock has positive net operating income. The RSP offers a range of investment options, including registered investment companies managed by the firm. BlackRock contributions follow the investment direction set by participants for their own contributions or, absent employee investment direction, are invested into a balanced portfolio. The ESPP allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares or a dollar value of $25,000. Each portfolio manager is eligible to participate in these plans.

Ownership of Securities of the Portfolio as of December 31, 2008

 

Portfolio Manager   None  

$1-

$10,000

  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001 -
$1,000,000
 

Over

$1,000,000

EQ/BlackRock Basic Value Equity

Kevin Rendino

  X                        

Kurt Schansinger

  X                        

Carrie King

  X                        

 

C-17


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/BlackRock International Value (“Portfolio”)

BlackRock Investment Management International Limited (“Adviser”)

Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category, as of December 31, 2008.   Presented below for each of the categories is the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on the performance of the account.
  Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts   Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets

James A. MacMillan

                                               

Robert Weatherston

                                               

 

Description of any material conflicts

 

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account.

 

BlackRock has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Portfolio, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Portfolio. In addition, BlackRock, its affiliates and any officer, director, stockholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Portfolio. BlackRock, or any of its affiliates, or any officer, director, stockholder, employee or any member of their families may take different actions than those recommended to the Portfolio by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock’s (or its affiliates’) officers, directors or employees are director or officers, or companies as to which BlackRock or any of its affiliates or the officers, directors and employees of any of them has any substantial economic interest or possess material non-public information. Each portfolio manager also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for the Portfolio. In this regard, it should be noted that Mr. Macmillan currently manages certain accounts that are subject to performance fees. In addition, a portfolio manager may assist in managing certain hedge funds and may be entitled to receive a portion of any incentive fees earned on such funds and a portion of such incentive fees may be voluntarily or involuntarily deferred. Additional portfolio managers may in the future manage other such accounts or funds and may be entitled to receive incentive fees.

 

As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock has adopted a policy that is intended to ensure that investment opportunities are allocated fairly and equitably among client accounts over time. This policy also seeks to achieve reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base.

 

C-18


Compensation for the fiscal year completed December 31, 2008

 

Portfolio Manager Compensation Overview

 

BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock such as its Long-Term Retention and Incentive Plan.

 

Base compensation.     Generally, portfolio managers receive base compensation based on their seniority and/or their position with the firm. Senior portfolio managers who perform additional management functions within the portfolio management group or within BlackRock may receive additional compensation for serving in these other capacities.

 

Discretionary Incentive Compensation

 

Discretionary incentive compensation is based on a formulaic compensation program. BlackRock’s formulaic portfolio manager compensation program includes: pre-tax investment performance relative to appropriate competitors or benchmarks over 1-, 3- and 5-year performance periods and a measure of operational efficiency. If a portfolio manager’s tenure is less than five years, performance periods will reflect time in position. In most cases, including for the portfolio managers of the Fund, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Fund or other accounts managed by the portfolio managers are measured. BlackRock’s Chief Investment Officers determine the benchmarks against which the performance of funds and other accounts managed by each portfolio manager is compared and the period of time over which performance is evaluated. With respect to the portfolio managers, such benchmarks for the EQ/BlackRock International Value Portfolio include the MSCI EAFE Index.

 

Portfolio managers who meet relative investment performance and financial management objectives during a specified performance time period are eligible to receive an additional bonus which may or may not be a large part of their overall compensation. A smaller element of portfolio manager discretionary compensation may include consideration of: financial results, expense control, profit margins, strategic planning and implementation, quality of client service, market share, corporate reputation, capital allocation, compliance and risk control, leadership, workforce diversity, supervision, technology and innovation. All factors are considered collectively by BlackRock management.

 

Distribution of Discretionary Incentive Compensation

 

Discretionary incentive compensation is distributed to portfolio managers in a combination of cash and BlackRock, Inc. restricted stock units which vest ratably over a number of years. The BlackRock, Inc. restricted stock units, if properly vested, will be settled in BlackRock, Inc. common stock. Typically, the cash bonus, when combined with base salary, represents more than 60% of total compensation for the portfolio managers. Paying a portion of annual bonuses in stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods.

 

Long-Term Retention and Incentive Plan (“LTIP”) — The LTIP is a long-term incentive plan that seeks to reward certain key employees. Beginning in 2006, awards are granted under the LTIP in the form of BlackRock, Inc. restricted stock units that, if properly vested and subject to the attainment of certain performance goals, will be settled in BlackRock, Inc. common stock. Messrs. Macmillan and Weatherston have each received awards under the LTIP.

 

C-19


Deferred Compensation Program — A portion of the compensation paid to eligible BlackRock employees may be voluntarily deferred into an account that tracks the performance of certain of the firm’s investment products. Each participant in the deferred compensation program is permitted to allocate his deferred amounts among the various investment options. Messrs. Macmillan and Weatherston have each participated in the deferred compensation program.

 

Other compensation benefits.     In addition to base compensation and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:

 

Portfolio managers are also eligible to participate in broad-based plans offered generally to BlackRock employees, including broad-based retirement, health and other employee benefit plans. For example, BlackRock has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including a Group Personal Pension Plan (GPPP) and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution to the GPPP is between 6% to 15% (dependent on service related entitlement) of eligible pay capped at £150,000 per annum. The GPPP offers a range of investment options, including several collective investment funds managed by the firm. BlackRock contributions follow the investment direction set by participants for their own contributions or, in the absence of an investment election being made, are invested into a passive balanced managed fund. The ESPP allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares or a dollar value of $25,000. Each portfolio manager is eligible to participate in these plans.

 

Ownership of Securities of the Portfolio as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001 -
$1,000,000
 

Over

$1,000,000

EQ/BlackRock International Value

James A. Macmillan

  X                        

Robert Weatherston

  X                        

 

C-20


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

Boston Advisors LLC (“Adviser”)

EQ/Boston Advisers Equity Income

Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008  

Presented below for each of the categories is the number of

accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account

  Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts   Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

Assets

Michael J. Vogelzang

 

0

 

N/A

 

3

 

$114 Million

 

78

 

$132 Million

 

0

 

N/A

 

1

 

$7 Million

 

0

 

N/A

Douglas Riley

 

0

 

N/A

 

3

 

$114 Million

 

7

 

$34 Million

 

0

 

N/A

 

1

 

$7 Million

 

0

 

N/A

Lisa Sebesta

 

0

 

N/A

 

3

 

$114 Million

 

8

 

$49 Million

 

0

 

N/A

 

1

 

$7 Million

 

0

 

N/A

 

Description of Any Material Conflicts

 

While the Adviser does not perceive any actual conflicts of interest that are material to the Fund, potential conflicts of interest may exist as a result of the Adviser’s management of multiple accounts, allocating investments among such accounts, personal trading activities of the members of the portfolio management team and permissible use of soft dollars.

 

The Adviser manages multiple separately managed accounts for institutional and individual clients and a hedge fund (“Accounts”), each of which may have distinct investment objectives and strategies, some similar to the Fund and others different. At times the Adviser may determine that an investment opportunity may be appropriate for only some Accounts or may decide that certain of the Accounts should take differing positions with respect to a particular security. In these cases, the Adviser may place separate transactions for one or more separate Accounts, which may affect the market price of the security or the execution of the transaction, or both, to the detriment of one Account over another, including the Fund. The Adviser may receive a performance based fee or greater advisory fee for managing an Account than received for advising the Fund which may create an incentive to allocate more favorable transactions to such Accounts. The Adviser may, from time to time, recommend an Account purchase shares of the Fund. The Adviser or Adviser’s affiliates may buy or sell for itself, or other Accounts, investments that it recommends on behalf of the Fund. Consistent with its duty to seek best execution, the Adviser selects the broker with whom to execute transactions on behalf of the Fund. The Adviser utilizes soft dollars whereby it may purchase research and services using commission dollars generated by the Fund. Often, the research and services purchased using the Fund’s commissions benefit other Accounts of the Adviser. Soft dollars may create an actual or perceived conflict of interest whereas the Adviser may have an incentive to initiate more transactions to generate soft dollar credits or may select only those brokers willing to offer soft dollar credits when placing transactions for the Fund.

 

The Adviser has adopted a trade aggregation policy which requires that all clients be treated equitably and compliance policies and procedures. The trade aggregation policy and compliance policies and procedures are designed to detect the types of conflicts of interest described above. However, there is no guarantee that such procedures will always detect or prevent every situation in which an actual or perceived conflict of interest may arise.

 

C-21


Compensation for the fiscal year completed December 31, 2008

 

All of Boston Advisors, LLC institutional portfolio managers, with the exception of Michael J. Vogelzang, are compensated with a base salary based on market rate, a bonus and equity participation. Bonus is based on a percent of salary subject to achievement of internally established goals and relative performance of composite products managed by the institutional portfolio manager as measured against industry peer group rankings established by Evestment Alliance. Performance is account weighted, time weighted and evaluated on a pre-tax, annual basis. Discretionary bonuses may also be given. The method used to determine the portfolio manager’s compensation does not differ with respect to distinct institutional products managed by institutional portfolio managers. Regarding the compensation of Michael J. Vogelzang, as President of the Adviser and largest shareholder, his compensation is set by the Board of Directors and is influenced by firm profitability, achieving general investment performance objectives and reaching certain business targets.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Michael J. Vogelzang

  X                        

Douglas Riley

  X                        

Lisa Sebesta

  X                        

 

C-22


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/Calvert Socially Responsible (“Fund”)

Bridgeway Capital Management, Inc. (“Adviser”)

Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Presented below for each of the categories is the number of
accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account
 

Registered Investment

Companies

  Other Pooled Investment Vehicles   Other Accounts   Registered Investment Companies   Other Pooled
Investment Vehicles
  Other Accounts
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

Assets

John N.R. Montgomery

                                               

 

Description of Any Material Conflicts

 

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one fund or other account. Set forth below is a description of material conflicts of interest that may arise in connection with a portfolio manager who manages multiple funds and/or other accounts:

 

   

The management of multiple funds and/or other accounts may result in a portfolio manager devoting varying periods of time and attention to the management of each fund and/or other account. As a result, the portfolio manager may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as might be the case if he or she were to devote substantially more attention to the management of a single fund. The Adviser believes this problem may be significantly mitigated by its use of quantitative models, which drive stock picking decisions of its actively managed funds.

 

   

If a portfolio manager identifies an investment opportunity that may be suitable for more than one fund or other account, a fund may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible funds and other accounts. Accordingly, the Adviser has developed guidelines to address the priority order in allocating investment opportunities.

 

   

At times, a portfolio manager may determine that an investment opportunity may be appropriate for only some of the funds or other accounts for which he exercises investment responsibility, or may decide that certain of the funds or other accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may place separate transactions for one or more funds or other accounts, which may affect the market price of the security or the execution of the transaction, or both, to the detriment of one or more other funds or accounts.

 

   

With respect to securities transactions for the EQ/Calvert Socially Responsible Portfolio Fund (the “Fund”), the Adviser determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction. The Adviser may place separate, non-simultaneous, transactions for the Fund and another mutual fund or account that may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Fund or the other mutual fund or account. The Adviser seeks to mitigate this problem through a random rotation of order in the allocation of executed trades.

 

   

With respect to securities transactions for the Fund, the Adviser determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts (such as other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), the Adviser may be limited by the client with respect to the selection of brokers. In these cases, the

 

C-23


 

Adviser or its affiliates may place separate, non-simultaneous, transactions for the Fund and another mutual fund or account that may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the Fund or the other mutual fund or account.

 

   

The appearance of a conflict of interest may arise where the Adviser has an incentive, such as a performance based management fee or other differing fee structure, which relates to the management of one fund or other account but not all funds and accounts with respect to which a portfolio manager has day-to-day management responsibilities.

 

The Adviser has adopted certain compliance policies and procedures that are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which an actual or potential conflict may arise.

 

Compensation for the fiscal year completed December 31, 2008

 

The objective of Bridgeway Capital Management, Inc.’s (the “Adviser”) compensation program is to provide pay and long-term compensation for its employees (who are all referred to as “partners”) that is competitive with the mutual fund/investment advisory market relative to the Adviser’s size and geographical location. The Adviser evaluates competitive market compensation by reviewing compensation survey results conducted by independent third parties involved in investment industry compensation.

 

The members of the Adviser’s investment management team, including John Montgomery, participate in a compensation program that includes base salary, bonus and long-term incentives. Each member’s base salary is a function of industry salary rates and individual performance as measured against yearly goals. These goals typically include measures for integrity, communications (internal and external), team work, leadership and investment performance of their respective funds. The bonus portion of compensation also is a function of industry salary rates as well as the overall profitability of the Adviser relative to peer companies. The Adviser’s profitability is primarily affected by a) assets under management, b) management fees, for which some actively managed mutual funds have performance based fees relative to stock market benchmarks, c) operating costs of the Adviser and d) because the Adviser is an S-corporation, the amount of distributions to be made by the Adviser to its shareholders at least sufficient to satisfy the payment of taxes due on the Adviser’s income that is taxed to its shareholders under Subchapter S of the Internal Revenue Code.

 

Performance of the EQ/Calvert Socially Responsible Portfolio (the “Fund”) impacts overall compensation. Generally assets under management increase with positive long-term performance. An increase in assets increases total management fees and likely increases the Adviser’s profitability (although certain mutual funds do not demonstrate economies of scale and other funds have management fees which reflect economies of scale to shareholders).

 

Finally, all investment management team members participate in long-term incentive programs including a 401(k) Plan and ownership programs in the Adviser. With the exception of John Montgomery, investment team members (as well as all of the Adviser’s partners) participate in an Employee Stock Ownership Program or Phantom Stock Program of the Adviser or both. The value of this ownership is a function of the profitability and growth of the Adviser. The Adviser is an “S” Corporation with John Montgomery as the majority owner. Therefore, Mr. Montgomery does not participate in the ESOP, but the value of his ownership stake is impacted by the profitability and growth of the Adviser. However, by policy of the Adviser, John Montgomery may only receive distributions from the Sub-Adviser in an amount equal to the taxes incurred from his corporate ownership due to the “S” corporation structure.

 

C-24


Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

John N.R. Montgomery

  X                        

 

C-25


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/Caywood-Scholl High Yield Bond (“Fund”)

Caywood-Scholl Capital Management (“Adviser”)

Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Presented below for each of the categories is the number of
accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account
  Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts   Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
 

Total
Assets

  Number
of
Accounts
 

Total

Assets

Team Managed

Eric Scholl

 

1

 

$196 Million

 

1

 

$93 Million

 

20

 

$718 Million

 

0

 

N/A

 

0

 

N/A

 

0

 

N/A

Thomas Saake

 

1

 

$196 Million

 

1

 

$93 Million

 

20

 

$718 Million

 

0

 

N/A

 

0

 

N/A

 

0

 

N/A

 

Description of Any Material Conflicts

 

The Adviser’s portfolio managers face inherent conflicts of interest in their day-to-day management because they manage multiple accounts. For instance, to the extent that the Adviser’s Portfolio Managers manage accounts with different investment strategies, guidelines, and restrictions, they may from time to time be inclined to purchase securities for one account but not for another account. Additionally, some of the Adviser’s accounts managed by the Adviser’s Portfolio Managers have different fee structures which have the potential to be higher or lower, and in some cases significantly higher or lower, than the fees paid by the Portfolio. The differences in fee structures may provide an incentive to the the Adviser’s Portfolio Managers to allocate more favorable trades to the higher paying accounts. The effects of these inherent conflicts of interest are minimized by the fact that the Adviser has adopted and implemented policies and procedures for trade allocation that it believes address the potential conflicts associated with managing portfolios for multiple clients and ensures that all clients are treated fairly and equitably.

 

Compensation for the fiscal year completed December 31, 2008

 

The salary is fixed annually for each portfolio manager, the bonus is tied to overall profitability of the firm at a fixed percent, and the profit sharing contribution is up to 15% of salary and bonus limited to IRS guidelines. All accounts are managed on a team basis by the Portfolio management team and overall compensation applies with respect to all accounts. The benchmarks used for evaluating manager performance in reference to the Portfolio are the Merrill Lynch High Yield Master (Cash Pay) Index, Barclays Capital U.S. High Yield Index, and the Citigroup High Yield Index. The peer group used for evaluating manager performance in reference to the Portfolio is: Atlantic Asset Management, Columbia Management Group, Inc., Fort Washington Investment Advisors, Inc., Oaktree Capital Management, LLC, Pacific Investment Management Company LLC (PIMCO), Post Advisory Group LLC, Seix Advisors, Shenkman Capital Management, Inc., T. Rowe Price, and TCW Group. Account performance is evaluated over 1, 3, 5, 7, and 10 year periods. Performance is evaluated on a pre-tax basis and is account weighted.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Eric Scholl

  X                        

Thomas Saake

  X                        

 

C-26


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/Capital Guardian Growth (“Fund”)

Capital Guardian Trust Company (“Adviser”)

Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008  

Presented below for each of the categories is the number of

accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account

  Registered Investment
Companies 1
  Other Pooled
Investment Vehicles 2
  Other Accounts 3,4   Registered Investment
Companies 1
  Other Pooled
Investment Vehicles 2
  Other Accounts 3,4
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

Assets

David I. Fisher

 

9

 

$9.7 Billion

 

22

 

$16.6 Billion

 

165

 

$35.2 Billion

 

1

 

$57 Million

 

0

 

N/A

 

6

 

$1.1 Billion

Alan J. Wilson

 

11

 

$2.1 Billion

 

9

 

$2.4 Billion

 

62

 

$11.5 Billion

 

0

 

N/A

 

0

 

N/A

 

1

 

$82 Million

James S. Kang

 

10

 

$1.9 Billion

 

5

 

$73 Million

 

44

 

$6.21 Billion

 

0

 

N/A

 

0

 

N/A

 

1

 

$82 Million

Eric H. Stern

 

11

 

$1.8 Billion

 

11

 

$4.3 Billion

 

120

 

$24.1 Billion

 

0

 

N/A

 

0

 

N/A

 

14

 

$6.5 Billion

Todd James

 

5

 

$1.19 Billion

 

5

 

$28 Million

 

227

 

$5.4 Billion

 

0

 

N/A

 

0

 

N/A

 

1

 

$15 Million

1

Assets noted represent the total net assets of registered investment companies and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

2

Assets noted represent the total net assets of other pooled investment vehicles and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

3

Assets noted represent the total net assets of other accounts and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

4

Reflects other professionally managed accounts held at CGTC or companies affiliated with CGTC. Personal brokerage accounts of portfolio manager and their families are not reflected.

 

Description of Any Material Conflicts

 

The Adviser has adopted policies and procedures that address potential conflicts of interest that may arise between a portfolio manager’s management of the fund and his or her management of other funds and accounts, such as conflicts relating to the allocation of investment opportunities, personal investing activities, portfolio manager compensation and proxy voting of portfolio securities. While there is no guarantee that such policies and procedures will be effective in all cases, the Adviser believes that all issues relating to potential material conflicts of interest involving this portfolio and its other managed accounts have been addressed.

 

Compensation for the fiscal year completed December 31, 2008

 

The Adviser’s portfolio managers and investment analysts are paid competitive salaries. In addition, they may receive bonuses based on their individual portfolio results and also may participate in profit-sharing plans. The relative mix of compensation represented by bonuses, salary and profit sharing will vary depending on the individual’s portfolio results, contributions to the organization and other factors. To encourage a long-term focus, bonuses based on investment results are calculated by comparing pretax total investment returns to relevant benchmarks over the most recent year, a four-year rolling average and an eight-year rolling average with much greater weight placed on the four-year and eight-year rolling averages. For portfolio managers, benchmarks may include both measures of the marketplaces in which the relevant fund invests and measures of the results of comparable mutual funds or consultant universe measures of comparable institutional accounts. For investment analysts, benchmarks include both relevant market measures and appropriate industry indexes reflecting their areas of expertise. Analysts are also subjectively compensated for their contributions to the research process.

 

The benchmarks used to measure performance of the portfolio managers for the EQ/Capital Guardian Growth Portfolio include the Russell 1000 Growth Index and a customized Growth index based on the Lipper Growth Funds Index.

 

C-27


Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

David I. Fisher

  X                        

Alan J. Wilson

  X                        

James S. Kang

  X                        

Eric H. Stern

  X                        

Todd James

  X                        

 

C-28


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/Capital Guardian Research (“Fund”)

Capital Guardian Trust Company (“Adviser”)

Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008  

Presented below for each of the categories is the number of

accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account

  Registered Investment Companies 1   Other Pooled Investment Vehicles 2   Other Accounts 3,4   Registered Investment
Companies 1
  Other Pooled
Investment Vehicles 2
  Other Accounts 3,4
  Number of Accounts   Total Assets   Number of Accounts   Total Assets   Number of Accounts   Total Assets   Number
of Accounts
 

Total

Assets

  Number
of Accounts
  Total Assets   Number of Accounts  

Total

Assets

Cheryl Frank

 

1

 

$69 Million

 

2

 

$12 Million

 

6

 

$2.23 Billion

 

0

 

N/A

 

0

 

N/A

 

0

 

N/A

Irfan Fumiturewala

 

0

 

N/A

 

0

 

N/A

 

0

 

N/A

 

0

 

N/A

 

0

 

N/A

 

0

 

N/A

1

Assets noted represent the total net assets of registered investment companies and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

2

Assets noted represent the total net assets of other pooled investment vehicles and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

3

Assets noted represent the total net assets of other accounts and are not indicative of the total assets managed by the individual which will be a substantially lower amount.

4

Reflects other professionally managed accounts held at CGTC or companies affiliated with CGTC. Personal brokerage accounts of portfolio manager and their families are not reflected.

 

Description of Any Material Conflicts

 

The Adviser has adopted policies and procedures that address potential conflicts of interest that may arise between a portfolio manager’s management of the fund and his or her management of other funds and accounts, such as conflicts relating to the allocation of investment opportunities, personal investing activities, portfolio manager compensation and proxy voting of portfolio securities. While there is no guarantee that such policies and procedures will be effective in all cases, the Adviser believes that all issues relating to potential material conflicts of interest involving this portfolio and its other managed accounts have been addressed.

 

Compensation for the fiscal year completed December 31, 2008

 

Investment analysts are paid competitive salaries, a bonus that is directly tied to individual investment results and may participate in our profit sharing plan. Analysts also receive a subjective bonus that is based on their contribution to the research process. The relative mix of compensation represented by salary, bonuses and profit sharing will vary depending on the individual’s portfolio results, contributions to the organization and other factors. To encourage a long-term focus, the investment bonus is calculated by comparing pre-tax total investment returns to relevant benchmarks over the most recent year, a four-year rolling average and an eight-year rolling average. Much greater weight is placed on the four-year and eight-year rolling averages. For investment analysts, benchmarks include both appropriate industry indices reflecting their areas of expertise and relevant market measures.

Research Portfolio Coordinators are compensated in the manner described above in their role as analyst. For the EQ/Capital Guardian Research Portfolio, the relevant benchmarks for the Research Portfolio Coordinators include the S&P 500 Index and a customized Growth and Income index based on Lipper Growth and Income Funds Index.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Cheryl Frank

  X                        

Irfan Fumiturewala

  X                        

 

C-29


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/Davis New York Venture (“Fund”)

Davis Selected Advisers, L.P. (“Adviser”)

Portfolio manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Presented below for each of the categories is the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on the performance of the account
    Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts   Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts
    Number of Accounts   Total Assets   Number of Accounts   Total Assets   Number of Accounts   Total Assets   Number of Accounts   Total Assets   Number of Accounts   Total Assets   Number of Accounts   Total Assets

Christopher C. Davis

                                               

Kenneth Charles Feinberg

                                               
* Managed money/wrap accounts have been counted at the sponsor level.

 

Description of Any Material Conflicts

 

Actual or apparent conflicts of interest may arise when a portfolio manager has day-to-day management responsibilities with respect to more than one portfolio or other account. More specifically, portfolio managers who manage multiple portfolios and/or other accounts are presented with the following potential conflicts:

 

The management of multiple portfolios and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each portfolio and/or other account. The Adviser seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment weightings that are used in connection with the management of the portfolios.

 

If a portfolio manager identifies a limited investment opportunity which may be suitable for more than one portfolio or other account, a portfolio may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible portfolios and other accounts. To deal with these situations, the Adviser has adopted procedures for allocating portfolio transactions across multiple accounts.

 

With respect to securities transactions for the portfolios, the Adviser determines which broker to use to execute each order, consistent with its duty to seek best execution of the transaction. However, with respect to certain other accounts (such as mutual funds, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), the Adviser may be limited by the client with respect to the selection of brokers or may be instructed to direct trades through a particular broker. In these cases, the Adviser may place separate, non-simultaneous, transactions for a portfolio and another account which may temporarily affect the market price of the security or the execution of the transaction, or both, to the detriment of the portfolio or the other account.

 

Finally, substantial investment of the Adviser or Davis Family assets in certain mutual funds may lead to conflicts of interest. To mitigate these potential conflicts of interest, the Adviser has adopted policies and procedures intended to ensure that all clients are treated fairly over time. The Adviser does not receive an incentive based fee on any account.

 

C-30


Compensation for the fiscal year completed December 31, 2008

 

Kenneth Feinberg’s compensation for services provided to the Adviser consists of (i) a base salary, (ii) an annual bonus equal to a percentage of growth in the Adviser’s profits, (iii) awards of equity (“Units”) in the Adviser including Units, options on Units, and/or phantom Units, and (iv) an incentive plan whereby the Adviser purchases shares in selected funds managed by the Adviser. At the end of specified periods, generally five-years following the date of purchase, some, all, or none of the fund shares will be registered in the employee’s name based on fund performance after expenses on a pre-tax basis versus the S&P 500 Index and versus peer groups as defined by Morningstar or Lipper. The Adviser’s portfolio managers are provided benefits packages including life insurance, health insurance, and participation in company 401(k) plan comparable to that received by other company employees.

 

Christopher Davis’ compensation for services provided to the Adviser consists of a base salary. The Adviser’s portfolio managers are provided benefits packages including life insurance, health insurance, and participation in company 401(k) plan comparable to that received by other company employees.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
  over
$1,000,000

Christopher C. Davis

  X**                        

Kenneth Charles Feinberg

  X**                        
** Both Christopher C. Davis and Kenneth C. Feinberg have over $1 million invested in the Davis Funds which are managed in a similar fashion as the EQ/Davis New York Venture Portfolio.

 

C-31


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/Evergreen Omega (“Fund”)

Evergreen Investment Management Company, LLC (“Adviser”)

Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Presented below for each of the categories is the number of
accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account
  Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts   Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

Assets

Aziz Hamzaogullari, CFA

                                               

 

Description of Any Material Conflicts

 

The portfolio manager for EQ/Evergreen Omega generally faces two types of conflicts of interest: (1) conflicts between and among the interests of the various accounts they manage, and (2) conflicts between the interests of the accounts they manage and their own personal interests. The policies of Evergreen require that portfolio managers treat all accounts they manage equitably and fairly in the face of such real or potential conflicts.

 

The management of multiple funds and other accounts may require the portfolio manager to devote less than all of his or her time to a fund, particularly if the funds and accounts have different objectives, benchmarks and time horizons. The portfolio manager may also be required to allocate his or her investment ideas across multiple funds and accounts. In addition, if a portfolio manager identifies a limited investment opportunity, such as an initial public offering, that may be suitable for more than one fund or other account, a Portfolio may not be able to take full advantage of that opportunity due to an allocation of that investment across all eligible funds and accounts. Further, security purchase and sale orders for multiple accounts often are aggregated for purpose of execution. Although such aggregation generally benefits clients, it may cause the price or brokerage costs to be less favorable to a particular client than if similar transactions were not being executed concurrently for other accounts. It may also happen that a fund’s adviser or sub-adviser will determine that it would be in the best interest, and consistent with the investment policies, of another account to sell a security (including by means of a short sale) that a fund holds long, potentially resulting in a decrease in the market value of the security held by the fund.

 

Evergreen does not receive a performance fee for its management of the Portfolios. Evergreen does receive a performance fee for its management of Evergreen Large Cap Equity Fund. Evergreen and/or a portfolio manager may have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the Portfolios — for instance, those that pay a higher advisory fee and/or have a performance fee. The policies of Evergreen, however, require that portfolio managers treat all accounts they manage equitably and fairly.

 

As noted above, portfolio managers may also experience certain conflicts between the interests of the accounts they manage and their own personal interests (which may include interests in advantaging Evergreen, or a sub-adviser). The structure of a portfolio manager’s or an investment adviser’s compensation may create an incentive for the manager or adviser to favor accounts whose performance has a greater impact on such compensation. The portfolio manager may, for example, have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor such accounts. Similarly, if a portfolio manager holds a larger personal investment in one fund than he or she does in another, the portfolio manager may have an incentive to favor the fund in which he or she holds a larger stake.

 

C-32


The Evergreen funds may engage in cross trades, in which one Evergreen fund sells a particular security to another Evergreen fund or account (potentially saving transaction costs for both accounts). Cross trades may pose a potential conflict of interest if, for example, one account sells a security to another account at a higher price than an independent third party would pay.

 

In general, Evergreen has policies and procedures to address the various potential conflicts of interest described above. The adviser has policies and procedures designed to ensure that portfolio managers have sufficient time and resources to devote to the various accounts they manage. Similarly, the firm has policies and procedures designed to ensure that investments and investment opportunities are allocated fairly across accounts, and that the interests of client accounts are placed ahead of a portfolio manager’s personal interests. However, there is no guarantee that such procedures will detect or address each and every situation where a conflict arises.

 

Compensation for the fiscal year completed December 31, 2008

 

For Evergreen, portfolio managers’ compensation consists primarily of a base salary and an annual bonus. Each portfolio manager’s base salary is reviewed annually and adjusted based on consideration of various factors specific to the individual portfolio manager, including, among others, experience, quality of performance record and breadth of management responsibility, and a comparison to competitive market data provided by external compensation consultants. The annual bonus pool for portfolio managers and other employees that are eligible to receive bonuses is determined based on the overall profitability of the firm during the relevant year. Certain portfolio managers may have bonuses predetermined at certain amounts for certain periods of time.

 

The annual bonus has an investment performance component, which accounts for a majority of the annual bonus, and a subjective evaluation component. The bonus is typically paid in a combination of cash and equity incentive awards (non-qualified stock options and/or restricted stock) in Wachovia Corporation, Evergreen’s publicly traded parent company. The amount of the investment performance component is based on the pre-tax investment performance of the funds and accounts managed by the individual (or one or more appropriate composites of such funds and accounts) over the prior five years compared to the performance over the same time period of an appropriate benchmark (typically a broad-based index or universe of external funds or managers with similar characteristics). See the information below relating to other funds and accounts managed by the portfolio managers for the specific benchmarks used in evaluating performance. In calculating the amount of the investment performance component, performance for the most recent year is weighted 25%, performance for the most recent three-year period is weighted 50% and performance for the most recent five-year period is weighted 25%. In general, the investment performance component is determined using a weighted average of investment performance of each product managed by the portfolio manager, with the weighting done based on the amount of assets the portfolio manager is responsible for in each such product. For example, if a portfolio manager was to manage a mutual fund with $400 million in assets and separate accounts totaling $100 million in assets, performance with respect to the mutual fund would be weighted 80% and performance with respect to the separate accounts would be weighted 20%. In certain cases, portfolio weights within the composite may differ from the actual weights as determined by assets. For example, a very small fund’s weight within a composite may be increased to create a meaningful contribution.

 

To be eligible for an investment performance related bonus, the time-weighted average percentile rank must be above the 50 th percentile. A portfolio manager has the opportunity to maximize the investment performance component of the incentive payout by generating performance at or above the 25 th percentile level.

 

In determining the subjective evaluation component of the bonus, each manager is measured against predetermined objectives and evaluated in light of other discretionary considerations. Objectives are set in several categories, including teamwork, participation in various assignments, leadership, and development of staff.

 

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For calendar year 2008, the investment performance component of each portfolio manager’s bonus will be determined based on comparisons to the benchmarks (either to the individual benchmark or one or more composites of all or some of such benchmarks) indicated below. The benchmarks may change for purposes of calculating bonus compensation for calendar year 2008.

 

Portfolio Manager   Benchmarks
Aziz Hamzaogullari   Lipper MultiCap Growth Index

 

Evergreen portfolio managers that manage certain privately offered pooled investment vehicles may also receive a portion of the advisory fees and/or performance fees charged by Evergreen (or an affiliate of Evergreen) to such clients. None of the portfolio managers of the Portfolios receives such compensation.

 

In addition, portfolio managers may participate, at their election, in various benefits programs, including the following:

 

   

medical, dental, vision and prescription benefits,

 

   

life, disability and long-term care insurance,

 

   

before-tax spending accounts relating to dependent care, health care, transportation and parking, and

 

   

various other services, such as family counseling and employee assistance programs, prepaid or discounted legal services, health care advisory programs and access to discount retail services.

 

These benefits are broadly available to Evergreen employees. Senior level employees, including many portfolio managers but also including many other senior level executives, may pay more or less than employees that are not senior level for certain benefits, or be eligible for, or required to participate in, certain benefits programs not available to employees who are not senior level. For example, only senior level employees above a certain compensation level are eligible to participate in the Wachovia Corporation deferred compensation plan, and certain senior level employees are required to participate in the deferred compensation plan.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Aziz Hamzaogullari

  X                        

 

C-34


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/Franklin Income Core (“Fund”)
Portfolio Manager  

Presented below for each portfolio manager is the number of other

accounts managed by the portfolio manager and the total

assets in the accounts managed within each category as of

December 31, 2008

 

Presented below for each of the categories is the number of

accounts and the total assets of the accounts with respect to which

the advisory fee is based on the performance of the account

 

Registered Investment

Companies

 

Other Pooled

Investment Vehicles

  Other Accounts   Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts
    Number
of Accts.
 

Total

Assets

  Number of
Accts.
 

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

Franklin Advisers, Inc.

                                                 

BlackRock Investment Management, LLC

                                                 
                                                 
                                                 

 

FRANKLIN ADVISERS, INC.

 

Description of Any Material Conflicts

 

Portfolio managers that provide investment services to the Fund may also provide services to a variety of other investment products, including other funds, institutional accounts and private accounts. The advisory fees for some of such other products and accounts may be different than that charged to the Fund and may include performance based compensation. This may result in fees that are higher (or lower) than the advisory fees paid by the Fund. As a matter of policy, each fund or account is managed solely for the benefit of the beneficial owners thereof. As discussed below, the separation of the trading execution function from the portfolio management function and the application of objectively based trade allocation procedures helps to mitigate potential conflicts of interest that may arise as a result of the portfolio managers managing accounts with different advisory fees.

 

The management of multiple funds, including the Fund, and accounts may also give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. The Adviser seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in connection with the management of the Fund. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which may minimize the potential for conflicts of interest. The separate management of the trade execution and valuation functions from the portfolio management process also helps to reduce potential conflicts of interest. However, securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund. Moreover, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and other accounts. The Adviser seeks to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.

 

The structure of a portfolio manager’s compensation may give rise to potential conflicts of interest. A portfolio manager’s base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such, there may be an indirect relationship between a portfolio manager’s marketing or sales efforts and his or her bonus.

 

C-35


Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. While the Adviser has adopted a code of ethics which it believes contains provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts of interest.

 

The Adviser and the Fund have adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

 

Compensation for the fiscal year completed December 31, 2008

 

The Adviser seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager’s level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager’s compensation consists of the following three elements:

 

Base Salary  — Each portfolio manager is paid a base salary.

 

Annual Bonu s — Annual bonuses are structured to align the interests of the portfolio manager with those of a Fund’s shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Franklin Resources stock (17.5% to 25%) and mutual fund shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Franklin Resources and mutual funds advised by the Adviser. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and Fund shareholders. The Chief Investment Officer of the Adviser and/or other officers of the Adviser, with responsibility for the Fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:

 

Investment Performance  — Primary consideration is given to the historic investment performance over the 1, 3 and 5 preceding years of all accounts managed by the portfolio manager. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.

 

Non-Investment Performance  — The more qualitative contributions of a portfolio manager to the Adviser’s business and the investment management team, including professional knowledge, productivity, responsiveness to client needs and communication, are evaluated in determining the amount of any bonus award.

 

Responsibilities  — The characteristics and complexity of funds managed by the portfolio manager are factored in the manager’s appraisal.

 

Additional Long-Term Equity-Based Compensation  — Portfolio managers may also be awarded restricted shares or units of Franklin Resources stock or restricted shares or units of one or more mutual funds, and options to purchase common shares of Franklin Resources stock. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.

 

Portfolio managers also participate in benefit plans and programs available generally to all employees of the manager.

 

C-36


Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
  over
$1,000,000

Edward D. Perks, CFA

  X                        

Charles B. Johnson

  X                        

 

BLACKROCK INVESTMENT MANAGEMENT LLC

 

Description of any material conflicts

 

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account.

 

BlackRock and its affiliates has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Portfolio, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Portfolio. In addition, BlackRock, its affiliates and any officer, director, stockholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Portfolio. BlackRock, or any of its affiliates, or any officer, director, stockholder, employee or any member of their families may take different actions than those recommended to the Portfolio by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock’s (or its affiliates’) officers, directors or employees are directors or officers, or companies as to which BlackRock or any of its affiliates or the officers, directors and employees of any of them has any substantial economic interest or possess material non-public information. Each portfolio manager also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for the Portfolio. In this regard, it should be noted that a portfolio manager may currently manage certain accounts that are subject to performance fees. In addition, a portfolio manager may assist in managing certain hedge funds and may be entitled to receive a portion of any incentive fees earned on such funds and a portion of such incentive fees may be voluntarily or involuntarily deferred. Additional portfolio managers may in the future manage other such accounts or funds and may be entitled to receive incentive fees.

 

As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock has adopted a policy that is intended to ensure that investment opportunities are allocated fairly and equitably among client accounts over time. This policy also seeks to achieve reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base.

 

Compensation for the fiscal year completed December 31, 2008

 

BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources.

 

C-37


Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock such as its Long-Term Retention and Incentive Plan.

 

Base compensation.     Generally, portfolio managers receive base compensation based on their seniority and/or their position with the firm. Senior portfolio managers who perform additional management functions within the portfolio management group or within BlackRock may receive additional compensation for serving in these other capacities.

 

Discretionary Incentive Compensation

 

Discretionary incentive compensation is based on a formulaic compensation program. BlackRock’s formulaic portfolio manager compensation program includes: pre-tax investment performance relative to appropriate competitors or benchmarks over 1-, 3- and 5-year performance periods and a measure of operational efficiency. If a portfolio manager’s tenure is less than five years, performance periods will reflect time in position. In most cases, including for the portfolio managers of the Fund, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Fund or other accounts managed by the portfolio managers are measured. BlackRock’s Chief Investment Officers determine the benchmarks against which the performance of funds and other accounts managed by each portfolio manager is compared and the period of time over which performance is evaluated. With respect to the portfolio managers, such benchmarks for the EQ/BlackRock Basic Value Equity Portfolio include the Russell 1000 Value Index.

 

Portfolio managers who meet relative investment performance and financial management objectives during a specified performance time period are eligible to receive an additional bonus which may or may not be a large part of their overall compensation. A smaller element of portfolio manager discretionary compensation may include consideration of: financial results, expense control, profit margins, strategic planning and implementation, quality of client service, market share, corporate reputation, capital allocation, compliance and risk control, leadership, workforce diversity, supervision, technology and innovation. All factors are considered collectively by BlackRock management.

 

Distribution of Discretionary Incentive Compensation

 

Discretionary incentive compensation is distributed to portfolio managers in a combination of cash and BlackRock, Inc. restricted stock units which vest ratably over a number of years. The BlackRock, Inc. restricted stock units, if properly vested, will be settled in BlackRock, Inc. common stock. Typically, the cash bonus, when combined with base salary, represents more than 60% of total compensation for the portfolio managers. Paying a portion of annual bonuses in stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods.

 

Long-Term Retention and Incentive Plan (“LTIP”) — The LTIP is a long-term incentive plan that seeks to reward certain key employees. Beginning in 2006, awards are granted under the LTIP in the form of BlackRock, Inc. restricted stock units that, if properly vested and subject to the attainment of certain performance goals, will be settled in BlackRock, Inc. common stock. Messrs. Rendino, Schansinger and Ms. King have each received awards under the LTIP.

 

Deferred Compensation Program — A portion of the compensation paid to eligible BlackRock employees may be voluntarily deferred into an account that tracks the performance of certain of the firm’s investment products. Each participant in the deferred compensation program is permitted to allocate his deferred amounts among the various investment options. Messrs. Rendino, Schansinger and Ms. King have each participated in the deferred compensation program.

 

C-38


Other compensation benefits.     In addition to base compensation and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:

 

Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 6% of eligible pay contributed to the plan capped at $4,000 per year, and a company retirement contribution equal to 3% of eligible compensation, plus an additional contribution of 2% for any year in which BlackRock has positive net operating income. The RSP offers a range of investment options, including registered investment companies managed by the firm. BlackRock contributions follow the investment direction set by participants for their own contributions or, absent employee investment direction, are invested into a balanced portfolio. The ESPP allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares or a dollar value of $25,000. Each portfolio manager is eligible to participate in these plans.

 

Ownership of Securities of the Portfolio as of December 31, 2008

 

Portfolio Manager   None  

$1-

$10,000

  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001 -
$1,000,000
 

Over

$1,000,000

    X                        
    X                        
    X                        

 

C-39


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/AXA Franklin Small Cap Value Core (“Fund”)
Portfolio Manager  

Presented below for each portfolio manager is the number of other

accounts managed by the portfolio manager and the total

assets in the accounts managed within each category as of

December 31, 2008

 

Presented below for each of the categories is the number of

accounts and the total assets of the accounts with respect to which

the advisory fee is based on the performance of the account

 

Registered Investment

Companies

 

Other Pooled

Investment Vehicles

  Other Accounts   Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts
    Number
of Accts.
 

Total

Assets

  Number of
Accts.
 

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

Franklin Advisory Services

                                                 

BlackRock Investment Management LLC

                                                 
                                                 
                                                 

 

FRANKLIN ADVISORY SERVICES, LLC

 

Description of Any Material Conflicts

 

Portfolio managers that provide investment services to the Fund may also provide services to a variety of other investment products, including other funds, institutional accounts and private accounts. The advisory fees for some of such other products and accounts may be different than that charged to the Fund and may include performance based compensation. This may result in fees that are higher (or lower) than the advisory fees paid by the Fund. As a matter of policy, each fund or account is managed solely for the benefit of the beneficial owners thereof. As discussed below, the separation of the trading execution function from the portfolio management function and the application of objectively based trade allocation procedures helps to mitigate potential conflicts of interest that may arise as a result of the portfolio managers managing accounts with different advisory fees.

 

The management of multiple funds, including the Fund, and accounts may also give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. The Adviser seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in connection with the management of the Fund. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which may minimize the potential for conflicts of interest. The separate management of the trade execution and valuation functions from the portfolio management process also helps to reduce potential conflicts of interest. However, securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund. Moreover, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and other accounts. The Adviser seeks to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.

 

The structure of a portfolio manager’s compensation may give rise to potential conflicts of interest. A portfolio manager’s base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such, there may be an indirect relationship between a portfolio manager’s marketing or sales efforts and his or her bonus.

 

C-40


Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. While the Adviser has adopted a code of ethics which it believes contains provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts of interest.

 

The Adviser and the Fund have adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

 

Compensation for the fiscal year completed December 31, 2008

 

The Adviser seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager’s level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager’s compensation consists of the following three elements:

 

Base Salary  — Each portfolio manager is paid a base salary.

 

Annual Bonus  — Annual bonuses are structured to align the interests of the portfolio manager with those of the Fund’s shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Franklin Resources stock (17.5% to 25%) and mutual fund shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Franklin Resources and mutual funds advised by the Adviser. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and Fund shareholders. The Chief Investment Officer of the Adviser and/or other officers of the Adviser, with responsibility for the Fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:

 

Investment Performance  — Primary consideration is given to the historic investment performance over the 1, 3 and 5 preceding years of all accounts managed by the portfolio manager. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.

 

Non-Investment Performance  — The more qualitative contributions of a portfolio manager to the Adviser’s business and the investment management team, including professional knowledge, productivity, responsiveness to client needs and communication, are evaluated in determining the amount of any bonus award.

 

Responsibilities  — The characteristics and complexity of funds managed by the portfolio manager are factored in the manager’s appraisal.

 

Additional Long-Term Equity-Based Compensation  — Portfolio managers may also be awarded restricted shares or units of Franklin Resources stock or restricted shares or units of one or more mutual funds, and options to purchase common shares of Franklin Resources stock. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.

 

C-41


Portfolio managers also participate in benefit plans and programs available generally to all employees of the manager.

 

Ownership of Securities of the Funds as of December 31, 2008

 

Portfolio Manager   None   $1 -
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
  over
$1,000,000

William J. Lippman

  X                        

Bruce C. Baughman, CPA

  X                        

Margaret McGee

  X                        

Donald G. Taylor, CPA

  X                        

Y. Dogan Sahin, CFA

  X                        

 

BLACKROCK INVESTMENT MANAGEMENT LLC

 

Description of any material conflicts

 

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account.

 

BlackRock and its affiliates has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Portfolio, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Portfolio. In addition, BlackRock, its affiliates and any officer, director, stockholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Portfolio. BlackRock, or any of its affiliates, or any officer, director, stockholder, employee or any member of their families may take different actions than those recommended to the Portfolio by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock’s (or its affiliates’) officers, directors or employees are directors or officers, or companies as to which BlackRock or any of its affiliates or the officers, directors and employees of any of them has any substantial economic interest or possess material non-public information. Each portfolio manager also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for the Portfolio. In this regard, it should be noted that a portfolio manager may currently manage certain accounts that are subject to performance fees. In addition, a portfolio manager may assist in managing certain hedge funds and may be entitled to receive a portion of any incentive fees earned on such funds and a portion of such incentive fees may be voluntarily or involuntarily deferred. Additional portfolio managers may in the future manage other such accounts or funds and may be entitled to receive incentive fees.

 

As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock has adopted a policy that is intended to ensure that investment opportunities are allocated fairly and equitably among client accounts over time. This policy also seeks to achieve reasonable efficiency

 

C-42


in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base.

 

Compensation for the fiscal year completed December 31, 2008

 

BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock such as its Long-Term Retention and Incentive Plan.

 

Base compensation.     Generally, portfolio managers receive base compensation based on their seniority and/or their position with the firm. Senior portfolio managers who perform additional management functions within the portfolio management group or within BlackRock may receive additional compensation for serving in these other capacities.

 

Discretionary Incentive Compensation

 

Discretionary incentive compensation is based on a formulaic compensation program. BlackRock’s formulaic portfolio manager compensation program includes: pre-tax investment performance relative to appropriate competitors or benchmarks over 1-, 3- and 5-year performance periods and a measure of operational efficiency. If a portfolio manager’s tenure is less than five years, performance periods will reflect time in position. In most cases, including for the portfolio managers of the Fund, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Fund or other accounts managed by the portfolio managers are measured. BlackRock’s Chief Investment Officers determine the benchmarks against which the performance of funds and other accounts managed by each portfolio manager is compared and the period of time over which performance is evaluated. With respect to the portfolio managers, such benchmarks for the EQ/BlackRock Basic Value Equity Portfolio include the Russell 1000 Value Index.

 

Portfolio managers who meet relative investment performance and financial management objectives during a specified performance time period are eligible to receive an additional bonus which may or may not be a large part of their overall compensation. A smaller element of portfolio manager discretionary compensation may include consideration of: financial results, expense control, profit margins, strategic planning and implementation, quality of client service, market share, corporate reputation, capital allocation, compliance and risk control, leadership, workforce diversity, supervision, technology and innovation. All factors are considered collectively by BlackRock management.

 

Distribution of Discretionary Incentive Compensation

 

Discretionary incentive compensation is distributed to portfolio managers in a combination of cash and BlackRock, Inc. restricted stock units which vest ratably over a number of years. The BlackRock, Inc. restricted stock units, if properly vested, will be settled in BlackRock, Inc. common stock. Typically, the cash bonus, when combined with base salary, represents more than 60% of total compensation for the portfolio managers. Paying a portion of annual bonuses in stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods.

 

Long-Term Retention and Incentive Plan (“LTIP”) — The LTIP is a long-term incentive plan that seeks to reward certain key employees. Beginning in 2006, awards are granted under the LTIP in the form of BlackRock, Inc. restricted stock units that, if properly vested and subject to the attainment of certain

 

C-43


performance goals, will be settled in BlackRock, Inc. common stock. Messrs. Rendino, Schansinger and Ms. King have each received awards under the LTIP.

 

Deferred Compensation Program — A portion of the compensation paid to eligible BlackRock employees may be voluntarily deferred into an account that tracks the performance of certain of the firm’s investment products. Each participant in the deferred compensation program is permitted to allocate his deferred amounts among the various investment options. Messrs. Rendino, Schansinger and Ms. King have each participated in the deferred compensation program.

 

Other compensation benefits.     In addition to base compensation and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:

 

Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 6% of eligible pay contributed to the plan capped at $4,000 per year, and a company retirement contribution equal to 3% of eligible compensation, plus an additional contribution of 2% for any year in which BlackRock has positive net operating income. The RSP offers a range of investment options, including registered investment companies managed by the firm. BlackRock contributions follow the investment direction set by participants for their own contributions or, absent employee investment direction, are invested into a balanced portfolio. The ESPP allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares or a dollar value of $25,000. Each portfolio manager is eligible to participate in these plans.

 

Ownership of Securities of the Portfolio as of December 31, 2008

 

Portfolio Manager   None  

$1-

$10,000

  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001 -
$1,000,000
 

Over

$1,000,000

 
                             
                             
                             

 

C-44


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/AXA Mutual Shares Core (“Fund”)
Portfolio Manager  

Presented below for each portfolio manager is the number of other

accounts managed by the portfolio manager and the total

assets in the accounts managed within each category as of

December 31, 2008

 

Presented below for each of the categories is the number of

accounts and the total assets of the accounts with respect to which

the advisory fee is based on the performance of the account

 

Registered Investment

Companies

 

Other Pooled

Investment Vehicles

  Other Accounts   Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts
    Number
of Accts.
 

Total

Assets

  Number of
Accts.
 

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

Franklin Mutual Advisers, LLC
                                                 
BlackRock Investment Management LLC
                                                 
                                                 
                                                 

 

FRANKLIN MUTUAL ADVISERS, LLC

 

Description of Any Material Conflicts

 

Portfolio managers that provide investment services to the Fund may also provide services to a variety of other investment products, including other funds, institutional accounts and private accounts. The advisory fees for some of such other products and accounts may be different than that charged to the Fund and may include performance based compensation. This may result in fees that are higher (or lower) than the advisory fees paid by the Fund. As a matter of policy, each fund or account is managed solely for the benefit of the beneficial owners thereof. As discussed below, the separation of the trading execution function from the portfolio management function and the application of objectively based trade allocation procedures helps to mitigate potential conflicts of interest that may arise as a result of the portfolio managers managing accounts with different advisory fees.

 

The management of multiple funds, including the Fund, and accounts may also give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. The Adviser seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in connection with the management of the Fund. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which may minimize the potential for conflicts of interest. The separate management of the trade execution and valuation functions from the portfolio management process also helps to reduce potential conflicts of interest. However, securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund. Moreover, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and other accounts. The Adviser seeks to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.

 

The structure of a portfolio manager’s compensation may give rise to potential conflicts of interest. A portfolio manager’s base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such, there may be an indirect relationship between a portfolio manager’s marketing or sales efforts and his or her bonus.

 

C-45


Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. While the Adviser has adopted a code of ethics which it believes contains provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts of interest.

 

The Adviser and the Fund have adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

 

Compensation for the fiscal year completed December 31, 2008

 

The Adviser seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager’s level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager’s compensation consists of the following three elements:

 

Base Salary  — Each portfolio manager is paid a base salary.

 

Annual Bonus  — Annual bonuses are structured to align the interests of the portfolio manager with those of the Fund’s shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Franklin Resources stock (17.5% to 25%) and mutual fund shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Franklin Resources and mutual funds advised by the Adviser. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and Fund shareholders. The Chief Investment Officer of the Adviser and/or other officers of the Adviser, with responsibility for the Fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:

 

Investment Performance  — Primary consideration is given to the historic investment performance over the 1, 3 and 5 preceding years of all accounts managed by the portfolio manager. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.

 

Non-Investment Performance  — The more qualitative contributions of a portfolio manager to the Adviser’s business and the investment management team, including business knowledge, contribution to team efforts, mentoring of junior staff, and contribution to the marketing of the Funds, are evaluated in determining the amount of any bonus award.

 

Research  — Where the portfolio management team also has research responsibilities, each portfolio manager is evaluated on the number and performance of recommendations over time.

 

Responsibilities  — The characteristics and complexity of funds managed by the portfolio manager are factored in the manager’s appraisal.

 

Additional Long-Term Equity-Based Compensation  — Portfolio managers may also be awarded restricted shares or units of Franklin Resources stock or restricted shares or units of one or more mutual funds, and options to purchase common shares of Franklin Resources stock. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.

 

C-46


Portfolio managers also participate in benefit plans and programs available generally to all employees of the manager.

 

Peter Langerman, as the Chief Executive Officer of the Adviser, may participate in a separate bonus opportunity that is linked to the achievement of certain objectives, such as team development, defining the research and investment management process and maintaining cost efficiencies.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1 -
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
  over
$1,000,000

Peter A. Langerman

  X                        

Deborah A. Turner, CFA

  X                        

F. David Segal, CFA

  X                        

 

BLACKROCK INVESTMENT MANAGEMENT LLC

 

Description of any material conflicts

 

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account.

 

BlackRock and its affiliates has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Portfolio, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Portfolio. In addition, BlackRock, its affiliates and any officer, director, stockholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Portfolio. BlackRock, or any of its affiliates, or any officer, director, stockholder, employee or any member of their families may take different actions than those recommended to the Portfolio by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock’s (or its affiliates’) officers, directors or employees are directors or officers, or companies as to which BlackRock or any of its affiliates or the officers, directors and employees of any of them has any substantial economic interest or possess material non-public information. Each portfolio manager also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for the Portfolio. In this regard, it should be noted that a portfolio manager may currently manage certain accounts that are subject to performance fees. In addition, a portfolio manager may assist in managing certain hedge funds and may be entitled to receive a portion of any incentive fees earned on such funds and a portion of such incentive fees may be voluntarily or involuntarily deferred. Additional portfolio managers may in the future manage other such accounts or funds and may be entitled to receive incentive fees.

 

As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and

 

C-47


equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock has adopted a policy that is intended to ensure that investment opportunities are allocated fairly and equitably among client accounts over time. This policy also seeks to achieve reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base.

 

Compensation for the fiscal year completed December 31, 2008

 

BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock such as its Long-Term Retention and Incentive Plan.

 

Base compensation.     Generally, portfolio managers receive base compensation based on their seniority and/or their position with the firm. Senior portfolio managers who perform additional management functions within the portfolio management group or within BlackRock may receive additional compensation for serving in these other capacities.

 

Discretionary Incentive Compensation

 

Discretionary incentive compensation is based on a formulaic compensation program. BlackRock’s formulaic portfolio manager compensation program includes: pre-tax investment performance relative to appropriate competitors or benchmarks over 1-, 3- and 5-year performance periods and a measure of operational efficiency. If a portfolio manager’s tenure is less than five years, performance periods will reflect time in position. In most cases, including for the portfolio managers of the Fund, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Fund or other accounts managed by the portfolio managers are measured. BlackRock’s Chief Investment Officers determine the benchmarks against which the performance of funds and other accounts managed by each portfolio manager is compared and the period of time over which performance is evaluated. With respect to the portfolio managers, such benchmarks for the EQ/BlackRock Basic Value Equity Portfolio include the Russell 1000 Value Index.

 

Portfolio managers who meet relative investment performance and financial management objectives during a specified performance time period are eligible to receive an additional bonus which may or may not be a large part of their overall compensation. A smaller element of portfolio manager discretionary compensation may include consideration of: financial results, expense control, profit margins, strategic planning and implementation, quality of client service, market share, corporate reputation, capital allocation, compliance and risk control, leadership, workforce diversity, supervision, technology and innovation. All factors are considered collectively by BlackRock management.

 

Distribution of Discretionary Incentive Compensation

 

Discretionary incentive compensation is distributed to portfolio managers in a combination of cash and BlackRock, Inc. restricted stock units which vest ratably over a number of years. The BlackRock, Inc. restricted stock units, if properly vested, will be settled in BlackRock, Inc. common stock. Typically, the cash bonus, when combined with base salary, represents more than 60% of total compensation for the portfolio managers. Paying a portion of annual bonuses in stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods.

 

C-48


Long-Term Retention and Incentive Plan (“LTIP”) — The LTIP is a long-term incentive plan that seeks to reward certain key employees. Beginning in 2006, awards are granted under the LTIP in the form of BlackRock, Inc. restricted stock units that, if properly vested and subject to the attainment of certain performance goals, will be settled in BlackRock, Inc. common stock. Messrs. Rendino, Schansinger and Ms. King have each received awards under the LTIP.

 

Deferred Compensation Program — A portion of the compensation paid to eligible BlackRock employees may be voluntarily deferred into an account that tracks the performance of certain of the firm’s investment products. Each participant in the deferred compensation program is permitted to allocate his deferred amounts among the various investment options. Messrs. Rendino, Schansinger and Ms. King have each participated in the deferred compensation program.

 

Other compensation benefits.     In addition to base compensation and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:

 

Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 6% of eligible pay contributed to the plan capped at $4,000 per year, and a company retirement contribution equal to 3% of eligible compensation, plus an additional contribution of 2% for any year in which BlackRock has positive net operating income. The RSP offers a range of investment options, including registered investment companies managed by the firm. BlackRock contributions follow the investment direction set by participants for their own contributions or, absent employee investment direction, are invested into a balanced portfolio. The ESPP allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares or a dollar value of $25,000. Each portfolio manager is eligible to participate in these plans.

 

Ownership of Securities of the Portfolio as of December 31, 2008

 

Portfolio Manager   None  

$1-

$10,000

  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001 -
$1,000,000
 

Over

$1,000,000

EQ/BlackRock Basic Value Equity

Kevin Rendino

  X                        

Kurt Schansinger

  X                        

Carrie King

  X                        

 

C-49


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

GAMCO Asset Management Inc. (“Adviser”)
Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Presented below for each of the categories is the number of
accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account
  Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts   Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

Assets

EQ/GAMCO Mergers and Acquisitions

Mario J. Gabelli

                                               
EQ/GAMCO Small Company Value

Mario J. Gabelli

                                               

 

Description of Any Material Conflicts

 

Actual or apparent conflicts of interest may arise when the portfolio manager also has day-to-day management responsibilities with respect to one or more other accounts. These potential conflicts include:

 

Allocation of Limited Time and Attention.     Because the portfolio manager manages many accounts, he may not be able to formulate as complete a strategy or identify equally attractive investment opportunities for each of those accounts as if he were to devote substantially more attention to the management of only a few accounts.

 

Allocation of Limited Investment Opportunities.     If the portfolio manager identifies an investment opportunity that may be suitable for multiple accounts, the Fund may not be able to take full advantage of that opportunity because the opportunity may need to be allocated among all or many of these accounts.

 

Pursuit of Differing Strategies.     At times, the portfolio manager may determine that an investment opportunity may be appropriate for only some of the accounts for which he exercises investment responsibility, or may decide that certain of these accounts should take differing positions with respect to a particular security. In these cases, the portfolio manager may execute differing or opposite transactions for one or more accounts which may affect the market price of the security or the execution of the transactions, or both, to the detriment of one or more of his accounts.

 

Selection of Broker/Dealers.     Because of the portfolio manager’s position with an affiliated broker/dealer and his indirect majority ownership interest in such affiliate, he may have an incentive to use the affiliate to execute portfolio transactions for the Fund even if using the affiliate is not in the best interest of the Fund.

 

Variation in Compensation.     A conflict of interest may arise where the financial or other benefits available to the portfolio manager differ among the accounts that he manages. If the structure of the Adviser’s management fee or the portfolio manager’s compensation differs among accounts (such as where certain funds or accounts pay higher management fees or performance-based management fees), the portfolio manager may be motivated to favor certain accounts over others. The portfolio manager also may be motivated to favor funds or accounts in which he has an investment interest, or in which the Adviser or its affiliates have investment interests. In Mr. Gabelli’s case, the Adviser’s compensation (and expenses) for the Fund are marginally greater as a percentage of assets than for certain other accounts and is less than for certain other accounts managed by Mr. Gabelli, while his personal compensation structure varies with near-term performance to a greater degree in certain performance fee based accounts than with non-performance based accounts. In addition he has investment interests in several of the funds managed by the Adviser and its affiliates. The Adviser has adopted compliance policies and procedures that are designed to

 

C-50


address the various conflicts of interest that may arise for the Adviser and its staff members. However, there is no guarantee that such policies and procedures will be able to identify and address every situation in which an actual or potential conflict may arise.

 

Compensation for the fiscal year completed December 31, 2008

 

Mr. Gabelli receives incentive-based variable compensation based on a percentage of net revenues received by the Adviser for managing the Fund. Net revenues are determined by deducting from gross investment management fees the firm’s expenses (other than Mr. Gabelli’s compensation) allocable to the Fund. Additionally, he receives similar incentive-based variable compensation for managing other accounts within GAMCO Investors, Inc. This method of compensation is based on the premise that superior long-term performance in managing a portfolio should be rewarded with higher compensation as a result of growth of assets through appreciation and net investment activity. One of the other registered investment companies managed by Mr. Gabelli has a performance (fulcrum) fee arrangement for which his compensation is adjusted up or down based on the performance of the investment company relative to an index. Five closed-end registered investment companies managed by Mr. Gabelli have arrangements whereby the Adviser will only receive its investment advisory fee attributable to the liquidation value of outstanding preferred stock (and Mr. Gabelli would only receive his percentage of such advisory fee) if certain performance levels are met. Mr. Gabelli manages other accounts with performance fees. Compensation for managing these accounts has two components. One component is based on a percentage of net revenues received by the Adviser for managing the account. The second component is based on absolute performance of the account, with respect to which a percentage of such performance fee is paid to Mr. Gabelli. As an executive officer of the Adviser’s parent company, GAMCO Investors, Inc., Mr. Gabelli also receives ten percent of the net operating profits of the parent company. He receives no base salary, no annual bonus and no stock options.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

EQ/GAMCO Mergers and Acquisitions

Mario J. Gabelli

  X                        
EQ/GAMCO Small Company Value

Mario J. Gabelli

  X                        

 

C-51


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

JPMorgan Investment Management, Inc. (“Adviser”)

EQ/JPMorgan Value Opportunities (“Fund”)

Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Presented below for each of the categories is the number of
accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account
  Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts   Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts
  Number
of Accounts
  Total
Assets
  Number
of Accounts
  Total
Assets
  Number
of Accounts
  Total
Assets
 

Number

of

Accounts

 

Total

Assets

  Number
of Accounts
  Total
Assets
  Number
of Accounts
 

Total

Assets

Alan Gutmann

                                               

Kelly B. Miller

                                               

 

Description of Any Material Conflicts

 

The potential for conflicts of interest exists when portfolio managers manage other accounts with similar investment objectives and strategies as the Fund (“Other Accounts”). Potential conflicts may include, for example, conflicts between investment strategies and conflicts in the allocation of investment opportunities.

 

Responsibility for managing J.P. Morgan Investment Management Inc. (JPMorgan)’s and its affiliates clients’ portfolios is organized according to investment strategies within asset classes. Generally, client portfolios with similar strategies are managed by portfolio managers in the same portfolio management group using the same objectives, approach and philosophy. Underlying sectors or strategy allocations within a larger portfolio are likewise managed by portfolio managers who use the same approach and philosophy as similarly managed portfolios. Therefore, portfolio holdings, relative position sizes and industry and sector exposures tend to be similar across similar portfolios and strategies, which minimize the potential for conflicts of interest.

 

JPMorgan and/or its affiliates may receive more compensation with respect to certain Other Accounts than that received with respect to the Fund or may receive compensation based in part on the performance of certain Other Accounts. This may create a potential conflict of interest for JPMorgan and its affiliates or its portfolio managers by providing an incentive to favor these Other Accounts when, for example, placing securities transactions. In addition, JPMorgan or its affiliates could be viewed as having a conflict of interest to the extent that JPMorgan or an affiliate has a proprietary investment in Other Accounts, the portfolio managers have personal investments in Other Accounts or the Other Accounts are investment options in JPMorgan’s or its affiliate’s employee benefit plans. Potential conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of limited investment opportunities because of market factors or investment restrictions imposed upon JPMorgan and its affiliates by law, regulation, contract or internal policies. Allocations of aggregated trades, particularly trade orders that were only partially completed due to limited availability and allocation of investment opportunities generally, could raise a potential conflict of interest, as JPMorgan or its affiliates may have an incentive to allocate securities that are expected to increase in value to favored accounts. Initial public offerings, in particular, are frequently of very limited availability. JPMorgan and its affiliates may be perceived as causing accounts it manages to participate in an offering to increase JPMorgan’s or its affiliates’ overall allocation of securities in that offering.

 

A potential conflict of interest also may be perceived to arise if transactions in one account closely follow related transactions in a different account, such as when a purchase increases the value of securities previously purchased by another account, or when a sale in one account lowers the sale price received in a sale by a second account. If JPMorgan or its affiliates manages accounts that engage in short sales of securities of the type in which the Fund invests, JPMorgan or its affiliates could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall.

 

C-52


As an internal policy matter, JPMorgan may from time to time maintain certain overall investment limitations on the securities positions or positions in other financial instruments JPMorgan or its affiliates will take on behalf of its various clients due to, among other things, liquidity concerns and regulatory restrictions. Such policies may preclude an account from purchasing particular securities or financial instruments, even if such securities or financial instruments would otherwise meet the account’s objectives.

 

The goal of JPMorgan and its affiliates is to meet their fiduciary obligation with respect to all clients. JPMorgan and its affiliates have have policies and procedures designed to manage conflicts. JPMorgan and its affiliates monitor a variety of areas, including compliance with fund guidelines, review of allocation decisions and compliance with JPMorgan’s Codes of Ethics and JPMC’s Code of Conduct. With respect to the allocation of investment opportunities, JPMorgan and its affiliates also have certain policies designed to achieve fair and equitable allocation of investment opportunities among its clients over time. For example:

 

Orders for the same equity security traded through a single desk or system are aggregated on a continual basis throughout each trading day consistent with JPMorgan’s and its affiliates duty of best execution for its clients. If aggregated trades are fully executed, accounts participating in the trade will be allocated their pro rata share on an average price basis. Partially completed orders generally will be allocated among the participating accounts on a pro-rata average price basis, subject to certain limited exceptions. For example, accounts that would receive a de minimis allocation relative to their size may be excluded from the order. Another exception may occur when thin markets or price volatility require that an aggregated order be completed in multiple executions over several days. If partial completion of the order would result in an uneconomic allocation to an account due to fixed transaction or custody costs, JPMorgan or its affiliates may exclude small orders until 50% of the total order is completed. Then the small orders will be executed. Following this procedure, small orders will lag in the early execution of the order, but will be completed before completion of the total order.

 

Purchases of money market instruments and fixed income securities cannot always be allocated pro rata across the accounts with the same investment strategy and objective. However, JPMorgan and its affiliates attempt to mitigate any potential unfairness by basing non-pro rata allocations traded through a single trading desk or system upon an objective predetermined criteria for the selection of investments and a disciplined process for allocating securities with similar duration, credit quality and liquidity in the good faith judgment of JPMorgan or its affiliates so that fair and equitable allocation will occur over time.

 

Compensation for the fiscal year completed December 31, 2008

 

J.P. Morgan Investment Management Inc. (JPMorgan)’s Portfolio managers participate in a competitive compensation program that is designed to attract and retain outstanding people and closely link the performance of investment professionals to client investment objectives. The total compensation program includes a base salary fixed from year to year and a variable performance bonus consisting of cash incentives and restricted stock and may include mandatory notional investments (as described below) in selected mutual funds advised by JPMorgan or its affiliates. These elements reflect individual performance and the performance of JPMorgan’s business as a whole.

 

Each portfolio manager’s performance is formally evaluated annually based on a variety of factors including the aggregate size and blended performance of the portfolios such portfolio manager manages. Individual contribution relative to client goals carries the highest impact. Portfolio manager compensation is primarily driven by meeting or exceeding clients’ risk and return objectives, relative performance to competitors or competitive indices and compliance with firm policies and regulatory requirements. In evaluating each portfolio manager’s performance with respect to the mutual funds he or she manages, the funds’ pre-tax performance is compared to the appropriate market peer group and to each fund’s benchmark index listed in the fund’s prospectus over one, three and five year periods (or such shorter time as the portfolio manager has managed the fund). Investment performance is generally more heavily weighted to the long term.

 

C-53


Awards of restricted stock are granted as part of an employee’s annual performance bonus and comprise from 0% to 35% of a portfolio manager’s total bonus. As the level of incentive compensation increases, the percentage of compensation awarded in restricted stock also increases. Up to 50% of the restricted stock portion of a portfolio manager’s bonus may instead be subject to a mandatory notional investment in selected mutual funds advised by the Adviser or its affiliates. When these awards vest over time, the portfolio manager receives cash equal to the market value of the notional investment in the selected mutual funds.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Alan Gutmann

  X                        

Kelly B. Miller

  X                        

 

C-54


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

Lord, Abbett & Co. LLC (“Adviser”)

Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Presented below for each of the categories is the number of
accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account
  Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts   Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

Assets

EQ/Lord Abbet Growth and Income (“Fund”)

Eli M. Salzmann

                                               
EQ/Lord Abbet Large Cap Core (“Fund”)

Daniel H. Frascarelli

                                               

Randy Reynolds

                                               
EQ/Lord Abbet Mid Cap Value (“Fund”)

Jeff Diamond

                                               

Howard E. Hansen

                                               

 

Description of Any Material Conflicts

 

Conflicts of interest may arise in connection with the portfolio managers’ management of the investments of the Fund and the investments of the other accounts included in the table above. Such conflicts may arise with respect to the allocation of investment opportunities among the Fund and other accounts with similar investment objectives and policies. An portfolio manager potentially could use information concerning the Fund’s transactions to the advantage of other accounts and to the detriment of the Fund. To address these potential conflicts of interest, Lord Abbett has adopted and implemented a number of policies and procedures. Lord Abbett has adopted Policies and Procedures for Evaluating Best Execution of Equity Transactions, as well as Trading Practices/Best Execution Procedures. The objective of these policies and procedures is to ensure the fair and equitable treatment of transactions and allocation of investment opportunities on behalf of all accounts managed by Lord Abbett. In addition, Lord Abbett’s Code of Ethics sets forth general principles for the conduct of employee personal securities transactions in a manner that avoids any actual or potential conflicts of interest with the interests of Lord Abbett’s clients including the Fund. Moreover, Lord Abbett’s Insider Trading and Receipt of Material Non-Public Information Policy and Procedure sets forth procedures for personnel to follow when they have inside information. Lord Abbett is not affiliated with a full service broker-dealer and therefore does not execute any portfolio transactions through such an entity, a structure that could give rise to additional conflicts. Lord Abbett does not conduct any investment bank functions and does not manage any hedge funds. Lord Abbett does not believe that any material conflicts of interest exist in connection with the portfolio manager’s management of the investments of the Fund and the investments of the other accounts referenced in the table above.

 

Compensation for the fiscal year completed December 31, 2008

 

When used in this section, the term “fund” refers to the Fund, as well as any other registered investment companies, pooled investment vehicles and accounts managed by a portfolio manager. Each portfolio manager receives compensation from Lord Abbett consisting of salary, bonus and profit sharing plan contributions. The level of base compensation takes into account the portfolio manager’s experience, reputation and competitive market rates.

 

Fiscal year-end bonuses, which can be a substantial percentage of overall compensation, are determined after an evaluation of various factors. These factors include the portfolio manager's investment results and

 

C-55


style consistency, the dispersion among funds with similar objectives, the risk taken to achieve the fund returns and similar factors. In considering the portfolio manager’s investment results, Lord Abbett’s senior management may evaluate the Fund’s performance against one or more benchmarks from among the Fund’s primary benchmark and any supplemental benchmarks as disclosed in the prospectus, indexes disclosed as performance benchmarks by the portfolio manager’s other accounts, and other indexes within the one or more of the Fund’s peer group maintained by rating agencies, as well as the Fund’s peer group. In particular, investment results are evaluated based on an assessment of the portfolio manager’s three- and five-year investment returns on a pre-tax basis versus both the benchmark and the peer groups. Finally, there is a component of the bonus that reflects leadership and management of the investment team. The evaluation does not follow a formulaic approach, but rather is reached following a review of these factors. No part of the bonus payment is based on the portfolio manager’s assets under management, the revenues generated by those assets, or the profitability of the portfolio manager’s team. Lord Abbett does not manage hedge funds. In addition, Lord Abbett may designate a bonus payment of a manager for participation in the firm's senior incentive compensation plan, which provides for a deferred payout over a five-year period. The plan's earnings are based on the overall asset growth of the firm as a whole. Lord Abbett believes this incentive focuses portfolio managers on the impact their fund's performance has on the overall reputation of the firm as a whole and encourages exchanges of investment ideas among investment professionals managing different mandates.

 

Lord Abbett provides a 401(k) profit-sharing plan for all eligible employees. Contributions to a portfolio manager’s profit-sharing account are based on a percentage of the portfolio manager’s total base and bonus paid during the fiscal year, subject to a specified maximum amount. The assets of this profit-sharing plan are entirely invested in Lord Abbett-sponsored funds.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

EQ/Lord Abbett Growth and Income

Eli M. Salzmann

  X                        
EQ/Lord Abbett Large Cap Core

Daniel H. Frascarelli

                           

Randy Reynolds, CFA

                           
EQ/Lord Abbett Mid Cap Value

Jeff Diamond

                           

Howard E. Hansen

                           

 

C-56


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/Focus PLUS (“Fund”)
Portfolio Manager  

Presented below for each portfolio manager is the number of other

accounts managed by the portfolio manager and the total

assets in the accounts managed within each category as of

December 31, 2008

 

Presented below for each of the categories is the number of

accounts and the total assets of the accounts with respect to which

the advisory fee is based on the performance of the account

 

Registered Investment

Companies

 

Other Pooled

Investment Vehicles

  Other Accounts   Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts
    Number
of Accts.
 

Total

Assets

  Number of
Accts.
 

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

AXA Funds Management Group Unit

Kenneth T. Kozlowski

                                               
Marsico Capital Management LLC
                                                 
SSgA Funds Management, Inc.
                                                 
                                                 

 

AXA FUNDS MANAGEMENT GROUP UNIT

 

Description of Any Material Conflicts

 

Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including All Asset Allocation Portfolio, EQ/International ETF Portfolio and EQ/Franklin Templeton Founding Strategy Portfolio), such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager or Adviser has a greater financial incentive, such as a performance fee account. The Adviser has adopted policies and procedures reasonably designed to address these types of conflicts and that serve to operate in a manner that is fair and equitable among its clients, including the Funds.

 

All Asset Allocation Portfolio and most other registered investment companies for which Mr. Kozlowski serves as the portfolio manager are each structured as a “fund of funds,” which invest in other registered investment companies for which AXA Equitable serves as the investment manager. None of these portfolios is subject to an advisory fee that is based on the performance of the portfolio. Given such “fund of funds” structure and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio manager’s compensation as further described below, Mr. Kozlowski is not, as a general matter and in relation to these Funds, subject to the potential conflicts of interest that may arise in connection with his management of the Fund, on the one hand, and the other portfolios, on the other, such as material differences in the investment strategies or allocation of investment opportunities.

 

Compensation as of December 31, 2008

 

Because Mr. Kozlowski serves as officer and employee of AXA Equitable and his respective roles are not limited to serving as the portfolio managers of the Fund and other accounts managed by him, his compensation is based on AXA Equitable’s compensation program as it applies to the firm’s officers in general. AXA Equitable’s compensation program consists of a base salary, short-term incentive compensation and long-term incentive compensation. Individual jobs are defined based on scope, responsibility and market value and assigned to a specific level within the firm’s base salary structure. An individual’s base salary is then established within the range of such structure based on a combination of

 

C-57


experience, skills, job content and performance and periodically evaluated based on survey data and market research. Annual short-term incentive compensation opportunities, granted in cash, are made available depending on whether firm-wide objectives were met during the year, as measured by various performance objectives such as underlying and adjusted earnings, expense management and sales. Once the target level of the short-term incentive compensation is determined by the firm, awards are made to individuals based on their salary structure and grade of position and individual performance. Annual long-term incentive compensation, granted in the form of stock options, restricted stocks and/or performance units, is offered in a manner similar to the short-term incentive compensation and is based on the combination of firm-wide performance and individual performance.

 

Ownership of Shares of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Kenneth T. Kozlowski

  X                        

 

MARSICO CAPITAL MANAGEMENT LLC

 

Description of Any Material Conflicts

 

As a general matter, Marsico faces the same need to balance the interests of different clients that any investment adviser with multiple clients might experience. Portfolio managers make investment decisions for each portfolio, including the EQ/Marisco Focus Portfolio, based on the investment objectives, policies, practices and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio, or may take similar actions for different portfolios at different times. As a result, the mix of securities purchased in one portfolio may perform better than the mix of securities purchased for another portfolio. Similarly, the sale of securities from one portfolio may cause that portfolio to perform better than others if the value of those securities decline.

 

The need to balance the interests of multiple clients may also arise when allocating and/or aggregating trades. Marsico often aggregates into a single trade order several individual contemporaneous client trade orders in a single security. Under Marsico’s Portfolio Management and Trade Management Policy and Procedures, when trades are aggregated on behalf of more than one account, Marsico seeks to allocate such trades to all participating client accounts in a fair and equitable manner. With respect to IPOs and other syndicated or limited offerings, it is Marsico’s policy to seek to ensure that over the long term, accounts with the same or similar investment objectives will receive an equitable opportunity to participate meaningfully and will not be unfairly disadvantaged. To deal with such situations, Marsico has adopted policies and procedures for allocating such transactions across multiple accounts. Marsico’s policies also seek to ensure that portfolio managers do not systematically allocate other types of trades in a manner that would be more beneficial to one account than another. Marsico’s compliance department monitors transactions made on behalf of multiple clients to seek to assure adherence to its policies.

 

Marsico has adopted and implemented policies and procedures that seek to minimize potential conflicts of interest that may arise as a result of a portfolio manager advising multiple accounts. In addition, Marsico monitors a variety of areas, including compliance with primary Fund guidelines, the allocation of securities, and compliance with its Code of Ethics.

 

Compensation for the fiscal year completed December 31, 2008

 

The compensation package for portfolio managers of Marsico is structured as a combination of base salary (may be reevaluated at least annually), and periodic cash bonuses. Bonuses are typically based on a

 

C-58


number of factors including Marsico’s overall profitability for the period. Portfolio manager compensation takes into account, among other factors, the overall performance of all accounts for which the portfolio manager provides investment advisory services. In receiving compensation such as bonuses, portfolio managers do not receive special consideration based on the performance of particular accounts, and do not receive compensation from accounts charging performance-based fees. Exceptional individual efforts are rewarded through salary readjustments and greater participation in the bonus pool. No other special employee incentive arrangements are currently in place or being planned. In addition to salary and bonus, portfolio managers may participate in other Marsico benefits to the same extent and on the same basis as other Marsico Capital employees. Portfolio manager compensation comes solely from Marsico. In addition, Marsico’s portfolio managers typically are offered equity interests in Marsico Management Equity, LLC, which indirectly owns MCM, and may receive distributions on those equity interests.

 

As a general matter, Marsico does not tie portfolio manager compensation to specific levels of performance relative to fixed benchmarks. Although performance may be a relevant consideration, comparisons with fixed benchmarks may not always be useful. Relevant benchmarks vary depending on specific investment styles and client guidelines or restrictions, and comparisons to benchmark performance may at times reveal more about market sentiment than about a portfolio manager’s abilities. To encourage a long-term horizon for managing portfolios, Marsico evaluates a portfolio manager’s performance over periods longer than the immediate compensation period, and may consider a variety of measures such as the performance of unaffiliated portfolios with similar strategies and other measurements. Other factors that may also be significant in determining portfolio manager compensation include, without limitation, the effectiveness of the manager’s leadership within Marsico’s investment team, contributions to Marsico’s overall performance, discrete securities analysis, idea generation, ability to support and train other analysts, and other considerations.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Thomas F. Marsico

  X                        

 

SSgA FUNDS MANAGEMENT, INC.

 

Description of Any Material Conflicts

 

A Portfolio Manager may be subject to potential conflicts of interest because he or she is responsible for other accounts in addition to the Fund. Potential conflicts may arise out of (a) the Portfolio Manager’s execution of different investment strategies for various accounts or (b) the allocation of investment opportunities among the Portfolio Manager’s accounts with the same strategy.

 

A potential conflict of interest may arise as a result of the Portfolio Manager’s responsibility for multiple accounts with the similar investment guidelines. Under these circumstances, a potential investment maybe suitable for more than one of the Portfolio Manager’s accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment. The Portfolio Manager may also manage accounts whose objectives and policies differ from that of the Fund. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the Portfolio Manager may have the adverse consequences for another account managed by the Portfolio Manager. For example, an account may sell a significant position in a security, which could cause the market price of that security to decrease, while the Fund maintained its position in that security.

 

C-59


A potential conflict may arise when the Portfolio Manager is responsible for accounts that have different advisory fees—the difference in fees could create an incentive for the Portfolio Manager to favor one account over another, for example, in terms of access to investment opportunities. This conflict may be heightened if an account is subject to a performance-based fee. Another potential conflict may arise when the Portfolio Manager has an investment in one or more accounts that participates in transactions with other accounts. His or her investment(s) may create an incentive for the portfolio manager to favor one account over another. SSgA FM has adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers within SSgA FM are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, SSgA FM and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation.

 

Compensation as of December 31, 2008.

 

The compensation of SSgA FM’s investment professionals is based on a number of factors. The first factor considered is external market. Through an extensive compensation survey process, SSgA FM seeks to understand what its competitors are paying people to perform similar roles. This data is then used to determine a competitive baseline in the areas of base pay, bonus and long term incentive ( i.e. equity). The second factor taken into consideration is the size of the pool available for this compensation. SSgA FM is a part of State Street Corporation, and therefore works within its corporate environment on determining the overall level of its incentive compensation pool. Once determined, this pool is then allocated to the various locations and departments of State Street Global Advisers and SSgA FM. The discretionary determination of the allocation amounts to these locations and departments is influenced by the competitive market data, as well as the overall performance of the group. The pool is then allocated on a discretionary basis to individual employees based on their individual performance. There is no fixed formula for determining these amounts, nor is anyone’s compensation directly tied to the investment performance or asset value of a product or strategy. The same process is followed in determining equity incentive allocations.

 

Ownership of Securities of the Portfolio as of December 31, 2008

 

Portfolio Manager   None  

$1-

$10,000

  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001 -
$1,000,000
 

Over

$1,000,000

    X                        
    X                        
    X                        

 

C-60


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/International Growth (“Fund”)

MFS Investment Management (“Adviser”)

Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008  

Presented below for each of the categories is the number of

accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account

  Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts   Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts
  Number
of
Accounts
  Total Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

Assets

Barry Dargan

  7  

$1.6 Billion

 

2

 

$76 Million

  11  

$734 Million

  0  

N/A

  0   N/A   0   N/A

 

Description of Any Material Conflicts

 

Potential Conflicts of Interest.     The Adviser seeks to identify potential conflicts of interest resulting from a portfolio manager’s management of both the Fund and other accounts and has adopted policies and procedures designed to address such potential conflicts.

 

The management of multiple funds and accounts (including proprietary accounts) gives rise to potential conflicts of interest if the funds and accounts have different objectives and strategies, benchmarks, time horizons and fees as a portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. In certain instances there may be securities which are suitable for the Fund’s portfolio as well as for accounts of the Adviser or its subsidiaries with similar investment objectives. A Fund’s trade allocation policies may give rise to conflicts of interest if the Fund’s orders do not get fully executed or are delayed in getting executed due to being aggregated with those of other accounts of the Adviser or its subsidiaries. A portfolio manager may execute transactions for another fund or account that may adversely impact the value of the Fund’s investments. Investments selected for funds or accounts other than the Fund may outperform investments selected for the Fund.

 

When two or more clients are simultaneously engaged in the purchase or sale of the same security, the securities are allocated among clients in a manner believed by the Adviser to be fair and equitable to each. It is recognized that in some cases this system could have a detrimental effect on the price or volume of the security as far as the Fund is concerned. In most cases, however, the Adviser believes that the Fund’s ability to participate in volume transactions will produce better executions for the Fund.

 

The Adviser and/or a portfolio manager may have a financial incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the Fund, for instance, those that pay a higher advisory fee and/or have a performance adjustment.

 

Compensation for the fiscal year completed December 31, 2008

 

Compensation.     Portfolio manager total cash compensation is a combination of base salary and performance bonus:

 

Base Salary  — Base salary represents a smaller percentage of portfolio manager total cash compensation (generally below 10%) than performance bonus.

 

Performance Bonus  — Generally, the performance bonus represents a majority of portfolio manager total cash compensation.

 

C-61


The performance bonus is based on a combination of quantitative and qualitative factors, with more weight given to the former (generally over 60%) and less weight given to the latter.

 

The quantitative portion is based on the pre-tax performance of assets managed by the portfolio manager over one-, three-, and five-year periods relative to peer group universes and/or indices (“benchmarks”). As of December 31, 2008, the following benchmarks were used:

 

Benchmark(s)

(NOT YET AVAILABLE)

 

The qualitative portion is based on the results of an annual internal peer review process (conducted by other portfolio managers, analysts and traders) and management’s assessment of overall portfolio manager contributions to investor relations and the investment process (distinct from fund and other account performance).

 

Portfolio managers also typically benefit from the opportunity to participate in the the Adviser’s Equity Plan. Equity interests and/or options to acquire equity interests in the Adviser or its parent company are awarded by management, on a discretionary basis, taking into account tenure at the Adviser, contribution to the investment process and other factors.

 

Finally, portfolio managers are provided with a benefits package including a defined contribution plan, health coverage and other insurance, which are available to other employees of the Adviser on substantially similar terms. The percentage such benefits represent of any portfolio manager’s compensation depends upon the length of the individual’s tenure at the Adviser and salary level, as well as other factors.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Barry Dargan

  X                        

 

C-62


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

Morgan Stanley Investment Management, Inc. (“Adviser”)
Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Presented below for each of the categories is the number of
accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account
 

Registered Investment

Companies

  Other Pooled Investment Vehicles   Other Accounts   Registered Investment
Companies
  Other Pooled Investment Vehicles   Other Accounts
  Number
of Accounts
  Total
Assets
  Number
of Accounts
  Total
Assets
  Number
of Accounts
  Total
Assets
  Number
of Accounts
 

Total

Assets

  Number
of Accounts
  Total
Assets
  Number
of Accounts
 

Total

Assets

(in billions)

EQ/Van Kampen Mid Cap Growth (“Fund”)

Dennis Lynch

                                               

David Cohen

                                               

Sam Chainani

                                               

Alexander Norton

                                               

Jason Yeung

                                               

Armistead Nash

                                               
EQ/Van Kampen Comstock (“Fund”)

B. Robert Baker

                                               

Jason S. Leder

                                               

Kevin C. Holt

                                               

Devon E. Armstrong

                                               

James N. Warwick

                                               
EQ/Van Kampen Real Estate Portfolio (“Fund”)    

Theodore R. Bigman

                                               
James Cheng is an employee of Morgan Stanley Investment Management Company, an affiliate of the Adviser.

 

Description of Any Material Conflicts

 

Because the portfolio managers manage assets for other investment companies, pooled investment vehicles, and/or other accounts (including institutional clients, pension plans and certain high net worth individuals), there may be an incentive to favor one client over another resulting in conflicts of interest. For instance, the Adviser may receive fees from certain accounts that are higher than the fee it receives from a Fund, or it may receive a performance-based fee on certain accounts. In those instances, the portfolio managers may have an incentive to favor the higher and/or performance-based fee accounts over a Fund. In addition, a conflict of interest could exist to the extent the Adviser has proprietary investments in certain accounts, where portfolio managers have personal investments in certain accounts or when certain accounts are investment options in the Adviser’s employee benefits and/or deferred compensation plans. The portfolio manager may have an incentive to favor these accounts over others. If the Adviser manages accounts that engage in short sales of securities of the type in which a Fund invests, the Adviser could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall. The Adviser has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest.

 

Compensation for the fiscal year completed December 31, 2008

 

Portfolio managers receive a combination of base compensation and discretionary compensation, comprising a cash bonus and several deferred compensation programs described below. The methodology used to determine portfolio manager compensation is applied across all funds/accounts managed by the portfolio manager.

 

C-63


Base salary compensation.     Generally, portfolio managers receive base salary compensation based on the level of their position with the Adviser.

 

Discretionary compensation.     In addition to base compensation, portfolio managers may receive discretionary compensation.

 

Discretionary compensation can include:

 

   

Cash Bonus.

 

   

Morgan Stanley’s Long Term Incentive Compensation awards  — a mandatory program that defers a portion of discretionary year-end compensation into restricted stock units or other awards based on Morgan Stanley common stock or other investments that are subject to vesting and other conditions.

 

   

Investment Management Alignment Plan (IMAP) awards  — a mandatory program that defers a portion of discretionary year-end compensation and notionally invests it in designated funds advised by the Adviser or its affiliates. The award is subject to vesting and other conditions. Portfolio managers must notionally invest a minimum of 25% to a maximum of 100% of the IMAP deferral into a combination of the designated funds they manage that are included in the IMAP fund menu, which may or may not include the Fund.

 

   

Voluntary Deferred Compensation Plans  — voluntary programs that permit certain employees to elect to defer a portion of their discretionary year-end compensation and directly or notionally invest the deferred amount across a range of designated investment funds, including funds advised by the Adviser or its affiliates.

 

Several factors determine discretionary compensation, which can vary by portfolio management team and circumstances. In order of relative importance, these factors include:

 

   

Investment performance. A portfolio manager’s compensation is linked to the pre-tax investment performance of the funds/accounts managed by the portfolio manager. Investment performance is calculated for one-, three- and five-year periods measured against a fund’s/account’s primary benchmark (as set forth in the fund’s prospectus), indices and/or peer groups, where applicable. Generally, the greatest weight is placed on the three- and five-year periods.

 

   

Revenues generated by the investment companies, pooled investment vehicles and other accounts managed by the portfolio manager.

 

   

Contribution to the business objectives of the Adviser.

 

   

The dollar amount of assets managed by the portfolio manager.

 

   

Market compensation survey research by independent third parties.

 

   

Other qualitative factors, such as contributions to client objectives.

 

   

Performance of Morgan Stanley and Morgan Stanley Investment Management, and the overall performance of the investment team(s) of which the portfolio manager is a member.

 

C-64


Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

EQ/Van Kampen Mid Cap Growth

Dennis Lynch

  X                        

David Cohen

  X                        

Sam Chainani

  X                        

Alexander Norton

  X                        

Jason Yeung

                           

Armistead Nash

                           

EQ/Van Kampen Comstock

B. Robert Baker

  X                        

Jason S. Leder

  X                        

Kevin C. Holt

  X                        

Devon E. Armstrong

  X                        

James N. Warwick

  X                        

EQ/Van Kampen Real Estate Portfolio

Theodore R. Bigman

  X*                        

 

* Not included in the portfolio above, the portfolio manager has made investments in one or more other mutual funds managed by the same portfolio management team pursuant to a similar strategy.

 

C-65


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/Montag & Caldwell Growth (“Fund”)

Montag & Caldwell, Inc. (“Adviser”)

Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Presented below for each of the categories is the number of
accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account
  Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts   Registered Investment
Companies
  Other Pooled Investment Vehicles   Other Accounts
  Number
of Accounts
  Total
Assets
  Number
of Accounts
  Total
Assets
  Number
of Accounts
  Total
Assets
  Number
of Accounts
 

Total

Assets

  Number
of Accounts
  Total
Assets
  Number
of Accounts
 

Total

Assets

Ronald E. Canakaris

                                               

 

Description of Any Material Conflicts

 

Since all of the Adviser’s large cap growth portfolios, including the Portfolio, have the same goals and objectives and the same holdings, barring any client restrictions, the Adviser believes there is no conflict arising from its handling of multiple large cap growth accounts. However, potential conflicts may arise when allocating investment opportunities among multiple accounts. The Adviser has procedures in place that are reasonably designed to address these types of conflicts. Compensation is not based on the performance of individual client accounts but rather for the Adviser as a whole. The Code of Ethics governs personal trading by all employees and contains policies and procedures to ensure that Client interests are paramount.

 

Compensation for the fiscal year completed December 31, 2008

 

The Executive Committee of the Adviser, consisting of Ronald E. Canakaris — Chairman and President and William A. Vogel — Chief Executive Officer, determines the compensation levels of the Firm’s officer team. Overall compensation which includes salary and bonus is based on the success of the Adviser in achieving Clients’ investment objectives and providing excellent client service. The compensation levels for individual officers are subjectively determined by the Executive Committee which strives to be very fair to all officers and which is reflected in the long-term continuity of the team. In addition to his portfolio manager and executive responsibilities, Mr. Canakaris also serves as the Adviser’s Chief Investment Officer. Base salaries for Mr. Canakaris and all portfolio managers are a smaller percentage of overall compensation than are bonuses which are based on the profitability and overall success of Montag & Caldwell as a firm. None of his compensation is directly related to the size, progress or fees received from the management of the Portfolio or any other portfolios, so there is no conflict between portfolios, and he has no more incentive for one portfolio (or client) versus any other. The performance of Montag & Caldwell portfolios is normally evaluated versus either the S&P 500 or Russell 1000 Growth Indices. Account performance is evaluated on a pre-tax basis over one-year, three-year, five-year and ten-year periods.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Ronald E. Canakaris

  X                        

 

C-66


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

OppenheimerFunds, Inc. (“Adviser”)
Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Presented below for each of the categories is the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on the performance of the account
    Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts   Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts
    Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
 

Total

Assets

EQ/Oppenheimer Global (“Fund”)

Rajeev Bhaman, CFA

                                               
EQ/Oppenheimer Main Street Opportunity (“Fund”)

Marc Reinganum

                                               

Mark Zavanelli, CFA

                                               
EQ/Oppenheimer Main Street Small Cap (“Fund”)

Marc Reinganum

                                               

Mark Zavanelli, CFA

                                               
* Does not include personal accounts of the portfolio manager and his family, which are subject to the Adviser’s Code of Ethics.

 

Description of Any Material Conflicts

 

As indicated above, the Portfolio Manager also manages other funds. Potentially, at times, those responsibilities could conflict with the interests of the Fund. That may occur whether the investment strategies of the other fund are the same as, or different from, the Fund’s investment objectives and strategies. For example the Portfolio Manager may need to allocate investment opportunities between the Fund and another fund having similar objectives or strategies, or he may need to execute transactions for another fund that could have a negative impact on the value of securities held by the Fund. Not all funds and accounts advised by the Manager have the same management fee. If the management fee structure of another fund is more advantageous to the Manager than the fee structure of the Fund, the Manager could have an incentive to favor the other fund. However, the Manager’s compliance procedures and Code of Ethics recognize the Manager’s fiduciary obligations to treat all of its clients, including the Fund, fairly and equitably, and are designed to preclude the Portfolio Managers from favoring one client over another. It is possible, of course, that those compliance procedures and the Code of Ethics may not always be adequate to do so. At different times, one or more of the Fund’s Portfolio Manager may manage other funds or accounts with investment objectives and strategies that are similar to those of the Fund, or may manage funds or accounts with investment objectives and strategies that are different from those of the Fund.

 

Compensation for the fiscal year completed December 31, 2008

 

The Fund’s Portfolio Managers are employed and compensated by the Manager, not the Fund. Under the Manager’s compensation program for its portfolio managers and portfolio analysts, their compensation is based primarily on the investment performance results of the funds and accounts they manage, rather than on the financial success of the Manager. This is intended to align the portfolio managers’ and analysts’ interests with the success of the funds and accounts and their investors. The Manager’s compensation structure is designed to attract and retain highly qualified investment management professionals and to reward individual and team contributions toward creating shareholder value. As of September 30, 2005, the Portfolio Manager’s compensation consisted of three elements: a base salary, an annual discretionary bonus and eligibility to participate in long-term awards of options and appreciation rights in regard to the common stock of the Manager’s holding company parent. Senior portfolio managers may also be eligible to participate in the Manager’s deferred compensation plan.

 

C-67


The base pay component of each portfolio manager is reviewed regularly to ensure that it reflects the performance of the individual, is commensurate with the requirements of the particular portfolio, reflects any specific competence or specialty of the individual manager, and is competitive with other comparable positions, to help the Manager attract and retain talent. The annual discretionary bonus is determined by senior management of the Manager and is based on a number of factors, including a fund’s pre-tax performance for periods of up to five years, measured against an appropriate benchmark selected by management. Other factors include management quality (such as style consistency, risk management, sector coverage, team leadership and coaching) and organizational development. The Portfolio Manager’s compensation is not based on the total value of the Fund’s portfolio assets, although the Fund’s investment performance may increase those assets. The compensation structure is also intended to be internally equitable and serve to reduce potential conflicts of interest between the Fund and other funds and accounts managed by the Portfolio Manager. The compensation structure of the other funds and accounts managed by the Portfolio Manager is the same as the compensation structure of the Fund, described above. The compensation structure of one other fund managed by the Portfolio Managers is different from the compensation structure of the Fund, described above. With respect to EQ/Oppenheimer Global Portfolio, a portion of the Portfolio Managers’ compensation with regard to that fund may, under certain circumstances, include an amount based in part on the amount of the fund’s management fee.

 

Ownership of Securities of the Funds as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
  over
$1,000,000
EQ/Oppenheimer Global

Rajeev Bhaman, CFA

  X                        
EQ/Oppenheimer Main Street Opportunity

Marc Reinganum

  X                        

Mark Zavanelli, CFA

  X                        
EQ/Oppenheimer Main Street Small Cap

Marc Reinganum

  X                        

Mark Zavanelli, CFA

  X                        

 

C-68


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/PIMCO Ultra Short Bond (“Fund”)

Pacific Investment Management Company LLC (“Adviser”)

Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Presented below for each of the categories is the number of
accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account
  Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts   Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts
  Number
of Accounts
  Total
Assets
  Number
of Accounts
  Total
Assets
  Number
of Accounts
  Total
Assets
  Number
of Accounts
 

Total

Assets

  Number
of Accounts
  Total
Assets
  Number
of Accounts
 

Total

Assets

Mihir Worah

 

21

 

$328 Billion

 

27

 

$3.9 Billion

 

65

 

$17.4 Billion

 

0

 

N/A

 

0

 

N/A

 

15

 

$4.6 Billion

 

Description of Any Material Conflicts

 

From time to time, potential conflicts of interest may arise between a portfolio manager’s management of the investments of a Fund, on the one hand, and the management of other accounts, on the other. The other accounts might have similar investment objectives or strategies as the Funds, track the same index a Fund tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by the Funds. The other accounts might also have different investment objectives or strategies than the Funds.

 

Knowledge and Timing of Fund Trades.     A potential conflict of interest may arise as a result of the portfolio manager’s day-to-day management of a Fund. Because of their positions with the Funds, the portfolio managers know the size, timing and possible market impact of a Fund’s trades. It is theoretically possible that the portfolio managers could use this information to the advantage of other accounts they manage and to the possible detriment of a Fund.

 

Investment Opportunities.     A potential conflict of interest may arise as result of the portfolio manager’s management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both a Fund and other accounts managed by the portfolio manager, but may not be available in sufficient quantities for both the Fund and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by a Fund and another account. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities on a fair and equitable basis over time.

 

Under PIMCO’s allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines and PIMCO’s investment outlook. PIMCO has also adopted additional procedures to complement the general trade allocation policy that are designed to address potential conflicts of interest due to the side-by-side management of the Funds and certain pooled investment vehicles, including investment opportunity allocation issues.

 

Performance Fees.     A portfolio manager may advise certain accounts with respect to which the advisory fee is based entirely or partially on performance. Performance fee arrangements may create a conflict of interest for the portfolio manager in that the portfolio manager may have an incentive to allocate the investment opportunities that he or she believes might be the most profitable to such other accounts instead of allocating them to a Fund. PIMCO has adopted policies and procedures reasonably designed to allocate investment opportunities between the Funds and such other accounts on a fair and equitable basis over time.

 

Compensation for the fiscal year completed December 31, 2008

 

PIMCO has adopted a “Total Compensation Plan” for its professional level employees, including its portfolio managers, that is designed to pay competitive compensation and reward performance, integrity

 

C-69


and teamwork consistent with the firm’s mission statement. The Total Compensation Plan includes a significant incentive component that rewards high performance standards, work ethic and consistent individual and team contributions to the firm. The compensation of portfolio managers consists of a base salary, a bonus, and may include a retention bonus. Portfolio managers who are Managing Directors of PIMCO also receive compensation from PIMCO’s profits. Certain employees of PIMCO, including portfolio managers, may elect to defer compensation through PIMCO’s deferred compensation plan. PIMCO also offers its employees a non-contributory defined contribution plan through which PIMCO makes a contribution based on the employee’s compensation. PIMCO’s contribution rate increases at a specified compensation level, which is a level that would include portfolio managers.

 

Salary and Bonus.     Base salaries are determined by considering an individual portfolio manager’s experience and expertise and may be reviewed for adjustment annually. Portfolio managers are entitled to receive bonuses, which may be significantly more than their base salary, upon attaining certain performance objectives based on predetermined measures of group or department success. These goals are specific to individual portfolio managers and are mutually agreed upon annually by each portfolio manager and his or her manager. Achievement of these goals is an important, but not exclusive, element of the bonus decision process.

 

In addition, the following non-exclusive list of qualitative criteria (collectively, the “Bonus Factors”) may be considered when determining the bonus for portfolio managers:

 

   

3-year, 2-year and 1-year dollar-weighted and account-weighted pre-tax investment performance as judged against the applicable benchmarks for each account managed by a portfolio manager (including the fund) and relative to applicable industry peer groups;

 

   

Appropriate risk positioning that is consistent with PIMCO’s investment philosophy and the Investment Committee/CIO approach to the generation of alpha;

 

   

Amount and nature of assets managed by the portfolio manager;

 

   

Consistency of investment performance across portfolios of similar mandate and guidelines (reward low dispersion);

 

   

Generation and contribution of investment ideas in the context of PIMCO’s secular and cyclical forums, portfolio strategy meetings, Investment Committee meetings, and on a day-to-day basis;

 

   

Absence of defaults and price defaults for issues in the portfolios managed by the portfolio manager;

 

   

Contributions to asset retention, gathering and client satisfaction;

 

   

Contributions to mentoring, coaching and/or supervising; and

 

   

Personal growth and skills added.

 

A portfolio manager’s compensation is not based directly on the performance of any portfolio or any other account managed by that portfolio manager. Final award amounts are determined by the PIMCO Compensation Committee.

 

Retention Bonuses.     Certain portfolio managers may receive a discretionary, fixed amount retention bonus, based upon the Bonus Factors and continued employment with PIMCO. Each portfolio manager who is a Senior Vice President or Executive Vice President of PIMCO receives a variable amount retention bonus, based upon the Bonus Factors and continued employment with PIMCO.

 

Investment professionals, including portfolio managers, are eligible to participate in a Long Term Cash Bonus Plan (“Cash Bonus Plan”), which provides cash awards that appreciate or depreciate based upon the performance of PIMCO’s parent company, Allianz Global Investors, and PIMCO over a three-year period.

 

C-70


The aggregate amount available for distribution to participants is based upon Allianz Global Investors’ profit growth and PIMCO’s profit growth. Participation in the Cash Bonus Plan is based upon the Bonus Factors, and the payment of benefits from the Cash Bonus Plan, is contingent upon continued employment at PIMCO.

 

Key employees of PIMCO, including certain Managing Directors, Executive Vice Presidents, and Senior Vice Presidents, are eligible to participate in the PIMCO Class M Unit Equity Participation Plan, a long-term equity plan. The Class M Unit Equity Participation Plan grants options on PIMCO equity that vest in years three, four and five. Upon vesting, the options will convert into PIMCO M Units, which are non-voting common equity of PIMCO. M Units pay out quarterly distributions equal to a pro-rata share of PIMCO’s net profits. There is no assured liquidity and they may remain outstanding perpetually.

 

Profit Sharing Plan.     Instead of a bonus, portfolio managers who are Managing Directors of PIMCO receive compensation from a non-qualified profit sharing plan consisting of a portion of PIMCO’s net profits. Portfolio managers who are Managing Directors receive an amount determined by the Partner Compensation Committee, based upon an individual’s overall contribution to the firm and the Bonus Factors. Under his employment agreement, William Gross receives a fixed percentage of the profit sharing plan.

 

Allianz Transaction Related Compensation.     In May 2000, a majority interest in the predecessor holding company of PIMCO was acquired by a subsidiary of Allianz AG (currently known as Allianz SE) (“Allianz”). In connection with the transaction, Mr. Gross received a grant of restricted stock of Allianz, the last of which vested on May 5, 2005.

 

Portfolio managers who are Managing Directors also have long-term employment contracts, which guarantee severance payments in the event of involuntary termination of a Managing Director’s employment with PIMCO.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Mihir Worah

  X                        

 

C-71


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

SSgA Funds Management, Inc. (“Adviser”)
Portfolio Manager   Presented below for each portfolio manager is the number of
other accounts
of the Adviser managed by the portfolio manager and the total assets in
the accounts managed within each category as of December 31, 2008
  Presented below for each of the categories is the number of
accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account
  Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts   Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets

EQ/Bond Index

John Kirby*

  7  

$3.1 Billion

  88  

$49.5 Billion

  111  

$89.2 Billion

  0   N/A   0   N/A   0   N/A

Elya Schwartzman

  7  

$3.1 Billion

  88  

$49.5 Billion

  111  

$89.2 Billion

  0   N/A   0   N/A   0   N/A

EQ/Large Cap Value Index

John Tucker*

  92  

$38.0 Billion

  209  

$271.8 Billion

 

215

 

$156 Billion

  0   N/A   0   N/A   0   N/A

Lynn Blake, CFA*

  92  

$38.0 Billion

  209  

$271.8 Billion

 

215

 

$156 Billion

  0   N/A   0   N/A   0   N/A

EQ/Mid Cap Value Index

John Tucker**

  92  

$37.3 Billion

  209  

$271.6 Billion

  215  

$156 Billion

  0   N/A   0   N/A   0   N/A

Lynn Blake**

  92  

$37.3 Billion

  209  

$271.6 Billion

  215  

$156 Billion

  0   N/A   0   N/A   0   N/A

EQ/Intermediate Government Bond Index

John Kirby

  8  

$3.19 Billion

  88  

$49.54 Billion

  111  

$89.18 Billion

  0   N/A   0   N/A   0   N/A

Elya Schwartzman

  8  

$3.19 Billion

  88  

$49.54 Billion

  111  

$89.19 Billion

  0   N/A   0   N/A   0   N/A

EQ/Core Bond Index

John Kirby

  8  

$3.19 Billion

  88  

$49.54 Billion

  111  

$89.18 Billion

  0   N/A   0   N/A   0   N/A

Michael Brunell, CFA

  8  

$3.19 Billion

  88  

$49.54 Billion

  111  

$89.19 Billion

  0   N/A   0   N/A   0   N/A

 

* Passive equity assets are managed on a team basis. The table refers to SSgA, comprised of all the investment management affiliates of State Street Corporation including SSgA FM.
** Passive fixed income assets are managed on a team basis. The table refers to SSgA, comprised of all the investment management affiliates of State Street Corporation including SSgA FM.

 

Description of Any Material Conflicts

 

A Portfolio Manager may be subject to potential conflicts of interest because he or she is responsible for other accounts in addition to the Fund. Potential conflicts may arise out of (a) the Portfolio Manager’s execution of different investment strategies for various accounts or (b) the allocation of investment opportunities among the Portfolio Manager’s accounts with the same strategy.

 

A potential conflict of interest may arise as a result of the Portfolio Manager’s responsibility for multiple accounts with the similar investment guidelines. Under these circumstances, a potential investment maybe suitable for more than one of the Portfolio Manager’s accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment. The Portfolio Manager may also manage accounts whose objectives and policies differ from that of the Fund. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the Portfolio Manager may have the adverse consequences for another account

 

C-72


managed by the Portfolio Manager. For example, an account may sell a significant position in a security, which could cause the market price of that security to decrease, while the Fund maintained its position in that security.

 

A potential conflict may arise when the Portfolio Manager is responsible for accounts that have different advisory fees—the difference in fees could create an incentive for the Portfolio Manager to favor one account over another, for example, in terms of access to investment opportunities. This conflict may be heightened if an account is subject to a performance-based fee. Another potential conflict may arise when the Portfolio Manager has an investment in one or more accounts that participates in transactions with other accounts. His or her investment(s) may create an incentive for the portfolio manager to favor one account over another. SSgA FM has adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers within SSgA FM are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, SSgA FM and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation.

 

Compensation as of December 31, 2008.

 

The compensation of SSgA FM’s investment professionals is based on a number of factors. The first factor considered is external market. Through an extensive compensation survey process, SSgA FM seeks to understand what its competitors are paying people to perform similar roles. This data is then used to determine a competitive baseline in the areas of base pay, bonus and long term incentive ( i.e. equity). The second factor taken into consideration is the size of the pool available for this compensation. SSgA FM is a part of State Street Corporation, and therefore works within its corporate environment on determining the overall level of its incentive compensation pool. Once determined, this pool is then allocated to the various locations and departments of State Street Global Advisers and SSgA FM. The discretionary determination of the allocation amounts to these locations and departments is influenced by the competitive market data, as well as the overall performance of the group. The pool is then allocated on a discretionary basis to individual employees based on their individual performance. There is no fixed formula for determining these amounts, nor is anyone’s compensation directly tied to the investment performance or asset value of a product or strategy. The same process is followed in determining equity incentive allocations.

 

Ownership of Securities of the Funds as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
  over
$1,000,000
EQ/Bond Index

John Kirby

  X                        

Elya Schwartzman

                           
EQ/Large Cap Value Index

John Tucker

  X                        

Lynn Blake, CFA

  X                        
EQ/Mid Cap Value Index

John Tucker

  X                        

Lynn Blake

  X                        
EQ/Intermediate Government Bond Index

John Kirby

                           

Elya Schwartzman

                           
EQ/Core Bond Index

John Kirby

                           

Michael Brunell

                           

 

C-73


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/T. Rowe Price Growth Stock (“Fund”)

T. Rowe Price Associates, Inc. (“Adviser”)

Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Presented below for each of the categories is the number of
accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account
  Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts   Registered Investment Companies   Other Pooled
Investment Vehicles
  Other Accounts
  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
 

Total

Assets

  Number
of
Accounts
 

Total

Assets

P. Robert Bartolo

                                               

 

T. ROWE PRICE ASSOCIATES, INC.

 

Description of any material conflicts

 

Portfolio managers at T. Rowe Price typically manage multiple accounts. These accounts may include, among others, mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, colleges and universities, foundations) Luxembourg SICAVs, and commingled trust accounts. Portfolio managers make investment decisions for each portfolio based on the investment objectives, policies, practices and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio. T. Rowe Price has adopted brokerage and trade allocation policies and procedures which it believes are reasonably designed to address any potential conflicts associated with managing multiple accounts for multiple clients. Also, as disclosed under the “Compensation” section below, our portfolio managers’ compensation is determined in the same manner with respect to all portfolios managed by the portfolio manager.

 

Compensation for the fiscal year completed December 31, 2008

 

Portfolio manager compensation consists primarily of a base salary, a cash bonus, and an equity incentive that usually comes in the form of a stock option grant. Occasionally, portfolio managers will also have the opportunity to participate in venture capital partnerships. Compensation is variable and is determined based on the following factors.

 

Portfolio manager compensation is based partly on performance. Investment performance over one-, three-, five-, and 10-year periods is the most important input. We evaluate performance in absolute, relative, and risk-adjusted terms. Relative performance and risk-adjusted performance are determined with reference to the broad based index (ex. S&P500) and an applicable Lipper index (ex. Large-Cap Growth), though other benchmarks may be used as well. Investment results are also compared to comparably managed funds of competitive investment management firms.

 

Performance is primarily measured on a pre-tax basis though tax-efficiency is considered and is especially important for tax efficient funds. It is important to note that compensation is viewed with a long term time horizon. The more consistent a manager’s performance over time, the higher the compensation opportunity. The increase or decrease in a fund’s assets due to the purchase or sale of fund shares is not considered a material factor.

 

Contribution to our overall investment process is an important consideration as well. Sharing ideas with other portfolio managers, working effectively with and mentoring our younger analysts, and being good corporate citizens are important components of our long term success and are highly valued.

 

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All employees of T. Rowe Price, including portfolio managers, participate in a 401(k) plan sponsored by T. Rowe Price Group. In addition, all employees are eligible to purchase T. Rowe Price common stock through an employee stock purchase plan that features a limited corporate matching contribution. Eligibility for and participation in these plans is on the same basis as for all employees. Finally, all vice presidents of T. Rowe Price Group, including all portfolio managers, receive supplemental medical/hospital reimbursement benefits.

 

This compensation structure is used for all portfolios managed by the portfolio manager.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

P. Robert Bartolo

  X                        

 

C-75


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/AXA Templeton Growth Core (“Fund”)
Portfolio Manager  

Presented below for each portfolio manager is the number of other

accounts managed by the portfolio manager and the total

assets in the accounts managed within each category as of

December 31, 2008

 

Presented below for each of the categories is the number of

accounts and the total assets of the accounts with respect to which

the advisory fee is based on the performance of the account

 

Registered Investment

Companies

 

Other Pooled

Investment Vehicles

  Other Accounts   Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts
    Number
of Accts.
 

Total

Assets

  Number of
Accts.
 

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

Templeton Global Advisors Limited

                                                 
BlackRock Investment Management LLC
                                                 
                                                 
                                                 

 

TEMPLETON GLOBAL ADVISORS LIMITED

 

Description of Any Material Conflicts

 

Portfolio managers that provide investment services to the Fund may also provide services to a variety of other investment products, including other funds, institutional accounts and private accounts. The advisory fees for some of such other products and accounts may be different than that charged to the Fund and may include performance based compensation. This may result in fees that are higher (or lower) than the advisory fees paid by the Fund. As a matter of policy, each fund or account is managed solely for the benefit of the beneficial owners thereof. As discussed below, the separation of the trading execution function from the portfolio management function and the application of objectively based trade allocation procedures helps to mitigate potential conflicts of interest that may arise as a result of the portfolio managers managing accounts with different advisory fees.

 

The management of multiple funds, including the Fund, and accounts may also give rise to potential conflicts of interest if the funds and other accounts have different objectives, benchmarks, time horizons, and fees as the portfolio manager must allocate his or her time and investment ideas across multiple funds and accounts. The Adviser seeks to manage such competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline. Most other accounts managed by a portfolio manager are managed using the same investment strategies that are used in connection with the management of the Fund. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar portfolios, which may minimize the potential for conflicts of interest. The separate management of the trade execution and valuation functions from the portfolio management process also helps to reduce potential conflicts of interest. However, securities selected for funds or accounts other than the Fund may outperform the securities selected for the Fund. Moreover, if a portfolio manager identifies a limited investment opportunity that may be suitable for more than one fund or other account, the Fund may not be able to take full advantage of that opportunity due to an allocation of that opportunity across all eligible funds and other accounts. The Adviser seeks to manage such potential conflicts by using procedures intended to provide a fair allocation of buy and sell opportunities among funds and other accounts.

 

The structure of a portfolio manager’s compensation may give rise to potential conflicts of interest. A portfolio manager’s base pay and bonus tend to increase with additional and more complex responsibilities that include increased assets under management. As such, there may be an indirect relationship between a portfolio manager’s marketing or sales efforts and his or her bonus.

 

C-76


Finally, the management of personal accounts by a portfolio manager may give rise to potential conflicts of interest. While the Adviser has adopted a code of ethics which it believes contains provisions reasonably necessary to prevent a wide range of prohibited activities by portfolio managers and others with respect to their personal trading activities, there can be no assurance that the code of ethics addresses all individual conduct that could result in conflicts of interest.

 

The Adviser and the Fund have adopted certain compliance procedures that are designed to address these, and other, types of conflicts. However, there is no guarantee that such procedures will detect each and every situation where a conflict arises.

 

Compensation for the fiscal year completed December 31, 2008

 

The manager seeks to maintain a compensation program that is competitively positioned to attract, retain and motivate top-quality investment professionals. Portfolio managers receive a base salary, a cash incentive bonus opportunity, an equity compensation opportunity, and a benefits package. Portfolio manager compensation is reviewed annually and the level of compensation is based on individual performance, the salary range for a portfolio manager’s level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio manager’s compensation consists of the following three elements:

 

Base Salary  — Each portfolio manager is paid a base salary.

 

Annual Bonus  — Annual bonuses are structured to align the interests of the portfolio manager with those of the Fund’s shareholders. Each portfolio manager is eligible to receive an annual bonus. Bonuses generally are split between cash (50% to 65%) and restricted shares of Franklin Resources stock (17.5% to 25%) and mutual fund shares (17.5% to 25%). The deferred equity-based compensation is intended to build a vested interest of the portfolio manager in the financial performance of both Franklin Resources and mutual funds advised by the Adviser. The bonus plan is intended to provide a competitive level of annual bonus compensation that is tied to the portfolio manager achieving consistently strong investment performance, which aligns the financial incentives of the portfolio manager and Fund shareholders. The Chief Investment Officer of the Adviser and/or other officers of the Adviser, with responsibility for the Fund, have discretion in the granting of annual bonuses to portfolio managers in accordance with Franklin Templeton guidelines. The following factors are generally used in determining bonuses under the plan:

 

Investment Performance  — Primary consideration is given to the historic investment performance over the 1, 3 and 5 preceding years of all accounts managed by the portfolio manager. The pre-tax performance of each fund managed is measured relative to a relevant peer group and/or applicable benchmark as appropriate.

 

Research  — Where the portfolio management team also has research responsibilities, each portfolio manager is evaluated on the number and performance of recommendations over time, productivity and quality of recommendations, and peer evaluation.

 

Non-Investment Performance  — For senior portfolio managers, there is a qualitative evaluation based on leadership and the mentoring of staff.

 

Responsibilities  — The characteristics and complexity of funds managed by the portfolio manager are factored in the manager’s appraisal.

 

Additional Long-Term Equity-Based Compensation  — Portfolio managers may also be awarded restricted shares or units of Franklin Resources stock or restricted shares or units of one or more mutual funds, and options to purchase common shares of Franklin Resources stock. Awards of such deferred equity-based compensation typically vest over time, so as to create incentives to retain key talent.

 

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Portfolio managers also participate in benefit plans and programs available generally to all employees of the manager.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
  over
$1,000,000

Cindy Sweeting

  X                        

Tucker Scott

  X                        

Lisa F. Myers, CFA

  X                        

 

BLACKROCK INVESTMENT MANAGEMENT LLC

 

Description of any material conflicts

 

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account.

 

BlackRock and its affiliates has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Portfolio, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Portfolio. In addition, BlackRock, its affiliates and any officer, director, stockholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Portfolio. BlackRock, or any of its affiliates, or any officer, director, stockholder, employee or any member of their families may take different actions than those recommended to the Portfolio by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock’s (or its affiliates’) officers, directors or employees are directors or officers, or companies as to which BlackRock or any of its affiliates or the officers, directors and employees of any of them has any substantial economic interest or possess material non-public information. Each portfolio manager also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for the Portfolio. In this regard, it should be noted that a portfolio manager may currently manage certain accounts that are subject to performance fees. In addition, a portfolio manager may assist in managing certain hedge funds and may be entitled to receive a portion of any incentive fees earned on such funds and a portion of such incentive fees may be voluntarily or involuntarily deferred. Additional portfolio managers may in the future manage other such accounts or funds and may be entitled to receive incentive fees.

 

As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock has adopted a policy that is intended to ensure that investment opportunities are allocated fairly and equitably among client accounts over time. This policy also seeks to achieve reasonable efficiency

 

C-78


in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base.

 

Compensation for the fiscal year completed December 31, 2008

 

BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock such as its Long-Term Retention and Incentive Plan.

 

Base compensation.     Generally, portfolio managers receive base compensation based on their seniority and/or their position with the firm. Senior portfolio managers who perform additional management functions within the portfolio management group or within BlackRock may receive additional compensation for serving in these other capacities.

 

Discretionary Incentive Compensation

 

Discretionary incentive compensation is based on a formulaic compensation program. BlackRock’s formulaic portfolio manager compensation program includes: pre-tax investment performance relative to appropriate competitors or benchmarks over 1-, 3- and 5-year performance periods and a measure of operational efficiency. If a portfolio manager’s tenure is less than five years, performance periods will reflect time in position. In most cases, including for the portfolio managers of the Fund, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Fund or other accounts managed by the portfolio managers are measured. BlackRock’s Chief Investment Officers determine the benchmarks against which the performance of funds and other accounts managed by each portfolio manager is compared and the period of time over which performance is evaluated. With respect to the portfolio managers, such benchmarks for the EQ/BlackRock Basic Value Equity Portfolio include the Russell 1000 Value Index.

 

Portfolio managers who meet relative investment performance and financial management objectives during a specified performance time period are eligible to receive an additional bonus which may or may not be a large part of their overall compensation. A smaller element of portfolio manager discretionary compensation may include consideration of: financial results, expense control, profit margins, strategic planning and implementation, quality of client service, market share, corporate reputation, capital allocation, compliance and risk control, leadership, workforce diversity, supervision, technology and innovation. All factors are considered collectively by BlackRock management.

 

Distribution of Discretionary Incentive Compensation

 

Discretionary incentive compensation is distributed to portfolio managers in a combination of cash and BlackRock, Inc. restricted stock units which vest ratably over a number of years. The BlackRock, Inc. restricted stock units, if properly vested, will be settled in BlackRock, Inc. common stock. Typically, the cash bonus, when combined with base salary, represents more than 60% of total compensation for the portfolio managers. Paying a portion of annual bonuses in stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods.

 

Long-Term Retention and Incentive Plan (“LTIP”) — The LTIP is a long-term incentive plan that seeks to reward certain key employees. Beginning in 2006, awards are granted under the LTIP in the form of BlackRock, Inc. restricted stock units that, if properly vested and subject to the attainment of certain

 

C-79


performance goals, will be settled in BlackRock, Inc. common stock. Messrs. Rendino, Schansinger and Ms. King have each received awards under the LTIP.

 

Deferred Compensation Program — A portion of the compensation paid to eligible BlackRock employees may be voluntarily deferred into an account that tracks the performance of certain of the firm’s investment products. Each participant in the deferred compensation program is permitted to allocate his deferred amounts among the various investment options. Messrs. Rendino, Schansinger and Ms. King have each participated in the deferred compensation program.

 

Other compensation benefits.     In addition to base compensation and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:

 

Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 6% of eligible pay contributed to the plan capped at $4,000 per year, and a company retirement contribution equal to 3% of eligible compensation, plus an additional contribution of 2% for any year in which BlackRock has positive net operating income. The RSP offers a range of investment options, including registered investment companies managed by the firm. BlackRock contributions follow the investment direction set by participants for their own contributions or, absent employee investment direction, are invested into a balanced portfolio. The ESPP allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares or a dollar value of $25,000. Each portfolio manager is eligible to participate in these plans.

 

Ownership of Securities of the Portfolio as of December 31, 2008

 

Portfolio Manager   None  

$1-

$10,000

  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001 -
$1,000,000
 

Over

$1,000,000

    X                        
    X                        
    X                        

 

C-80


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/UBS Growth and Income (“Fund”)

UBS Global Asset Management (Americas) Inc. (“Adviser”)

Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Presented below for each of the categories is the number of
accounts and the total assets in the accounts with respect to
which the advisory fee is based on the performance of the account
  Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts   Registered Investment Companies   Other Pooled
Investment Vehicles
  Other Accounts
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
  Total
Assets
  Number
of
Accounts
 

Total

Assets

John Leonard

                                               

Thomas M. Cole

                                               

Thomas J. Digenan

                                               

Scott C. Hazen

                                               

 

Description of Any Material Conflicts

 

The Portfolio Management Team manages accounts utilizing a model portfolio approach that groups similar accounts within a model portfolio. The number of model portfolios under management may change from time to time. The team manages accounts to their respective models, including where possible, those accounts that have specific investment restrictions. There are no perceived conflicts between accounts. Dispersion between accounts within a model portfolio is small due to the use of models and the intention to aggregate transactions where possible. The models developed by the portfolio managers may, from time to time, also be used by other managed asset allocation or balanced accounts and funds to gain exposure to the asset class.

 

The management of the Portfolio and other accounts could result in potential conflicts of interest if the Portfolio and other accounts have different objectives, benchmarks and fees because the portfolio manager and his team must allocate time and investment expertise across multiple accounts, including the Portfolio. The portfolio manager and his team, which includes John Leonard, Thomas Cole, Thomas Digenan and Scott Hazen, manage the Portfolio and other accounts utilizing a model portfolio approach that groups similar accounts within a model portfolio. The Adviser manages accounts according to the appropriate model portfolio, including where possible, those accounts that have specific investment restrictions. Accordingly, portfolio holdings, position sizes, and industry and sector exposures tend to be similar across accounts, which may minimize the potential for conflicts of interest. If a portfolio manager identifies a limited investment opportunity that may be suitable for more than one account or model portfolio, the Portfolio may not be able to take full advantage of that opportunity due to an allocation of filled purchase or sale orders across all eligible model portfolios and accounts. To deal with these situations, the Adviser has adopted procedures for allocating portfolio trades across multiple accounts to provide fair treatment to all accounts. The management of personal accounts by a portfolio manager may also give rise to potential conflicts of interest. The Adviser and the Portfolio have adopted Codes of Ethics that govern such personal trading but there is no assurance that the Codes will adequately address all such conflicts.

 

Compensation for the fiscal year completed December 31, 2008

 

The portfolio managers receive a base salary and incentive compensation based on their personal performance.

 

The Adviser’s compensation and benefits programs are designed to provide investment professionals with incentives to excel, and to promote an entrepreneurial, performance-oriented culture. They also align the interests of its investment professionals with the interests of its clients. Overall compensation can be grouped into four categories:

 

   

Competitive salary, benchmarked to maintain competitive compensation opportunities.

 

C-81


   

Annual bonus, tied to individual contributions and investment performance.

 

   

UBS equity awards, promoting company-wide success and employee retention.

 

Base salary     is used to recognize the experience, skills and knowledge that investment professionals bring to their roles. Salary levels are monitored and adjusted periodically in order to remain competitive within the investment management industry.

 

Annual bonuses     are strictly and rigorously correlated with performance. As such, annual incentives can be highly variable, and are based on three components: 1) the Adviser’s overall business success; 2) the performance of the respective asset class and/or investment mandate; and 3) an individual’s specific contribution to the firm’s results. The Adviser strongly believes that tying bonuses to both long-term (3-year) and shorter-term (1-year) portfolio pre-tax performance closely aligns the investment professionals’ interests with those of the Adviser’s clients. A portion of each portfolio manager’s bonus is based on the performance of each fund the portfolio manager manages compared to the fund’s broad-based index over a three-year rolling period.

 

UBS AG equity.     Many of the Adviser’s senior investment professionals receive a portion of their annual performance-based incentive in the form of deferred or restricted UBS AG shares or employee stock options. Not only does this reinforce the critical importance of creating long-term business value, it also serves as an effective retention tool as the equity shares typically vest over a number of years.

 

Broader equity share ownership is encouraged for all employees through “Equity Plus”. This long-term incentive program gives employees the opportunity to purchase UBS stock with after-tax funds from their bonus or salary. Two UBS AG stock options are given for each share acquired and held for two years. The Adviser feels this engages employees as partners in the firm’s success, and helps to maximize the integrated business strategy.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

John Leonard

  X                        

Thomas M. Cole

  X                        

Thomas J. Digenan

  X                        

Scott C. Hazen

  X                        

 

C-82


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/Global Bond PLUS (“Fund”)
Portfolio Manager  

Presented below for each portfolio manager is the number of other

accounts managed by the portfolio manager and the total

assets in the accounts managed within each category as of

December 31, 2008

 

Presented below for each of the categories is the number of

accounts and the total assets of the accounts with respect to which

the advisory fee is based on the performance of the account

 

Registered Investment

Companies

 

Other Pooled

Investment Vehicles

  Other Accounts   Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts
    Number
of Accts.
 

Total

Assets

  Number of
Accts.
 

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

AXA Funds Management Group Unit

Kenneth T. Kozlowski

                                               
First International Advisors, LLC d/b/a Evergreen International Advisors
                                                 
BlackRock Investment Management LLC
                            0   N/A   0   N/A   0   N/A
                                                 

 

AXA FUNDS MANAGEMENT GROUP UNIT

 

Description of Any Material Conflicts

 

Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including All Asset Allocation Portfolio, EQ/International ETF Portfolio and EQ/Franklin Templeton Founding Strategy Portfolio), such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager or Adviser has a greater financial incentive, such as a performance fee account. The Adviser has adopted policies and procedures reasonably designed to address these types of conflicts and that serve to operate in a manner that is fair and equitable among its clients, including the Funds.

 

All Asset Allocation Portfolio and most other registered investment companies for which Mr. Kozlowski serves as the portfolio manager are each structured as a “fund of funds,” which invest in other registered investment companies for which AXA Equitable serves as the investment manager. None of these portfolios is subject to an advisory fee that is based on the performance of the portfolio. Given such “fund of funds” structure and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio manager’s compensation as further described below, Mr. Kozlowski is not, as a general matter and in relation to these Funds, subject to the potential conflicts of interest that may arise in connection with his management of the Fund, on the one hand, and the other portfolios, on the other, such as material differences in the investment strategies or allocation of investment opportunities.

 

Compensation as of December 31, 2008

 

Because Mr. Kozlowski serves as officer and employee of AXA Equitable and his respective roles are not limited to serving as the portfolio managers of the Fund and other accounts managed by him, his compensation is based on AXA Equitable’s compensation program as it applies to the firm’s officers in general. AXA Equitable’s compensation program consists of a base salary, short-term incentive compensation and long-term incentive compensation. Individual jobs are defined based on scope, responsibility and market value and assigned to a specific level within the firm’s base salary structure. An individual’s base salary is then established within the range of such structure based on a combination of

 

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experience, skills, job content and performance and periodically evaluated based on survey data and market research. Annual short-term incentive compensation opportunities, granted in cash, are made available depending on whether firm-wide objectives were met during the year, as measured by various performance objectives such as underlying and adjusted earnings, expense management and sales. Once the target level of the short-term incentive compensation is determined by the firm, awards are made to individuals based on their salary structure and grade of position and individual performance. Annual long-term incentive compensation, granted in the form of stock options, restricted stocks and/or performance units, is offered in a manner similar to the short-term incentive compensation and is based on the combination of firm-wide performance and individual performance.

 

Ownership of Shares of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Kenneth T. Kozlowski

  X                        

 

FIRST INTERNATIONAL ADVISORS, LLC D/B/A EVERGREEN INTERNATIONAL ADVISORS

 

Description of Any Material Conflicts

 

The portfolio managers for EQ/Evergreen International Bond generally face two types of conflicts of interest: (1) conflicts between and among the interests of the various accounts they manage, and (2) conflicts between the interests of the accounts they manage and their own personal interests. The policies of Evergreen International require that portfolio managers treat all accounts they manage equitably and fairly in the face of such real or potential conflicts.

 

The management of multiple funds and other accounts may require the portfolio manager to devote less than all of his or her time to a fund, particularly if the funds and accounts have different objectives, benchmarks and time horizons. The portfolio manager may also be required to allocate his or her investment ideas across multiple funds and accounts. In addition, if a portfolio manager identifies a limited investment opportunity, such as an initial public offering, that may be suitable for more than one fund or other account, a Portfolio may not be able to take full advantage of that opportunity due to an allocation of that investment across all eligible funds and accounts. Further, security purchase and sale orders for multiple accounts often are aggregated for purpose of execution. Although such aggregation generally benefits clients, it may cause the price or brokerage costs to be less favorable to a particular client than if similar transactions were not being executed concurrently for other accounts. It may also happen that a fund’s adviser or sub-adviser will determine that it would be in the best interest, and consistent with the investment policies, of another account to sell a security (including by means of a short sale) that a fund holds long, potentially resulting in a decrease in the market value of the security held by the fund.

 

Evergreen International does not receive a performance fee for its management of the Portfolios. Evergreen International and/or a portfolio manager may have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor accounts other than the Portfolios — for instance, those that pay a higher advisory fee and/or have a performance fee. The policies of Evergreen International, however, require that portfolio managers treat all accounts they manage equitably and fairly.

 

As noted above, portfolio managers may also experience certain conflicts between the interests of the accounts they manage and their own personal interests (which may include interests in advantaging Evergreen International or a sub-adviser). The structure of a portfolio manager’s or an investment adviser’s compensation may create an incentive for the manager or adviser to favor accounts whose

 

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performance has a greater impact on such compensation. The portfolio manager may, for example, have an incentive to allocate favorable or limited opportunity investments or structure the timing of investments to favor such accounts. Similarly, if a portfolio manager holds a larger personal investment in one fund than he or she does in another, the portfolio manager may have an incentive to favor the fund in which he or she holds a larger stake.

 

The Evergreen funds may engage in cross trades, in which one Evergreen fund sells a particular security to another Evergreen fund or account (potentially saving transaction costs for both accounts). Cross trades may pose a potential conflict of interest if, for example, one account sells a security to another account at a higher price than an independent third party would pay.

 

In general, Evergreen International has policies and procedures to address the various potential conflicts of interest described above. Each adviser has policies and procedures designed to ensure that portfolio managers have sufficient time and resources to devote to the various accounts they manage. Similarly, each firm has policies and procedures designed to ensure that investments and investment opportunities are allocated fairly across accounts, and that the interests of client accounts are placed ahead of a portfolio manager’s personal interests. However, there is no guarantee that such procedures will detect or address each and every situation where a conflict arises.

 

Compensation for the fiscal year completed December 31, 2008

 

For Evergreen International, portfolio managers’ compensation consists primarily of a base salary and an annual bonus. Each portfolio manager’s base salary is reviewed annually and adjusted based on consideration of various factors specific to the individual portfolio manager, including, among others, experience, quality of performance record and breadth of management responsibility, and a comparison to competitive market data provided by external compensation consultants. The annual bonus pool for portfolio managers and other employees that are eligible to receive bonuses is determined based on the overall profitability of the firm during the relevant year. Certain portfolio managers may have bonuses predetermined at certain amounts for certain periods of time.

 

The annual bonus has an investment performance component, which accounts for a majority of the annual bonus, and a subjective evaluation component. The bonus is typically paid in a combination of cash and equity incentive awards (non-qualified stock options and/or restricted stock) in Wachovia Corporation, Evergreen International’s publicly traded parent company. The amount of the investment performance component is based on the pre-tax investment performance of the funds and accounts managed by the individual (or one or more appropriate composites of such funds and accounts) over the prior five years compared to the performance over the same time period of an appropriate benchmark (typically a broad-based index or universe of external funds or managers with similar characteristics). See the information below relating to other funds and accounts managed by the portfolio managers for the specific benchmarks used in evaluating performance. In calculating the amount of the investment performance component, performance for the most recent year is weighted 25%, performance for the most recent three-year period is weighted 50% and performance for the most recent five-year period is weighted 25%. In general, the investment performance component is determined using a weighted average of investment performance of each product managed by the portfolio manager, with the weighting done based on the amount of assets the portfolio manager is responsible for in each such product. For example, if a portfolio manager was to manage a mutual fund with $400 million in assets and separate accounts totaling $100 million in assets, performance with respect to the mutual fund would be weighted 80% and performance with respect to the separate accounts would be weighted 20%. In certain cases, portfolio weights within the composite may differ from the actual weights as determined by assets. For example, a very small fund’s weight within a composite may be increased to create a meaningful contribution.

 

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To be eligible for an investment performance related bonus, the time-weighted average percentile rank must be above the 50 th percentile. A portfolio manager has the opportunity to maximize the investment performance component of the incentive payout by generating performance at or above the 25 th percentile level.

 

In determining the subjective evaluation component of the bonus, each manager is measured against predetermined objectives and evaluated in light of other discretionary considerations. Objectives are set in several categories, including teamwork, participation in various assignments, leadership, and development of staff.

 

For calendar year 2008, the investment performance component of each portfolio manager’s bonus will be determined based on comparisons to the benchmarks (either to the individual benchmark or one or more composites of all or some of such benchmarks) indicated below. The benchmarks may change for purposes of calculating bonus compensation for calendar year 2008.

 

Portfolio Manager   Benchmarks
Peter Wilson  

Lipper Global Income Index

Lipper Institutional Money Market Index

Lipper International Income Index

Lipper Multi Sector Income Index

Lipper Global Income CE Index

Anthony J. Norris  

Lipper Global Income Index

Lipper Institutional Money Market Index

Lipper International Income Index

Lipper Multi Sector Income Index

Lipper Global Income CE Index

 

Evergreen portfolio managers that manage certain privately offered pooled investment vehicles may also receive a portion of the advisory fees and/or performance fees charged by Evergreen (or an affiliate of Evergreen) to such clients. None of the portfolio managers of the Portfolios receives such compensation.

 

In addition, portfolio managers may participate, at their election, in various benefits programs, including the following:

 

   

medical, dental, vision and prescription benefits,

 

   

life, disability and long-term care insurance,

 

   

before-tax spending accounts relating to dependent care, health care, transportation and parking, and

 

   

various other services, such as family counseling and employee assistance programs, prepaid or discounted legal services, health care advisory programs and access to discount retail services.

 

These benefits are broadly available to Evergreen employees. Senior level employees, including many portfolio managers but also including many other senior level executives, may pay more or less than employees that are not senior level for certain benefits, or be eligible for, or required to participate in, certain benefits programs not available to employees who are not senior level. For example, only senior level employees above a certain compensation level are eligible to participate in the Wachovia Corporation deferred compensation plan, and certain senior level employees are required to participate in the deferred compensation plan.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

    X                        
    X                        

 

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BLACKROCK INVESTMENT MANAGEMENT LLC

 

Description of any material conflicts

 

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account.

 

BlackRock and its affiliates has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Portfolio, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Portfolio. In addition, BlackRock, its affiliates and any officer, director, stockholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Portfolio. BlackRock, or any of its affiliates, or any officer, director, stockholder, employee or any member of their families may take different actions than those recommended to the Portfolio by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock’s (or its affiliates’) officers, directors or employees are directors or officers, or companies as to which BlackRock or any of its affiliates or the officers, directors and employees of any of them has any substantial economic interest or possess material non-public information. Each portfolio manager also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for the Portfolio. In this regard, it should be noted that a portfolio manager may currently manage certain accounts that are subject to performance fees. In addition, a portfolio manager may assist in managing certain hedge funds and may be entitled to receive a portion of any incentive fees earned on such funds and a portion of such incentive fees may be voluntarily or involuntarily deferred. Additional portfolio managers may in the future manage other such accounts or funds and may be entitled to receive incentive fees.

 

As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock has adopted a policy that is intended to ensure that investment opportunities are allocated fairly and equitably among client accounts over time. This policy also seeks to achieve reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base.

 

Compensation for the fiscal year completed December 31, 2008

 

BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock such as its Long-Term Retention and Incentive Plan.

 

Base compensation.     Generally, portfolio managers receive base compensation based on their seniority and/or their position with the firm. Senior portfolio managers who perform additional management

 

C-87


functions within the portfolio management group or within BlackRock may receive additional compensation for serving in these other capacities.

 

Discretionary Incentive Compensation

 

Discretionary incentive compensation is based on a formulaic compensation program. BlackRock’s formulaic portfolio manager compensation program includes: pre-tax investment performance relative to appropriate competitors or benchmarks over 1-, 3- and 5-year performance periods and a measure of operational efficiency. If a portfolio manager’s tenure is less than five years, performance periods will reflect time in position. In most cases, including for the portfolio managers of the Fund, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Fund or other accounts managed by the portfolio managers are measured. BlackRock’s Chief Investment Officers determine the benchmarks against which the performance of funds and other accounts managed by each portfolio manager is compared and the period of time over which performance is evaluated. With respect to the portfolio managers, such benchmarks for the EQ/BlackRock Basic Value Equity Portfolio include the Russell 1000 Value Index.

 

Portfolio managers who meet relative investment performance and financial management objectives during a specified performance time period are eligible to receive an additional bonus which may or may not be a large part of their overall compensation. A smaller element of portfolio manager discretionary compensation may include consideration of: financial results, expense control, profit margins, strategic planning and implementation, quality of client service, market share, corporate reputation, capital allocation, compliance and risk control, leadership, workforce diversity, supervision, technology and innovation. All factors are considered collectively by BlackRock management.

 

Distribution of Discretionary Incentive Compensation

 

Discretionary incentive compensation is distributed to portfolio managers in a combination of cash and BlackRock, Inc. restricted stock units which vest ratably over a number of years. The BlackRock, Inc. restricted stock units, if properly vested, will be settled in BlackRock, Inc. common stock. Typically, the cash bonus, when combined with base salary, represents more than 60% of total compensation for the portfolio managers. Paying a portion of annual bonuses in stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods.

 

Long-Term Retention and Incentive Plan (“LTIP”) — The LTIP is a long-term incentive plan that seeks to reward certain key employees. Beginning in 2006, awards are granted under the LTIP in the form of BlackRock, Inc. restricted stock units that, if properly vested and subject to the attainment of certain performance goals, will be settled in BlackRock, Inc. common stock. Messrs. Rendino, Schansinger and Ms. King have each received awards under the LTIP.

 

Deferred Compensation Program — A portion of the compensation paid to eligible BlackRock employees may be voluntarily deferred into an account that tracks the performance of certain of the firm’s investment products. Each participant in the deferred compensation program is permitted to allocate his deferred amounts among the various investment options. Messrs. Rendino, Schansinger and Ms. King have each participated in the deferred compensation program.

 

Other compensation benefits.     In addition to base compensation and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:

 

Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement

 

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Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 6% of eligible pay contributed to the plan capped at $4,000 per year, and a company retirement contribution equal to 3% of eligible compensation, plus an additional contribution of 2% for any year in which BlackRock has positive net operating income. The RSP offers a range of investment options, including registered investment companies managed by the firm. BlackRock contributions follow the investment direction set by participants for their own contributions or, absent employee investment direction, are invested into a balanced portfolio. The ESPP allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares or a dollar value of $25,000. Each portfolio manager is eligible to participate in these plans.

 

Ownership of Securities of the Portfolio as of December 31, 2008

 

Portfolio Manager   None  

$1-

$10,000

  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001 -
$1,000,000
 

Over

$1,000,000

Kevin Rendino

  X                        

Kurt Schansinger

  X                        

Carrie King

  X                        

 

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EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/Global Multi-Sector Equity Portfolio (“Fund”)
Portfolio Manager  

Presented below for each portfolio manager is the number of other

accounts managed by the portfolio manager and the total

assets in the accounts managed within each category as of

December 31, 2008

 

Presented below for each of the categories is the number of

accounts and the total assets of the accounts with respect to which

the advisory fee is based on the performance of the account

 

Registered Investment

Companies

 

Other Pooled

Investment Vehicles

  Other Accounts   Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts
    Number
of Accts.
 

Total

Assets

  Number of
Accts.
 

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

Morgan Stanley Investment Management, Inc

                                                 
BlackRock Investment Management LLC
                                                 
                                                 
                                                 

 

MORGAN STANLEY INVESTMENT MANAGEMENT, INC.

 

Description of Any Material Conflicts

 

Because the portfolio managers manage assets for other investment companies, pooled investment vehicles, and/or other accounts (including institutional clients, pension plans and certain high net worth individuals), there may be an incentive to favor one client over another resulting in conflicts of interest. For instance, the Adviser may receive fees from certain accounts that are higher than the fee it receives from a Fund, or it may receive a performance-based fee on certain accounts. In those instances, the portfolio managers may have an incentive to favor the higher and/or performance-based fee accounts over a Fund. In addition, a conflict of interest could exist to the extent the Adviser has proprietary investments in certain accounts, where portfolio managers have personal investments in certain accounts or when certain accounts are investment options in the Adviser’s employee benefits and/or deferred compensation plans. The portfolio manager may have an incentive to favor these accounts over others. If the Adviser manages accounts that engage in short sales of securities of the type in which a Fund invests, the Adviser could be seen as harming the performance of the Fund for the benefit of the accounts engaging in short sales if the short sales cause the market value of the securities to fall. The Adviser has adopted trade allocation and other policies and procedures that it believes are reasonably designed to address these and other conflicts of interest.

 

Compensation for the fiscal year completed December 31, 2008

 

Portfolio managers receive a combination of base compensation and discretionary compensation, comprising a cash bonus and several deferred compensation programs described below. The methodology used to determine portfolio manager compensation is applied across all funds/accounts managed by the portfolio manager.

 

Base salary compensation.     Generally, portfolio managers receive base salary compensation based on the level of their position with the Adviser.

 

Discretionary compensation.     In addition to base compensation, portfolio managers may receive discretionary compensation.

 

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Discretionary compensation can include:

 

   

Cash Bonus.

 

   

Morgan Stanley’s Long Term Incentive Compensation awards  — a mandatory program that defers a portion of discretionary year-end compensation into restricted stock units or other awards based on Morgan Stanley common stock or other investments that are subject to vesting and other conditions.

 

   

Investment Management Alignment Plan (IMAP) awards  — a mandatory program that defers a portion of discretionary year-end compensation and notionally invests it in designated funds advised by the Adviser or its affiliates. The award is subject to vesting and other conditions. Portfolio managers must notionally invest a minimum of 25% to a maximum of 100% of the IMAP deferral into a combination of the designated funds they manage that are included in the IMAP fund menu, which may or may not include the Fund.

 

   

Voluntary Deferred Compensation Plans  — voluntary programs that permit certain employees to elect to defer a portion of their discretionary year-end compensation and directly or notionally invest the deferred amount across a range of designated investment funds, including funds advised by the Adviser or its affiliates.

 

Several factors determine discretionary compensation, which can vary by portfolio management team and circumstances. In order of relative importance, these factors include:

 

   

Investment performance. A portfolio manager’s compensation is linked to the pre-tax investment performance of the funds/accounts managed by the portfolio manager. Investment performance is calculated for one-, three- and five-year periods measured against a fund’s/account’s primary benchmark (as set forth in the fund’s prospectus), indices and/or peer groups, where applicable. Generally, the greatest weight is placed on the three- and five-year periods.

 

   

Revenues generated by the investment companies, pooled investment vehicles and other accounts managed by the portfolio manager.

 

   

Contribution to the business objectives of the Adviser.

 

   

The dollar amount of assets managed by the portfolio manager.

 

   

Market compensation survey research by independent third parties.

 

   

Other qualitative factors, such as contributions to client objectives.

 

   

Performance of Morgan Stanley and Morgan Stanley Investment Management, and the overall performance of the investment team(s) of which the portfolio manager is a member.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

    X                        
    X                        
    X                        
    X                        
    X                        
    X                        

 

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BLACKROCK INVESTMENT MANAGEMENT LLC

 

Description of any material conflicts

 

Real, potential or apparent conflicts of interest may arise when a portfolio manager has day-to-day portfolio management responsibilities with respect to more than one fund or account.

 

BlackRock and its affiliates has built a professional working environment, firm-wide compliance culture and compliance procedures and systems designed to protect against potential incentives that may favor one account over another. BlackRock has adopted policies and procedures that address the allocation of investment opportunities, execution of portfolio transactions, personal trading by employees and other potential conflicts of interest that are designed to ensure that all client accounts are treated equitably over time. Nevertheless, BlackRock furnishes investment management and advisory services to numerous clients in addition to the Portfolio, and BlackRock may, consistent with applicable law, make investment recommendations to other clients or accounts (including accounts which are hedge funds or have performance or higher fees paid to BlackRock, or in which portfolio managers have a personal interest in the receipt of such fees), which may be the same as or different from those made to the Portfolio. In addition, BlackRock, its affiliates and any officer, director, stockholder or employee may or may not have an interest in the securities whose purchase and sale BlackRock recommends to the Portfolio. BlackRock, or any of its affiliates, or any officer, director, stockholder, employee or any member of their families may take different actions than those recommended to the Portfolio by BlackRock with respect to the same securities. Moreover, BlackRock may refrain from rendering any advice or services concerning securities of companies of which any of BlackRock’s (or its affiliates’) officers, directors or employees are directors or officers, or companies as to which BlackRock or any of its affiliates or the officers, directors and employees of any of them has any substantial economic interest or possess material non-public information. Each portfolio manager also may manage accounts whose investment strategies may at times be opposed to the strategy utilized for the Portfolio. In this regard, it should be noted that a portfolio manager may currently manage certain accounts that are subject to performance fees. In addition, a portfolio manager may assist in managing certain hedge funds and may be entitled to receive a portion of any incentive fees earned on such funds and a portion of such incentive fees may be voluntarily or involuntarily deferred. Additional portfolio managers may in the future manage other such accounts or funds and may be entitled to receive incentive fees.

 

As a fiduciary, BlackRock owes a duty of loyalty to its clients and must treat each client fairly. When BlackRock purchases or sells securities for more than one account, the trades must be allocated in a manner consistent with its fiduciary duties. BlackRock attempts to allocate investments in a fair and equitable manner among client accounts, with no account receiving preferential treatment. To this end, BlackRock has adopted a policy that is intended to ensure that investment opportunities are allocated fairly and equitably among client accounts over time. This policy also seeks to achieve reasonable efficiency in client transactions and provide BlackRock with sufficient flexibility to allocate investments in a manner that is consistent with the particular investment discipline and client base.

 

Compensation for the fiscal year completed December 31, 2008

 

BlackRock’s financial arrangements with its portfolio managers, its competitive compensation and its career path emphasis at all levels reflect the value senior management places on key resources. Compensation may include a variety of components and may vary from year to year based on a number of factors. The principal components of compensation include a base salary, a performance-based discretionary bonus, participation in various benefits programs and one or more of the incentive compensation programs established by BlackRock such as its Long-Term Retention and Incentive Plan.

 

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Base compensation.     Generally, portfolio managers receive base compensation based on their seniority and/or their position with the firm. Senior portfolio managers who perform additional management functions within the portfolio management group or within BlackRock may receive additional compensation for serving in these other capacities.

 

Discretionary Incentive Compensation

 

Discretionary incentive compensation is based on a formulaic compensation program. BlackRock’s formulaic portfolio manager compensation program includes: pre-tax investment performance relative to appropriate competitors or benchmarks over 1-, 3- and 5-year performance periods and a measure of operational efficiency. If a portfolio manager’s tenure is less than five years, performance periods will reflect time in position. In most cases, including for the portfolio managers of the Fund, these benchmarks are the same as the benchmark or benchmarks against which the performance of the Fund or other accounts managed by the portfolio managers are measured. BlackRock’s Chief Investment Officers determine the benchmarks against which the performance of funds and other accounts managed by each portfolio manager is compared and the period of time over which performance is evaluated. With respect to the portfolio managers, such benchmarks for the EQ/BlackRock Basic Value Equity Portfolio include the Russell 1000 Value Index.

 

Portfolio managers who meet relative investment performance and financial management objectives during a specified performance time period are eligible to receive an additional bonus which may or may not be a large part of their overall compensation. A smaller element of portfolio manager discretionary compensation may include consideration of: financial results, expense control, profit margins, strategic planning and implementation, quality of client service, market share, corporate reputation, capital allocation, compliance and risk control, leadership, workforce diversity, supervision, technology and innovation. All factors are considered collectively by BlackRock management.

 

Distribution of Discretionary Incentive Compensation

 

Discretionary incentive compensation is distributed to portfolio managers in a combination of cash and BlackRock, Inc. restricted stock units which vest ratably over a number of years. The BlackRock, Inc. restricted stock units, if properly vested, will be settled in BlackRock, Inc. common stock. Typically, the cash bonus, when combined with base salary, represents more than 60% of total compensation for the portfolio managers. Paying a portion of annual bonuses in stock puts compensation earned by a portfolio manager for a given year “at risk” based on BlackRock’s ability to sustain and improve its performance over future periods.

 

Long-Term Retention and Incentive Plan (“LTIP”) — The LTIP is a long-term incentive plan that seeks to reward certain key employees. Beginning in 2006, awards are granted under the LTIP in the form of BlackRock, Inc. restricted stock units that, if properly vested and subject to the attainment of certain performance goals, will be settled in BlackRock, Inc. common stock. Messrs. Rendino, Schansinger and Ms. King have each received awards under the LTIP.

 

Deferred Compensation Program — A portion of the compensation paid to eligible BlackRock employees may be voluntarily deferred into an account that tracks the performance of certain of the firm’s investment products. Each participant in the deferred compensation program is permitted to allocate his deferred amounts among the various investment options. Messrs. Rendino, Schansinger and Ms. King have each participated in the deferred compensation program.

 

C-93


Other compensation benefits.     In addition to base compensation and discretionary incentive compensation, portfolio managers may be eligible to receive or participate in one or more of the following:

 

Incentive Savings Plans — BlackRock, Inc. has created a variety of incentive savings plans in which BlackRock employees are eligible to participate, including a 401(k) plan, the BlackRock Retirement Savings Plan (RSP), and the BlackRock Employee Stock Purchase Plan (ESPP). The employer contribution components of the RSP include a company match equal to 50% of the first 6% of eligible pay contributed to the plan capped at $4,000 per year, and a company retirement contribution equal to 3% of eligible compensation, plus an additional contribution of 2% for any year in which BlackRock has positive net operating income. The RSP offers a range of investment options, including registered investment companies managed by the firm. BlackRock contributions follow the investment direction set by participants for their own contributions or, absent employee investment direction, are invested into a balanced portfolio. The ESPP allows for investment in BlackRock common stock at a 5% discount on the fair market value of the stock on the purchase date. Annual participation in the ESPP is limited to the purchase of 1,000 shares or a dollar value of $25,000. Each portfolio manager is eligible to participate in these plans.

 

Ownership of Securities of the Portfolio as of December 31, 2008

 

Portfolio Manager   None  

$1-

$10,000

  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001 -
$1,000,000
 

Over

$1,000,000

    X                        
    X                        
    X                        

 

C-94


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/ International Core PLUS (“Fund”)
Portfolio Manager  

Presented below for each portfolio manager is the number of other

accounts managed by the portfolio manager and the total

assets in the accounts managed within each category as of

December 31, 2008

 

Presented below for each of the categories is the number of

accounts and the total assets of the accounts with respect to which

the advisory fee is based on the performance of the account

 

Registered Investment

Companies

 

Other Pooled

Investment Vehicles

  Other Accounts   Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts
    Number
of Accts.
 

Total

Assets

  Number of
Accts.
 

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

AXA Funds Management Group Unit

Kenneth T. Kozlowski

                                               

Wentworth, Hauser and Violich, Inc. (“Adviser”)

Hirayama Investments, LLC

Richard K. Hirayama*

                                               

Laura Stankard

                                               
SSgA Funds Management, Inc. (“Adviser”)

Lynn Blake

  92   $36.9 Billion   209   $271.6 Billion   215   $156.3 Billion   0   N/A   0   N/A   0   N/A

John Tucker

  92   $36.9 Billion   209   $271.6 Billion   215   $156.3 Billion   0   N/A   0   N/A   0   N/A

 

* The totals above include $6.5 billion representing 19,335 accounts managed in broker sponsored wrap programs. The portfolio manager is responsible for the day-to-day management of certain other accounts, as listed above. This listing includes international and global equity accounts, as well as small cap domestic equity accounts where Mr. Hirayama is one of four portfolio managers.

 

AXA FUNDS MANAGEMENT GROUP UNIT

 

Description of Any Material Conflicts

 

Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including All Asset Allocation Portfolio, EQ/International ETF Portfolio and EQ/Franklin Templeton Founding Strategy Portfolio), such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager or Adviser has a greater financial incentive, such as a performance fee account. The Adviser has adopted policies and procedures reasonably designed to address these types of conflicts and that serve to operate in a manner that is fair and equitable among its clients, including the Funds.

 

All Asset Allocation Portfolio and most other registered investment companies for which Mr. Kozlowski serves as the portfolio manager are each structured as a “fund of funds,” which invest in other registered investment companies for which AXA Equitable serves as the investment manager. None of these portfolios is subject to an advisory fee that is based on the performance of the portfolio. Given such “fund of funds” structure and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio manager’s compensation as further described below, Mr. Kozlowski is not, as a general matter and in relation to these Funds, subject to the potential conflicts of interest that may arise in connection with his management of the Fund, on the one hand, and the other portfolios, on the other, such as material differences in the investment strategies or allocation of investment opportunities.

 

Compensation as of December 31, 2008

 

Because Mr. Kozlowski serves as officer and employee of AXA Equitable and his respective roles are not limited to serving as the portfolio manager of the Fund and other accounts managed by him, his

 

C-95


compensation is based on AXA Equitable’s compensation program as it applies to the firm’s officers in general. AXA Equitable’s compensation program consists of a base salary, short-term incentive compensation and long-term incentive compensation. Individual jobs are defined based on scope, responsibility and market value and assigned to a specific level within the firm’s base salary structure. An individual’s base salary is then established within the range of such structure based on a combination of experience, skills, job content and performance and periodically evaluated based on survey data and market research. Annual short-term incentive compensation opportunities, granted in cash, are made available depending on whether firm-wide objectives were met during the year, as measured by various performance objectives such as underlying and adjusted earnings, expense management and sales. Once the target level of the short-term incentive compensation is determined by the firm, awards are made to individuals based on their salary structure and grade of position and individual performance. Annual long-term incentive compensation, granted in the form of stock options, restricted stocks and/or performance units, is offered in a manner similar to the short-term incentive compensation and is based on the combination of firm-wide performance and individual performance.

 

Ownership of Shares of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Kenneth T. Kozlowski

  X                        

 

WENTWORTH, HAUSER AND VIOLICH, INC.

 

Description of Any Material Conflicts

 

Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including the Fund), such as devotion of unequal time and attention to the management of accounts, inability to allocate limited investment opportunities across accounts and incentive to allocate opportunities to an account where the portfolio manager or Sub-adviser has a greater financial incentive, such as a performance fee account. The Sub-adviser has adopted policies and procedures reasonably designed to address these types of conflicts and that serve to operate in a manner that is fair and equitable among its clients, including the Fund. The firm does not foresee any material conflicts of interest.

 

Compensation for the fiscal year completed December 31, 2008

 

Wentworth, Hauser and Violich has created a unique work environment that challenges its investment professionals, provides an entrepreneurial work atmosphere, and rewards them with highly competitive compensation and benefits. This has been successful in retaining its individuals, as evidenced by the tenure of the firm’s senior professionals.

 

Wentworth, Hauser and Violich pays its professionals a competitive base salary, full benefits, and a short-term bonus pool derived from the sharing of the firm’s revenues. Total compensation is based upon individual input and success of the firm.

 

The firm has a system in place to track portfolio manager/analyst and analyst recommendations. Their ratings/recommendations are evaluated over a rolling twelve-month timeframe on an absolute and relative basis. Portions of bonuses are determined based on this evaluation.

 

In 2004, the Laird Norton Investment Management, Inc. board of directors committed itself to granting an equity participation stake of its ownership in Wentworth, Hauser and Violich to select employees of the

 

C-96


firm. The grant is being phased in over a five-year period and is subject to achieving specific growth objectives. It is expected that this grant will eventually amount to 25% of the firm’s equity. In the case of Mr. Hirayama, a separate agreement was reached whereby he is rewarded based on the success of the WHV International Equity strategy.

 

HIRAYAMA INVESTMENTS, LLC

 

Description of Any Material Conflicts

 

With respect to Hirayama Investments there are no material conflicts of interest.

 

Compensation as of December 31, 2008.

 

Richard K. Hirayama is the Managing Member of Hirayama Investments, LLC, which is jointly owned by Richard K. Hirayama and Wentworth, Hauser and Violich, Inc., (through WHV Holdings, LLC). Hirayama Investments and WHV have entered into a sub-advisory agreement whereby Hirayama Investments will provide its International Equity Strategy exclusively to Wentowrth, Hauser and Violich’s clients. Richard K. Hirayama is compensated a portion of Wentworth, Hauser and Violich’s investment management fees collected on such accounts ranging from 55% to 70% based on assets under management in Hirayama Investment’s International Equity Strategy.

 

(c) Ownership of Securities as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
 

$10,001-

$50,000

 

$50,001-

$100,000

 

$100,001-

$500,000

 

$500,001-

$1,000,000

 

over

$1,000,000

Richard K. Hirayama

  X                        

Laura Stankard

                           

 

SSgA FUNDS MANAGEMENT, INC.

 

Description of Any Material Conflicts

 

A Portfolio Manager may be subject to potential conflicts of interest because he or she is responsible for other accounts in addition to the Fund. Potential conflicts may arise out of (a) the Portfolio Manager’s execution of different investment strategies for various accounts or (b) the allocation of investment opportunities among the Portfolio Manager’s accounts with the same strategy.

 

A potential conflict of interest may arise as a result of the Portfolio Manager’s responsibility for multiple accounts with the similar investment guidelines. Under these circumstances, a potential investment maybe suitable for more than one of the Portfolio Manager’s accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment. The Portfolio Manager may also manage accounts whose objectives and policies differ from that of the Fund. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the Portfolio Manager may have the adverse consequences for another account managed by the Portfolio Manager. For example, an account may sell a significant position in a security, which could cause the market price of that security to decrease, while the Fund maintained its position in that security.

 

A potential conflict may arise when the Portfolio Manager is responsible for accounts that have different advisory fees—the difference in fees could create an incentive for the Portfolio Manager to favor one account over another, for example, in terms of access to investment opportunities. This conflict may be

 

C-97


heightened if an account is subject to a performance-based fee. Another potential conflict may arise when the Portfolio Manager has an investment in one or more accounts that participates in transactions with other accounts. His or her investment(s) may create an incentive for the portfolio manager to favor one account over another. SSgA FM has adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers within SSgA FM are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, SSgA FM and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation.

 

Compensation as of December 31, 2008.

 

The compensation of SSgA FM’s investment professionals is based on a number of factors. The first factor considered is external market. Through an extensive compensation survey process, SSgA FM seeks to understand what its competitors are paying people to perform similar roles. This data is then used to determine a competitive baseline in the areas of base pay, bonus and long term incentive ( i.e. equity). The second factor taken into consideration is the size of the pool available for this compensation. SSgA FM is a part of State Street Corporation, and therefore works within its corporate environment on determining the overall level of its incentive compensation pool. Once determined, this pool is then allocated to the various locations and departments of State Street Global Advisers and SSgA FM. The discretionary determination of the allocation amounts to these locations and departments is influenced by the competitive market data, as well as the overall performance of the group. The pool is then allocated on a discretionary basis to individual employees based on their individual performance. There is no fixed formula for determining these amounts, nor is anyone’s compensation directly tied to the investment performance or asset value of a product or strategy. The same process is followed in determining equity incentive allocations.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
  over
$1,000,000

Lynn Blake

  X                        

John Tucker

                           

 

C-98


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/Large Cap Core PLUS (“Fund”)
Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Presented below for each of the categories is the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on the performance of the account
  Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts   Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts
    # of Accts.   Total Assets   # of Accts.   Total Assets   # of Accts.   Total Assets   # of Accts.   Total Assets  

# of

Accts.

  Total Assets   # of Accts.   Total Assets
AXA Funds Management Group Unit

Kenneth T. Kozlowski

                                               
Institutional Capital LLC (“Adviser”)

Thomas Wenzel

 

13

 

$5.5 Billion

 

11

 

$1.3 Billion

 

121

 

$5.1 Billion

 

0

 

N/A

 

0

 

N/A

 

12

 

$946 Million

Jerrold K. Senser

 

13

 

$5.5 Billion

 

11

 

$1.3 Billion

 

121

 

$5.1 Billion

 

0

 

N/A

 

0

 

N/A

 

12

 

$946 Million

SSgA Funds Management, Inc. (“Adviser”)

Lynn Blake

 

92

 

$37.3 Billion

 

209

 

$271.6 Billion

 

215

 

$156.3 Billion

 

0

 

N/A

 

0

 

N/A

 

0

 

N/A

John Tucker

 

92

 

$37.3 Billion

 

209

 

$271.6 Billion

 

215

 

$156.3 Billion

 

0

 

N/A

 

0

 

N/A

 

0

 

N/A

 

AXA FUNDS MANAGEMENT GROUP UNIT

 

Description of Any Material Conflicts

 

Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including All Asset Allocation Portfolio, EQ/International ETF Portfolio and EQ/Franklin Templeton Founding Strategy Portfolio), such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager or Adviser has a greater financial incentive, such as a performance fee account. The Adviser has adopted policies and procedures reasonably designed to address these types of conflicts and that serve to operate in a manner that is fair and equitable among its clients, including the Funds.

 

All Asset Allocation Portfolio and most other registered investment companies for which Mr. Kozlowski serves as the portfolio manager are each structured as a “fund of funds,” which invest in other registered investment companies for which AXA Equitable serves as the investment manager. None of these portfolios is subject to an advisory fee that is based on the performance of the portfolio. Given such “fund of funds” structure and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio manager’s compensation as further described below, Mr. Kozlowski is not, as a general matter and in relation to these Funds, subject to the potential conflicts of interest that may arise in connection with his management of the Fund, on the one hand, and the other portfolios, on the other, such as material differences in the investment strategies or allocation of investment opportunities.

 

Compensation as of December 31, 2008

 

Because Mr. Kozlowski serves as officer and employee of AXA Equitable and his respective roles are not limited to serving as the portfolio manager of the Fund and other accounts managed by him, his compensation is based on AXA Equitable’s compensation program as it applies to the firm’s officers in general. AXA Equitable’s compensation program consists of a base salary, short-term incentive

 

C-99


compensation and long-term incentive compensation. Individual jobs are defined based on scope, responsibility and market value and assigned to a specific level within the firm’s base salary structure. An individual’s base salary is then established within the range of such structure based on a combination of experience, skills, job content and performance and periodically evaluated based on survey data and market research. Annual short-term incentive compensation opportunities, granted in cash, are made available depending on whether firm-wide objectives were met during the year, as measured by various performance objectives such as underlying and adjusted earnings, expense management and sales. Once the target level of the short-term incentive compensation is determined by the firm, awards are made to individuals based on their salary structure and grade of position and individual performance. Annual long-term incentive compensation, granted in the form of stock options, restricted stocks and/or performance units, is offered in a manner similar to the short-term incentive compensation and is based on the combination of firm-wide performance and individual performance.

 

Ownership of Shares of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Kenneth T. Kozlowski

  X                        

 

INSTITUTIONAL CAPITAL LLC

 

Description of Any Material Conflicts

 

Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including a Fund), such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager or Adviser has a greater financial incentive. The Adviser has adopted policies and procedures reasonably designed to address these types of conflicts and that serve to operate in a manner that is fair and equitable among its clients, including the Funds.

 

Compensation as of December 31, 2008

 

Compensation for key investment professionals consists of competitive base salary, annual cash bonus, and equity ownership in the firm. A compensation committee determines the amount of bonus for each individual by examining the person’s impact on the firm’s results for the year, the contribution to performance, and service of client relationships. The performance contribution is measured both in terms of performance relative to each sector’s performance and the benchmark as a whole.

 

Ownership of Securities

 

Portfolio Manager   None  

$1-

$10,000

  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Thomas Wenzel

  X                        

Jerrold K. Senser

  X                        

 

SSgA FUNDS MANAGEMENT, INC.

 

Description of Any Material Conflicts

 

A Portfolio Manager may be subject to potential conflicts of interest because he or she is responsible for other accounts in addition to the Fund. Potential conflicts may arise out of (a) the Portfolio Manager’s execution of different investment strategies for various accounts or (b) the allocation of investment opportunities among the Portfolio Manager’s accounts with the same strategy.

 

C-100


A potential conflict of interest may arise as a result of the Portfolio Manager’s responsibility for multiple accounts with the similar investment guidelines. Under these circumstances, a potential investment maybe suitable for more than one of the Portfolio Manager’s accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment. The Portfolio Manager may also manage accounts whose objectives and policies differ from that of the Fund. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the Portfolio Manager may have the adverse consequences for another account managed by the Portfolio Manager. For example, an account may sell a significant position in a security, which could cause the market price of that security to decrease, while the Fund maintained its position in that security.

 

A potential conflict may arise when the Portfolio Manager is responsible for accounts that have different advisory fees—the difference in fees could create an incentive for the Portfolio Manager to favor one account over another, for example, in terms of access to investment opportunities. This conflict may be heightened if an account is subject to a performance-based fee. Another potential conflict may arise when the Portfolio Manager has an investment in one or more accounts that participates in transactions with other accounts. His or her investment(s) may create an incentive for the portfolio manager to favor one account over another. SSgA FM has adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers within SSgA FM are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, SSgA FM and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation.

 

Compensation as of December 31, 2008.

 

The compensation of SSgA FM’s investment professionals is based on a number of factors. The first factor considered is external market. Through an extensive compensation survey process, SSgA FM seeks to understand what its competitors are paying people to perform similar roles. This data is then used to determine a competitive baseline in the areas of base pay, bonus and long term incentive ( i.e. equity). The second factor taken into consideration is the size of the pool available for this compensation. SSgA FM is a part of State Street Corporation, and therefore works within its corporate environment on determining the overall level of its incentive compensation pool. Once determined, this pool is then allocated to the various locations and departments of State Street Global Advisers and SSgA FM. The discretionary determination of the allocation amounts to these locations and departments is influenced by the competitive market data, as well as the overall performance of the group. The pool is then allocated on a discretionary basis to individual employees based on their individual performance. There is no fixed formula for determining these amounts, nor is anyone’s compensation directly tied to the investment performance or asset value of a product or strategy. The same process is followed in determining equity incentive allocations.

 

Ownership of Securities

 

Portfolio Manager   None  

$1-

$10,000

  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Lynn Blake

  X                        

John Tucker

                           

 

C-101


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/Large Cap Growth PLUS (“Fund”)
Portfolio Manager  

Presented below for each portfolio manager is the number of other

accounts managed by the portfolio manager and the total

assets in the accounts managed within each category as of

December 31, 2008

 

Presented below for each of the categories is the number of

accounts and the total assets of the accounts with respect to which

the advisory fee is based on the performance of the account

 

Registered Investment

Companies

 

Other Pooled

Investment Vehicles

  Other Accounts   Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts
    Number
of Accts.
 

Total

Assets

  Number of
Accts.
 

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

AXA Funds Management Group Unit

Kenneth T. Kozlowski

                                               
Marsico Capital Management LLC (“Adviser”)

Thomas F. Marsico

                                               
SSgA Funds Management, Inc.

Lynn Blake

 

92

 

$36.4 Billion

  209  

$271.6 Billion

  215  

$156.3 Billion

  0   N/A   0   N/A   0   N/A

John Tucker

  92   $36.4 Billion   209   $271.6 Billion   215   $156.3 Billion   0   N/A   0   N/A   0   N/A

 

AXA FUNDS MANAGEMENT GROUP UNIT

 

Description of Any Material Conflicts

 

Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including All Asset Allocation Portfolio, EQ/International ETF Portfolio and EQ/Franklin Templeton Founding Strategy Portfolio), such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager or Adviser has a greater financial incentive, such as a performance fee account. The Adviser has adopted policies and procedures reasonably designed to address these types of conflicts and that serve to operate in a manner that is fair and equitable among its clients, including the Funds.

 

All Asset Allocation Portfolio and most other registered investment companies for which Mr. Kozlowski serves as the portfolio manager are each structured as a “fund of funds,” which invest in other registered investment companies for which AXA Equitable serves as the investment manager. None of these portfolios is subject to an advisory fee that is based on the performance of the portfolio. Given such “fund of funds” structure and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio manager’s compensation as further described below, Mr. Kozlowski is not, as a general matter and in relation to these Funds, subject to the potential conflicts of interest that may arise in connection with his management of the Fund, on the one hand, and the other portfolios, on the other, such as material differences in the investment strategies or allocation of investment opportunities.

 

Compensation as of December 31, 2008

 

Because Mr. Kozlowski serves as officer and employee of AXA Equitable and his respective roles are not limited to serving as the portfolio managers of the Fund and other accounts managed by him, his compensation is based on AXA Equitable’s compensation program as it applies to the firm’s officers in general. AXA Equitable’s compensation program consists of a base salary, short-term incentive compensation and long-term incentive compensation. Individual jobs are defined based on scope, responsibility and market value and assigned to a specific level within the firm’s base salary structure. An individual’s base salary is then established within the range of such structure based on a combination of

 

C-102


experience, skills, job content and performance and periodically evaluated based on survey data and market research. Annual short-term incentive compensation opportunities, granted in cash, are made available depending on whether firm-wide objectives were met during the year, as measured by various performance objectives such as underlying and adjusted earnings, expense management and sales. Once the target level of the short-term incentive compensation is determined by the firm, awards are made to individuals based on their salary structure and grade of position and individual performance. Annual long-term incentive compensation, granted in the form of stock options, restricted stocks and/or performance units, is offered in a manner similar to the short-term incentive compensation and is based on the combination of firm-wide performance and individual performance.

 

Ownership of Shares of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Kenneth T. Kozlowski

  X                        

 

MARSICO CAPITAL MANAGEMENT LLC

 

Description of Any Material Conflicts

 

As a general matter, Marsico faces the same need to balance the interests of different clients that any investment adviser with multiple clients might experience. Portfolio managers make investment decisions for each portfolio, including the EQ/Marisco Focus Portfolio, based on the investment objectives, policies, practices and other relevant investment considerations that the managers believe are applicable to that portfolio. Consequently, portfolio managers may purchase (or sell) securities for one portfolio and not another portfolio, or may take similar actions for different portfolios at different times. As a result, the mix of securities purchased in one portfolio may perform better than the mix of securities purchased for another portfolio. Similarly, the sale of securities from one portfolio may cause that portfolio to perform better than others if the value of those securities decline.

 

The need to balance the interests of multiple clients may also arise when allocating and/or aggregating trades. Marsico often aggregates into a single trade order several individual contemporaneous client trade orders in a single security. Under Marsico’s Portfolio Management and Trade Management Policy and Procedures, when trades are aggregated on behalf of more than one account, Marsico seeks to allocate such trades to all participating client accounts in a fair and equitable manner. With respect to IPOs and other syndicated or limited offerings, it is Marsico’s policy to seek to ensure that over the long term, accounts with the same or similar investment objectives will receive an equitable opportunity to participate meaningfully and will not be unfairly disadvantaged. To deal with such situations, Marsico has adopted policies and procedures for allocating such transactions across multiple accounts. Marsico’s policies also seek to ensure that portfolio managers do not systematically allocate other types of trades in a manner that would be more beneficial to one account than another. Marsico’s compliance department monitors transactions made on behalf of multiple clients to seek to assure adherence to its policies.

 

Marsico has adopted and implemented policies and procedures that seek to minimize potential conflicts of interest that may arise as a result of a portfolio manager advising multiple accounts. In addition, Marsico monitors a variety of areas, including compliance with primary Fund guidelines, the allocation of securities, and compliance with its Code of Ethics.

 

Compensation for the fiscal year completed December 31, 2008

 

The compensation package for portfolio managers of Marsico is structured as a combination of base salary (may be reevaluated at least annually), and periodic cash bonuses. Bonuses are typically based on a

 

C-103


number of factors including Marsico’s overall profitability for the period. Portfolio manager compensation takes into account, among other factors, the overall performance of all accounts for which the portfolio manager provides investment advisory services. In receiving compensation such as bonuses, portfolio managers do not receive special consideration based on the performance of particular accounts, and do not receive compensation from accounts charging performance-based fees. Exceptional individual efforts are rewarded through salary readjustments and greater participation in the bonus pool. No other special employee incentive arrangements are currently in place or being planned. In addition to salary and bonus, portfolio managers may participate in other Marsico benefits to the same extent and on the same basis as other Marsico Capital employees. Portfolio manager compensation comes solely from Marsico. In addition, Marsico’s portfolio managers typically are offered equity interests in Marsico Management Equity, LLC, which indirectly owns MCM, and may receive distributions on those equity interests.

 

As a general matter, Marsico does not tie portfolio manager compensation to specific levels of performance relative to fixed benchmarks. Although performance may be a relevant consideration, comparisons with fixed benchmarks may not always be useful. Relevant benchmarks vary depending on specific investment styles and client guidelines or restrictions, and comparisons to benchmark performance may at times reveal more about market sentiment than about a portfolio manager’s abilities. To encourage a long-term horizon for managing portfolios, Marsico evaluates a portfolio manager’s performance over periods longer than the immediate compensation period, and may consider a variety of measures such as the performance of unaffiliated portfolios with similar strategies and other measurements. Other factors that may also be significant in determining portfolio manager compensation include, without limitation, the effectiveness of the manager’s leadership within Marsico’s investment team, contributions to Marsico’s overall performance, discrete securities analysis, idea generation, ability to support and train other analysts, and other considerations.

 

(c) Ownership of Securities as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
 

$10,001-

$50,000

 

$50,001-

$100,000

 

$100,001-

$500,000

 

$500,001-

$1,000,000

 

over

$1,000,000

Thomas F. Marsico

  X                        

 

SSgA FUNDS MANAGEMENT, INC.

 

Description of Any Material Conflicts

 

A Portfolio Manager may be subject to potential conflicts of interest because he or she is responsible for other accounts in addition to the Fund. Potential conflicts may arise out of (a) the Portfolio Manager’s execution of different investment strategies for various accounts or (b) the allocation of investment opportunities among the Portfolio Manager’s accounts with the same strategy.

 

A potential conflict of interest may arise as a result of the Portfolio Manager’s responsibility for multiple accounts with the similar investment guidelines. Under these circumstances, a potential investment maybe suitable for more than one of the Portfolio Manager’s accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment. The Portfolio Manager may also manage accounts whose objectives and policies differ from that of the Fund. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the Portfolio Manager may have the adverse consequences for another account managed by the Portfolio Manager. For example, an account may sell a significant position in a security, which could cause the market price of that security to decrease, while the Fund maintained its position in that security.

 

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A potential conflict may arise when the Portfolio Manager is responsible for accounts that have different advisory fees—the difference in fees could create an incentive for the Portfolio Manager to favor one account over another, for example, in terms of access to investment opportunities. This conflict may be heightened if an account is subject to a performance-based fee. Another potential conflict may arise when the Portfolio Manager has an investment in one or more accounts that participates in transactions with other accounts. His or her investment(s) may create an incentive for the portfolio manager to favor one account over another. SSgA FM has adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers within SSgA FM are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, SSgA FM and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation.

 

Compensation as of December 31, 2008

 

The compensation of SSgA FM’s investment professionals is based on a number of factors. The first factor considered is external market. Through an extensive compensation survey process, SSgA FM seeks to understand what its competitors are paying people to perform similar roles. This data is then used to determine a competitive baseline in the areas of base pay, bonus and long term incentive ( i.e. equity). The second factor taken into consideration is the size of the pool available for this compensation. SSgA FM is a part of State Street Corporation, and therefore works within its corporate environment on determining the overall level of its incentive compensation pool. Once determined, this pool is then allocated to the various locations and departments of State Street Global Advisers and SSgA FM. The discretionary determination of the allocation amounts to these locations and departments is influenced by the competitive market data, as well as the overall performance of the group. The pool is then allocated on a discretionary basis to individual employees based on their individual performance. There is no fixed formula for determining these amounts, nor is anyone’s compensation directly tied to the investment performance or asset value of a product or strategy. The same process is followed in determining equity incentive allocations.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
  over
$1,000,000

Lynn Blake

  X                        

John Tucker

                           

 

C-105


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/Large Cap Value PLUS (“Fund”)
Portfolio Manager  

Presented below for each portfolio manager is the number of other

accounts managed by the portfolio manager and the total

assets in the accounts managed within each category as of

December 31, 2008

 

Presented below for each of the categories is the number of

accounts and the total assets of the accounts with respect to which

the advisory fee is based on the performance of the account

 

Registered Investment

Companies

 

Other Pooled

Investment Vehicles

  Other Accounts   Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts
    Number
of Accts.
 

Total

Assets

  Number of
Accts.
 

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

AXA Funds Management Group Unit

Kenneth T. Kozlowski

                                               
AllianceBernstein L.P.

Marilyn Fedak

                                               

John Mahedy

                                               

Judith Devivo

                                               

 

AXA FUNDS MANAGEMENT GROUP UNIT

 

Description of Any Material Conflicts

 

Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including All Asset Allocation Portfolio, EQ/International ETF Portfolio and EQ/Franklin Templeton Founding Strategy Portfolio), such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager or Adviser has a greater financial incentive, such as a performance fee account. The Adviser has adopted policies and procedures reasonably designed to address these types of conflicts and that serve to operate in a manner that is fair and equitable among its clients, including the Funds.

 

All Asset Allocation Portfolio and most other registered investment companies for which Mr. Kozlowski serves as the portfolio manager are each structured as a “fund of funds,” which invest in other registered investment companies for which AXA Equitable serves as the investment manager. None of these portfolios is subject to an advisory fee that is based on the performance of the portfolio. Given such “fund of funds” structure and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio manager’s compensation as further described below, Mr. Kozlowski is not, as a general matter and in relation to these Funds, subject to the potential conflicts of interest that may arise in connection with his management of the Fund, on the one hand, and the other portfolios, on the other, such as material differences in the investment strategies or allocation of investment opportunities.

 

Compensation as of December 31, 2008

 

Because Mr. Kozlowski serves as officer and employee of AXA Equitable and his respective roles are not limited to serving as the portfolio managers of the Fund and other accounts managed by him, his compensation is based on AXA Equitable’s compensation program as it applies to the firm’s officers in general. AXA Equitable’s compensation program consists of a base salary, short-term incentive compensation and long-term incentive compensation. Individual jobs are defined based on scope, responsibility and market value and assigned to a specific level within the firm’s base salary structure. An individual’s base salary is then established within the range of such structure based on a combination of experience, skills, job content and performance and periodically evaluated based on survey data and

 

C-106


market research. Annual short-term incentive compensation opportunities, granted in cash, are made available depending on whether firm-wide objectives were met during the year, as measured by various performance objectives such as underlying and adjusted earnings, expense management and sales. Once the target level of the short-term incentive compensation is determined by the firm, awards are made to individuals based on their salary structure and grade of position and individual performance. Annual long-term incentive compensation, granted in the form of stock options, restricted stocks and/or performance units, is offered in a manner similar to the short-term incentive compensation and is based on the combination of firm-wide performance and individual performance.

 

Ownership of Shares of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Kenneth T. Kozlowski

  X                        

 

ALLIANCEBERNSTEIN L.P.

 

Description of Any Material Conflicts

 

As an investment adviser and fiduciary, AllianceBernstein owes its clients and shareholders an undivided duty of loyalty. We recognize that conflicts of interest are inherent in our business and accordingly have developed policies and procedures (including oversight monitoring) reasonably designed to detect, manage and mitigate the effects of actual or potential conflicts of interest in the area of employee personal trading, managing multiple accounts for multiple clients, including AllianceBernstein Mutual Funds, and allocating investment opportunities. Investment professionals, including portfolio managers and research analysts, are subject to the above-mentioned policies and oversight monitoring to ensure that all clients are treated equitably. We place the interests of our clients first and expect all of our employees to meet their fiduciary duties.

 

Employee Personal Trading.     AllianceBernstein has adopted a Code of Business Conduct and Ethics that is designed to detect and prevent conflicts of interest when investment professionals and other personnel of AllianceBernstein own, buy or sell securities which may be owned by, or bought or sold for, clients. Personal securities transactions by an employee may raise a potential conflict of interest when an employee owns or trades in a security that is owned or considered for purchase or sale by a client, or recommended for purchase or sale by an employee to a client. Subject to the reporting requirements and other limitations of its Code of Business Conduct and Ethics, AllianceBernstein permits its employees to engage in personal securities transactions, and also allows them to acquire investments in the AllianceBernstein Mutual Funds through direct purchase, 401K/profit sharing plan investment and/or notionally in connection with deferred incentive compensation awards. AllianceBernstein’s Code of Ethics and Business Conduct requires disclosure of all personal accounts and maintenance of brokerage accounts with designated broker-dealers approved by AllianceBernstein. The Code also requires preclearance of all securities transactions and imposes a one-year holding period for securities purchased by employees to discourage short-term trading.

 

Managing Multiple Accounts for Multiple Clients.     AllianceBernstein has compliance policies and oversight monitoring in place to address conflicts of interest relating to the management of multiple accounts for multiple clients. Conflicts of interest may arise when an investment professional has responsibilities for the investments of more than one account because the investment professional may be unable to devote equal time and attention to each account. The investment professional or investment professional teams for each client may have responsibilities for managing all or a portion of the investments of multiple accounts with a common investment strategy, including other registered investment companies, unregistered investment vehicles, such as hedge funds, pension plans, separate accounts, collective trusts and charitable foundations. Among other things, AllianceBernstein’s policies and procedures provide for

 

C-107


the prompt dissemination to investment professionals of initial or changed investment recommendations by analysts so that investment professionals are better able to develop investment strategies for all accounts they manage. In addition, investment decisions by investment professionals are reviewed for the purpose of maintaining uniformity among similar accounts and ensuring that accounts are treated equitably. No investment professional that manages client accounts carrying performance fees is compensated directly or specifically for the performance of those accounts. Investment professional compensation reflects a broad contribution in multiple dimensions to long-term investment success for our clients and is not tied specifically to the performance of any particular client’s account, nor is it directly tied to the level or change in the level of assets under management.

 

Allocating Investment Opportunities.     AllianceBernstein has policies and procedures intended to address conflicts of interest relating to the allocation of investment opportunities. These policies and procedures are designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. The investment professionals at AllianceBernstein routinely are required to select and allocate investment opportunities among accounts. Portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar accounts, which minimizes the potential for conflicts of interest relating to the allocation of investment opportunities. Nevertheless, investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons.

 

AllianceBernstein’s procedures are also designed to prevent potential conflicts of interest that may arise when AllianceBernstein has a particular financial incentive, such as a performance-based management fee, relating to an account. An investment professional may perceive that he or she has an incentive to devote more time to developing and analyzing investment strategies and opportunities or allocating securities preferentially to accounts for which AllianceBernstein could share in investment gains.

 

To address these conflicts of interest, AllianceBernstein’s policies and procedures require, among other things, the prompt dissemination to investment professionals of any initial or changed investment recommendations by analysts; the aggregation of orders to facilitate best execution for all accounts; price averaging for all aggregated orders; objective allocation for limited investment opportunities (e.g., on a rotational basis) to ensure fair and equitable allocation among accounts; and limitations on short sales of securities. These procedures also require documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account.

 

Compensation for the fiscal year completed December 31, 2008

 

AllianceBernstein’s compensation program for investment professionals is designed to be competitive and effective in order to attract and retain the highest caliber employees. The compensation program for investment professionals is designed to reflect their ability to generate long-term investment success for our clients, including shareholders of the AllianceBernstein Mutual Funds. Investment professionals do not receive any direct compensation based upon the investment returns of any individual client account, nor is compensation tied directly to the level or change in the level of assets under management. Investment professionals’ annual compensation is comprised of the following:

 

(i) Fixed base salary:     This is generally the smallest portion of compensation. The base salary is a relatively low, fixed salary within a similar range for all investment professionals. The base salary is determined at the outset of employment based on level of experience, does not change significantly from year to year, and hence, is not particularly sensitive to performance.

 

(ii)

Discretionary incentive compensation in the form of an annual cash bonus:     AllianceBernstein’s overall profitability determines the total amount of incentive compensation available to investment professionals. This portion of compensation is determined subjectively based on qualitative and

 

C-108


 

quantitative factors. In evaluating this component of an investment professional’s compensation, AllianceBernstein considers the contribution to his/her team or discipline as it relates to that team’s overall contribution to the long-term investment success, business results and strategy of AllianceBernstein. Quantitative factors considered include, among other things, relative investment performance (e.g., by comparison to competitor or peer group funds or similar styles of investments, and appropriate, broad-based or specific market indices), and consistency of performance. There are no specific formulas used to determine this part of an investment professional’s compensation and the compensation is not tied to any pre-determined or specified level of performance. AllianceBernstein also considers qualitative factors such as the complexity and risk of investment strategies involved in the style or type of assets managed by the investment professional; success of marketing/business development efforts and client servicing; seniority/length of service with the firm; management and supervisory responsibilities; and fulfillment of AllianceBernstein’s leadership criteria.

 

(iii) Discretionary incentive compensation in the form of awards under AllianceBernstein’s Partners Compensation Plan (“deferred awards”):     AllianceBernstein’s overall profitability determines the total amount of deferred awards available to investment professionals. The deferred awards are allocated among investment professionals based on criteria similar to those used to determine the annual cash bonus. There is no fixed formula for determining these amounts. Deferred awards, for which there are various investment options, vest over a four-year period and are generally forfeited if the employee resigns or AllianceBernstein terminates his/her employment. Investment options under the deferred awards plan include many of the same AllianceBernstein Mutual Funds offered to mutual fund investors, thereby creating a close alignment between the financial interests of the investment professionals and those of AllianceBernstein’s clients and mutual fund shareholders with respect to the performance of those mutual funds. AllianceBernstein also permits deferred award recipients to allocate up to 50% of their award to investments in Alliance’s publicly traded equity securities.

 

(iv) Contributions under AllianceBernstein’s Profit Sharing/401(k) Plan:     The contributions are based on AllianceBernstein’s overall profitability. The amount and allocation of the contributions are determined at the sole discretion of AllianceBernstein.

 

(c) Ownership of Securities as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
 

$10,001-

$50,000

 

$50,001-

$100,000

 

$100,001-

$500,000

 

$500,001-

$1,000,000

 

over

$1,000,000

Marilyn Fedak

  X                        

John Mahedy

                           

Judith Devivo

                           

 

C-109


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/Mid Cap Value PLUS (“Fund”)
Portfolio Manager   Presented below for each portfolio manager is the number of other accounts of the Adviser managed by the portfolio manager and the total assets in the accounts managed within each category as of December 31, 2008   Presented below for each of the categories is the number of accounts and the total assets in the accounts with respect to which the advisory fee is based on the performance of the account
  Registered Investment
Companies
  Other Pooled Investment Vehicles   Other Accounts   Registered Investment
Companies
  Other Pooled
Investment Vehicles
  Other Accounts
    # of Accts.   Total Assets   # of Accts.   Total Assets   # of Accts.   Total Assets   # of Accts.   Total Assets   # of Accts.   Total Assets   # of Accts.   Total Assets
AXA Funds Management Group Unit

Kenneth T. Kozlowski

                                               
Wellington Management Company, LLP (“Adviser”)

James N. Mordy

                                               
SSgA Funds Management, Inc. (“Adviser”)

Lynn Blake

 

92

 

$37.6 Billion

 

209

 

$271.6 Billion

 

215

 

$156.3 Billion

 

0

 

N/A

 

0

 

N/A

 

0

 

N/A

John Tucker

  92   $37.6 Billion   209   $271.6 Billion   215   $156.3 Billion   0   N/A   0   N/A   0   N/A

 

AXA FUNDS MANAGEMENT GROUP UNIT

 

Description of Any Material Conflicts

 

Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including All Asset Allocation Portfolio, EQ/International ETF Portfolio and EQ/Franklin Templeton Founding Strategy Portfolio), such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager or Adviser has a greater financial incentive, such as a performance fee account. The Adviser has adopted policies and procedures reasonably designed to address these types of conflicts and that serve to operate in a manner that is fair and equitable among its clients, including the Funds.

 

All Asset Allocation Portfolio and most other registered investment companies for which Mr. Kozlowski serves as the portfolio manager are each structured as a “fund of funds,” which invest in other registered investment companies for which AXA Equitable serves as the investment manager. None of these portfolios is subject to an advisory fee that is based on the performance of the portfolio. Given such “fund of funds” structure and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio manager’s compensation as further described below, Mr. Kozlowski is not, as a general matter and in relation to these Funds, subject to the potential conflicts of interest that may arise in connection with his management of the Fund, on the one hand, and the other portfolios, on the other, such as material differences in the investment strategies or allocation of investment opportunities.

 

Compensation as of December 31, 2008

 

Because Mr. Kozlowski serves as officer and employee of AXA Equitable and his respective roles are not limited to serving as the portfolio manager of the Fund and other accounts managed by him, his compensation is based on AXA Equitable’s compensation program as it applies to the firm’s officers in general. AXA Equitable’s compensation program consists of a base salary, short-term incentive compensation and long-term incentive compensation. Individual jobs are defined based on scope, responsibility and market value and assigned to a specific level within the firm’s base salary structure. An individual’s base salary is then established within the range of such structure based on a combination of

 

C-110


experience, skills, job content and performance and periodically evaluated based on survey data and market research. Annual short-term incentive compensation opportunities, granted in cash, are made available depending on whether firm-wide objectives were met during the year, as measured by various performance objectives such as underlying and adjusted earnings, expense management and sales. Once the target level of the short-term incentive compensation is determined by the firm, awards are made to individuals based on their salary structure and grade of position and individual performance. Annual long-term incentive compensation, granted in the form of stock options, restricted stocks and/or performance units, is offered in a manner similar to the short-term incentive compensation and is based on the combination of firm-wide performance and individual performance.

 

Ownership of Shares of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Kenneth T. Kozlowski

  X                        

 

WELLINGTON MANAGEMENT COMPANY, LLP

 

Description of Any Material Conflicts

 

Individual investment professionals at Wellington Management manage multiple accounts for multiple clients. These accounts may include mutual funds, separate accounts (assets managed on behalf of institutions such as pension funds, insurance companies, foundations, or separately managed account programs sponsored by financial intermediaries), bank common trust accounts, and hedge funds. The Fund’s manager listed in the prospectus who is primarily responsible for the day-to-day management of the Fund (“Portfolio Manager”) generally manages accounts in several different investment styles. These accounts may have investment objectives, strategies, time horizons, tax considerations and risk profiles that differ from those of the Fund. The Portfolio Manager makes investment decisions for each account, including the Fund, based on the investment objectives, policies, practices, benchmarks, cash flows, tax and other relevant investment considerations applicable to that account. Consequently, the Portfolio Manager may purchase or sell securities, including IPOs, for one account and not another account and the performance of securities purchased for one account may vary from the performance of securities purchased for other accounts. Alternatively, these accounts may be managed in a similar fashion to the Fund and thus the accounts may have similar, and in some cases nearly identical, objectives, strategies and/or holdings to that of the Fund.

 

The Portfolio Manager or other investment professionals at Wellington Management may place transactions on behalf of other accounts that are directly or indirectly contrary to investment decisions made on behalf of the Fund, or make investment decisions that are similar to those made for the Fund, both of which have the potential to adversely impact the Fund depending on market conditions. For example, an investment professional may purchase a security in one account while appropriately selling that same security in another account. Similarly the Portfolio Manager may purchase the same security for the Fund and one or more other accounts at or about the same time, and in those instances the other accounts will have access to their respective holdings prior to the public disclosure of the Fund’s holdings. In addition, some of these accounts have fee structures, including performance fees, which are or have the potential to be higher, in some cases significantly higher, than the fees Wellington Management receives for managing the fund. Because incentive payments paid by Wellington Management to the Portfolio Manager are tied to revenues earned by Wellington Management, and, where noted, to the performance achieved by the manager in each account, the incentives associated with any given account may be significantly higher or lower than those associated with other accounts managed by the Portfolio Manager. Finally, the Portfolio Manager may hold shares or investments in other pooled investment vehicles and/or other accounts identified above.

 

C-111


Wellington Management’s goal is to meet its fiduciary obligation to treat all clients fairly and provide high quality investment services to all of its clients. Wellington Management has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures which it believes address the conflicts associated with managing multiple accounts for multiple clients. In addition, Wellington Management monitors a variety of areas, including compliance with primary account guidelines, the allocation of IPOs, and compliance with the firm’s Code of Ethics, and places additional investment restrictions on investment professionals who manage hedge funds and certain other accounts. Furthermore, senior investment and business personnel at Wellington Management periodically review the performance of Wellington Management’s investment professionals. Although Wellington Management does not track the time an investment professional spends on a single account, Wellington Management does periodically assess whether an investment professional has adequate time and resources to effectively manage the investment professional’s various client mandates.

 

Compensation for the fiscal year completed December 31, 2008

 

Wellington Management receives a fee based on the assets under management of the Fund as set forth in the Investment Subadvisory Agreement between Wellington Management and AXA Equitable Life Insurance Company with on behalf of the Fund. Wellington Management pays its investment professionals out of its total revenues and other resources, including the advisory fees earned with respect to the Fund. The following information relates to the fiscal year ended December 31, 2008.

 

Wellington Management’s compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. Wellington Management’s compensation of the Portfolio Manager includes a base salary and incentive components. The base salary for the Portfolio Manager, who is a partner of Wellington Management, is determined by the Managing Partners of the firm. A partner’s base salary is generally a fixed amount that may change as a result of an annual review. The Portfolio Manager is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the Fund and generally each other account managed by such Portfolio Manager. The Portfolio Manager’s incentive payment relating to the Fund is linked to the gross pre-tax performance of the portion of the Fund managed by the Portfolio Manager compared to the Russell 2500 Value Index over one and three year periods, with an emphasis on three year results. Wellington Management applies similar incentive compensation structures (although the benchmarks or peer groups, time periods and rates may differ) to other accounts managed by the Portfolio Manager, including accounts with performance fees.

 

Portfolio-based incentives across all accounts managed by an investment professional can, and typically do, represent a significant portion of an investment professional’s overall compensation; incentive compensation varies significantly by individual and can vary significantly from year to year. The Portfolio Manager may also be eligible for bonus payments based on his overall contribution to Wellington Management’s business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on factors other than account performance. Each partner of Wellington Management is eligible to participate in a partner-funded tax qualified retirement plan, the contributions to which are made pursuant to an actuarial formula. Mr. Mordy is a partner of the firm.

 

Ownership of Securities

 

Portfolio Manager   None  

$1-

$10,000

 

$10,001-

$50,000

 

$50,001-

$100,000

 

$100,001-

$500,000

 

$500,001-

$1,000,000

 

over

$1,000,000

James N. Mordy

  X                        

 

C-112


SSgA FUNDS MANAGEMENT, INC.

 

Description of Any Material Conflicts

 

A Portfolio Manager may be subject to potential conflicts of interest because he or she is responsible for other accounts in addition to the Fund. Potential conflicts may arise out of (a) the Portfolio Manager’s execution of different investment strategies for various accounts or (b) the allocation of investment opportunities among the Portfolio Manager’s accounts with the same strategy.

 

A potential conflict of interest may arise as a result of the Portfolio Manager’s responsibility for multiple accounts with the similar investment guidelines. Under these circumstances, a potential investment maybe suitable for more than one of the Portfolio Manager’s accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment. The Portfolio Manager may also manage accounts whose objectives and policies differ from that of the Fund. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the Portfolio Manager may have the adverse consequences for another account managed by the Portfolio Manager. For example, an account may sell a significant position in a security, which could cause the market price of that security to decrease, while the Fund maintained its position in that security.

 

A potential conflict may arise when the Portfolio Manager is responsible for accounts that have different advisory fees—the difference in fees could create an incentive for the Portfolio Manager to favor one account over another, for example, in terms of access to investment opportunities. This conflict may be heightened if an account is subject to a performance-based fee. Another potential conflict may arise when the Portfolio Manager has an investment in one or more accounts that participates in transactions with other accounts. His or her investment(s) may create an incentive for the portfolio manager to favor one account over another. SSgA FM has adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers within SSgA FM are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, SSgA FM and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation.

 

Compensation as of December 31, 2008.

 

The compensation of SSgA FM’s investment professionals is based on a number of factors. The first factor considered is external market. Through an extensive compensation survey process, SSgA FM seeks to understand what its competitors are paying people to perform similar roles. This data is then used to determine a competitive baseline in the areas of base pay, bonus and long term incentive ( i.e. equity). The second factor taken into consideration is the size of the pool available for this compensation. SSgA FM is a part of State Street Corporation, and therefore works within its corporate environment on determining the overall level of its incentive compensation pool. Once determined, this pool is then allocated to the various locations and departments of State Street Global Advisers and SSgA FM. The discretionary determination of the allocation amounts to these locations and departments is influenced by the competitive market data, as well as the overall performance of the group. The pool is then allocated on a discretionary basis to individual employees based on their individual performance. There is no fixed formula for determining these amounts, nor is anyone’s compensation directly tied to the investment performance or asset value of a product or strategy. The same process is followed in determining equity incentive allocations.

 

Ownership of Securities

 

Portfolio Manager   None  

$1-

$10,000

  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Lynn Blake

  X                        

John Tucker

                           

 

C-113


EQ ADVISORS TRUST

PORTFOLIO MANAGER INFORMATION

 

EQ/Quality Bond PLUS (“Fund”)
Portfolio Manager  

Presented below for each portfolio manager is the number of other

accounts managed by the portfolio manager and the total

assets in the accounts managed within each category as of

December 31, 2008

 

Presented below for each of the categories is the number of

accounts and the total assets of the accounts with respect to which

the advisory fee is based on the performance of the account

 

Registered Investment

Companies

 

Other Pooled

Investment Vehicles

  Other Accounts   Registered Investment Companies   Other Pooled Investment Vehicles   Other Accounts
    Number
of Accts.
 

Total

Assets

  Number of
Accts.
 

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

  Number of Accts.  

Total

Assets

AXA Funds Management Group Unit

Kenneth T. Kozlowski

                                               
Alliance Bernstein L.P.

Greg Wilensky

                                               
SSgA Funds Management, Inc.

Elya Schwartzman

                          0   N/A   0   N/A   0   N/A

John Kirby

                                               

 

AXA FUNDS MANAGEMENT GROUP UNIT

 

Description of Any Material Conflicts

 

Actual or potential conflicts of interest may arise when a portfolio manager has management responsibilities to more than one account (including All Asset Allocation Portfolio, EQ/International ETF Portfolio and EQ/Franklin Templeton Founding Strategy Portfolio), such as devotion of unequal time and attention to the management of the accounts, inability to allocate limited investment opportunities across a broad band of accounts and incentive to allocate opportunities to an account where the portfolio manager or Adviser has a greater financial incentive, such as a performance fee account. The Adviser has adopted policies and procedures reasonably designed to address these types of conflicts and that serve to operate in a manner that is fair and equitable among its clients, including the Funds.

 

All Asset Allocation Portfolio and most other registered investment companies for which Mr. Kozlowski serves as the portfolio manager are each structured as a “fund of funds,” which invest in other registered investment companies for which AXA Equitable serves as the investment manager. None of these portfolios is subject to an advisory fee that is based on the performance of the portfolio. Given such “fund of funds” structure and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio manager’s compensation as further described below, Mr. Kozlowski is not, as a general matter and in relation to these Funds, subject to the potential conflicts of interest that may arise in connection with his management of the Fund, on the one hand, and the other portfolios, on the other, such as material differences in the investment strategies or allocation of investment opportunities.

 

Compensation as of December 31, 2008

 

Because Mr. Kozlowski serves as officer and employee of AXA Equitable and his respective roles are not limited to serving as the portfolio managers of the Fund and other accounts managed by him, his compensation is based on AXA Equitable’s compensation program as it applies to the firm’s officers in general. AXA Equitable’s compensation program consists of a base salary, short-term incentive compensation and long-term incentive compensation. Individual jobs are defined based on scope, responsibility and market value and assigned to a specific level within the firm’s base salary structure. An individual’s base salary is then established within the range of such structure based on a combination of

 

C-114


experience, skills, job content and performance and periodically evaluated based on survey data and market research. Annual short-term incentive compensation opportunities, granted in cash, are made available depending on whether firm-wide objectives were met during the year, as measured by various performance objectives such as underlying and adjusted earnings, expense management and sales. Once the target level of the short-term incentive compensation is determined by the firm, awards are made to individuals based on their salary structure and grade of position and individual performance. Annual long-term incentive compensation, granted in the form of stock options, restricted stocks and/or performance units, is offered in a manner similar to the short-term incentive compensation and is based on the combination of firm-wide performance and individual performance.

 

Ownership of Shares of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
 

over

$1,000,000

Kenneth T. Kozlowski

  X                        

 

ALLIANCE BERNSTEIN L.P.

 

Description of Any Material Conflicts

 

As an investment adviser and fiduciary, AllianceBernstein owes its clients and shareholders an undivided duty of loyalty. We recognize that conflicts of interest are inherent in our business and accordingly have developed policies and procedures (including oversight monitoring) reasonably designed to detect, manage and mitigate the effects of actual or potential conflicts of interest in the area of employee personal trading, managing multiple accounts for multiple clients, including AllianceBernstein Mutual Funds, and allocating investment opportunities. Investment professionals, including portfolio managers and research analysts, are subject to the above-mentioned policies and oversight monitoring to ensure that all clients are treated equitably. We place the interests of our clients first and expect all of our employees to meet their fiduciary duties.

 

Employee Personal Trading.     AllianceBernstein has adopted a Code of Business Conduct and Ethics that is designed to detect and prevent conflicts of interest when investment professionals and other personnel of AllianceBernstein own, buy or sell securities which may be owned by, or bought or sold for, clients. Personal securities transactions by an employee may raise a potential conflict of interest when an employee owns or trades in a security that is owned or considered for purchase or sale by a client, or recommended for purchase or sale by an employee to a client. Subject to the reporting requirements and other limitations of its Code of Business Conduct and Ethics, AllianceBernstein permits its employees to engage in personal securities transactions, and also allows them to acquire investments in the AllianceBernstein Mutual Funds through direct purchase, 401K/profit sharing plan investment and/or notionally in connection with deferred incentive compensation awards. AllianceBernstein’s Code of Ethics and Business Conduct requires disclosure of all personal accounts and maintenance of brokerage accounts with designated broker-dealers approved by AllianceBernstein. The Code also requires preclearance of all securities transactions and imposes a one-year holding period for securities purchased by employees to discourage short-term trading.

 

Managing Multiple Accounts for Multiple Clients.     AllianceBernstein has compliance policies and oversight monitoring in place to address conflicts of interest relating to the management of multiple accounts for multiple clients. Conflicts of interest may arise when an investment professional has responsibilities for the investments of more than one account because the investment professional may be unable to devote equal time and attention to each account. The investment professional or investment professional teams for each client may have responsibilities for managing all or a portion of the investments of multiple accounts with a common investment strategy, including other registered investment companies, unregistered investment vehicles, such as hedge funds, pension plans, separate accounts, collective trusts

 

C-115


and charitable foundations. Among other things, AllianceBernstein’s policies and procedures provide for the prompt dissemination to investment professionals of initial or changed investment recommendations by analysts so that investment professionals are better able to develop investment strategies for all accounts they manage. In addition, investment decisions by investment professionals are reviewed for the purpose of maintaining uniformity among similar accounts and ensuring that accounts are treated equitably. No investment professional that manages client accounts carrying performance fees is compensated directly or specifically for the performance of those accounts. Investment professional compensation reflects a broad contribution in multiple dimensions to long-term investment success for our clients and is not tied specifically to the performance of any particular client’s account, nor is it directly tied to the level or change in the level of assets under management.

 

Allocating Investment Opportunities.     AllianceBernstein has policies and procedures intended to address conflicts of interest relating to the allocation of investment opportunities. These policies and procedures are designed to ensure that information relevant to investment decisions is disseminated promptly within its portfolio management teams and investment opportunities are allocated equitably among different clients. The investment professionals at AllianceBernstein routinely are required to select and allocate investment opportunities among accounts. Portfolio holdings, position sizes, and industry and sector exposures tend to be similar across similar accounts, which minimizes the potential for conflicts of interest relating to the allocation of investment opportunities. Nevertheless, investment opportunities may be allocated differently among accounts due to the particular characteristics of an account, such as size of the account, cash position, tax status, risk tolerance and investment restrictions or for other reasons.

 

AllianceBernstein’s procedures are also designed to prevent potential conflicts of interest that may arise when AllianceBernstein has a particular financial incentive, such as a performance-based management fee, relating to an account. An investment professional may perceive that he or she has an incentive to devote more time to developing and analyzing investment strategies and opportunities or allocating securities preferentially to accounts for which AllianceBernstein could share in investment gains.

 

To address these conflicts of interest, AllianceBernstein’s policies and procedures require, among other things, the prompt dissemination to investment professionals of any initial or changed investment recommendations by analysts; the aggregation of orders to facilitate best execution for all accounts; price averaging for all aggregated orders; objective allocation for limited investment opportunities (e.g., on a rotational basis) to ensure fair and equitable allocation among accounts; and limitations on short sales of securities. These procedures also require documentation and review of justifications for any decisions to make investments only for select accounts or in a manner disproportionate to the size of the account.

 

Compensation for the fiscal year completed December 31, 2008

 

AllianceBernstein’s compensation program for investment professionals is designed to be competitive and effective in order to attract and retain the highest caliber employees. The compensation program for investment professionals is designed to reflect their ability to generate long-term investment success for our clients, including shareholders of the AllianceBernstein Mutual Funds. Investment professionals do not receive any direct compensation based upon the investment returns of any individual client account, nor is compensation tied directly to the level or change in the level of assets under management. Investment professionals’ annual compensation is comprised of the following:

 

(i) Fixed base salary:     This is generally the smallest portion of compensation. The base salary is a relatively low, fixed salary within a similar range for all investment professionals. The base salary is determined at the outset of employment based on level of experience, does not change significantly from year to year, and hence, is not particularly sensitive to performance.

 

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(ii) Discretionary incentive compensation in the form of an annual cash bonus:     AllianceBernstein’s overall profitability determines the total amount of incentive compensation available to investment professionals. This portion of compensation is determined subjectively based on qualitative and quantitative factors. In evaluating this component of an investment professional’s compensation, AllianceBernstein considers the contribution to his/her team or discipline as it relates to that team’s overall contribution to the long-term investment success, business results and strategy of AllianceBernstein. Quantitative factors considered include, among other things, relative investment performance (e.g., by comparison to competitor or peer group funds or similar styles of investments, and appropriate, broad-based or specific market indices), and consistency of performance. There are no specific formulas used to determine this part of an investment professional’s compensation and the compensation is not tied to any pre-determined or specified level of performance. AllianceBernstein also considers qualitative factors such as the complexity and risk of investment strategies involved in the style or type of assets managed by the investment professional; success of marketing/business development efforts and client servicing; seniority/length of service with the firm; management and supervisory responsibilities; and fulfillment of AllianceBernstein’s leadership criteria.

 

(iii)

Discretionary incentive compensation in the form of awards under AllianceBernstein’s Partners Compensation Plan (“deferred awards”):     AllianceBernstein’s overall profitability determines the total amount of deferred awards available to investment professionals. The deferred awards are allocated among investment professionals based on criteria similar to those used to determine the annual cash bonus. There is no fixed formula for determining these amounts. Deferred awards, for which there are various investment options, vest over a four-year period and are generally forfeited if the employee resigns or AllianceBernstein terminates his/her employment. Investment options under the deferred awards plan include many of the same AllianceBernstein Mutual Funds offered to mutual fund investors, thereby creating a close alignment between the financial interests of the investment professionals and those of AllianceBernstein’s clients and mutual fund shareholders with respect to the performance of those mutual funds. AllianceBernstein also permits deferred award recipients to allocate up to 50% of their award to investments in Alliance’s publicly traded equity securities. 1

 

(iv) Contributions under AllianceBernstein’s Profit Sharing/401(k) Plan:     The contributions are based on AllianceBernstein’s overall profitability. The amount and allocation of the contributions are determined at the sole discretion of AllianceBernstein.

 

(c) Ownership of Securities as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
 

$10,001-

$50,000

 

$50,001-

$100,000

 

$100,001-

$500,000

 

$500,001-

$1,000,000

 

over

$1,000,000

Greg Wilensky

  X                        

 

SSgA FUNDS MANAGEMENT, INC.

 

Description of Any Material Conflicts

 

A Portfolio Manager may be subject to potential conflicts of interest because he or she is responsible for other accounts in addition to the Fund. Potential conflicts may arise out of (a) the Portfolio Manager’s execution of different investment strategies for various accounts or (b) the allocation of investment opportunities among the Portfolio Manager’s accounts with the same strategy.

 

A potential conflict of interest may arise as a result of the Portfolio Manager’s responsibility for multiple accounts with the similar investment guidelines. Under these circumstances, a potential investment maybe suitable for more than one of the Portfolio Manager’s accounts, but the quantity of the investment available for purchase is less than the aggregate amount the accounts would ideally devote to the opportunity. Similar conflicts may arise when multiple accounts seek to dispose of the same investment.

 

C-117


The Portfolio Manager may also manage accounts whose objectives and policies differ from that of the Fund. These differences may be such that under certain circumstances, trading activity appropriate for one account managed by the Portfolio Manager may have the adverse consequences for another account managed by the Portfolio Manager. For example, an account may sell a significant position in a security, which could cause the market price of that security to decrease, while the Fund maintained its position in that security.

 

A potential conflict may arise when the Portfolio Manager is responsible for accounts that have different advisory fees—the difference in fees could create an incentive for the Portfolio Manager to favor one account over another, for example, in terms of access to investment opportunities. This conflict may be heightened if an account is subject to a performance-based fee. Another potential conflict may arise when the Portfolio Manager has an investment in one or more accounts that participates in transactions with other accounts. His or her investment(s) may create an incentive for the portfolio manager to favor one account over another. SSgA FM has adopted policies and procedures reasonably designed to address these potential material conflicts. For instance, portfolio managers within SSgA FM are normally responsible for all accounts within a certain investment discipline, and do not, absent special circumstances, differentiate among the various accounts when allocating resources. Additionally, SSgA FM and its advisory affiliates have processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation.

 

Compensation as of December 31, 2008.

 

The compensation of SSgA FM’s investment professionals is based on a number of factors. The first factor considered is external market. Through an extensive compensation survey process, SSgA FM seeks to understand what its competitors are paying people to perform similar roles. This data is then used to determine a competitive baseline in the areas of base pay, bonus and long term incentive ( i.e. equity). The second factor taken into consideration is the size of the pool available for this compensation. SSgA FM is a part of State Street Corporation, and therefore works within its corporate environment on determining the overall level of its incentive compensation pool. Once determined, this pool is then allocated to the various locations and departments of State Street Global Advisers and SSgA FM. The discretionary determination of the allocation amounts to these locations and departments is influenced by the competitive market data, as well as the overall performance of the group. The pool is then allocated on a discretionary basis to individual employees based on their individual performance. There is no fixed formula for determining these amounts, nor is anyone’s compensation directly tied to the investment performance or asset value of a product or strategy. The same process is followed in determining equity incentive allocations.

 

Ownership of Securities of the Fund as of December 31, 2008

 

Portfolio Manager   None   $1-
$10,000
  $10,001-
$50,000
  $50,001-
$100,000
  $100,001-
$500,000
  $500,001-
$1,000,000
  over
$1,000,000

Elya Schwartzman

  X                        

John Kirby

                           

 

C-118


 

APPENDIX D

 

EQ ADVISORS TRUST

 

AMENDED AND RESTATED

PROXY VOTING POLICIES AND PROCEDURES

 

I. Trust’s Policy Statement

 

EQ Advisors Trust (“Trust”) is firmly committed to ensuring that proxies relating to the Trust’s portfolio securities are voted in the best interests of the Trust. The following procedures have been established to implement the Trust’s proxy voting program.

 

II. Trust’s Proxy Voting Program

 

AXA Equitable Life Insurance Company (“AXA Equitable”) serves as the investment manager of the Trust’s portfolios. AXA Equitable is responsible for the selection and ongoing monitoring of investment sub-advisers (the “Advisers”) who provide the day-to-day portfolio management for each portfolio. The Trust has delegated proxy voting responsibility with respect to each portfolio to AXA Equitable. Because AXA Equitable views proxy voting as a function that is incidental and integral to portfolio management, it has in turn delegated the proxy voting responsibility with respect to each sub-advised portfolio or sub-advised portion of a portfolio (“Sub-Advised Portion”) to the applicable Adviser, except as described in Section III below. The primary focus of the Trust’s proxy voting program as it relates to the sub-advised portfolios or Sub-Advised Portions, therefore, is to seek to ensure that the Advisers have adequate proxy voting policies and procedures in place and to monitor each Adviser’s proxy voting. These policies and procedures may be amended from time to time based on experience as well as changing environments, especially as new and/or differing laws and regulations are promulgated, and need not be identical.

 

III. AXA Equitable’s Proxy Voting Policies and Procedures

 

AXA Equitable provides the day-to-day portfolio management services to certain portfolios, or an allocated portion of a portfolio (“Allocated Portion”) of the Trust, each of which seek to achieve its investment objective by investing in other mutual funds managed by AXA Equitable (“Underlying Portfolios”) or by investing in exchange-traded funds (“Underlying ETFs”). As a result of this direct portfolio management by AXA Equitable, AXA Equitable is responsible for proxy voting for these portfolios or Allocated Portions. In light of the fact that the holdings of the portfolios or Allocated Portions managed by AXA Equitable are Underlying Portfolios or Underlying ETFs, AXA Equitable has determined it to be appropriate to vote the portfolios’ or Allocated Portions’ shares in these securities either for or against approval of a proposal, or as an abstention, in the same proportion as the vote of all other securities holders of the applicable Underlying Portfolio or Underlying ETF (whether or not the proposal presents an issue as to which AXA Equitable or its affiliates could be deemed to have a conflict of interest). These policies and procedures may be amended from time to time.

 

IV. AXA Equitable’s Due Diligence and Compliance Program

 

As part of its ongoing due diligence and compliance responsibilities, with respect to the sub-advised portfolios or Sub-Advised Portions, AXA Equitable will seek to ensure that each Adviser maintains proxy voting policies and procedures that are reasonably designed to comply with applicable laws and regulations. AXA Equitable will review each Adviser’s proxy voting policies and procedures (including any proxy voting guidelines) in connection with the initial selection of the Adviser to manage a portfolio or Sub-Advised Portion and on at least an annual basis thereafter.

 

D-1


V. Advisers’ Proxy Voting Policies and Procedures

 

Each Adviser will be required to maintain proxy voting policies and procedures that satisfy the following elements:

 

A. Written Policies and Procedures : The Adviser must maintain written proxy voting policies and procedures in accordance with applicable laws and regulations and must provide to the Trust and AXA Equitable, upon request, copies of such policies and procedures.

 

B. Fiduciary Duty : The Adviser’s policies and procedures must be reasonably designed to ensure that the Adviser votes client securities in the best interest of its clients.

 

C. Conflicts of Interest : The Adviser’s policies and procedures must include appropriate procedures to identify and resolve as necessary, before voting client proxies, all material proxy-related conflicts of interest between the Adviser (including its affiliates) and its clients.

 

D. Voting Guidelines : The Adviser’s policies and procedures must address with reasonable specificity how the Adviser will vote proxies, or what factors it will take into account, when voting on particular types of matters, e.g., corporate governance proposals, compensation issues and matters involving social or corporate responsibility.

 

E. Monitoring Proxy Voting : The Adviser must have a system and/or process that is reasonably designed to ensure that proxies are voted on behalf of its clients in a timely and efficient manner.

 

F. Record Retention and Inspection : The Adviser must have an established system for creating and retaining all appropriate documentation relating to its proxy voting activities as required by applicable laws and regulations. The Adviser must provide to the Trust and AXA Equitable such information and records with respect to proxies relating to the Trust’s portfolio securities as required by law and as the Trust or AXA Equitable may reasonably request.

 

VI. Disclosure of Trust’s Proxy Voting Policies and Procedures and Voting Record

 

AXA Equitable, on behalf of the Trust, will take reasonable steps as necessary to seek to ensure that the Trust complies with all applicable laws and regulations relating to disclosure of the Trust’s proxy voting policies and procedures and its proxy voting record. AXA Equitable (including, at its option, through third-party service providers) will maintain a system that is reasonably designed to ensure that its actual proxy voting record and the actual proxy voting record of the Advisers with respect to the Trust’s portfolio securities are collected, processed, filed with the Securities and Exchange Commission and made available to the Trust’s shareholders as required by applicable laws and regulations.

 

VII. Reports to Trust’s Board of Trustees

 

AXA Equitable will periodically (but no less frequently than annually) report to the Board of Trustees with respect to the Trust’s implementation of its proxy voting program, including summary information with respect to the proxy voting record of the Advisers with respect to the sub-advised portfolios’ and Sub-Advised Portions’ portfolio securities and any other information requested by the Board of Trustees.

 

Adopted as of: August 6, 2003

Amended as of July 11, 2007

 

D-2


PROXY VOTING POLICIES AND PROCEDURES

 

ALLIANCEBERNSTEIN L.P.

 

Statement of Policies and Procedures for Proxy Voting

 

1. Introduction

 

As a registered investment adviser, AllianceBernstein L.P. (“AllianceBernstein”, “we” or “us”) has a fiduciary duty to act solely in the best interests of our clients. We recognize that this duty requires us to vote client securities in a timely manner and make voting decisions that are in the best interests of our clients. Consistent with these obligations, we will disclose our clients’ voting records only to them and as required by mutual fund vote disclosure regulations. In addition, the proxy committees may, after careful consideration, choose to respond to surveys regarding past votes.

 

This statement is intended to comply with Rule 206(4)-6 of the Investment Advisers Act of 1940. It sets forth our policies and procedures for voting proxies for our discretionary investment advisory clients, including investment companies registered under the Investment Company Act of 1940. This statement applies to AllianceBernstein’s growth, value and blend investment groups investing on behalf of clients in both US and non-US securities.

 

2. Proxy Policies

 

This statement is designed to be responsive to the wide range of proxy voting subjects that can have a significant effect on the investment value of the securities held in our clients’ accounts. These policies are not exhaustive due to the variety of proxy voting issues that we may be required to consider. AllianceBernstein reserves the right to depart from these guidelines in order to avoid voting decisions that we believe may be contrary to our clients’ best interests. In reviewing proxy issues, we will apply the following general policies:

 

2.1. Corporate Governance

 

AllianceBernstein’s proxy voting policies recognize the importance of good corporate governance in ensuring that management and the board of directors fulfill their obligations to the shareholders. We favor proposals promoting transparency and accountability within a company. We will vote for proposals providing for equal access to the proxy materials so that shareholders can express their views on various proxy issues. We also support the appointment of a majority of independent directors on key committees and separating the positions of chairman and chief executive officer. Finally, because we believe that good corporate governance requires shareholders to have a meaningful voice in the affairs of the company, we will support shareholder proposals that request that companies amend their by-laws to provide that director nominees be elected by an affirmative vote of a majority of the votes cast.

 

2.2. Elections of Directors

 

Unless there is a proxy fight for seats on the Board or we determine that there are other compelling reasons for withholding votes for directors, we will vote in favor of the management proposed slate of directors. That said, we believe that directors have a duty to respond to shareholder actions that have received significant shareholder support. We may withhold votes for directors (or vote against in non-US markets) that fail to act on key issues such as failure to implement proposals to declassify boards, failure to implement a majority vote requirement, failure to submit a rights plan to a shareholder vote or failure to act on tender offers where a majority of shareholders have tendered their shares. In addition, we will withhold votes for directors who fail to attend at least seventy-five percent of board meetings within a given year without a reasonable excuse. Finally, we may abstain or vote against directors of non-U.S. issuers where there is insufficient information about the nominees disclosed in the proxy statement.

 

D-3


2.3. Appointment of Auditors

 

AllianceBernstein believes that the company remains in the best position to choose the auditors and will generally support management’s recommendation. However, we recognize that there may be inherent conflicts when a company’s independent auditor performs substantial non-audit related services for the company. The Sarbanes-Oxley Act of 2002 prohibited certain categories of services by auditors to US issuers, making this issue less prevalent in the US. Nevertheless, in reviewing a proposed auditor, we will consider the fees paid for non-audit services relative to total fees as well as if there are other reasons to question the independence of the auditors.

 

2.4. Changes in Legal and Capital Structure

 

Changes in a company’s charter, articles of incorporation or by-laws are often technical and administrative in nature. Absent a compelling reason to the contrary, AllianceBernstein will cast its votes in accordance with the company’s management on such proposals. However, we will review and analyze on a case-by-case basis any non-routine proposals that are likely to affect the structure and operation of the company or have a material economic effect on the company. For example, we will generally support proposals to increase authorized common stock when it is necessary to implement a stock split, aid in a restructuring or acquisition or provide a sufficient number of shares for an employee savings plan, stock option or executive compensation plan.

 

However, a satisfactory explanation of a company’s intentions must be disclosed in the proxy statement for proposals requesting an increase of greater than one hundred percent of the shares outstanding. We will oppose increases in authorized common stock where there is evidence that the shares will be used to implement a poison pill or another form of anti-takeover device. We will support shareholder proposals that seek to eliminate dual class voting structures.

 

2.5. Corporate Restructurings, Mergers and Acquisitions

 

AllianceBernstein believes proxy votes dealing with corporate reorganizations are an extension of the investment decision. Accordingly, we will analyze such proposals on a case-by-case basis, weighing heavily the views of our research analysts that cover the company and our investment professionals managing the portfolios in which the stock is held.

 

2.6. Proposals Affecting Shareholder Rights

 

AllianceBernstein believes that certain fundamental rights of shareholders must be protected. We will generally vote in favor of proposals that give shareholders a greater voice in the affairs of the company and oppose any measure that seeks to limit those rights. However, when analyzing such proposals we will weigh the financial impact of the proposal against the impairment of shareholder rights.

 

2.7. Anti-Takeover Measures

 

AllianceBernstein believes that measures that impede corporate transactions such as takeovers or entrench management not only infringe on the rights of shareholders but may also have a detrimental effect on the value of the company. We will generally oppose proposals, regardless of whether they are advanced by management or shareholders, the purpose or effect of which is to entrench management or excessively or inappropriately dilute shareholder ownership. Conversely, we support proposals that would restrict or otherwise eliminate anti-takeover or anti-shareholder measures that have already been adopted by corporate issuers. For example, we will support shareholder proposals that seek to require the company to submit a shareholder rights plan to a shareholder vote. We will evaluate, on a case-by-case basis, proposals to completely redeem or eliminate such plans. Furthermore, we will generally oppose proposals put forward by management (including the authorization of blank check preferred stock, classified boards and supermajority vote requirements) that appear to be anti-shareholder or intended as management entrenchment mechanisms.

 

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2.8. Executive Compensation

 

AllianceBernstein believes that company management and the compensation committee of the board of directors should, within reason, be given latitude to determine the types and mix of compensation and benefit awards offered to company employees. Whether proposed by a shareholder or management, we will review proposals relating to executive compensation plans on a case-by-case basis to ensure that the long-term interests of management and shareholders are properly aligned. In general, we will analyze the proposed plan to ensure that shareholder equity will not be excessively diluted taking into account shares available for grant under the proposed plan as well as other existing plans. We generally will oppose plans that have below market value grant or exercise prices on the date of issuance or permit repricing of underwater stock options without shareholder approval. Other factors such as the company’s performance and industry practice will generally be factored into our analysis. We generally will support shareholder proposals seeking additional disclosure of executive and director compensation. This policy includes proposals that seek to specify the measurement of performance based compensation. In addition, we will support proposals requiring managements to submit severance packages that exceed 2.99 times the sum of an executive officer’s base salary plus bonus that are triggered by a change in control to a shareholder vote. Finally, we will support shareholder proposals requiring companies to expense stock options because we view them as a large corporate expense that should be appropriately accounted for.

 

2.9. Social and Corporate Responsibility

 

AllianceBernstein will review and analyze on a case-by-case basis proposals relating to social, political and environmental issues to determine whether they will have a financial impact on shareholder value. We will vote against proposals that are unduly burdensome or result in unnecessary and excessive costs to the company. We may abstain from voting on social proposals that do not have a readily determinable financial impact on shareholder value.

 

3. Proxy Voting Procedures

 

3.1. Proxy Voting Committees

 

Our growth and value investment groups have formed separate proxy voting committees to establish general proxy policies for AllianceBernstein and consider specific proxy voting matters as necessary. These committees periodically review these policies and new types of corporate governance issues, and decide how we should vote on proposals not covered by these policies. When a proxy vote cannot be clearly decided by an application of our stated policy, the proxy committee will evaluate the proposal. In addition, the committees, in conjunction with the analyst that covers the company, may contact corporate management and interested shareholder groups and others as necessary to discuss proxy issues. Members of the committee include senior investment personnel and representatives of the Legal and Compliance Department. The committees may also evaluate proxies where we face a potential conflict of interest (as discussed below). Finally, the committees monitor adherence to these policies.

 

3.2. Conflicts of Interest

 

AllianceBernstein recognizes that there may be a potential conflict of interest when we vote a proxy solicited by an issuer whose retirement plan we manage, or we administer, who distributes AllianceBernstein sponsored mutual funds, or with whom we or an employee has another business or personal relationship that may affect how we vote on the issuer’s proxy. Similarly, AllianceBernstein may have a potential material conflict of interest when deciding how to vote on a proposal sponsored or supported by a shareholder group that is a client. We believe that centralized management of proxy voting, oversight by the proxy voting committees and adherence to these policies ensures that proxies are voted with only our clients’ best interests in mind. Additionally, we have implemented procedures to ensure that our votes are not the product of a material conflict of interests, including: (i) on an annual basis, the proxy committees will take reasonable steps to evaluate the nature of AllianceBernstein’s and our employees’

 

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material business and personal relationships (and those of our affiliates) with any company whose equity securities are held in client accounts and any client that has sponsored or has material interest in a proposal upon which we will be eligible to vote; (ii) requiring anyone involved in the decision making process to disclose to the chairman of the appropriate proxy committee any potential conflict that they are aware of (including personal relationships) and any contact that they have had with any interested party regarding a proxy vote; (iii) prohibiting employees involved in the decision making process or vote administration from revealing how we intend to vote on a proposal in order to reduce any attempted influence from interested parties; and (iv) where a material conflict of interests exists, reviewing our proposed vote by applying a series of objective tests and, where necessary, considering the views of third party research services to ensure that our voting decision is consistent with our clients’ best interests.

 

Because under certain circumstances AllianceBernstein considers the recommendation of third party research services, the proxy committees will take reasonable steps to verify that any third party research service is in fact independent based on all of the relevant facts and circumstances. This includes reviewing the third party research service’s conflict management procedures and ascertaining, among other things, whether the third party research service (i) has the capacity and competency to adequately analyze proxy issues; and (ii) can make such recommendations in an impartial manner and in the best interests of our clients.

 

3.3. Proxies of Certain Non-US Issuers

 

Proxy voting in certain countries requires “share blocking.” Shareholders wishing to vote their proxies must deposit their shares shortly before the date of the meeting with a designated depositary. During this blocking period, shares that will be voted at the meeting cannot be sold until the meeting has taken place and the shares are returned to the clients’ custodian banks. Absent compelling reasons to the contrary, AllianceBernstein believes that the benefit to the client of exercising the vote does not outweigh the cost of voting (i.e. not being able to sell the shares during this period). Accordingly, if share blocking is required we generally abstain from voting those shares.

 

In addition, voting proxies of issuers in non-US markets may give rise to a number of administrative issues that may prevent AllianceBernstein from voting such proxies. For example, AllianceBernstein may receive meeting notices without enough time to fully consider the proxy or after the cut-off date for voting. Other markets require AllianceBernstein to provide local agents with power of attorney prior to implementing AllianceBernstein’s voting instructions. Although it is AllianceBernstein’s policy to seek to vote all proxies for securities held in client accounts for which we have proxy voting authority, in the case of non-US issuers, we vote proxies on a best efforts basis.

 

3.4. Loaned Securities

 

Many clients of AllianceBernstein have entered into securities lending arrangements with agent lenders to generate additional revenue. AllianceBernstein will not be able to vote securities that are on loan under these types of arrangements. However, under rare circumstances, for voting issues that may have a significant impact on the investment, we may request that clients recall securities that are on loan if we determine that the benefit of voting outweighs the costs and lost revenue to the client or fund and the administrative burden of retrieving the securities.

 

3.5. Proxy Voting Records

 

Clients may obtain information about how we voted proxies on their behalf by contacting their AllianceBernstein administrative representative. Alternatively, clients may make a written request for proxy voting information to: Mark R. Manley, Senior Vice President & Chief Compliance Officer, AllianceBernstein L.P., 1345 Avenue of the Americas, New York, NY 10105.

 

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ARIEL CAPITAL MANAGEMENT, LLC

 

Summary of Proxy Policies and Procedures

 

In accordance with applicable regulations and law, Ariel Capital Management, LLC (“Ariel”), a federally registered investment adviser, is providing this summary of its Proxy Voting Policies and Procedures (the “Proxy Policies”) concerning proxies voted by Ariel on behalf of each investment advisory client who delegates proxy voting authority and delivers the proxies to us. A client may retain proxy voting powers, give particular proxy voting instructions to us, or have a third party fiduciary vote proxies. Our Proxy Policies are subject to change as necessary to remain current with applicable rules and regulations and our internal policies and procedures.

 

As part of our investment process, Ariel places extraordinary emphasis on a company’s management, its Board and its activities. Ariel looks for companies with high quality managements, as represented by their industry experience, and their reputations within the community. Furthermore, Ariel strives to invest with management teams who show integrity, candor, and foster open and honest communication with their shareholders. As a result, it is generally Ariel’s policy to vote in favor of proposals recommended by the Board.

 

Ariel has established general guidelines for voting proxies on behalf of clients. While these generally guide Ariel’s decision-making, all issues are analyzed by the Ariel Investment Committee member who follows the company as well as Ariel’s Director of Research. As a result, there may be cases in which particular circumstances lead Ariel to vote an individual proxy differently than otherwise stated within Ariel’s general proxy voting guidelines. In such cases, Ariel will document its reasoning. Ariel may be required to vote shares in securities of regulated companies (such as banks) in conformance with conditions specified by the industry’s regulator. Additionally, the issuer of a security may impose limitations upon Ariel’s ability to vote proxies for its clients. In certain circumstances, this may mean that Ariel will refrain from voting shares.

 

If it is determined that a material conflict of interest may exist, such as a business relationship with a portfolio company, it is Ariel’s policy to generally vote in accordance with the recommendations of ISS. If, in a conflict situation, Ariel decides to vote differently than ISS, the proxy will be referred to Ariel’s Proxy Resolution Committee. The Proxy Resolution Committee is charged with determining whether the Ariel Investment Committee members’ and Director of Research’s decisions regarding proxy voting are based on the best interests of Ariel’s clients and are not the product of a conflict.

 

For each proxy, Ariel maintains records as required by applicable law. Proxy voting information will be provided to clients in accordance with their agreement with us or upon request. A client may request a copy of Ariel’s Proxy Voting Policies and Procedures, or a copy of the specific voting record for their account, by calling Ariel at 1-800-725-0140, or writing to Ariel Capital Management, LLC at 200 East Randolph Drive, Suite 2900, Chicago, IL 60601.

 

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AXA ROSENBERG INVESTMENT MANAGEMENT LLC

 

PROXY VOTING POLICY

 

Policy

 

AXA Rosenberg, as a matter of policy and as a fiduciary to our clients, has responsibility to vote proxy proposals on behalf of its clients in a manner which is reasonably anticipated to further the best economic interests of those clients and consistent with enhancing shareholder value.

 

AXA Rosenberg’s policy and practice includes the responsibility to arrange for proxies of those clients that have delegated proxy voting responsibility to be received and voted by proxy voting service providers, to disclose any potential conflicts of interest, as well as to make information available to clients about the voting of proxies for their portfolio and to maintain relevant and required records.

 

For those advisory clients that did not delegate or that have expressly retained proxy voting responsibility, AXA Rosenberg has no authority and will not vote any proxies for those clients’ portfolios.

 

AXA Rosenberg will accommodate clients who delegate proxy voting responsibility to it, but wish to retain their right to exercise proxy voting rights according to their own proxy policy or on specific proxy issues.

 

Background

 

Proxy voting is an important right of shareholders and reasonable care and diligence must be undertaken to ensure that such rights are properly and timely exercised. Investment advisers registered with the SEC, and which exercise voting authority with respect to client securities, are required by Rule 206(4)-6 of the Advisers Act to (a) adopt and implement written policies and procedures that are reasonably designed to ensure that client securities are voted in the best interests of clients, which must include how an adviser addresses material conflicts that may arise between an adviser’s interests and those of its clients; (b) to disclose to clients how they may obtain information from the adviser with respect to the voting of proxies for their securities; (c) to describe to clients a summary of its proxy voting policies and procedures and, upon request, furnish a copy to its clients; and (d) maintain certain records relating to the adviser’s proxy voting activities when the adviser does have proxy voting authority.

 

Responsibility

 

The Office of the Global CIO has the responsibility for the implementation and monitoring of our proxy voting policy and practices. Legal and Compliance are responsible for AXA Rosenberg’s disclosures and recordkeeping of AXA Rosenberg’s proxy voting.

 

Procedures

 

Voting Procedures

 

AXA Rosenberg has retained third party service providers (the “Service Providers”) to assist AXA Rosenberg in coordinating and voting proxies with respect to client securities. Once it is deemed that AXA Rosenberg will vote proxies on behalf of a client, AXA Rosenberg notifies Service Providers of this delegation, thereby enabling Service Providers to automatically receive proxy information.

 

Service Providers will:

 

   

Keep a record of each proxy received;

 

   

Determine which accounts managed by AXA Rosenberg hold the security to which the proxy relates;

 

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Compile a list of accounts that hold the security, together with the number of votes each account controls and the date by which AXA Rosenberg must vote the proxy in order to allow enough time for the completed proxy to be returned to the issuer prior to the vote taking place.

 

   

Designated officers of AXA Rosenberg will periodically monitor Service Providers to assure that the proxies are being properly voted and appropriate records are being retained.

 

   

Other than the recommendations from the Service Providers, AXA Rosenberg will not accept direction as to how to vote individual proxies for whom it has voting responsibility from any other person or organization, except from a client to vote proxies for that client’s account.

 

Disclosure

 

AXA Rosenberg will disclose in its Disclosure Document its proxy voting policy and procedures. Additionally, clients may request information regarding how AXA Rosenberg voted their proxies, and clients may request a copy of AXA Rosenberg’s policy.

 

Client Requests for Information

 

All client requests for information regarding proxy votes, or policies and procedures, received by any employee should be forwarded to Client Services. In response to a request, Client Reporting will provide the client with the information requested, and as applicable, will include the name of the issuer, the proposal voted upon, and how AXA Rosenberg voted the client’s proxy with respect to each proposal about which client inquired.

 

Voting Guidelines

 

In the absence of specific voting guidelines from the client, AXA Rosenberg will vote proxies in the best interests of each particular client.

 

Conflicts of Interest

 

AXA Rosenberg realizes that situations may occur whereby an actual or apparent conflict of interest could arise. For example, AXA Rosenberg may manage a portion of assets of a pension plan of a company whose management is soliciting proxies. We believe our duty is to vote proxies in the best interests of our clients. Therefore, by voting in accordance with the Service Providers’ Guidelines, AXA Rosenberg should avoid conflicts of interest because AXA Rosenberg votes pursuant to a pre-determined policy based on the recommendation of an independent third party.

 

Proxies of Certain Non-US Issuers

 

Proxy voting in certain countries requires “share blocking.” Shareholders wishing to vote their proxies must deposit their shares shortly before the date of the meeting with a designated depositary. During this blocking period, shares that will be voted at the meeting cannot be sold until the meeting has taken place and the shares are returned to the clients’ custodian banks. AXA Rosenberg believes that the benefit to the client of exercising the vote does not outweigh the cost of voting (i.e. not being able to sell the shares during this period). Accordingly, if share blocking is required, AXA Rosenberg will generally abstain from voting these shares unless there is a compelling reason to the contrary.

 

In addition, voting proxies of issuers in non-US markets may give rise to a number of administrative issues that may prevent AXA Rosenberg from voting such proxies. For example, AXA Rosenberg (or its Service Providers) may receive meeting notices without enough time to fully consider the proxy or after the cut-off date for voting. Other markets require AXA Rosenberg (or its Service Providers) to provide local agents with power of attorney prior to implementing the Service Provider’s voting instructions. Although it is AXA Rosenberg’s policy to seek to vote all proxies for securities held in client accounts for which we have proxy voting authority, in the case of non-US issuers, we vote proxies on a best efforts basis.

 

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Proxy Voting Policies and Procedures

 

For BlackRock Advisors, LLC

And Its Affiliated SEC Registered Investment Advisers

 

Proxy Voting Policies and Procedures

 

The Manager has adopted policies and procedures (the “Proxy Voting Procedures”) with respect to the voting of proxies related to the portfolio securities held in the account of one or more of its clients, including a Fund. Pursuant to these Proxy Voting Procedures, the Adviser’s primary objective when voting proxies is to make proxy voting decisions solely in the best interests of each Fund and its shareholders, and to act in a manner that the Adviser believes is most likely to enhance the economic value of the securities held by the Fund. The Proxy Voting Procedures are designed to ensure that the Adviser considers the interests of its clients, including each Fund, and not the interests of the Adviser, when voting proxies and that real (or perceived) material conflicts that may arise between the Adviser’s interest and those of the Adviser’s clients are properly addressed and resolved.

 

In order to implement the Proxy Voting Procedures, the Adviser has formed a Proxy Voting Committee (the “Committee”). The Committee, which is a subcommittee of the Adviser’s Equity Investment Policy Oversight Committee (“EIPOC”), is comprised of a senior member of the Adviser’s equity management group who is also a member of EIPOC, one or more other senior investment professionals appointed by EIPOC, portfolio managers and investment analysts appointed by EIPOC and any other personnel EIPOC deems appropriate. The Committee will also include two non-voting representatives from the Adviser’s Legal Department appointed by the Adviser’s General Counsel. The Committee’s membership shall be limited to full-time employees of the Adviser. No person with any investment banking, trading, retail brokerage or research responsibilities for the Adviser’s affiliates may serve as a member of the Committee or participate in its decision making (except to the extent such person is asked by the Committee to present information to the Committee on the same basis as other interested knowledgeable parties not affiliated with the Adviser might be asked to do so). The Committee determines how to vote the proxies of all clients, including a Fund, that have delegated proxy voting authority to the Adviser and seeks to ensure that all votes are consistent with the best interests of those clients and are free from unwarranted and inappropriate influences. The Committee establishes general proxy voting policies for the Adviser and is responsible for determining how those policies are applied to specific proxy votes, in light of each issuer’s unique structure, management, strategic options and, in certain circumstances, probable economic and other anticipated consequences of alternate actions. In so doing, the Committee may determine to vote a particular proxy in a manner contrary to its generally stated policies. In addition, the Committee will be responsible for ensuring that all reporting and recordkeeping requirements related to proxy voting are fulfilled.

 

The Committee may determine that the subject matter of a recurring proxy issue is not suitable for general voting policies and requires a case-by-case determination. In such cases, the Committee may elect not to adopt a specific voting policy applicable to that issue. The Adviser believes that certain proxy voting issues require investment analysis - such as approval of mergers and other significant corporate transactions - akin to investment decisions, and are, therefore, not suitable for general guidelines. The Committee may elect to adopt a common position for the Adviser on certain proxy votes that are akin to investment decisions, or determine to permit the portfolio manager to make individual decisions on how best to maximize economic value for a Fund (similar to normal buy/sell investment decisions made by such portfolio managers). While it is expected that the Adviser will generally seek to vote proxies over which the Adviser exercises voting authority in a uniform manner for all the Adviser’s clients, the Committee, in conjunction with a Fund’s portfolio manager, may determine that the Fund’s specific circumstances require that its proxies be voted differently.

 

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To assist the Adviser in voting proxies, the Committee has retained Institutional Shareholder Services (“ISS”). ISS is an independent adviser that specializes in providing a variety of fiduciary-level proxy-related services to institutional investment managers, plan sponsors, custodians, consultants, and other institutional investors. The services provided to the Adviser by ISS include in-depth research, voting recommendations (although the Adviser is not obligated to follow such recommendations), vote execution, and recordkeeping. ISS will also assist the Fund in fulfilling its reporting and recordkeeping obligations under the Investment Company Act.

 

The Adviser’s Proxy Voting Procedures also address special circumstances that can arise in connection with proxy voting. For instance, under the Proxy Voting Procedures, the Adviser generally will not seek to vote proxies related to portfolio securities that are on loan, although it may do so under certain circumstances. In addition, the Adviser will vote proxies related to securities of foreign issuers only on a best efforts basis and may elect not to vote at all in certain countries where the Committee determines that the costs associated with voting generally outweigh the benefits. The Committee may at any time override these general policies if it determines that such action is in the best interests of a Fund.

 

From time to time, the Adviser may be required to vote proxies in respect of an issuer where an affiliate of the Adviser (each, an “Affiliate”), or a money management or other client of the Adviser, including investment companies for which the Adviser provides investment advisory, administrative and/or other services (each, a “Client”), is involved. The Proxy Voting Procedures and the Adviser’s adherence to those procedures are designed to address such conflicts of interest. The Committee intends to strictly adhere to the Proxy Voting Procedures in all proxy matters, including matters involving Affiliates and Clients. If, however, an issue representing a non-routine matter that is material to an Affiliate or a widely known Client is involved such that the Committee does not reasonably believe it is able to follow its guidelines (or if the particular proxy matter is not addressed by the guidelines) and vote impartially, the Committee may, in its discretion for the purposes of ensuring that an independent determination is reached, retain an independent fiduciary to advise the Committee on how to vote or to cast votes on behalf of the Adviser’s clients.

 

In the event that the Committee determines not to retain an independent fiduciary, or it does not follow the advice of such an independent fiduciary, the Committee may pass the voting power to a subcommittee, appointed by EIPOC (with advice from the Secretary of the Committee), consisting solely of Committee members selected by EIPOC. EIPOC shall appoint to the subcommittee, where appropriate, only persons whose job responsibilities do not include contact with the Client and whose job evaluations would not be affected by the Adviser’s relationship with the Client (or failure to retain such relationship). The subcommittee shall determine whether and how to vote all proxies on behalf of the Adviser’s clients or, if the proxy matter is, in their judgment, akin to an investment decision, to defer to the applicable portfolio managers, provided that, if the subcommittee determines to alter the Adviser’s normal voting guidelines or, on matters where the Adviser’s policy is case-by-case, does not follow the voting recommendation of any proxy voting service or other independent fiduciary that may be retained to provide research or advice to the Adviser on that matter, no proxies relating to the Client may be voted unless the Secretary, or in the Secretary’s absence, the Assistant Secretary of the Committee concurs that the subcommittee’s determination is consistent with the Adviser’s fiduciary duties.

 

In addition to the general principles outlined above, the Adviser has adopted voting guidelines with respect to certain recurring proxy issues that are not expected to involve unusual circumstances. These policies are guidelines only, and the Adviser may elect to vote differently from the recommendation set forth in a voting guideline if the Committee determines that it is in a Fund’s best interest to do so. In addition, the guidelines may be reviewed at any time upon the request of a Committee member and may be amended or deleted upon the vote of a majority of Committee members present at a Committee meeting at which there is a quorum.

 

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The Adviser has adopted specific voting guidelines with respect to the following proxy issues:

 

   

Proposals related to the composition of the board of directors of issuers other than investment companies. As a general matter, the Committee believes that a company’s board of directors (rather than shareholders) is most likely to have access to important, nonpublic information regarding a company’s business and prospects, and is, therefore, best-positioned to set corporate policy and oversee management. The Committee, therefore, believes that the foundation of good corporate governance is the election of qualified, independent corporate directors who are likely to diligently represent the interests of shareholders and oversee management of the corporation in a manner that will seek to maximize shareholder value over time. In individual cases, the Committee may look at a nominee’s number of other directorships, history of representing shareholder interests as a director of other companies or other factors, to the extent the Committee deems relevant.

 

   

Proposals related to the selection of an issuer’s independent auditors. As a general matter, the Committee believes that corporate auditors have a responsibility to represent the interests of shareholders and provide an independent view on the propriety of financial reporting decisions of corporate management. While the Committee will generally defer to a corporation’s choice of auditor, in individual cases, the Committee may look at an auditors’ history of representing shareholder interests as auditor of other companies, to the extent the Committee deems relevant.

 

   

Proposals related to management compensation and employee benefits. As a general matter, the Committee favors disclosure of an issuer’s compensation and benefit policies and opposes excessive compensation, but believes that compensation matters are normally best determined by an issuer’s board of directors, rather than shareholders. Proposals to “micro-manage” an issuer’s compensation practices or to set arbitrary restrictions on compensation or benefits will, therefore, generally not be supported.

 

   

Proposals related to requests, principally from management, for approval of amendments that would alter an issuer’s capital structure. As a general matter, the Committee will support requests that enhance the rights of common shareholders and oppose requests that appear to be unreasonably dilutive.

 

   

Proposals related to requests for approval of amendments to an issuer’s charter or by-laws. As a general matter, the Committee opposes poison pill provisions.

 

   

Routine proposals related to requests regarding the formalities of corporate meetings .

 

   

Proposals related to proxy issues associated solely with holdings of investment company shares. As with other types of companies, the Committee believes that a fund’s board of directors (rather than its shareholders) is best positioned to set fund policy and oversee management. However, the Committee opposes granting boards of directors authority over certain matters, such as changes to a fund’s investment objective, which the Investment Company Act envisions will be approved directly by shareholders.

 

   

Proposals related to limiting corporate conduct in some manner that relates to the shareholder’s environmental or social concerns. The Committee generally believes that annual shareholder meetings are inappropriate forums for discussion of larger social issues, and opposes shareholder resolutions “micromanaging” corporate conduct or requesting release of information that would not help a shareholder evaluate an investment in the corporation as an economic matter. While the Committee is generally supportive of proposals to require corporate disclosure of matters that seem relevant and material to the economic interests of shareholders, the Committee is generally not supportive of proposals to require disclosure of corporate matters for other purposes.

 

Information about how a Fund voted proxies relating to securities held in the Fund’s portfolio during the most recent 12 month period ended November 30 is available without charge (1) at www.blackrock.com and (2) on the Commission’s web site at http://www.sec.gov .

 

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BOSTON ADVISORS, LLC.

 

PROXY VOTING POLICIES AND PROCEDURES

 

I. INTRODUCTION

 

Under the investment management contracts between Boston Advisors, LLC. (“BA”) and most of our clients, the client retains exclusive voting authority over the securities in the client’s portfolio and we do not have any role in proxy voting. BA assumes responsibility for voting proxies when requested by a client and with respect to clients subject to the Employee Retirement Income Security Act of 1974 (“ERISA”).

 

II. STATEMENTS OF POLICIES AND PROCEDURES

 

  A. Policy Statement.     The Investment Advisers Act of 1940, as amended (the “Advisers Act”), requires us to, at all times, act solely in the best interest of our clients. We have adopted and implemented these Proxy Voting Policies and Procedures, which we believe, are reasonably designed to ensure that proxies are voted in the best interest of clients, in accordance with our fiduciary duties and Rule 206(4)-6 under the Advisers Act.

 

While retaining final authority to determine how each proxy is voted, BA has reviewed and determined to follow in most instances the proxy voting policies and recommendations (the “Guidelines”) of Egan-Jones Proxy Services, a proxy research and consulting firm (“Egan-Jones”). Egan-Jones will track each proxy that BA is authorized to vote on behalf of our clients and will make a recommendation to management of BA as how it would vote such proxy in accordance with the Guidelines. Unless otherwise directed by BA, Egan-Jones will instruct Proxy-Edge, a proxy voting firm (“Proxy-Edge”) to vote on such matters on our behalf in accordance with its recommendations. BA will monitor the recommendations from Egan-Jones and may override specific recommendations or may modify the Guidelines in the future.

 

We have established these Proxy Voting Policies and Procedures in a manner that is generally intended to result in us voting proxies with a view to enhance the value of the securities held in a client’s account. The financial interest of our clients is the primary consideration in determining how proxies should be voted. In the case of social and political responsibility that we believe do not primarily involve financial considerations, we shall abstain from voting or vote against such proposals since it is not possible to represent the diverse views of our clients in a fair and impartial manner. However, all proxy votes are ultimately cast on a case-by-case basis, taking into account the foregoing principal and all other relevant facts and circumstances at the time of the vote.

 

  B. Conflicts of Interest.     If there is determined to be a material conflict between the interests of our clients on the one hand and our interests (including those of our affiliates, directors, officers, employees and other similar persons) on the other hand (a “ potential conflict ”) the matter shall be considered by management.

 

Proxy proposals that are “routine,” such as uncontested elections of directors, meeting formalities, and approval of an annual report/financial statements are presumed not to involve a material conflict of interest. Non-routine proxy proposals are presumed to involve a material conflict of interest, unless BA determines that neither BA nor its personnel have such a conflict of interest. Non-routine proposals would typically include any contested matter, including a contested election of directors, a merger or sale of substantial assets, a change in the articles of incorporation that materially affects the rights of shareholders, and compensation matters for management (e.g., stock option plans and retirement plans).

 

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If BA management determines that BA has a material conflict of interest then we shall vote the proxy according to the recommendation of Egan-Jones or, if applicable, the client’s proxy voting policies. BA management also reserves the right to vote a proxy using the following methods:

 

   

We may obtain instructions from the client on how to vote the proxy.

 

   

If we are able to disclose the conflict to the client, we may do so and obtain the client’s consent as to how we will vote on the proposal (or otherwise obtain instructions from the client on how the proxy should be voted).

 

We use commercially reasonable efforts to determine whether a potential conflict may exist, and a potential conflict shall be deemed to exist if and only if one or more of our senior investment staff actually knew or reasonably should have known of the potential conflict.

 

  C. Limitations on Our Responsibilities

 

  1. Limited Value. We may abstain from voting a client proxy if we conclude that the effect on client’s economic interests or the value of the portfolio holding is indeterminable or insignificant.

 

  2. Unjustifiable Costs. We may abstain from voting a client proxy for cost reasons (e.g., costs associated with voting proxies of non-U.S. securities). In accordance with our fiduciary duties, we weigh the costs and benefits of voting proxy proposals relating to foreign securities and make an informed decision with respect to whether voting a given proxy proposal is prudent. Our decision takes into account the effect that the vote of our clients, either by itself or together with other votes, is expected to have on the value of our client’s investment and whether this expected effect would outweigh the cost of voting.

 

  3. Special Client Considerations.

 

  a. Mutual Funds .    We vote proxies of our mutual fund clients subject to the funds’ applicable investment restrictions.

 

  b. ERISA Accounts .    With respect our ERISA clients, we vote proxies in accordance with our duty of loyalty and prudence, compliance with the plan documents, as well as our duty to avoid prohibited transactions.

 

  4. Client Direction. If a client has a proxy-voting policy and instructs us to follow it, we will comply with that policy upon receipt except when doing so would be contrary to the client’s economic interests or otherwise imprudent or unlawful. As a fiduciary to ERISA clients, we are required to discharge our duties in accordance with the documents governing the plan (insofar as they are consistent with ERISA), including statements of proxy voting policy. We will, on a best efforts basis, comply with each client’s proxy voting policy. If client policies conflict, we may vote proxies to reflect each policy in proportion to the respective client’s interest in any pooled account (unless voting in such a manner would be imprudent or otherwise inconsistent with applicable law).

 

  D. Disclosure.     A client for which we are responsible for voting proxies may obtain information from us, via Egan-Jones and Proxy Edge records, regarding how we voted the client’s proxies. Clients should contact their account manager to make such a request.

 

  E. Review and Changes.     We shall from time to time review these Proxy Voting Policies and Procedures and may adopt changes based upon our experience, evolving industry practices and developments in applicable laws and regulations. Unless otherwise agreed to with a client, we may change these Proxy Voting Policies and Procedures from time to time without notice to, or approval by, any client. Clients may request a current version of our Proxy Voting Policies and Procedures from their account manager.

 

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  F. Delegation.     We may delegate our responsibilities under these Proxy Voting Policies and Procedures to a third party, provided that we retain final authority and fiduciary responsibility for proxy voting. If we so delegate our responsibilities, we shall monitor the delegate’s compliance with these Proxy Voting Policies and Procedures.

 

  G. Maintenance of Records.     We maintain at our principal place of business the records required to be maintained by us with respect to proxies in accordance with the requirements of the Advisers Act and, with respect to our fund clients, the Investment Company Act of 1940. We may, but need not, maintain proxy statements that we receive regarding client securities to the extent that such proxy statements are available on the SEC’s EDGAR system. We may also rely upon a third party, such as Egan-Jones or Proxy Edge to maintain certain records required to be maintained by the Advisers Act.

 

III. EGAN-JONES PROXY VOTING PRINCIPLES AND GUIDELINES

 

Attached as Appendix A is the Proxy Voting Principles and Guidelines of Egan-Jones Proxy Services.

 

Appendix A

 

EGAN-JONES PROXY SERVICES

PROXY VOTING

PRINCIPLES AND GUIDELINES

 

Egan-Jones Proxy Voting Principles

 

Introduction

 

Our Proxy Voting Principles serve as the background for our Proxy Voting Guidelines, which, in turn, act as general guidelines for the specific recommendations that we make with respect to proxy voting. It is important to recognize that such principles are not intended to dictate but guide. Certain of the principles may be inappropriate for a given company, or in a given situation. Additionally, the principles are evolving and should be viewed in that light. Our principles are and will be influenced by current and forthcoming legislation, rules and regulations, and stock exchange rules. Examples include:

 

   

the Sarbanes-Oxley Act of 2002 and implementing rules promulgated by the U.S. Securities & Exchange Commission

 

   

revised corporate governance listing standards of the New York Stock Exchange and resulting SEC rules

 

   

corporate governance reforms and subsequent proposed rule filings made with the SEC by The NASDAQ Stock Market, Inc. and resulting SEC rules

 

In general:

 

   

Directors should be accountable to shareholders, and management should be accountable to directors.

 

   

Information on the Company supplied to shareholders should be transparent.

 

   

Shareholders should be treated fairly and equitably according to the principle of one share, one vote.

 

Principles

 

A.    Director independence

 

It is our view that:

 

   

A two-thirds majority of the Board should be comprised of independent directors.

 

   

Independent directors should meet alone at regularly scheduled meetings, no less frequently than semi-annually, without the Chief Executive Officer or other non-independent directors present.

 

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When the Chairman of the Board also serves as the company’s Chief Executive Officer, the Board should designate one independent director to act as a leader to coordinate the activities of the other independent directors.

 

   

Committees of the Board dealing with the following responsibilities should consist only of independent directors: audit, compensation, nomination of directors, corporate governance, and compliance.

 

   

No director should serve as a consultant or service provider to the Company.

 

   

Director compensation should be a combination of cash and stock in the company, with stock constituting a significant component.

 

In our opinion, an independent director, by definition, has no material relationship with the Company other than his or her directorship. This avoids the potential for conflict of interest. Specifically such director:

 

   

should not have been employed by the Company or an affiliate within the previous five years;

 

   

should not be, and should not be affiliated with, a company that is an adviser or consultant to the Company or affiliate, or to a member of the Company’s senior management;

 

   

should not be affiliated with a significant customer or supplier of the Company or affiliate;

 

   

should have no personal services contract with the Company or affiliate, or a member of senior management;

 

   

should not be affiliated with a not-for-profit organization that receives significant contributions from the Company or affiliate;

 

   

within the previous five years, should not have had any business relationship with the Company or affiliate which required disclosure in the Company’s Form 10-K;

 

   

should not be employed by a public company at which an executive officer of the Company serves as a director;

 

   

should not be a member of the immediate family of any person described above.

 

B.    Board operating procedures

 

   

The Board should adopt a written statement of its governance principles, and regularly re-evaluate them.

 

   

Independent directors should establish performance criteria and compensation incentives for the Chief Executive Officer, and regularly review his or her performance against such criteria. Such criteria should align the interests of the CEO with those of shareholders, and evaluate the CEO against peer groups.

 

   

The independent directors should be provided access to professional advisers of their own choice, independent of management.

 

   

The Board should have a CEO succession plan, and receive periodic reports from management on the development of other members of senior management.

 

   

Directors should have access to senior management through a designated liaison person.

 

 

 

The Board should periodically review its own size, and determine the appropriate size.

 

C.    Requirements for individual directors

 

We recommend that:

 

   

The Board should provide guidelines for directors serving on several Boards addressing competing commitments.

 

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The Board should establish performance criteria for itself and for individual directors regarding director attendance, preparedness, and participation at meetings of the Board and of committees of the Board, and directors should perform satisfactorily in accordance with such criteria in order to be re-nominated.

 

D.    Shareholder rights

 

   

A simple majority of shareholders should be able to amend the company’s bylaws, call special meetings, or act by written consent.

 

   

In the election of directors, there should be multiple nominees for each seat on the Board.

 

   

“Greenmail” should be prohibited.

 

   

Shareholder approval should be required to enact or amend a “poison pill” (i.e., “shareholder rights”) plan.

 

   

Directors should be elected annually.

 

   

The Board should ordinarily implement a shareholder proposal that is approved by a majority of proxy votes.

 

   

Shareholders should have effective access to the director nomination process.

 

Egan-Jones Proxy Voting Guidelines

 

Consistent with the above-listed principles, the proxy voting guidelines outlined below are written to guide the specific recommendations that we make to our clients. Ordinarily, we do not recommend that clients ABSTAIN on votes; rather, we recommend that they vote FOR or AGAINST proposals (or, in the case of election of directors, that they vote FOR ALL nominees, AGAINST the nominees, or that they WITHHOLD votes for certain nominees). In the latter instance, the recommendation on our report takes the form ALL, EXCEPT FOR and lists the nominees from whom votes should be withheld.

 

Whether or not the guideline below indicates “case-by-case basis,” every case is examined to ensure that the recommendation is appropriate.

 

Board of Directors

 

Election of Directors in Uncontested Elections

 

Case-by-case basis, examining composition of board and key board committees, attendance history, corporate governance provisions and takeover activity, long-term company financial performance relative to a market index, directors’ investment in the company, etc.

 

WITHHOLD votes for nominees who:

 

are affiliated outside directors and sit on the Audit, Compensation, or Nominating committees

 

are inside directors and sit on the Audit, Compensation, or Nominating committees

 

are inside directors and the company does not have Audit, Compensation, or Nominating committees

 

attend less than 75 percent of the board and committee meetings. Participation by phone is acceptable.

 

ignore a shareholder proposal that is approved by a majority of the shares outstanding

 

ignore a shareholder proposal that is approved by a majority of the votes cast for two consecutive years

 

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fail to act on takeover offers where the majority of the shareholders have tendered their shares

 

implement or renew a “dead-hand” or modified “dead-hand” poison pill

 

sit on more than four boards

 

Separating Chairman and CEO

 

Case-by-case basis on shareholder proposals requiring that positions of chairman and CEO be held separately.

 

Independent Directors

 

FOR shareholder proposals asking that a two-thirds majority of directors be independent.

 

FOR shareholder proposals asking that board’s Audit, Compensation, and/or Nominating committees be composed exclusively of independent directors.

 

Case-by-case basis on proposals asking that the Chairman be independent.

 

Stock Ownership Requirements

 

AGAINST shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director or to remain on the board.

 

Term Limits

 

AGAINST shareholder proposals to limit tenure of outside directors.

 

Age Limits

 

AGAINST shareholder proposals to impose a mandatory retirement age for outside directors.

 

Director and Officer Indemnification and Liability

 

Case-by-case basis on director and officer indemnification and liability, using Delaware law as the standard.

 

AGAINST proposals to eliminate entirely directors and officers liability for monetary damages for violating the duty of care.

 

AGAINST indemnification proposals that would expand coverage beyond legal expenses to acts, such as negligence, that are more serious violations of fiduciary obligation than mere carelessness.

 

FOR only those proposals providing such expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful if (1) the director was found to have acted in good faith and in a manner that he or she reasonably believed was in the best interests of the company, and (2) only if the director’s legal expenses would be covered.

 

Charitable Contributions

 

AGAINST proposals regarding charitable contributions.

 

Proxy Contests (Contested Elections)

 

Election of Directors in Contested Elections

 

Case-by-case basis for voting for directors in contested elections, considering long-term financial performance of the target company relative to its industry, management’s track record, background to

 

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the proxy contest, qualifications of director nominees on both slates, evaluation of what each side is offering shareholders as well as likelihood that proposed objectives and goals will be met, and stock ownership positions.

 

Reimburse Proxy Solicitation Expenses

 

Case-by-case basis for reimbursement of proxy solicitation expenses. FOR reimbursing proxy solicitation expenses where EGAN-JONES recommends in favor of the dissidents.

 

Auditors

 

Ratifying Auditors

 

FOR proposals to ratify auditors, unless:

 

Non-audit fees exceed 50% of total fees.

 

Auditor has a financial interest in or association with the company, and is therefore not independent; or there is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position.

 

Proxy Contest Defenses

 

Classified Board vs. Annual Election

 

AGAINST proposals to classify the board.

 

FOR proposals to repeal (“de-stagger”) classified boards and to elect all directors annually.

 

Removal of Directors

 

AGAINST proposals that provide that directors may be removed only for cause.

 

FOR proposals to restore shareholder ab ility to remove directors with or without cause.

 

AGAINST proposals that provide that only continuing directors may elect replacements to fill board vacancies.

 

FOR proposals that permit shareholders to elect directors to fill board vacancies.

 

Cumulative Voting

 

FOR proposals to eliminate cumulative voting.

 

Calling Special Meetings

 

AGAINST proposals to restrict or prohibit shareholder ability to call special meetings.

 

FOR proposals that remove restrictions on the right of shareholders to act independently of management.

 

Acting by Written Consent

 

AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent.

 

FOR proposals to allow or make easier shareholder action by written consent.

 

Altering Size of the Board

 

FOR proposals to fix the size of the board.

 

AGAINST proposals that give management the ability to alter size of the board without shareholder approval.

 

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Tender Offer Defenses

 

“Poison Pills”

 

FOR shareholder proposals that ask the company to submit its “poison pill” for shareholder ratification.

 

Case-by-case basis for shareholder proposals to redeem a company’s existing “poison pill.”

 

Case-by-case basis for management proposals to ratify a “poison pill.”

 

Fair Price Provisions

 

Case-by-case basis for adopting fair price provisions, considering vote required to approve the proposed acquisition, vote required to repeal the fair price provision, and mechanism for determining the fair price.

 

AGAINST fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.

 

“Greenmail”

 

FOR proposals to adopt anti-”greenmail” charter or bylaw amendments or otherwise restrict the company’s ability to make “greenmail” payments.

 

Case-by-case basis for anti-”greenmail” proposals which are bundled with other charter or bylaw amendments.

 

“Pale Greenmail”

 

Case-by-case basis for restructuring plans that involve the payment of pale greenmail.

 

Unequal Voting Rights

 

AGAINST dual-class exchange offers and dual-class recapitalizations.

 

Supermajority Requirement to Amend Charter or Bylaws

 

AGAINST management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments.

 

FOR shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.

 

Supermajority Requirement to Approve Mergers

 

AGAINST management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations.

 

FOR shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations.

 

Placement of Equity with “White Squire”

 

FOR shareholder proposals to require approval of “blank check preferred stock” issues for other than general corporate purposes.

 

Other Governance Proposals

 

Confidential Voting

 

FOR shareholder proposals that request that the company adopt confidential voting, use independent tabulators, and use independent inspectors of election as long as the proposals include clauses for proxy

 

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contests as follows: In the case of a contested election, management should be permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents do not agree, the confidential voting policy is waived.

 

FOR management proposals to adopt confidential voting.

 

Equal Access

 

FOR shareholder proposals that would allow significant company shareholders equal access to management’s proxy material in order to evaluate and propose voting recommendations on proxy proposals and director nominees, and in order to nominate their own candidates to the board.

 

Bundled Proposals

 

Case-by-case basis for bundled or “conditioned” proxy proposals. Where items are conditioned upon each other, examine benefits and costs. AGAINST in instances when the joint effect of the conditioned items is not in shareholders’ best interests. FOR if the combined effect is positive.

 

Shareholder Advisory Committees

 

Case-by-case basis for establishing a shareholder advisory committee.

 

Capital Structure

 

Common Stock Authorization

 

Case-by case basis for increasing the number of shares of common stock authorized for issuance.

 

AGAINST increasing the number of authorized shares of the class of stock that has superior voting rights in companies that have dual-class capitalization structures.

 

Stock Distributions: Splits and Dividends

 

FOR management proposals to increase common share authorization for a stock split, provided that the increase in authorized shares would not result in an excessive number of shares available for issuance, considering the industry and company’s returns to shareholders.

 

Reverse Stock Splits

 

FOR management proposals to implement a reverse stock split when the number of shares will be proportionately reduced to avoid delisting.

 

Case-by-case basis on proposals to implement a reverse stock split that do not proportionately reduce the number of shares authorized for issuance.

 

Preferred Stock

 

AGAINST proposals authorizing creation of new classes of “blank check preferred stock” (i.e., classes with unspecified voting, conversion, dividend distribution, and other rights.

 

FOR proposals to create “blank check preferred stock” in cases when the company specifically states that the stock will not be used as a takeover defense.

 

FOR proposals to authorize preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms are reasonable.

 

Case-by-case basis on proposals to increase the number of “blank check preferred shares” after analyzing the number of preferred shares available for issuance considering the industry and company’s returns to shareholders.

 

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“Blank Check Preferred Stock”

 

FOR shareholder proposals to have placements of “blank check preferred stock” submitted for shareholder approval, except when those shares are issued for the purpose of raising capital or making acquisitions in the normal course.

 

Adjustments to Par Value of Common Stock

 

FOR management proposals to reduce the par value of common stock.

 

Preemptive Rights

 

Case-by-case basis on shareholder proposals that seek preemptive rights, considering size of the company and shareholder characteristics.

 

Debt Restructurings

 

Case-by-case basis on proposals to increase number of common and/or preferred shares and to issue shares as part of a debt restructuring plan, considering dilution, any resulting change in control.

 

FOR proposals that facilitate debt restructurings except where signs of self-dealing exist.

 

Share Repurchase Programs

 

FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

 

Tracking Stock

 

Case-by-case basis for creation of tracking stock, considering the strategic value of the transaction vs. adverse governance changes, excessive increases in authorized stock, inequitable distribution method, diminution of voting rights, adverse conversion features, negative impact on stock option plans, and other alternatives, such as spin-offs.

 

Compensation of Officers and Directors

 

Case-by-case basis for director and officer compensation plans.

 

Management Proposals Seeking Approval to Re-price Options

 

Case-by-case basis on management proposals seeking approval to re-price options.

 

Director Compensation

 

Case-by-case basis on stock-based plans for directors.

 

Employee Stock Purchase Plans

 

Case-by-case basis on employee stock purchase plans.

 

Amendments that Place a Maximum limit on Annual Grants or Amend

 

Administrative Features

 

FOR plans that amend shareholder-approved plans to include administrative features or place maximum limit on annual grants that any participant may receive to comply with the provisions of Section 162(m) of the Omnibus Budget Reconciliation Act (OBRA).

 

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Amendments to Added Performance-Based Goals

 

FOR amendments to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) of OBRA.

 

Amendments to Increase Shares and Retain Tax Deductions

 

Under OBRA

 

Case-by-case basis on amendments to existing plans to increase shares reserved and to qualify the plan for favorable tax treatment under the provisions of Section 162(m).

 

Approval of Cash or Cash & Stock Bonus Plans

 

FOR cash or cash & stock bonus plans to exempt compensation from taxes under the provisions of Section 162(m) of OBRA.

 

Limits on Director and Officer Compensation

 

FOR shareholder proposals requiring additional disclosure of officer and director compensation.

 

Case-by-case basis for all other shareholder proposals seeking limits on officer and director compensation.

 

“Golden Parachutes” and “Tin Parachutes”

 

FOR shareholder proposals to have “golden and tin parachutes” submitted for shareholder ratification.

 

Case-by-case basis on proposals to ratify or cancel “golden or tin parachutes.”

 

Employee Stock Ownership Plans (ESOPs)

 

FOR proposals that request shareholder approval in order to implement an ESOP or to increase authorized number of shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is “excessive” (i.e., greater than five percent of outstanding shares).

 

401(k) Employee Benefit Plans

 

FOR proposals to implement a 401(k) savings plan for employees.

 

State of Incorporation

 

State Takeover Statutes

 

Case-by-case basis on proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freeze-out provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-“greenmail” provisions, and disgorgement provisions).

 

Reincorporation Proposals

 

Case-by-case basis on proposals to change the company’s state of incorporation.

 

Business Combinations and Corporate Restructurings

 

Mergers and Acquisitions

 

Case-by-case basis on mergers and acquisitions, considering projected financial and operating benefits, offer price, prospects of the combined companies, negotiation process, and changes in corporate governance.

 

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Corporate Restructuring

 

Case-by-case basis on corporate restructurings, including minority squeeze-outs, leveraged buyouts, spin-offs, liquidations, and asset sales.

 

Spin-offs

 

Case-by-case basis on spin-offs, considering tax and regulatory advantages, planned use of proceeds, market focus, and managerial incentives.

 

Asset Sales

 

Case-by-case basis on asset sales, considering impact on the balance sheet and working capital, and value received.

 

Liquidations

 

Case-by-case basis on liquidations considering management’s efforts to pursue alternatives, appraisal value, and compensation for executives managing the liquidation.

 

Appraisal Rights

 

FOR providing shareholders with appraisal rights.

 

Mutual Fund Proxies

 

Election of Directors

 

Case-by-case basis for election of directors, considering board structure, director independence, director qualifications, compensation of directors within the fund and the family of funds, and attendance at board and committee meetings.

 

WITHHOLD votes for directors who:

 

are interested directors and sit on key board committees (Audit, Nominating or Compensation committees)

 

are interested directors and the company does not have one or more of the following committees: Audit, Nominating or Compensation.

 

attend less than 75 percent of the board and committee meetings. Participation by phone is acceptable.

 

ignore a shareholder proposal that is approved by a majority of shares outstanding

 

ignore a shareholder proposal that is approved by a majority of the votes cast for two consecutive years

 

sit on more than 10 fund boards

 

serve as Chairman but are not independent (e.g. serve as an officer of the fund’s advisor)

 

Converting Closed-end Fund to Open-end Fund

 

Case-by-case basis for conversion of closed-end fund to open-end fund, considering past performance as a closed-end fund, market in which the fund invests, measures taken by the board to address the market discount, and past shareholder activism, board activity, and votes on related proposals.

 

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Proxy Contests

 

Case-by-case basis on proxy contests, considering past performance, market in which fund invests, and measures taken by the board to address issues raised, past shareholder activism, board activity, and votes on related proposals.

 

Investment Advisory Agreements

 

Case-by-case basis on investment advisory agreements, considering proposed and current fee schedules, fund category and investment objective, performance benchmarks, share price performance relative to that of peers; and magnitude of any fee increase.

 

New Classes or Series of Shares

 

FOR creating new classes or series of shares.

 

Preferred Stock Authorization

 

Case-by-case basis for authorization for or increase in preferred shares, considering financing purpose and potential dilution for common shares.

 

1940 Act Policies

 

Case-by-case basis for 1940 Act policies, considering potential competitiveness, regulatory developments, current and potential returns, and current and potential risk.

 

Changing a Fundamental Restriction to a Non-fundamental Restriction

 

Case-by-case basis on changing fundamental restriction to non-fundamental restriction, considering fund’s target investments, reasons for change, and projected impact on portfolio.

 

Changing Fundamental Investment Objective to Non-fundamental

 

AGAINST proposals to change the fund’s fundamental investment objective to non-fundamental.

 

Name Rule Proposals

 

Case-by-case basis for name rule proposals, considering the following factors: political/economic changes in target market; bundling with quorum requirements or with changes in asset allocation, and consolidation in the fund’s target market.

 

Disposition of Assets, Termination, Liquidation

 

Case-by-case basis for disposition of assets, termination or liquidation, considering strategies employed, company’s past performance, and terms of liquidation.

 

Charter Modification

 

Case-by-case basis for changes to the charter, considering degree of change, efficiencies that could result, state of incorporation, and regulatory standards and implications.

 

Change of Domicile

 

Case-by-case basis for changes in state of domicile, considering state regulations of each state, required fundamental policies of each state; and the increased flexibility available.

 

Change in Sub-classification

 

Case-by-case basis for change in sub-classification, considering potential competitiveness, current and potential returns, risk of concentration, and industry consolidation in the target industry.

 

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Authorizing Board to Hire and Terminate Sub-advisors without

 

Shareholder Approval

 

AGAINST authorizing the board to hire and terminate sub-advisors without shareholder approval

 

Distribution Agreements

 

Case-by-case basis for approving distribution agreements, considering fees charged to comparably sized funds with similar objectives, proposed distributor’s reputation and past performance, and competitiveness of fund in industry.

 

Master-Feeder Structure

 

FOR establishment of a master-feeder structure.

 

Changes to Charter

 

Case-by-case basis for changes to the charter, considering degree of change implied by the proposal, resulting efficiencies, state of incorporation, and regulatory standards and implications.

 

Mergers

 

Case-by-case basis for proposed merger, considering resulting fee structure, performance of each fund, and continuity of management.

 

Shareholder Proposals

 

Independent Directors

 

FOR shareholder proposals asking that a three-quarters majority of directors be independent.

 

FOR shareholder proposals asking that board’s Audit, Compensation, and/or Nominating committees be composed exclusively of independent directors.

 

For proposals asking that the Chairman be independent.

 

Establish Director Ownership Requirement

 

AGAINST establishing a director ownership requirement.

 

Reimbursement of Shareholder for Expenses Incurred

 

Case-by-case basis for reimbursing proxy solicitation expenses.

 

FOR reimbursing proxy solicitation expenses in cases where EGAN-JONES recommends in favor of the dissidents.

 

Terminate the Investment Advisor

 

Case-by-case basis for terminating the investment advisor, considering fund’s performance and history of shareholder relations.

 

Social Issues

 

Energy and Environment

 

AGAINST on proposals that request companies to follow the CERES Principles.

 

FOR reports that seek additional information, particularly when it appears company has not adequately addressed shareholders’ environmental concerns.

 

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South Africa

 

AGAINST on proposals related to South Africa.

 

FOR reports that seek additional information such as the amount of business that could be lost by conducting business in South Africa.

 

Northern Ireland

 

AGAINST on proposals related to the MacBride Principles.

 

FOR reports that seek additional information about progress being made toward eliminating employment discrimination, particularly when it appears company has not adequately addressed shareholder concerns.

 

Military Business

 

AGAINST on defense issue proposals.

 

FOR reports that seek additional information on military related operations, particularly when company has been unresponsive to shareholder requests.

 

Maquiladora Standards and International Operations Policies

 

AGAINST on proposals relating to the Maquiladora Standards and international operating policies.

 

FOR reports on international operating policy issues, particularly when it appears company has not adequately addressed shareholder concerns.

 

World Debt Crisis

 

AGAINST on proposals dealing with Third World debt.

 

FOR reports on Third World debt issues, particularly when it appears company has not adequately addressed shareholder concerns.

 

Equal Employment Opportunity and Discrimination

 

AGAINST on proposals regarding equal employment opportunities and discrimination.

 

FOR reports that seek additional information about affirmative action efforts, particularly when it appears company has been unresponsive to shareholder requests.

 

Animal Rights

 

AGAINST on proposals that deal with animal rights.

 

Product Integrity and Marketing

 

AGAINST on ceasing production of socially questionable products.

 

FOR reports that seek additional information regarding product integrity and marketing issues, particularly when it appears companies have been unresponsive to shareholder requests.

 

Human Resources Issues

 

AGAINST on proposals regarding human resources issues.

 

FOR reports that seek additional information regarding human resources issues, particularly when it appears companies have been unresponsive to shareholder requests.

 

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GLOBAL PROXY VOTING GUIDELINES

 

FOR

 

CALVERT FAMILY OF FUNDS

 

I. INTRODUCTION

 

Calvert believes that healthy corporations are characterized by sound corporate governance and overall corporate social responsibility. The well-governed company meets high standards of corporate ethics and operates in the best interests of shareowners. The socially responsible company meets high standards of corporate ethics and operates in the best interests of other stakeholders (employees, customers, communities and the environment). In our view, companies that combine good governance and corporate social responsibility are better positioned for long-term success.

 

These Proxy Voting Guidelines (“the Guidelines”) reflect Calvert’s view that our fiduciary obligations to our shareholders include an obligation to vote their proxies in a manner consistent with (1) good corporate governance, and (2) corporate social responsibility. The attributes of well-governed, socially responsible companies that these proxy-voting guidelines seek to promote are:

 

   

Long-Term Value.     Responsible, healthy companies are those that focus on long-term value creation that aligns the interests of management with those of shareowners and other stakeholders. Good governance is likely to be compromised when a company becomes myopic, focusing on current earnings expectations and other short-term goals rather than the fundamental soundness of the enterprise over the longer term. A focus on long-term value creation also increases the relevance of companies’ environmental management, treatment of workers and communities, and other social variables. Just as a short-term focus on earnings performance can compromise long-term shareowner interests, so can poor treatment of workers, communities, the environment or other stakeholders create short-term gain while increasing risks and compromising performance over the longer term. Calvert’s proxy voting guidelines support governance structures and policies that keep the focus of company management on long-term corporate health and sustainable financial, social and environmental performance.

 

   

Accountability.     Corporate management must be accountable to many interests, including investors, stakeholders, and regulators. Management of a company must be accountable to the board of directors; the board must be accountable to the company’s shareowners; and the board and management together must be accountable to the stakeholders. Some governance structures by their very nature weaken accountability, including corporations that are too insulated from possible takeovers. Certain other governance structures are well suited to manage this accountability: independent boards that represent a wide variety of interests and perspectives; full disclosure of company performance on financial, environmental, and social metrics; charters, bylaws, and procedures that allow shareholders to express their wishes and concerns; and compensation structures that work to align the interests and time-frames of management and owners. Calvert’s proxy voting guidelines support structures that create and reinforce accountability, and oppose those that do not.

 

   

Sustainability.     Well-governed companies are those whose operations are financially, socially and environmentally sustainable. Sustainability requires fair treatment of shareholders and other

 

stakeholders in order to position the company for continued viability and growth over time. Effective corporate governance, like national governance, cannot indefinitely ignore or exploit certain groups or interests to the benefit of others without incurring mounting risks for the corporation. For example, companies that provide excessive compensation to executives at the expense of other employees and shareowners are creating risks that may be expressed in rising employee turnover or activist campaigns targeting corporate practices. Companies that fail to account for potential liabilities associated with climate change may be creating risks that will be

 

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expressed in costly government regulation or uninsured catastrophic losses. Calvert’s proxy voting guidelines aim to support sustainable governance that attends fairly to the interests of shareowners, workers, communities and the environment.

 

As a long-term equity investor, Calvert strives to encourage corporate responsibility, which includes respectful treatment of workers, suppliers, customers and communities, environmental stewardship, product integrity and high standards of corporate ethics as well as more traditional measures of sound corporate governance. Companies that combine good governance and social responsibility strive to avoid unnecessary financial risk while serving the interests of both shareowners and stakeholders. In our view, Good Governance + Social Responsibility = Corporate Responsibility.

 

On behalf of our shareholders, Calvert Funds generally vote our proxies in accordance with the positions set forth in these Proxy Voting Guidelines (“the Guidelines”). The Guidelines are not meant to be exhaustive, nor can they anticipate every potential voting issue on which the Funds may be asked to cast their proxies. There also may be instances when the Advisor, Calvert Asset Management Company, votes the Funds’ shares in a manner that does not strictly adhere to or is inconsistent with these Guidelines if doing so is in the best interests of the Funds’ shareholders. Also, to the extent that the Guidelines do not address potential voting issues, the Funds delegate to the appropriate advisor the authority to act on its behalf to promote the applicable Funds’ investment objectives and social goals. To the extent the Funds vote proxies in a manner not strictly in accordance with these Guidelines, and such votes present a potential conflict of interest, the Funds will proceed in accordance with Section III below.

 

   

When support for or opposition to a proxy proposal as described below is qualified with the term, “ordinarily,” this means that the Fund advisor generally foresees voting all shares as described except in special circumstances where the advisor determines that a contrary vote may be in the best interests of Fund shareholders.

 

   

When support for or opposition to a proxy proposal is qualified by the expression, “on a case by case basis,” this means that the Fund advisor cannot determine in advance whether such proposals are generally in the best interests of Fund shareholders and will reserve judgment until such time as the specific proposal is reviewed and evaluated.

 

   

When we use the term, “shareholder,” we are referring to Calvert’s mutual fund shareholders whose proxy votes we cast in accordance with these Guidelines. When we use the term, “shareowner,” we are referring to the equity owners of stock in publicly traded corporations.

 

Calvert appreciates that issues brought to shareholders may change over time, as both investors’ concerns and rules governing inclusion of specific items in corporate proxies change. Corporate governance laws and best practices codes are continuously evolving, worldwide. We have constructed these Global Proxy Voting Guidelines to be both general enough and sufficiently flexible to adapt to such changes. Internationally, corporate governance codes have more in common with each other than do the laws and cultures of the countries in which the companies are domiciled. In light of these different regulatory contexts the Fund advisor will assess both best practices in the country in question and consistency with the Fund's guidelines prior to voting proxies. To that end, we have not attempted to address every specific issue that may arise on a proxy ballot.

 

Calvert’s proxy voting record is available on the Funds’ web site, www.calvert.com , and is also available on the Securities and Exchange Commission’s website at www.sec.gov .

 

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II. CORPORATE GOVERNANCE

 

A. Board and Governance Issues

 

Board of Directors

 

The board of directors (“the board”) is responsible for the overall governance of the corporation, including representing the interests of shareowners and overseeing the company’s relationships with other stakeholders. While company boards in most countries do not have a statutory responsibility to protect stakeholders, the duties of care and loyalty encompass the brand, financial, and reputational risks that can result from inadequate attention to stakeholder interests. Thus, in our view, a board’s fiduciary duties encompass stakeholder relations as well as protecting shareowner interests.

 

One of the most fundamental sources of good governance is independence. Directors who have financial or other affiliations with companies on whose boards they serve may face conflicts of interest between their own interests and those of the corporation’s shareowners and other stakeholders. In our view, the board should be composed of a majority of independent directors and key committees, including the audit, compensation, and nominating and/or governance committees, should be composed exclusively of independent directors.

 

Independent directors are those who do not have a material financial or personal relationship with the company or any of its managers that could compromise the director’s objectivity and fiduciary responsibility to shareowners. In general, this means that an independent director should have no affiliation with the company other than a seat on the board and (in some cases) ownership of sufficient company stock to give the director a stake in the company’s financial performance, but not so great as to constitute a controlling or significant interest.

 

A significant difference between governance structures among different countries involves board structure. There are some countries — for example, France, Germany, and Austria — that use a two-tiered board structure. Companies in these countries have supervisory boards and management boards. Supervisory boards are made up of non-executives and management boards are comprised of executives.

 

Because the board’s ability to represent shareowners independently of management can be compromised when the Chair is also a member of management, it can sometimes be beneficial for the Chair of the board to be an independent director.

 

Another critical component of good governance is diversity. Well-governed companies benefit from a wide diversity of perspective and background on their boards. To bring such diversity to the board, directors should be chosen to reflect diversity of experience, perspective, expertise, gender, race, culture and geography. Calvert’s goal in addressing board diversity is to assure that boards of directors fairly represent the concerns of both shareholders and stakeholders. Stakeholders include employees, communities, vendors, and customers, and as such, include people of color and racial minorities who have historically faced discrimination or denial of opportunities solely on account of their race. Even well governed corporations may risk perpetuating this historic injustice if boards of directors are not inclusive and diverse.

 

Companies that are private may take some time to achieve an adequate balance of diversity and independence on their boards. For private companies, the fund advisor will vote on a case-by-case basis on board independence and board diversity matters.

 

Each director should also be willing and able to devote sufficient time and effort to the duties of a director. Ordinarily, this means that directors should not sit on more than two other boards of publicly traded companies, unless personal circumstances allow sufficient time to devote to corporate governance on several boards. Directors who routinely fail to attend board meetings, regardless of the number of boards on which they serve, are not devoting sufficient attention to good corporate governance.

 

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The board should periodically evaluate its performance, the performance of its various committees, and the performance of individual board members in governing the corporation.

 

   

The Fund advisor will oppose slates of directors without at least a majority of independent directors.

 

   

The Fund advisor will oppose slates of directors that result in a board that does not include both women and people of color and may oppose slates of directors that include women and people of color should the advisor conclude that the presence of women and people of color on the board constitutes mere token representation.

 

   

The Fund advisor will support proposals requesting that companies adopt policies or nominating committee charters to assure that diversity is a key attribute of every director search.

 

   

The Fund advisor will support proposals requesting that the majority of directors be independent and that the board audit, compensation and/or nominating committees be composed exclusively of independent directors.

 

   

The Fund advisor will examine on a case-by-case basis proposals seeking to separate the positions of Chair of the board and Chief Executive Officer as well as resolutions asking for the Chair to be an independent director.

 

   

The Fund advisor may oppose slates of directors in situations where the company failed to take action on shareowner proposals that passed in previous years.

 

   

The Fund advisor will ordinarily oppose director candidates who have not attended a sufficient number of meetings of the board or key committees on which they served to effectively discharge their duties as directors.

 

   

The Fund advisor will support proposals calling for a systematic and transparent board election and nominating regime.

 

Contested Election of Directors

 

Contested elections of directors frequently occur when a board candidate or slate runs for the purpose of seeking a significant change in corporate policy or control. Competing slates will be evaluated based upon the personal qualifications of the candidates, the economic impact of the policies that they advance, and their expressed and demonstrated commitment to the interests of all shareholders.

 

   

The Fund advisor will evaluate on case-by-case basis in contested election of directors.

 

Classified or Staggered Boards

 

On a classified (or staggered) board, directors are divided into separate classes with directors in each class elected to overlapping three-year terms. Companies argue that such boards offer continuity in strategic direction, which promotes long-term planning. However, in some instances these structures may deter legitimate efforts to elect new directors or takeover attempts that may benefit shareowners. A classified board structure may also tend to depress stock price if viewed as an anti-takeover measure.

 

   

The Fund advisor will ordinarily support proposals to elect all board members annually and to remove classified boards.

 

Increase Authorized Common Stock

 

Companies may choose to increase their authorization of common stock for a variety of reasons. In some instances, the intended purpose of the increased authorization may clearly benefit shareowners; in others, the benefits to shareowners are less clear. Given that increased authorization of common stock is dilutive, except where the authorization is being used to facilitate a stock split or stock dividend, proposed increases in authorized common stock must be examined carefully to determine whether the benefits of issuing additional stock outweigh the potential dilution.

 

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The Fund advisor will ordinarily support proposals authorizing the issuance of additional common stock necessary to facilitate a stock split.

 

   

The Fund advisor will examine and vote on a case-by case basis proposals authorizing the issuance of additional common stock. If the company already has a large amount of stock authorized but not issued, or reserved for its stock option plans, or where the request is to increase shares by more than 100 percent of the current authorization, the Fund advisor will ordinarily oppose the proposals (unless there is a convincing business plan for use of additional authorized common stock) due to concerns that the authorized but unissued shares will be used as a poison pill or other takeover defense.

 

Blank Check Preferred Stock

 

Blank check preferred stock is stock with a fixed dividend and a preferential claim on company assets relative to common shares. The terms of the stock (voting, dividend, and conversion rights) are set by the board at a future date without further shareowner action. While such an issue can in theory have legitimate corporate purposes, most often it has been used as an anti-takeover device.

 

   

The Fund advisor will ordinarily oppose the creation of blank check preferred stock. In addition, the Fund advisor will ordinarily oppose increases in authorization of preferred stock with unspecified terms and conditions of use that may be determined by the board at a future date, without approval of shareholders.

 

Supermajority Vote Requirements

 

Supermajority vote requirements in a company's charter or bylaws require a level of voting approval in excess of a simple majority. Generally, supermajority provisions require at least 2/3 affirmative votes for passage of issues.

 

   

The Fund advisor will ordinarily oppose supermajority vote requirements.

 

Restrictions on Shareowners Acting by Written Consent

 

Written consent allows shareowners to initiate and carry out a shareowner action without waiting until the annual meeting, or by calling a special meeting. It permits action to be taken by the written consent of the same percentage of outstanding shares that would be required to effect the proposed action at a shareowner meeting.

 

   

The Fund advisor will ordinarily oppose proposals to restrict, limit or eliminate the right of shareowners to act by written consent.

 

   

The Fund advisor will ordinarily support proposals to allow or facilitate shareowner action by written consent.

 

Restrictions on Shareowners Calling Meetings

 

It is common for company management to retain the right to call special meetings of shareowners at any time, but shareowners often do not have similar rights. In general, we support the right of a majority of shareowners to call special meetings, even in extraordinary circumstances, such as consideration of a takeover bid. Restrictions on the right of a majority of shareowners to call a meeting can also restrict the ability of shareowners to force company management to consider shareowner proposals or director candidates.

 

   

The Fund advisor will ordinarily oppose restrictions on the right of shareowners to call special meetings; as such restrictions limit the right of shareowners to participate in governance.

 

Limitations, Director Liability and Indemnification

 

Because of increased litigation brought against directors of corporations and the increased costs of director’s liability insurance, many states have passed laws limiting director liability for actions taken in

 

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good faith. It is argued that such indemnification is necessary for companies to be able to attract the most qualified individuals to their boards. In addition, many companies are seeking to add indemnification of directors to corporate bylaws.

 

   

The Fund advisor will ordinarily support proposals seeking to indemnify directors and limit director liability for acts excluding fraud or other wanton or willful misconduct or illegal acts, but will oppose proposals seeking to indemnify directors for all acts.

 

Reincorporation

 

Corporations are bound by the laws of the states in which they are incorporated. Companies reincorporate for a variety of reasons, including shifting incorporation to a state where the company has its most active operations or corporate headquarters. In other cases, reincorporation is done to take advantage of stronger state corporate takeover laws, or to reduce tax or regulatory burdens. In these instances, reincorporation may result in greater costs to stakeholders, or in loss of valuable shareowner rights.

 

   

The Fund advisor will ordinarily support proposals to reincorporate for valid business reasons (such as reincorporating in the same state as the corporate headquarters).

 

   

The Fund advisor will ordinarily oppose proposals to reincorporate outside the United States if the advisor determines that such reincorporation is no more than the establishment of a skeleton offshore headquarters or mailing address for purposes of tax avoidance, and the company does not have substantial business activities in the country in which it proposes to reincorporate.

 

Cumulative Voting

 

Cumulative voting allows shareowners to “stack” their votes behind one or a few directors running for the board, thereby helping a minority of shareowners to win board representation. Cumulative voting gives minority shareowners a voice in corporate affairs proportionate to their actual strength in voting shares. However, like many tools, cumulative voting can be misused. In general, where shareowner rights and voice are well protected by a strong, diverse, and independent board and key committees, where shareowners may call special meetings or act by written consent, and in the absence of strong anti-takeover provisions, cumulative voting is usually unnecessary.

 

   

The Fund advisor will examine and vote on a case-by-case basis proposals calling for cumulative voting in the election of directors.

 

Dual or Multiple Classes of Stock

 

In order to maintain corporate control in the hands of a certain group of shareowners, companies may seek to create multiple classes of stock with differing rights pertaining to voting and dividends. Creation of multiple classes of stock limits the right of some shareowners — often a majority of shareowners — to exercise influence over the governance of the corporation. This in turn diffuses directors’ incentives to exercise appropriate oversight and control over management.

 

   

The Fund advisor will ordinarily oppose proposals to create dual classes of stock. However, the advisor will examine and vote on a case-by-case basis proposals to create classes of stock offering different dividend rights (such as one class that pays cash dividends and a second that pays stock dividends), and may support such proposals if they do not limit shareowner rights.

 

Limit Directors’ Tenure

 

Corporate directors generally may stand for re-election indefinitely. Opponents of this practice suggest that limited tenure would inject new perspectives into the boardroom as well as possibly creating room for directors from diverse backgrounds. However, continuity is also important and there is no empirical support for the proposition that limitations on director tenure improve governance. It may be in the best interests of the shareowners for long-serving directors to remain on the board, providing they maintain their independence as well as the independent perspective they bring to the board.

 

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Accordingly, the Fund advisor will examine and vote on a case-by-case basis proposals to limit director tenure.

 

Director Stock Ownership

 

Advocates of requirements that directors own shares of company stock argue that stock ownership helps to align the interests of directors with the interests of shareowners. Yet there are ways that such requirements may also undermine good governance: limiting board service only to those who can afford to purchase shares; or encouraging companies to use stock awards as part or all of director compensation. In the latter case, unless there are mandatory holding requirements or other stipulations that help to assure that director and shareowner incentives are indeed aligned, awards of stock as compensation can create conflicts of interest where board members may make decisions for personal gain rather than for the benefit of shareowners. Thus, in some circumstances director stock ownership requirements may be beneficial and in others detrimental to the creation of long-term shareowner value.

 

   

The Fund advisor will examine and vote on a case-by-case basis proposals requiring that corporate directors own shares in the company.

 

   

The Fund advisor will oppose excessive awards of stock or stock options to directors.

 

Selection of Auditor and Audit Committee Chair

 

Annual election of the outside auditors is standard practice. While it is recognized that the company is in the best position to evaluate the competence of the outside auditors, we believe that outside auditors must ultimately be accountable to shareowners. A report released by the Blue Ribbon Commission on Improving the Effectiveness of Corporate Audit Committees, in conjunction with the NYSE and the National Association of Securities Dealers, concluded that audit committees must improve their current level of oversight of independent accountants. Given recent examples of accounting irregularities that audit panels and auditors failed to detect, in Calvert’s view shareowner ratification of independent auditors is an essential step toward restoring investor confidence.

 

Many of the accounting irregularities in recent years stem from two causes: conflicts of interest, often arising when certain non-audit fees are far more lucrative to the audit firms than the contracts for independent corporate audits; and misstatement of earnings (e.g., use of one-time charges, off-balance-sheet entities or utilizing unrealistic projections of portfolio returns as a justifications for underfunding company pension plans and overstating earnings). A number of countries now call for disclosure of payments for non-audit services. Others have established limits on the percentage of non-audit income that auditors can earn from one client. Some regulations go so far as to ban non-audit work for auditors.

 

   

The Fund advisor will ordinarily oppose proposals seeking ratification of the auditor when fees for non-audit consulting services exceed audit fees or in any other case where the advisor determines that the independence of the auditor may be compromised.

 

   

The Fund Advisor will ordinarily support proposals that call for more stringent measures to ensure auditor independence.

 

In a number of countries including Spain, Italy and Japan, companies routinely appoint internal statutory auditors.

 

   

The Fund advisor will ordinarily support the appointment or reelection of internal statutory auditors unless there are concerns about audit methods used or the audit reports produced, or if there are questions regarding the auditors being voted on.

 

In some countries, shareholder election of auditors is not common practice.

 

   

The Fund advisor will ordinarily support proposals that call for the annual election of auditors by shareholders.

 

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The Fund advisor will ordinarily oppose proposals seeking ratification of the audit committee chair if the audit committee recommends an auditor whose non-audit consulting services exceed audit fees or in any other case where the advisor determines that the independence of the auditor may be compromised.

 

   

The Fund advisor will otherwise vote on a case-by-case basis proposals seeking ratification of the audit committee chair, and may oppose ratification when the advisor believes the company has used overly aggressive or other unrealistic assumptions in financial reporting that overstate or otherwise distort its earnings from ongoing operations.

 

Transparency and Disclosure

 

International corporate governance is changing rapidly and there has been a wave of development of governance codes around the world in response to crises such as the Asian financial crash in the late 1990s and the United States accounting scandal. In fact there are approximately forty different codes in the EU member countries alone. However, the common thread throughout all of these codes is that shareowners want their companies to be transparent.

 

   

The Fund advisor will ordinarily support proposals that call for full disclosure of company financial performance.

 

   

The Fund advisor will ordinarily support proposals that call for an annual financial audit by external and independent auditors.

 

   

The Fund advisor will ordinarily support proposals that call for disclosure of ownership, structure, and objectives of companies, including the rights of minority shareholders vis-à-vis the rights of major shareholders.

 

   

The Fund advisor will ordinarily support proposals calling for disclosure of corporate governance codes and structures.

 

   

The Fund advisor will ordinarily support proposals that call for disclosure of related party transactions.

 

   

The Fund advisor will ordinarily support proposals that call for disclosure of the board nominating process.

 

Charter and By-Laws

 

There may be proposals involving changes to corporate charters or by-laws that are not otherwise addressed in or anticipated by these Guidelines.

 

   

The Fund advisor will examine and vote on a case-by-case basis proposals to amend or change corporate charter or bylaws, and may support such proposals if they are deemed consistent with shareholders’ best interests and the principles of sound governance and overall corporate social responsibility underlying these Guidelines.

 

Expensing of Stock Options

 

The treatment of stock options in corporate financial reporting has been a subject of much debate in recent years. The majority of companies that make extensive use of stock options — particularly when used as a key component of executive compensation — take no charge on their financial statements for issuance of such options. Yet with the rapid growth of executive stock options as a major source of executive compensation, there have been renewed calls for revision of current accounting standards that allow companies to choose between recording fair value or intrinsic value of those options. It is likely that companies will be required to expense stock options sometime in the near future. Until that time, it remains Calvert’s view that the expensing of stock options gives shareholders valuable additional information about companies’ financial performance, and should therefore be encouraged.

 

   

The Fund advisor will ordinarily support proposals requesting that companies expense stock options.

 

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B. Executive and Employee Compensation

 

According to the 13th Annual CEO Compensation Survey from the Institute for Policy Studies and United For a Fair Economy published in August 2006, since CEO-worker pay gap was first tracked in 1990, the ratio has increased from 107-to-1 to 411-to-1 in 2005. “Today’s gap is nearly 10 times as large as the 1980 ratio of 42-to-1, calculated by Business Week . If the minimum wage had risen at the same pace as CEO pay since 1990, it would be worth $22.61 today, rather than the actual $5.15.”

 

The problem is not limited to CEOs. Excessive executive compensation has become a widespread problem throughout American industry. In too many situations, corporate executives are essentially insured against downside risk while enjoying a disproportionate share of upside gain. The significant increase in the use of stock options for executive compensation that began in the 1990s also created strong incentives for executives to use their insider knowledge for short-term personal gain, and to increase the value of their options by, in many cases, concealment or selective disclosure of material information.

 

Executive risks and rewards need to be better aligned with those of employees, shareowners and the long-term performance of the corporation. Prosperity should be shared broadly within a company, as should the downside risk of share ownership.

 

Executive compensation packages should also be transparent and shareowners should have the right and responsibility to vote on major stock option and other incentive plans. Stock option plans transfer significant amounts of wealth from shareowners to highly paid executives and directors. Reasonable limits must be set on dilution caused by such plans, which should be designed to provide incentives as opposed to risk-free rewards.

 

Disclosure of CEO, Executive, Board and Management Compensation

 

   

The Fund advisor will ordinarily support proposals requesting companies to disclose the compensation — including salaries, option awards, bonuses, and restricted stock grants — of top management and the Board of Directors.

 

Compensation for CEO, Executive, Board and Management

 

   

The Fund advisor will oppose executive compensation proposals if we determine that the compensation does not reflect the financial, economic and social circumstances of the company (i.e. during times of financial strains or underperformance).

 

Formation and Independence of Compensation Review Committee

 

   

The Fund advisor will support proposals requesting the formation of a committee of independent directors to regularly review and examine executive compensation.

 

Stock Options for Board and Executives

 

During the 1990s, the use of stock options in executive compensation soared. While the stock market was gaining, few investors complained. Yet after the fall of the market, executive compensation, and the use of option-based compensation in particular, continued to increase at levels that seemed disconnected from the change in companies’ financial fortunes. In 2006, the Securities and Exchange Commission began examining patterns of granting stock options that rendered the options favorable through backdating. For these reasons investors have long questioned whether stock option grants to senior executives were serving their intended function: of aligning the interests of company management with those of shareowners.

 

Boards are beginning to scrutinize executive compensation more carefully, but there are still many companies whose executive compensation seems disconnected from the actual performance of the corporation and creation of shareowner value. Many boards continue to approve option re-pricing packages that allow executives to avoid downside risk and exercise options at favorable prices, further

 

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weakening the alignment between management interests and shareowner interests. Re-pricing can, in some cases, serve to strengthen the alignment; for example, when options are offered broadly to middle managers and employees as well as top executives, or when re-pricing reduces potential dilution.

 

   

The Fund advisor will ordinarily oppose proposals to approve stock option plans in which the dilutive effect exceeds 10 percent of share value, or, for companies with small market capitalization, 15 percent of share value. Option grants that exceed these thresholds will be examined and voted on a case-by-case basis to evaluate whether there are valid business reasons for the grants.

 

   

The Fund advisor will ordinarily oppose proposals to approve stock option plans that contain provisions for automatic re-pricing, unless such plans contain provisions to limit unrestricted resale of shares purchased with re-priced options.

 

   

The Fund advisor will examine and vote on a case-by-case basis proposals for re-pricing of underwater options.

 

   

The Fund advisor will ordinarily oppose proposals to approve stock option plans that have option exercise prices below the market price on the day of the grant.

 

   

The Fund advisor will ordinarily support proposals requiring that all option plans and option re-pricing be submitted for shareholder approval.

 

   

The Fund advisor will ordinarily oppose proposals to approve stock option plans with “evergreen” features, reserving a specified percentage of stock for award each year with no termination date.

 

   

The Fund advisor will ordinarily support proposals to approve stock option plans for outside directors subject to the same constraints previously described.

 

Employee Stock Ownership Plan (ESOPs)

 

   

The Fund advisor will support proposals to approve ESOPs created to promote active employee ownership (e.g., those that pass through voting rights on all matters to a trustee or fiduciary who is independent from company management). The Fund advisor will oppose any ESOP whose primary purpose is to prevent a corporate takeover.

 

Pay Equity

 

   

The Fund advisor will support proposals requesting that management provide a pay equity report.

 

Ratio Between CEO and Worker Pay

 

   

The Fund advisor will support proposals requesting that management report on the ratio between CEO and employee compensation.

 

   

The Fund advisor will examine and vote on a case-by-case basis proposals requesting management to set a maximum limit on executive compensation.

 

Executive Compensation Tie to Non-Financial Performance

 

   

The Fund advisor will support proposals asking companies to review their executive compensation as it links to non-financial performance such as diversity, labor and human rights, environment, community relations, and other social issues.

 

Shareowner Access to Proxy

 

Equal access proposals ask companies to give shareowners access to proxy materials to state their views on contested issues, including director nominations. In some cases, such proposals allow shareowners holding a certain percentage of shares to nominate directors. There is no reason why management should be allowed to nominate directors while shareowners — whom directors are supposed to represent — are

 

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deprived of the same right. At the same time, we recognize the countervailing argument that shareowners should not interfere with the ordinary business prerogatives of management. On balance, however, we support the view that shareowners should be granted access to the proxy ballot in the nomination of directors.

 

   

The Fund advisor will ordinarily support proposals for shareowner access to the proxy ballot.

 

Golden Parachutes

 

Golden parachutes are compensation agreements that provide for severance payments to top executives who are terminated or demoted pursuant to a takeover or other change in control. Companies argue that such provisions are necessary to keep executives from “jumping ship” during potential takeover attempts. While Calvert recognizes the merits of this argument, golden parachutes often impede takeover attempts that we believe shareowners have the right and the responsibility to consider.

 

   

The Fund advisor will support proposals providing shareowners the right to ratify adoption of golden parachute agreements.

 

   

The Fund advisor will examine and vote s on a case-by-case basis golden parachute contracts, based upon an evaluation of the particular golden parachute itself and taking into consideration total management compensation, the employees covered by the plan, quality of management, size of the payout and any leveraged buyout or takeover restrictions.

 

   

The Fund adviser will oppose the election of directors who vote to approve golden parachutes that are not ratified by shareowners.

 

C. Mergers, Acquisitions, Spin-offs, and Other Corporate Restructuring

 

Mergers and acquisitions frequently raise significant issues of corporate strategy, and as such should be considered very carefully by shareowners. Mergers, in particular, may have the effect of profoundly changing corporate governance, for better or worse, as two corporations with different cultures, traditions, and strategies become one.

 

Considering the Non-Financial Effects of a Merger Proposal

 

Such proposals allow or require the board to consider the impact of merger decisions on various stakeholders, including employees, communities of place or interest, customers, and business partners, and give the board the right to reject a tender offer on the grounds that it would adversely affect the company’s stakeholders.

 

   

The Fund advisor will support proposals that consider non-financial impacts of mergers.

 

   

The Fund advisor will examine and vote on a case-by-case basis all merger and acquisition proposals, and will support those that offer value to shareowners while protecting or improving the company’s social and environmental performance.

 

   

The Fund advisor will ordinarily oppose proposals for corporate acquisition, takeover, restructuring plans that include significant new takeover defenses, or that merge a non-nuclear and a nuclear utility, or that pose other potential financial, social, or environmental risks or liabilities.

 

Poison Pills

 

Poison pills (or shareowner rights plans) are triggered by an unwanted takeover attempt and cause a variety of events to occur which may make the company financially less attractive to the suitor. Typically, directors have enacted these plans without shareowner approval. Most poison pill resolutions deal with shareowner ratification of poison pills or repealing them altogether.

 

   

The Fund advisor will support proposals calling for shareowner approval of poison pills or shareholder rights plans.

 

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The Fund advisor will ordinarily oppose poison pills or shareowner rights plans unless management is able to present a convincing case for a particular plan that does not significantly compromise shareowner rights or interests, or environmental and social performance.

 

Greenmail

 

Greenmail is the premium a takeover target firm offers to a corporate raider in exchange for the raider’s shares. This usually means that the bidder’s shares are purchased at a price higher than market price, discriminating against other shareowners.

 

   

The Fund advisor will ordinarily support anti-greenmail provisions and oppose the payment of greenmail.

 

Opt-Out of State Anti-takeover Law

 

Several states have enacted anti-takeover statutes to protect companies against hostile takeovers. In some, directors or shareowners are required to opt in for such provisions to be operational; in others, directors or shareowners may opt out. Hostile takeovers come in many forms. Some offer advantages to shareowners by replacing current management with more effective management. Others do not. Shareowners of both the acquirer and the target firms stand to lose or gain significantly, depending on the terms of the takeover, the strategic attributes of the takeover, and the price and method of acquisition. In general, shareowners should have the right to consider all potential takeovers, hostile or not, and vote their shares based on their assessment of the particular offer.

 

   

The Fund advisor will ordinarily support proposals for bylaw changes allowing a company to opt out of state anti-takeover laws and will oppose proposals requiring companies to opt into state anti-takeover statutes.

 

III. CORPORATE SOCIAL RESPONSIBILITY

 

A. Sustainability Reporting

 

The global economy of the 21 st century must find ways to encourage new approaches to wealth creation that raises living standards (particularly in the developing world) while preserving and protecting fragile ecosystems and vital resources that did not factor into previous economic models. In response to this new imperative, the notion of sustainability (or sustainable development) has emerged as a core theme of public policy and corporate responsibility. Increasingly investors see financial materiality in corporate management of environmental, social and governance issues. Producing and disclosing a sustainability report demonstrates that a company is broadly aware of business risks and opportunities and has established programs to manage its exposure. As companies strive to translate the concept of sustainability into practice and measure their performance, this has created a growing demand for broadly accepted sustainability performance indicators and reporting guidelines. There are many forms of sustainability reporting, with one of the most comprehensive systems being the Global Reporting Initiative (GRI) reporting protocols.

 

   

The Fund Advisor will ordinarily support proposals asking companies to prepare sustainability reports, including publishing annual reports in accordance with the Global Reporting Initiative (GRI) or other reasonable international codes of conduct or reporting models.

 

   

The Fund advisor will ordinarily support proposals requesting that companies conduct social and/or environmental audits of their performance.

 

B. Environment

 

All corporations have an impact on the environment. A company's environmental policies and performance can have a substantial effect on the firm's financial performance. We expect management to take all reasonable steps to reduce negative environmental impacts and a company’s overall environmental footprint.

 

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The Fund Advisor will ordinarily support proposals to reduce negative environmental impacts and a company’s overall environmental footprint, including any threats to biodiversity in ecologically sensitive areas.

 

   

The Fund advisor will ordinarily support proposals asking companies to report on their environmental practices, policies and impacts, including environmental damage and health risks resulting from their operations, and the impact of environmental liabilities on shareowner value.

 

   

The Fund advisor will ordinarily support proposals asking companies to prepare a comprehensive report on recycling efforts, to increase recycling efforts, or to adopt a formal recycling policy.

 

CERES Principles

 

The Coalition for Environmentally Responsible Economies (CERES), a coalition comprised of social investors and environmental organizations, has developed an environmental corporate code of conduct. The CERES Principles ask corporations to conduct environmental audits of their operations, establish environmental management practices, assume responsibility for damage they cause to the environment and take other leadership initiatives on the environment. Shareholder resolutions are frequently introduced asking companies to: 1) become signatories of the CERES Principles; or 2) produce a report addressing management’s response to each of the points raised in the CERES Principles.

 

   

The Fund advisor will support proposals requesting that a company become a signatory to the CERES Principles.

 

Climate Change/Global Warming

 

Shareholder initiatives on climate change have focused on companies that contribute significantly to global warming — including oil and mining companies, utilities, and automobile manufacturers. Increasingly, corporations in a wider variety of industries are facing shareowner proposals on climate change as shareowners recognize that companies can take cost-effective — and often cost-saving — steps to reduce energy use that contribute to climate change. Initiatives have included proposals requesting companies to disclose, using guidelines such as those prepared by the Carbon Disclosure Project. This includes information about the company’s impact on climate change, policies and targets for reducing greenhouse gas emissions, increasing energy efficiency, and substituting some forms of renewable energy resources for fossil fuels.

 

   

The Fund advisor will support proposals requesting that companies disclose information on greenhouse gas emissions or take specific actions, at reasonable cost, to mitigate climate change, including reducing greenhouse gas emissions and developing and using renewable or other less-polluting energy sources.

 

   

The Fund advisor will support proposals seeking the preparation of a report on a company’s activities related to the development of renewable energy sources.

 

   

The Fund advisor will support proposals seeking increased investment in renewable energy sources unless the terms of the resolution are overly restrictive.

 

Water Use

 

Proposals may be filed that ask a company to prepare a report evaluating the business risks linked to water use and impacts on the company’s supply chain, including subsidiaries and water user partners. Such proposals may also ask companies to disclose current policies and procedures for mitigating the impact of operations on local communities in areas of water scarcity.

 

   

The Fund advisor will support proposals seeking the preparation of a report on a company’s risks linked to water use.

 

Environmental Justice

 

Quite often, corporate activities that damage the environment have a disproportional impact on poor people, people of color, indigenous peoples and other marginalized groups. For example, companies will

 

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sometimes locate environmentally damaging operations in poor communities or in developing countries where poor or indigenous people have little or no voice in political and economic affairs.

 

   

The Fund advisor will ordinarily support proposals asking companies to report on whether environmental and health risks posed by their activities fall disproportionately on any one group or groups, and to take action to reduce those risks at reasonable cost to the company.

 

   

The Fund advisor will ordinarily support proposals asking companies to respect the rights of local and indigenous communities to participate in decisions affecting their local environment.

 

C. Workplace Issues

 

Labor Relations

 

Companies’ treatment of their workers can have a pervasive effect on the performance of the enterprise, as well as on the communities and societies where such companies operate. Calvert believes that well-governed, responsible corporations treat workers fairly in all locations, and avoid exploitation of poor or marginalized people. Shareowner resolutions are sometimes filed asking companies to develop codes of conduct that address labor relations issues, including use of child labor, forced labor, safe working conditions, fair wages and the right to freedom of association and collective bargaining.

 

   

The Fund advisor will ordinarily support proposals requesting companies to adopt, report on, and agree to independent monitoring of codes of conduct addressing global labor and human rights practices.

 

   

The Fund advisor will ordinarily support proposals requesting that companies avoid exploitative labor practices, including child labor and forced labor.

 

   

The Fund advisor will ordinarily support proposals requesting that companies commit to providing safe workplaces.

 

Vendor/Supplier Standards

 

Special attention has been focused on companies that use offshore vendors to manufacture or supply products for resale in the United States. While many offshore vendors have satisfactory workplace practices, there have also been many instances of abuse, including forced overtime, use of child labor and other “sweatshop” practices. Shareowner resolutions are sometimes filed asking companies to adopt codes of conduct regarding vendor/supplier labor practices, to report on compliance with such codes, and to support independent third party monitoring of compliance. At the heart of these proposals is the belief that corporations that operate globally have both the power and the responsibility to curtail abusive labor practices on the part of their suppliers and vendors.

 

   

The Fund advisor will ordinarily support proposals requesting that companies adopt codes of conduct and other vendor/supplier standards requiring that foreign suppliers and licensees comply with all applicable laws and/or international standards (such as the ILO’s core labor standards) regarding wages, benefits, working conditions, including laws and standards regarding discrimination, child labor and forced labor, worker health and safety, freedom of association and other rights. This support includes proposals requesting compliance with vendor codes of conduct, compliance reporting, and third party monitoring or verification.

 

Diversity and Equal Employment Opportunity

 

Women and minorities have long been subject to discrimination in the workplace — denied access to jobs, promotions, benefits and other entitlements on account of race or gender. Women and minorities are still significantly underrepresented in the ranks of management and other high-income positions, and overrepresented in the more poorly-paid categories, including office and clerical workers and service workers.

 

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Shareowner resolutions are sometimes filed asking companies to report on their efforts to meet or exceed federal EEO mandates. Typically, such reporting involves little additional cost to the corporation since most, if not all, of the data is already gathered to meet government-reporting requirements (all firms with more than 100 employees, or federal contractors with more than 50 employees, must file EEO-1 reports with the Equal Employment Opportunity Commission). Shareowner resolutions have also been filed asking companies to extend non-discrimination policies to gay, lesbian, bisexual and transgender employees.

 

   

The Fund advisor will ordinarily support proposals asking companies to report on efforts to comply with federal EEO mandates.

 

   

The Fund advisor will support proposals asking companies to report on their progress in meeting the recommendations of the Glass Ceiling Commission and to eliminate all vestiges of "glass ceilings" for women and minority employees.

 

   

The Fund advisor will ordinarily support proposals asking companies to include language in EEO statements specifically barring discrimination on the basis of sexual orientation, and gender identity and/or expression, and to report on company initiatives to create a workplace free of discrimination on the basis of sexual orientation and gender identity and/or expression.

 

   

The Fund advisor will ordinarily support proposals seeking reports on a company’s initiatives to create a workplace free of discrimination on the basis of sexual orientation and gender identity and/or expression.

 

   

The Fund advisor will oppose proposals that seek to eliminate protection already afforded to gay, lesbian, bisexual and transgender employees.

 

   

The Fund advisor will support proposals seeking more careful consideration of the use of racial, gender, or other stereotypes in advertising campaigns, including preparation of a report at reasonable cost to the company.

 

Plant Closings

 

Federal law requires 60 days advance notice of major plant closings or layoffs. Beyond such notice, however, many corporations provide very little in the way of support for workers losing jobs through layoffs or downsizing. The way a company treats employees that are laid off often has a substantial impact on the morale and productivity of those that remain employed. Programs aimed at assisting displaced workers are helpful both to those displaced and to the company’s ability to recover from market downturns or other setbacks resulting in layoffs or plant closings.

 

   

The Fund advisor will ordinarily support resolutions asking companies to create or expand upon relocation programs for displaced workers.

 

D. International Operations and Human Rights

 

Business Activities and Investments

 

Global corporations often do business in countries lacking adequate legal or regulatory structures protecting workers, consumers, communities and the environment, or where lax enforcement renders existing laws ineffective. Many companies have sought to lower costs by transferring operations to less regulated areas, or to low-wage areas. Such activity is not always exploitative, but it can be. In the past, transgressions of human rights in offshore operations was not well known or reported, but increasingly, company operations in countries with substandard labor or human rights records has come under much greater scrutiny. The adverse publicity associated with allegations of sweatshop practices or other human rights abuses can also pose substantial brand or reputational risks for companies.

 

Many of the shareowner resolutions filed on international operations and human rights focus on specific countries or specific issues within these countries. For example, shareowners have asked internet and

 

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communication technology companies to report on steps being taken to seek solutions regarding free expression and privacy challenges faced by companies doing business internationally; or to report on or comply with international standards aimed at protecting human rights on a global, sectoral or country basis such as the UN Global Compact, the Voluntary Principles on Security and Human Rights, and the MacBride Principles. In some cases, resolutions have requested that companies report on operations and investments, or cease operations, in particular nations with repressive regimes or a history of human rights, labor abuses and/or genocide, such as Sudan or Burma. In other cases, resolutions may oppose all company operations in a particular country; in others, the resolutions seek to limit particular industries or practices that are particularly egregious.

 

   

The Fund advisor will ordinarily support proposals requesting that companies develop human rights codes of conduct and periodic reporting on operations and investments in countries with repressive regimes.

 

   

The fund will ordinarily support proposals requesting a report discussing how investment policies address or could address human rights issues.

 

   

The Fund advisor will ordinarily support proposals requesting that companies adopt or support reasonable third-party codes of conduct or principles addressing human rights and discrimination.

 

   

The Fund advisor will ordinarily support proposals requesting that companies develop policies and protocols to eliminate bribery and corruption.

 

Unauthorized Images

 

Some corporations use images in their advertising or brands that are offensive to certain cultures, or that may perpetuate racism and bigotry. For instance, some companies use American Indian symbols and imagery to advertise and market commercial products, including sports franchises. Others have used images or caricatures of African Americans, Jews, Latinos, or other minority or indigenous groups in ways that are objectionable to members of such groups.

 

   

The Fund advisor will support proposals asking companies to avoid the unauthorized use of images of racial, ethnic, or indigenous groups in the promotion of their products.

 

International Outsourcing Operations

 

Shareholder resolutions are sometimes filed calling on companies to report on their operating practices in international factories and plants located in places such as the Maquiladoras in Mexico, Southeast Asia, South Asia, Eastern Europe, the Caribbean or Central America. Companies often move to these places under U.S. government-sponsored programs to promote trade and economic development in these regions. In addition, companies have located in these regions to take advantage of lower labor costs as well as fewer environmental and other regulations. There have, however, been numerous cases of abuse of the human rights of employees and compromises of labor standards and the environmental integrity of communities.

 

   

The Fund advisor will ordinarily support proposals calling for reports on treatment of workers and protection of human rights in international operations such as in the Maquiladoras or elsewhere.

 

   

The Fund advisor will ordinarily support proposals calling for greater pay equity and fair treatment of workers, improved environmental practices, and stronger community support in offshore operations.

 

Access to Pharmaceuticals

 

The cost of medicine is a serious issue throughout the world. In the United States, many citizens lack health insurance and many more lack a prescription drug benefit under Medicare or private insurance programs. In Africa and in many other parts of the developing world, millions of people have already died from the AIDS virus and tens of millions more are infected. Medications to treat AIDS, malaria, tuberculosis and other diseases are often so costly as to be out of reach of most of those affected. Shareowner resolutions are sometimes filed asking pharmaceutical companies to take steps to make drugs more accessible and affordable to victims of pandemic or epidemic disease.

 

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The Fund advisor will ordinarily support proposals asking pharmaceutical companies to take steps to make drugs more affordable and accessible for the treatment of HIV AIDS, malaria, tuberculosis and other serious diseases affecting poor countries or populations.

 

   

The Fund advisor will ordinarily support proposals asking companies with operations in heavily infected areas such as Africa to ensure that their workforces receive appropriate access to counseling or healthcare advice, health care coverage, or access to treatment.

 

E. Indigenous Peoples’ Rights

 

Cultural Rights of Indigenous Peoples

 

The survival, security and human rights of millions of indigenous peoples around the world are increasingly threatened. Efforts to extract or develop natural resources in areas populated by indigenous peoples often threaten their lives and cultures, as well as their natural environments. Indigenous communities are demonstrating a new assertiveness when it comes to rejecting resource extraction projects. Calvert believes that to secure project access and ensure that invested assets eventually realize a return; leading companies must recognize the need to secure the free, prior and informed consent/consultation of affected indigenous communities and deliver tangible benefits to them.

 

   

The Fund advisor will ordinarily support proposals requesting that companies respect the rights of and negotiate fairly with indigenous peoples, develop codes of conduct dealing with treatment of indigenous peoples, and avoid exploitation and destruction of their natural resources and ecology.

 

   

The Fund advisor will ordinarily support proposals requesting companies to develop, strengthen or implement a policy or guideline designed to address free, prior and informed consent/consultation from indigenous peoples or other communities.

 

F. Product Safety and Impact

 

Many companies’ products have significant impacts on consumers, communities and society at large, and these impacts may expose companies to reputational or brand risks. Responsible, well-governed companies should be aware of these potential risks and take proactive steps to manage them. Shareowner proposals that ask companies to evaluate certain impacts of their products, or to provide full disclosure of the nature of those products, can be harbingers of potential risks that companies may face if they fail to act. For example, several shareowner proposals have been filed requesting that food and beverage manufacturers label all foods containing genetically modified organisms (GMOs); other proposals have requested that companies report on the health or psychological impacts of their products.

 

   

The Fund advisor will review on case-by-case basis proposals requesting that companies report on the impacts of their products on consumers and communities and will ordinarily support such proposals when the requests can be fulfilled at reasonable cost to the company, or when potential reputational or brand risks are substantial.

 

   

The Fund advisor will ordinarily support proposals requesting that companies disclose the contents or attributes of their products to potential consumers.

 

Animal Welfare

 

Shareowners and animal rights groups sometimes file resolutions with companies which engage in animal testing for the purposes of determining product efficacy or assuring consumer product safety.

 

   

The Fund advisor will ordinarily support proposals seeking information on a company's animal testing practices, or requesting that management develop cost-effective alternatives to animal testing.

 

   

The Fund advisor will ordinarily support proposals calling for consumer product companies to reduce or eliminate animal testing or the suffering of animal test subjects.

 

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The Fund advisor will examine and vote on a case-by-case basis proposals calling for pharmaceutical or medical products firms to reduce animal testing or the suffering of animal test subjects.

 

   

The Fund advisor will ordinarily support proposals requesting that companies report to shareholders on the risks and liabilities associated with concentrated animal feeding operations unless: the company has publicly disclosed guidelines for its corporate and contract farming operations, including compliance monitoring; or the company does not directly source from confined animal feeding operations.

 

Tobacco

 

Shareowner resolutions are sometimes filed with insurance and health care companies asking them to report on the appropriateness of investments in the tobacco industry, and on the impact of smoking on benefit payments for death, disease and property loss.

 

   

The Fund advisor will ordinarily support resolutions asking companies not to invest in the stocks of tobacco companies.

 

   

The Fund advisor will ordinarily support resolutions asking companies to research the impact of ceasing business transactions with the tobacco industry.

 

G. Weapons Contracting

 

Weapons/Military Products

 

Shareowner resolutions may be filed with companies with significant defense contracts, asking them to report on the nature of the contracts, particularly the goods and services to be provided.

 

   

The Fund advisor will ordinarily support proposals calling for reports on the type and volume of defense contracts.

 

H. Community

 

Equal Credit Opportunity

 

Access to capital is essential to full participation and opportunity in our society. The Equal Credit Opportunity Act (ECOA) prohibits lenders from discriminating with regard to race, religion, national origin, sex, age, etc. Shareowner resolutions are sometimes filed requesting: (1) reports on lending practices in low/moderate income or minority areas and on steps to remedy mortgage lending discrimination; (2) the development of fair lending policies that would assure access to credit for major disadvantaged groups and require reports to shareowners on the implementation of such policies; and (3) the application of Equal Credit Opportunity Act standards by non-financial corporations to their financial subsidiaries.

 

   

The Fund advisor will ordinarily support proposals requesting increased disclosure on ECOA and stronger policies and programs regarding compliance with ECOA.

 

Redlining

 

Redlining is the systematic denial of services to people within a geographic area based on their economic or racial/ethnic profile. The term originated in banking, but the same practice can occur in many businesses, including insurance and supermarkets. Shareowner resolutions are sometimes filed asking companies to assess their lending practices or other business operations with respect to serving communities of color or the poor, and develop policies to avoid redlining.

 

   

The Fund advisor will support proposals to develop and implement policies dealing with fair lending and housing, or other nondiscriminatory business practices.

 

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Predatory Lending

 

Sub-prime lenders charge notably high interest rates on consumer, life insurance, and home mortgage loans. These lenders can engage in abusive business practices that take advantage of the elderly or the economically disadvantaged. This includes charging excessive fees, making loans to those unable to make interest payments and steering customers selectively to products with higher than prevailing interest rates. Shareowner resolutions are sometimes filed asking for the development of policies to prevent predatory lending practices.

 

   

The Fund advisor will support proposals calling on companies to address and eliminate predatory lending practices.

 

Insurance Companies and Economically Targeted Investments

 

Economically targeted investments (ETIs) are loans made to low-to-moderate income communities or individuals to foster and promote, among other things, small businesses and farms, affordable housing and community development banks and credit unions. At present, insurance companies put less than one-tenth of one percent of their more than $1.9 trillion in assets into ETIs. Shareowner resolutions are sometimes filed asking for reports outlining how insurers could implement an ETI program.

 

   

The Fund advisor will support proposals encouraging adoption of or participation in economically targeted investment programs that can be implemented at reasonable cost.

 

Healthcare

 

Many communities are increasingly concerned about the ability of for-profit health care institutions to provide quality health care. Shareholders have asked corporations operating hospitals for reports on the quality of their patient care.

 

   

The Fund advisor will ordinarily support resolutions that call on hospitals to submit reports on patient healthcare and details of health care practices.

 

I. Political Action Committees and Political Partisanship

 

Shareholders have a right to know how corporate assets are being spent in furtherance of political campaigns, social causes or government lobbying activities. Although companies are already required to make such disclosures pursuant to federal and state law, such information is often not readily available to investors and shareowners. Moreover, corporate lobbying activities and political spending may at times be inconsistent with or actually undermine shareholder and stakeholder interests that companies are otherwise responsible to protect.

 

   

The Fund advisor will ordinarily support resolutions asking companies to disclose political spending made either directly or through political action committees, trade associations and/or other advocacy associations.

 

   

The Fund advisor will ordinarily support resolutions asking companies to disclose the budgets dedicated to public policy lobbying activities.

 

   

The Fund advisor will ordinarily support resolutions requesting that companies support public policy activities including lobbying or political spending that are consistent with shareholder or other stakeholder efforts to strengthen policies that protect workers, communities, the environment, public safety, or any of the other principles embodied in these Proxy Voting Guidelines.

 

J. Other Issues

 

All social issues that are not covered in these guidelines are delegated to the Fund’s advisor to vote in accordance with the Fund’s specific social criteria. In addition to actions taken pursuant to the fund’s Conflict of Interest Policy, Calvert Social Research Department (“CSRD”) will report to the Boards on issues not covered by these guidelines as they arise.

 

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IV. CONFLICT OF INTEREST POLICY

 

All Calvert Funds strictly adhere to the proxy voting guidelines detailed above in Sections I and II, above.

 

Thus, generally, adherence to the Proxy Voting Guidelines will leave little opportunity for a material conflict of interest to emerge between any of the Funds, on the one hand, and the Fund’s investment advisor, sub-advisor, principal underwriter, or an affiliated person of the Fund, on the other hand.

 

Nonetheless, upon the occurrence of the exercise of voting discretion where there is a variance in the vote from the Proxy Voting Guidelines, which could lend itself to a potential conflict between these interests, a meeting of the Audit Committee of the Fund that holds that security will be immediately convened to determine how the proxy should be voted.

 

Adopted September 2000.

Revised September 2002.

Revised June 2003.

Revised August 2004.

Approved December 2004.

Revised January 2008.

Approved March 2008.

 

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CAPITAL GUARDIAN TRUST COMPANY

 

Proxy Voting Policy and Procedures

 

Policy

 

Capital Guardian Trust Company (“CGTC”) provides investment management services to clients that include, among others, corporate and public pension plans, foundations and endowments and registered investment companies. CGTC’s Personal Investment Management Division (“PIM”) provides investment management and fiduciary services, including trust and estate administration, primarily to high net-worth individuals and families. CGTC considers proxy voting an important part of those management services, and as such, CGTC seeks to vote the proxies of securities held by clients in accounts for which it has proxy voting authority in the best interest of those clients. The procedures that govern this activity are reasonably designed to ensure that proxies are voted in the best interest of CGTC’s clients.

 

Fiduciary Responsibility and Long-term Shareholder Value

 

CGTC’s fiduciary obligation to manage its accounts in the best interest of its clients extends to proxy voting. When voting proxies, CGTC considers those factors which would affect the value of its clients’ investment and acts solely in the interest of, and for the exclusive purpose of providing benefits to, its clients. As required by ERISA, CGTC votes proxies solely in the interest of the participants and beneficiaries of retirement plans and does not subordinate the interest of participants and beneficiaries in their retirement income to unrelated objectives.

 

CGTC believes the best interests of clients are served by voting proxies in a way that maximizes long-term shareholder value. Therefore, the investment professionals responsible for voting proxies have the discretion to make the best decision given the individual facts and circumstances of each issue. Proxy issues are evaluated on their merits and considered in the context of the analyst’s knowledge of a company, its current management, management’s past record, and CGTC’s general position on the issue. In addition, many proxy issues are reviewed and voted on by a proxy voting committee comprised primarily of investment professionals, bringing a wide range of experience and views to bear on each decision.

 

As the management of a portfolio company is responsible for its day to day operations, CGTC believes that management, subject to the oversight of its board of directors, is often in the best position to make decisions that serve the interests of shareholders. However, CGTC votes against management on proposals where it perceives a conflict may exist between management and client interests, such as those that may insulate management or diminish shareholder rights. CGTC also votes against management in other cases where the facts and circumstances indicate that the proposal is not in its clients’ best interests.

 

Special Review

 

From time to time CGTC may vote a) on proxies of portfolio companies that are also clients of CGTC or its affiliates, b) on shareholder proposals submitted by clients, or c) on proxies for which clients have publicly supported or actively solicited CGTC or its affiliates to support a particular position. When voting these proxies, CGTC analyzes the issues on their merits and does not consider any client relationship in a way that interferes with its responsibility to vote proxies in the best interest of its clients. The CGTC Special Review Committee reviews certain of these proxy decisions for improper influences on the decision-making process and takes appropriate action, if necessary.

 

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Procedures

 

Proxy Review Process

 

Associates in CGTC’s proxy voting department, are responsible for coordinating the voting of proxies. These associates work with outside proxy voting service providers and custodian banks and are responsible for coordinating and documenting the internal review of proxies.

 

The proxy voting department reviews each proxy ballot for standard and non-standard items. Standard proxy items are typically voted with management unless the research analyst who follows the company or a member of an investment or proxy voting committee requests additional review. Standard items currently include the uncontested election of directors, ratifying auditors, adopting reports and accounts, setting dividends and allocating profits for the prior year and certain other administrative items.

 

All other items are voted in accordance with the decision of the analyst, portfolio managers, the appropriate proxy voting committee or the full investment committee(s) depending on parameters determined by those investment committee(s) from time to time. Various proxy voting committees specialize in regional mandates and review the proxies of portfolio companies within their mandates. The proxy voting committees are typically comprised primarily of members of CGTC’s and its institutional affiliates’ investment committees and their activity is subject to oversight by those committees.

 

CGTC seeks to vote all of its clients’ proxies. In certain circumstances, CGTC may decide not to vote a proxy because the costs of voting outweigh the benefits to its clients (e.g., when voting could lead to share blocking where CGTC wishes to retain flexibility to trade shares). In addition, proxies with respect to securities on loan through client directed lending programs are not available to CGTC to vote and therefore are not voted.

 

CGTC will periodically review voting reports to ascertain, where possible, that votes were cast in accordance with voting instructions.

 

Proxy Voting Guidelines

 

CGTC has developed proxy voting guidelines that reflect its general position and practice on various issues. To preserve the ability of decision makers to make the best decision in each case, these guidelines are intended only to provide context and are not intended to dictate how the issue must be voted. The guidelines are reviewed and updated as necessary, but at least annually, by the appropriate proxy voting and investment committees.

 

CGTC’s general positions related to corporate governance, capital structure, stock option and compensation plans and social and corporate responsibility issues are reflected below.

 

 

Corporate governance.     CGTC supports strong corporate governance practices. It generally votes against proposals that serve as anti-takeover devices or diminish shareholder rights, such as poison pill plans and supermajority vote requirements, and generally supports proposals that encourage responsiveness to shareholders, such as initiatives to declassify the board or establish a majority voting standard for the election of the board of directors. Mergers and acquisitions, reincorporations and other corporate restructurings are considered on a case-by-case basis, based on the investment merits of the proposal.

 

 

Capital structure.     CGTC generally supports increases to capital stock for legitimate financing needs. It generally does not support changes in capital stock that can be used as anti-takeover devices, such as the creation of or increase in blank-check preferred stock or of a dual class capital structure with different voting rights.

 

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Stock option compensation plans.     CGTC supports the concept of stock-related compensation plans as a way to align employee and shareholder interests. However, plans that include features which undermine the connection between employee and shareholder interests generally are not supported. When voting on proposals related to new plans or changes to existing plans CGTC considers, among other things, the following information, to the extent it is available: the exercise price of the options, the size of the overall plan and/or the size of the increase, the historical dilution rate, whether the plan permits option repricing, the duration of the plan, and the needs of the company. Additionally, CGTC supports option expensing in theory and will generally support shareholder proposals on option expensing if such proposal language is non-binding and does not require the company to adopt a specific expensing methodology.

 

 

Corporate Social responsibility.     CGTC votes on these issues based on the potential impact to the value of its clients’ investment in the portfolio company.

 

Special Review Procedures

 

If a research analyst has a personal conflict in making a voting recommendation on a proxy issue, he or she must disclose such conflict, along with his or her recommendation. If a member of the proxy voting committee has a personal conflict in voting the proxy, he or she must disclose such conflict to the appropriate proxy voting committee and must not vote on the issue.

 

Clients representing 0.0025 or more of assets under investment management across all affiliates owned by The Capital Group Companies, Inc. (CGTC’s parent company), are deemed to be “Interested Clients”. Each proxy is reviewed to determine whether the portfolio company, a proponent of a shareholder proposal, or a known supporter of a particular proposal is an Interested Client. If the voting decision for a proxy involving an Interested Client is against such client, then it is presumed that there was no undue influence in favor of the Interested Client. If the decision is in favor of the Interested Client, then the decision, the rationale for such decision, information about the client relationship and all other relevant information is reviewed by the Special Review Committee (“SRC”). The SRC, reviews such information in order to identify whether there were improper influences on the decision-making process so that it may determine whether the decision was in the best interest of CGTC’s clients. Based on its review, the SRC may accept or override the decision, or determine another course of action. The SRC is comprised of senior representatives from CGTC’s and its institutional affiliates’ investment and legal groups and does not include representatives from the marketing department.

 

Any other proxy will be referred to the SRC if facts or circumstances warrant further review.

 

In cases where CGTC has discretion to vote proxies for shares issued by an affiliated mutual fund, CGTC will instruct that the shares be voted in the same proportion as votes cast by shareholders for whom CGTC does not have discretion to vote proxies.

 

CGTC’s Proxy Voting Record

 

Upon client request, CGTC will provide reports of its proxy voting record as it relates to the securities held in the client’s account(s) for which CGTC has proxy voting authority.

 

Annual Assessment

 

CGTC will conduct an annual assessment of this proxy voting policy and related procedures and will notify clients for which it has proxy voting authority of any material changes to the policy and procedures.

 

Effective Date

 

This policy is effective as of November 21, 2007.

 

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CAYWOOD-SCHOLL CAPITAL MANAGEMENT, LLC

PROXY VOTING GUIDELINES AND PROCEDURES

 

March 31, 2008

 

Table of Contents

 

     Page

Policy Statement and Voting Procedure

   D-51

Resolving Conflicts of Interest

   D-52

Cost-Benefit Analysis Involving Voting Proxies

   D-52

Proxy Voting Guidelines

   D-53

Ordinary Business Matters

   D-53

Auditors

   D-53

Board of Directors

   D-53

Executive and Director Compensation

   D-55

Capital Structure

   D-56

Mergers and Corporate Restructuring

   D-57

Antitakeover Defenses and Voting Related Issues

   D-58

Social and Environmental Issues

   D-59

 

POLICY STATEMENT

 

Caywood-Scholl Capital Management (“CSCM”) exercises our proxy voting responsibilities as a fiduciary. As a result, in the cases where we have voting authority of our client proxies, we intend to vote such proxies in a manner consistent with the best interest of our clients. Our guidelines are designed to meet applicable fiduciary standards. All votes submitted by CSCM on behalf of its clients are not biased by other clients of CSCM. Proxy voting proposals are voted with regard to enhancing shareholder wealth and voting power.

 

Caywood-Scholl’s Proxy Committee, including investment, compliance and operations personnel, is responsible for establishing our proxy voting policies and procedures. These guidelines summarize our positions on various issues and give general indication as to how we will vote shares on each issue. However, this listing is not exhaustive and does not include all potential voting issues and for that reason, there may be instances when we may not vote proxies in strict adherence to these Guidelines. To the extent that these guideline policies and procedures do not cover potential voting issues or a case arises of a material conflict between our interest and those of a client with respect to proxy voting, our Proxy Committee will convene to discuss these instances. In evaluating issues, the Proxy Committee may consider information from many sources, including our portfolio management team, our analyst responsible for monitoring the stock of the company at issue, management of a company presenting a proposal, shareholder groups, and independent proxy research services. The Proxy Committee will meet annually to review these guidelines and determine whether any revisions are appropriate.

 

VOTING PROCEDURE

 

Caywood-Scholl has delegated the voting of all proxies to RCM Capital Management LLC (“RCM”). The voting of all proxies is conducted by RCM’s Proxy Specialist in consultation with RCM’s Proxy Committee consisting representatives from the Research Department, Portfolio Management Team (PMT), the Legal and Compliance Department, and the Proxy Specialist. The Proxy Specialist performs the initial review of

 

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the proxy statement, third-party proxy research provided by ISS, and other relevant material, and makes a vote decision in accordance with Caywood-Scholl’s Proxy Voting Guidelines. In situations where the Proxy Voting Guidelines do not give clear guidance on an issue, the Proxy Specialist will, at his or her discretion, consult Caywood-Scholl’s Proxy Committee for a final decision.

 

RCM retains a third-party proxy voting service, Institutional Shareholder Services, Inc. (ISS), to assist us in processing proxy votes in accordance with Caywood-Scholl’s vote decisions. ISS is responsible for notifying RCM of all upcoming meetings, providing a proxy analysis and vote recommendation for each proposal, verifying that all proxies are received, and contacting custodian banks to request missing proxies. ISS sends the proxy vote instructions provided by RCM to the appropriate tabulator. ISS provides holdings reconciliation reports on a monthly basis, and vote summary reports for clients on a quarterly or annual basis.

 

RCM forwards to Caywood-Scholl for review all applicable proxy voting records and maintain on site the proxy materials used in the vote process on site for at least one year.

 

RESOLVING CONFLICTS OF INTEREST

 

CSCM may have conflicts that can affect how it votes its clients’ proxies. For example, CSCM may manage a pension plan whose management is sponsoring a proxy proposal. CSCM may also be faced with clients having conflicting views on the appropriate manner of exercising shareholder voting rights in general or in specific situations. Accordingly, CSCM may reach different voting decisions for different clients. Regardless, votes shall only be cast in the best interest of the client affected by the shareholder right. For this reason, CSCM shall not vote shares held in one client’s account in a manner designed to benefit or accommodate any other client.

 

In order to ensure that all material conflicts of interest are addressed appropriately while carrying out its obligation to vote proxies, the Proxy Committee shall be responsible for addressing how CSCM resolves such material conflicts of interest with its clients.

 

COST-BENEFIT ANALYSIS INVOLVING VOTING PROXIES

 

CSCM shall review various criteria to determine whether the costs associated with voting the proxy exceeds the expected benefit to its clients and may conduct a cost-benefit analysis in determining whether it is in the best economic interest to vote client proxies. Given the outcome of the cost-benefit analysis, CSCM may refrain from voting a proxy on behalf of its clients’ accounts.

 

In addition, CSCM may refrain from voting under certain circumstances. These circumstances may include, but are not limited to: 1) proxy statements and ballots being written in a foreign language, 2) untimely notice of a shareholder meeting, 3) requirements to vote proxies in person, 4) restrictions on foreigner’s ability to exercise votes, 5) requirements to provide local agents with power of attorney to facilitate the voting instructions. Such proxies are voted on a best-efforts basis.

 

Proxy voting in certain countries requires “share blocking.” To vote proxies in such countries, shareholders must deposit their shares shortly before the date of the meeting with a designated depositary and the shares are then restricted from being sold until the meeting has taken place and the shares are returned to the shareholders’ custodian banks. Absent compelling reasons, CSCM believes the benefit to its clients of exercising voting rights does not outweigh the effects of not being able to sell the shares. Therefore, if share blocking is required CSCM generally abstains from voting.

 

CSCM will not be able to vote securities on loan under securities lending arrangements into which CSCM’s clients have entered. However, under rare circumstances, for voting issues that may have a significant

 

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impact on the investment, and if the client holds a sufficient number of shares to have a material impact on the vote, we may request that clients recall securities that are on loan if we determine that the benefit of voting outweighs the costs and lost revenue to the client and the administrative burden of retrieving the securities.

 

PROXY VOTING GUIDELINES

 

ORDINARY BUSINESS

 

ORDINARY BUSINESS MATTERS: CASE-BY-CASE

 

CSCM votes FOR management proposals covering routine business matters such as changing the name of the company, routine bylaw amendments, and changing the date, time, or location of the annual meeting.

 

Routine items that are bundled with non-routine items will be evaluated on a case-by-case basis. Proposals that are not clearly defined other than to transact “other business,” will be voted AGAINST, to prevent the passage of significant measures without our express oversight.

 

AUDITORS

 

RATIFICATION OF AUDITORS: CASE-BY-CASE

 

CSCM generally votes FOR proposals to ratify auditors, unless there is reason to believe that there is a conflict of interest, or if the auditor has rendered an opinion that is neither accurate nor indicative of the company’s financial position.

 

CSCM will review, on a case-by-case basis, instances in which the audit firm has substantial non-audit relationships with the company, to determine whether we believe independence has been compromised.

 

SHAREHOLDER PROPOSALS REGARDING ROTATION OF AUDITORS: GENERALLY FOR

 

CSCM generally will support shareholder proposals asking for audit firm rotation, unless the rotation period is less than five years, which would be unduly burdensome to the company.

 

SHAREHOLDER PROPOSALS REGARDING AUDITOR INDEPENDENCE: CASE-BY-CASE

 

CSCM will evaluate on a case-by-case basis, shareholder proposals asking companies to prohibit their auditors from engaging in non-audit services or to cap the level of non-audit services.

 

BOARD OF DIRECTORS

 

ELECTION OF DIRECTORS: CASE-BY-CASE

 

Votes on director nominees are made on a case-by-case basis. CSCM favors boards that consist of a substantial majority of independent directors who demonstrate a commitment to creating shareholder value. CSCM also believes that key board committees (audit, compensation, and nominating) should include only independent directors to assure that shareholder interests will be adequately addressed. When available information demonstrates a conflict of interest or a poor performance record for specific candidates, CSCM may withhold votes from director nominees.

 

MAJORITY VOTE REQUIREMENT FOR THE ELECTION OF DIRECTORS: CASE-BY-CASE

 

CSCM evaluates proposals to require a majority vote for the election of directors, on a case-by-case basis. CSCM generally supports binding and non-binding (advisory) proposals to initiate a change in the vote

 

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threshold requirement for board nominees, as we believe this may bring greater director accountability to shareholders. Exceptions may be made for companies with policies that provide for a meaningful alternative to a full majority-voting standard.

 

CLASSIFIED BOARDS: AGAINST

 

Classified (or staggered) boards provide for the directors to be divided into three groups, serving a staggered three-year term. Each year one of the groups of directors is nominated for re-election and serves a three-year term. CSCM generally opposes classified board structures, as we prefer annual election of directors to discourage entrenchment. CSCM will vote FOR shareholder proposals to de-classify the board of directors.

 

CHANGING SIZE OF BOARD: CASE-BY-CASE

 

CSCM votes FOR proposals to change the size of the board of directors, if the proposed number falls between 6 to 15 members. We generally vote AGAINST proposals to increase the number of directors to more than 15, because very large boards may experience difficulty achieving consensus and acting quickly on important items.

 

MAJORITY OF INDEPENDENT DIRECTORS ON BOARD: CASE-BY-CASE

 

CSCM considers how board structure impacts the value of the company and evaluates shareholder proposals for a majority of independent directors on a case-by-case basis. CSCM generally votes FOR proposals requiring the board to consist of, at least, a substantial (2/3) majority of independent directors. Exceptions are made for companies with a controlling shareholder and for boards with very long term track records of adding shareholder value based on 3, 5 and 10-year stock performance.

 

MINIMUM SHARE OWNERSHIP BY THE BOARD: AGAINST

 

Although stockholders may benefit from directors owning stock in a company and having a stake in the profitability and well-being of a company, CSCM does not support resolutions that would require directors to make a substantial investment which would effectively exclude them from accepting directorships for purely financial reasons.

 

LIMIT TENURE OF DIRECTORS: AGAINST

 

CSCM does not support shareholder proposals for term limits, as limiting tenure may force valuable, experienced directors to leave the board solely because of their length of service. We prefer to retain the ability to evaluate director performance, and vote on all director nominees once a year.

 

DIRECTOR INDEMNIFICATION AND LIABILITY PROTECTION: CASE-BY-CASE

 

CSCM votes AGAINST proposals that would limit or eliminate all liability for monetary damages, for directors and officers who violate the duty of care. CSCM will also vote AGAINST proposals that would expand indemnification to cover acts, such as negligence, that are more serious violations of fiduciary obligations than mere carelessness. If, however, a director was found to have acted in good faith and in a manner that he reasonably believed was in the best interest of the company, and if only the director’s legal expenses would be covered, CSCM may vote FOR expanded coverage.

 

SEPARATE CHAIRMAN/CHIEF EXECUTIVE OFFICER: CASE-BY-CASE

 

CSCM votes shareholder proposals to separate Chairman and CEO positions on a case-by-case basis, and considers the impact on management credibility and thus the value of the company. CSCM generally votes

 

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FOR shareholder proposals requiring the position of Chairman to be filled by an independent director, because a combined title can make it difficult for the board to remove a CEO that has underperformed, and harder to challenge a CEO’s decisions. We are, however, willing to accept a combined title for companies whose outside directors hold regularly-scheduled non-management meetings with a powerful and independent Lead Director.

 

DIVERSITY OF THE BOARD OF DIRECTORS: CASE-BY-CASE

 

CSCM reviews shareholder proposals that request a company to increase the representation of women and minorities on the board, on a case-by-case basis. CSCM generally votes FOR requests for reports on the company’s efforts to diversify the board, unless the board composition is reasonably inclusive of women and minorities in relation to companies of similar size and business, and if the board already reports on its nominating procedures and diversity initiatives.

 

EXECUTIVE AND DIRECTOR COMPENSATION

 

STOCK INCENTIVE PLANS: CASE-BY-CASE

 

CSCM reviews stock incentive plan proposals on a case-by-case basis, to determine whether the plan is in the best interest of shareholders. We generally support stock incentive plans that are designed to attract, retain or encourage executives and employees, while aligning their financial interests with those of investors. We also prefer plans that limit the transfer of shareholder wealth to insiders, and favor stock compensation in the form of performance-based restricted stock over fixed price option plans.

 

CSCM utilizes research from a third-party proxy voting service (ISS) to assist us in analyzing all details of a proposed stock incentive plan. Unless there is evidence that a plan would have a positive economic impact on shareholder value, we generally vote against plans that result in excessive dilution, and vote against plans that contain negative provisions, such as repricing or replacing underwater options without shareholder approval.

 

SHAREHOLDER PROPOSALS REGARDING OPTIONS EXPENSING: FOR

 

CSCM generally votes FOR shareholder proposals requesting companies to disclose the cost of stock options as an expense on their income statement, to clarify the company’s earnings and profitability to shareholders.

 

CASH BONUS PLANS (OBRA RELATED): CASE-BY-CASE

 

CSCM considers Omnibus Budget and Reconciliation Act (OBRA) Cash Bonus Plan proposals on a case-by-case basis. OBRA regulations require companies to secure shareholder approval for their performance-based cash or cash and stock bonus plans to preserve the tax deduction for bonus compensation exceeding OBRA’s $1 million cap.

 

The primary objective of such proposals is to avoid tax deduction limitations imposed by Section 162(m) of the Internal Revenue Code, and CSCM will generally vote FOR plans that have appropriate performance targets and measures in place.

 

In cases where plans do not meet acceptable standards or we believe executives are over compensated in the context of shareholder value creation, CSCM may vote AGAINST the cash bonus plan, and may withhold votes from compensation committee members.

 

ELIMINATE NON-EMPLOYEE DIRECTOR RETIREMENT PLANS: FOR

 

CSCM generally supports proposals to eliminate retirement benefits for non-employee directors, as such plans can create conflicts of interest by their high value. Additionally, such benefits are often redundant, since many directors receive pension benefits from their primary employer.

 

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EMPLOYEE STOCK PURCHASE PLANS: CASE-BY-CASE

 

Employee Stock Purchase Plans give employees the opportunity to purchase stock of their company, primarily through payroll deductions. Such plans provide performance incentives and lead employees to identify with shareholder interests.

 

Qualified employee stock purchase plans qualify for favorable tax treatment under Section 423 of the Internal Revenue Code. CSCM will vote FOR Qualified Employee Stock Purchase Plans that include: (1) a purchase price of at least 85 percent of fair market value, and (2) an offering period of 27 months or less, and (3) voting power dilution (percentage of outstanding shares) of no more than 10 percent.

 

For Nonqualified Employee Stock Purchase Plans, companies provide a match to employees’ contributions, instead of a discount in stock price. Provided the cost of the plan is not excessive, CSCM generally votes FOR non-qualified plans that include: (1) broad-based participation (2) limits on employee contribution (3) company matching contribution up to 25 percent of the employee’s contribution (4) no discount on stock price on the date of purchase.

 

SHAREHOLDER PROPOSALS REGARDING EXECUTIVE PAY: CASE-BY-CASE

 

CSCM generally votes FOR shareholder proposals that request additional disclosure of executive and director pay information, provided the information requested is relevant to shareholders’ needs, would not put the company at a competitive disadvantage relative to its industry, and is not unduly burdensome to the company.

 

CSCM votes FOR proposals requesting that at least a significant portion of the company’s awards are performance-based. Preferably, performance measures should include long term growth metrics.

 

CSCM votes FOR proposals to require option repricings to be put to a shareholder vote, and FOR proposals to require shareholder votes on compensation plans.

 

CSCM votes AGAINST shareholder proposals that seek to set absolute levels on compensation or otherwise dictate the amount of compensation, and AGAINST shareholder proposals requiring director fees to be paid in stock only.

 

All other shareholder proposals regarding executive and director pay are voted on a case-by-case basis, taking into account company performance, pay level versus peers, pay level versus industry, and long term corporate outlook.

 

EXECUTIVE SEVERANCE AGREEMENTS (GOLDEN PARACHUTES): CASE-BY-CASE

 

CSCM votes FOR shareholder proposals to require golden and tin parachutes (executive severance agreements) to be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts.

 

Proposals to ratify or cancel golden or tin parachutes are evaluated on a case-by-case basis. CSCM will vote AGAINST parachute proposals, when the amount exceeds three times base salary plus guaranteed benefits.

 

CAPITAL STRUCTURE

 

CAPITAL STOCK AUTHORIZATIONS: CASE-BY-CASE

 

CSCM votes proposals for an increase in authorized shares of common or preferred stock on a case-by-case basis, after analyzing the company’s industry and performance in terms of shareholder returns. We

 

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generally vote AGAINST stock increases that are greater than 100 percent, unless the company has provided a specific reason for the increase. We will also vote AGAINST proposals for increases in which the stated purpose is to reserve additional shares to implement a poison pill. (Note: see page 10, for more on preferred stock).

 

STOCK SPLITS AND DIVIDENDS: CASE-BY-CASE

 

CSCM generally votes FOR management proposals to increase common share authorization for a stock split or share dividend, provided that the increase in shares is not excessive. We also generally vote in favor shareholder proposals to initiate a dividend, particularly in the case of poor performing large cap companies with stock option plans result in excessive dilution.

 

MERGERS AND CORPORATE RESTRUCTURING

 

MERGERS AND RESTRUCTURINGS: CASE-BY-CASE

 

A merger, restructuring, or spin-off in some way affects a change in control of the company’s assets. In evaluating the merit such transactions, CSCM will consider the terms of each proposal and will analyze the potential long-term value of the investment. CSCM will support management proposals for a merger or restructuring if the transaction appears to offer fair value, but may oppose them if they include significant changes to corporate governance and takeover defenses that are not in the best interest of shareholders.

 

PREVENT A COMPANY FROM PAYING GREENMAIL: FOR

 

Greenmail is the payment a corporate raider receives for his/her shares. This payment is usually at a premium to the market price, so while greenmail can ensure the continued independence of the company, it discriminates against other shareholders. CSCM will generally vote FOR anti-greenmail provisions.

 

FAIR PRICE PROVISION: AGAINST

 

Standard fair price provisions require that, absent board or shareholder approval of the acquisition, the bidder must pay the remaining shareholders the same price for their shares as was paid to buy the control shares (usually between five and twenty percent of the outstanding shares) that triggered the provision. An acquirer may avoid such a pricing requirement by obtaining the support of holders of at least a majority of disinterested shares. Such provisions may be viewed as marginally favorable to the remaining disinterested shareholders, since achieving a simple majority vote in favor of an attractive offer may not be difficult.

 

CSCM will vote AGAINST fair price provisions, if the shareholder vote requirement, imbedded in the provision, is greater than a majority of disinterested shares.

 

CSCM will vote FOR shareholder proposals to lower the shareholder vote requirements imbedded in existing fair price provisions.

 

STATE ANTITAKEOVER STATUTES: CASE-BY-CASE

 

CSCM evaluates the specific statutes at issue, including their effect on shareholder rights and votes proposals to opt out-of-state takeover statutes on a case-by-case basis.

 

REINCORPORATION: CASE-BY-CASE

 

CSCM will evaluate reincorporation proposals case-by-case and will consider a variety of factors including the impact reincorporation might have on the longer-term valuation of the stock, the quality of the company’s financial disclosure, the impact on current and potential business with the U.S. government,

 

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M&A opportunities and the risk of being forced to reincorporate in the future. CSCM generally supports reincorporation proposals for valid business reasons such as reincorporating in the same state as its corporate headquarters.

 

ANTI-TAKEOVER DEFENSES AND VOTING RELATED ISSUES

 

POISON PILLS: CASE-BY-CASE

 

CSCM votes AGAINST poison pills or (or shareholder rights plans) proposed by a company’s management. Poison pills are triggered by an unwanted takeover attempt and cause a variety of events to occur which may make the company financially less attractive to the suitor. Typically, directors have enacted these plans without shareholder approval.

 

CSCM will always vote FOR shareholder proposals requesting boards to submit their pills to a shareholder vote or redeem them, as poison pills may lead to management entrenchment and can discourage legitimate tender offers.

 

DUAL CLASS CAPITALIZATION WITH UNEQUAL VOTING RIGHTS: CASE-BY-CASE

 

CSCM will vote AGAINST dual class exchange offers and dual class capitalizations with unequal voting rights as they can contribute to the entrenchment of management and allow for voting power to be concentrated in the hands of management and other insiders. CSCM will vote FOR proposals to create a new class of nonvoting or subvoting common stock if intended for purposes with minimal or no dilution to current shareholders or not designed to preserve voting power of insiders or significant shareholders.

 

BLANK CHECK PREFERRED STOCK: CASE-BY-CASE

 

Blank check proposals authorize a class of preferred stock for which voting rights are not established in advance, but are left to the discretion of the Board of Directors when issued. Such proposals may give management needed flexibility to accomplish acquisitions, mergers or financings. On the other hand, such proposals also give the board the ability to place a block of stock with a shareholder sympathetic to management, thereby entrenching management or making takeovers more difficult.

 

CSCM generally votes AGAINST proposals authorizing the creation of new classes of preferred stock, unless the company expressly states that the stock that will not be used as a takeover defense. We also vote AGAINST proposals to increase the number of authorized preferred stock shares, when no shares have been issued or reserved for a specific purpose.

 

CSCM will vote FOR proposals to authorize preferred stock, in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.

 

SUPERMAJORITY VOTING PROVISIONS: AGAINST

 

Supermajority vote requirements in a company’s charter or bylaws require a level of voting approval in excess of a simple majority. Generally supermajority provisions require at least 2/3 affirmative vote for passage of issues.

 

CSCM votes AGAINST supermajority voting provisions, as this requirement can make it difficult for shareholders to effect a change regarding a company and its corporate governance provisions. Requiring more than a simple majority voting shares, for mergers or changes to the charter or bylaws, may permit managements to entrench themselves by blocking amendments that are in the best interests of shareholders.

 

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CUMULATIVE VOTING: CASE-BY-CASE

 

Cumulative voting allows shareholders to “stack” their votes behind one or a few directors running for the board, thereby enabling minority shareholders to secure board representation. CSCM evaluates management proposals regarding cumulative voting, on a case-by-case basis. For companies that do not have a record of strong corporate governance policies, we will generally vote FOR shareholder proposals to restore or provide for cumulative voting.

 

SHAREHOLDER ACTION BY WRITTEN CONSENT: CASE-BY-CASE

 

Written consent allows shareholders to initiate and carry out a shareholder action without waiting until the annual meeting or by calling a special meeting. It permits action to be taken by the written consent of the same percentage of outstanding shares that would be required to effect the proposed action at a shareholder meeting.

 

CSCM will vote FOR shareholder proposals to allow shareholder action by written consent, and we will oppose management proposals that restrict or prohibit shareholder ability to take action by written consent.

 

SHAREHOLDER’S RIGHT TO CALL SPECIAL MEETING: FOR

 

CSCM votes FOR proposals to restore or expand shareholder rights to call special meetings. We vote AGAINST management proposals requiring higher vote requirements in order to call special meetings, and AGAINST proposals that prohibit the right to call meetings.

 

CONFIDENTIAL VOTING: FOR

 

CSCM votes for shareholder proposals requesting companies to adopt confidential voting because confidential voting may eliminate undue pressure from company management. Furthermore, CSCM maintains records which allow our clients to have access to our voting decisions.

 

SOCIAL AND ENVIRONMENTAL ISSUES

 

SHAREHOLDER PROPOSALS REGARDING SOCIAL AND ENVIRONMENTAL ISSUES: CASE-BY-CASE

 

In evaluating social and environmental proposals, CSCM first determines whether the issue should be addressed on a company-specific basis. Many social and environmental proposals are beyond the scope of any one company and are more properly the province of government and broader regulatory action. If this is the case, CSCM recommends voting against the proposal. Most proposals raising issues of public concern require shareholders to apply subjective criteria in determining their voting decisions. While broad social and environmental issues are of concern to everyone, institutional shareholders acting as representatives of their beneficiaries must consider only the economic impact of the proposal on the target company, which in many cases cannot be clearly demonstrated.

 

CSCM considers the following factors in evaluating proposals that address social and environmental issues:

 

   

Cost to implement proposed requirement

 

   

Whether any actual abuses exist

 

   

Whether the company has taken any action to address the problem

 

   

The extent, if any, to which the proposal would interfere with the day-to-day management of the company.

 

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CSCM generally supports proposals that encourage corporate social responsibility. However, CSCM does not support proposals that require a company to cease particular operations, monitor the affairs of other companies with whom it does business, impose quotas, or otherwise interfere with the day-to-day management of a company. In the absence of compelling evidence that a proposal will have a positive economic impact, CSCM believes that these matters are best left to the judgment of management.

 

SIGN OR ENDORSE THE CERES PRINCIPLES: CASE-BY-CASE

 

The CERES Principles represent a voluntary commitment of corporations to continued environmental improvement beyond what is required by government regulation. CERES was formed by the Coalition of Environmentally Responsible Economies in the wake of the March 1989 Exxon Valdez oil spill, to address environmental issues such as protection of the biosphere, sustainable use of natural resources, reduction and disposal of wastes, energy conservation, and employee and community risk reduction. Endorsers of the CERES Principles are required to pay annual fees based on annual revenue of the company.

 

CSCM generally supports shareholder requests for reports on activities related to the goals of the CERES Principles or other in-house environmental programs. Proposals to adopt the CERES Principles are voted on a case-by-case basis, taking into account the company’s current environmental disclosure, its environmental track record, and the practices of peer companies.

 

ENVIRONMENTAL REPORTING: FOR

 

CSCM generally supports shareholder requests for reports seeking additional information on activities regarding environmental programs, particularly when it appears that companies have not adequately addressed shareholder’s environmental concerns.

 

NORTHERN IRELAND (MACBRIDE PRINCIPLES): CASE-BY-CASE

 

The MacBride Principles are aimed at countering anti-Catholic discrimination in employment in the British state of Northern Ireland. These principles require affirmative steps to hire Catholic workers and promote them to management positions, to provide job security and to eliminate inflammatory religious emblems. Divestment of stock is not called for under these principles. CSCM takes the following factors into consideration regarding Northern Ireland resolutions:

 

   

Whether any discrimination charges have been filed against the subject company within the past year;

 

   

Whether the subject company has subscribed to the Fair Employment Agency’s, “Declaration of Principle and Intent.” (Northern Ireland governmental regulations); and

 

   

Whether potentially offensive material is not allowed in the work area (flags, posters, etc.).

 

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DAVIS SELECTED ADVISERS, LP

(“Davis Advisors”)

PROXY VOTING POLICIES AND PROCEDURES

 

Amended as of June 2, 2006

 

Table of Contents

 

I.

  

Introduction

   D-61

II.

  

Guiding Principles

   D-61

III.

  

Fiduciary Duties of Care and Loyalty

   D-63

IV.

  

Detailed Proxy Voting Policies

   D-63

V.

  

Ensuring Proxies are Voted

   D-63

VI.

  

Identifying and Resolving Potential Conflicts of Interest

   D-64

VII.

  

Proxy Oversight Group

   D-65

VIII.

  

Shareholder Activism

   D-65

IX.

  

Obtaining Copies of Davis Advisors’ Proxy Voting Policies and Procedures and/or How Proxies Were Voted

   D-65

X.

  

Summary of Proxy Voting Policies and Procedures

   D-66

XI.

  

Records

   D-66

XII.

  

Amendments

   D-66
  

Exhibit A, “Detailed Proxy Voting Policies”

   D-66

 

I. Introduction

 

Davis Advisors votes on behalf of its clients in matters of corporate governance through the proxy voting process. Davis Advisors takes its ownership responsibilities very seriously and believes the right to vote proxies for its clients’ holdings is a significant asset of the clients. Davis Advisors exercises its voting responsibilities as a fiduciary, solely with the goal of maximizing the value of its clients’ investments.

 

Davis Advisors votes proxies with a focus on the investment implications of each issue. For each proxy vote, Davis Advisors takes into consideration its duty to clients and all other relevant facts available to Davis Advisors at the time of the vote. Therefore, while these guidelines provide a framework for voting, votes are ultimately cast on a case-by-case basis.

 

Davis Advisors has established a Proxy Oversight Group to oversee voting policies and deal with potential conflicts of interest. In evaluating issues, the Proxy Oversight Group may consider information from many sources, including the portfolio manager for each client account, management of a company presenting a proposal, shareholder groups, and independent proxy research services.

 

II. Guiding Principles

 

Proxy voting is a valuable right of company shareholders. Through the voting mechanism, shareholders are able to protect and promote their interests by communicating views directly to the company’s board, as well as exercise their right to grant or withhold approval for actions proposed by the board of directors or

 

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company management. The interests of shareholders are best served by the following principles when considering proxy proposals:

 

Creating Value for Existing Shareholders.     The most important factors that we consider in evaluating proxy issues are: (i) the Company’s or management’s long-term track record of creating value for shareholders. In general, we will consider the recommendations of a management with a good record of creating value for shareholders as more credible than the recommendations of managements with a poor record; (ii) whether, in our estimation, the current proposal being considered will significantly enhance or detract from long-term value for existing shareholders; and (iii) whether a poor record of long term performance resulted from poor management or from factors outside of managements control.

 

Other factors which we consider may include:

 

(a) Shareholder Oriented Management.     One of the factors that Davis Advisors considers in selecting stocks for investment is the presence of shareholder-oriented management. In general, such managements will have a large ownership stake in the company. They will also have a record of taking actions and supporting policies designed to increase the value of the company’s shares and thereby enhance shareholder wealth. Davis Advisors’ research analysts are active in meeting with top management of portfolio companies and in discussing their views on policies or actions which could enhance shareholder value. Whether management shows evidence of responding to reasonable shareholder suggestions, and otherwise improving general corporate governance, is a factor which may be taken into consideration in proxy voting.

 

(b) Allow responsible management teams to run the business.     Because we try generally to invest with “owner oriented” managements (see above), we vote with the recommendation of management on most routine matters, unless circumstances such as long standing poor performance or a change from our initial assessment indicate otherwise. Examples include the election of directors and ratification of auditors. Davis Advisors supports policies, plans and structures that give management teams appropriate latitude to run the business in the way that is most likely to maximize value for owners. Conversely, Davis Advisors opposes proposals that limit management’s ability to do this. Davis Advisors will generally vote with management on shareholder social and environmental proposals on the basis that their impact on share value is difficult to judge and is therefore best done by management.

 

(c) Preserve and expand the power of shareholders in areas of corporate governance.     Equity shareholders are owners of the business, and company boards and management teams are ultimately accountable to them. Davis Advisors supports policies, plans and structures that promote accountability of the board and management to owners, and align the interests of the board and management with owners. Examples include: annual election of all board members and incentive plans that are contingent on delivering value to shareholders. Davis Advisors generally opposes proposals that reduce accountability or misalign interests, including but not limited to classified boards, poison pills, excessive option plans, and repricing of options.

 

(d) Support compensation policies that reward management teams appropriately for performance.     We believe that well thought out incentives are critical to driving long-term shareholder value creation. Management incentives ought to be aligned with the goals of long-term owners. In our view, the basic problem of skyrocketing executive compensation is not high pay for high performance, but high pay for mediocrity or worse. In situations where we feel that the compensation practices at companies we own are not acceptable, we will exercise our discretion to vote against compensation committee members and specific compensation proposals.

 

Davis Advisors exercises its professional judgment in applying these principles to specific proxy votes. Exhibit A, “Detailed Proxy Voting Policies” provides additional explanation of the analysis which Davis Advisors may conduct when applying these guiding principles to specific proxy votes.

 

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III. Fiduciary Duties of Care and Loyalty

 

Advisers are fiduciaries. As fiduciaries, advisers must act in the best interests of their clients. Thus, when voting portfolio securities, Davis Advisors must act in the best interest of the client and not in its own interest.

 

When Davis Advisors has been granted the authority to vote client proxies, Davis Advisors owes the client the duties of “care” and “loyalty”:

 

  (1) The duty of care requires Davis Advisors to monitor corporate actions and vote client proxies if it has undertaken to do so.

 

  (2) The duty of loyalty requires Davis Advisors to cast the proxy votes in a manner that is consistent with the best interests of the client and not subrogate the client’s interest to Davis Advisors’ own interests.

 

IV. Detailed Proxy Voting Policies

 

Section II, “Guiding Principles” describe Davis Advisors’ pre-determined proxy voting policies. Exhibit A, Detailed Proxy Voting Policies provides greater insight into specific factors which Davis Advisors may sometimes consider.

 

V. Ensuring Proxies are Voted

 

The Chief Compliance Officer is responsible for monitoring corporate actions and voting client proxies if Davis Advisors has been assigned the right to vote the proxies.

 

Scope.     If a client has not authorized Davis Advisors to vote its proxies, then these Policies and Procedures shall not apply to that client’s account. The scope of Davis Advisors’ responsibilities with respect to voting proxies are ordinarily determined by Davis Advisors’ contracts with its clients, the disclosures it has made to its clients, and the investment policies and objectives of its clients.

 

Cost/Benefit Analysis.     Davis Advisors is NOT required to vote every proxy. There may be times when refraining from voting a proxy is in the client’s best interest, such as when Davis Advisors determines that the cost of voting the proxy exceeds the expected benefit to the client. Davis Advisors shall not, however, ignore or be negligent in fulfilling the obligation it has assumed to vote client proxies.

 

Davis Advisors is not expected to expend resources if it has no reasonable expectation that doing so will provide a net benefit to its clients. For example, if clients hold only a small position in a company, or if the company’s shares are no longer held by Davis Advisors clients at the time of the meeting, a decision to not vote the proxies, engage management in discussions, or to sell the securities rather than fight the corporate action, may be appropriate, particularly if the issue involved would not significantly affect the value of clients’ holdings.

 

Practical Limitations Relating To Proxy Voting.     While Davis Advisors uses it best efforts to vote proxies, it may not be practical or possible to vote every client proxy. For example, (i) when a client has loaned securities to a third party and Davis Advisors or the client is unable to recall the securities before record date; (ii) if Davis does not receive the proxy ballot/statement in time to vote the proxy; or (iii) if Davis is unable to meet the requirements necessary to vote foreign securities (e.g., shareblocking).

 

Errors by Proxy Administrators.     Davis Advisors may use a proxy administrator or administrators to cast its proxy votes. Errors made by these entities may be beyond Davis’ Advisors’ control to prevent or correct.

 

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Record of Voting

 

The Chief Compliance Officer shall maintain records of how client proxies were voted. The Chief Compliance Officer shall also maintain a record of all votes which are inconsistent with Guiding Principles.

 

VI. Identifying and Resolving Potential Conflicts of Interest

 

Potential Conflicts of Interest

 

A potential conflict of interest arises when Davis Advisors has business interests that may not be consistent with the best interests of its client. In reviewing proxy issues to identify any potential material conflicts between Davis Advisors’ interests and those of its clients, Davis Advisors will consider:

 

  (1) Whether Davis Advisors has an economic incentive to vote in a manner that is not consistent with the best interests of its clients. For example, Davis Advisors may have an economic incentive to vote in a manner that would please corporate management in the hope that doing so might lead corporate management to direct more business to Davis Advisors. Such business could include managing company retirement plans or serving as sub-adviser for funds sponsored by the company; or

 

  (2) Whether there are any business or personal relationships between a Davis Advisors employee and the officers or directors of a company whose securities are held in client accounts that may create an incentive to vote in a manner that is not consistent with the best interests of its clients.

 

Identifying Potential Conflicts of Interest

 

The Chief Compliance Officer is responsible for identifying potential material conflicts of interest and voting the proxies in conformance with direction received from the Proxy Oversight Group. The Chief Compliance Officer shall bring novel or ambiguous issues before the Proxy Oversight Group for guidance.

 

Assessing Materiality .    Materiality will be defined as the potential to have a significant impact on the outcome of a proxy vote. A conflict will be deemed material If (i) Davis Advisors’ clients control more than 2  1 / 2 % of the voting company’s eligible vote; and (ii) more than 2  1 / 2 % of Davis Advisors’ assets under management are controlled by the voting company. If either part of this two part test is not met, then the conflict will be presumed to be immaterial. Materiality will be judged by facts reasonably available to Davis Advisors at the time the materiality determination is made and Davis Advisors is not required to investigate remote relationships or affiliations.

 

Resolving Potential Conflicts of Interest

 

The Proxy Oversight Group is charged with resolving material potential conflicts of interest which it becomes aware of. It is charged with resolving conflicts in a manner that is consistent with the best interests of clients. There are many acceptable methods of resolving potential conflicts, and the Proxy Oversight Group shall exercise its judgment and discretion to determine an appropriate means of resolving a potential conflict in any given situation:

 

  (1) Votes consistent with the Guiding Principles listed in Section II. are presumed to be consistent with the best interests of clients;

 

  (2) Davis Advisors may disclose the conflict to the client and obtain the client’s consent prior to voting the proxy;

 

  (3) Davis Advisors may obtain guidance from an independent third party;

 

  (4) The potential conflict may be immaterial; or

 

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  (5) Other reasonable means of resolving potential conflicts of interest which effectively insulate the decision on how to vote client proxies from the conflict.

 

VII. Proxy Oversight Group

 

Davis Advisors has established a Proxy Oversight Group, a committee of senior Davis Advisors officers, to oversee voting policies and decisions for clients. The Proxy Oversight Group:

 

  (1) Establishes, amends, and interprets proxy voting policies and procedures; and

 

  (2) Resolves conflicts of interest identified by the Compliance Department.

 

Composition of the Proxy Oversight Group

 

The following are the members of the Davis Advisors’ Proxy Oversight Group:

 

  (1) A Proxy Analyst as designated by the Chief Investment Officer from time to time;

 

  (2) Davis Advisors’ Chief Compliance Officer; and

 

  (3) Davis Advisors’ Chief Legal Officer.

 

Two or more members shall constitute a quorum. Meetings may be held by telephone. A vote by a majority of the Proxy Oversight Group shall be binding. Action may be taken without a meeting by memorandum signed by two or more members.

 

VIII. Shareholder Activism

 

Davis Advisors’ fiduciary duties to its clients do not necessarily require Davis Advisors to become a “shareholder activist.” As a practical matter, Davis Advisors will determine whether to engage in management discussion based upon its costs and expected benefits to clients.

 

Prior to casting a single vote, Davis Advisors may use its influence as a large shareholder to highlight certain management practices. Consistent with its fiduciary duties, Davis Advisors may discuss with company management its views on key issues that affect shareholder value. Opening lines of communication with company management to discuss these types of issues can often prove beneficial to Davis Advisors’ clients.

 

IX. Obtaining Copies of Davis Advisors’ Proxy Voting Policies and Procedures and/or How Proxies Were Voted

 

Davis Advisors’ clients may obtain a copy of Davis Advisors’ Proxy Voting Policies and Procedures and/or a record of how their own proxies were voted by writing to:

 

Davis Selected Advisers, L.P.

Attn: Chief Compliance Officer

2949 East Elvira Road, Suite 101

Tucson, Arizona, 85756

 

Information regarding how mutual funds managed by Davis Advisors voted proxies relating to portfolio securities during the most recent 12-month period ended June 30 is available through the Funds’ website (http://www.davisfunds.com, http://www.selectedfunds.com, and http://www.clipperfund.com) and also on the SEC’s website at http://www.sec.gov.

 

No party is entitled to obtain a copy of how proxies other than their own were voted without valid government authority.

 

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X. Summary of Proxy Voting Policies and Procedures

 

Davis Advisors shall maintain a summary of its Proxy Voting Policies and Procedures which also describes how a client may obtain a copy of Davis Advisors’ Proxy Voting Policies and Procedures. This summary shall be included in Davis Advisors’ Form ADV Part II, which is delivered to all new clients.

 

XI. Records

 

Davis Advisors’ Chief Compliance Officer shall retain for the legally required periods the following records:

 

  (a) Copies of Davis Advisors’ Proxy Voting Policies and Procedures and each amendment thereof;

 

  (b) Proxy statements received regarding client securities;

 

  (c) Records of votes Davis Advisors cast on behalf of clients;

 

  (d) Records of written client requests for proxy voting information and Davis Advisors’ response; and

 

  (e) Any documents prepared by Davis Advisors that were material to making a decision how to vote, or that memorialized the basis of the decision.

 

XII. Amendments

 

Davis Advisors’ Proxy Oversight Group may amend these Proxy Voting Policies and Procedures from time to time. Clients shall be notified of material changes.

 

Exhibit A

Davis Selected Advisers, L.P.

Detailed Proxy Voting Policies

 

As Amended: June 2, 2006

 

The Guiding Principles control Davis Advisors’ Proxy Voting.     Davis Advisors attempts to votes proxies in conformance with the Guiding Principles articulated in Section II of the Proxy Voting Policies and Procedures.

 

Following is additional explanation of the analysis which Davis Advisors may conduct when applying these Guiding Principles to specific proxy votes. We will NOT vote as indicated below if, in our judgment, the result would be contrary to our Guiding Principles.

 

I.

   The Board of Directors    D-67

II.

   Executive Compensation    D-68

III.

   Tender Offer Defenses    D-69

IV.

   Proxy Contests    D-70

V.

   Proxy Contest Defenses    D-71

VI.

   Auditors    D-71

VII.

   Miscellaneous Governance Provisions    D-72

VIII.

   State of Incorporation    D-75

IX.

   Mergers and Corporate Restructuring    D-75

X.

   Social and Environmental Issues    D-76

XI.

   Capital Structure    D-76

 

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I.     The Board of Directors

 

A. Voting on Director Nominees in Uncontested Elections

 

  (1) We generally vote with management in the routine election of Directors. As Directors are elected to represent the economic interests of shareholders, our voting on Director Nominees may be shaped by our assessment of a director’s record in representing the interests of shareholders. The most important responsibility of a director is the selection, evaluation and compensation of senior management, and we pay particular attention to directors’ performance in this area. In assessing a director’s performance in selecting and evaluating management, the primary consideration is the company’s long-term track record of creating value for shareholders. In terms of their record on compensation, long-term results will also be a key consideration. Philosophically, we look for directors to construct long-term compensation plans that do not allow for senior executives to be excessively compensated if long-term returns to shareholders are poor. We prefer directors to specify the benchmarks or performance hurdles by which they are evaluating management’s performance. Appropriate hurdles may include the company’s performance relative to its peers and the S&P 500 as well as its cost of equity capital. We expect directors to construct plans such that incentive compensation will not be paid if performance is below these hurdles.

 

  (2) In addition, we believe that stock option re-pricings and exchanges sever the alignment of employee and shareholder interests. Therefore, we will generally withhold votes for any director of any company that has allowed stock options to be re-priced or exchanged at lower prices in the previous year.

 

  (3) Directors also bear responsibility for the presentation of a company’s financial statements and for the choice of broad accounting policies. We believe directors should favor conservative policies. Such policies may include reasonable pension return assumptions and appropriate accounting for stock based compensation, among others.

 

  (4) In voting on director nominees, we may also consider the following factors in order of importance:

 

  (i) long-term corporate performance;

 

  (ii) nominee’s business background and experience;

 

  (iii) nominee’s investment in the company;

 

  (iv) nominee’s ethical track record;

 

  (v) whether a poor record of long term performance resulted from poor management or from factors outside of managements control;

 

  (vi) corporate governance provisions and takeover activity (discussed in Sections III and IV);

 

  (vii) interlocking directorships; and

 

  (viii) other relevant information.

 

B. Majority Voting.

 

We will generally vote for proposals that require a majority vote standard whereby directors must submit their resignation for consideration by the board of directors when they receive less than a majority of the vote cast.

 

We will review on a case-by-case basis proposals that require directors to receive greater than a majority of the vote cast in order to remain on the board.

 

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C. Cumulative Voting.

 

We may either support or vote against cumulative voting depending on the specific facts and circumstances.

 

B. Classification/Declassification of the Board

 

We generally vote against proposals to classify the board.

 

We generally vote for proposals to repeal classified boards and to elect all directors annually.

 

II.     Executive Compensation

 

A. Stock Options, Bonus Plans.

 

In general, we consider executive compensation such as stock option plans and bonus plans to be ordinary business activity. We analyze stock option plans, paying particular attention to their dilutive effects. While we generally support management proposals, we oppose compensation plans which we consider to be excessive.

 

We believe in paying for performance. We recognize that compensation levels must be competitive and realistic and that under a fair system exceptional managers deserve to be paid exceptionally well. Our test to determine whether or not a proposal for long-term incentive compensation is appropriate is based on the following two questions.

 

  1. Over the long-term, what is the minimum level of shareholder returns below which management’s performance would be considered poor?

 

   

Performance below that of the S&P 500.

 

   

Performance below a pre-selected group of competitors.

 

   

Performance below the company’s cost of equity capital.

 

  2. Does the company’s proposed incentive compensation plan (including options and restricted stock) allow for the management to receive significant incentive compensation if long-term returns to shareholders fall below the answer specified above?

 

In most cases, the answer to the first question is unspecified. In virtually all cases, the answer to the second question is “yes,” as most companies use non-qualified stock options and restricted stock for the bulk of their long-term compensation. These options and shares will become enormously valuable even if the shares compound at an unacceptably low rate — or actually do not go up at all but are simply volatile —  over the long term. A fair system of long-term incentive compensation should include a threshold rate of performance below which incentive compensation is not earned. To the extent that long-term incentive compensation proposals are put to a vote, we will examine the long-term track record of the management team, past compensation history, and use of appropriate performance hurdles.

 

We will generally vote against any proposal to allow stock options to be re-priced or exchanged at lower prices. We will generally vote against multi-year authorizations of shares to be used for compensation unless the company’s past actions have been consistent with these policies. We will generally vote in favor of shareholder proposals advocating the addition of performance criteria to long-term compensation plans.

 

B. Positive Compensation Practices.

 

Examples of the positive compensation practices we look for in both selecting companies and deciding how to cast our proxy votes include:

 

  (1) A high proportion of compensation derived from variable, performance-based incentives;

 

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  (2) Incentive formulas that cut both ways, allowing for outsized pay for outsized performance but ensuring undersized pay when performance is poor;

 

  (3) Base salaries that are not excessive;

 

  (4) Company-wide stock-based compensation grants that are capped at reasonable levels to limit dilution;

 

  (5) Stock-based compensation that appropriately aligns management incentives with shareholders, with a strong preference for equity plans that have a cost-of-capital charge or escalating strike price feature as opposed to ordinary restricted stock or plain vanilla options;

 

  (6) Appropriate performance targets and metrics, spelled out in detail in advance of the performance period;

 

  (7) Full and clear disclosure of all forms of management compensation and stock ownership (including full listing of the dollar value of perquisites, value of CEO change of control and termination provisions, pensions, and detail on management’s direct ownership of stock vs. option holdings, ideally presented in a format that is easy to compare and tally rather than tucked away in footnotes);

 

  (8) Compensation committee members with the experience and wherewithal to make the tough decisions that frequently need to be made in determining CEO compensation;

 

  (9) Policies that require executives to continue holding a meaningful portion of their equity compensation after vesting/exercise;

 

  (10) Appropriate cost allocation of charges for stock-based compensation;

 

  (11) Thoughtful evaluation of the present value tradeoff between options, restricted stock and other types of compensation; and

 

  (12) Compensation targets that do not seek to provide compensation above the median of the peer group for mediocre performance. We believe this has contributed to the unacceptably high rates of CEO pay inflation.

 

III.     Tender Offer Defenses

 

A. Poison Pills

 

We will generally vote against management proposals to ratify a poison pill.

 

We will generally vote for shareholder proposals to redeem a poison pill.

 

B. Fair Price Provisions

 

We will generally vote for fair price proposals, as long as the shareholder vote requirement embedded in the provision is no more than a majority of disinterested shares.

 

We will generally vote for shareholder proposals to lower the shareholder vote requirement in existing fair price provisions.

 

C. Greenmail

 

We will generally vote for proposals to adopt anti-greenmail charter or bylaw amendments or otherwise restrict a company’s ability to make greenmail payments.

 

We review on a case-by-case basis anti-greenmail proposals when they are bundled with other charter or bylaw amendments.

 

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D. Pale Greenmail

 

We review on a case-by-case basis restructuring plans that involve the payment of pale greenmail.

 

E. Unequal Voting Rights

 

We will generally vote against dual class exchange offers.

 

We will generally vote against dual class recapitalizations.

 

F. Supermajority Shareholder Vote Requirement to Amend the Charter or Bylaws

 

We will generally vote against management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments.

 

We will generally vote for shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.

 

G. Supermajority Shareholder Vote Requirement to Approve Mergers

 

We will generally vote against management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations.

 

We will generally vote for shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations.

 

H. White Squire Placements

 

We will generally vote for shareholder proposals to require approval of blank check preferred stock issues for other than general corporate purposes.

 

IV.     Proxy Contests

 

A. Voting for Director Nominees in Contested Elections

 

Votes in a contested election of directors are evaluated on a case-by-case basis, considering the following factors:

 

   

long-term financial performance of the target company relative to its industry

 

   

management’s track record

 

   

background to the proxy contest

 

   

qualifications of director nominees (both slates)

 

   

evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met

 

   

stock ownership positions

 

B. Reimburse Proxy Solicitation Expenses

 

Decisions to provide full reimbursement for dissidents waging a proxy contest are made on a case-by-case basis.

 

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V.     Proxy Contest Defenses

 

A. Board Structure: Staggered vs. Annual Elections

 

We will generally vote against proposals to classify the board.

 

We will generally vote for proposals to repeal classified boards and to elect all directors annually.

 

B. Shareholder Ability to Remove Directors

 

We will generally vote against proposals that provide that directors may be removed only for cause.

 

We will generally vote for proposals to restore shareholder ability to remove directors with or without cause.

 

We will generally vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies.

 

We will generally vote for proposals that permit shareholders to elect directors to fill board vacancies.

 

C. Cumulative Voting

 

See discussion under “The Board of Directors”.

 

D. Shareholder Ability to Call Special Meetings

 

We will generally vote against proposals to restrict or prohibit shareholder ability to call special meetings.

 

We will generally vote for proposals that remove restrictions on the right of shareholders to act independently of management.

 

E. Shareholder Ability to Act by Written Consent

 

We will generally vote against proposals to restrict or prohibit shareholder ability to take action by written consent.

 

We will generally vote for proposals to allow or make easier shareholder action by written consent.

 

F. Shareholder Ability to Alter the Size of the Board

 

We will generally vote for proposals that seek to fix the size of the board.

 

We will generally vote against proposals that give management the ability to alter the size of the board without shareholder approval.

 

VI.     Auditors

 

A. Ratifying Auditors

 

We will generally vote for proposals to ratify auditors, unless any of the following apply:

 

   

An auditor has a financial interest in or association with the company (other than to receive reasonable compensation for services rendered), and is therefore not independent,

 

   

Fees for non-audit services are excessive, or

 

   

There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position.

 

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We vote case-by-case on shareholder proposals asking companies to prohibit or limit their auditors from engaging in non-audit services.

 

We will generally vote for shareholder proposals asking for audit firm rotation or partner rotation within an audit firm, unless the rotation period is so short (less than five years) that it would be unduly burdensome to the company (Sarbanes-Oxley mandates that the partners on a company’s audit engagement be subject to five-year term limits).

 

VII.     Miscellaneous Governance Provisions

 

A. Confidential Voting

 

We will generally vote for shareholder proposals that request corporations to adopt confidential voting, use independent tabulators and use independent inspectors of election as long as the proposals include clauses for proxy contests as follows: In the case of a contested election, management is permitted to request that the dissident group honor its confidential voting policy. If the dissidents agree, the policy remains in place. If the dissidents do not agree, the confidential voting policy is waived.

 

We will generally vote for management proposals to adopt confidential voting.

 

B. Equal Access

 

We will generally vote for shareholder proposals that would allow significant company shareholders equal access to management’s proxy material in order to evaluate and propose voting recommendations on proxy proposals and director nominees, and in order to nominate their own candidates to the board.

 

C. Bundled Proposals

 

We review on a case-by-case basis bundled or “conditioned” proxy proposals. In the case of items that are conditioned upon each other, we examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders’ best interests, we will generally vote against the proposals. If the combined effect is positive, we will generally vote for the proposals.

 

D. Shareholder Advisory Committees

 

We review on a case-by-case basis proposals to establish a shareholder advisory committee.

 

E. Stock Ownership Requirements

 

We will generally vote against shareholder proposals requiring directors to own a minimum amount of company stock in order to qualify as a director or to remain on the board (we prefer Directors to be long-term shareholders). We oppose the awarding of stock options to directors.

 

F. Term of Office and Independence of Committees

 

We will generally vote against shareholder proposals to limit the tenure of outside directors.

 

We will generally vote for shareholder proposals that request that the board audit, compensation and/or nominating committees include independent directors exclusively.

 

G. Director and Officer Indemnification and Liability Protection

 

Proposals concerning director and officer indemnification and liability protection are evaluated on a case-by-case basis.

 

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We will generally vote against proposals to limit or eliminate entirely director and officer liability for monetary damages for violating the duty of care.

 

We will generally vote against indemnification proposals that would expand coverage beyond just legal expenses to acts, such as negligence, that are more serious violations of fiduciary obligations than mere carelessness.

 

We will generally vote for only those proposals that provide such expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful if: (1) the director was found to have acted in good faith and in a manner that he reasonably believed was in the best interests of the company, and (2) only if the director’s legal expenses would be covered.

 

H. Charitable Contributions

 

We will generally vote against shareholder proposals to eliminate, direct or otherwise restrict charitable contributions.

 

I. Age Limits

 

We will generally vote against shareholder proposals to impose a mandatory retirement age for outside directors.

 

J. Board Size

 

We will generally vote for proposals seeking to fix the board size or designate a range for the board size.

 

We will generally vote against proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.

 

K. Establish/Amend Nominee Qualifications

 

We vote case-by-case on proposals that establish or amend director qualifications. Votes should be based on how reasonable the criteria are and to what degree they may preclude dissident nominees from joining the board.

 

We will generally vote against shareholder proposals requiring two candidates per board seat.

 

L. Filling Vacancies/Removal of Directors

 

We will generally vote against proposals that provide that directors may be removed only for cause.

 

We will generally vote for proposals to restore shareholder ability to remove directors with or without cause.

 

We will generally vote against proposals that provide that only continuing directors may elect replacements to fill board vacancies.

 

We will generally vote for proposals that permit shareholders to elect directors to fill board vacancies.

 

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M. OBRA-Related Compensation Proposals

 

 

Amendments that Place a Cap on Annual Grant or Amend Administrative Features

 

We will generally vote for plans that simply amend shareholder-approved plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of Section 162(m) of OBRA.

 

 

Amendments to Added Performance-Based Goals

 

We will generally vote for amendments to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) of OBRA.

 

 

Amendments to Increase Shares and Retain Tax Deductions Under OBRA

 

Votes on amendments to existing plans to increase shares reserved and to qualify the plan for favorable tax treatment under the provisions of Section 162(m) are evaluated on a case-by-case basis.

 

 

Approval of Cash or Cash-and-Stock Bonus Plans

 

We will generally vote for cash or cash-and-stock bonus plans to exempt the compensation from taxes under the provisions of Section 162(m) of OBRA where the compensation plans have been historically consistent with our principles described in Section II of this document.

 

N. Shareholder Proposals to Limit Executive and Director Pay

 

We will generally vote for shareholder proposals that seek additional disclosure of executive and director pay information.

 

We review on a case-by-case basis all other shareholder proposals that seek to limit executive and director pay.

 

O. Golden and Tin Parachutes

 

We will generally vote for shareholder proposals to have golden and tin parachutes submitted for shareholder ratification.

 

We will generally review on a case-by-case basis all proposals to ratify or cancel golden or tin parachutes.

 

P. Employee Stock Ownership Plans (ESOPs)

 

We will generally vote for proposals that request shareholder approval in order to implement an ESOP or to increase authorized shares for existing ESOPs, except in cases when the number of shares allocated to the ESOP is “excessive” (i.e., generally greater than five percent of outstanding shares).

 

Q. 401(k) Employee Benefit Plans

 

We will generally vote for proposals to implement a 401(k) savings plan for employees.

 

R. Stock Plans in Lieu of Cash

 

We review plans which provide participants with the option of taking all or a portion of their cash compensation in the form of stock on a case-by-case basis.

 

We will generally vote for plans which provide a dollar-for-dollar cash for stock exchange.

 

We review plans which do not provide a dollar-for-dollar cash for stock exchange on a case-by-case basis.

 

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S. Director Retirement Plans

 

We will generally vote agains t retirement plans for non-employee directors.

 

We will generally vote for shareholder proposals to eliminate retirement plans for non-employee directors.

 

VIII.     State of Incorporation

 

A. Voting on State Takeover Statutes

 

We review on a case-by-case basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freeze out provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions).

 

B. Voting on Reincorporation Proposals

 

Proposals to change a company’s state of incorporation are examined on a case-by-case basis.

 

IX.     Mergers and Corporate Restructurings

 

A. Mergers and Acquisitions

 

Votes on mergers and acquisitions are considered on a case-by-case basis, taking into account at least the following:

 

   

anticipated financial and operating benefits

 

   

offer price (cost vs. premium)

 

   

prospects of the combined companies

 

   

how the deal was negotiated

 

   

changes in corporate governance and their impact on shareholder rights

 

B. Corporate Restructuring

 

Votes on corporate restructuring proposals, including minority squeeze outs, leveraged buyouts, spin-offs, liquidations, and asset sales are considered on a case-by-case basis.

 

C. Spin-offs

 

Votes on spin-offs are considered on a case-by-case basis depending on the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives.

 

D. Asset Sales

 

Votes on asset sales are made on a case-by-case basis after considering the impact on the balance sheet/working capital, value received for the asset, and potential elimination of diseconomies.

 

E. Liquidations

 

Votes on liquidations are made on a case-by-case basis after reviewing management’s efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation.

 

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F. Appraisal Rights

 

We will generally vote for proposals to restore, or provide shareholders with, rights of appraisal.

 

G. Changing Corporate Name

 

We will generally vote for changing the corporate name.

 

X.     Social and Environmental Issues

 

Davis Advisors will generally vote with management on shareholder social and environmental proposals on the basis that their impact on share value is difficult to judge and is therefore best done by management.

 

XI.     Capital Structure

 

A. Common Stock Authorization

 

We review on a case-by-case basis proposals to increase the number of shares of common stock authorized for issue.

 

We use quantitative criteria that measure the number of shares available for issuance after analyzing the company’s industry and performance. Our first step is to determine the number of shares available for issuance (shares not outstanding and not reserved for issuance) as a percentage of the total number of authorized shares after accounting for the requested increase. Shares reserved for legitimate business purposes, such as stock splits or mergers, are subtracted from the pool of shares available. We then compare this percentage to the allowable cap developed for the company’s peer group to determine if the requested increase is reasonable. Each peer group is broken down into four quartiles and within each quartile an “allowable increase” for the company is set. The top quartile performers will have the largest allowable increase.

 

If the requested increase is greater than the “allowable increase” we will generally vote against the proposal.

 

B. Reverse Stock Splits

 

We will review management proposals to implement a reverse stock split on a case-by-case basis. We will generally support a reverse stock split if management provides a reasonable justification for the split.

 

C. Blank Check Preferred Authorization

 

We will generally vote for proposals to create blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover defense or carry superior voting rights.

 

We review on a case-by-case basis proposals that would authorize the creation of new classes of preferred stock with unspecified voting, conversion, dividend and distribution, and other rights.

 

We review on a case-by-case basis proposals to increase the number of authorized blank check preferred shares. If the company does not have any preferred shares outstanding we will generally vote against the requested increase. If the company does have preferred shares outstanding we will use the criteria set forth herein.

 

 

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D. Shareholder Proposals Regarding Blank Check Preferred Stock

 

We will generally vote for shareholder proposals to have blank check preferred stock placements, other than those shares issued for the purpose of raising capital or making acquisitions in the normal course of business, submitted for shareholder ratification.

 

E. Adjust Par Value of Common Stock

 

We will generally vote for management proposals to reduce the par value of common stock.

 

F. Preemptive Rights

 

We review on a case-by-case basis proposals to create or abolish preemptive rights. In evaluating proposals on preemptive rights, we look at the size of a company and the characteristics of its shareholder base.

 

G. Debt Restructurings

 

We review on a case-by-case basis proposals to increase common and/or preferred shares and to issue shares as part of a debt-restructuring plan. We consider the following issues:

 

   

Dilution  — How much will ownership interest of existing shareholders be reduced, and how extreme will dilution to any future earnings be?

 

   

Change in Control  — Will the transaction result in a change in control of the company?

 

   

Bankruptcy  — Is the threat of bankruptcy, which would result in severe losses in shareholder value, the main factor driving the debt restructuring?

 

Generally, we approve proposals that facilitate debt restructurings unless there are clear signs of self-dealing or other abuses.

 

H. Share Repurchase Programs

 

We will generally vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

 

I. Dual-class Stock

 

We will generally vote against proposals to create a new class of common stock with superior voting rights.

 

We will generally vote for proposals to create a new class of nonvoting or subvoting common stock if:

 

   

It is intended for financing purposes with minimal or no dilution to current shareholders.

 

   

It is not designed to preserve the voting power of an insider or significant shareholder.

 

J. Issue Stock for Use with Rights Plan

 

We will generally vote against proposals that increase authorized common stock for the explicit purpose of implementing a shareholder rights plan (poison pill).

 

K. Preferred Stock

 

We will generally vote against proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock).

 

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We will generally vote for proposals to create “declawed” blank check preferred stock (stock that cannot be used as a takeover defense).

 

We will generally vote for proposals to authorize preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.

 

We will generally vote against proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose.

 

We vote case-by-case on proposals to increase the number of blank check preferred shares after analyzing the number of preferred shares available for issue given a company’s industry and performance in terms of shareholder returns.

 

L. Recapitalization

 

We vote case-by-case on recapitalizations (reclassifications of securities), taking into account the following: more simplified capital structure, enhanced liquidity, fairness of conversion terms, impact on voting power and dividends, reasons for the reclassification, conflicts of interest, and other alternatives considered.

 

M. Reverse Stock Splits

 

We will generally vote for management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced.

 

We will generally vote for management proposals to implement a reverse stock split to avoid delisting.

 

Votes on proposals to implement a reverse stock split that do not proportionately reduce the number of shares authorized for issue should be determined on a case-by-case basis.

 

N. Stock Distributions: Splits and Dividends

 

We will generally vote for management proposals to increase the common share authorization for a stock split or share dividend, provided that the increase in authorized shares would not result in an excessive number of shares available for issuance.

 

O. Tracking Stock

 

Votes on the creation of tracking stock are determined on a case-by-case basis, weighing the strategic value of the transaction against such factors as: adverse governance changes, excessive increases in authorized capital stock, unfair method of distribution, diminution of voting rights, adverse conversion features, negative impact on stock option plans, and other alternatives such as a spin-off.

 

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SUMMARY OF THE PROXY VOTING POLICY, PROCEDURES AND GUIDELINES

OF THE DREYFUS FAMILY OF FUNDS

 

The Dreyfus Corporation (“Dreyfus”), through its participation on BNY Mellon’s Proxy Policy Committee (the “PPC”), applies BNY Mellon’s Proxy Voting Policy, related procedures, and voting guidelines when voting proxies on behalf of the funds.

 

Dreyfus recognizes that an investment adviser is a fiduciary that owes its clients, including funds it manages, a duty of utmost good faith and full and fair disclosure of all material facts. An investment adviser’s duty of loyalty requires an adviser to vote proxies in a manner consistent with the best interest of its clients and precludes the adviser from subrogating the clients’ interests to its own. In addition, an investment adviser voting proxies on behalf of a fund must do so in a manner consistent with the best interests of the fund and its shareholders.

 

The Manager seeks to avoid material conflicts of interest by participating in the PPC, which applies detailed, pre-determined written proxy voting guidelines (the “Voting Guidelines”) in an objective and consistent manner across client accounts, based on internal and external research and recommendations provided by a third party vendor, and without consideration of any client relationship factors. Further, Dreyfus and its affiliates engage a third party as an independent fiduciary to vote all proxies of funds managed by BNY Mellon or its affiliates (including the Dreyfus Family of Funds), and may engage an independent fiduciary to vote proxies of other issuers at its discretion.

 

All proxies received by the funds are reviewed, categorized, analyzed and voted in accordance with the Voting Guidelines. The guidelines are reviewed periodically and updated as necessary to reflect new issues and any changes in BNY Mellon’s or Dreyfus’s policies on specific issues. Items that can be categorized under the Voting Guidelines are voted in accordance with any applicable guidelines or referred to the PPC, if the applicable guidelines so require. Proposals that cannot be categorized under the Voting Guidelines are referred to the PPC for discussion and vote. Additionally, the PPC reviews proposals where it has identified a particular company, industry or issue for special scrutiny. With regard to voting proxies of foreign companies, the Dreyfus weighs the cost of voting and potential inability to sell the securities (which may occur during the voting process) against the benefit of voting the proxies to determine whether or not to vote. With respect to securities lending transactions, Dreyfus seeks to balance the economic benefits of continuing to participate in an open securities lending transaction against the inability to vote proxies.

 

When evaluating proposals, the PPC recognizes that the management of a publicly-held company may need protection from the market’s frequent focus on short-term considerations, so as to be able to concentrate on such long-term goals as productivity and development of competitive products and services. In addition, the PPC generally supports proposals designed to provide management with short-term insulation from outside influences so as to enable them to bargain effectively with potential suitors to the extent such proposals are discrete and not bundled with other proposals. The PPC believes that a shareholder’s role in the governance of a publicly-held company is generally limited to monitoring the performance of the company and its management and voting on matters which properly come to a shareholder vote. However, the PPC generally opposes proposals designed to insulate an issuer’s management unnecessarily from the wishes of a majority of shareholders. Accordingly, the PPC generally votes in accordance with management on issues that the PPC believes neither unduly limit the rights and privileges of shareholders nor adversely affect the value of the investment.

 

On questions of social responsibility where economic performance does not appear to be an issue, the PPC attempts to ensure that management reasonably responds to the social issues. Responsiveness will be measured by management’s efforts to address the particular social issue including, where appropriate, assessment of the implications of the proposal to the ongoing operations of the company. The PPC will pay particular attention to repeat issues where management has failed in its commitment in the intervening period to take actions on issues.

 

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In evaluating proposals regarding incentive plans and restricted stock plans, the PPC typically employs a shareholder value transfer model. This model seeks to assess the amount of shareholder equity flowing out of the company to executives as options are exercised. After determining the cost of the plan, the PPC evaluates whether the cost is reasonable based on a number of factors, including industry classification and historical performance information. The MPPC generally votes against proposals that permit or are silent on the repricing or replacement of stock options without shareholder approval or that are silent on repricing and the company has a history of repricing stock options in a manner that the PPC believes is instrumental to shareholders.

 

Information regarding how Dreyfus voted proxies for the Funds is available on the Securities and Exchange Commission’s website at http://www.sec.gov on the Funds’ Form N-PX filed with the Securities and Exchange Commission.

 

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EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC

 

PROXY VOTING

 

Evergreen Investments Management Company LLC (February 1, 2008)

 

PROXY VOTING POLICIES AND PROCEDURES SUMMARY

 

Statement of Principles

 

Evergreen Investment Management Company LLC (Evergreen) recognizes it has a fiduciary duty to vote proxies on behalf of clients who have delegated such responsibility to Evergreen, and that in all cases proxies should be voted in a manner reasonably believed to be in the clients’ best interest.

 

Proxy Committee

 

Evergreen has established a proxy committee (Committee) which is a sub-committee of Evergreen’s Investment Policy Committee. The Committee is responsible for approving Evergreen’s proxy voting policies, procedures and guidelines, for overseeing the proxy voting process, and for reviewing proxy voting on a regular basis. The Committee will meet quarterly to review reports of all proxies voted for the prior period and to conduct other business as required.

 

Share Blocking

 

Evergreen does not vote global proxies, with share blocking restrictions, requiring shares to be prohibited from sale.

 

Conflicts of Interest

 

Evergreen recognizes that under certain circumstances it may have a conflict of interest in voting proxies on behalf of its clients. Such circumstances may include, but are not limited to, situations where Evergreen or one or more of its affiliates has a client or customer relationship with the issuer of the security that is the subject of the proxy vote.

 

In most cases, structural and informational barriers within Evergreen and Wachovia Corporation will prevent Evergreen from becoming aware of the relationship giving rise to the potential conflict of interest. In such circumstances, Evergreen will vote the proxy according to its standard guidelines and procedures described above.

 

If persons involved in proxy voting on behalf of Evergreen become aware of a potential conflict of interest, the Committee shall consult with Evergreen’s Legal Department and consider whether to implement special procedures with respect to the voting of that proxy, including whether an independent third party should be retained to vote the proxy.

 

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CONCISE DOMESTIC PROXY VOTING GUIDELINES

 

The following is a concise summary of the Evergreen Investments Management Company LLC proxy voting policy guidelines for 2008.

 

1. Auditors

 

Ratifying Auditors

 

Vote FOR proposals to ratify auditors, unless any of the following apply:

 

   

An auditor has a financial interest in or association with the company, and is therefore not independent;

 

   

There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position;

 

   

Poor accounting practices are identified that rise to a serious level of concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures; or

 

   

Fees for non-audit services are excessive.

 

Vote CASE-BY-CASE on shareholder proposals asking for audit firm rotation, taking into account:

 

   

The tenure of the audit firm;

 

   

The length of rotation specified in the proposal;

 

   

Any significant audit-related issues at the company;

 

   

The number of audit committee meetings held each year;

 

   

The number of financial experts serving on the committee; and

 

   

Whether the company has a periodic renewal process where the auditor is evaluated for both audit quality and competitive price.

 

2. Board of Directors

 

Voting on Director Nominees in Uncontested Elections

 

Vote AGAINST or WITHHOLD from individual directors who:

 

   

Attend less than 75 percent of the board and committee meetings without a valid excuse;

 

   

Sit on more than six public company boards;

 

   

Are CEOs of public companies who sit on the boards of more than two public companies besides their own-withhold only at their outside boards.

 

Vote AGAINST or WITHHOLD from all nominees of the board of directors, (except from new nominees, who should be considered on a CASE-BY-CASE basis) if:

 

   

The company’s proxy indicates that not all directors attended 75 percent of the aggregate of their board and committee meetings, but fails to provide the required disclosure of the names of the directors involved. If this information cannot be obtained, vote against/withhold from all incumbent directors;

 

   

The company’s poison pill has a dead-hand or modified dead-hand feature. Vote against/withhold every year until this feature is removed;

 

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The board adopts or renews a poison pill without shareholder approval, does not commit to putting it to shareholder vote within 12 months of adoption (or in the case of an newly public company, does not commit to put the pill to a shareholder vote within 12 months following the IPO), or reneges on a commitment to put the pill to a vote, and has not yet received a withhold/against recommendation for this issue;

 

   

The board failed to act on a shareholder proposal that received approval by a majority of the shares outstanding the previous year (a management proposal with other than a FOR recommendation by management will not be considered as sufficient action taken);

 

   

The board failed to act on a shareholder proposal that received approval of the majority of shares cast for the previous two consecutive years (a management proposal with other than a FOR recommendation by management will not be considered as sufficient action taken);

 

   

The board failed to act on takeover offers where the majority of the shareholders tendered their shares;

 

   

At the previous board election, any director received more than 50 percent withhold/against votes of the shares cast and the company has failed to address the underlying issue(s) that caused the high withhold/against vote;

 

   

The company is a Russell 3000 company that underperformed its industry group (GICS group) under ISS’ “Performance Test for Directors” policy;

 

   

The board is classified, and a continuing director responsible for a problematic governance issue at the board/committee level that would warrant a withhold/against vote recommendation is not up for election-any or all appropriate nominees (except new) may be held accountable.

 

Vote AGAINST or WITHHOLD from inside directors and affiliated outside directors when:

 

   

The inside or affiliated outside director serves on any of the three key committees: audit, compensation, or nominating;

 

   

The company lacks an audit, compensation, or nominating committee so that the full board functions as that committee;

 

   

The company lacks a formal nominating committee, even if board attests that the independent directors fulfill the functions of such a committee;

 

   

The full board is less than majority independent.

 

Vote AGAINST or WITHHOLD from the members of the audit committee if:

 

   

The non-audit fees paid to the auditor are excessive (see discussion under “Auditor Ratification”);

 

   

Poor accounting practices are identified which rise to a level of serious concern, such as: fraud; misapplication of GAAP; and material weaknesses identified in Section 404 disclosures; or

 

   

There is persuasive evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.

 

Vote AGAINST or WITHHOLD from the members of the compensation committee if:

 

   

There is a negative correlation between the chief executive’s pay and company performance;

 

   

The company reprices underwater options for stock, cash or other consideration without prior shareholder approval, even if allowed in their equity plan;

 

   

The company fails to submit one-time transfers of stock options to a shareholder vote;

 

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The company fails to fulfill the terms of a burn-rate commitment made to shareholders;

 

   

The company has backdated options (see “Options Backdating” policy);

 

   

The company has poor compensation practices (see “Poor Pay Practices” policy). Poor pay practices may warrant withholding votes from the CEO and potentially the entire board as well.

 

Vote AGAINST or WITHHOLD from directors, individually or the entire board, for egregious actions or failure to replace management as appropriate.

 

Classification/Declassification of the Board

 

Vote AGAINST proposals to classify the board. Vote FOR proposals to repeal classified boards and to elect all directors annually.

 

Cumulative Voting

 

Generally vote AGAINST proposals to eliminate cumulative voting. Generally vote FOR proposals to restore or provide for cumulative voting unless:

 

   

The company has proxy access or a similar structure to allow shareholders to nominate directors to the company’s ballot; and

 

   

The company has adopted a majority vote standard, with a carve-out for plurality voting in situations where there are more nominees than seats, and a director resignation policy to address failed elections.

 

Vote FOR proposals for cumulative voting at controlled companies (insider voting power > 50 percent).

 

Independent Chair (Separate Chair/CEO)

 

Generally vote FOR shareholder proposals requiring the position of chair be filled by an independent director unless there are compelling reasons to recommend against the proposal, such as a counterbalancing governance structure. This should include all of the following:

 

   

Designated lead director, elected by and from the independent board members with clearly delineated and comprehensive duties. (The role may alternatively reside with a presiding director, vice chairman, or rotating lead director; however the director must serve a minimum of one year in order to qualify as a lead director.) At a minimum these should include:

 

   

Presiding at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors,

 

   

Serving as liaison between the chairman and the independent directors,

 

   

Approving information sent to the board,

 

   

Approving meeting agendas for the board,

 

   

Approves meetings schedules to assure that there is sufficient time for discussion of all agenda items,

 

   

Having the authority to call meetings of the independent directors,

 

   

If requested by major shareholders, ensuring that he is available for consultation and direct communication;

 

   

The company publicly discloses a comparison of the duties of its independent lead director and its chairman;

 

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The company publicly discloses a sufficient explanation of why it chooses not to give the position of chairman to the independent lead director, and instead combine the chairman and CEO positions;

 

   

Two-thirds independent board;

 

   

All-independent key committees;

 

   

Established governance guidelines;

 

   

The company should not have underperformed both its peers and index on the basis of both one-year and three-year total shareholder returns, unless there has been a change in the Chairman/CEO position within that time; and

 

   

The company does not have any problematic governance issues.

 

Vote FOR the proposal if the company does not provide disclosure with respect to any or all of the bullet points above. If disclosure is provided, evaluate on a CASE-BY-CASE basis.

 

Majority Vote Shareholder Proposals

 

Generally vote FOR precatory and binding resolutions requesting that the board change the company’s bylaws to stipulate that directors need to be elected with an affirmative majority of votes cast, provided it does not conflict with the state law where the company is incorporated. Binding resolutions need to allow for a carve-out for a plurality vote standard when there are more nominees than board seats. Companies are strongly encouraged to also adopt a post-election policy (also know as a director resignation policy) that will provide guidelines so that the company will promptly address the situation of a holdover director.

 

Open Access

 

Vote shareholder proposals asking for open or proxy access on a CASE-BY-CASE basis, taking into account:

 

   

The ownership threshold proposed in the resolution;

 

   

The proponent’s rationale for the proposal at the targeted company in terms of board and director conduct.

 

3. Proxy Contests

 

Voting for Director Nominees in Contested Elections

 

Vote CASE-BY-CASE on the election of directors in contested elections, considering the following factors:

 

   

Long-term financial performance of the target company relative to its industry;

 

   

Management’s track record;

 

   

Background to the proxy contest;

 

   

Qualifications of director nominees (both slates);

 

   

Strategic plan of dissident slate and quality of critique against management;

 

   

Likelihood that the proposed goals and objectives can be achieved (both slates);

 

   

Stock ownership positions.

 

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Reimbursing Proxy Solicitation Expenses

 

Vote CASE-BY-CASE on proposals to reimburse proxy solicitation expenses. When voting in conjunction with support of a dissident slate, vote FOR the reimbursement of all appropriate proxy solicitation expenses associated with the election.

 

Generally vote FOR shareholder proposals calling for the reimbursement of reasonable costs incurred in connection with nominating one or more candidates in a contested election where the following apply:

 

   

The election of fewer than 50 percent of the directors to be elected is contested in the election;

 

   

One or more of the dissident’s candidates is elected;

 

   

Shareholders are not permitted to cumulate their votes for directors; and

 

   

The election occurred, and the expenses were incurred, after the adoption of this bylaw.

 

4. Takeover Defenses

 

Poison Pills

 

Vote FOR shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it UNLESS the company has: (1) A shareholder approved poison pill in place; or (2) The company has adopted a policy concerning the adoption of a pill in the future specifying that the board will only adopt a shareholder rights plan if either:

 

   

Shareholders have approved the adoption of the plan; or

 

   

The board, in its exercise of its fiduciary responsibilities, determines that it is in the best interest of shareholders under the circumstances to adopt a pill without the delay in adoption that would result from seeking stockholder approval (i.e. the “fiduciary out” provision). A poison pill adopted under this fiduciary out will be put to a shareholder ratification vote within twelve months of adoption or expire. If the pill is not approved by a majority of the votes cast on this issue, the plan will immediately terminate.

 

Vote FOR shareholder proposals calling for poison pills to be put to a vote within a time period of less than one year after adoption. If the company has no non-shareholder approved poison pill in place and has adopted a policy with the provisions outlined above, vote AGAINST the proposal. If these conditions are not met, vote FOR the proposal, but with the caveat that a vote within twelve months would be considered sufficient.

 

Vote CASE-by-CASE on management proposals on poison pill ratification, focusing on the features of the shareholder rights plan. Rights plans should contain the following attributes:

 

   

No lower than a 20 percent trigger, flip-in or flip-over;

 

   

A term of no more than three years;

 

   

No dead-hand, slow-hand, no-hand or similar feature that limits the ability of a future board to redeem the pill;

 

   

Shareholder redemption feature (qualifying offer clause); if the board refuses to redeem the pill 90 days after a qualifying offer is announced, ten percent of the shares may call a special meeting or seek a written consent to vote on rescinding the pill.

 

Shareholder Ability to Call Special Meetings

 

Vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings. Vote FOR proposals that remove restrictions on the right of shareholders to act independently of management.

 

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Supermajority Vote Requirements

 

Vote AGAINST proposals to require a supermajority shareholder vote.

 

Vote FOR proposals to lower supermajority vote requirements.

 

5. Mergers and Corporate Restructurings

 

For mergers and acquisitions, review and evaluate the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:

 

   

Valuation — Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, emphasis is placed on the offer premium, market reaction and strategic rationale.

 

   

Market reaction — How has the market responded to the proposed deal? A negative market reaction should cause closer scrutiny of a deal.

 

   

Strategic rationale — Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions.

 

   

Negotiations and process — Were the terms of the transaction negotiated at arm’s-length? Was the process fair and equitable? A fair process helps to ensure the best price for shareholders. Significant negotiation “wins” can also signify the deal makers’ competency. The comprehensiveness of the sales process (e.g., full auction, partial auction, no auction) can also affect shareholder value.

 

   

Conflicts of interest — Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? As the result of potential conflicts, the directors and officers of the company may be more likely to vote to approve a merger than if they did not hold these interests. Consider whether these interests may have influenced these directors and officers to support or recommend the merger.

 

   

Governance — Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance.

 

6. State of Incorporation

 

Reincorporation Proposals

 

Vote CASE-BY-CASE on proposals to change a company’s state of incorporation, taking into consideration both financial and corporate governance concerns, including the reasons for reincorporating, a comparison of the governance provisions, comparative economic benefits, and a comparison of the jurisdictional laws.

 

7. Capital Structure

 

Common Stock Authorization

 

Vote CASE-BY-CASE on proposals to increase the number of shares of common stock authorized for issuance. Vote FOR proposals to approve increases beyond the allowable increase when a company’s shares are in danger of being de-listed or if a company’s ability to continue to operate as a going concern is

 

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uncertain. In addition, for capital requests less than or equal to 300 percent of the current authorized shares that marginally fail the calculated allowable cap (i.e., exceed the allowable cap by no more than 5 percent), on a CASE-BY-CASE basis, vote FOR the increase based on the company’s performance and whether the company’s ongoing use of shares has shown prudence.

 

Factors should include, at a minimum, the following:

 

   

Rationale;

 

   

Good performance with respect to peers and index on a five-year total shareholder return basis;

 

   

Absence of non-shareholder approved poison pill;

 

   

Reasonable equity compensation burn rate;

 

   

No non-shareholder approved pay plans; and

 

   

Absence of egregious equity compensation practices.

 

Dual-Class Stock

 

Vote AGAINST proposals to create a new class of common stock with superior voting rights. Vote AGAINST proposals at companies with dual-class capital structures to increase the number of authorized shares of the class of stock that has superior voting rights.

 

Vote FOR proposals to create a new class of nonvoting or sub-voting common stock if:

 

   

It is intended for financing purposes with minimal or no dilution to current shareholders;

 

   

It is not designed to preserve the voting power of an insider or significant shareholder.

 

Issue Stock for Use with Rights Plan

 

Vote AGAINST proposals that increase authorized common stock for the explicit purpose of implementing a non-shareholder approved shareholder rights plan (poison pill).

 

Preferred Stock

 

Vote AGAINST proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock). Vote AGAINST proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose.

 

Vote FOR proposals to create “de-clawed” blank check preferred stock (stock that cannot be used as a takeover defense). Vote FOR proposals to authorize preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable. Vote CASE-BY-CASE on proposals to increase the number of blank check preferred shares after analyzing the number of preferred shares available for issue given a company’s industry and performance in terms of shareholder returns.

 

8. Executive and Director Compensation

 

Poor Pay Practices

 

WITHHOLD from compensation committee members, CEO, and potentially the entire board, if the company has poor compensation practices, such as:

 

   

Egregious employment contracts (e.g., those containing multi-year guarantees for bonuses and grants);

 

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Excessive perks that dominate compensation (e.g., tax gross-ups for personal use of corporate aircraft);

 

   

Huge bonus payouts without justifiable performance linkage or proper disclosure;

 

   

Performance metrics that are changed (e.g., canceled or replaced during the performance period without adequate explanation of the action and the link to performance);

 

   

Egregious pension/SERP (supplemental executive retirement plan) payouts (e.g., the inclusion of additional years of service not worked or inclusion of performance-based equity awards in the pension calculation);

 

   

New CEO awarded an overly generous new hire package (e.g., including excessive “make whole” provisions or any of the poor pay practices listed in this policy);

 

   

Excessive severance provisions (e.g., including excessive change in control payments);

 

   

Change in control payouts without loss of job or substantial diminution of job duties;

 

   

Internal pay disparity;

 

   

Options backdating (covered in a separate policy); and

 

Equity Compensation Plans

 

Vote CASE-BY-CASE on equity-based compensation plans. Vote AGAINST the plan if:

 

   

The total cost of the company’s equity plans is unreasonable;

 

   

The plan expressly permits the repricing of stock options without prior shareholder approval;

 

   

There is a disconnect between CEO pay and the company’s performance;

 

   

The company’s three year burn rate exceeds the greater of 2 percent and the mean plus 1 standard deviation of its industry group; or

 

   

The plan is a vehicle for poor pay practices.

 

Director Compensation

 

Vote CASE-BY-CASE on compensation plans for non-employee directors, based on the cost of the plans against the company’s allowable cap. Vote for the plan if ALL of the following qualitative factors in the board’s compensation plan are met and disclosed in the proxy statement:

 

   

Stock ownership guidelines with a minimum of three times the annual cash retainer.

 

   

Vesting schedule or mandatory holding/deferral period:

 

   

A minimum vesting of three years for stock options or restricted stock; or

 

   

Deferred stock payable at the end of a three-year deferral period.

 

   

A balanced mix between cash and equity. If the mix is heavier on equity, the vesting schedule or deferral period should be more stringent, with the lesser of five years or the term of directorship.

 

   

No retirement/benefits and perquisites for non-employee directors; and

 

   

A table with a detailed disclosure of the cash and equity compensation for each non-employee director for the most recent fiscal year.

 

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Employee Stock Purchase Plans — Qualified Plans

 

Vote CASE-BY-CASE on qualified employee stock purchase plans. Vote FOR plans if:

 

   

Purchase price is at least 85 percent of fair market value;

 

   

Offering period is 27 months or less; and

 

   

The number of shares allocated to the plan is ten percent or less of the outstanding shares.

 

Vote AGAINST qualified employee stock purchase plans where any of the following apply:

 

   

Purchase price is less than 85 percent of fair market value; or

 

   

Offering period is greater than 27 months; or

 

   

The number of shares allocated to the plan is more than 10 percent of the outstanding shares.

 

Employee Stock Purchase Plans — Non-Qualified Plans

 

Vote CASE-by-CASE on nonqualified employee stock purchase plans. Vote FOR plans with:

 

   

Broad-based participation (i.e., all employees with the exclusion of individuals with 5 percent or more of beneficial ownership of the company);

 

   

Limits on employee contribution (a fixed dollar amount or a percentage of base salary);

 

   

Company matching contribution up to 25 percent of employee’s contribution, which is effectively a discount of 20 percent from market value;

 

   

No discount on the stock price on the date of purchase since there is a company matching contribution.

 

Vote AGAINST nonqualified employee stock purchase plans when any of the plan features do not meet the above criteria. If the company matching contribution exceeds 25 percent of employee’s contribution, evaluate the cost of the plan against its allowable cap.

 

Options Backdating

 

In cases where a company has practiced options backdating, WITHHOLD on a CASE-BY-CASE basis from the members of the compensation committee, depending on the severity of the practices and the subsequent corrective actions on the part of the board. WITHHOLD from the compensation committee members who oversaw the questionable options grant practices or from current compensation committee members who fail to respond to the issue proactively, depending on several factors, including, but not limited to:

 

   

Reason and motive for the options backdating issue, such as inadvertent vs. deliberate grant date changes;

 

   

Length of time of options backdating;

 

   

Size of restatement due to options backdating;

 

   

Corrective actions taken by the board or compensation committee, such as canceling or repricing backdated options, or recouping option gains on backdated grants;

 

   

Adoption of a grant policy that prohibits backdating, and creation of a fixed grant schedule or window period for equity grants going forward.

 

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Option Exchange Programs/Repricing Options

 

Vote CASE-by-CASE on management proposals seeking approval to exchange/reprice options, considering:

 

   

Historic trading patterns — the stock price should not be so volatile that the options are likely to be back “in-the-money” over the near term;

 

   

Rationale for the re-pricing — was the stock price decline beyond management’s control?

 

   

Is this a value-for-value exchange?

 

   

Are surrendered stock options added back to the plan reserve?

 

   

Option vesting — does the new option vest immediately or is there a black-out period?

 

   

Term of the option — the term should remain the same as that of the replaced option;

 

   

Exercise price — should be set at fair market or a premium to market;

 

   

Participants — executive officers and directors should be excluded.

 

If the surrendered options are added back to the equity plans for re-issuance, then also take into consideration the company’s three-year average burn rate. In addition to the above considerations, evaluate the intent, rationale, and timing of the repricing proposal. The proposal should clearly articulate why the board is choosing to conduct an exchange program at this point in time. Repricing underwater options after a recent precipitous drop in the company’s stock price demonstrates poor timing. Repricing after a recent decline in stock price triggers additional scrutiny and a potential AGAINST vote on the proposal. At a minimum, the decline should not have happened within the past year. Also, consider the terms of the surrendered options, such as the grant date, exercise price and vesting schedule. Grant dates of surrendered options should be far enough back (two to three years) so as not to suggest that repricings are being done to take advantage of short-term downward price movements. Similarly, the exercise price of surrendered options should be above the 52-week high for the stock price.

 

Vote FOR shareholder proposals to put option repricings to a shareholder vote.

 

Stock Plans in Lieu of Cash

 

Vote CASE-by-CASE on plans that provide participants with the option of taking all or a portion of their cash compensation in the form of stock, and on plans that do not provide a dollar-for-dollar cash for stock exchange. In cases where the exchange is not dollar-for-dollar, the request for new or additional shares for such equity program will be considered using the binomial option pricing model. In an effort to capture the total cost of total compensation, ISS will not make any adjustments to carve out the in-lieu-of cash compensation. Vote FOR non-employee director-only equity plans that provide a dollar-for-dollar cash-for-stock exchange.

 

Transfer Programs of Stock Options

 

Vote AGAINST or WITHHOLD from compensation committee members if they fail to submit one-time transfers to shareholders for approval.

 

Vote CASE-BY-CASE on one-time transfers. Vote FOR if:

 

   

Executive officers and non-employee directors are excluded from participating;

 

   

Stock options are purchased by third-party financial institutions at a discount to their fair value using option pricing models such as Black-Scholes or a Binomial Option Valuation or other appropriate financial models;

 

   

There is a two-year minimum holding period for sale proceeds (cash or stock) for all participants.

 

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Additionally, management should provide a clear explanation of why options are being transferred and whether the events leading up to the decline in stock price were beyond management’s control. A review of the company’s historic stock price volatility should indicate if the options are likely to be back “in-the-money” over the near term.

 

Vote AGAINST equity plan proposals if the details of ongoing Transfer of Stock Options programs are not provided to shareholders. Since TSOs will be one of the award types under a stock plan, the ongoing TSO program, structure and mechanics must be disclosed to shareholders. The specific criteria to be considered in evaluating these proposals include, but not limited, to the following:

 

   

Eligibility;

 

   

Vesting;

 

   

Bid-price;

 

   

Term of options;

 

   

Transfer value to third-party financial institution, employees and the company.

 

Amendments to existing plans that allow for introduction of transferability of stock options should make clear that only options granted post-amendment shall be transferable.

 

Shareholder Proposals on Compensation

 

Advisory Vote on Executive Compensation (Say-on-Pay)

 

Generally, vote FOR shareholder proposals that call for non-binding shareholder ratification of the compensation of the named executive officers and the accompanying narrative disclosure of material factors provided to understand the Summary Compensation Table.

 

Compensation Consultants — Disclosure of Board or Company’s Utilization

 

Generally vote FOR shareholder proposals seeking disclosure regarding the company, board, or compensation committee’s use of compensation consultants, such as company name, business relationship(s) and fees paid.

 

Disclosure/Setting Levels or Types of Compensation for Executives and Directors

 

Generally, vote FOR shareholder proposals seeking additional disclosure of executive and director pay information, provided the information requested is relevant to shareholders’ needs, would not put the company at a competitive disadvantage relative to its industry, and is not unduly burdensome to the company. Vote AGAINST shareholder proposals seeking to set absolute levels on compensation or otherwise dictate the amount or form of compensation. Vote AGAINST shareholder proposals requiring director fees be paid in stock only. Vote CASE-BY-CASE on all other shareholder proposals regarding executive and director pay, taking into account company performance, pay level versus peers, pay level versus industry, and long-term corporate outlook.

 

Pay for Superior Performance

 

Generally vote FOR shareholder proposals based on a case-by-case analysis that requests the board establish a pay-for-superior performance standard in the company’s compensation plan for senior executives. The proposal should have the following principles:

 

   

Sets compensation targets for the plan’s annual and long-term incentive pay components at or below the peer group median;

 

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Delivers a majority of the plan’s target long-term compensation through performance-vested, not simply time-vested, equity awards;

 

   

Provides the strategic rationale and relative weightings of the financial and non-financial performance metrics or criteria used in the annual and performance-vested long-term incentive components of the plan;

 

   

Establishes performance targets for each plan financial metric relative to the performance of the company’s peer companies;

 

   

Limits payment under the annual and performance-vested long-term incentive components of the plan to when the company’s performance on its selected financial performance metrics exceeds peer group median performance.

 

Consider the following factors in evaluating this proposal:

 

   

What aspects of the company’s annual and long-term equity incentive programs are performance driven?

 

   

If the annual and long-term equity incentive programs are performance driven, are the performance criteria and hurdle rates disclosed to shareholders or are they benchmarked against a disclosed peer group?

 

   

Can shareholders assess the correlation between pay and performance based on the current disclosure?

 

   

What type of industry and stage of business cycle does the company belong to?

 

Performance-Based Awards

 

Vote CASE-BY-CASE on shareholder proposal requesting that a significant amount of future long-term incentive compensation awarded to senior executives shall be performance-based and requesting that the board adopt and disclose challenging performance metrics to shareholders, based on the following analytical steps:

 

   

First, vote FOR shareholder proposals advocating the use of performance-based equity awards, such as performance contingent options or restricted stock, indexed options or premium-priced options, unless the proposal is overly restrictive or if the company has demonstrated that it is using a “substantial” portion of performance-based awards for its top executives. Standard stock options and performance-accelerated awards do not meet the criteria to be considered as performance-based awards. Further, premium-priced options should have a premium of at least 25 percent and higher to be considered performance-based awards.

 

   

Second, assess the rigor of the company’s performance-based equity program. If the bar set for the performance-based program is too low based on the company’s historical or peer group comparison, generally vote FOR the proposal. Furthermore, if target performance results in an above target payout, vote FOR the shareholder proposal due to program’s poor design. If the company does not disclose the performance metric of the performance-based equity program, vote FOR the shareholder proposal regardless of the outcome of the first step to the test.

 

In general, vote FOR the shareholder proposal if the company does not meet both of these two requirements.

 

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Pre-Arranged Trading Plans (10b5-1 Plans)

 

Generally vote FOR shareholder proposals calling for certain principles regarding the use of prearranged trading plans (10b5-1 plans) for executives. These principles include:

 

   

Adoption, amendment, or termination of a 10b5-1 plan must be disclosed within two business days in a Form 8-K;

 

   

Amendment or early termination of a 10b5-1 plan is allowed only under extraordinary circumstances, as determined by the board;

 

   

Ninety days must elapse between adoption or amendment of a 10b5-1 plan and initial trading under the plan;

 

   

Reports on Form 4 must identify transactions made pursuant to a 10b5-1 plan;

 

   

An executive may not trade in company stock outside the 10b5-1 Plan.

 

   

Trades under a 10b5-1 plan must be handled by a broker who does not handle other securities transactions for the executive.

 

Recoup Bonuses

 

Vote on a CASE-BY-CASE on proposals to recoup unearned incentive bonuses or other incentive payments made to senior executives if it is later determined that fraud, misconduct, or negligence significantly contributed to a restatement of financial results that led to the awarding of unearned incentive compensation, taking into consideration:

 

   

If the company has adopted a formal recoupment bonus policy; or

 

   

If the company has chronic restatement history or material financial problems.

 

Severance Agreements for Executives/Golden Parachutes

 

Vote FOR shareholder proposals to require golden parachutes or executive severance agreements to be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts. Vote on a CASE-BY-CASE basis on proposals to ratify or cancel golden parachutes. An acceptable parachute should include:

 

   

A trigger beyond the control of management;

 

   

The amount should not exceed three times base amount (defined as the average annual taxable W-2 compensation during the five years prior to the year in which the change of control occurs;

 

   

Change-in-control payments should be double-triggered, i.e., (1) after a change in the company’s ownership structure has taken place, and (2) termination of the executive as a result of the change in control.

 

Supplemental Executive Retirement Plans (SERPs)

 

Generally vote FOR shareholder proposals requesting to put extraordinary benefits contained in SERP agreements to a shareholder vote unless the company’s executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans. Generally vote FOR shareholder proposals requesting to limit the executive benefits provided under the company’s supplemental executive retirement plan (SERP) by limiting covered compensation to a senior executive’s annual salary and excluding of all incentive or bonus pay from the plan’s definition of covered compensation used to establish such benefits.

 

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9. Corporate Social Responsibility (CSR) Issues

 

Consumer Lending

 

Vote CASE-BY CASE on requests for reports on the company’s lending guidelines and procedures, including the establishment of a board committee for oversight, taking into account:

 

   

Whether the company has adequately disclosed mechanisms to prevent abusive lending practices;

 

   

Whether the company has adequately disclosed the financial risks of the lending products in question;

 

   

Whether the company has been subject to violations of lending laws or serious lending controversies;

 

   

Peer companies’ policies to prevent abusive lending practices.

 

Pharmaceutical Pricing

 

Generally vote AGAINST proposals requesting that companies implement specific price restraints on pharmaceutical products unless the company fails to adhere to legislative guidelines or industry norms in its product pricing.

 

Vote CASE-BY-CASE on proposals requesting that the company evaluate their product pricing considering:

 

   

The existing level of disclosure on pricing policies;

 

   

Deviation from established industry pricing norms;

 

   

The company’s existing initiatives to provide its products to needy consumers;

 

   

Whether the proposal focuses on specific products or geographic regions.

 

Product Safety and Toxic Materials

 

Generally vote FOR proposals requesting the company to report on its policies, initiatives/procedures, and oversight mechanisms related to toxic materials and/or product safety in its supply chain, unless:

 

   

The company already discloses similar information through existing reports or policies such as a supplier code of conduct and/or a sustainability report;

 

   

The company has formally committed to the implementation of a toxic materials and/or product safety and supply chain reporting and monitoring program based on industry norms or similar standards within a specified time frame; and

 

   

The company has not been recently involved in relevant significant controversies or violations.

 

Vote CASE-BY-CASE on resolutions requesting that companies develop a feasibility assessment to phase out of certain toxic chemicals and/or evaluate and disclose the financial and legal risks associated with utilizing certain chemicals, considering:

 

   

Current regulations in the markets in which the company operates;

 

   

Recent significant controversy, litigation, or fines stemming from toxic chemicals or ingredients at the company; and

 

   

The current level of disclosure on this topic.

 

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Climate Change

 

In general, vote FOR resolutions requesting that a company disclose information on the impact of climate change on the company’s operations unless:

 

   

The company already provides current, publicly available information on the perceived impact that climate change may have on the company as well as associated policies and procedures to address such risks and/or opportunities;

 

   

The company’s level of disclosure is comparable to or better than information provided by industry peers; and

 

   

There are no significant fines, penalties, or litigation associated with the company’s environmental performance.

 

Greenhouse Gas Emissions

 

Generally vote FOR proposals requesting a report on greenhouse gas emissions from company operations and/or products unless this information is already publicly disclosed or such factors are not integral to the company’s line of business. Generally vote AGAINST proposals that call for reduction in greenhouse gas emissions by specified amounts or within a restrictive time frame unless the company lags industry standards and has been the subject of recent, significant fines, or litigation resulting from greenhouse gas emissions.

 

Political Contributions and Trade Associations Spending

 

Generally vote AGAINST proposals asking the company to affirm political nonpartisanship in the workplace so long as:

 

   

The company is in compliance with laws governing corporate political activities; and

 

   

The company has procedures in place to ensure that employee contributions to company-sponsored political action committees (PACs) are strictly voluntary and not coercive.

 

Vote AGAINST proposals to publish in newspapers and public media the company’s political contributions as such publications could present significant cost to the company without providing commensurate value to shareholders. Vote CASE-BY-CASE on proposals to improve the disclosure of a company’s political contributions and trade association spending, considering:

 

   

Recent significant controversy or litigation related to the company’s political contributions or governmental affairs; and

 

   

The public availability of a company policy on political contributions and trade association spending including information on the types of organizations supported, the business rationale for supporting these organizations, and the oversight and compliance procedures related to such expenditures.

 

Vote AGAINST proposals barring the company from making political contributions. Businesses are affected by legislation at the federal, state, and local level and barring contributions can put the company at a competitive disadvantage. Vote AGAINST proposals asking for a list of company executives, directors, consultants, legal counsels, lobbyists, or investment bankers that have prior government service and whether such service had a bearing on the business of the company. Such a list would be burdensome to prepare without providing any meaningful information to shareholders.

 

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Sustainability Reporting

 

Generally vote FOR proposals requesting the company to report on policies and initiatives related to social, economic, and environmental sustainability, unless:

 

   

The company already discloses similar information through existing reports or policies such as an environment, health, and safety (EHS) report; a comprehensive code of corporate conduct; and/or a diversity report; or

 

   

The company has formally committed to the implementation of a reporting program based on Global Reporting Initiative (GRI) guidelines or a similar standard within a specified time frame.

 

CONCISE GLOBAL PROXY VOTING GUIDELINES

 

Following is a concise summary of general policies for voting global proxies. In addition, country- and market-specific policies, which are not captured below.

 

Financial Results/Director and Auditor Reports

 

Vote FOR approval of financial statements and director and auditor reports, unless:

 

   

there are concerns about the accounts presented or audit procedures used; or

 

   

the company is not responsive to shareholder questions about specific items that should be publicly disclosed.

 

Appointment of Auditors and Auditor Compensation

 

Vote FOR the reelection of auditors and proposals authorizing the board to fix auditor fees, unless:

 

   

there are serious concerns about the accounts presented or the audit procedures used;

 

   

the auditors are being changed without explanation; or

 

   

nonaudit-related fees are substantial or are routinely in excess of standard annual audit fees.

 

Vote AGAINST the appointment of external auditors if they have previously served the company in an executive capacity or can otherwise be considered affiliated with the company.

 

Appointment of Internal Statutory Auditors

 

Vote FOR the appointment or reelection of statutory auditors, unless:

 

   

there are serious concerns about the statutory reports presented or the audit procedures used;

 

   

questions exist concerning any of the statutory auditors being appointed; or

 

   

the auditors have previously served the company in an executive capacity or can otherwise be considered affiliated with the company.

 

Allocation of Income

 

Vote FOR approval of the allocation of income, unless:

 

   

the dividend payout ratio has been consistently below 30 percent without adequate explanation; or

 

   

the payout is excessive given the company’s financial position.

 

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Stock (Scrip) Dividend Alternative

 

Vote FOR most stock (scrip) dividend proposals.

 

Vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value.

 

Amendments to Articles of Association

 

Vote amendments to the articles of association on a CASE-BY-CASE basis.

 

Change in Company Fiscal Term

 

Vote FOR resolutions to change a company’s fiscal term unless a company’s motivation for the change is to postpone its AGM.

 

Lower Disclosure Threshold for Stock Ownership

 

Vote AGAINST resolutions to lower the stock ownership disclosure threshold below five percent unless specific reasons exist to implement a lower threshold.

 

Amend Quorum Requirements

 

Vote proposals to amend quorum requirements for shareholder meetings on a CASE-BY-CASE basis.

 

Transact Other Business

 

Vote AGAINST other business when it appears as a voting item.

 

Director Elections

 

Vote FOR management nominees in the election of directors, unless:

 

   

Adequate disclosure has not been met in a timely fashion;

 

   

There are clear concerns over questionable finances or restatements;

 

   

There have been questionable transactions with conflicts of interest;

 

   

There are any records of abuses against minority shareholder interests; and

 

   

The board fails to meet minimum corporate governance standards.

 

Vote FOR individual nominees unless there are specific concerns about the individual, such as criminal wrongdoing or breach of fiduciary responsibilities.

 

Vote AGAINST shareholder nominees unless they demonstrate a clear ability to contribute positively to board deliberations.

 

Vote AGAINST individual directors if repeated absences at board meetings have not been explained (in countries where this information is disclosed).

 

Vote FOR employee and/or labor representatives if they sit on either the audit or compensation committee and are required by law to be on those committees. Vote AGAINST employee and/or labor representatives if they sit on either the audit or compensation committee, if they are not required to be on those committees.

 

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Director Compensation

 

Vote FOR proposals to award cash fees to nonexecutive directors unless the amounts are excessive relative to other companies in the country or industry.

 

Vote nonexecutive director compensation proposals that include both cash and share-based components on a CASE-BY-CASE basis.

 

Vote proposals that bundle compensation for both nonexecutive and executive directors into a single resolution on a CASE-BY-CASE basis.

 

Vote AGAINST proposals to introduce retirement benefits for nonexecutive directors.

 

Discharge of Board and Management

 

Vote FOR discharge of the board and management, unless:

 

   

there are serious questions about actions of the board or management for the year in question; or

 

   

legal action is being taken against the board by other shareholders.

 

Vote AGAINST proposals to remove approval of discharge of board and management from the agenda.

 

Director, Officer, and Auditor Indemnification and Liability Provisions

 

Vote proposals seeking indemnification and liability protection for directors and officers on a CASE-BY-CASE basis.

 

Vote AGAINST proposals to indemnify auditors.

 

Board Structure

 

Vote FOR proposals to fix board size.

 

Vote AGAINST the introduction of classified boards and mandatory retirement ages for directors.

 

Vote AGAINST proposals to alter board structure or size in the context of a fight for control of the company or the board.

 

Share Issuance Requests

 

General Issuances

 

Vote FOR issuance requests with preemptive rights to a maximum of 100 percent over currently issued capital.

 

Vote FOR issuance requests without preemptive rights to a maximum of 20 percent of currently issued capital.

 

Specific Issuances

 

Vote on a CASE-BY-CASE basis on all requests, with or without preemptive rights.

 

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Increases in Authorized Capital

 

Vote FOR nonspecific proposals to increase authorized capital up to 100 percent over the current authorization unless the increase would leave the company with less than 30 percent of its new authorization outstanding.

 

Vote FOR specific proposals to increase authorized capital to any amount, unless:

 

   

the specific purpose of the increase (such as a share-based acquisition or merger) does not meet established guidelines for the purpose being proposed; or

 

   

the increase would leave the company with less than 30 percent of its new authorization outstanding after adjusting for all proposed issuances

 

Vote AGAINST proposals to adopt unlimited capital authorizations.

 

Reduction of Capital

 

Vote FOR proposals to reduce capital for routine accounting purposes unless the terms are unfavorable to shareholders.

 

Vote proposals to reduce capital in connection with corporate restructuring on a CASE-BY-CASE basis.

 

Capital Structures

 

Vote FOR resolutions that seek to maintain or convert to a one share, one vote capital structure.

 

Vote AGAINST requests for the creation or continuation of dual class capital structures or the creation of new or additional supervoting shares.

 

Preferred Stock

 

Vote FOR the creation of a new class of preferred stock or for issuances of preferred stock up to 50 percent of issued capital unless the terms of the preferred stock would adversely affect the rights of existing shareholders.

 

Vote FOR the creation/issuance of convertible preferred stock as long as the maximum number of common shares that could be issued upon conversion meets established guidelines on equity issuance requests.

 

Vote AGAINST the creation of a new class of preference shares that would carry superior voting rights to the common shares.

 

Vote AGAINST the creation of blank check preferred stock unless the board clearly states that the authorization will not be used to thwart a takeover bid.

 

Vote proposals to increase blank check preferred authorizations on a CASE-BY-CASE basis.

 

Debt Issuance Requests

 

Vote nonconvertible debt issuance requests on a CASE-BY-CASE basis, with or without preemptive rights.

 

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Vote FOR the creation/issuance of convertible debt instruments as long as the maximum number of common shares that could be issued upon conversion meets established guidelines on equity issuance requests.

 

Vote FOR proposals to restructure existing debt arrangements unless the terms of the restructuring would adversely affect the rights of shareholders.

 

Pledging of Assets for Debt

 

Vote proposals to approve the pledging of assets for debt on a CASE-BY-CASE basis.

 

Increase in Borrowing Powers

 

Vote proposals to approve increases in a company’s borrowing powers on a CASE-BY-CASE basis.

 

Share Repurchase Plans

 

Vote FOR share repurchase plans, unless:

 

   

clear evidence of past abuse of the authority is available; or

 

   

the plan contains no safeguards against selective buybacks.

 

Reissuance of Shares Repurchased

 

Vote FOR requests to reissue any repurchased shares unless there is clear evidence of abuse of this authority in the past.

 

Capitalization of Reserves for Bonus Issues/Increase In Par Value

 

Vote FOR requests to capitalize reserves for bonus issues of shares or to increase par value.

 

Reorganizations/Restructurings

 

Vote reorganizations and restructurings on a CASE-BY-CASE basis.

 

Mergers and Acquisitions

 

Vote CASE-BY-CASE on mergers and acquisitions taking into account the following:

 

For every M&A analysis, we review publicly available information as of the date of the report and evaluates the merits and drawbacks of the proposed transaction, balancing various and sometimes countervailing factors including:

 

   

Valuation — Is the value to be received by the target shareholders (or paid by the acquirer) reasonable? While the fairness opinion may provide an initial starting point for assessing valuation reasonableness, we place emphasis on the offer premium, market reaction, and strategic rationale.

 

   

Market reaction — How has the market responded to the proposed deal? A negative market reaction will cause more scrutiny.

 

   

Strategic rationale — Does the deal make sense strategically? From where is the value derived? Cost and revenue synergies should not be overly aggressive or optimistic, but reasonably achievable. Management should also have a favorable track record of successful integration of historical acquisitions.

 

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Conflicts of interest — Are insiders benefiting from the transaction disproportionately and inappropriately as compared to non-insider shareholders? We will consider whether any special interests may have influenced these directors and officers to support or recommend the merger.

 

   

Governance — Will the combined company have a better or worse governance profile than the current governance profiles of the respective parties to the transaction? If the governance profile is to change for the worse, the burden is on the company to prove that other issues (such as valuation) outweigh any deterioration in governance.

 

Vote AGAINST if the companies do not provide sufficient information upon request to make an informed voting decision.

 

Mandatory Takeover Bid Waivers

 

Vote proposals to waive mandatory takeover bid requirements on a CASE-BY-CASE basis.

 

Reincorporation Proposals

 

Vote reincorporation proposals on a CASE-BY-CASE basis.

 

Expansion of Business Activities

 

Vote FOR resolutions to expand business activities unless the new business takes the company into risky areas.

 

Related-Party Transactions

 

Vote related-party transactions on a CASE-BY-CASE basis.

 

Compensation Plans

 

Vote compensation plans on a CASE-BY-CASE basis.

 

Antitakeover Mechanisms

 

Vote AGAINST all antitakeover proposals unless they are structured in such a way that they give shareholders the ultimate decision on any proposal or offer.

 

Shareholder Proposals

 

Vote all shareholder proposals on a CASE-BY-CASE basis.

 

Vote FOR proposals that would improve the company’s corporate governance or business profile at a reasonable cost.

 

Vote AGAINST proposals that limit the company’s business activities or capabilities or result in significant costs being incurred with little or no benefit.

 

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FRANKLIN ADVISERS, INC.

 

PROXY VOTING POLICIES & PROCEDURES

 

RESPONSIBILITY OF INVESTMENT MANAGER TO VOTE PROXIES

 

Franklin Advisers, Inc. (hereinafter “Investment Manager”) has delegated its administrative duties with respect to voting proxies to the Proxy Group within Franklin Templeton Companies, LLC (the “Proxy Group”), a wholly-owned subsidiary of Franklin Resources, Inc. Franklin Templeton Companies, LLC provides a variety of general corporate services to its affiliates, including but not limited to legal and compliance activities. Proxy duties consist of analyzing proxy statements of issuers whose stock is owned by any client (including both investment companies and any separate accounts managed by Investment Manager) that has either delegated proxy voting administrative responsibility to Investment Manager or has asked for information and/or recommendations on the issues to be voted. The Proxy Group will process proxy votes on behalf of, and Investment Manager votes proxies solely in the interests of, separate account clients, Investment Manager-managed mutual fund shareholders, or, where employee benefit plan assets are involved, in the interests of the plan participants and beneficiaries (collectively, “Advisory Clients”) that have properly delegated such responsibility or will inform Advisory Clients that have not delegated the voting responsibility but that have requested voting advice about Investment Manager’s views on such proxy votes. The Proxy Group also provides these services to other advisory affiliates of Investment Manager.

 

HOW INVESTMENT MANAGER VOTES PROXIES

 

Fiduciary Considerations

 

All proxies received by the Proxy Group will be voted based upon Investment Manager’s instructions and/or policies. To assist it in analyzing proxies, Investment Manager subscribes to RiskMetrics Group (“RiskMetrics”), an unaffiliated third party corporate governance research service that provides in-depth analyses of shareholder meeting agendas, vote recommendations, record keeping and vote disclosure services. In addition, Investment Manager subscribes to Glass Lewis & Co., LLC (“Glass Lewis”), an unaffiliated third party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies. Although RiskMetrics’ and/or Glass Lewis’s analyses are thoroughly reviewed and considered in making a final voting decision, Investment Manager does not consider recommendations from RiskMetrics, Glass Lewis, or any other third party to be determinative of Investment Manager’s ultimate decision. As a matter of policy, the officers, directors and employees of Investment Manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of Advisory Clients.

 

Conflicts of Interest

 

All conflicts of interest will be resolved in the interests of the Advisory Clients. Investment Manager is an affiliate of a large, diverse financial services firm with many affiliates and makes its best efforts to avoid conflicts of interest. However, conflicts of interest can arise in situations where:

 

 

1.

The issuer is a client 1 of Investment Manager or its affiliates;

 

  2. The issuer is a vendor whose products or services are material or significant to the business of Investment Manager or its affiliates;

 

 

1

For purposes of this section, a “client” does not include underlying investors in a commingled trust, Canadian pooled fund, or other pooled investment vehicle managed by the Investment Manager or its affiliates. Sponsors of funds sub-advised by Investment Manager or its affiliates will be considered a “client.”

 

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3.

The issuer is an entity participating to a material extent in the distribution of investment products advised, administered or sponsored by Investment Manager or its affiliates (e.g., a broker, dealer or bank); 2

 

 

4.

The issuer is a significant executing broker dealer; 3

 

 

5.

An Access Person 4 of Investment Manager or its affiliates also serves as a director or officer of the issuer;

 

 

6.

A director or trustee of Franklin Resources, Inc. or any of its subsidiaries or of a Franklin Templeton investment product, or an immediate family member 5 of such director or trustee, also serves as an officer or director of the issuer; or

 

  7. The issuer is Franklin Resources, Inc. or any of its proprietary investment products.

 

Nonetheless, even though a potential conflict of interest exists, the Investment Manager may vote in opposition to the recommendations of an issuer’s management.

 

Material conflicts of interest are identified by the Proxy Group based upon analyses of client, distributor, broker dealer and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings. The Proxy Group gathers and analyzes this information on a best efforts basis, as much of this information is provided directly by individuals and groups other than the Proxy Group, and the Proxy Group relies on the accuracy of the information it receives from such parties.

 

In situations where a material conflict of interest is identified between the Investment Manager or one of its affiliates and an issuer, the Proxy Group may defer to the voting recommendation of RiskMetrics, Glass Lewis, or those of another independent third party provider of proxy services or send the proxy directly to the relevant Advisory Clients with the Investment Manager’s recommendation regarding the vote for approval. If the conflict is not resolved by the Advisory Client, the Proxy Group may refer the matter, along with the recommended course of action by the Investment Manager, if any, to a Proxy Review Committee comprised of representatives from the Portfolio Management (which may include portfolio managers and/or research analysts employed by Investment Manager), Fund Administration, Legal and Compliance Departments within Franklin Templeton for evaluation and voting instructions. The Proxy Review Committee may defer to the voting recommendation of RiskMetrics, Glass Lewis, or those of another independent third party provider of proxy services or send the proxy directly to the relevant Advisory Clients.

 

Where the Proxy Group or the Proxy Review Committee refer a matter to an Advisory Client, it may rely upon the instructions of a representative of the Advisory Client, such as the board of directors or trustees, a committee of the board, or an appointed delegate in the case of a U. S. registered mutual fund, the conducting officer in the case of an open-ended collective investment scheme formed as a Société d’investissement à capital variable (SICAV), the Independent Review Committee for Canadian investment funds, or a plan administrator in the case of an employee benefit plan. The Proxy Group or the Proxy Review Committee may determine to vote all shares held by Advisory Clients in accordance with the instructions of one or more of the Advisory Clients.

 

 

 

2

The top 40 distributors (based on aggregate 12b-1 distribution fees) will be considered to present a potential conflict of interest. In addition, any insurance company that has entered into a participation agreement with a Franklin Templeton entity to distribute the Franklin Templeton Variable Insurance Products Trust or other variable products will be considered to present a potential conflict of interest.

3

The top 40 executing broker-dealers (based on gross brokerage commissions and client commissions).

4

“Access Person” shall have the meaning provided under the current Code of Ethics of Franklin Resources, Inc.

5

The term “immediate family member” means a person’s spouse; child residing in the person’s household (including step and adoptive children); and any dependent of the person, as defined in Section 152 of the Internal Revenue Code (26 U.S.C. 152)

 

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The Proxy Review Committee may independently review proxies that are identified as presenting material conflicts of interest; determine the appropriate action to be taken in such situations (including whether to defer to an independent third party or refer a matter to an Advisory Client); report the results of such votes to Investment Manager’s clients as may be requested; and recommend changes to the Proxy Voting Policies and Procedures as appropriate.

 

The Proxy Review Committee will also decide whether to vote proxies for securities deemed to present conflicts of interest that are sold following a record date, but before a shareholder meeting date. The Proxy Review Committee may consider various factors in deciding whether to vote such proxies, including Investment Manager’s long-term view of the issuer’s securities for investment, or it may defer the decision to vote to the applicable Advisory Client.

 

Where a material conflict of interest has been identified, but the items on which the Investment Manager’s vote recommendations differ from Glass Lewis, RiskMetrics, or another independent third party provider of proxy services relate specifically to (1) shareholder proposals regarding social or environmental issues or political contributions, (2) “Other Business” without describing the matters that might be considered, or (3) items the Investment Manager wishes to vote in opposition to the recommendations of an issuer’s management, the Proxy Group may defer to the vote recommendations of the Investment Manager rather than sending the proxy directly to the relevant Advisory Clients for approval.

 

To avoid certain potential conflicts of interest, the Investment Manager will employ echo voting, if possible, in the following instances: (1) when a Franklin Templeton investment company invests in an underlying fund in reliance on any one of Sections 12(d)(1)(E), (F), or (G) of the Investment Company Act of 1940, as amended, or pursuant to an SEC exemptive order; (2) when a Franklin Templeton investment company invests uninvested cash in affiliated money market funds pursuant to an SEC exemptive order (“cash sweep arrangement”); or (3) when required pursuant to an account’s governing documents or applicable law. Echo voting means that the Investment Manager will vote the shares in the same proportion as the vote of all of the other holders of the fund’s shares.

 

Weight Given Management Recommendations

 

One of the primary factors Investment Manager considers when determining the desirability of investing in a particular company is the quality and depth of that company’s management. Accordingly, the recommendation of management on any issue is a factor that Investment Manager considers in determining how proxies should be voted. However, Investment Manager does not consider recommendations from management to be determinative of Investment Manager’s ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company’s management. Each issue, however, is considered on its own merits, and Investment Manager will not support the position of a company’s management in any situation where it determines that the ratification of management’s position would adversely affect the investment merits of owning that company’s shares.

 

THE PROXY GROUP

 

The Proxy Group is part of the Franklin Templeton Companies, LLC Legal Department and is overseen by legal counsel. Full-time staff members are devoted to proxy voting administration and providing support and assistance where needed. On a daily basis, the Proxy Group will review each proxy upon receipt as well as any agendas, materials and recommendations that they receive from RiskMetrics, Glass Lewis, or other sources. The Proxy Group maintains a log of all shareholder meetings that are scheduled for companies whose securities are held by Investment Manager’s managed funds and accounts. For each shareholder meeting, a member of the Proxy Group will consult with the research analyst that follows the security and provide the analyst with the meeting notice, agenda, RiskMetrics and/or Glass Lewis analyses, recommendations and any other available information. Except in situations identified as presenting

 

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material conflicts of interest, Investment Manager’s research analyst and relevant portfolio manager(s) are responsible for making the final voting decision based on their review of the agenda, RiskMetrics and/or Glass Lewis analyses, their knowledge of the company and any other information readily available. In situations where the Investment Manager has not responded with vote recommendations to the Proxy Group by the deadline date, the Proxy Group may defer to the vote recommendations of an independent third party provider of proxy services. Except in cases where the Proxy Group is deferring to the voting recommendation of an independent third party service provider, the Proxy Group must obtain voting instructions from Investment Manager’s research analyst, relevant portfolio manager(s), legal counsel and/or the Advisory Client or Proxy Review Committee prior to submitting the vote. In the event that an account holds a security that the Investment Manager did not purchase on its behalf, and the Investment Manager does not normally consider the security as a potential investment for other accounts, the Proxy Group may defer to the voting recommendations of an independent third party service provider.

 

GENERAL PROXY VOTING GUIDELINES

 

Investment Manager has adopted general guidelines for voting proxies as summarized below. In keeping with its fiduciary obligations to its Advisory Clients, Investment Manager reviews all proposals, even those that may be considered to be routine matters. Although these guidelines are to be followed as a general policy, in all cases each proxy and proposal will be considered based on the relevant facts and circumstances. Investment Manager may deviate from the general policies and procedures when it determines that the particular facts and circumstances warrant such deviation to protect the interests of the Advisory Clients. These guidelines cannot provide an exhaustive list of all the issues that may arise nor can Investment Manager anticipate all future situations. Corporate governance issues are diverse and continually evolving and Investment Manager devotes significant time and resources to monitor these changes.

 

INVESTMENT MANAGER’S PROXY VOTING POLICIES AND PRINCIPLES

 

Investment Manager’s proxy voting positions have been developed based on years of experience with proxy voting and corporate governance issues. These principles have been reviewed by various members of Investment Manager’s organization, including portfolio management, legal counsel, and Investment Manager’s officers. The Board of Directors of Franklin Templeton’s U.S.-registered mutual funds will approve the proxy voting policies and procedures annually.

 

The following guidelines reflect what Investment Manager believes to be good corporate governance and behavior:

 

Board of Directors:     The election of directors and an independent board are key to good corporate governance. Directors are expected to be competent individuals and they should be accountable and responsive to shareholders. Investment Manager supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. Investment Manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. Investment Manager will consider withholding votes from directors who have attended less than 75% of meetings without a valid reason. While generally in favor of separating Chairman and CEO positions, Investment Manager will review this issue on a case-by-case basis taking into consideration other factors including the company’s corporate governance guidelines and performance. Investment Manager evaluates proposals to restore or provide for cumulative voting on a case-by-case basis and considers such factors as corporate governance provisions as well as relative performance. The Investment Manager generally will support non-binding shareholder proposals to require a majority vote standard for the election of directors; however, if these proposals are binding, the Investment Manager will give careful review on a case-by-case basis of the potential ramifications of such implementation.

 

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Ratification of Auditors:     Investment Manager will closely scrutinize the role and performance of auditors. On a case-by-case basis, Investment Manager will examine proposals relating to non-audit relationships and non-audit fees. Investment Manager will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of accounting irregularities or negligence attributable to the auditors.

 

Management & Director Compensation:     A company’s equity-based compensation plan should be in alignment with the shareholders’ long-term interests. Investment Manager believes that executive compensation should be directly linked to the performance of the company. Investment Manager evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable. Investment Manager reviews the RiskMetrics quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plan. Investment Manager will generally oppose plans that have the potential to be excessively dilutive, and will almost always oppose plans that are structured to allow the repricing of underwater options, or plans that have an automatic share replenishment “evergreen” feature. Investment Manager will generally support employee stock option plans in which the purchase price is at least 85% of fair market value, and when potential dilution is 10% or less.

 

Severance compensation arrangements will be reviewed on a case-by-case basis, although Investment Manager will generally oppose “golden parachutes” that are considered excessive. Investment Manager will normally support proposals that require that a percentage of directors’ compensation be in the form of common stock, as it aligns their interests with those of the shareholders.

 

Anti-Takeover Mechanisms and Related Issues:     Investment Manager generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, Investment Manager conducts an independent review of each anti-takeover proposal. On occasion, Investment Manager may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm Advisory Clients’ interests as stockholders. Investment Manager generally supports proposals that require shareholder rights plans (“poison pills”) to be subject to a shareholder vote. Investment Manager will closely evaluate shareholder rights’ plans on a case-by-case basis to determine whether or not they warrant support. Investment Manager will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. In addition, Investment Manager generally opposes any supermajority voting requirements as well as the payment of “greenmail.” Investment Manager usually supports “fair price” provisions and confidential voting.

 

Changes to Capital Structure:     Investment Manager realizes that a company’s financing decisions have a significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or the assumption of additional debt. Investment Manager will carefully review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. Investment Manager will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. Investment Manager will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance are deemed reasonable. Investment Manager will review proposals seeking preemptive rights on a case-by-case basis.

 

Mergers and Corporate Restructuring:     Mergers and acquisitions will be subject to careful review by the research analyst to determine whether they would be beneficial to shareholders. Investment Manager will analyze various economic and strategic factors in making the final decision on a merger or acquisition. Corporate restructuring proposals are also subject to a thorough examination on a case-by-case basis.

 

Social and Corporate Policy Issues:     As a fiduciary, Investment Manager is primarily concerned about the financial interests of its Advisory Clients. Investment Manager will generally give management discretion

 

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with regard to social, environmental and ethical issues although Investment Manager may vote in favor of those issues that are believed to have significant economic benefits or implications.

 

Global Corporate Governance:     Investment Manager manages investments in countries worldwide. Many of the tenets discussed above are applied to Investment Manager’s proxy voting decisions for international investments. However, Investment Manager must be flexible in these worldwide markets and must be mindful of the varied market practices of each region. As experienced money managers, Investment Manager’s analysts are skilled in understanding the complexities of the regions in which they specialize and are trained to analyze proxy issues germane to their regions.

 

PROXY PROCEDURES

 

The Proxy Group is fully cognizant of its responsibility to process proxies and maintain proxy records pursuant to SEC rules and regulations. In addition, Investment Manager understands its fiduciary duty to vote proxies and that proxy voting decisions may affect the value of shareholdings. Therefore, Investment Manager will generally attempt to process every proxy it receives for all domestic and foreign securities. However, there may be situations in which Investment Manager may be unable to vote a proxy, or may chose not to vote a proxy, such as where: (i) a meeting notice was received too late; (ii) there are fees imposed upon the exercise of a vote and it is determined that such fees outweigh the benefit of voting; (iii) there are legal encumbrances to voting, including blocking restrictions in certain markets that preclude the ability to dispose of a security if Investment Manager votes a proxy or where Investment Manager is prohibited from voting by applicable law or other regulatory or market requirements, including but not limited to, effective Powers of Attorney; (iv) the Investment Manager held shares on the record date but has sold them prior to the meeting date; (v) proxy voting service is not offered by the custodian in the market; (vi) the Investment Manager believes it is not in the best interest of the Advisory Client to vote the proxy for any other reason not enumerated herein; or (vii) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person. Investment Manager or its affiliates may, on behalf of one or more of the registered investment companies advised by Investment Manager or its affiliates, determine to use its best efforts to recall any security on loan where Investment Manager or its affiliates (a) learn of a vote on a material event that may affect a security on loan and (b) determine that it is in the best interests of such registered investment companies to recall the security for voting purposes. Investment Managers will not generally make such efforts on behalf of other Advisory Clients, or notify such Advisory Clients or their custodians that Investment Manager or its affiliates has learned of such a vote.

 

Investment Manager may vote against an agenda item where no further information is provided, particularly in non-U.S. markets. For example, if “Other Business” is listed on the agenda with no further information included in the proxy materials, Investment Manager may vote against the item to send a message to the company that if it had provided additional information, Investment Manager may have voted in favor of that item. Investment Manager may also enter a “withhold” vote on the election of certain directors from time to time based on individual situations, particularly where Investment Manager is not in favor of electing a director and there is no provision for voting against such director.

 

The following describes the standard procedures that are to be followed with respect to carrying out Investment Manager’s proxy policy:

 

  1. The Proxy Group will identify all Advisory Clients, maintain a list of those clients, and indicate those Advisory Clients who have delegated proxy voting authority to the Investment Manager. The Proxy Group will periodically review and update this list.

 

  2. All relevant information in the proxy materials received (e.g., the record date of the meeting) will be recorded immediately by the Proxy Group in a database to maintain control over such materials.

 

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  3. The Proxy Group will review and compile information on each proxy upon receipt of any agendas, materials, reports, recommendations from RiskMetrics and/or Glass Lewis, or other information. The Proxy Group will then forward this information to the appropriate research analyst and/or legal counsel for review and voting instructions.

 

  4. In determining how to vote, Investment Manager’s analysts and relevant portfolio manager(s) will consider the General Proxy Voting Guidelines set forth above, their in-depth knowledge of the company, any readily available information and research about the company and its agenda items, and the recommendations put forth by RiskMetrics, Glass Lewis, or other independent third party providers of proxy services.

 

  5. The Proxy Group is responsible for maintaining the documentation that supports Investment Manager’s voting position. Such documentation may include, but is not limited to, any information provided by RiskMetrics, Glass Lewis, or other proxy service providers, and, especially as to non-routine, materially significant or controversial matters, memoranda describing the position it has taken. Additionally, the Proxy Group may include documentation obtained from the research analyst, portfolio manager, legal counsel and/or the Proxy Review Committee.

 

  6. After the proxy is completed but before it is returned to the issuer and/or its agent, the Proxy Group may review those situations including special or unique documentation to determine that the appropriate documentation has been created, including conflict of interest screening.

 

  7. The Proxy Group will attempt to submit Investment Manager’s vote on all proxies to RiskMetrics for processing at least three days prior to the meeting for U.S. securities and 10 days prior to the meeting for foreign securities. However, in certain foreign jurisdictions it may be impossible to return the proxy 10 days in advance of the meeting. In these situations, the Proxy Group will use its best efforts to send the proxy vote to RiskMetrics in sufficient time for the vote to be processed.

 

  8. The Proxy Group will file Powers of Attorney in all jurisdictions that require such documentation on a best efforts basis.

 

  9. The Proxy Group prepares reports for each Advisory Client that has requested a record of votes cast. The report specifies the proxy issues that have been voted for the Advisory Client during the requested period and the position taken with respect to each issue. The Proxy Group sends one copy to the Advisory Client, retains a copy in the Proxy Group’s files and forwards a copy to either the appropriate portfolio manager or the client service representative. While many Advisory Clients prefer quarterly or annual reports, the Proxy Group will provide reports for any timeframe requested by an Advisory Client.

 

  10. If the Franklin Templeton Services, LLC Fund Treasury Department learns of a vote on a material event that will affect a security on loan from a proprietary registered investment company, the Fund Treasury Department will notify Investment Manager and obtain instructions regarding whether Investment Manager desires the Fund Treasury Department to contact the custodian bank in an effort to retrieve the securities. If so requested by Investment Manager, the Fund Treasury Department shall use its best efforts to recall any security on loan and will use other practicable and legally enforceable means to ensure that Investment Manager is able to fulfill its fiduciary duty to vote proxies for Advisory Clients with respect to such loaned securities. The Fund Treasury Department will advise the Proxy Group of all recalled securities.

 

  11. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, on a timely basis, will file all required Form N-PXs, with respect to proprietary registered investment company clients, disclose that its proxy voting record is available on the web site, and will make available the information disclosed in its Form N-PX as soon as is reasonably practicable after filing Form N-PX with the SEC.

 

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  12. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, will ensure that all required disclosure about proxy voting of the proprietary registered investment company clients is made in such clients’ disclosure documents.

 

  13. The Proxy Group will review the guidelines of RiskMetrics and Glass Lewis, with special emphasis on the factors they use with respect to proxy voting recommendations.

 

  14. The Proxy Group will familiarize itself with the procedures of RiskMetrics that govern the transmission of proxy voting information from the Proxy Group to RiskMetrics and periodically review how well this process is functioning.

 

  15. The Proxy Group will investigate, or cause others to investigate, any and all instances where these Procedures have been violated or there is evidence that they are not being followed. Based upon the findings of these investigations, the Proxy Group, if practicable, will recommend amendments to these Procedures to minimize the likelihood of the reoccurrence of non-compliance.

 

  16. At least annually, the Proxy Group will verify that:

 

   

Each proxy or a sample of proxies received has been voted in a manner consistent with these Procedures and the Proxy Voting Guidelines;

 

   

Each proxy or sample of proxies received has been voted in accordance with the instructions of the Investment Manager;

 

   

Adequate disclosure has been made to clients and fund shareholders about the procedures and how proxies were voted; and

 

   

Timely filings were made with applicable regulators related to proxy voting.

 

The Proxy Group is responsible for maintaining appropriate proxy voting records. Such records will include, but are not limited to, a copy of all materials returned to the issuer and/or its agent, the documentation described above, listings of proxies voted by issuer and by client, and any other relevant information. The Proxy Group may use an outside service such as RiskMetrics to support this function. All records will be retained for at least five years, the first two of which will be on-site. Advisory Clients may request copies of their proxy voting records by calling the Proxy Group collect at 1-954-527-7678, or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Advisory Clients may review Investment Manager’s proxy voting policies and procedures on-line at www.franklintempleton.com and may request additional copies by calling the number above. For U.S. proprietary registered investment companies, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.com no later than August 31 of each year. For proprietary Canadian mutual fund products, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.ca no later than August 31 of each year. The Proxy Group will periodically review web site posting and update the posting when necessary. In addition, the Proxy Group is responsible for ensuring that the proxy voting policies, procedures and records of the Investment Manager are available as required by law and is responsible for overseeing the filing of such policies, procedures and mutual fund voting records with the SEC, the CSA and other applicable regulators.

 

As of January 15, 2009

 

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FRANKLIN ADVISORY SERVICES, LLC

 

PROXY VOTING POLICIES & PROCEDURES

 

RESPONSIBILITY OF INVESTMENT MANAGER TO VOTE PROXIES

 

Franklin Advisory Services, LLC (hereinafter “Investment Manager”) has delegated its administrative duties with respect to voting proxies to the Proxy Group within Franklin Templeton Companies, LLC (the “Proxy Group”), a wholly-owned subsidiary of Franklin Resources, Inc. Franklin Templeton Companies, LLC provides a variety of general corporate services to its affiliates, including but not limited to legal and compliance activities. Proxy duties consist of analyzing proxy statements of issuers whose stock is owned by any client (including both investment companies and any separate accounts managed by Investment Manager) that has either delegated proxy voting administrative responsibility to Investment Manager or has asked for information and/or recommendations on the issues to be voted. The Proxy Group will process proxy votes on behalf of, and Investment Manager votes proxies solely in the interests of, separate account clients, Investment Manager-managed mutual fund shareholders, or, where employee benefit plan assets are involved, in the interests of the plan participants and beneficiaries (collectively, “Advisory Clients”) that have properly delegated such responsibility or will inform Advisory Clients that have not delegated the voting responsibility but that have requested voting advice about Investment Manager’s views on such proxy votes. The Proxy Group also provides these services to other advisory affiliates of Investment Manager.

 

HOW INVESTMENT MANAGER VOTES PROXIES

 

Fiduciary Considerations

 

All proxies received by the Proxy Group will be voted based upon Investment Manager’s instructions and/or policies. To assist it in analyzing proxies, Investment Manager subscribes to RiskMetrics Group (“RiskMetrics”), an unaffiliated third party corporate governance research service that provides in-depth analyses of shareholder meeting agendas, vote recommendations, record keeping and vote disclosure services. In addition, Investment Manager subscribes to Glass Lewis & Co., LLC (“Glass Lewis”), an unaffiliated third party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies. Although RiskMetrics’ and/or Glass Lewis’s analyses are thoroughly reviewed and considered in making a final voting decision, Investment Manager does not consider recommendations from RiskMetrics, Glass Lewis, or any other third party to be determinative of Investment Manager’s ultimate decision. As a matter of policy, the officers, directors and employees of Investment Manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of Advisory Clients.

 

Conflicts of Interest

 

All conflicts of interest will be resolved in the interests of the Advisory Clients. Investment Manager is an affiliate of a large, diverse financial services firm with many affiliates and makes its best efforts to avoid conflicts of interest. However, conflicts of interest can arise in situations where:

 

 

1.

The issuer is a client 1 of Investment Manager or its affiliates;

 

  2. The issuer is a vendor whose products or services are material or significant to the business of Investment Manager or its affiliates;

 

 

1

For purposes of this section, a “client” does not include underlying investors in a commingled trust, Canadian pooled fund, or other pooled investment vehicle managed by the Investment Manager or its affiliates. Sponsors of funds sub-advised by Investment Manager or its affiliates will be considered a “client.”

 

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3.

The issuer is an entity participating to a material extent in the distribution of investment products advised, administered or sponsored by Investment Manager or its affiliates (e.g., a broker, dealer or bank); 2

 

 

4.

The issuer is a significant executing broker dealer; 3

 

 

5.

An Access Person 4 of Investment Manager or its affiliates also serves as a director or officer of the issuer;

 

 

6.

A director or trustee of Franklin Resources, Inc. or any of its subsidiaries or of a Franklin Templeton investment product, or an immediate family member 5 of such director or trustee, also serves as an officer or director of the issuer; or

 

  7. The issuer is Franklin Resources, Inc. or any of its proprietary investment products.

 

Nonetheless, even though a potential conflict of interest exists, the Investment Manager may vote in opposition to the recommendations of an issuer’s management.

 

Material conflicts of interest are identified by the Proxy Group based upon analyses of client, distributor, broker dealer and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings. The Proxy Group gathers and analyzes this information on a best efforts basis, as much of this information is provided directly by individuals and groups other than the Proxy Group, and the Proxy Group relies on the accuracy of the information it receives from such parties.

 

In situations where a material conflict of interest is identified between the Investment Manager or one of its affiliates and an issuer, the Proxy Group may defer to the voting recommendation of RiskMetrics, Glass Lewis, or those of another independent third party provider of proxy services or send the proxy directly to the relevant Advisory Clients with the Investment Manager’s recommendation regarding the vote for approval. If the conflict is not resolved by the Advisory Client, the Proxy Group may refer the matter, along with the recommended course of action by the Investment Manager, if any, to a Proxy Review Committee comprised of representatives from the Portfolio Management (which may include portfolio managers and/or research analysts employed by Investment Manager), Fund Administration, Legal and Compliance Departments within Franklin Templeton for evaluation and voting instructions. The Proxy Review Committee may defer to the voting recommendation of RiskMetrics, Glass Lewis, or those of another independent third party provider of proxy services or send the proxy directly to the relevant Advisory Clients.

 

Where the Proxy Group or the Proxy Review Committee refer a matter to an Advisory Client, it may rely upon the instructions of a representative of the Advisory Client, such as the board of directors or trustees, a committee of the board, or an appointed delegate in the case of a U. S. registered mutual fund, the conducting officer in the case of an open-ended collective investment scheme formed as a Société d’investissement à capital variable (SICAV), the Independent Review Committee for Canadian investment funds, or a plan administrator in the case of an employee benefit plan. The Proxy Group or the Proxy Review Committee may determine to vote all shares held by Advisory Clients in accordance with the instructions of one or more of the Advisory Clients.

 

 

2

The top 40 distributors (based on aggregate 12b-1 distribution fees) will be considered to present a potential conflict of interest. In addition, any insurance company that has entered into a participation agreement with a Franklin Templeton entity to distribute the Franklin Templeton Variable Insurance Products Trust or other variable products will be considered to present a potential conflict of interest.

3

The top 40 executing broker-dealers (based on gross brokerage commissions and client commissions).

4

“Access Person” shall have the meaning provided under the current Code of Ethics of Franklin Resources, Inc.

5

The term “immediate family member” means a person’s spouse; child residing in the person’s household (including step and adoptive children); and any dependent of the person, as defined in Section 152 of the Internal Revenue Code (26 U.S.C. 152).

 

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The Proxy Review Committee may independently review proxies that are identified as presenting material conflicts of interest; determine the appropriate action to be taken in such situations (including whether to defer to an independent third party or refer a matter to an Advisory Client); report the results of such votes to Investment Manager’s clients as may be requested; and recommend changes to the Proxy Voting Policies and Procedures as appropriate.

 

The Proxy Review Committee will also decide whether to vote proxies for securities deemed to present conflicts of interest that are sold following a record date, but before a shareholder meeting date. The Proxy Review Committee may consider various factors in deciding whether to vote such proxies, including Investment Manager’s long-term view of the issuer’s securities for investment, or it may defer the decision to vote to the applicable Advisory Client.

 

Where a material conflict of interest has been identified, but the items on which the Investment Manager’s vote recommendations differ from Glass Lewis, RiskMetrics, or another independent third party provider of proxy services relate specifically to (1) shareholder proposals regarding social or environmental issues or political contributions, (2) “Other Business” without describing the matters that might be considered, or (3) items the Investment Manager wishes to vote in opposition to the recommendations of an issuer’s management, the Proxy Group may defer to the vote recommendations of the Investment Manager rather than sending the proxy directly to the relevant Advisory Clients for approval.

 

To avoid certain potential conflicts of interest, the Investment Manager will employ echo voting, if possible, in the following instances: (1) when a Franklin Templeton investment company invests in an underlying fund in reliance on any one of Sections 12(d)(1)(E), (F), or (G) of the Investment Company Act of 1940, as amended, or pursuant to an SEC exemptive order; (2) when a Franklin Templeton investment company invests uninvested cash in affiliated money market funds pursuant to an SEC exemptive order (“cash sweep arrangement”); or (3) when required pursuant to an account’s governing documents or applicable law. Echo voting means that the Investment Manager will vote the shares in the same proportion as the vote of all of the other holders of the fund’s shares.

 

Weight Given Management Recommendations

 

One of the primary factors Investment Manager considers when determining the desirability of investing in a particular company is the quality and depth of that company’s management. Accordingly, the recommendation of management on any issue is a factor that Investment Manager considers in determining how proxies should be voted. However, Investment Manager does not consider recommendations from management to be determinative of Investment Manager’s ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company’s management. Each issue, however, is considered on its own merits, and Investment Manager will not support the position of a company’s management in any situation where it determines that the ratification of management’s position would adversely affect the investment merits of owning that company’s shares.

 

THE PROXY GROUP

 

The Proxy Group is part of the Franklin Templeton Companies, LLC Legal Department and is overseen by legal counsel. Full-time staff members are devoted to proxy voting administration and providing support and assistance where needed. On a daily basis, the Proxy Group will review each proxy upon receipt as well as any agendas, materials and recommendations that they receive from RiskMetrics, Glass Lewis, or other sources. The Proxy Group maintains a log of all shareholder meetings that are scheduled for companies whose securities are held by Investment Manager’s managed funds and accounts. For each shareholder meeting, a member of the Proxy Group will consult with the research analyst that follows the security and provide the analyst with the meeting notice, agenda, RiskMetrics and/or Glass Lewis analyses, recommendations and any other available information. Except in situations identified as presenting

 

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material conflicts of interest, Investment Manager’s research analyst and relevant portfolio manager(s) are responsible for making the final voting decision based on their review of the agenda, RiskMetrics and/or Glass Lewis analyses, their knowledge of the company and any other information readily available. In situations where the Investment Manager has not responded with vote recommendations to the Proxy Group by the deadline date, the Proxy Group may defer to the vote recommendations of an independent third party provider of proxy services. Except in cases where the Proxy Group is deferring to the voting recommendation of an independent third party service provider, the Proxy Group must obtain voting instructions from Investment Manager’s research analyst, relevant portfolio manager(s), legal counsel and/or the Advisory Client or Proxy Review Committee prior to submitting the vote. In the event that an account holds a security that the Investment Manager did not purchase on its behalf, and the Investment Manager does not normally consider the security as a potential investment for other accounts, the Proxy Group may defer to the voting recommendations of an independent third party service provider.

 

GENERAL PROXY VOTING GUIDELINES

 

Investment Manager has adopted general guidelines for voting proxies as summarized below. In keeping with its fiduciary obligations to its Advisory Clients, Investment Manager reviews all proposals, even those that may be considered to be routine matters. Although these guidelines are to be followed as a general policy, in all cases each proxy and proposal will be considered based on the relevant facts and circumstances. Investment Manager may deviate from the general policies and procedures when it determines that the particular facts and circumstances warrant such deviation to protect the interests of the Advisory Clients. These guidelines cannot provide an exhaustive list of all the issues that may arise nor can Investment Manager anticipate all future situations. Corporate governance issues are diverse and continually evolving and Investment Manager devotes significant time and resources to monitor these changes.

 

INVESTMENT MANAGER’S PROXY VOTING POLICIES AND PRINCIPLES

 

Investment Manager’s proxy voting positions have been developed based on years of experience with proxy voting and corporate governance issues. These principles have been reviewed by various members of Investment Manager’s organization, including portfolio management, legal counsel, and Investment Manager’s officers. The Board of Directors of Franklin Templeton’s U.S.-registered mutual funds will approve the proxy voting policies and procedures annually.

 

The following guidelines reflect what Investment Manager believes to be good corporate governance and behavior:

 

Board of Directors:     The election of directors and an independent board are key to good corporate governance. Directors are expected to be competent individuals and they should be accountable and responsive to shareholders. Investment Manager supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. Investment Manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. Investment Manager will consider withholding votes from directors who have attended less than 75% of meetings without a valid reason. Investment Manager will review the issue of separating Chairman and CEO positions on a case-by-case basis taking into consideration other factors including the company’s corporate governance guidelines and performance. Investment Manager evaluates proposals to restore or provide for cumulative voting on a case-by-case basis and considers such factors as corporate governance provisions as well as relative performance. The Investment Manager generally will support non-binding shareholder proposals to require a majority vote standard for the election of directors; however, if these proposals are binding, the Investment Manager will give careful review on a case-by-case basis of the potential ramifications of such implementation.

 

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Ratification of Auditors:     Investment Manager will closely scrutinize the role and performance of auditors. On a case-by-case basis, Investment Manager will examine proposals relating to non-audit relationships and non-audit fees. Investment Manager will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of accounting irregularities or negligence attributable to the auditors.

 

Management & Director Compensation:     A company’s equity-based compensation plan should be in alignment with the shareholders’ long-term interests. Investment Manager believes that executive compensation should be directly linked to the performance of the company. Investment Manager evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable. Investment Manager reviews the RiskMetrics quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plan. Investment Manager will generally oppose plans that have the potential to be excessively dilutive, and will almost always oppose plans that are structured to allow the repricing of underwater options, or plans that have an automatic share replenishment “evergreen” feature. Investment Manager will generally support employee stock option plans in which the purchase price is at least 85% of fair market value, and when potential dilution is 5% or less.

 

Severance compensation arrangements will be reviewed on a case-by-case basis, although Investment Manager will generally oppose “golden parachutes” that are considered excessive. Investment Manager will normally support proposals that require that a percentage of directors’ compensation be in the form of common stock, as it aligns their interests with those of the shareholders.

 

Anti-Takeover Mechanisms and Related Issues:     Investment Manager generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, Investment Manager conducts an independent review of each anti-takeover proposal. On occasion, Investment Manager may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm Advisory Clients’ interests as stockholders. Investment Manager generally supports proposals that require shareholder rights plans (“poison pills”) to be subject to a shareholder vote. Investment Manager will closely evaluate shareholder rights’ plans on a case-by-case basis to determine whether or not they warrant support. Investment Manager will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. In addition, Investment Manager generally opposes any supermajority voting requirements as well as the payment of “greenmail.” Investment Manager usually supports “fair price” provisions and confidential voting.

 

Changes to Capital Structure:     Investment Manager realizes that a company’s financing decisions have a significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or the assumption of additional debt. Investment Manager will carefully review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. Investment Manager will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. Investment Manager will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance are deemed reasonable. Investment Manager will review proposals seeking preemptive rights on a case-by-case basis.

 

Mergers and Corporate Restructuring:     Mergers and acquisitions will be subject to careful review by the research analyst to determine whether they would be beneficial to shareholders. Investment Manager will analyze various economic and strategic factors in making the final decision on a merger or acquisition. Corporate restructuring proposals are also subject to a thorough examination on a case-by-case basis.

 

Social and Corporate Policy Issues:     As a fiduciary, Investment Manager is primarily concerned about the financial interests of its Advisory Clients. Investment Manager will generally give management discretion

 

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with regard to social, environmental and ethical issues although Investment Manager may vote in favor of those issues that are believed to have significant economic benefits or implications.

 

Global Corporate Governance:     Investment Manager manages investments in countries worldwide. Many of the tenets discussed above are applied to Investment Manager’s proxy voting decisions for international investments. However, Investment Manager must be flexible in these worldwide markets and must be mindful of the varied market practices of each region. As experienced money managers, Investment Manager’s analysts are skilled in understanding the complexities of the regions in which they specialize and are trained to analyze proxy issues germane to their regions.

 

PROXY PROCEDURES

 

The Proxy Group is fully cognizant of its responsibility to process proxies and maintain proxy records pursuant to SEC rules and regulations. In addition, Investment Manager understands its fiduciary duty to vote proxies and that proxy voting decisions may affect the value of shareholdings. Therefore, Investment Manager will generally attempt to process every proxy it receives for all domestic and foreign securities. However, there may be situations in which Investment Manager may be unable to vote a proxy, or may chose not to vote a proxy, such as where: (i) a meeting notice was received too late; (ii) there are fees imposed upon the exercise of a vote and it is determined that such fees outweigh the benefit of voting; (iii) there are legal encumbrances to voting, including blocking restrictions in certain markets that preclude the ability to dispose of a security if Investment Manager votes a proxy or where Investment Manager is prohibited from voting by applicable law or other regulatory or market requirements, including but not limited to, effective Powers of Attorney; (iv) the Investment Manager held shares on the record date but has sold them prior to the meeting date; (v) proxy voting service is not offered by the custodian in the market; (vi) the Investment Manager believes it is not in the best interest of the Advisory Client to vote the proxy for any other reason not enumerated herein; or (vii) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person. Investment Manager or its affiliates may, on behalf of one or more of the registered investment companies advised by Investment Manager or its affiliates, determine to use its best efforts to recall any security on loan where Investment Manager or its affiliates (a) learn of a vote on a material event that may affect a security on loan and (b) determine that it is in the best interests of such registered investment companies to recall the security for voting purposes. Investment Managers will not generally make such efforts on behalf of other Advisory Clients, or notify such Advisory Clients or their custodians that Investment Manager or its affiliates has learned of such a vote.

 

Investment Manager may vote against an agenda item where no further information is provided, particularly in non-U.S. markets. For example, if “Other Business” is listed on the agenda with no further information included in the proxy materials, Investment Manager may vote against the item to send a message to the company that if it had provided additional information, Investment Manager may have voted in favor of that item. Investment Manager may also enter a “withhold” vote on the election of certain directors from time to time based on individual situations, particularly where Investment Manager is not in favor of electing a director and there is no provision for voting against such director.

 

The following describes the standard procedures that are to be followed with respect to carrying out Investment Manager’s proxy policy:

 

  1. The Proxy Group will identify all Advisory Clients, maintain a list of those clients, and indicate those Advisory Clients who have delegated proxy voting authority to the Investment Manager. The Proxy Group will periodically review and update this list.

 

  2. All relevant information in the proxy materials received (e.g., the record date of the meeting) will be recorded immediately by the Proxy Group in a database to maintain control over such materials.

 

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  3. The Proxy Group will review and compile information on each proxy upon receipt of any agendas, materials, reports, recommendations from RiskMetrics and/or Glass Lewis, or other information. The Proxy Group will then forward this information to the appropriate research analyst and/or legal counsel for review and voting instructions.

 

  4. In determining how to vote, Investment Manager’s analysts and relevant portfolio manager(s) will consider the General Proxy Voting Guidelines set forth above, their in-depth knowledge of the company, any readily available information and research about the company and its agenda items, and the recommendations put forth by RiskMetrics, Glass Lewis, or other independent third party providers of proxy services.

 

  5. The Proxy Group is responsible for maintaining the documentation that supports Investment Manager’s voting position. Such documentation may include, but is not limited to, any information provided by RiskMetrics, Glass Lewis, or other proxy service providers, and, especially as to non-routine, materially significant or controversial matters, memoranda describing the position it has taken. Additionally, the Proxy Group may include documentation obtained from the research analyst, portfolio manager, legal counsel and/or the Proxy Review Committee.

 

  6. After the proxy is completed but before it is returned to the issuer and/or its agent, the Proxy Group may review those situations including special or unique documentation to determine that the appropriate documentation has been created, including conflict of interest screening.

 

  7. The Proxy Group will attempt to submit Investment Manager’s vote on all proxies to RiskMetrics for processing at least three days prior to the meeting for U.S. securities and 10 days prior to the meeting for foreign securities. However, in certain foreign jurisdictions it may be impossible to return the proxy 10 days in advance of the meeting. In these situations, the Proxy Group will use its best efforts to send the proxy vote to RiskMetrics in sufficient time for the vote to be processed.

 

  8. The Proxy Group will file Powers of Attorney in all jurisdictions that require such documentation on a best efforts basis.

 

  9. The Proxy Group prepares reports for each Advisory Client that has requested a record of votes cast. The report specifies the proxy issues that have been voted for the Advisory Client during the requested period and the position taken with respect to each issue. The Proxy Group sends one copy to the Advisory Client, retains a copy in the Proxy Group’s files and forwards a copy to either the appropriate portfolio manager or the client service representative. While many Advisory Clients prefer quarterly or annual reports, the Proxy Group will provide reports for any timeframe requested by an Advisory Client.

 

  10. If the Franklin Templeton Services, LLC Fund Treasury Department learns of a vote on a material event that will affect a security on loan from a proprietary registered investment company, the Fund Treasury Department will notify Investment Manager and obtain instructions regarding whether Investment Manager desires the Fund Treasury Department to contact the custodian bank in an effort to retrieve the securities. If so requested by Investment Manager, the Fund Treasury Department shall use its best efforts to recall any security on loan and will use other practicable and legally enforceable means to ensure that Investment Manager is able to fulfill its fiduciary duty to vote proxies for Advisory Clients with respect to such loaned securities. The Fund Treasury Department will advise the Proxy Group of all recalled securities.

 

  11. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, on a timely basis, will file all required Form N-PXs, with respect to proprietary registered investment company clients, disclose that its proxy voting record is available on the web site, and will make available the information disclosed in its Form N-PX as soon as is reasonably practicable after filing Form N-PX with the SEC.

 

  12. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, will ensure that all required disclosure about proxy voting of the proprietary registered investment company clients is made in such clients’ disclosure documents.

 

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  13. The Proxy Group will review the guidelines of RiskMetrics and Glass Lewis, with special emphasis on the factors they use with respect to proxy voting recommendations.

 

  14. The Proxy Group will familiarize itself with the procedures of RiskMetrics that govern the transmission of proxy voting information from the Proxy Group to RiskMetrics and periodically review how well this process is functioning.

 

  15. The Proxy Group will investigate, or cause others to investigate, any and all instances where these Procedures have been violated or there is evidence that they are not being followed. Based upon the findings of these investigations, the Proxy Group, if practicable, will recommend amendments to these Procedures to minimize the likelihood of the reoccurrence of non-compliance.

 

  16. At least annually, the Proxy Group will verify that:

 

   

Each proxy or a sample of proxies received has been voted in a manner consistent with these Procedures and the Proxy Voting Guidelines;

 

   

Each proxy or sample of proxies received has been voted in accordance with the instructions of the Investment Manager;

 

   

Adequate disclosure has been made to clients and fund shareholders about the procedures and how proxies were voted; and

 

   

Timely filings were made with applicable regulators related to proxy voting.

 

The Proxy Group is responsible for maintaining appropriate proxy voting records. Such records will include, but are not limited to, a copy of all materials returned to the issuer and/or its agent, the documentation described above, listings of proxies voted by issuer and by client, and any other relevant information. The Proxy Group may use an outside service such as RiskMetrics to support this function. All records will be retained for at least five years, the first two of which will be on-site. Advisory Clients may request copies of their proxy voting records by calling the Proxy Group collect at 1-954-527-7678, or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Advisory Clients may review Investment Manager’s proxy voting policies and procedures on-line at www.franklintempleton.com and may request additional copies by calling the number above. For U.S. proprietary registered investment companies, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.com no later than August 31 of each year. For proprietary Canadian mutual fund products, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.ca no later than August 31 of each year. The Proxy Group will periodically review web site posting and update the posting when necessary. In addition, the Proxy Group is responsible for ensuring that the proxy voting policies, procedures and records of the Investment Manager are available as required by law and is responsible for overseeing the filing of such policies, procedures and mutual fund voting records with the SEC, the CSA and other applicable regulators.

 

As of January 15, 2009

 

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FRANKLIN MUTUAL ADVISERS, LLC

 

PROXY VOTING POLICIES & PROCEDURES

 

RESPONSIBILITY OF INVESTMENT MANAGER TO VOTE PROXIES

 

Franklin Mutual Advisers, LLC (hereinafter “Investment Manager”) has delegated its administrative duties with respect to voting proxies to the Proxy Group within Franklin Templeton Companies, LLC (the “Proxy Group”), a wholly-owned subsidiary of Franklin Resources, Inc. Franklin Templeton Companies, LLC provides a variety of general corporate services to its affiliates, including but not limited to legal and compliance activities. Proxy duties consist of analyzing proxy statements of issuers whose stock is owned by any client (including both investment companies and any separate accounts managed by Investment Manager) that has either delegated proxy voting administrative responsibility to Investment Manager or has asked for information and/or recommendations on the issues to be voted. The Proxy Group will process proxy votes on behalf of, and Investment Manager votes proxies solely in the interests of, separate account clients, Investment Manager-managed mutual fund shareholders, or, where employee benefit plan assets are involved, in the interests of the plan participants and beneficiaries (collectively, “Advisory Clients”) that have properly delegated such responsibility or will inform Advisory Clients that have not delegated the voting responsibility but that have requested voting advice about Investment Manager’s views on such proxy votes. The Proxy Group also provides these services to other advisory affiliates of Investment Manager.

 

HOW INVESTMENT MANAGER VOTES PROXIES

 

Fiduciary Considerations

 

All proxies received by the Proxy Group will be voted based upon Investment Manager’s instructions and/or policies. To assist it in analyzing proxies, Investment Manager subscribes to RiskMetrics Group (“RiskMetrics”), an unaffiliated third party corporate governance research service that provides in-depth analyses of shareholder meeting agendas, vote recommendations, record keeping and vote disclosure services. In addition, Investment Manager subscribes to Glass Lewis & Co., LLC (“Glass Lewis”), an unaffiliated third party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies. Although RiskMetrics’ and/or Glass Lewis’s analyses are thoroughly reviewed and considered in making a final voting decision, Investment Manager does not consider recommendations from RiskMetrics, Glass Lewis, or any other third party to be determinative of Investment Manager’s ultimate decision. As a matter of policy, the officers, directors and employees of Investment Manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of Advisory Clients.

 

Conflicts of Interest

 

All conflicts of interest will be resolved in the interests of the Advisory Clients. Investment Manager is an affiliate of a large, diverse financial services firm with many affiliates and makes its best efforts to avoid conflicts of interest. However, conflicts of interest can arise in situations where:

 

 

1.

The issuer is a client 1 of Investment Manager or its affiliates;

 

  2. The issuer is a vendor whose products or services are material or significant to the business of Investment Manager or its affiliates;

 

 

1

For purposes of this section, a “client” does not include underlying investors in a commingled trust, Canadian pooled fund, or other pooled investment vehicle managed by the Investment Manager or its affiliates. Sponsors of funds sub-advised by Investment Manager or its affiliates will be considered a “client.”

 

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3.

The issuer is an entity participating to a material extent in the distribution of investment products advised, administered or sponsored by Investment Manager or its affiliates (e.g., a broker, dealer or bank); 2

 

 

4.

The issuer is a significant executing broker dealer; 3

 

 

5.

An Access Person 4 of Investment Manager or its affiliates also serves as a director or officer of the issuer;

 

 

6.

A director or trustee of Franklin Resources, Inc. or any of its subsidiaries or of a Franklin Templeton investment product, or an immediate family member 5 of such director or trustee, also serves as an officer or director of the issuer; or

 

  7. The issuer is Franklin Resources, Inc. or any of its proprietary investment products.

 

Nonetheless, even though a potential conflict of interest exists, the Investment Manager may vote in opposition to the recommendations of an issuer’s management.

 

Material conflicts of interest are identified by the Proxy Group based upon analyses of client, distributor, broker dealer and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings. The Proxy Group gathers and analyzes this information on a best efforts basis, as much of this information is provided directly by individuals and groups other than the Proxy Group, and the Proxy Group relies on the accuracy of the information it receives from such parties.

 

In situations where a material conflict of interest is identified between the Investment Manager or one of its affiliates and an issuer, the Proxy Group may defer to the voting recommendation of RiskMetrics, Glass Lewis, or those of another independent third party provider of proxy services or send the proxy directly to the relevant Advisory Clients with the Investment Manager’s recommendation regarding the vote for approval. If the conflict is not resolved by the Advisory Client, the Proxy Group may refer the matter, along with the recommended course of action by the Investment Manager, if any, to a Proxy Review Committee comprised of representatives from the Portfolio Management (which may include portfolio managers and/or research analysts employed by Investment Manager), Fund Administration, Legal and Compliance Departments within Franklin Templeton for evaluation and voting instructions. The Proxy Review Committee may defer to the voting recommendation of RiskMetrics, Glass Lewis, or those of another independent third party provider of proxy services or send the proxy directly to the relevant Advisory Clients.

 

Where the Proxy Group or the Proxy Review Committee refer a matter to an Advisory Client, it may rely upon the instructions of a representative of the Advisory Client, such as the board of directors or trustees, a committee of the board, or an appointed delegate in the case of a U. S. registered mutual fund, the conducting officer in the case of an open-ended collective investment scheme formed as a Société d’investissement à capital variable (SICAV), the Independent Review Committee for Canadian investment funds, or a plan administrator in the case of an employee benefit plan. The Proxy Group or the Proxy Review Committee may determine to vote all shares held by Advisory Clients in accordance with the instructions of one or more of the Advisory Clients.

 

 

2

The top 40 distributors (based on aggregate 12b-1 distribution fees) will be considered to present a potential conflict of interest. In addition, any insurance company that has entered into a participation agreement with a Franklin Templeton entity to distribute the Franklin Templeton Variable Insurance Products Trust or other variable products will be considered to present a potential conflict of interest.

3

The top 40 executing broker-dealers (based on gross brokerage commissions and client commissions).

4

“Access Person” shall have the meaning provided under the current Code of Ethics of Franklin Resources, Inc.

5

The term “immediate family member” means a person’s spouse; child residing in the person’s household (including step and adoptive children); and any dependent of the person, as defined in Section 152 of the Internal Revenue Code (26 U.S.C. 152).

 

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The Proxy Review Committee may independently review proxies that are identified as presenting material conflicts of interest; determine the appropriate action to be taken in such situations (including whether to defer to an independent third party or refer a matter to an Advisory Client); report the results of such votes to Investment Manager’s clients as may be requested; and recommend changes to the Proxy Voting Policies and Procedures as appropriate.

 

The Proxy Review Committee will also decide whether to vote proxies for securities deemed to present conflicts of interest that are sold following a record date, but before a shareholder meeting date. The Proxy Review Committee may consider various factors in deciding whether to vote such proxies, including Investment Manager’s long-term view of the issuer’s securities for investment, or it may defer the decision to vote to the applicable Advisory Client.

 

Where a material conflict of interest has been identified, but the items on which the Investment Manager’s vote recommendations differ from Glass Lewis, RiskMetrics, or another independent third party provider of proxy services relate specifically to (1) shareholder proposals regarding social or environmental issues or political contributions, (2) “Other Business” without describing the matters that might be considered, or (3) items the Investment Manager wishes to vote in opposition to the recommendations of an issuer’s management, the Proxy Group may defer to the vote recommendations of the Investment Manager rather than sending the proxy directly to the relevant Advisory Clients for approval.

 

To avoid certain potential conflicts of interest, the Investment Manager will employ echo voting, if possible, in the following instances: (1) when a Franklin Templeton investment company invests in an underlying fund in reliance on any one of Sections 12(d)(1)(E), (F), or (G) of the Investment Company Act of 1940, as amended, or pursuant to an SEC exemptive order; (2) when a Franklin Templeton investment company invests uninvested cash in affiliated money market funds pursuant to an SEC exemptive order (“cash sweep arrangement”); or (3) when required pursuant to an account’s governing documents or applicable law. Echo voting means that the Investment Manager will vote the shares in the same proportion as the vote of all of the other holders of the fund’s shares.

 

Weight Given Management Recommendations

 

One of the primary factors Investment Manager considers when determining the desirability of investing in a particular company is the quality and depth of that company’s management. Accordingly, the recommendation of management on any issue is a factor that Investment Manager considers in determining how proxies should be voted. However, Investment Manager does not consider recommendations from management to be determinative of Investment Manager’s ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company’s management. Each issue, however, is considered on its own merits, and Investment Manager will not support the position of a company’s management in any situation where it determines that the ratification of management’s position would adversely affect the investment merits of owning that company’s shares.

 

THE PROXY GROUP

 

The Proxy Group is part of the Franklin Templeton Companies, LLC Legal Department and is overseen by legal counsel. Full-time staff members are devoted to proxy voting administration and providing support and assistance where needed. On a daily basis, the Proxy Group will review each proxy upon receipt as well as any agendas, materials and recommendations that they receive from RiskMetrics, Glass Lewis, or other sources. The Proxy Group maintains a log of all shareholder meetings that are scheduled for companies whose securities are held by Investment Manager’s managed funds and accounts. For each shareholder meeting, a member of the Proxy Group will consult with the research analyst that follows the security and provide the analyst with the meeting notice, agenda, RiskMetrics and/or Glass Lewis analyses, recommendations and any other available information. Except in situations identified as presenting

 

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material conflicts of interest, Investment Manager’s research analyst and relevant portfolio manager(s) are responsible for making the final voting decision based on their review of the agenda, RiskMetrics and/or Glass Lewis analyses, their knowledge of the company and any other information readily available. In situations where the Investment Manager has not responded with vote recommendations to the Proxy Group by the deadline date, the Proxy Group may defer to the vote recommendations of an independent third party provider of proxy services. Except in cases where the Proxy Group is deferring to the voting recommendation of an independent third party service provider, the Proxy Group must obtain voting instructions from Investment Manager’s research analyst, relevant portfolio manager(s), legal counsel and/or the Advisory Client or Proxy Review Committee prior to submitting the vote. In the event that an account holds a security that the Investment Manager did not purchase on its behalf, and the Investment Manager does not normally consider the security as a potential investment for other accounts, the Proxy Group may defer to the voting recommendations of an independent third party service provider.

 

GENERAL PROXY VOTING GUIDELINES

 

Investment Manager has adopted general guidelines for voting proxies as summarized below. In keeping with its fiduciary obligations to its Advisory Clients, Investment Manager reviews all proposals, even those that may be considered to be routine matters. Although these guidelines are to be followed as a general policy, in all cases each proxy and proposal will be considered based on the relevant facts and circumstances. Investment Manager may deviate from the general policies and procedures when it determines that the particular facts and circumstances warrant such deviation to protect the interests of the Advisory Clients. These guidelines cannot provide an exhaustive list of all the issues that may arise nor can Investment Manager anticipate all future situations. Corporate governance issues are diverse and continually evolving and Investment Manager devotes significant time and resources to monitor these changes.

 

INVESTMENT MANAGER’S PROXY VOTING POLICIES AND PRINCIPLES

 

Investment Manager’s proxy voting positions have been developed based on years of experience with proxy voting and corporate governance issues. These principles have been reviewed by various members of Investment Manager’s organization, including portfolio management, legal counsel, and Investment Manager’s officers. The Board of Directors of Franklin Templeton’s U.S.-registered mutual funds will approve the proxy voting policies and procedures annually.

 

The following guidelines reflect what Investment Manager believes to be good corporate governance and behavior:

 

Board of Directors:     The election of directors and an independent board are key to good corporate governance. Directors are expected to be competent individuals and they should be accountable and responsive to shareholders. Investment Manager supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. Investment Manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. Investment Manager will consider withholding votes from directors who have attended less than 75% of meetings without a valid reason. While generally in favor of separating Chairman and CEO positions, Investment Manager will review this issue on a case-by-case basis taking into consideration other factors including the company’s corporate governance guidelines and performance. Investment Manager evaluates proposals to restore or provide for cumulative voting on a case-by-case basis and considers such factors as corporate governance provisions as well as relative performance. The Investment Manager generally will support non-binding shareholder proposals to require a majority vote standard for the election of directors; however, if these proposals are binding, the Investment Manager will give careful review on a case-by-case basis of the potential ramifications of such implementation.

 

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Ratification of Auditors:     Investment Manager will closely scrutinize the role and performance of auditors. On a case-by-case basis, Investment Manager will examine proposals relating to non-audit relationships and non-audit fees. Investment Manager will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of accounting irregularities or negligence attributable to the auditors.

 

Management & Director Compensation:     A company’s equity-based compensation plan should be in alignment with the shareholders’ long-term interests. Investment Manager believes that executive compensation should be directly linked to the performance of the company. Investment Manager evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable. Investment Manager reviews the RiskMetrics quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plan. Investment Manager will generally oppose plans that have the potential to be excessively dilutive, and will almost always oppose plans that are structured to allow the repricing of underwater options, or plans that have an automatic share replenishment “evergreen” feature. Investment Manager will generally support employee stock option plans in which the purchase price is at least 85% of fair market value, and when potential dilution is 10% or less.

 

Severance compensation arrangements will be reviewed on a case-by-case basis, although Investment Manager will generally oppose “golden parachutes” that are considered excessive. Investment Manager will normally support proposals that require that a percentage of directors’ compensation be in the form of common stock, as it aligns their interests with those of the shareholders.

 

Anti-Takeover Mechanisms and Related Issues:     Investment Manager generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, Investment Manager conducts an independent review of each anti-takeover proposal. On occasion, Investment Manager may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm Advisory Clients’ interests as stockholders. Investment Manager generally supports proposals that require shareholder rights plans (“poison pills”) to be subject to a shareholder vote. Investment Manager will closely evaluate shareholder rights’ plans on a case-by-case basis to determine whether or not they warrant support. Investment Manager will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. In addition, Investment Manager generally opposes any supermajority voting requirements as well as the payment of “greenmail.” Investment Manager usually supports “fair price” provisions and confidential voting.

 

Changes to Capital Structure:     Investment Manager realizes that a company’s financing decisions have a significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or the assumption of additional debt. Investment Manager will carefully review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. Investment Manager will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. Investment Manager will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance are deemed reasonable. Investment Manager will review proposals seeking preemptive rights on a case-by-case basis.

 

Mergers and Corporate Restructuring:     Mergers and acquisitions will be subject to careful review by the research analyst to determine whether they would be beneficial to shareholders. Investment Manager will analyze various economic and strategic factors in making the final decision on a merger or acquisition. Corporate restructuring proposals are also subject to a thorough examination on a case-by-case basis.

 

Social and Corporate Policy Issues:     As a fiduciary, Investment Manager is primarily concerned about the financial interests of its Advisory Clients. Investment Manager will generally give management discretion

 

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with regard to social, environmental and ethical issues although Investment Manager may vote in favor of those issues that are believed to have significant economic benefits or implications.

 

Global Corporate Governance:     Investment Manager manages investments in countries worldwide. Many of the tenets discussed above are applied to Investment Manager’s proxy voting decisions for international investments. However, Investment Manager must be flexible in these worldwide markets and must be mindful of the varied market practices of each region. As experienced money managers, Investment Manager’s analysts are skilled in understanding the complexities of the regions in which they specialize and are trained to analyze proxy issues germane to their regions.

 

PROXY PROCEDURES

 

The Proxy Group is fully cognizant of its responsibility to process proxies and maintain proxy records pursuant to SEC rules and regulations. In addition, Investment Manager understands its fiduciary duty to vote proxies and that proxy voting decisions may affect the value of shareholdings. Therefore, Investment Manager will generally attempt to process every proxy it receives for all domestic and foreign securities. However, there may be situations in which Investment Manager may be unable to vote a proxy, or may chose not to vote a proxy, such as where: (i) a meeting notice was received too late; (ii) there are fees imposed upon the exercise of a vote and it is determined that such fees outweigh the benefit of voting; (iii) there are legal encumbrances to voting, including blocking restrictions in certain markets that preclude the ability to dispose of a security if Investment Manager votes a proxy or where Investment Manager is prohibited from voting by applicable law or other regulatory or market requirements, including but not limited to, effective Powers of Attorney; (iv) the Investment Manager held shares on the record date but has sold them prior to the meeting date; (v) proxy voting service is not offered by the custodian in the market; (vi) the Investment Manager believes it is not in the best interest of the Advisory Client to vote the proxy for any other reason not enumerated herein; or (vii) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person. Investment Manager or its affiliates may, on behalf of one or more of the registered investment companies advised by Investment Manager or its affiliates, determine to use its best efforts to recall any security on loan where Investment Manager or its affiliates (a) learn of a vote on a material event that may affect a security on loan and (b) determine that it is in the best interests of such registered investment companies to recall the security for voting purposes. Investment Managers will not generally make such efforts on behalf of other Advisory Clients, or notify such Advisory Clients or their custodians that Investment Manager or its affiliates has learned of such a vote.

 

Investment Manager may vote against an agenda item where no further information is provided, particularly in non-U.S. markets. For example, if “Other Business” is listed on the agenda with no further information included in the proxy materials, Investment Manager may vote against the item to send a message to the company that if it had provided additional information, Investment Manager may have voted in favor of that item. Investment Manager may also enter a “withhold” vote on the election of certain directors from time to time based on individual situations, particularly where Investment Manager is not in favor of electing a director and there is no provision for voting against such director.

 

The following describes the standard procedures that are to be followed with respect to carrying out Investment Manager’s proxy policy:

 

  1. The Proxy Group will identify all Advisory Clients, maintain a list of those clients, and indicate those Advisory Clients who have delegated proxy voting authority to the Investment Manager. The Proxy Group will periodically review and update this list.

 

  2. All relevant information in the proxy materials received (e.g., the record date of the meeting) will be recorded immediately by the Proxy Group in a database to maintain control over such materials.

 

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  3. The Proxy Group will review and compile information on each proxy upon receipt of any agendas, materials, reports, recommendations from RiskMetrics and/or Glass Lewis, or other information. The Proxy Group will then forward this information to the appropriate research analyst and/or legal counsel for review and voting instructions.

 

  4. In determining how to vote, Investment Manager’s analysts and relevant portfolio manager(s) will consider the General Proxy Voting Guidelines set forth above, their in-depth knowledge of the company, any readily available information and research about the company and its agenda items, and the recommendations put forth by RiskMetrics, Glass Lewis, or other independent third party providers of proxy services.

 

  5. The Proxy Group is responsible for maintaining the documentation that supports Investment Manager’s voting position. Such documentation may include, but is not limited to, any information provided by RiskMetrics, Glass Lewis, or other proxy service providers, and, especially as to non-routine, materially significant or controversial matters, memoranda describing the position it has taken. Additionally, the Proxy Group may include documentation obtained from the research analyst, portfolio manager, legal counsel and/or the Proxy Review Committee.

 

  6. After the proxy is completed but before it is returned to the issuer and/or its agent, the Proxy Group may review those situations including special or unique documentation to determine that the appropriate documentation has been created, including conflict of interest screening.

 

  7. The Proxy Group will attempt to submit Investment Manager’s vote on all proxies to RiskMetrics for processing at least three days prior to the meeting for U.S. securities and 10 days prior to the meeting for foreign securities. However, in certain foreign jurisdictions it may be impossible to return the proxy 10 days in advance of the meeting. In these situations, the Proxy Group will use its best efforts to send the proxy vote to RiskMetrics in sufficient time for the vote to be processed.

 

  8. The Proxy Group will file Powers of Attorney in all jurisdictions that require such documentation on a best efforts basis.

 

  9. The Proxy Group prepares reports for each Advisory Client that has requested a record of votes cast. The report specifies the proxy issues that have been voted for the Advisory Client during the requested period and the position taken with respect to each issue. The Proxy Group sends one copy to the Advisory Client, retains a copy in the Proxy Group’s files and forwards a copy to either the appropriate portfolio manager or the client service representative. While many Advisory Clients prefer quarterly or annual reports, the Proxy Group will provide reports for any timeframe requested by an Advisory Client.

 

  10. If the Franklin Templeton Services, LLC Fund Treasury Department learns of a vote on a material event that will affect a security on loan from a proprietary registered investment company, the Fund Treasury Department will notify Investment Manager and obtain instructions regarding whether Investment Manager desires the Fund Treasury Department to contact the custodian bank in an effort to retrieve the securities. If so requested by Investment Manager, the Fund Treasury Department shall use its best efforts to recall any security on loan and will use other practicable and legally enforceable means to ensure that Investment Manager is able to fulfill its fiduciary duty to vote proxies for Advisory Clients with respect to such loaned securities. The Fund Treasury Department will advise the Proxy Group of all recalled securities.

 

  11. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, on a timely basis, will file all required Form N-PXs, with respect to proprietary registered investment company clients, disclose that its proxy voting record is available on the web site, and will make available the information disclosed in its Form N-PX as soon as is reasonably practicable after filing Form N-PX with the SEC.

 

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  12. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, will ensure that all required disclosure about proxy voting of the proprietary registered investment company clients is made in such clients’ disclosure documents.

 

  13. The Proxy Group will review the guidelines of RiskMetrics and Glass Lewis, with special emphasis on the factors they use with respect to proxy voting recommendations.

 

  14. The Proxy Group will familiarize itself with the procedures of RiskMetrics that govern the transmission of proxy voting information from the Proxy Group to RiskMetrics and periodically review how well this process is functioning.

 

  15. The Proxy Group will investigate, or cause others to investigate, any and all instances where these Procedures have been violated or there is evidence that they are not being followed. Based upon the findings of these investigations, the Proxy Group, if practicable, will recommend amendments to these Procedures to minimize the likelihood of the reoccurrence of non-compliance.

 

  16. At least annually, the Proxy Group will verify that:

 

   

Each proxy or a sample of proxies received has been voted in a manner consistent with these Procedures and the Proxy Voting Guidelines;

 

   

Each proxy or sample of proxies received has been voted in accordance with the instructions of the Investment Manager;

 

   

Adequate disclosure has been made to clients and fund shareholders about the procedures and how proxies were voted; and

 

   

Timely filings were made with applicable regulators related to proxy voting.

 

The Proxy Group is responsible for maintaining appropriate proxy voting records. Such records will include, but are not limited to, a copy of all materials returned to the issuer and/or its agent, the documentation described above, listings of proxies voted by issuer and by client, and any other relevant information. The Proxy Group may use an outside service such as RiskMetrics to support this function. All records will be retained for at least five years, the first two of which will be on-site. Advisory Clients may request copies of their proxy voting records by calling the Proxy Group collect at 1-954-527-7678, or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Advisory Clients may review Investment Manager’s proxy voting policies and procedures on-line at www.franklintempleton.com and may request additional copies by calling the number above. For U.S. proprietary registered investment companies, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.com no later than August 31 of each year. For proprietary Canadian mutual fund products, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.ca no later than August 31 of each year. The Proxy Group will periodically review web site posting and update the posting when necessary. In addition, the Proxy Group is responsible for ensuring that the proxy voting policies, procedures and records of the Investment Manager are available as required by law and is responsible for overseeing the filing of such policies, procedures and mutual fund voting records with the SEC, the CSA and other applicable regulators.

 

As of January 15, 2009

 

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GAMCO INVESTORS, INC. AND AFFILIATES

 

THE VOTING OF PROXIES ON BEHALF OF CLIENTS

 

Rules 204(4)-2 and 204-2 under the Investment Advisers Act of 1940 and Rule 30b1-4 under the Investment Company Act of 1940 require investment advisers to adopt written policies and procedures governing the voting of proxies on behalf of their clients.

 

These procedures will be used by GAMCO Asset Management Inc., Gabelli Funds, LLC, Gabeli Securities, Inc., Gabelli Advisers, Inc. and Teton Advisors, (collectively, the “Advisers”) to determine how to vote proxies relating to portfolio securities held by their clients, including the procedures that the Advisers use when a vote presents a conflict between the interests of the shareholders of an investment company managed by one of the Advisers, on the one hand, and those of the Advisers; the principal underwriter; or any affiliated person of the investment company, the Advisers, or the principal underwriter. These procedures will not apply where the Advisers do not have voting discretion or where the Advisers have agreed to with a client to vote the client’s proxies in accordance with specific guidelines or procedures supplied by the client (to the extent permitted by ERISA).

 

I. PROXY VOTING COMMITTEE

 

The Proxy Voting Committee was originally formed in April 1989 for the purpose of formulating guidelines and reviewing proxy statements within the parameters set by the substantive proxy voting guidelines originally published in 1988 and updated periodically, a copy of which are appended as Exhibit A. The Committee will include representatives of Research, Administration, Legal, and the Advisers. Additional or replacement members of the Committee will be nominated by the Chairman and voted upon by the entire Committee.

 

Meetings are held as needed basis to form views on the manner in which the Advisers should vote proxies on behalf of their clients.

 

In general, the Director of Proxy Voting Services, using the Proxy Guidelines, recommendations of Institutional Shareholder Corporate Governance Service (“ISS”), other third-party services and the analysts of Gabelli & Company, Inc., will determine how to vote on each issue. For non-controversial matters, the Director of Proxy Voting Services may vote the proxy if the vote is (1) consistent with the recommendations of the issuer’s Board of Directors and not contrary to the Proxy Guidelines; (2) consistent with the recommendations of the issuer’s Board of Directors and is a non-controversial issue not covered by the Proxy Guidelines; or (3) the vote is contrary to the recommendations of the Board of Directors but is consistent with the Proxy Guidelines. In those instances, the Director of Proxy Voting Services or the Chairman of the Committee may sign and date the proxy statement indicating how each issue will be voted.

 

All matters identified by the Chairman of the Committee, the Director of Proxy Voting Services or the Legal Department as controversial, taking into account the recommendations of ISS or other third party services and the analysts of Gabelli & Company, Inc., will be presented to the Proxy Voting Committee. If the Chairman of the Committee, the Director of Proxy Voting Services or the Legal Department has identified the matter as one that (1) is controversial; (2) would benefit from deliberation by the Proxy Voting Committee; or (3) may give rise to a conflict of interest between the Advisers and their clients, the Chairman of the Committee will initially determine what vote to recommend that the Advisers should cast and the matter will go before the Committee.

 

A. Conflicts of Interest

 

The Advisers have implemented these proxy voting procedures in order to prevent conflicts of interest from influencing their proxy voting decisions. By following the Proxy Guidelines, as well as the

 

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recommendations of ISS, other third-party services and the analysts of Gabelli & Company, the Advisers are able to avoid, wherever possible, the influence of potential conflicts of interest. Nevertheless, circumstances may arise in which one or more of the Advisers are faced with a conflict of interest or the appearance of a conflict of interest in connection with its vote. In general, a conflict of interest may arise when an Adviser knowingly does business with an issuer, and may appear to have a material conflict between its own interests and the interests of the shareholders of an investment company managed by one of the Advisers regarding how the proxy is to be voted. A conflict also may exist when an Adviser has actual knowledge of a material business arrangement between an issuer and an affiliate of the Adviser.

 

In practical terms, a conflict of interest may arise, for example, when a proxy is voted for a company that is a client of one of the Advisers, such as GAMCO Asset Management Inc. A conflict also may arise when a client of one of the Advisers has made a shareholder proposal in a proxy to be voted upon by one or more of the Advisers. The Director of Proxy Voting Services, together with the Legal Department, will scrutinize all proxies for these or other situations that may give rise to a conflict of interest with respect to the voting of proxies.

 

B. Operation of Proxy Voting Committee

 

For matters submitted to the Committee, each member of the Committee will receive, prior to the meeting, a copy of the proxy statement, any relevant third party research, a summary of any views provided by the Chief Investment Officer and any recommendations by Gabelli & Company, Inc. analysts. The Chief Investment Officer or the Gabelli & Company, Inc. analysts may be invited to present their viewpoints. If the Director of Proxy Voting Services or the Legal Department believe that the matter before the committee is one with respect to which a conflict of interest may exist between the Advisers and their clients, counsel will provide an opinion to the Committee concerning the conflict. If the matter is one in which the interests of the clients of one or more of Advisers may diverge, counsel will so advise and the Committee may make different recommendations as to different clients. For any matters where the recommendation may trigger appraisal rights, counsel will provide an opinion concerning the likely risks and merits of such an appraisal action.

 

Each matter submitted to the Committee will be determined by the vote of a majority of the members present at the meeting. Should the vote concerning one or more recommendations be tied in a vote of the Committee, the Chairman of the Committee will cast the deciding vote. The Committee will notify the proxy department of its decisions and the proxies will be voted accordingly.

 

Although the Proxy Guidelines express the normal preferences for the voting of any shares not covered by a contrary investment guideline provided by the client, the Committee is not bound by the preferences set forth in the Proxy Guidelines and will review each matter on its own merits. Written minutes of all Proxy Voting Committee meetings will be maintained. The Advisers subscribe to ISS, which supplies current information on companies, matters being voted on, regulations, trends in proxy voting and information on corporate governance issues.

 

If the vote cast either by the analyst or as a result of the deliberations of the Proxy Voting Committee runs contrary to the recommendation of the Board of Directors of the issuer, the matter will be referred to legal counsel to determine whether an amendment to the most recently filed Schedule 13D is appropriate.

 

II. SOCIAL ISSUES AND OTHER CLIENT GUIDELINES

 

If a client has provided special instructions relating to the voting of proxies, they should be noted in the client’s account file and forwarded to the proxy department. This is the responsibility of the investment professional or sales assistant for the client. In accordance with Department of Labor guidelines, the Advisers’ policy is to vote on behalf of ERISA accounts in the best interest of the plan participants with

 

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regard to social issues that carry an economic impact. Where an account is not governed by ERISA, the Advisers will vote shares held on behalf of the client in a manner consistent with any individual investment/voting guidelines provided by the client. Otherwise the Advisers will abstain with respect to those shares.

 

III. CLIENT RETENTION OF VOTING RIGHTS

 

If a client chooses to retain the right to vote proxies or if there is any change in voting authority, the following should be notified by the investment professional or sales assistant for the client.

 

   

Operations

 

   

Legal Department

 

   

Proxy Department

 

   

Investment professional assigned to the account

 

In the event that the Board of Directors (or a Committee thereof) of one or more of the investment companies managed by one of the Advisers has retained direct voting control over any security, the Proxy Voting Department will provide each Board Member (or Committee member) with a copy of the proxy statement together with any other relevant information including recommendations of ISS or other third-party services.

 

IV. VOTING RECORDS

 

The Proxy Voting Department will retain a record of matters voted upon by the Advisers for their clients. The Advisers will supply information on how an account voted its proxies upon request.

 

A letter is sent to the custodians for all clients for which the Advisers have voting responsibility instructing them to forward all proxy materials to:

 

[Adviser name]

Attn: Proxy Voting Department

One Corporate Center

Rye, New York 10580-1433

 

The sales assistant sends the letters to the custodians along with the trading/DTC instructions. Proxy voting records will be retained in compliance with Rule 204-2 under the Investment Advisers Act.

 

V. VOTING PROCEDURES

 

  1. Custodian banks, outside brokerage firms and clearing firms are responsible for forwarding proxies directly to the Advisers.

 

Proxies are received in one of two forms:

 

   

Shareholder Vote Authorization Forms (VAFs) — Issued by Broadridge Financial Solutions, Inc. (“Broadridge”). VAFs must be voted through the issuing institution causing a time lag. Broadridge is an outside service contracted by the various institutions to issue proxy materials.

 

   

Proxy cards which may be voted directly.

 

  2. Upon receipt of the proxy, the number of shares each form represents is logged into the proxy system according to security.

 

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  3. In the case of a discrepancy such as an incorrect number of shares, an improperly signed or dated card, wrong class of security, etc., the issuing custodian is notified by phone. A corrected proxy is requested. Any arrangements are made to insure that a proper proxy is received in time to be voted (overnight delivery, fax, etc.). When securities are out on loan on record date, the custodian is requested to supply written verification.

 

  4. Upon receipt of instructions from the proxy committee (see Administrative), the votes are cast and recorded for each account on an individual basis.

 

Records have been maintained on the Proxy Edge system. The system is backed up regularly.

 

PROXY EDGE records include:

 

Security Name and Cusip Number

Date and Type of Meeting (Annual, Special, Contest)

Client Name

Adviser or Fund Account Number

Directors’ Recommendation

How GAMCO voted for the client on each issue

 

  5. VAFs are kept alphabetically by security. Records for the current proxy season are located in the Proxy Voting Department office. In preparation for the upcoming season, files are transferred to an offsite storage facility during January/February.

 

  6. Shareholder Vote Authorization Forms issued by Broadridge are always sent directly to a specific individual at ADP.

 

  7. If a proxy card or VAF is received too late to be voted in the conventional matter, every attempt is made to vote on one of the following manners:

 

   

VAFs can be faxed to Broadridge up until the time of the meeting. This is followed up by mailing the original form.

 

   

When a solicitor has been retained, the solicitor is called. At the solicitor’s direction, the proxy is faxed.

 

  8. In the case of a proxy contest, records are maintained for each opposing entity.

 

  9. Voting in Person

 

  a) At times it may be necessary to vote the shares in person. In this case, a “legal proxy” is obtained in the following manner:

 

   

Banks and brokerage firms using the services at Broadridge:

 

The back of the VAF is stamped indicating that we wish to vote in person. The forms are then sent overnight to Broadridge. Broadridge issues individual legal proxies and sends them back via overnight (or the Adviser can pay messenger charges). A lead-time of at least two weeks prior to the meeting is needed to do this. Alternatively, the procedures detailed below for banks not using Broadridge may be implemented.

 

   

Banks and brokerage firms issuing proxies directly:

 

The bank is called and/or faxed and a legal proxy is requested.

 

All legal proxies should appoint:

 

“Representative of [Adviser name] with full power of substitution.”

 

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  b) The legal proxies are given to the person attending the meeting along with the following supplemental material:

 

   

A limited Power of Attorney appointing the attendee an Adviser representative.

 

   

A list of all shares being voted by custodian only. Client names and account numbers are not included. This list must be presented, along with the proxies, to the Inspectors of Elections and/or tabulator at least one-half hour prior to the scheduled start of the meeting. The tabulator must “qualify” the votes (i.e. determine if the vote have previously been cast, if the votes have been rescinded, etc. vote have previously been cast, etc.).

 

   

A sample ERISA and Individual contract.

 

   

A sample of the annual authorization to vote proxies form.

 

   

A copy of our most recent Schedule 13D filing (if applicable).

 

APPENDIX A PROXY GUIDELINES

 

PROXY VOTING GUIDELINES

 

GENERAL POLICY STATEMENT

 

It is the policy of GAMCO Investors, Inc. to vote in the best economic interests of our clients. As we state in our Magna Carta of Shareholders Rights, established in May 1988, we are neither for nor against management. We are for shareholders.

 

At our first proxy committee meeting in 1989, it was decided that each proxy statement should be evaluated on its own merits within the framework first established by our Magna Carta of Shareholders Rights. The attached guidelines serve to enhance that broad framework.

 

We do not consider any issue routine. We take into consideration all of our research on the company, its directors, and their short and long-term goals for the company. In cases where issues that we generally do not approve of are combined with other issues, the negative aspects of the issues will be factored into the evaluation of the overall proposals but will not necessitate a vote in opposition to the overall proposals.

 

BOARD OF DIRECTORS

 

The advisers do not consider the election of the Board of Directors a routine issue. Each slate of directors is evaluated on a case-by-case basis.

 

Factors taken into consideration include:

 

 

Historical responsiveness to shareholders

 

This may include such areas as:

 

-Paying greenmail

 

-Failure to adopt shareholder resolutions receiving a majority of shareholder votes

 

 

Qualifications

 

 

Nominating committee in place

 

 

Number of outside directors on the board

 

 

Attendance at meetings

 

 

Overall performance

 

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SELECTION OF AUDITORS

 

In general, we support the Board of Directors’ recommendation for auditors.

 

BLANK CHECK PREFERRED STOCK

 

We oppose the issuance of blank check preferred stock.

 

Blank check preferred stock allows the company to issue stock and establish dividends, voting rights, etc. without further shareholder approval.

 

CLASSIFIED BOARD

 

A classified board is one where the directors are divided into classes with overlapping terms. A different class is elected at each annual meeting.

 

While a classified board promotes continuity of directors facilitating long range planning, we feel directors should be accountable to shareholders on an annual basis. We will look at this proposal on a case-by-case basis taking into consideration the board’s historical responsiveness to the rights of shareholders.

 

Where a classified board is in place we will generally not support attempts to change to an annually elected board.

 

When an annually elected board is in place, we generally will not support attempts to classify the board.

 

INCREASE AUTHORIZED COMMON STOCK

 

The request to increase the amount of outstanding shares is considered on a case-by-case basis.

 

Factors taken into consideration include:

 

 

Future use of additional shares

 

-Stock split

 

-Stock option or other executive compensation plan

 

-Finance growth of company/strengthen balance sheet

 

-Aid in restructuring

 

-Improve credit rating

 

-Implement a poison pill or other takeover defense

 

 

Amount of stock currently authorized but not yet issued or reserved for stock option plans

 

 

Amount of additional stock to be authorized and its dilutive effect

 

We will support this proposal if a detailed and verifiable plan for the use of the additional shares is contained in the proxy statement.

 

CONFIDENTIAL BALLOT

 

We support the idea that a shareholder’s identity and vote should be treated with confidentiality.

 

However, we look at this issue on a case-by-case basis.

 

In order to promote confidentiality in the voting process, we endorse the use of independent Inspectors of Election.

 

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CUMULATIVE VOTING

 

In general, we support cumulative voting.

 

Cumulative voting is a process by which a shareholder may multiply the number of directors being elected by the number of shares held on record date and cast the total number for one candidate or allocate the voting among two or more candidates.

 

Where cumulative voting is in place, we will vote against any proposal to rescind this shareholder right.

 

Cumulative voting may result in a minority block of stock gaining representation on the board. When a proposal is made to institute cumulative voting, the proposal will be reviewed on a case-by-case basis. While we feel that each board member should represent all shareholders, cumulative voting provides minority shareholders an opportunity to have their views represented.

 

DIRECTOR LIABILITY AND INDEMNIFICATION

 

We support efforts to attract the best possible directors by limiting the liability and increasing the indemnification of directors, except in the case of insider dealing.

 

EQUAL ACCESS TO THE PROXY

 

The SEC’s rules provide for shareholder resolutions. However, the resolutions are limited in scope and there is a 500 word limit on proponents’ written arguments. Management has no such limitations. While we support equal access to the proxy, we would look at such variables as length of time required to respond, percentage of ownership, etc.

 

FAIR PRICE PROVISIONS

 

Charter provisions requiring a bidder to pay all shareholders a fair price are intended to prevent two-tier tender offers that may be abusive. Typically, these provisions do not apply to board-approved transactions.

 

We support fair price provisions because we feel all shareholders should be entitled to receive the same benefits.

 

Reviewed on a case-by-case basis.

 

GOLDEN PARACHUTES

 

Golden parachutes are severance payments to top executives who are terminated or demoted after a takeover.

 

We support any proposal that would assure management of its own welfare so that they may continue to make decisions in the best interest of the company and shareholders even if the decision results in them losing their job. We do not, however, support excessive golden parachutes. Therefore, each proposal will be decided on a case-by- case basis.

 

Note: Congress has imposed a tax on any parachute that is more than three times the executive’s average annual compensation.

 

ANTI-GREENMAIL PROPOSALS

 

We do not support greenmail. An offer extended to one shareholder should be extended to all shareholders equally across the board.

 

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LIMIT SHAREHOLDERS’ RIGHTS TO CALL SPECIAL MEETINGS

 

We support the right of shareholders to call a special meeting.

 

CONSIDERATION OF NONFINANCIAL EFFECTS OF A MERGER

 

This proposal releases the directors from only looking at the financial effects of a merger and allows them the opportunity to consider the merger’s effects on employees, the community, and consumers.

 

As a fiduciary, we are obligated to vote in the best economic interests of our clients. In general, this proposal does not allow us to do that. Therefore, we generally cannot support this proposal.

 

Reviewed on a case-by-case basis.

 

MERGERS, BUYOUTS, SPIN-OFFS, RESTRUCTURINGS

 

Each of the above is considered on a case-by-case basis. According to the Department of Labor, we are not required to vote for a proposal simply because the offering price is at a premium to the current market price. We may take into consideration the long term interests of the shareholders.

 

MILITARY ISSUES

 

Shareholder proposals regarding military production must be evaluated on a purely economic set of criteria for our ERISA clients. As such, decisions will be made on a case-by-case basis.

 

In voting on this proposal for our non- ERISA clients, we will vote according to the client’s direction when applicable. Where no direction has been given, we will vote in the best economic interests of our clients. It is not our duty to impose our social judgment on others.

 

NORTHERN IRELAND

 

Shareholder proposals requesting the signing of the MacBride principles for the purpose of countering the discrimination of Catholics in hiring practices must be evaluated on a purely economic set of criteria for our ERISA clients. As such, decisions will be made on a case-by-case basis.

 

In voting on this proposal for our non- ERISA clients, we will vote according to client direction when applicable. Where no direction has been given, we will vote in the best economic interests of our clients. It is not our duty to impose our social judgment on others.

 

OPT OUT OF STATE ANTI-TAKEOVER LAW

 

This shareholder proposal requests that a company opt out of the coverage of the state’s takeover statutes. Example: Delaware law requires that a buyer must acquire at least 85% of the company’s stock before the buyer can exercise control unless the board approves.

 

We consider this on a case-by-case basis. Our decision will be based on the following:

 

 

State of Incorporation

 

 

Management history of responsiveness to shareholders

 

 

Other mitigating factors

 

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POISON PILL

 

In general, we do not endorse poison pills.

 

In certain cases where management has a history of being responsive to the needs of shareholders and the stock is very liquid, we will reconsider this position.

 

REINCORPORATION

 

Generally, we support reincorporation for well-defined business reasons. We oppose reincorporation if proposed solely for the purpose of reincorporating in a state with more stringent anti-takeover statutes that may negatively impact the value of the stock.

 

STOCK OPTION PLANS

 

Stock option plans are an excellent way to attract, hold and motivate directors and employees. However, each stock option plan must be evaluated on its own merits, taking into consideration the following:

 

 

Dilution of voting power or earnings per share by more than 10%

 

 

Kind of stock to be awarded, to whom, when and how much

 

 

Method of payment

 

 

Amount of stock already authorized but not yet issued under existing stock option plans

 

SUPERMAJORITY VOTE REQUIREMENTS

 

Supermajority vote requirements in a company’s charter or bylaws require a level of voting approval in excess of a simple majority of the outstanding shares. In general, we oppose supermajority-voting requirements. Supermajority requirements often exceed the average level of shareholder participation. We support proposals’ approvals by a simple majority of the shares voting.

 

LIMIT SHAREHOLDERS RIGHT TO ACT BY WRITTEN CONSENT

 

Written consent allows shareholders to initiate and carry on a shareholder action without having to wait until the next annual meeting or to call a special meeting. It permits action to be taken by the written consent of the same percentage of the shares that would be required to effect proposed action at a shareholder meeting.

 

Reviewed on a case-by-case basis.

 

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HIRAYAMA INVESTMENTS, LLC

 

PROXY VOTING

 

Implementation Date: August 2008

Most Recent Amendment Date: August 2008

 

Issue

 

Rule 206(4)-6 under the Advisers Act requires every investment adviser who exercises voting authority with respect to client securities to adopt and implement written policies and procedures, reasonably designed to ensure that the adviser votes proxies in the best interest of its Clients. The procedures must address material conflicts that may arise in connection with proxy voting. The Rule further requires the adviser to provide a concise summary of the adviser’s proxy voting process and offer to provide copies of the complete proxy voting policy and procedures to Clients upon request. Lastly, the Rule requires that the adviser disclose to Clients how they may obtain information on how the adviser voted their proxies.

 

Hirayama Investments is a sub-adviser to WHV. WHV will be primarily responsible for voting proxies of its clients. Hirayama Investments will provide guidance to WHV with respect to the voting of proxies of securities it has recommended to WHV clients, but the actual voting of the proxies will be completed by WHV. The sub-advisory agreement between WHV and Hirayama Investments provides that Hirayama Investments may not provide investment management services directly to any clients and all Hirayama Investments’ clients are clients of WHV. Therefore, this Proxy Voting Policy and Procedures contemplates the voting of proxies through WHV.

 

Policy

 

It is the policy of Hirayama Investments, through WHV, to vote proxies in the interest of maximizing value for Hirayama Investments’ and WHV’s mutual Clients. Proxies are an asset of a Client, which should be treated by WHV with the same care, diligence, and loyalty as any asset belonging to a client. To that end, WHV will vote in a way that it believes, consistent with its fiduciary duty, will cause the value of the issue to increase the most or decline the least. Consideration will be given to both the short and long term implications of the proposal to be voted on when considering the optimal vote.

 

WHV’s Procedures for Voting Proxies

 

WHV has adopted and implemented policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best interests of its Clients. These policies and procedures are also intended to reflect Securities and Exchange Commission requirements governing advisers as well as the fiduciary standards and responsibilities for ERISA accounts established by the Department of Labor.

 

   

The proxy voting process.     WHV’s proxy voting process is managed by its Proxy Committee which is composed of portfolio managers, security analysts, and support staff. (Richard Hirayama will assist WHV’s Proxy Voting Committee as needed with respect to securities recommended by Hirayama Investments for mutual Clients.) Key elements of the proxy voting process include obtaining proxy materials for vote, determining the vote on each issue, voting, and maintaining the records required.

 

   

Obtaining proxy materials.     WHV instructs Client custodians to deliver proxy materials for accounts of Clients who have given WHV voting authority. Delivery is made to a service provider WHV has engaged as its voting agent and independent research consultant. Periodic reconciliation of holdings and ballots is designed to reveal any failure to deliver ballots for Client holdings.

 

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Determining the vote.     Members of WHV’s Proxy Committee have collaboratively established a general statement of voting policy and specific voting positions on substantive proxy issues. The general policy and specific positions are generally intended to further the economic value of each investment for the expected holding period. They are reviewed regularly, as new issues arise for determination or as circumstances change, and they serve as guidelines. Ultimately each vote is cast on a case-by-case basis, taking into account the relevant circumstances at the time of each vote.

 

   

Voting.     Using the Internet, WHV’s voting agent posts the pending proxy notices and ballots as well as its analysis and recommendations. Voting members of WHV’s Proxy Committee take responsibility for voting according to a rotating schedule. They review the issues and the voting agent’s own analysis and then vote each issue, generally in accordance with WHV’s established voting guidelines. When circumstances suggest deviation from WHV’s established guidelines, before casting the vote, its committee members may confer with other committee members, its analysts most familiar with the security, or our portfolio manager on the account in the case of special holdings (including Richard Hirayama as needed).

 

   

Maintaining records .     With the assistance of WHV’s voting agent, WHV maintain records of its policies and procedures, proxy statements received, each vote cast, any documents it creates material to its decision making, and any Client’s written request for proxy voting records as well as its written response to any Client request for such records.

 

   

Conflicts of interest.     Any material conflict between WHV’s interests and those of a Client will be resolved in the best interests of the Client. In the event WHV becomes aware of such a conflict, it will (a) disclose the conflict and obtain the Client’s consent before voting its shares, (b) vote in accordance with a pre-determined policy based on the independent analysis and recommendation of its voting agent, or (c) make other voting arrangements consistent with its fiduciary obligations.

 

   

Shares not voted.     WHV’s procedures are reasonably designed to assure that it vote every eligible share with the exception of shares domiciled in share blocking countries and certain ordinary shares in foreign markets. Share blocking countries restrict share transactions for various periods surrounding the meeting date. WHV has taken the position that share liquidity generally has a higher value than the vote and usually do not vote shares subject to restriction on transactions. Some international markets require special powers of attorney to vote certain ordinary shares and some issuers require re-registration of shares. These markets are few and our ordinary share holdings relatively modest when weighed against the onerous documentation requirements. Therefore, WHV has determined that it will generally not attempt to qualify its proxy votes for such shares.

 

   

Obtaining additional information .      WHV does not generally disclose its votes to third parties, but Clients may obtain a report showing how WHV voted their shares upon request. In addition, a copy of this disclosure statement, WHV’s general Proxy Voting Policy statement, and its detailed Custom Policy statement are available to Clients upon request.

 

Procedures for Receipt of Class Actions

 

Hirayama Investments, through WHV, recognizes that as a fiduciary it has a duty to act with the highest obligation of good faith, loyalty, fair dealing and due care. When a recovery is achieved in a class action, Clients who owned shares in the company subject to the action have the option to either: (1) opt out of the class action and pursue their own remedy; or (2) participate in the recovery achieved via the class action. Collecting the recovery involves the completion of a Proof of Claim form which is submitted to the Claims Administrator. After the Claims Administrator receives all Proof of Claims, it dispenses the money from the settlement fund to those persons and entities with valid claims.

 

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If “Class Action” documents are received by Hirayama Investments for a private client, i.e. separate managed account, Hirayama Investments will gather any requisite information it has and forward to WHV.

 

WHV may forward the Class Action documents to the Client, to enable the Client to file the “Class Action” at the Client’s discretion. The decision of whether to participate in the recovery or opt-out may be a legal one that WHV is not qualified to make for the client. Therefore WHV generally will not file “Class Actions” on behalf of any client.

 

At its sole discretion, WHV may pursue Class Action settlements on Clients’ behalf, for directly managed accounts, and only to the extent capable based on records kept in the ordinary course of business. When WHV receives a notice of Class Action settlement that it believes affects Client accounts, WHV reviews its electronic buy, sell, and long-in histories of its current Clients to identify eligible claimants. WHV coordinates with bank custodians to avoid duplication of effort, then prepares and files claims on behalf of the Client accounts requiring this assistance. Settlement checks received are distributed to WHV’s portfolio accountants for posting to the accounts affected. Administrative assistants complete the delivery to account custodians with an explanatory cover letter, copying the mailing to the client.

 

WHV generally does not provide this service for former clients but may do so upon request.

 

Recordkeeping

 

Hirayama Investments, through WHV, will maintain the documentation described in the following section for a period of not less than five (5) years, the first two (2) years at its principal place of business. CCO will be responsible for the following procedures and for ensuring that the required documentation is retained.

 

Client request to review proxy votes:

 

   

Any request, whether written (including e-mail) or oral, received by any Employee of Hirayama Investments, must be promptly reported to the CCO. All written requests must be retained in the permanent file.

 

   

The CCO will record the identity of the client, the date of the request, and the action taken as a result of the request, in a suitable place.

 

 

 

In order to facilitate the management of the proxy voting record keeping process, and to facilitate the dissemination of such proxy voting records to Clients, the CCO may distribute to any Client requesting proxy voting information the complete proxy voting record of Hirayama Investments (or WHV) for the period requested. Reports containing proxy information of only those issuers held by a certain client will not be created or distributed. 1

 

   

Furnish the information requested, free of charge, to the Client within a reasonable time period (within 10 business days). Maintain a copy of the written record provided in response to client’s written (including e-mail) or oral request. A copy of the written response should be attached and maintained with the client’s written request, if applicable and maintained in the permanent file.

 

   

Clients are permitted to request the proxy voting record for the 5 year period prior to their request.

 

 

1

For clients who have provided Hirayama Investments or WHV with specific direction on proxy voting, the CCO will review the proxy voting record and permanent file in order to identify those proposals voted differently than how WHV voted clients not providing direction.

 

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Proxy voting policy and procedures:

 

   

Proxy voting policy and procedures

 

Proxy statements received regarding client securities:

 

   

Upon receipt of a proxy, copy or print a sample of the proxy statement or card and maintain the copy in a central file along with a sample of the proxy solicitation instructions.

 

Note: Hirayama Investments (or WHV) is permitted to rely on proxy statements filed on the SEC’s EDGAR system instead of keeping its own copies.

 

Proxy voting records:

 

   

A record of how Hirayama Investments (or WHV) voted Client proxies.

 

   

Documents prepared or created by Hirayama Investments (or WHV) that were material to making a decision on how to vote, or that memorialized the basis for the decision.

 

   

Documentation or notes or any communications received from third parties, other industry analysts, third party service providers, company’s management discussions, etc. that were material in the basis for the decision.

 

Disclosure

 

Hirayama Investments will ensure that Part II of Form ADV is updated as necessary to reflect: (i) all material changes to the Proxy Voting Policy and Procedures; and (ii) information about how Clients may obtain information on how WHV voted proxies.

 

Proxy Solicitation

 

As a matter of practice, it is Hirayama Investments’ policy to not reveal or disclose to any Client how Hirayama Investments may have voted (or intends to vote) on a particular proxy until after it votes the proxy. WHV will not generally disclose such information to unrelated third parties.

 

The CCO is to be promptly informed of the receipt of any solicitation from any person to vote proxies on behalf of Clients. At no time may any Employee accept any remuneration in the solicitation of proxies. The CCO shall handle all responses to such solicitations.

 

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INSTITUTIONAL CAPITAL LLC

 

Proxy Voting Policies And Procedures

 

Institutional Capital LLC (the “Adviser”) exercises voting authority with respect to securities held by our private account clients who delegate authority for proxy voting to us. Our fiduciary duties require us to monitor corporate events and to vote the proxies in a manner consistent with the best interest of our clients and Fund shareholders.

 

I. Supervision of policy

 

The Proxy Committee is responsible for overseeing the day-to-day operation of these proxy voting policies and procedures. The analyst who follows the company is responsible for monitoring corporate actions, analyzing proxy proposals, making voting decisions, and ensuring that proxies are submitted in a timely fashion. We have retained Institutional Shareholder Services to provide objective analysis and recommendations to assist the analyst and Proxy Committee in their evaluation of each proxy proposal.

 

II. Disclosure to clients

 

We will disclose to clients how they can obtain information from us on how client portfolio securities were voted. This disclosure will be made annually. At the same time, we will provide a summary of these proxy voting policies and procedures to clients, and, upon request, will provide them with a copy of the same.

 

III. Recordkeeping

 

We will maintain the following records with respect to proxy voting:

 

   

a copy of our proxy voting policies and procedures;

 

   

a copy of all proxy statements received (the Adviser may rely on a third party or the SEC’s EDGAR system to satisfy this requirement);

 

   

a record of each vote cast on behalf of a client (the Adviser may rely on a third party to satisfy this requirement);

 

   

a copy of any document prepared by the Adviser that was material to making a voting decision or that memorializes the basis for that decision; and

 

   

a copy of each written client request for information on how we voted proxies on the client’s behalf, and a copy of any written response to any (written or oral) client request for information on how we voted proxies on behalf of the requesting client.

 

These books and records shall be made and maintained in accordance with the requirements and time periods provided in Rule 204-2 of the Investment Advisers Act of 1940.

 

IV. Proxy voting guidelines

 

The attached proxy voting guidelines summarize our position on various issues of concern to clients and Fund shareholders and give a general indication as to how we will vote shares on each issue. However, this list is not exhaustive and does not include all potential voting issues and for that reason, there may be instances where we may not vote the client’s shares in strict accordance with these guidelines. Alternatively, clients may give us their own written proxy voting guidelines to which we will endeavor to adhere for their account.

 

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V. Conflicts of interest

 

There may be instances where our interests conflict, or appear to conflict, with client interests. For example, we may manage a portion of a pension plan of a company whose management is soliciting proxies. There may be a concern that we would vote in favor of management because of our relationship with the company. Or, for example, we (or our senior executive officers) may have business or personal relationships with corporate directors or candidates for directorship.

 

Our duty is to vote proxies in the best interests of our clients and Fund shareholders. Therefore, in situations where there is a conflict of interest, we will take one of the following steps to resolve the conflict:

 

  1. Vote the securities based on a pre-determined voting policy if the application of the policy to the matter presented involves little discretion on our part;

 

  2. Vote the securities in accordance with a pre-determined policy based upon the recommendations of an independent third party, such as a proxy voting service; or

 

  3. Disclose the conflict to the client and obtain the client’s or Board’s direction to vote the proxies.

 

Proxy Voting Guidelines

 

I. Overview

 

In general, we vote proxies in a manner designed to maximize the value of our clients’ investment. We review all proxy proposals on a case-by-case basis. We generally support those proposals that promote shareholder corporate governance rights and management/board accountability. We also generally support management/board compensation proposals that are intended to enhance the long-term economic value of the corporation for shareholders. In evaluating a particular proxy proposal, we take into consideration many things including the costs involved in the proxy proposal, the existing governance of the affected company, as well as its management and operations.

 

The following policies are designed to provide guidelines to be followed in most situations but shall not be binding on the Adviser. In certain cases, we may vote differently due to the particular facts and circumstance of a proposal and the company and/or client objectives.

 

II. Election of the board of directors

 

We believe that good governance starts with an independent board all of whose members are elected annually by confidential voting. In addition, key board committees should be entirely independent. “Independence” with respect to directors and committee members shall be defined in accordance with the applicable self-regulatory organization definition.

 

   

We generally support the election of directors that result in a board made up of a majority of independent directors.

 

   

We may withhold votes for non-independent directors who serve on the audit, compensation, and/or nominating committees of the board.

 

   

We hold directors accountable for the actions of the committees on which they serve. For example, we may withhold votes for nominees who serve on the compensation committee if they approve excessive compensation arrangements, propose equity-based compensation plans that unduly dilute the ownership interests of shareholders, or approve the repricing of outstanding options without shareholder approval.

 

   

We generally vote for proposals that seek to fix the size of the board

 

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We view the election of a company’s board of directors as one of the most fundamental rights held by shareholders of the company. Because a classified board structure prevents shareholders from electing a full slate of directors at annual meetings, we generally vote against proposals that would result in classified boards. We may vote in favor of shareholder or management proposals to declassify a board of directors.

 

III. Compensation

 

We review all proposals relating to management and director compensation in light of the company’s performance and corporate governance practices. We normally vote against significant compensation increases or compensation not tied to the company performance in instances where we believe the company is underperforming and/or management has not added value to the company.

 

We encourage the use of reasonably designed equity-based compensation plans that align the interests of corporate management with those of shareholders by providing officers and employees with an incentive to increase shareholder value. Conversely, we are opposed to plans that substantially dilute our ownership interest in the company, provide participants with excessive awards, or have inherently objectionable structural features. All awards of stock-based compensation should be reasonable in light of company and management performance and the industry peer group.

 

   

We review proposals to approve equity-based compensation plans on a case-by-case basis. In evaluating the proposal, we assess the dilutive effect of the plan based on a profile of the company and similar companies. We will generally vote against a plan if we determine that it would be too dilutive.

 

IV. Approval of independent auditors

 

We believe that the relationship between the company and its auditors should be limited primarily to the audit engagement, although it may include certain closely related activities that comply with SEC requirements and do not, in the aggregate, raise any appearance of impaired independence.

 

   

We may vote against the approval or ratification of auditors where non-audit fees make up a substantial portion of the total fees paid by the company to the audit firm.

 

   

We will evaluate on a case-by-case basis instances in which the audit firm has substantial non-audit relationships with the company (regardless of its size relative to the audit fee) to determine whether we believe independence has been compromised.

 

V. Social, political and environmental issues

 

Proposals in this category, initiated primarily by shareholders, typically request that the company disclose or amend certain business practices.

 

   

We recognize that the activity or inactivity of a company with respect to matters of social, political or environmental concern may have an effect upon the economic success of the company and the value of its securities. However, we do not consider it appropriate, or in our client’s interests, to impose our own standards on others. Therefore, we will normally support management’s position on matters of social, political or environmental concern, except where we believe that a different position would be in the clear economic interests of company shareholders.

 

VI. Other situations

 

No set of guidelines can anticipate all situations that may arise. With respect to proposals not addressed by these guidelines, we will vote in a manner that we consider to be in the best interest of our clients.

 

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J.P. MORGAN INVESTMENT MANAGEMENT INC.

 

PROXY VOTING GUIDELINES

 

J.P. Morgan Investment Management, Inc. (“JPMorgan”) and its affiliated advisers are part of a global asset management organization with the capability to invest in securities of issuers located around the globe. JPMorgan may be granted by its clients the authority to vote the proxies of the securities held in client portfolios. To ensure that the proxies are voted in the best interests of its clients, JPMorgan has adopted detailed proxy voting procedures (“Procedures”) that incorporate detailed proxy guidelines (“Guidelines”) for voting proxies on specific types of issues. Because the regulatory framework and the business cultures and practices vary from region to region, the Guidelines are customized for each region to take into account such variations. Separate Guidelines cover the regions of (1) North America, (2) Europe, Middle East, Africa, Central America and South America, (3) Asia (ex-Japan) and (4) Japan, respectively.

 

Notwithstanding the variations among the Guidelines, all of the Guidelines have been designed with the uniform objective of encouraging corporate action that enhances shareholder value. As a general rule, in voting proxies of a particular security, JPMorgan and its affiliated advisers will apply the Guidelines of the region in which the issuer of such security is organized. Except as noted below, proxy voting decisions will be made in accordance with the Guidelines covering a multitude of both routine and non-routine matters that JPMorgan and its affiliated advisers have encountered globally, based on many years of collective investment management experience.

 

To oversee and monitor the proxy-voting process, JPMorgan has established a proxy committee and appointed a proxy administrator in each global location where proxies are voted. The primary function of each proxy committee is to review periodically general proxy-voting matters, review and approve the Guidelines annually, and provide advice and recommendations on general proxy-voting matters as well as on specific voting issues. The procedures permit an independent voting service, currently Institutional RiskMetrics Group Inc. (“RM”) in the U.S., to perform certain services otherwise carried out or coordinated by the proxy administrator.

 

Although for many matters the Guidelines specify the votes to be cast, for many others, the Guidelines contemplate case-by-case determinations. In addition, there will undoubtedly be proxy matters that are not contemplated by the Guidelines. For both of these categories of matters and to override the Guidelines, the Procedures require a certification and review process to be completed before the vote is cast. That process is designed to identify actual or potential material conflicts of interest (between the Fund on the one hand, and the Fund’s investment adviser, principal underwriter or an affiliate of any of the foregoing, on the other hand) and ensure that the proxy vote is cast in the best interests of the Fund. When a potential material conflict of interest has been identified, the proxy administrator and a subgroup of proxy committee members (composed of a member from the Investment Department and one or more members from the Legal, Compliance, Operations or Risk Management Departments) will evaluate the potential conflict of interest and determine whether such conflict actually exists, and if so, will recommend how the Adviser will vote the proxy. In addressing any material conflict, JPMorgan may take one or more of the following measures (or other appropriate action): removing or “walling off” from the proxy voting process certain JPMorgan personnel with knowledge of the conflict, voting in accordance with any applicable Guideline if the application of the Guideline would objectively result in the casting of a proxy vote in a predetermined manner, or deferring the vote to RM, which will vote in accordance with its own recommendation.

 

The following summarizes some of the more noteworthy types of proxy voting policies of the non-U.S. Guidelines:

 

   

Corporate governance procedures differ among the countries. Because of time constraints and local customs, it is not always possible for JPMorgan to receive and review all proxy materials in

 

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connection with each item submitted for a vote. Many proxy statements are in foreign languages. Proxy materials are generally mailed by the issuer to the sub-custodian which holds the securities for the client in the country where the portfolio company is organized, and there may not be sufficient time for such materials to be transmitted to JPMorgan in time for a vote to be cast. In some countries, proxy statements are not mailed at all, and in some locations, the deadline for voting is two to four days after the initial announcement that a vote is to be solicited. JPMorgan also considers the cost of voting in light of the expected benefit of the vote.

 

   

Where proxy issues concern corporate governance, takeover defense measures, compensation plans, capital structure changes and so forth, JPMorgan pays particular attention to management’s arguments for promoting the prospective change. JPMorgan’s sole criterion in determining its voting stance is whether such changes will be to the economic benefit of the beneficial owners of the shares.

 

   

JPMorgan is in favor of a unitary board structure of the type found in the United Kingdom as opposed to tiered board structures. Thus, JPMorgan will generally vote to encourage the gradual phasing out of tiered board structures, in favor of unitary boards. However, since tiered boards are still very prevalent in markets outside of the United Kingdom, local market practice will always be taken into account.

 

   

JPMorgan will use its voting powers to encourage appropriate levels of board independence, taking into account local market practice.

 

   

JPMorgan will usually vote against discharging the board from responsibility in cases of pending litigation, or if there is evidence of wrongdoing for which the board must be held accountable.

 

   

JPMorgan will vote in favor of increases in capital which enhance a company’s long-term prospects. JPMorgan will also vote in favor of the partial suspension of preemptive rights if they are for purely technical reasons (e.g., rights offers which may not be legally offered to shareholders in certain jurisdictions). However, JPMorgan will vote against increases in capital which would allow the company to adopt “poison pill” takeover defense tactics, or where the increase in authorized capital would dilute shareholder value in the long term.

 

   

JPMorgan will vote in favor of proposals which will enhance a company’s long-term prospects. JPMorgan will vote against an increase in bank borrowing powers which would result in the company reaching an unacceptable level of financial leverage, where such borrowing is expressly intended as part of a takeover defense, or where there is a material reduction in shareholder value.

 

   

JPMorgan reviews shareholder rights plans and poison pill proposals on a case-by-case basis; however, JPMorgan will generally vote against such proposals and vote for revoking existing plans.

 

   

Where social or environmental issues are the subject of a proxy vote, JPMorgan will consider the issue on a case-by-case basis, keeping in mind at all times the best economic interests of its clients.

 

   

With respect to Asia, for routine proxies (e.g., in respect of voting at the Annual General Meeting of Shareholders) JPMorgan’s position is to neither vote in favor or against. For Extraordinary General Meetings of Shareholders, however, where specific issues are put to a shareholder vote, these issues are analyzed by the respective country specialist concerned. A decision is then made based on his or her judgment.

 

The following summarizes some of the more noteworthy types of proxy voting policies of the U.S. Guidelines:

 

   

JPMorgan considers votes on director nominees on a case-by-case basis. Votes generally will be withheld from directors who: (a) attend less than 75% of board and committee meetings without a valid excuse; (b) implement or renew a dead-hand poison pill; (c) are affiliated directors who serve on audit, compensation or nominating committees or are affiliated directors and the full board

 

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serves on such committees or the company does not have such committees; or (d) ignore a shareholder proposal that is approved for two consecutive years by a majority of either the shares outstanding or the votes cast.

 

   

JPMorgan votes proposals to classify boards on a case-by-case basis, but will vote in favor of such proposal if the issuer’s governing documents contain each of eight enumerated safeguards (for example, a majority of the board is composed of independent directors and the nominating committee is composed solely of such directors).

 

   

JPMorgan also considers management poison pill proposals on a case-by-case basis, looking for shareholder-friendly provisions before voting in favor.

 

   

JPMorgan votes against proposals for a super-majority vote to approve a merger.

 

   

JPMorgan considers proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan on a case-by-case basis, taking into account the extent of dilution and whether the transaction will result in a change in control.

 

   

JPMorgan votes proposals on a stock option plan based primarily on a detailed, quantitative analysis that takes into account factors such as estimated dilution to shareholders’ equity and dilution to voting power. JPMorgan generally considers other management compensation proposals on a case-by-case basis.

 

   

JPMorgan also considers on a case-by-case basis proposals to change an issuer’s state of incorporation, mergers and acquisitions and other corporate restructuring proposals and certain social and environmental issue proposals.

 

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LORD, ABBETT & CO. LLC

 

Proxy Voting Policies and Procedures

April 17, 2008

 

INTRODUCTION

 

Lord Abbett has a Proxy Committee responsible for establishing voting policies and for the oversight of its proxy voting process. Lord Abbett’s Proxy Committee consists of the portfolio managers of each investment team and certain members of those teams, the Chief Administrative Officer for the Investment Department, the Firm’s Chief Investment Officer and its General Counsel. Once policy is established, it is the responsibility of each investment team leader to assure that each proxy for that team’s portfolio is voted in a timely manner in accordance with those policies. In each case where an investment team declines to follow a recommendation of a company’s management, a detailed explanation of the reason(s) for the decision is entered into the proxy voting system. Lord Abbett has retained Risk Metrics Group, formerly Institutional Shareholder Services (“RMG”) to analyze proxy issues, and to provide assistance in the administration of the proxy process, including maintaining complete proxy voting records.

 

The Boards of Directors of each of the Lord Abbett Mutual Funds established several years ago a Proxy Committee, composed solely of independent directors. The Funds’ Proxy Committee Charter provides that the Committee shall (i) monitor the actions of Lord Abbett in voting securities owned by the Funds; (ii) evaluate the policies of Lord Abbett in voting securities; (iii) meet with Lord Abbett to review the policies in voting securities, the sources of information used in determining how to vote on particular matters, and the procedures used to determine the votes in any situation where there may be a conflict of interest.

 

Lord Abbett is a privately-held firm, and we conduct only one business: we manage the investment portfolios of our clients. We are not part of a larger group of companies conducting diverse financial operations. We would therefore expect, based on our past experience, that the incidence of an actual conflict of interest involving Lord Abbett’s proxy voting process would be limited. Nevertheless, if a potential conflict of interest were to arise, involving one or more of the Lord Abbett Funds, where practicable we would disclose this potential conflict to the affected Funds’ Proxy Committees and seek voting instructions from those Committees in accordance with the procedures described below under “Specific Procedures for Potential Conflict Situations”. If it were not practicable to seek instructions from those Committees, Lord Abbett would simply follow its proxy voting policies or, if the particular issue were not covered by those policies, we would follow a recommendation of RMG. If such a conflict arose with any other client, Lord Abbett would simply follow its proxy voting policies or, if the particular issue were not covered by those policies, we would follow the recommendation of RMG.

 

SPECIFIC PROCEDURES FOR POTENTIAL CONFLICT SITUATIONS

 

Situation 1.     Fund Independent Board Member on Board (or Nominee for Election to Board) of Publicly Held Company Owned by a Lord Abbett Fund.

 

Lord Abbett will compile a list of all publicly held companies where an Independent Board Member serves on the board of directors, or has indicated to Lord Abbett that he is a nominee for election to the board of directors (a “Fund Director Company”). If a Lord Abbett Fund owns stock in a Fund Director Company, and if Lord Abbett has decided not to follow the proxy voting recommendation of RMG, then Lord Abbett shall bring that issue to the Fund’s Proxy Committee for instructions on how to vote that proxy issue.

 

The Independent Directors have decided that the Director on the board of the Fund Director Company will not participate in any discussion by the Fund’s Proxy Committee of any proxy issue for that Fund Director Company or in the voting instruction given to Lord Abbett.

 

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Situation 2      Lord Abbett has a Significant Business Relationship with a Company.

 

Lord Abbett will compile a list of all publicly held companies (or which are a subsidiary of a publicly held firm) that have a significant business relationship with Lord Abbett (a “Relationship Firm”). A “significant business relationship” for this purpose means: (a) a broker dealer firm which sells one percent or more of the Lord Abbett Funds’ total shares for the last 12 months; (b) a firm which is a sponsor firm with respect to Lord Abbett’s Separately Managed Account business; (c) an institutional client which has an investment management agreement with Lord Abbett; (d) an institutional investor having at least $5 million in Class J shares of the Lord Abbett Funds; and (e) a large plan 401(k) client with at least $5 million under management with Lord Abbett.

 

For each proxy issue involving a Relationship Firm, Lord Abbett shall notify the Fund’s Proxy Committee and shall seek voting instructions from the Fund’s Proxy Committee only in those situations where Lord Abbett has proposed not to follow the recommendations of ISS.

 

SUMMARY OF PROXY VOTING GUIDELINES

 

Lord Abbett generally votes in accordance with management’s recommendations on the election of directors, appointment of independent auditors, changes to the authorized capitalization (barring excessive increases) and most shareholder proposals. This policy is based on the premise that a broad vote of confidence on such matters is due the management of any company whose shares we are willing to hold.

 

Election of Directors

 

Lord Abbett will generally vote in accordance with management’s recommendations on the election of directors. However, votes on director nominees are made on a case-by- case basis. Factors that are considered include current composition of the board and key- board nominees, long-term company performance relative to a market index, and the directors’ investment in the company. We also consider whether the Chairman of the board is also serving as CEO, and whether a retired CEO sits on the board, as these situations may create inherent conflicts of interest. We generally will vote in favor of separation of the Chairman and CEO functions when management supports such a requirement, but we will make our determination to vote in favor of or against such a proposed requirement on a case-by-case basis.

 

There are some actions by directors that may result in votes being withheld.

 

These actions include but are not limited to:

 

  1) Attending less than 75% of board and committee meetings without a valid excuse.

 

  2) Ignoring shareholder proposals that are approved by a majority of votes for two consecutive years.

 

  3) Failing to act on takeover offers where a majority of shareholders tendered their shares.

 

  4) Serving as inside directors and sit on an audit, compensation, stock option or nomination committee.

 

  5) Failing to replace management as appropriate.

 

We will generally vote in favor of proposals requiring that directors be elected by a majority of the shares represented and voting at a meeting at which a quorum is present, although special considerations in individual cases may cause us to vote against such a proposal. We will consider on a case-by-case basis proposals to elect directors annually. The ability to elect directors is the single most important use of the shareholder franchise, and, as a general matter, we believe that all directors should be accountable on an annual basis. Nonetheless, we recognize that the basic premise of the staggered election of directors is to

 

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provide a continuity of experience on the board and to prevent a precipitous change in the composition of the board. Moreover, in certain cases, shareholders need some form of protection from hostile takeover attempts, and boards need tools and leverage in order to negotiate effectively with potential acquirers, and a classified board may give incumbent management the ability to combat a hostile takeover attempt and thereby preserve shareholder value. Accordingly, we will examine proposals to classify or declassify boards of directors on a case-by-case basis and vote in the manner we determine to be in the best interest of shareholders.

 

Incentive Compensation Plans

 

We usually vote with management regarding employee incentive plans and changes in such plans, but these issues are looked at very closely on a case by case basis. We use RMG for guidance on appropriate compensation ranges for various industries and company sizes. In addition to considering the individual expertise of management and the value they bring to the company, we also consider the costs associated with stock-based incentive packages including shareholder value transfer and voting power dilution.

 

We scrutinize very closely the approval of repricing or replacing underwater stock options, taking into consideration the following:

 

  1) The stock’s volatility, to ensure the stock price will not be back in the money over the near term.

 

  2) Management’s rationale for why the repricing is necessary.

 

  3) The new exercise price, which must be set at a premium to market price to ensure proper employee motivation.

 

  4) Other factors, such as the number of participants, term of option, and the value for value exchange.

 

In large-cap companies we would generally vote against plans that promoted short-term performance at the expense of longer-term objectives. Dilution, either actual or potential, is, of course, a major consideration in reviewing all incentive plans. Team leaders in small- and mid-cap companies often view option plans and other employee incentive plans as a critical component of such companies’ compensation structure, and have discretion to approve such plans, notwithstanding dilution concerns.

 

Shareholder Rights

 

Cumulative Voting

 

We generally oppose cumulative voting proposals on the ground that a shareowner or special group electing a director by cumulative voting may seek to have that director represent a narrow special interest rather than the interests of the shareholders as a whole.

 

Confidential Voting

 

There are both advantages and disadvantages to a confidential ballot. Under the open voting system, any shareholder that desires anonymity may register the shares in the name of a bank, a broker or some other nominee. A confidential ballot may tend to preclude any opportunity for the board to communicate with those who oppose management proposals.

 

On balance we believe shareholder proposals regarding confidential balloting should generally be approved, unless in a specific case, countervailing arguments appear compelling.

 

Supermajority Voting

 

Supermajority provisions violate the principle that a simple majority of voting shares should be all that is necessary to effect change regarding a company and its corporate governance provisions. Requiring more

 

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than this may permit management to entrench themselves by blocking amendments that are in the best interest of shareholders.

 

Takeover Issues

 

Votes on mergers and acquisitions must be considered on a case by case basis. The voting decision should depend on a number of factors, including: anticipated financial and operating benefits, the offer price, prospects of the combined companies, changes in corporate governance and their impact on shareholder rights. It is our policy to vote against management proposals to require supermajority shareholder vote to approve mergers and other significant business combinations, and to vote for shareholder proposals to lower supermajority vote requirements for mergers and acquisitions. We are also opposed to amendments that attempt to eliminate shareholder approval for acquisitions involving the issuance of more than 10% of the company’s voting stock. Restructuring proposals will also be evaluated on a case by case basis following the same guidelines as those used for mergers.

 

Among the more important issues that we support, as long as they are not tied in with other measures that clearly entrench management, are:

 

  1) Anti-greenmail provisions, which prohibit management from buying back shares at above market prices from potential suitors without shareholder approval.

 

  2) Fair Price Amendments, to protect shareholders from inequitable two-tier stock acquisition offers.

 

  3) Shareholder Rights Plans (so-called “Poison Pills”), usually “blank check” preferred and other classes of voting securities that can be issued without further shareholder approval. However, we look at these proposals on a case by case basis, and we only approve these devices when proposed by companies with strong, effective managements to force corporate raiders to negotiate with management and assure a degree of stability that will support good long-range corporate goals. We vote for shareholder proposals asking that a company submit its poison pill for shareholder ratification.

 

  4) “Chewable Pill” provisions, are the preferred form of Shareholder Rights Plan. These provisions allow the shareholders a secondary option when the Board refuses to withdraw a poison pill against a majority shareholder vote. To strike a balance of power between management and the shareholder, ideally “Chewable Pill” provisions should embody the following attributes, allowing sufficient flexibility to maximize shareholder wealth when employing a poison pill in negotiations:

 

   

Redemption Clause allowing the board to rescind a pill after a potential acquirer has surpassed the ownership threshold.

 

   

No dead-hand or no-hand pills.

 

   

Sunset Provisions which allow the shareholders to review, and reaffirm or redeem a pill after a predetermined time frame.

 

   

Qualifying Offer Clause which gives shareholders the ability to redeem a poison pill when faced with a bona fide takeover offer.

 

Social Issues

 

It is our general policy to vote as management recommends on social issues, unless we feel that voting otherwise will enhance the value of our holdings. We recognize that highly ethical and competent managements occasionally differ on such matters, and so we review the more controversial issues closely.

 

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MARSICO CAPITAL MANAGEMENT, LLC

 

PROXY VOTING POLICY AND PROCEDURES

 

It is the policy of Marsico Capital Management, LLC (“MCM”) to seek to vote or otherwise process, such as by a decision to abstain from voting or to take no action on, proxies over which it has voting authority in the best interests of MCM’s clients, as summarized here.

 

 

MCM’s security analysts generally review proxy proposals as part of their monitoring of portfolio companies. Under MCM’s investment discipline, one of the qualities that MCM generally seeks in companies selected for client portfolios is good management teams that generally seek to serve shareholder interests. Because MCM believes that the management teams of most companies it invests in generally seek to serve shareholder interests, MCM believes that voting proxy proposals in clients’ best economic interests usually means voting with the recommendations of these management teams (including their boards of directors).

 

 

In certain circumstances, MCM’s vote-by-vote analysis of proxy proposals could lead it to conclude that particular management recommendations may not appear as closely aligned with shareholder interests as MCM may deem desirable, or could be disregarded in the best interests of shareholders. In those and other circumstances, MCM may, in its sole discretion, vote against a management recommendation (or abstain or take no action) based on its analysis if such a vote appears consistent with the best interests of clients.

 

 

MCM may process certain proxies without voting them, such as by making a decision to abstain from voting or take no action on such proxies (or on certain proposals within such proxies). Examples include, without limitation, proxies issued by companies that MCM has decided to sell, proxies issued for securities that MCM did not select for a client portfolio (such as, without limitation, securities that were selected by a previous adviser, unsupervised securities held in a client’s account, money market securities, or other securities selected by clients or their representatives other than MCM), or proxies issued by foreign companies that impose burdensome or unreasonable voting, power of attorney, or holding requirements. MCM also may abstain from voting, or take no action on, proxies in other circumstances, such as when voting may not be in the best interests of clients, as an alternative to voting with (or against) management, or when voting may be unduly burdensome or expensive or if MCM may have a material conflict of interest in voting certain proxies and alternative voting procedures are not desirable.

 

 

In circumstances when there may be an apparent material conflict of interest between MCM’s interests and clients’ interests in how proxies are voted (such as when MCM knows that a proxy issuer is also an MCM client), MCM generally will resolve any appearance concerns by causing those proxies to be “echo voted” or “mirror voted” in the same proportion as other votes, or by voting the proxies as recommended by an independent service provider or by abstaining or taking no action. In other cases, MCM might use other procedures to resolve an apparent conflict.

 

 

MCM may use an independent service provider to assist in voting proxies, keep voting records, and disclose voting information to clients. MCM’s Proxy Voting policy and reports describing the voting of a client’s proxies are available to the client on request.

 

 

MCM seeks to ensure that, to the extent reasonably feasible, proxies for which MCM receives ballots in good order and receives timely notice will be voted or otherwise processed (such as through a decision to abstain or take no action) as intended under MCM’s Proxy Voting policy and procedures. MCM may be unable to vote or otherwise process proxy ballots that are not received or processed in a timely manner due to functional limitations of the proxy voting system, custodial limitations or other factors beyond MCM’s control. Such ballots may include, without limitation, ballots for securities out on loan under securities lending programs initiated by the client or its custodian, ballots not timely forwarded by a custodian, or ballots for which MCM does not timely receive essential information such as the proxy proposal itself or modifications to the required voting date. Other ballots may be voted but not counted, or may be counted in an unexpected way, because of factors such as foreign voting requirements or other limitations.

 

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MASSACHUSETTS FINANCIAL SERVICES COMPANY

 

PROXY VOTING POLICIES AND PROCEDURES

 

January 1, 2009

 

Massachusetts Financial Services Company, MFS Institutional Advisors, Inc., MFS International (UK) Limited, MFS Heritage Trust Company, and MFS’ other investment adviser subsidiaries (except Four Pillars Capital, Inc.) (collectively, “MFS”) have adopted proxy voting policies and procedures, as set forth below (“MFS Proxy Voting Policies and Procedures”), with respect to securities owned by the clients for which MFS serves as investment adviser and has the power to vote proxies, including the registered investment companies sponsored by MFS (the “MFS Funds”). References to “clients” in these policies and procedures include the MFS Funds and other clients of MFS, such as funds organized offshore, sub-advised funds and separate account clients, to the extent these clients have delegated to MFS the responsibility to vote proxies on their behalf under the MFS Proxy Voting Policies and Procedures.

 

The MFS Proxy Voting Policies and Procedures include:

 

  A. Voting Guidelines;

 

  B. Administrative Procedures;

 

  C. Monitoring System;

 

  D. Records Retention; and

 

  E. Reports.

 

A. VOTING GUIDELINES

 

1. General Policy; Potential Conflicts of Interest

 

MFS’ policy is that proxy voting decisions are made in what MFS believes to be the best long-term economic interests of MFS’ clients, and not in the interests of any other party or in MFS' corporate interests, including interests such as the distribution of MFS Fund shares, and institutional relationships.

 

In developing these proxy voting guidelines, MFS periodically reviews corporate governance issues and proxy voting matters that are presented for shareholder vote by either management or shareholders of public companies. Based on the overall principle that all votes cast by MFS on behalf of its clients must be in what MFS believes to be the best long-term economic interests of such clients, MFS has adopted proxy voting guidelines, set forth below, that govern how MFS generally will vote on specific matters presented for shareholder vote. In all cases, MFS will exercise its discretion in voting on these matters in accordance with this overall principle. In other words, the underlying guidelines are simply that — guidelines. Proxy items of significance are often considered on a case-by-case basis, in light of all relevant facts and circumstances, and in certain cases MFS may vote proxies in a manner different from what otherwise would be dictated by these guidelines.

 

As a general matter, MFS maintains a consistent voting position on similar proxy proposals with respect to various issuers. In addition, MFS generally votes consistently on the same matter when securities of an issuer are held by multiple client accounts. However, MFS recognizes that there are gradations in certain types of proposals that might result in different voting positions being taken with respect to different proxy statements. There also may be situations involving matters presented for shareholder vote that are not governed by the guidelines or situations where MFS has received explicit voting instructions from a client for its own account. Some items that otherwise would be acceptable will be voted against the proponent

 

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when it is seeking extremely broad flexibility without offering a valid explanation. MFS reserves the right to override the guidelines with respect to a particular shareholder vote when such an override is, in MFS’ best judgment, consistent with the overall principle of voting proxies in the best long-term economic interests of MFS’ clients.

 

From time to time, MFS may receive comments on the MFS Proxy Voting Policies and Procedures from its clients. These comments are carefully considered by MFS when it reviews these guidelines each year and revises them as appropriate.

 

These policies and procedures are intended to address any potential material conflicts of interest on the part of MFS or its subsidiaries that are likely to arise in connection with the voting of proxies on behalf of MFS’ clients. If such potential material conflicts of interest do arise, MFS will analyze, document and report on such potential material conflicts of interest (see Sections B.2 and E below), and shall ultimately vote the relevant proxies in what MFS believes to be the best long-term economic interests of its clients. The MFS Proxy Voting Committee is responsible for monitoring and reporting with respect to such potential material conflicts of interest.

 

2. MFS’ Policy on Specific Issues

 

Election of Directors

 

MFS believes that good governance should be based on a board with at least a simple majority of directors who are “independent” of management, and whose key committees (e.g., compensation, nominating, and audit committees) are comprised entirely of “independent” directors. While MFS generally supports the board’s nominees in uncontested elections, we will not support a nominee to a board of a U.S. issuer if, as a result of such nominee being elected to the board, the board would be comprised of a majority of members who are not “independent” or, alternatively, the compensation, nominating (including instances in which the full board serves as the nominating committee) or audit committees would include members who are not “independent.”

 

MFS will also not support a nominee to a board if we can determine that he or she failed to attend at least 75% of the board and/or relevant committee meetings in the previous year without a valid reason stated in the proxy materials. In addition, MFS will not support all nominees standing for re-election to a board if we can determine: (1) since the last annual meeting of shareholders and without shareholder approval, the board or its compensation committee has re-priced underwater stock options; or (2) since the last annual meeting, the board has either implemented a poison pill without shareholder approval or has not taken responsive action to a majority shareholder approved resolution recommending that the “poison pill” be rescinded. Responsive action would include the rescission of the “poison pill” (without a broad reservation to reinstate the “poison pill” in the event of a hostile tender offer), or assurance in the proxy materials that the terms of the “poison pill” would be put to a binding shareholder vote within the next five to seven years.

 

MFS will also not support a nominee (other than a nominee who serves as the issuer’s Chief Executive Officer) standing for re-election if such nominee participated (as a director or committee member) in the approval of senior executive compensation that MFS deems to be “excessive” due to pay for performance issues and/or poor pay practices. In the event that MFS determines that an issuer has adopted “excessive” executive compensation, MFS may also not support the re-election of the issuer’s Chief Executive Officer as director regardless of whether the Chief Executive Officer participated in the approval of the package. MFS will determine whether senior executive compensation is excessive on a case by case basis. Examples of poor pay practices include, but are not limited to, egregious employment contract terms or pension payouts, backdated stock options, overly generous hiring bonuses for chief executive officers, or excessive perks.

 

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MFS evaluates a contested or contentious election of directors on a case-by-case basis considering the long-term financial performance of the company relative to its industry, management's track record, the qualifications of the nominees for both slates, if applicable, and an evaluation of what each side is offering shareholders.

 

Majority Voting and Director Elections

 

MFS votes for reasonably crafted proposals calling for directors to be elected with an affirmative majority of votes cast and/or the elimination of the plurality standard for electing directors (including binding resolutions requesting that the board amend the company’s bylaws), provided the proposal includes a carve-out for a plurality voting standard when there are more director nominees than board seats ( e.g.,  contested elections) (“Majority Vote Proposals”). MFS considers voting against Majority Vote Proposals if the company has adopted, or has proposed to adopt in the proxy statement, formal corporate governance principles that present a meaningful alternative to the majority voting standard and provide an adequate response to both new nominees as well as incumbent nominees who fail to receive a majority of votes cast. MFS believes that a company’s election policy should address the specific circumstances at that company. In determining whether the issuer has a meaningful alternative to the majority voting standard, MFS considers whether a company’s election policy articulates the following elements to address each director nominee who fails to receive an affirmative majority of votes cast in an election:

 

   

Establish guidelines for the process by which the company determines the status of nominees who fail to receive an affirmative majority of votes cast and disclose the guidelines in the annual proxy statement;

 

   

Guidelines should include a reasonable timetable for resolution of the nominee’s status and a requirement that the resolution be disclosed together with the reasons for the resolution;

 

   

Vest management of the process in the company’s independent directors, other than the nominee in question; and

 

   

Outline the range of remedies that the independent directors may consider concerning the nominee.

 

Classified Boards

 

MFS opposes proposals to classify a board ( e.g. a board in which only one-third of board members is elected each year). MFS supports proposals to declassify a board.

 

Non-Salary Compensation Programs

 

MFS votes against stock option programs for officers, employees or non-employee directors that do not require an investment by the optionee, that give “free rides” on the stock price, or that permit grants of stock options with an exercise price below fair market value on the date the options are granted.

 

MFS also opposes stock option programs that allow the board or the compensation committee, without shareholder approval, to reprice underwater options or to automatically replenish shares ( i.e. evergreen plans). MFS will consider on a case-by-case basis proposals to exchange existing options for newly issued options (taking into account such factors as whether there is a reasonable value-for-value exchange).

 

MFS opposes stock option programs and restricted stock plans that provide unduly generous compensation for officers, directors or employees, or could result in excessive dilution to other shareholders. As a general guideline, MFS votes against restricted stock plans, stock option, non-employee director, omnibus stock plans and any other stock plan if all such plans for a particular company involve potential dilution, in the aggregate, of more than 15%. However, MFS will also vote against stock plans that involve potential dilution, in aggregate, of more than 10% at U.S. issuers that are listed in the Standard and Poor’s 100 index as of December 31 of the previous year.

 

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Expensing of Stock Options

 

MFS supports shareholder proposals to expense stock options because we believe that the expensing of options presents a more accurate picture of the company’s financial results to investors. We also believe that companies are likely to be more disciplined when granting options if the value of stock options were treated as an expense item on the company’s income statements.

 

Executive Compensation

 

MFS believes that competitive compensation packages are necessary to attract, motivate and retain executives. Therefore, MFS opposes shareholder proposals that seek to set restrictions on executive compensation. We believe that the election of an issuer’s compensation committee members is the appropriate mechanism to express our view on a company’s compensation practices, as outlined above. MFS also opposes shareholder requests for disclosure on executive compensation beyond regulatory requirements because we believe that current regulatory requirements for disclosure of executive compensation are appropriate and that additional disclosure is often unwarranted and costly. Although we support linking executive stock option grants to a company’s performance, MFS opposes shareholder proposals that mandate a link of performance-based options to a specific industry or peer group stock index. MFS believes that compensation committees should retain the flexibility to propose the appropriate index or other criteria by which performance-based options should be measured.

 

MFS will generally support management proposals on its executive compensation practices during the issuer’s prior fiscal year. However, if MFS identifies excessive executive compensation practices during the issuer’s prior fiscal year, then MFS will vote against such proposals.

 

MFS generally votes with management on shareholder proposals to include an annual advisory shareholder vote on the company’s executive compensation practices in the issuer’s proxy statement (“Say on Pay”). However, if MFS identifies excessive executive compensation practices at the issuer during the prior fiscal year, then MFS will support such Say on Pay shareholder proposals at those issuers. MFS also supports reasonably crafted shareholder proposals that (i) require the issuer to adopt a policy to recover the portion of performance-based bonuses and awards paid to senior executives that were not earned based upon a significant negative restatement of earnings unless the company already has adopted a clearly satisfactory policy on the matter, or (ii) expressly prohibit any future backdating of stock options.

 

Employee Stock Purchase Plans

 

MFS supports the use of a broad-based employee stock purchase plans to increase company stock ownership by employees, provided that shares purchased under the plan are acquired for no less than 85% of their market value and do not result in excessive dilution.

 

“Golden Parachutes”

 

From time to time, shareholders of companies have submitted proxy proposals that would require shareholder approval of severance packages for executive officers that exceed certain predetermined thresholds. MFS votes in favor of such shareholder proposals when they would require shareholder approval of any severance package for an executive officer that exceeds a certain multiple of such officer’s annual compensation that is not determined in MFS’ judgment to be excessive.

 

Anti-Takeover Measures

 

In general, MFS votes against any measure that inhibits capital appreciation in a stock, including proposals that protect management from action by shareholders. These types of proposals take many forms, ranging from “poison pills” and “shark repellents” to super-majority requirements.

 

MFS generally votes for proposals to rescind existing “poison pills” and proposals that would require shareholder approval to adopt prospective “poison pills,” unless the company already has adopted a clearly

 

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satisfactory policy on the matter. MFS may consider the adoption of a prospective “poison pill” or the continuation of an existing “poison pill” if we can determine that the following two conditions are met: (1) the “poison pill” allows MFS clients to hold an aggregate position of up to 15% of a company's total voting securities (and of any class of voting securities); and (2) either (a) the “poison pill” has a term of not longer than five years, provided that MFS will consider voting in favor of the “poison pill” if the term does not exceed seven years and the “poison pill” is linked to a business strategy or purpose that MFS believes is likely to result in greater value for shareholders; or (b) the terms of the “poison pill” allow MFS clients the opportunity to accept a fairly structured and attractively priced tender offer (e.g. a “chewable poison pill” that automatically dissolves in the event of an all cash, all shares tender offer at a premium price). MFS will also consider on a case-by-case basis proposals designed to prevent tenders which are disadvantageous to shareholders such as tenders at below market prices and tenders for substantially less than all shares of an issuer.

 

Reincorporation and Reorganization Proposals

 

When presented with a proposal to reincorporate a company under the laws of a different state, or to effect some other type of corporate reorganization, MFS considers the underlying purpose and ultimate effect of such a proposal in determining whether or not to support such a measure. MFS generally votes with management in regards to these types of proposals, however, if MFS believes the proposal is in the best long-term economic interests of its clients, then MFS may vote against management ( e.g. the intent or effect would be to create additional inappropriate impediments to possible acquisitions or takeovers).

 

Issuance of Stock

 

There are many legitimate reasons for the issuance of stock. Nevertheless, as noted above under “Non-Salary Compensation Programs,” when a stock option plan (either individually or when aggregated with other plans of the same company) would substantially dilute the existing equity ( e.g. by approximately 10-15% as described above), MFS generally votes against the plan. In addition, MFS votes against proposals where management is asking for authorization to issue common or preferred stock with no reason stated (a “blank check”) because the unexplained authorization could work as a potential anti-takeover device. MFS may also vote against the authorization or issuance of common or preferred stock if MFS determines that the requested authorization is excessive and not warranted.

 

Repurchase Programs

 

MFS supports proposals to institute share repurchase plans in which all shareholders have the opportunity to participate on an equal basis. Such plans may include a company acquiring its own shares on the open market, or a company making a tender offer to its own shareholders.

 

Confidential Voting

 

MFS votes in favor of proposals to ensure that shareholder voting results are kept confidential. For example, MFS supports proposals that would prevent management from having access to shareholder voting information that is compiled by an independent proxy tabulation firm.

 

Cumulative Voting

 

MFS opposes proposals that seek to introduce cumulative voting and for proposals that seek to eliminate cumulative voting. In either case, MFS will consider whether cumulative voting is likely to enhance the interests of MFS’ clients as minority shareholders. In our view, shareholders should provide names of qualified candidates to a company’s nominating committee, which, in our view, should be comprised solely of “independent” directors.

 

Written Consent and Special Meetings

 

Because the shareholder right to act by written consent (without calling a formal meeting of shareholders) can be a powerful tool for shareholders, MFS generally opposes proposals that would prevent shareholders from taking action without a formal meeting or would take away a shareholder’s right to call a special meeting of company shareholders pursuant to relevant state law.

 

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Independent Auditors

 

MFS believes that the appointment of auditors for U.S. issuers is best left to the board of directors of the company and therefore supports the ratification of the board’s selection of an auditor for the company. Some shareholder groups have submitted proposals to limit the non-audit activities of a company’s audit firm or prohibit any non-audit services by a company’s auditors to that company. MFS opposes proposals recommending the prohibition or limitation of the performance of non-audit services by an auditor, and proposals recommending the removal of a company’s auditor due to the performance of non-audit work for the company by its auditor. MFS believes that the board, or its audit committee, should have the discretion to hire the company’s auditor for specific pieces of non-audit work in the limited situations permitted under current law.

 

Other Environmental, Social and Governance Issues

 

There are many groups advocating social change or changes to corporate governance or corporate responsibility standards, and many have chosen the publicly-held corporation as a vehicle for advancing their agenda. Generally, MFS votes with management on such proposals unless MFS can clearly determine that the benefit to shareholders will outweigh any costs or disruptions to the business if the proposal were adopted. Common among the shareholder proposals that MFS generally votes with management are proposals requiring the company to use corporate resources to further a particular social objective outside the business of the company, to refrain from investing or conducting business in certain countries, to adhere to some list of goals or principles ( e.g., environmental standards), to permit shareholders access to the company’s proxy statement in connection with the election of directors, to disclose political contributions made by the issuer, to separate the Chairman and Chief Executive Officer positions, or to promulgate special reports on various activities or proposals for which no discernible shareholder economic advantage is evident.

 

The laws of various states or countries may regulate how the interests of certain clients subject to those laws ( e.g. state pension plans) are voted with respect to social issues. Thus, it may be necessary to cast ballots differently for certain clients than MFS might normally do for other clients.

 

Foreign Issuers

 

Many of the items on foreign proxies involve repetitive, non-controversial matters that are mandated by local law. Accordingly, the items that are generally deemed routine and which do not require the exercise of judgment under these guidelines (and therefore voted with management) for foreign issuers include, but are not limited to, the following: (i) receiving financial statements or other reports from the board; (ii) approval of declarations of dividends; (iii) appointment of shareholders to sign board meeting minutes; (iv) discharge of management and supervisory boards; and (v) approval of share repurchase programs.

 

MFS generally supports the election of a director nominee standing for re-election in uncontested elections unless it can be determined that (1) he or she failed to attend at least 75% of the board and/or relevant committee meetings in the previous year without a valid reason given in the proxy materials; (2) since the last annual meeting of shareholders and without shareholder approval, the board or its compensation committee has re-priced underwater stock options; or (3) since the last annual meeting, the board has either implemented a poison pill without shareholder approval or has not taken responsive action to a majority shareholder approved resolution recommending that the “poison pill” be rescinded. MFS will also not support a director nominee standing for re-election of an issuer that has adopted an excessive compensation package for its senior executives as described above in the section entitled “Voting Guidelines-MFS’ Policy on Specific Issues-Election of Directors.”

 

MFS generally supports the election of auditors, but may determine to vote against the election of a statutory auditor in certain markets if MFS reasonably believes that the statutory auditor is not truly independent. MFS will evaluate all other items on proxies for foreign companies in the context of the

 

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guidelines described above, but will generally vote against an item if there is not sufficient information disclosed in order to make an informed voting decision.

 

In accordance with local law or business practices, many foreign companies prevent the sales of shares that have been voted for a certain period beginning prior to the shareholder meeting and ending on the day following the meeting (“share blocking”). Depending on the country in which a company is domiciled, the blocking period may begin a stated number of days prior or subsequent to the meeting ( e.g. one, three or five days) or on a date established by the company. While practices vary, in many countries the block period can be continued for a longer period if the shareholder meeting is adjourned and postponed to a later date. Similarly, practices vary widely as to the ability of a shareholder to have the “block” restriction lifted early (e.g. in some countries shares generally can be “unblocked” up to two days prior to the meeting whereas in other countries the removal of the block appears to be discretionary with the issuer’s transfer agent). Due to these restrictions, MFS must balance the benefits to its clients of voting proxies against the potentially serious portfolio management consequences of a reduced flexibility to sell the underlying shares at the most advantageous time. For companies in countries with share blocking periods, the disadvantage of being unable to sell the stock regardless of changing conditions generally outweighs the advantages of voting at the shareholder meeting for routine items. Accordingly, MFS will not vote those proxies in the absence of an unusual, significant vote that outweighs the disadvantage of being unable to sell the stock.

 

In limited circumstances, other market specific impediments to voting shares may limit our ability to cast votes, including, but not limited to, late delivery of proxy materials, power of attorney and share re-registration requirements, or any other unusual voting requirements. In these limited instances, MFS votes securities on a best efforts basis in the context of the guidelines described above.

 

B. ADMINISTRATIVE PROCEDURES

 

1. MFS Proxy Voting Committee

 

The administration of these MFS Proxy Voting Policies and Procedures is overseen by the MFS Proxy Voting Committee, which includes senior personnel from the MFS Legal and Global Investment Support Departments. The Proxy Voting Committee does not include individuals whose primary duties relate to client relationship management, marketing, or sales. The MFS Proxy Voting Committee:

 

  a. Reviews these MFS Proxy Voting Policies and Procedures at least annually and recommends any amendments considered to be necessary or advisable;

 

  b. Determines whether any potential material conflict of interest exist with respect to instances in which MFS (i) seeks to override these MFS Proxy Voting Policies and Procedures; (ii) votes on ballot items not governed by these MFS Proxy Voting Policies and Procedures; (iii) evaluates an excessive executive compensation issue in relation to the election of directors; or (iv) requests a vote recommendation from an MFS portfolio manager or investment analyst (e.g. mergers and acquisitions); and

 

  c. Considers special proxy issues as they may arise from time to time.

 

2. Potential Conflicts of Interest

 

The MFS Proxy Voting Committee is responsible for monitoring potential material conflicts of interest on the part of MFS or its subsidiaries that could arise in connection with the voting of proxies on behalf of MFS’ clients. Due to the client focus of our investment management business, we believe that the potential for actual material conflict of interest issues is small. Nonetheless, we have developed precautions to assure that all proxy votes are cast in the best long-term economic interest of shareholders. Other MFS internal policies require all MFS employees to avoid actual and potential conflicts of interests between personal activities and MFS’ client activities. If an employee identifies an actual or potential conflict of interest with

 

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respect to any voting decision, then that employee must recuse himself/herself from participating in the voting process. Additionally, with respect to decisions concerning all Non Standard Votes, as defined below, MFS will review the securities holdings reported by the individuals that participate in such decision to determine whether such person has a direct economic interest in the decision, in which case such person shall not further participate in making the decision. Any significant attempt by an employee of MFS or its subsidiaries to influence MFS’ voting on a particular proxy matter should also be reported to the MFS Proxy Voting Committee.

 

  a. In cases where proxies are voted in accordance with these MFS Proxy Voting Policies and Procedures, no material conflict of interest will be deemed to exist. In cases where (i) MFS is considering overriding these MFS Proxy Voting Policies and Procedures, (ii) matters presented for vote are not clearly governed by these MFS Proxy Voting Policies and Procedures, (iii) MFS evaluates an excessive executive compensation issue in relation to the election of directors, or (iv) a vote recommendation is requested from an MFS portfolio manager or investment analyst ( e.g. mergers and acquisitions) (collectively, “Non Standard Votes”); the MFS Proxy Voting Committee will follow these procedures:

 

  b. Compare the name of the issuer of such proxy against a list of significant current (i) distributors of MFS Fund shares, and (ii) MFS institutional clients (the “MFS Significant Client List”);

 

  c. If the name of the issuer does not appear on the MFS Significant Client List, then no material conflict of interest will be deemed to exist, and the proxy will be voted as otherwise determined by the MFS Proxy Voting Committee;

 

  d. If the name of the issuer appears on the MFS Significant Client List, then the MFS Proxy Voting Committee will be apprised of that fact and each member of the MFS Proxy Voting Committee will carefully evaluate the proposed vote in order to ensure that the proxy ultimately is voted in what MFS believes to be the best long-term economic interests of MFS’ clients, and not in MFS' corporate interests; and

 

  e. For all potential material conflicts of interest identified under clause (c) above, the MFS Proxy Voting Committee will document: the name of the issuer, the issuer’s relationship to MFS, the analysis of the matters submitted for proxy vote, the votes as to be cast and the reasons why the MFS Proxy Voting Committee determined that the votes were cast in the best long-term economic interests of MFS’ clients, and not in MFS’ corporate interests. A copy of the foregoing documentation will be provided to MFS’ Conflicts Officer.

 

The members of the MFS Proxy Voting Committee are responsible for creating and maintaining the MFS Significant Client List, in consultation with MFS’ distribution and institutional business units. The MFS Significant Client List will be reviewed and updated periodically, as appropriate.

 

From time to time, certain MFS Funds (the “top tier fund”) may own shares of other MFS Funds (the “underlying fund”). If an underlying fund submits a matter to a shareholder vote, the top tier fund will generally vote its shares in the same proportion as the other shareholders of the underlying fund.

 

3. Gathering Proxies

 

Most U.S. proxies received by MFS and its clients originate at Automatic Data Processing Corp. (“ADP”) although a few proxies are transmitted to investors by corporate issuers through their custodians or depositories. ADP and other service providers, on behalf of issuers, send proxy related material to the record holders of the shares beneficially owned by MFS’ clients, usually to the client’s proxy voting administrator or, less commonly, to the client itself. This material will include proxy ballots reflecting the shareholdings of Funds and of clients on the record dates for such shareholder meetings, as well as proxy statements with the issuer’s explanation of the items to be voted upon.

 

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MFS, on behalf of itself and the Funds, has entered into an agreement with an independent proxy administration firm, RiskMetrics Group, Inc., Inc. (the “Proxy Administrator”), pursuant to which the Proxy Administrator performs various proxy vote related administrative services, such as vote processing and recordkeeping functions for MFS’ Funds and institutional client accounts. The Proxy Administrator receives proxy statements and proxy ballots directly or indirectly from various custodians, logs these materials into its database and matches upcoming meetings with MFS Fund and client portfolio holdings, which are input into the Proxy Administrator’s system by an MFS holdings datafeed. Through the use of the Proxy Administrator system, ballots and proxy material summaries for all upcoming shareholders’ meetings are available on-line to certain MFS employees and members of the MFS Proxy Voting Committee.

 

4. Analyzing Proxies

 

Proxies are voted in accordance with these MFS Proxy Voting Policies and Procedures. The Proxy Administrator, at the prior direction of MFS, automatically votes all proxy matters that do not require the particular exercise of discretion or judgment with respect to these MFS Proxy Voting Policies and Procedures as determined by the MFS Proxy Voting Committee. With respect to proxy matters that require the particular exercise of discretion or judgment, MFS considers and votes on those proxy matters. MFS also receives research from ISS which it may take into account in deciding how to vote. In addition, MFS expects to rely on ISS to identify circumstances in which a board may have approved excessive executive compensation. Representatives of the MFS Proxy Voting Committee review, as appropriate, votes cast to ensure conformity with these MFS Proxy Voting Policies and Procedures.

 

As a general matter, portfolio managers and investment analysts have little or no involvement in specific votes taken by MFS. This is designed to promote consistency in the application of MFS’ voting guidelines, to promote consistency in voting on the same or similar issues (for the same or for multiple issuers) across all client accounts, and to minimize the potential that proxy solicitors, issuers, or third parties might attempt to exert inappropriate influence on the vote. In limited types of votes ( e.g., corporate actions, such as mergers and acquisitions), a representative of MFS Proxy Voting Committee may consult with or seek recommendations from MFS portfolio managers or investment analysts. 1 However, the MFS Proxy Voting Committee would ultimately determine the manner in which all proxies are voted.

 

As noted above, MFS reserves the right to override the guidelines when such an override is, in MFS’ best judgment, consistent with the overall principle of voting proxies in the best long-term economic interests of MFS’ clients. Any such override of the guidelines shall be analyzed, documented and reported in accordance with the procedures set forth in these policies.

 

5. Voting Proxies

 

In accordance with its contract with MFS, the Proxy Administrator also generates a variety of reports for the MFS Proxy Voting Committee, and makes available on-line various other types of information so that the MFS Proxy Voting Committee may review and monitor the votes cast by the Proxy Administrator on behalf of MFS’ clients.

 

6. Securities Lending

 

From time to time, the MFS Funds or other pooled investment vehicles sponsored by MFS may participate in a securities lending program. In the event MFS or its agent receives timely notice of a shareholder meeting for a U.S. security, MFS and its agent will attempt to recall any securities on loan before the

 

 

1

From time to time, due to travel schedules and other commitments, an appropriate portfolio manager or research analyst is not available to provide a recommendation on a merger or acquisition proposal. If such a recommendation cannot be obtained prior to the cut-off date of the shareholder meeting, certain members of the MFS Proxy Voting Committee may determine to abstain from voting.

 

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meeting’s record date so that MFS will be entitled to vote these shares. However, there may be instances in

which MFS is unable to timely recall securities on loan for a U.S. security, in which cases MFS will not be able to vote these shares. MFS will report to the appropriate board of the MFS Funds those instances in which MFS is not able to timely recall the loaned securities. MFS generally does not recall non-U.S. securities on loan because there is generally insufficient advance notice of record or vote cut-off dates to allow MFS to timely recall the shares. As a result, non-U.S. securities that are on loan will not generally be voted. If MFS receives timely notice of what MFS determines to be an unusual, significant vote for a non-U.S. security whereas MFS shares are on loan, and determines that voting is in the best long-term economic interest of shareholders, then MFS will attempt to timely recall the loaned shares.

 

C. MONITORING SYSTEM

 

It is the responsibility of the Proxy Administrator and MFS’ Proxy Voting Committee to monitor the proxy voting process. When proxy materials for clients are received by the Proxy Administrator, they are input into the Proxy Administrator’s system. Through an interface with the portfolio holdings database of MFS, the Proxy Administrator matches a list of all MFS Funds and clients who hold shares of a company’s stock and the number of shares held on the record date with the Proxy Administrator’s listing of any upcoming shareholder’s meeting of that company.

 

When the Proxy Administrator’s system “tickler” shows that the voting cut-off date of a shareholders’ meeting is approaching, a Proxy Administrator representative checks that the vote for MFS Funds and clients holding that security has been recorded in the computer system. If a proxy ballot has not been received from the client’s custodian, the Proxy Administrator contacts the custodian requesting that the materials be forwarded immediately. If it is not possible to receive the proxy ballot from the custodian in time to be voted at the meeting, then MFS may instruct the custodian to cast the vote in the manner specified and to mail the proxy directly to the issuer.

 

D. RECORDS RETENTION

 

MFS will retain copies of these MFS Proxy Voting Policies and Procedures in effect from time to time and will retain all proxy voting reports submitted to the Board of Trustees and Board of Managers of the MFS Funds for the period required by applicable law. Proxy solicitation materials, including electronic versions of the proxy ballots completed by representatives of the MFS Proxy Voting Committee, together with their respective notes and comments, are maintained in an electronic format by the Proxy Administrator and are accessible on-line by the MFS Proxy Voting Committee. All proxy voting materials and supporting documentation, including records generated by the Proxy Administrator’s system as to proxies processed, including the dates when proxy ballots were received and submitted, and the votes on each company’s proxy issues, are retained as required by applicable law.

 

E. REPORTS

 

MFS Funds

 

MFS publicly discloses the proxy voting records of the MFS Funds on an annual basis, as required by law. MFS will also report the results of its voting to the Board of Trustees and Board of Managers of the MFS Funds. These reports will include: (i) a summary of how votes were cast; (ii) a summary of votes against management’s recommendation; (iii) a review of situations where MFS did not vote in accordance with the guidelines and the rationale therefore; (iv) a review of the procedures used by MFS to identify material conflicts of interest and any matters identified as a material conflict of interest; (v) a review of these policies and the guidelines, (vi) a report and impact assessment of instances in which the recall of loaned securities of a U.S. issuer was unsuccessful, and, as necessary or appropriate, any proposed modifications thereto to reflect new developments in corporate governance and other issues. Based on these reviews, the

 

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Trustees and Managers of the MFS Funds will consider possible modifications to these policies to the extent necessary or advisable.

 

All MFS Advisory Clients

 

At any time, a report can be printed by MFS for each client who has requested that MFS furnish a record of votes cast. The report specifies the proxy issues which have been voted for the client during the year and the position taken with respect to each issue and, upon request, may identify situations where MFS did not vote in accordance with the MFS Proxy Voting Policies and Procedures.

 

Except as described above, MFS generally will not divulge actual voting practices to any party other than the client or its representatives (unless required by applicable law) because we consider that information to be confidential and proprietary to the client.

 

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MONTAG & CALDWELL, INC.

 

PROXY VOTING POLICIES

 

If directed by Client, decisions on voting of proxies will be made by Montag & Caldwell, Inc. (“M&C”) in accordance with these guidelines (as amended from time to time). M&C will consider proxies as a client asset and will vote consistently across all client portfolios for which it has discretionary voting authority in the manner believed most likely to enhance shareholder value. Where practical, M&C may consider requests to vote proxies in accordance with client specific guidelines. If client’s shares are on loan at the time of voting, it is not M&C’s policy to request that the custodian recall the shares on loan.

 

If M&C is authorized to make decisions on voting of proxies, we will have no obligation to furnish Client any proxies, notices of shareholder’s meetings, annual reports or other literature customarily mailed to shareholders.

 

Once discretionary voting authority has been delegated to M&C, Client may not at a later date direct how to vote the proxies. Clients who wish to adhere to a proprietary set of voting guidelines should exercise their right to reserve voting authority rather than delegating this responsibility to M&C.

 

Should the situation arise where M&C is an investment adviser to a company whose proxy we are authorized to vote or any other potential conflict of interest is perceived and the item falls outside the issues explicitly addressed by these guidelines, the matter will be reviewed by the entire proxy committee. If an item is explicitly addressed by these guidelines it will be voted accordingly. If an item falls outside the issues explicitly addressed by these guidelines and we would vote against management, no further review is needed. If further review is needed the Proxy Committee will first determine if the conflict is material. If it is material, the Proxy Committee will determine the steps needed to resolve the conflict before the proxy is voted.

 

It is against M&C’s policy for employees to serve on the board of directors of a company whose stock could be purchased for M&C’s advisory clients.

 

The following guidelines establish our position on many common issues addressed in proxy solicitations and represent how we will generally vote such issues; however, all proxy proposals will be reviewed by an investment professional to determine if shareholder interests warrant any deviation from these guidelines or if a proposal addresses an issue not covered in the guidelines.

 

1. Auditors

 

M&C will generally vote to ratify auditors, unless

 

   

An auditor has a financial interest in or association with the company and is thus not independent,

 

   

There is evidence the independent auditor has issued an inaccurate or misleading opinion,

 

   

Fees for non-audit services are excessive.

 

2. Board of Directors

 

M&C will generally vote for routine election or re-election of directors.

 

M&C will generally vote for proposals to repeal classified boards, and to elect all directors annually.

 

M&C will generally vote against proposals to classify the board.

 

M&C will generally vote against proposals to allow cumulative voting.

 

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3. Proxy Contests

 

M&C will review contested director elections on a case-by-case basis.

 

4. Takeover Defenses

 

M&C will generally vote shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it unless the company has:

 

   

A shareholder approved poison pill in place,

 

   

The company has an acceptable policy covering the future adoption of a poison pill.

 

M&C will generally vote shareholder proposals calling for a poison pill to be put to a vote within a time period of less than one year after adoption.

 

M&C will review on a case-by-case basis management proposals on poison pill ratification.

 

M&C will generally vote against proposals to require a supermajority shareholder vote.

 

M&C will generally vote for proposals to lower supermajority vote requirements.

 

5. Mergers and Corporate Restructurings

 

M&C will review mergers, acquisitions, and restructurings on a case-by-case basis.

 

6. State of Incorporation

 

M&C will review proposals to change a company’s state of incorporation on a case-by-case basis.

 

7. Capital Structure

 

M&C will generally vote to increase the number of shares of common stock authorized, unless

 

   

The explicit purpose of the increase is to implement a non-shareholder approved rights plan (poison pill).

 

M&C will generally vote against proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock).

 

M&C will review other proposals regarding preferred stock on a case-by-case basis.

 

8. Compensation Issues

 

M&C will review the following issues on a case-by-case basis:

 

   

Equity compensation plans

 

   

Director Compensation

 

   

Employee Stock Purchase Plans — Qualified Plans

 

   

Employee Stock Purchase Plans — Non-Qualified Plans

 

   

Severance Agreements

 

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9. Corporate Responsibility

 

Shareholders often submit proposals to change lawful corporate activities in order to meet the goals of certain groups or private interests that they represent.

 

M&C will support management in instances where we feel acceptable efforts are made on behalf of special interests of social conscience. The burden of corporate responsibility rests with management. We will generally vote AGAINST shareholder proposals regarding the following areas:

 

   

Animal Rights

 

   

Drug Pricing and Re-importation

 

   

Genetically Modified Foods

 

   

Tobacco

 

   

Artic National Wildlife Refuge

 

   

Concentrated Area Feeding Operations

 

   

Global Warming and Kyoto Protocol Compliance

 

   

Political Contributions

 

   

Outsourcing/Off-shoring

 

   

Country-specific Human Rights Reports

 

   

Placing arbitrary restrictions on environmental practices

 

ADMINISTRATIVE ISSUES

 

Proxy voting guidelines will be reviewed annually and approved by the Investment Policy Committee.

 

M&C will maintain a record of proxy voting guidelines and the annual updates electronically.

 

M&C has established a Proxy Committee that consists of at least three members of the Investment Policy Committee and includes at least one research analyst and two portfolio managers.

 

Proxy voting decisions will be made by at least one member of the Proxy Committee within the framework established by these guidelines that are designed to vote in the best interests of all clients.

 

M&C will maintain a record of any document created by M&C or procured from an outside party that was material to making a decision how to vote proxies on behalf of a client or that memorializes the basis of that decision.

 

M&C will maintain records detailing receipt of proxies, number of shares voted, date voted and how each issue was voted. These records will be available upon request to those clients for whom we have proxy voting responsibility.

 

M&C will maintain records of all written client requests for information on how M&C voted proxies on behalf of the client and M&C’s response to the client’s written or verbal requests.

 

The proxy voting process will be monitored for accuracy. A voting history report is generated by the Supervisor of Information Processing on a monthly basis. This report is provided to the Chief Compliance Officer to verify against ballot copies.

 

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The Supervisor of Information Processing will provide the Chief Compliance Officer with a quarterly statement that all ballots were received or reasonable steps, under the circumstances, have been taken to obtain the ballots.

 

REVISED MAY 23, 2008

 

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MORGAN STANLEY INVESTMENT MANAGEMENT INC.

 

Proxy Voting Policy and Procedures

 

I. POLICY STATEMENT

 

Introduction — Morgan Stanley Investment Management’s (“MSIM”) policy and procedures for voting proxies (“Policy”) with respect to securities held in the accounts of clients applies to those MSIM entities that provide discretionary investment management services and for which an MSIM entity has authority to vote proxies. This Policy is reviewed and updated as necessary to address new and evolving proxy voting issues and standards.

 

The MSIM entities covered by this Policy currently include the following: Morgan Stanley Investment Advisors Inc., Morgan Stanley AIP GP LP, Morgan Stanley Investment Management Inc., Morgan Stanley Investment Management Limited, Morgan Stanley Investment Management Company, Morgan Stanley Asset & Investment Trust Management Co., Limited, Morgan Stanley Investment Management Private Limited, Van Kampen Asset Management, and Van Kampen Advisors Inc. (each an “MSIM Affiliate” and collectively referred to as the “MSIM Affiliates” or as “we” below).

 

Each MSIM Affiliate will use its best efforts to vote proxies as part of its authority to manage, acquire and dispose of account assets. With respect to the MSIM registered management investment companies (Van Kampen, Institutional and Advisor Funds—collectively referred to herein as the “MSIM Funds”), each MSIM Affiliate will vote proxies under this Policy pursuant to authority granted under its applicable investment advisory agreement or, in the absence of such authority, as authorized by the Board of Directors/Trustees of the MSIM Funds. An MSIM Affiliate will not vote proxies if the “named fiduciary” for an ERISA account has reserved the authority for itself, or in the case of an account not governed by ERISA, the investment management or investment advisory agreement does not authorize the MSIM Affiliate to vote proxies. MSIM Affiliates will vote proxies in a prudent and diligent manner and in the best interests of clients, including beneficiaries of and participants in a client’s benefit plan(s) for which the MSIM Affiliates manage assets, consistent with the objective of maximizing long-term investment returns (“Client Proxy Standard”). In certain situations, a client or its fiduciary may provide an MSIM Affiliate with a proxy voting policy. In these situations, the MSIM Affiliate will comply with the client’s policy.

 

Proxy Research Services  — RiskMetrics Group ISS Governance Services (“ISS”) and Glass Lewis (together with other proxy research providers as we may retain from time to time, the “Research Providers”) are independent advisers that specialize in providing a variety of fiduciary-level proxy-related services to institutional investment managers, plan sponsors, custodians, consultants, and other institutional investors. The services provided include in-depth research, global issuer analysis, and voting recommendations. While we may review and utilize the recommendations of the Research Providers in making proxy voting decisions, we are in no way obligated to follow such recommendations. In addition to research, ISS provides vote execution, reporting, and recordkeeping.

 

Voting Proxies for Certain Non-U.S. Companies  — Voting proxies of companies located in some jurisdictions, particularly emerging markets, may involve several problems that can restrict or prevent the ability to vote such proxies or entail significant costs. These problems include, but are not limited to: (i) proxy statements and ballots being written in a language other than English; (ii) untimely and/or inadequate notice of shareholder meetings; (iii) restrictions on the ability of holders outside the issuer’s jurisdiction of organization to exercise votes; (iv) requirements to vote proxies in person; (v) the imposition of restrictions on the sale of the securities for a period of time in proximity to the shareholder meeting; and (vi) requirements to provide local agents with power of attorney to facilitate our voting instructions. As a result, we vote clients’ non-U.S. proxies on a best efforts basis only, after weighing the costs and benefits of voting such proxies, consistent with the Client Proxy Standard. ISS has been retained to provide assistance in connection with voting non-U.S. proxies.

 

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II. GENERAL PROXY VOTING GUIDELINES

 

To promote consistency in voting proxies on behalf of its clients, we follow this Policy (subject to any exception set forth herein), including the guidelines set forth below. These guidelines address a broad range of issues, and provide general voting parameters on proposals that arise most frequently. However, details of specific proposals vary, and those details affect particular voting decisions, as do factors specific to a given company. Pursuant to the procedures set forth herein, we may vote in a manner that is not in accordance with the following general guidelines, provided the vote is approved by the Proxy Review Committee (see Section III for description) and is consistent with the Client Proxy Standard. Morgan Stanley AIP GP LP will follow the procedures as described in Appendix A.

 

We endeavor to integrate governance and proxy voting policy with investment goals and to follow the Client Proxy Standard for each client. At times, this may result in split votes, for example when different clients have varying economic interests in the outcome of a particular voting matter (such as a case in which varied ownership interests in two companies involved in a merger result in different stakes in the outcome). We also may split votes at times based on differing views of portfolio managers, but such a split vote must be approved by the Proxy Review Committee.

 

We may abstain on matters for which disclosure is inadequate.

 

A. Routine Matters.     We generally support routine management proposals. The following are examples of routine management proposals:

 

   

Approval of financial statements and auditor reports.

 

   

General updating/corrective amendments to the charter, articles of association or bylaws.

 

   

Most proposals related to the conduct of the annual meeting, with the following exceptions. We generally oppose proposals that relate to “the transaction of such other business which may come before the meeting,” and open-ended requests for adjournment. However, where management specifically states the reason for requesting an adjournment and the requested adjournment would facilitate passage of a proposal that would otherwise be supported under this Policy (i.e. an uncontested corporate transaction), the adjournment request will be supported.

 

Finally, we generally support shareholder proposals advocating confidential voting procedures and independent tabulation of voting results.

 

B. Board of Directors

 

  1. Election of directors:     In the absence of a proxy contest, we generally support the board’s nominees for director except as follows:

 

  a. We consider withholding support from or vote against interested directors if the company’s board does not meet market standards for director independence, or if otherwise we believe board independence is insufficient. We refer to prevalent market standards as promulgated by a stock exchange or other authority within a given market (e.g., New York Stock Exchange or Nasdaq rules for most U.S. companies, and The Combined Code on Corporate Governance in the United Kingdom). Thus, for a NYSE company with no controlling shareholder, we would expect that at a minimum a majority of directors should be independent as defined by NYSE. Where we view market standards as inadequate, we may withhold votes based on stronger independence standards. Market standards notwithstanding, we generally do not view long board tenure alone as a basis to classify a director as non-independent, although lack of board turnover and fresh perspective can be a negative factor in voting on directors.

 

  i.

At a company with a shareholder or group that controls the company by virtue of a majority economic interest in the company, we have a reduced expectation for board

 

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independence, although we believe the presence of independent directors can be helpful, particularly in staffing the audit committee, and at times we may withhold support from or vote against a nominee on the view the board or its committees are not sufficiently independent.

 

  ii. We consider withholding support from or voting against a nominee if he or she is affiliated with a major shareholder that has representation on a board disproportionate to its economic interest.

 

  b. Depending on market standards, we consider withholding support from or voting against a nominee who is interested and who is standing for election as a member of the company’s compensation, nominating or audit committees.

 

  c. We consider withholding support or voting against a nominee if we believe a direct conflict exists between the interests of the nominee and the public shareholders, including failure to meet fiduciary standards of care and/or loyalty. We may oppose directors where we conclude that actions of directors are unlawful, unethical or negligent. We consider opposing individual board members or an entire slate if we believe the board is entrenched and dealing inadequately with performance problems, and/or with insufficient independence between the board and management.

 

  d. We consider withholding support from or voting against a nominee standing for election if the board has not taken action to implement generally accepted governance practices for which there is a “bright line” test. For example, in the context of the U.S. market, failure to eliminate a dead hand or slow hand poison pills would be seen as a basis for opposing one or more incumbent nominees.

 

  e. In markets that encourage designated audit committee financial experts, we consider voting against members of an audit committee if no members are designated as such.

 

  f. We consider withholding support from or vote against a nominee who has failed to attend at least 75% of board meetings within a given year without a reasonable excuse.

 

  g. We consider withholding support from or voting against a nominee who serves on the board of directors of more than six companies (excluding investment companies). We also consider voting against a director who otherwise appears to have too many commitments to serve adequately on the board of the company.

 

 

2.

Board independence:     We generally support U.S. shareholder proposals requiring that a certain percentage (up to 66  2 / 3 %) of the company’s board members be independent directors, and promoting all-independent audit, compensation and nominating/governance committees.

 

  3. Board diversity:     We consider on a case-by-case basis proposals urging diversity of board membership with respect to social, religious or ethnic group.

 

  4. Majority voting:     We generally support proposals requesting or requiring majority voting policies in election of directors, so long as there is a carve-out for plurality voting in the case of contested elections.

 

  5. Proxy access:     We consider on a case-by-case basis shareholder proposals to provide procedures for inclusion of shareholder nominees in company proxy statements.

 

  6. Proposals to elect all directors annually:     We generally support proposals to elect all directors annually at public companies (to “declassify” the Board of Directors) where such action is supported by the board, and otherwise consider the issue on a case-by-case basis based in part on overall takeover defenses at a company.

 

  7.

Cumulative voting:     We generally support proposals to eliminate cumulative voting in the U.S. market context, (cumulative voting provides that shareholders may concentrate their votes for one

 

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or a handful of candidates, a system that can enable a minority bloc to place representation on a board). Proposals to establish cumulative voting in the election of directors generally will not be supported.

 

  8. Separation of Chairman and CEO positions:     We vote on shareholder proposals to separate the Chairman and CEO positions and/or to appoint a non-executive Chairman based in part on prevailing practice in particular markets, since the context for such a practice varies. In many non-U.S. markets, we view separation of the roles as a market standard practice, and support division of the roles in that context.

 

  9. Director retirement age:     Proposals recommending set director retirement ages are voted on a case-by-case basis.

 

  10. Proposals to limit directors’ liability and/or broaden indemnification of directors.     Generally, we will support such proposals provided that the officers and directors are eligible for indemnification and liability protection if they have acted in good faith on company business and were found innocent of any civil or criminal charges for duties performed on behalf of the company.

 

C. Corporate transactions and proxy fights.     We examine proposals relating to mergers, acquisitions and other special corporate transactions (i.e., takeovers, spin-offs, sales of assets, reorganizations, restructurings and recapitalizations) on a case-by-case basis. However, proposals for mergers or other significant transactions that are friendly and approved by the Research Providers generally will be supported and in those instances will not need to be reviewed by the Proxy Review Committee, where there is no portfolio manager objection and where there is no material conflict of interest. We also analyze proxy contests on a case-by-case basis.

 

D. Changes in legal and capital structure.     We generally vote in favor of management proposals for technical and administrative changes to a company’s charter, articles of association or bylaws. We review non-routine proposals, including reincorporation to a different jurisdiction, on a case-by-case basis.

 

  1. We generally support the following:

 

   

Management and shareholder proposals aimed at eliminating unequal voting rights, assuming fair economic treatment of classes of shares we hold.

 

   

Management proposals to increase the authorization of existing classes of common stock (or securities convertible into common stock) if: (i) a clear business purpose is stated that we can support and the number of shares requested is reasonable in relation to the purpose for which authorization is requested; and/or (ii) the authorization does not exceed 100% of shares currently authorized and at least 30% of the total new authorization will be outstanding.

 

   

Management proposals to create a new class of preferred stock or for issuances of preferred stock up to 50% of issued capital, unless we have concerns about use of the authority for anti-takeover purposes.

 

   

Management proposals to authorize share repurchase plans, except in some cases in which we believe there are insufficient protections against use of an authorization for anti-takeover purposes.

 

   

Management proposals to reduce the number of authorized shares of common or preferred stock, or to eliminate classes of preferred stock.

 

   

Management proposals to effect stock splits.

 

   

Management proposals to effect reverse stock splits if management proportionately reduces the authorized share amount set forth in the corporate charter. Reverse stock splits that do not

 

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adjust proportionately to the authorized share amount generally will be approved if the resulting increase in authorized shares coincides with the proxy guidelines set forth above for common stock increases.

 

   

Management proposals for higher dividend payouts.

 

  2. We generally oppose the following (notwithstanding management support):

 

   

Proposals to add classes of stock that would substantially dilute the voting interests of existing shareholders.

 

   

Proposals to increase the authorized or issued number of shares of existing classes of stock that are unreasonably dilutive, particularly if there are no preemptive rights for existing shareholders.

 

   

Proposals that authorize share issuance at a discount to market rates, except where authority for such issuance is de minimis, or if there is a special situation that we believe justifies such authorization (as may be the case, for example, at a company under severe stress and risk of bankruptcy).

 

   

Proposals relating to changes in capitalization by 100% or more.

 

We consider on a case-by-case basis shareholder proposals to increase dividend payout ratios, in light of market practice and perceived market weaknesses, as well as individual company payout history and current circumstances. For example, currently we perceive low payouts to shareholders as a concern at some Japanese companies, but may deem a low payout ratio as appropriate for a growth company making good use of its cash, notwithstanding the broader market concern.

 

E. Takeover Defenses and Shareholder Rights

 

  1. Shareholder rights plans:     We generally support proposals to require shareholder approval or ratification of shareholder rights plans (poison pills). In voting on rights plans or similar takeover defenses, we consider on a case-by-case basis whether the company has demonstrated a need for the defense in the context of promoting long-term share value; whether provisions of the defense are in line with generally accepted governance principles; and the specific context if the proposal is made in the midst of a takeover bid or contest for control.

 

  2. Supermajority voting requirements:     We generally oppose requirements for supermajority votes to amend the charter or bylaws, unless the provisions protect minority shareholders where there is a large shareholder. In line with this view, in the absence of a large shareholder we support reasonable shareholder proposals to limit such supermajority voting requirements.

 

  3. Shareholder rights to call meetings:     We consider proposals to enhance shareholder rights to call meetings on a case-by-case basis.

 

  4. Reincorporation:     We consider management and shareholder proposals to reincorporate to a different jurisdiction on a case-by-case basis. We oppose such proposals if we believe the main purpose is to take advantage of laws or judicial precedents that reduce shareholder rights.

 

  5. Anti-greenmail provisions:     Proposals relating to the adoption of anti-greenmail provisions will be supported, provided that the proposal: (i) defines greenmail; (ii) prohibits buyback offers to large block holders (holders of at least 1% of the outstanding shares and in certain cases, a greater amount, as determined by the Proxy Review Committee) not made to all shareholders or not approved by disinterested shareholders; and (iii) contains no anti-takeover measures or other provisions restricting the rights of shareholders.

 

  6. Bundled Proposals:     We may consider opposing or abstaining on proposals if disparate issues are “bundled” and presented for a single vote.

 

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F. Auditors.     We generally support management proposals for selection or ratification of independent auditors. However, we may consider opposing such proposals with reference to incumbent audit firms if the company has suffered from serious accounting irregularities and we believe rotation of the audit firm is appropriate, or if fees paid to the auditor for non-audit-related services are excessive. Generally, to determine if non-audit fees are excessive, a 50% test will be applied (i.e., non-audit-related fees should be less than 50% of the total fees paid to the auditor). We generally vote against proposals to indemnify auditors.

 

G. Executive and Director Remuneration.

 

  1. We generally support the following proposals:

 

   

Proposals for employee equity compensation plans and other employee ownership plans, provided that our research does not indicate that approval of the plan would be against shareholder interest. Such approval may be against shareholder interest if it authorizes excessive dilution and shareholder cost, particularly in the context of high usage (“run rate”) of equity compensation in the recent past; or if there are objectionable plan design and provisions.

 

   

Proposals relating to fees to outside directors, provided the amounts are not excessive relative to other companies in the country or industry, and provided that the structure is appropriate within the market context. While stock-based compensation to outside directors is positive if moderate and appropriately structured, we are wary of significant stock option awards or other performance-based awards for outside directors, as well as provisions that could result in significant forfeiture of value on a director’s decision to resign from a board (such forfeiture can undercut director independence).

 

   

Proposals for employee stock purchase plans that permit discounts up to 15%, but only for grants that are part of a broad-based employee plan, including all non-executive employees.

 

   

Proposals for the establishment of employee retirement and severance plans, provided that our research does not indicate that approval of the plan would be against shareholder interest.

 

  2. Shareholder proposals requiring shareholder approval of all severance agreements will not be supported, but proposals that require shareholder approval for agreements in excess of three times the annual compensation (salary and bonus) generally will be supported. We generally oppose shareholder proposals that would establish arbitrary caps on pay. We consider on a case-by-case basis shareholder proposals that seek to limit Supplemental Executive Retirement Plans (SERPs), but support such proposals where we consider SERPs to be excessive.

 

  3. Shareholder proposals advocating stronger and/or particular pay-for-performance models will be evaluated on a case-by-case basis, with consideration of the merits of the individual proposal within the context of the particular company and its labor markets, and the company’s current and past practices. While we generally support emphasis on long-term components of senior executive pay and strong linkage of pay to performance, we consider whether a proposal may be overly prescriptive, and the impact of the proposal, if implemented as written, on recruitment and retention.

 

  4. We consider shareholder proposals for U.K.-style advisory votes on pay on a case-by-case basis.

 

  5. We generally support proposals advocating reasonable senior executive and director stock ownership guidelines and holding requirements for shares gained in option exercises.

 

  6. Management proposals effectively to re-price stock options are considered on a case-by-case basis. Considerations include the company’s reasons and justifications for a re-pricing, the company’s competitive position, whether senior executives and outside directors are excluded, potential cost to shareholders, whether the re-pricing or share exchange is on a value-for-value basis, and whether vesting requirements are extended.

 

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H. Social, Political and Environmental Issues.     We consider proposals relating to social, political and environmental issues on a case-by-case basis to determine whether they will have a financial impact on shareholder value. However, we generally vote against proposals requesting reports that are duplicative, related to matters not material to the business, or that would impose unnecessary or excessive costs. We may abstain from voting on proposals that do not have a readily determinable financial impact on shareholder value. We generally oppose proposals requiring adherence to workplace standards that are not required or customary in market(s) to which the proposals relate.

 

I. Fund of Funds.      Certain Funds advised by an MSIM Affiliate invest only in other MSIM Funds. If an underlying fund has a shareholder meeting, in order to avoid any potential conflict of interest, such proposals will be voted in the same proportion as the votes of the other shareholders of the underlying fund, unless otherwise determined by the Proxy Review Committee.

 

III. ADMINISTRATION OF POLICY

 

The MSIM Proxy Review Committee (the “Committee”) has overall responsibility for creating and implementing the Policy, working with an MSIM staff group (the “Corporate Governance Team”). The Committee, which is appointed by MSIM’s Chief Investment Officer of Global Equities (“CIO”), consists of senior investment professionals who represent the different investment disciplines and geographic locations of the firm. Because proxy voting is an investment responsibility and impacts shareholder value, and because of their knowledge of companies and markets, portfolio managers and other members of investment staff play a key role in proxy voting, although the Committee has final authority over proxy votes.

 

The Committee Chairperson is the head of the Corporate Governance Team, and is responsible for identifying issues that require Committee deliberation or ratification. The Corporate Governance Team, working with advice of investment teams and the Committee, is responsible for voting on routine items and on matters that can be addressed in line with these Policy guidelines. The Corporate Governance Team has responsibility for voting case-by-case where guidelines and precedent provide adequate guidance, and to refer other case-by-case decisions to the Proxy Review Committee.

 

The Committee will periodically review and have the authority to amend, as necessary, the Policy and establish and direct voting positions consistent with the Client Proxy Standard.

 

A. Committee Procedures

 

The Committee will meet at least monthly to (among other matters) address any outstanding issues relating to the Policy or its implementation. The Corporate Governance Team will timely communicate to ISS MSIM’s Policy (and any amendments and/or any additional guidelines or procedures the Committee may adopt).

 

The Committee will meet on an ad hoc basis to (among other matters): (1) authorize “split voting” (i.e., allowing certain shares of the same issuer that are the subject of the same proxy solicitation and held by one or more MSIM portfolios to be voted differently than other shares) and/or “override voting” (i.e., voting all MSIM portfolio shares in a manner contrary to the Policy); (2) review and approve upcoming votes, as appropriate, for matters for which specific direction has been provided in this Policy; and (3) determine how to vote matters for which specific direction has not been provided in this Policy.

 

Members of the Committee may take into account Research Providers’ recommendations and research as well as any other relevant information they may request or receive, including portfolio manager and/or analyst research, as applicable. Generally, proxies related to securities held in accounts that are managed pursuant to quantitative, index or index-like strategies (“Index Strategies”) will be voted in the same manner as those held in actively managed accounts, unless economic interests of the accounts differ. Because accounts managed using Index Strategies are passively managed accounts, research from portfolio managers and/or analysts related to securities held in these accounts may not be available. If the affected

 

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securities are held only in accounts that are managed pursuant to Index Strategies, and the proxy relates to a matter that is not described in this Policy, the Committee will consider all available information from the Research Providers, and to the extent that the holdings are significant, from the portfolio managers and/or analysts.

 

B. Material Conflicts of Interest

 

In addition to the procedures discussed above, if the Committee determines that an issue raises a material conflict of interest, the Committee will request a special committee to review, and recommend a course of action with respect to, the conflict(s) in question (“Special Committee”).

 

The Special Committee shall be comprised of the Chairperson of the Proxy Review Committee, the Chief Compliance Officer or his/her designee, a senior portfolio manager (if practicable, one who is a member of the Proxy Review Committee) designated by the Proxy Review Committee, and MSIM’s relevant Chief Investment Officer or his/her designee, and any other persons deemed necessary by the Chairperson. The Special Committee may request the assistance of MSIM’s General Counsel or his/her designee who will have sole discretion to cast a vote. In addition to the research provided by Research Providers, the Special Committee may request analysis from MSIM Affiliate investment professionals and outside sources to the extent it deems appropriate.

 

C. Identification of Material Conflicts of Interest

 

A potential material conflict of interest could exist in the following situations, among others:

 

  1. The issuer soliciting the vote is a client of MSIM or an affiliate of MSIM and the vote is on a material matter affecting the issuer.

 

  2. The proxy relates to Morgan Stanley common stock or any other security issued by Morgan Stanley or its affiliates except if echo voting is used, as with MSIM Funds, as described herein.

 

  3. Morgan Stanley has a material pecuniary interest in the matter submitted for a vote (e.g., acting as a financial advisor to a party to a merger or acquisition for which Morgan Stanley will be paid a success fee if completed).

 

If the Chairperson of the Committee determines that an issue raises a potential material conflict of interest, depending on the facts and circumstances, the Chairperson will address the issue as follows:

 

  1. If the matter relates to a topic that is discussed in this Policy, the proposal will be voted as per the Policy.

 

  2. If the matter is not discussed in this Policy or the Policy indicates that the issue is to be decided case-by-case, the proposal will be voted in a manner consistent with the Research Providers, provided that all the Research Providers have the same recommendation, no portfolio manager objects to that vote, and the vote is consistent with MSIM’s Client Proxy Standard.

 

  3. If the Research Providers’ recommendations differ, the Chairperson will refer the matter to the Committee to vote on the proposal. If the Committee determines that an issue raises a material conflict of interest, the Committee will request a Special Committee to review and recommend a course of action, as described above. Notwithstanding the above, the Chairperson of the Committee may request a Special Committee to review a matter at any time as he/she deems necessary to resolve a conflict.

 

D. Proxy Voting Reporting

 

The Committee and the Special Committee, or their designee(s), will document in writing all of their decisions and actions, which documentation will be maintained by the Committee and the Special Committee, or their designee(s), for a period of at least 6 years. To the extent these decisions relate to a

 

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security held by a MSIM Fund, the Committee and Special Committee, or their designee(s), will report their decisions to each applicable Board of Trustees/Directors of those Funds at each Board’s next regularly scheduled Board meeting. The report will contain information concerning decisions made by the Committee and Special Committee during the most recently ended calendar quarter immediately preceding the Board meeting.

 

The Corporate Governance Team will timely communicate to applicable portfolio managers and to ISS, decisions of the Committee and Special Committee so that, among other things, ISS will vote proxies consistent with their decisions.

 

MSIM will promptly provide a copy of this Policy to any client requesting it. MSIM will also, upon client request, promptly provide a report indicating how each proxy was voted with respect to securities held in that client’s account.

 

MSIM’s Legal Department is responsible for filing an annual Form N-PX on behalf of each MSIM Fund for which such filing is required, indicating how all proxies were voted with respect to such Fund’s holdings.

 

APPENDIX A

 

The following procedures apply to accounts managed by Morgan Stanley AIP GP LP (“AIP”).

 

Generally, AIP will follow the guidelines set forth in Section II of MSIM’s Proxy Voting Policy and Procedures. To the extent that such guidelines do not provide specific direction, or AIP determines that consistent with the Client Proxy Standard, the guidelines should not be followed, the Proxy Review Committee has delegated the voting authority to vote securities held by accounts managed by AIP to the Liquid Markets investment team and the Private Markets investment team of AIP. A summary of decisions made by the investment teams will be made available to the Proxy Review Committee for its information at the next scheduled meeting of the Proxy Review Committee.

 

In certain cases, AIP may determine to abstain from determining (or recommending) how a proxy should be voted (and therefore abstain from voting such proxy or recommending how such proxy should be voted), such as where the expected cost of giving due consideration to the proxy does not justify the potential benefits to the affected account(s) that might result from adopting or rejecting (as the case may be) the measure in question.

 

Waiver of Voting Rights

 

For regulatory reasons, AIP may either 1) invest in a class of securities of an underlying fund (the “Fund”) that does not provide for voting rights; or 2) waive 100% of its voting rights with respect to the following:

 

  1. Any rights with respect to the removal or replacement of a director, general partner, managing member or other person acting in a similar capacity for or on behalf of the Fund (each individually a “Designated Person,” and collectively, the “Designated Persons”), which may include, but are not limited to, voting on the election or removal of a Designated Person in the event of such Designated Person’s death, disability, insolvency, bankruptcy, incapacity, or other event requiring a vote of interest holders of the Fund to remove or replace a Designated Person; and

 

  2. Any rights in connection with a determination to renew, dissolve, liquidate, or otherwise terminate or continue the Fund, which may include, but are not limited to, voting on the renewal, dissolution, liquidation, termination or continuance of the Fund upon the occurrence of an event described in the Fund’s organizational documents; provided , however , that, if the Fund’s organizational documents require the consent of the Fund’s general partner or manager, as the case may be, for any such termination or continuation of the Fund to be effective, then AIP may exercise its voting rights with respect to such matter.

 

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APPENDIX B

 

The following procedures apply to the portion of the Van Kampen Dynamic Credit Opportunities Fund (“VK Fund”) sub advised by Avenue Europe International Management, L.P. (“Avenue”). (The portion of the VK Fund managed solely by Van Kampen Asset Management will continue to be subject to MSIM’s Policy.)

 

  1. Generally:     With respect to Avenue’s portion of the VK Fund, the Board of Trustees of the VK Fund will retain sole authority and responsibility for proxy voting. The Adviser’s involvement in the voting process of Avenue’s portion of the VK Fund is a purely administrative function, and serves to execute and deliver the proxy voting decisions made by the VK Fund Board in connection with the Avenue portion of the VK Fund, which may, from time to time, include related administrative tasks such as receiving proxies, following up on missing proxies, and collecting data related to proxies. As such, the Adviser shall not be deemed to have voting power or shared voting power with Avenue with respect to Avenue’s portion of the Fund.

 

  2. Voting Guidelines:     All proxies, with respect to Avenue’s portion of the VK Fund, will be considered by the VK Fund Board or such subcommittee as the VK Fund Board may designate from time to time for determination and voting approval. The VK Board or its subcommittee will timely communicate to MSIM’s Corporate Governance Group its proxy voting decisions, so that among other things the votes will be effected consistent with the VK Board’s authority.

 

  3. Administration:     The VK Board or its subcommittee will meet on an adhoc basis as may be required from time to time to review proxies that require its review and determination. The VK Board or its subcommittee will document in writing all of its decisions and actions which will be maintained by the VK Fund, or its designee(s), for a period of at least 6 years. If a subcommittee is designated, a summary of decisions made by such subcommittee will be made available to the full VK Board for its information at its next scheduled respective meetings.

 

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OPPENHEIMERFUNDS, INC.

OPPENHEIMERFUNDS

 

PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES

(as of August 6, 2008) and

PROXY VOTING GUIDELINES

(as of August 26, 2008)

 

To the extent that these Policies, Procedures and Guidelines establish a standard, OFI’s compliance with such standard, or failure to comply with such standard, will be subject to OFI’s judgment.

 

A. Funds for which OFI has Proxy Voting Responsibility

 

OFI Funds .     Each Board of Directors/Trustees of the Funds advised by OFI (the “OFI Fund Board(s)”) has delegated to OFI the authority to vote portfolio proxies pursuant to these Policies and Procedures and subject to Board supervision.

 

Sub-Advised Funds .     OFI also serves as an investment sub-adviser for a number of other non-OFI funds not overseen by the OFI Fund Boards (“Sub-Advised Funds”). Generally, pursuant to contractual arrangements between OFI and many of those Sub-Advised Funds’ managers, OFI is responsible for portfolio proxy voting of the portfolio proxies held by those Sub-Advised Funds. When voting on matters for which the Guidelines dictate a vote be decided on a case-by-case basis, OFI may refer the vote to the portfolio manager of the sub-advised fund.

 

Tremont Fund (Fund-of-Hedge Funds)     OFI’s Tremont Fund (the “Tremont Fund”) is structured as a fund-of-hedge funds and invests its assets primarily in underlying private investment partnerships and similar investment vehicles (“portfolio funds”). The Tremont Fund has delegated voting of portfolio proxies (if any) for its portfolio holdings to OFI. OFI, in turn, has delegated the proxy voting responsibility to Tremont Partners, Inc., the investment manager of the Tremont Fund.

 

The underlying portfolio funds, however, typically do not solicit votes from their interest holders (such as the Tremont Fund). Therefore, the Tremont Fund’s interests (or shares) in those underlying portfolio funds are not considered to be “voting securities” and generally would not be subject to these Policies and Procedures. However, in the unlikely event that an underlying portfolio fund does solicit the vote or consent of its interest holders, the Tremont Fund and Tremont Partners, Inc. have adopted these Policies and Procedures and will vote in accordance with these Policies and Procedures.

 

B. Proxy Voting Committee

 

OFI’s internal proxy voting committee (the “Committee”) is responsible for overseeing the proxy voting process and ensuring that OFI and the Funds meet their regulatory and corporate governance obligations for voting of portfolio proxies. The Committee has adopted a written charter that outlines its responsibilities.

 

The Committee shall oversee the proxy voting agent’s compliance with these Policies and Procedures and the Guidelines, including any deviations by the proxy voting agent from the Guidelines.

 

C. Administration and Voting of Portfolio Proxies

 

  1. Fiduciary Duty and Objective

 

As an investment adviser that has been granted the authority to vote portfolio proxies, OFI owes a fiduciary duty to the Funds to monitor corporate events and to vote portfolio proxies consistent with the

 

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best interests of the Funds and their shareholders. In this regard, OFI seeks to ensure that all votes are free from unwarranted and inappropriate influences. Accordingly, OFI generally votes portfolio proxies in a uniform manner for the Funds and in accordance with these Policies and Procedures and the Guidelines.

 

In meeting its fiduciary duty, OFI generally undertakes to vote portfolio proxies with a view to enhancing the value of the company’s stock held by the Funds. Similarly, when voting on matters for which the Guidelines dictate a vote be decided on a case-by-case basis, OFI’s primary consideration is the economic interests of the Funds and their shareholders.

 

  2. Proxy Voting Agent

 

On behalf of the Funds, OFI retains an independent, third party proxy voting agent to assist OFI in its proxy voting responsibilities in accordance with these Policies and Procedures and, in particular, with the Guidelines. As discussed above, the Committee is responsible for monitoring the proxy voting agent.

 

In general, OFI may consider the proxy voting agent’s research and analysis as part of OFI’s own review of a proxy proposal in which the Guidelines recommend that the vote be considered on a case-by-case basis. OFI bears ultimate responsibility for how portfolio proxies are voted. Unless instructed otherwise by OFI, the proxy voting agent will vote each portfolio proxy in accordance with the Guidelines. The proxy voting agent also will assist OFI in maintaining records of OFI’s and the Funds’ portfolio proxy votes, including the appropriate records necessary for the Funds’ to meet their regulatory obligations regarding the annual filing of proxy voting records on Form N-PX with the SEC.

 

  3. Material Conflicts of Interest

 

OFI votes portfolio proxies without regard to any other business relationship between OFI (or its affiliates) and the company to which the portfolio proxy relates. To this end, OFI must identify material conflicts of interest that may arise between the interests of a Fund and its shareholders and OFI, its affiliates or their business relationships. A material conflict of interest may arise from a business relationship between a portfolio company or its affiliates (together the “company”), on one hand, and OFI or any of its affiliates (together “OFI”), on the other, including, but not limited to, the following relationships:

 

   

OFI provides significant investment advisory or other services to a company whose management is soliciting proxies or OFI is seeking to provide such services;

 

   

a company that is a significant selling agent of OFI’s products and services solicits proxies;

 

   

OFI serves as an investment adviser to the pension or other investment account of the portfolio company or OFI is seeking to serve in that capacity; or

 

   

OFI and the company have a lending or other financial-related relationship.

 

In each of these situations, voting against company management’s recommendation may cause OFI a loss of revenue or other benefit.

 

OFI and its affiliates generally seek to avoid such material conflicts of interest by maintaining separate investment decision making processes to prevent the sharing of business objectives with respect to proposed or actual actions regarding portfolio proxy voting decisions. This arrangement alone, however, is insufficient to assure that material conflicts of interest do not influence OFI’s voting of portfolio proxies. To minimize this possibility, OFI and the Committee employ the following procedures, as long as OFI determines that the course of action is consistent with the best interests of the Fund and its shareholders:

 

   

If the proposal that gives rise to a material conflict is specifically addressed in the Guidelines, OFI will vote the portfolio proxy in accordance with the Guidelines, provided that the Guidelines do not provide discretion to OFI on how to vote on the matter ( i.e ., case-by-case);

 

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If the proposal that gives rise to a potential conflict is not specifically addressed in the Guidelines or provides discretion to OFI on how to vote, OFI will vote in accordance with its proxy voting agent’s general recommended guidelines on the proposal provided that OFI has reasonably determined there is no conflict of interest on the part of the proxy voting agent;

 

   

If neither of the previous two procedures provides an appropriate voting recommendation, OFI may retain an independent fiduciary to advise OFI on how to vote the proposal; or the Committee may determine that voting on the particular proposal is impracticable and/or is outweighed by the cost of voting and direct OFI to abstain from voting.

 

  4. Certain Foreign Securities

 

Portfolio proxies relating to foreign securities held by the Funds are subject to these Policies and Procedures. In certain foreign jurisdictions, however, the voting of portfolio proxies can result in additional restrictions that have an economic impact or cost to the security, such as “share-blocking.” Share-blocking would prevent OFI from selling the shares of the foreign security for a period of time if OFI votes the portfolio proxy relating to the foreign security. In determining whether to vote portfolio proxies subject to such restrictions, OFI, in consultation with the Committee, considers whether the vote, either itself or together with the votes of other shareholders, is expected to have an effect on the value of the investment that will outweigh the cost of voting. Accordingly, OFI may determine not to vote such securities. If OFI determines to vote a portfolio proxy and during the “share-blocking period” OFI would like to sell an affected foreign security for one or more Funds, OFI, in consultation with the Committee, will attempt to recall the shares (as allowable within the market time-frame and practices).

 

  5. Securities Lending Programs

 

The Funds may participate in securities lending programs with various counterparties. Under most securities lending arrangements, proxy voting rights during the lending period generally are transferred to the borrower, and thus proxies received in connection with the securities on loan may not be voted by the lender ( i.e. , the Fund) unless the loan is recalled in advance of the record date. If a Fund participates in a securities lending program, OFI will attempt to recall the Funds’ portfolio securities on loan and vote proxies relating to such securities if OFI has knowledge of a shareholder vote in time to recall such loaned securities and if OFI determines that the votes involve matters that would have a material effect on the Fund’s investment in such loaned securities.

 

  6. Shares of Registered Investment Companies (Fund of Funds)

 

Certain OFI Funds are structured as funds of funds and invest their assets primarily in other underlying OFI Funds (the “Fund of Funds”). Accordingly, the Fund of Fund is a shareholder in the underlying OFI Funds and may be requested to vote on a matter pertaining to those underlying OFI Funds. With respect to any such matter, the Fund of Funds will vote its shares in the underlying OFI Fund in the same proportion as the vote of all other shareholders in that underlying OFI Fund (sometimes called “mirror” or “echo” voting).

 

D. Fund Board Reports and Recordkeeping

 

OFI will prepare periodic reports for submission to the Board describing:

 

   

any issues arising under these Policies and Procedures since the last report to the Board and the resolution of such issues, including but not limited to, information about conflicts of interest not addressed in the Policies and Procedures; and

 

   

any proxy votes taken by OFI on behalf of the Funds since the last report to the Board which were deviations from the Policies and Procedures and the reasons for any such deviations.

 

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In addition, no less frequently than annually, OFI will provide the Boards a written report identifying any recommended changes in existing policies based upon OFI’s experience under these Policies and Procedures, evolving industry practices and developments in applicable laws or regulations.

 

OFI will maintain all records required to be maintained under, and in accordance with, the Investment Company Act of 1940 and the Investment Advisers Act of 1940 with respect to OFI’s voting of portfolio proxies, including, but not limited to:

 

   

these Policies and Procedures, as amended from time to time;

 

   

Records of votes cast with respect to portfolio proxies, reflecting the information required to be included in Form N-PX;

 

   

Records of written client requests for proxy voting information and any written responses of OFI to such requests; and

 

   

Any written materials prepared by OFI that were material to making a decision in how to vote, or that memorialized the basis for the decision.

 

E. Amendments to these Procedures

 

In addition to the Committee’s responsibilities as set forth in the Committee’s Charter, the Committee shall periodically review and update these Policies and Procedures as necessary. Any amendments to these Procedures and Policies (including the Guidelines) shall be provided to the Boards for review, approval and ratification at the Boards’ next regularly scheduled meetings.

 

F. Proxy Voting Guidelines

 

The Guidelines adopted by the Boards of the Funds are attached as Appendix A. The importance of various issues shifts as political, economic and corporate governance issues come to the forefront and then recede. Accordingly, the Guidelines address the issues OFI has most frequently encountered in the past several years.

 

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APPENDIX A

OppenheimerFunds, Inc. and Oppenheimer Funds

Portfolio Proxy Voting Guidelines

(dated as of August 26, 2008)

 

1. OPERATIONAL ITEMS

 

  1.1 Amend Quorum Requirements.

 

   

Vote AGAINST proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding unless there are compelling reasons to support the proposal.

 

  1.2 Amend Minor Bylaws.

 

   

Vote FOR bylaw or charter changes that are of a housekeeping nature (updates or corrections).

 

  1.3 Change Company Name.

 

   

Vote WITH Management

 

  1.4 Change Date, Time, or Location of Annual Meeting.

 

   

Vote FOR management proposals to change the date/time/location of the annual meeting unless the proposed change is unreasonable.

 

   

Vote AGAINST shareholder proposals to change the date/time/location of the annual meeting unless the current scheduling or location is unreasonable.

 

  1.5 Transact Other Business.

 

   

Vote AGAINST proposals to approve other business when it appears as voting item.

 

AUDITORS

 

  1.6 Ratifying Auditors

 

   

Vote FOR Proposals to ratify auditors, unless any of the following apply:

 

   

An auditor has a financial interest in or association with the company, and is therefore not independent,

 

   

Fees for non-audit services are excessive,

 

   

There is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the company’s financial position, or

 

   

Poor accounting practices are identified that rise to a serious level of concern, such as: fraud; misapplication of Generally Accepted Accounting Principles (“GAAP”) or International Financial Reporting Standards (“IFRS”); or material weaknesses identified in Section 404 disclosures.

 

   

Vote AGAINST shareholder proposals asking companies to prohibit or limit their auditors from engaging in non-audit services.

 

   

Vote AGAINST shareholder proposals asking for audit firm rotation

 

   

Vote on a CASE-BY-CASE basis on shareholder proposals asking the company to discharge the auditor(s).

 

   

Proposals are adequately covered under applicable provisions of Sarbanes-Oxley Act or NYSE or SEC regulations.

 

2.0 THE BOARD OF DIRECTORS

 

  2.1 Voting on Director Nominees

 

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Vote on director nominees should be made on a CASE-BY-CASE basis, examining the following factors:

 

   

Composition of the board and key board committees

 

   

Attendance at board meetings

 

   

Corporate governance provisions and takeover activity

 

   

Long-term company performance relative to a market index

 

   

Directors’ investment in the company

 

   

Whether the chairman is also serving as CEO

 

   

Whether a retired CEO sits on the board

 

   

WITHHOLD VOTES:    However, there are some actions by directors that should result in votes being WITHHELD. These instances include directors who:

 

   

Attend less than 75% of the board and committee meetings without a valid excuse.

 

   

Implement or renew a dead-hand or modified dead-hand poison pill

 

   

Ignore a shareholder proposal that is approved by a majority of the shares outstanding.

 

   

Ignore a shareholder proposal that is approved by a majority of the votes cast for two consecutive years.

 

   

Failed to act on takeover offers where the majority of the shareholders tendered their shares.

 

   

Are inside directors or affiliated outsiders; and sit on the audit, compensation, or nominating committees or the company does not have one of these committees.

 

   

Are audit committee members and any of the following has applied and become public information since the last vote, and has not been otherwise corrected or proper controls have not been put in place:

 

   

The non-audit fees paid to the auditor are excessive

 

   

A material weakness is identified in the Section 404 Sarbanes-Oxley Act disclosures which rises to a level of serious concern, there are chronic internal control issues and an absence of established effective control mechanisms, or

 

   

There is persuasive evidence that the audit committee entered into an inappropriate indemnification agreement with its auditor that limits the ability of the company, or its shareholders, to pursue legitimate legal recourse against the audit firm.

 

   

Are compensation committee members and any of the following has applied and become public information since the last vote, and has not been otherwise corrected or proper controls have not been put in place:

 

   

There is a clearly negative correlation between the chief executive’s pay and company performance under standards adopted in this policy,

 

   

The company reprices underwater options for stock, cash or other consideration without prior shareholder approval, even if allowed in their equity plan,

 

   

The company fails to submit one-time transfers of stock options to a shareholder vote,

 

   

The company fails to fulfill the terms of a burn rate commitment they made to shareholders,

 

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The company has inappropriately backdated options, or

 

   

The company has egregious compensation practices.

 

   

Enacted egregious corporate governance policies or failed to replace management as appropriate.

 

   

Are inside directors or affiliated outside directors; and the full board is less than majority independent.

 

   

Are CEOs of public companies who serve on more than three public company boards, i.e., more than two public company boards other than their own board (the term “public company” excludes an investment company). Vote should be WITHHELD only at their outside board elections.

 

   

Serve on more than five public company boards. (The term “public company” excludes an investment company.)

 

   

Additionally, the following should result in votes being WITHHELD (except from new nominees):

 

   

If the director(s) receive more than 50% withhold votes of votes cast and the issue that was the underlying cause of the high level of withhold votes in the prior election has not been addressed.

 

   

If the company has adopted or renewed a poison pill without shareholder approval since the company’s last annual meeting, does not put the pill to a vote at the current annual meeting, and there is no requirement to put the pill to shareholder vote within 12 months of its adoption. If a company that triggers this policy commits to putting its pill to a shareholder vote within 12 months of its adoption, OFI will not recommend a WITHHOLD vote.

 

  2.2 Board Size

 

   

Vote on a CASE-BY-CASE basis on shareholder proposals to maintain or improve ratio of independent versus non-independent directors.

 

   

Vote FOR proposals seeking to fix the board size or designate a range for the board size.

 

   

Vote on a CASE-BY-CASE basis on proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.

 

  2.3 Classification/Declassification of the Board

 

   

Vote AGAINST proposals to classify the board.

 

   

Vote FOR proposals to repeal classified boards and to elect all directors annually. In addition, if 50% of voting shareholders request repeal of the classified board and the board remains classified, WITHHOLD votes for those directors at the next meeting at which directors are elected, provided however, if the company has majority voting for directors that meets the standards under this policy, WITHHOLD votes only from directors having responsibility to promulgate classification/declassification policies, such as directors serving on the governance committee, nominating committee or either of its equivalent.

 

  2.4 Cumulative Voting

 

   

Vote FOR proposal to eliminate cumulative voting.

 

   

Vote on a CASE-BY-CASE basis on cumulative voting proposals at controlled companies (where insider voting power is greater than 50%).

 

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  2.5 Require Majority Vote for Approval of Directors

 

   

OFI will generally vote FOR precatory and binding resolutions requesting that the board change the company’s bylaws to stipulate that directors need to be elected with an affirmative majority of votes cast, provided it does not conflict with state law where the company is incorporated. Binding resolutions need to allow for a carve-out for a plurality vote standard when there are more nominees than board seats.

 

Companies are strongly encouraged to also adopt a post-election policy (also known as a director resignation policy) that will provide guidelines so that the company will promptly address the situation of a holdover director.

 

  2.6 Director and Officer Indemnification and Liability Protection

 

   

Proposals on director and officer indemnification and liability protection should be evaluated on a CASE-BY-CASE basis, using Delaware law as the standard. Vote on a CASE-BY-CASE basis on proposals to eliminate entirely directors’ and officers’ liability for monetary damages for violating the duty of care, provided the liability for gross negligence is not eliminated. Vote on a CASE-BY-CASE basis on indemnification proposals that would expand coverage beyond just legal expenses to acts, such as negligence, that are more serious violations of fiduciary obligation than mere carelessness, provided coverage is not provided for gross negligence acts. Vote on a CASE-BY-CASE basis on proposals to expand the scope of indemnification to provide for mandatory indemnification of company officials in connection with acts that previously the company was permitted to provide indemnification for at the discretion of the company’s board (i.e. “permissive indemnification”) but that previously the company was not required to indemnify.

 

   

Vote FOR only those proposals providing such expanded coverage in cases when a director’s or officer’s legal defense was unsuccessful if both of the following apply:

 

   

The director was found to have acted in good faith and in a manner that he reasonable believed was in the best interests of the company, and

 

   

Only if the director’s legal expenses would be covered.

 

  2.7 Establish/Amend Nominee Qualifications

 

   

Vote on a CASE-BY-CASE basis on proposals that establish or amend director qualifications.

 

   

Votes should be based on how reasonable the criteria are and to what degree they may preclude dissident nominees from joining the board.

 

   

Vote AGAINST shareholder proposals requiring two candidates per board seat.

 

  2.8 Filling Vacancies/Removal of Directors.

 

   

Vote AGAINST proposals that provide that directors may be removed only for cause.

 

   

Vote FOR proposals to restore shareholder ability to remove directors with or without cause.

 

   

Vote AGAINST proposals that provide that only continuing directors may elect replacements to fill board vacancies.

 

   

Vote FOR proposals that permit shareholders to elect directors to fill board vacancies.

 

  2.9 Independent Chairman (Separate Chairman/CEO)

 

   

Generally vote FOR shareholder proposals requiring the position of chairman to be filled by an independent director unless there are compelling reasons to recommend against the proposal such as a counterbalancing governance structure. This should include all of the following:

 

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Designated lead director, elected by and from the independent board members with clearly delineated and comprehensive duties

 

   

Two-thirds independent board

 

   

All-independent key committees

 

   

Established governance guidelines

 

   

The company should not have underperformed its peers and index on a one-year and three-year basis, unless there has been a change in the Chairman/CEO position within that time. Performance will be measured according to shareholder returns against index and peers from the performance summary table.

 

  2.10 Majority of Independent Directors/Establishment of Committees

 

   

Vote FOR shareholder proposals asking that a majority of directors be independent but vote CASE-BY-CASE on proposals that more than a majority of directors be independent. NYSE and NASDAQ already require that listed companies have a majority of independent directors.

 

   

Vote FOR shareholder proposals asking that board audit, compensation, and/or nominating committees be composed exclusively of independent directors if they currently do not meet that standard.

 

  2.11 Open Access

 

   

Vote CASE-BY-CASE on shareholder proposals asking for open access taking into account the ownership threshold specified in the proposal and the proponent’s rationale for targeting the company in terms of board and director conduct.

 

  2.12 Stock Ownership Requirements

 

   

Vote on a CASE-BY-CASE basis on shareholder proposals that mandate a minimum amount of stock that a director must own in order to qualify as a director or to remain on the board. While stock ownership on the part of directors is favored, the company should determine the appropriate ownership requirement.

 

   

Vote on a CASE-BY-CASE basis on shareholder proposals asking companies to adopt holding periods or retention ratios for their executives, taking into account:

 

   

Whether the company has any holding period, retention ratio or officer ownership requirements in place. These should consist of: Rigorous stock ownership guidelines or short-term holding period requirement (six months to one year) coupled with a significant long-term ownership requirement or a meaningful retention ratio.

 

   

Actual officer stock ownership and the degree to which it meets or exceeds the proponent’s suggested holding period/retention ratio or the company’s own stock ownership or retention requirements.

 

  2.13 Age or Term Limits

 

   

Vote AGAINST shareholder or management proposals to limit the tenure of directors either through term limits or mandatory retirement ages. OFI views as management decision.

 

3.0 PROXY CONTESTS

 

  3.1 Voting for Director Nominees in Contested Elections

 

   

Votes in a contested election of directors must be evaluated on a CASE-BY-CASE basis considering the following factors:

 

   

Long-term financial performance of the target company relative to its industry

 

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Management’s track record

 

   

Background to the proxy contest

 

   

Qualifications of director nominees (both slates)

 

   

Evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met

 

   

Stock ownership position

 

  3.2 Reimbursing Proxy Solicitation Expenses

 

   

Voting to reimburse proxy solicitation expenses should be analyzed on a CASE-BY-CASE basis. In cases, which OFI recommends in favor of the dissidents, OFI also recommends voting for reimbursing proxy solicitation expenses.

 

  3.3 Confidential Voting

 

   

Vote on a CASE-BY-CASE basis on shareholder proposals requesting that corporations adopt confidential voting, use independent vote tabulators and use independent inspectors of election.

 

4.0 ANTITAKEOVER DEFENSES AND VOTING RELATED ISSUES

 

  4.1 Advance Notice Requirements for Shareholder Proposals/Nominations.

 

   

Votes on advance notice proposals are determined on a CASE-BY-CASE basis, generally giving support to those proposals which allow shareholders to submit proposals as close to the meeting date as reasonably possible and within the broadest window possible.

 

  4.2 Amend Bylaws without Shareholder Consent

 

   

Vote AGAINST proposals giving the board exclusive authority to amend the bylaws.

 

   

Vote FOR proposals giving the board the ability to amend the bylaws in addition to shareholders.

 

  4.3 Poison Pills

 

   

Generally vote FOR shareholder proposals requesting to put extraordinary benefits contained in Supplemental Executive Retirement Plan agreements to a shareholder vote unless the company’s executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans.

 

   

Vote AGAINST proposals that increase authorized common stock for the explicit purpose of implementing a shareholder rights plan (poison pill).

 

   

Vote FOR share holder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it.

 

   

Vote FOR shareholder proposals asking that any future pill be put to a shareholder vote.

 

  4.4 Shareholder Ability to Act by Written Consent

 

   

Vote AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent.

 

   

Vote FOR proposals to allow or make easier shareholder action by written consent.

 

  4.5 Shareholder Ability to Call Special Meetings

 

   

Vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings.

 

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Vote FOR proposals that remove restrictions on the right of shareholders to act independently of management.

 

  4.6 Establish Shareholder Advisory Committee

 

   

Vote on a CASE-BY-CASE basis.

 

  4.7 Supermajority Vote Requirements

 

   

Vote AGAINST proposals to require a supermajority shareholder vote.

 

   

Vote FOR proposals to lower supermajority vote requirements.

 

5.0 MERGERS AND CORPORATE RESTRUCTURINGS

 

  5.1 Appraisal Rights

 

   

Vote FOR proposals to restore, or provide shareholders with, rights of appraisal.

 

  5.2 Asset Purchases

 

   

Vote CASE-BY-CASE on asset purchase proposals, considering the following factors:

 

   

Purchase price

 

   

Fairness opinion

 

   

Financial and strategic benefits

 

   

How the deal was negotiated

 

   

Conflicts of interest

 

   

Other alternatives for the business

 

   

Non-completion risk

 

  5.3 Asset Sales

 

   

Vote CASE-BY-CASE on asset sale proposals, considering the following factors:

 

   

Impact on the balance sheet/working capital

 

   

Potential elimination of diseconomies

 

   

Anticipated financial and operating benefits

 

   

Anticipated use of funds

 

   

Value received for the asset

 

   

Fairness opinion

 

   

How the deal was negotiated

 

   

Conflicts of interest

 

  5.4 Bundled Proposals

 

   

Review on a CASE-BY-CASE basis on bundled or “conditioned” proxy proposals. In the case of items that are conditioned upon each other, examine the benefits and costs of the packaged items. In instances when the joint effect of the conditioned items is not in shareholders’ best interests, vote against the proposals. If the combined effect is positive, support such proposals.

 

  5.5 Conversion of Securities

 

   

Votes on proposals regarding conversion of securities are determined on a CASE-BY-CASE basis. When evaluating these proposals, the investor should review the dilution to existing shareholders, the conversion price relative to the market value, financial issues, control issues, termination penalties, and conflicts of interest.

 

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Vote FOR the conversion if it is expected that the company will be subject to onerous penalties or will be forced to file for bankruptcy if the transaction is not approved.

 

  5.6 Corporate Reorganization/Debt Restructuring/Prepackaged Bankruptcy Plans/Reverse Leveraged Buyouts/Wrap Plans

 

   

Votes on proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan are determined on a CASE-BY-CASE basis, taking into consideration the following:

 

   

Dilution to existing shareholders’ position

 

   

Terms of the offer

 

   

Financial issues

 

   

Management’s efforts to pursue other alternatives

 

   

Control issues

 

   

Conflicts of interest

 

   

Vote FOR the debt restructuring if it is expected that the company will file for bankruptcy if the transaction is not approved.

 

  5.7 Formation of Holding Company

 

   

Votes on proposals regarding the formation of a holding company should be determined on a CASE-BY-CASE basis, taking into consideration the following:

 

   

The reasons for the change

 

   

Any financial or tax benefits

 

   

Regulatory benefits

 

   

Increases in capital structure

 

   

Changes to the articles of incorporation or bylaws of the company.

 

   

Absent compelling financial reasons to recommend the transaction, vote AGAINST the formation of a holding company if the transaction would include either of the following:

 

   

Increases in common or preferred stock in excess of the allowable maximum as calculated by the ISS Capital Structure Model.

 

   

Adverse changes in shareholder rights.

 

  5.8 Going Private Transactions (LBOs, Minority Squeezeouts) and Going Dark Transactions

 

   

Vote on going private transactions on a CASE-BY-CASE basis, taking into account the following:

 

   

Offer price/premium

 

   

Fairness opinion

 

   

How the deal was negotiated

 

   

Conflicts of interests

 

   

Other alternatives/offers considered

 

   

Non-completion risk

 

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Vote CASE-BY-CASE on going dark transactions, determining whether the transaction enhances shareholder value by taking into consideration:

 

   

Whether the company has attained benefits from being publicly-traded (examination of trading volume, liquidity, and market research of the stock),

 

   

Cash-out value,

 

   

Whether the interests of continuing and cashed-out shareholders are balanced, and

 

   

The market reaction to public announcement of the transaction.

 

  5.9 Joint Venture

 

   

Votes on a CASE-BY-CASE basis on proposals to form joint ventures, taking into account the following:

 

   

Percentage of assets/business contributed

 

   

Percentage of ownership

 

   

Financial and strategic benefits

 

   

Governance structure

 

   

Conflicts of interest

 

   

Other alternatives

 

   

Non-completion risk

 

  5.10 Liquidations

 

   

Votes on liquidations should be made on a CASE-BY-CASE basis after reviewing management’s efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation.

 

   

Vote FOR the liquidation if the company will file for bankruptcy if the proposal is not approved.

 

  5.11 Mergers and Acquisitions/Issuance of Shares to Facilitate Merger or Acquisition

 

   

Votes on mergers and acquisitions should be considered on a CASE-BY-CASE basis, determining whether the transaction enhances shareholder value by giving consideration to the following:

 

   

Prospects of the combined company, anticipated financial and operating benefits

 

   

Offer price (premium or discount)

 

   

Fairness opinion

 

   

How the deal was negotiated

 

   

Changes in corporate governance

 

   

Change in the capital structure

 

   

Conflicts of interest

 

  5.12 Private Placements/Warrants/Convertible Debenture

 

   

Votes on proposals regarding private placements should be determined on a CASE-BY-CASE basis. When evaluating these proposals the invest should review:

 

   

Dilution to existing shareholders’ position

 

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Terms of the offer

 

   

Financial issues

 

   

Management’s efforts to pursue other alternatives

 

   

Control issues

 

   

Conflicts of interest

 

   

Vote FOR the private placement if it is expected that the company will file for bankruptcy if the transaction is not approved.

 

  5.13 Spinoffs

 

   

Votes on spinoffs should be considered on a CASE-BY-CASE basis depending on:

 

   

Tax and regulatory advantages

 

   

Planned use of the sale proceeds

 

   

Valuation of spinoff

 

   

Fairness opinion

 

   

Benefits to the parent company

 

   

Conflicts of interest

 

   

Managerial incentives

 

   

Corporate governance changes

 

   

Changes in the capital structure

 

  5.14 Value Maximization Proposals

 

   

Votes on a CASE-BY-CASE basis on shareholder proposals seeking to maximize shareholder value by hiring a financial advisor to explore strategic alternatives, selling the company or liquidating the company and distributing the proceeds to shareholders. These proposals should be evaluated based on the following factors: prolonged poor performance with no turnaround in sight, signs of entrenched board and management, strategic plan in place for improving value, likelihood of receiving reasonable value in a sale or dissolution and whether the company is actively exploring its strategic options, including retaining a financial advisor.

 

  5.15 Severance Agreements that are Operative in Event of Change in Control

 

   

Review CASE-BY-CASE, with consideration give to ISS “transfer-of-wealth” analysis. (See section 8.2)

 

6.0 STATE OF INCORPORATION

 

  6.1 Control Share Acquisition Provisions

 

   

Vote FOR proposals to opt out of control share acquisition statutes unless doing so would enable the completion of a takeover that would be detrimental to shareholders.

 

   

Vote AGAINST proposals to amend the charter to include control share acquisition provisions.

 

   

Vote FOR proposals to restore voting rights to the control shares.

 

  6.2 Control Share Cashout Provisions

 

   

Vote FOR proposals to opt out of control share cashout statutes.

 

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  6.3 Disgorgement Provisions

 

   

Vote FOR proposals to opt out of state disgorgement provisions.

 

  6.4 Fair Price Provisions

 

   

Vote proposals to adopt fair price provisions on a CASE-BY-CASE basis, evaluating factors such as the vote required to approve the proposed acquisition, the vote required to repeal the fair price provision, and the mechanism for determining the fair price.

 

   

Generally vote AGAINST fair price provisions with shareholder vote requirements greater than a majority of disinterested shares.

 

  6.5 Freezeout Provisions

 

   

Vote FOR proposals to opt out of state freezeout provisions.

 

  6.6 Greenmail

 

   

Vote FOR proposals to adopt anti-greenmail charter of bylaw amendments or otherwise restrict a company’s ability to make greenmail payments.

 

   

Review on a CASE-BY-CASE basis on anti-greenmail proposals when they are bundled with other charter or bylaw amendments.

 

  6.7 Reincorporation Proposals

 

   

Proposals to change a company’s state of incorporation should be evaluated on a CASE-BY-CASE basis, giving consideration to both financial and corporate governance concerns, including the reasons for reincorporating, a comparison of the governance provisions, and a comparison of the jurisdictional laws.

 

   

Vote FOR reincorporation when the economic factors outweigh any neutral or negative governance changes.

 

  6.8 Stakeholder Provisions

 

   

Vote AGAINST proposals that ask the board to consider non-shareholder constituencies or other non-financial effects when evaluating a merger or business combination.

 

  6.9 State Anti-takeover Statutes

 

   

Review on a CASE-BY-CASE basis proposals to opt in or out of state takeover statutes (including control share acquisition statutes, control share cash-out statutes, freezeout provisions, fair price provisions, stakeholder laws, poison pill endorsements, severance pay and labor contract provisions, anti-greenmail provisions, and disgorgement provisions).

 

7.0 CAPITAL STRUCTURE

 

  7.1 Adjustments to Par Value of Common Stock

 

   

Vote FOR management proposals to reduce the par value of common stock.

 

  7.2 Common Stock Authorization

 

   

Votes on proposals to increase the number of shares of common stock authorized for issuance are determined on a CASE-BY-CASE basis using a model developed by ISS.

 

   

Vote AGAINST proposals at companies with dual-class capital structures to increase the number of authorized shares of the class of stock that has superior voting rights. Vote FOR proposals to approve increases beyond the allowable increase when a company’s shares are in danger of being delisted or if a company’s ability to continue to operate as a going concern is uncertain.

 

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  7.3 Dual-Class Stock

 

   

Vote AGAINST proposals to create a new class of common stock with superior voting rights.

 

   

Vote FOR proposals to create a new class of non-voting or sub-voting common stock if:

 

   

It is intended for financing purposes with minimal or no dilution to current shareholders

 

   

It is not designed to preserve the voting power of an insider or significant shareholder

 

  7.4 Issue Stock for Use with Rights Plan

 

   

Vote AGAINST proposals that increase authorized common stock for the explicit purpose of implementing a non-shareholder approved shareholder rights plan (poison pill).

 

  7.5 Preemptive Rights

 

   

Review on a CASE-BY-CASE basis on shareholder proposals that seek preemptive rights. In evaluating proposals on preemptive right, consider the size of a company, the characteristics of its shareholder base, and the liquidity of the stock.

 

  7.6 Preferred Stock

 

   

Vote FOR shareholder proposals to submit preferred stock issuance to shareholder vote.

 

   

Vote AGAINST proposals authorizing the creation of new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights (“blank check” preferred stock).

 

   

Vote FOR proposals to create “declawed” blank check preferred stock (stock that cannot be used as a takeover defense)

 

   

Vote FOR proposals to authorize preferred stock in cases where the company specifies the voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.

 

   

Vote AGAINST proposals to increase the number of blank check preferred stock authorized for issuance when no shares have been issued or reserved for a specific purpose.

 

   

Vote AGAINST proposals to increase the number of blank check preferred shares unless, (i) class of stock has already been approved by shareholders and (ii) the company has a record of issuing preferred stock for legitimate financing purposes.

 

  7.7 Pledge of Assets for Debt (Generally Foreign Issuers)

 

   

OFI will consider these proposals on a CASE-BY-CASE basis. Generally, OFI will support increasing the debt-to-equity ratio to 100%. Any increase beyond 100% will require further assessment, with a comparison of the company to its industry peers or country of origin.

 

In certain foreign markets, such as France, Latin America and India, companies often propose to pledge assets for debt, or seek to issue bonds which increase debt-to-equity ratios up to 300%.

 

  7.8 Recapitalization

 

   

Votes CASE-BY-CASE on recapitalizations (reclassification of securities), taking into account the following:

 

   

More simplified capital structure

 

   

Enhanced liquidity

 

   

Fairness of conversion terms

 

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Impact on voting power and dividends

 

   

Reasons for the reclassification

 

   

Conflicts of interest

 

   

Other alternatives considered

 

  7.9 Reverse Stock Splits

 

   

Vote FOR management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced.

 

   

Vote FOR management proposals to implement a reverse stock split to avoid delisting.

 

   

Votes on proposals to implement a reverse stock split that do not proportionately reduce the number of shares authorized for issue should be determined on a CASE-BY-CASE basis using a model developed by ISS.

 

  7.10 Share Purchase Programs

 

   

Vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.

 

  7.11 Stock Distributions: Splits and Dividends

 

   

Vote FOR management proposals to increase the common share authorization for a stock split or share dividend, provided that the increase in authorized shares would not result in an excessive number of shares available for issuance as determined using a model developed by ISS.

 

  7.12 Tracking Stock

 

   

Votes on the creation of tracking stock are determined on a CASE-BY-CASE basis, weighing the strategic value of the transaction against such factors as: adverse governance changes, excessive increases in authorized capital stock, unfair method of distribution, diminution of voting rights, adverse conversion features, negative impact on stock option plans, and other alternatives such as spinoff.

 

8.0 EXECUTIVE AND DIRECTOR COMPENSATION

 

  8.1 Equity-based Compensation Plans

 

   

Vote compensation proposals on a CASE-BY-CASE basis.

 

   

In general, OFI considers compensation questions such as stock option plans and bonus plans to be ordinary business activity. OFI analyzes stock option plans, paying particular attention to their dilutive effect. While OFI generally supports management proposals, OFI opposes compensation proposals that OFI believes to be excessive, with consideration of factors including the company’s industry, market capitalization, revenues and cash flow.

 

   

Vote AGAINST plans that expressly permit the repricing of underwater stock options without shareholder approval. Generally vote AGAINST plans in which the CEO participates if there is a disconnect between the CEO’s pay and company performance (an increase in pay and a decrease in performance) and the main source of the pay increase (over half) is equity-based. A decrease in performance is based on negative one- and three-year total shareholder returns. An increase in pay is based on the CEO’s total direct compensation (salary, cash bonus, present value of stock options, face value of restricted stock, face value of long-term incentive plan payouts, and all other compensation) increasing over the previous year. Also WITHHOLD votes from the Compensation Committee members.

 

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  8.2 Director Compensation

 

   

Vote CASE-BY-CASE on stock plans or non-cash compensation plans for non-employee directors, based on the cost of the plans against the company’s allowable cap. On occasion, director stock plans that set aside a relatively small number of shares when combined with employee or executive stock compensation plans will exceed the allowable cap.

 

   

Vote FOR the plan if ALL of the following qualitative factors in the board’s compensation are met and disclosed in the proxy statement:

 

   

Director stock ownership guidelines with a minimum of three times the annual cash retainer;

 

   

Vesting schedule or mandatory holding/deferral period:

 

   

A minimum vesting of three years for stock options or restricted stock, or

 

   

Deferred stock payable at the end of a three-year deferral period;

 

   

Mix between cash and equity:

 

   

A balanced mix of cash and equity, for example 40% cash/60% equity or 50% cash/50% equity, or

 

   

If the mix is heavier on the equity component, the vesting schedule or deferral period should be more stringent, with the lesser of five years or the term of directorship;

 

   

No retirement/benefits and perquisites provided to non-employee directors; and

 

   

Detailed disclosure provided on cash and equity compensation delivered to each non-employee director for the most recent fiscal year in a table. The column headers for the table may include the following: name of each non-employee director, annual retainer, board meeting fees, committee retainer, committee-meeting fees, and equity grants.

 

  8.3 Bonus for Retiring Director

 

   

Examine on a CASE-BY CASE basis. Factors we consider typically include length of service, company’s accomplishments during the Director’s tenure, and whether we believe the bonus is commensurate with the Director’s contribution to the company.

 

  8.4 Cash Bonus Plan

 

   

Consider on a CASE-BY-CASE basis. In general, OFI considers compensation questions such as cash bonus plans to be ordinary business activity. While we generally support management proposals, we oppose compensation proposals we believe are excessive.

 

  8.5 Stock Plans in Lieu of Cash

 

   

Generally vote FOR management proposals, unless OFI believe the proposal is excessive.

 

In casting its vote, OFI reviews the ISS recommendation per a “transfer of wealth” binomial formula that determines an appropriate cap for the wealth transfer based upon the company’s industry peers.

 

   

Vote FOR plans which provide participants with the option of taking all or a portion of their cash compensation in the form of stock are determined on a CASE-BY-CASE basis.

 

   

Vote FOR plans which provide a dollar-for-dollar cash for stock exchange.

 

  8.6 Pre-Arranged Trading Plans (10b5-1 Plans)

 

   

Generally vote FOR shareholder proposals calling for certain principles regarding the use of prearranged trading plans (10b5-1 plans) for executives. These principles include:

 

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Adoption, amendment, or termination of a 10b5-1 Plan must be disclosed within two business days in a Form 8-K,

 

   

Amendment or early termination of a 10b5-1 Plan is allowed only under extraordinary circumstances, as determined by the board,

 

   

Ninety days must elapse between adoption or amendment of a 10b5-1 Plan and initial trading under the plan,

 

   

Reports on Form 4 must identify transactions made pursuant to a 10b5-1 Plan,

 

   

An executive may not trade in company stock outside the 10b5-1 Plan, and

 

   

Trades under a 10b5-1 Plan must be handled by a broker who does not handle other securities transactions for the executive.

 

  8.7 Management Proposals Seeking Approval to Reprice Options

 

   

Votes on management proposals seeking approval to exchange/reprice options are evaluated on a CASE-BY-CASE basis giving consideration to the following:

 

   

Historic trading patterns

 

   

Rationale for the repricing

 

   

Value-for-value exchange

 

   

Option vesting

 

   

Term of the option

 

   

Exercise price

 

   

Participation

 

  8.8 Employee Stock Purchase Plans

 

   

Votes on employee stock purchase plans should be determined on a CASE-BY-CASE basis.

 

   

Votes FOR employee stock purchase plans where all of the following apply:

 

   

Purchase price is at least 85% of fair market value

 

   

Offering period is 27 months or less

 

   

The number of shares allocated to the plan is 10% or less of the outstanding shares

 

   

Votes AGAINST employee stock purchase plans where any of the following apply:

 

   

Purchase price is at least 85% of fair market value

 

   

Offering period is greater than 27 months

 

   

The number of shares allocated to the plan is more than 10% of the outstanding shares

 

  8.9 Incentive Bonus Plans and Tax Deductibility Proposals (OBRA-Related Compensation Proposals)

 

   

Vote FOR proposals that simply amend shareholder-approved compensation plans to include administrative features or place a cap on the annual grants any one participant may receive to comply with the provisions of Section 162(m).

 

   

Vote FOR proposals to add performance goals to existing compensation plans to comply with the provisions of Section 162(m) unless they are clearly inappropriate.

 

   

Votes to amend existing plans to increase shares reserved and to qualify for favorable tax treatment under the provisions of Section 162(m) should be considered on a CASE-BY-CASE basis using a proprietary, quantitative model developed by ISS.

 

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Generally vote FOR cash or cash and stock bonus plans that are submitted to shareholders for the purpose of exempting compensation from taxes under the provisions of Section 162(m) if no increase in shares is requested.

 

  8.10 Employee Stock Ownership Plans (ESOPs)

 

   

Vote FOR proposals to implement an ESOP or increase authorized shares for existing ESOPs, unless the number of shares allocated to the ESOP is excessive (more than 5% of outstanding shares.)

 

  8.11 Shareholder Proposal to Submit Executive Compensation to Shareholder Vote

 

   

Vote on a CASE-BY-CASE basis.

 

  8.12 Advisory Vote on Executive Compensation (Say-on-Pay) Management Proposal

 

   

Vote on a CASE-BY-CASE basis considering the following factors in the context of each company’s specific circumstances and the board’s disclosed rationale for its practices:

 

   

Relative Considerations:

 

   

Assessment of performance metrics relative to business strategy, as discussed and explained in the CD&A;

 

   

Evaluation of peer groups used to set target pay or award opportunities;

 

   

Alignment of company performance and executive pay trends over time (e.g., performance down: pay down);

 

   

Assessment of disparity between total pay of the CEO and other Named Executive Officers (NEOs).

 

   

Design Considerations:

 

   

Balance of fixed versus performance-driven pay;

 

   

Assessment of excessive practices with respect to perks, severance packages, supplemental executive pension plans, and burn rates.

 

   

Communication Considerations:

 

   

Evaluation of information and board rationale provided in CD&A about how compensation is determined (e.g., why certain elements and pay targets are used, and specific incentive plan goals, especially retrospective goals);

 

   

Assessment of board’s responsiveness to investor input and engagement on compensation issues (e.g., in responding to majority-supported shareholder proposals on executive pay topics).

 

  8.13 401(k) Employee Benefit Plans

 

   

Vote FOR proposals to implement a 401(k) savings plan for employees.

 

  8.14 Shareholder Proposals Regarding Executive and Director Pay

 

   

Generally, vote FOR shareholder proposals seeking additional disclosure of executive and director pay information, provided the information requested is relevant to shareholders’ needs, would not put the company at a competitive disadvantage relative to its industry, and is not unduly burdensome to the company.

 

   

Generally vote FOR shareholder proposals seeking disclosure regarding the company’s, board’s, or committee’s use of compensation consultants, such as company name, business relationship(s) and fees paid.

 

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Vote WITH MANAGEMENT on shareholder proposals requiring director fees be paid in stock only.

 

   

Vote FOR shareholder proposals to put option repricings to a shareholder vote.

 

   

Vote on a CASE-BY-CASE basis for all other shareholder proposals regarding executive and director pay, taking into account company performance, pay level versus peers, pay level versus industry, and long term corporate outlook.

 

  8.15 Performance-Based Stock Options

 

   

Generally vote FOR shareholder proposals advocating the use of performance-based stock options (indexed, premium-priced, and performance-vested options), unless:

 

   

The proposal is overly restrictive (e.g., it mandates that awards to all employees must be performance-based or all awards to top executives must be a particular type, such as indexed options), or

 

   

The company demonstrates that it is using a substantial portion of performance-based awards for its top executives

 

  8.16 Pay-for-Performance

 

   

Generally vote FOR shareholder proposals that align a significant portion of total compensation of senior executives to company performance. In evaluating the proposals, the following factors will be analyzed:

 

   

What aspects of the company’s short-term and long-term incentive programs are performance-driven?

 

   

Can shareholders assess the correlation between pay and performance based on the company’s disclosure?

 

   

What type of industry does the company belong to?

 

   

Which stage of the business cycle does the company belong to?

 

  8.17 Golden Parachutes and Executive Severance Agreements

 

   

Vote FOR shareholder proposals to require golden parachutes or executive severance agreements to be submitted for shareholder ratification, unless the proposal requires shareholder approval prior to entering into employment contracts.

 

   

Vote on a CASE-BY-CASE basis on proposals to ratify or cancel golden parachutes. An acceptable parachute should include the following:

 

   

The parachute should be less attractive than an ongoing employment opportunity with the firm

 

   

The triggering mechanism should be beyond the control management

 

   

The amount should not exceed three times base salary plus guaranteed benefits

 

   

Change-in-control payments should be double-triggered, i.e., (1) after a change in control has taken place, and (2) termination of the executive as a result of the change in control. Change in control is defined as a change in the company ownership structure.

 

  8.18 Pension Plan Income Accounting

 

   

Generally vote FOR shareholder proposals to exclude pension plan income in the calculation of earnings used in determining executive bonuses/compensation.

 

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  8.19 Supplemental Executive Retirement Plans (SERPs)

 

   

Generally vote FOR shareholder proposals requesting to put extraordinary benefits contained in SERP agreement to a shareholder vote unless the company’s executive pension plans do not contain excessive benefits beyond what it offered under employee-wide plans.

 

   

Generally vote FOR shareholder proposals requesting to limit the executive benefits provided under the company’s supplemental executive retirement plan (SERP) by limiting covered compensation to a senior executive’s annual salary and excluding all incentive or bonus pay from the plan’s definition of covered compensation used to establish such benefits.

 

  8.20 Claw-back of Payments under Restatements

 

   

Vote on a CASE-BY-CASE basis on shareholder proposals requesting clawbacks or recoupment of bonuses or equity, considering factors such as:

 

   

The coverage of employees, whether it applies to all employees, senior executives or only employees committing fraud which resulted in the restatement

 

   

The nature of the proposal where financial restatement is due to fraud

 

   

Whether or not the company has had material financial problems resulting in chronic restatements

 

   

The adoption of a robust and formal bonus/equity recoupment policy

 

   

If a company’s bonus recoupment policy provides overly broad discretion to the board in recovering compensation, generally vote FOR the proposal.

 

   

If the proposal seeks bonus recoupment from senior executives or employees committing fraud, generally vote FOR the proposal.

 

  8.21 Tax Gross-Up Proposals

 

   

Generally vote FOR shareholder proposals calling for companies to adopt a policy of not providing tax gross-up payments, except in limited situations for broadly accepted business practices, such as reasonable relocation or expatriate tax equalization arrangements applicable to substantially all or a class of management employees of the company.

 

9.0 SOCIAL, POLITICAL AND ENVIRONMENTAL ISSUES

 

In the case of social, political and environmental responsibility issues, OFI will generally ABSTAIN where there could be a detrimental impact on share value or where the perceived value if the proposal was adopted is unclear or unsubstantiated.

 

   

OFI will only for vote FOR a proposal that would clearly:

 

   

have a discernable positive impact on short-term or long-term share value, or

 

   

have a presently indiscernible impact on short or long-term share value but promotes general long-term interests of the company and its shareholders, such as:

 

   

prudent business practices which support the long-term sustainability of natural resources within the company’s business lines, including reasonable disclosure on environmental policy issues that are particularly relevant to the company’s business,

 

   

reasonable and necessary measures to mitigate business operations from having disproportionately adverse impacts on the environment, absent which could potentially lead to onerous government sanctions, restrictions, or taxation regimes, major customer backlash, or other significant negative ramifications.

 

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In the evaluation of social, political, and environmental proposals, the following factors may be considered:

 

   

what percentage of sales, assets and earnings will be affected;

 

   

the degree to which the company’s stated position on the issues could affect its reputation or sales, leave it vulnerable to boycott, selective purchasing, government sanctions, viable class action or shareholder derivative lawsuits;

 

   

whether the issues presented should be dealt with through government or company-specific action;

 

   

whether the company has already responded in some appropriate manner to the request embodied in the proposal;

 

   

whether the company’s analysis and voting recommendation to shareholders is persuasive;

 

   

what other companies have done in response to the issue;

 

   

whether the proposal itself is well framed and reasonable;

 

   

whether implementation of the proposal would achieve the objectives sought in the proposal;

 

   

whether the subject of the proposal is best left to the discretion of the board;

 

   

whether the requested information is available to shareholders either from the company or from a publicly available source; and

 

   

whether providing this information would reveal proprietary or confidential information that would place the company at a competitive disadvantage.

 

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PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

 

DESCRIPTION OF PROXY VOTING POLICIES AND PROCEDURES

 

Pacific Investment Management Company LLC (“PIMCO”) has adopted written proxy voting policies and procedures (“Proxy Policy”) as required by Rule 206(4)-6 under the Investment Advisers Act of 1940, as amended. PIMCO has implemented the Proxy Policy for each of its clients as required under applicable law, unless expressly directed by a client in writing to refrain from voting that client’s proxies. Recognizing that proxy voting is a rare event in the realm of fixed income investing and is typically limited to solicitation of consent to changes in features of debt securities, the Proxy Policy also applies to any voting rights and/or consent rights of PIMCO, on behalf of its clients, with respect to debt securities, including but not limited to, plans of reorganization, and waivers and consents under applicable indentures.

 

The Proxy Policy is designed and implemented in a manner reasonably expected to ensure that voting and consent rights are exercised in the best interests of PIMCO’s clients. Each proxy is voted on a case-by-case basis taking into consideration any relevant contractual obligations as well as other relevant facts and circumstances at the time of the vote. In general, PIMCO reviews and considers corporate governance issues related to proxy matters and generally supports proposals that foster good corporate governance practices. PIMCO may vote proxies as recommended by management on routine matters related to the operation of the issuer and on matters not expected to have a significant economic impact on the issuer and/or its shareholders.

 

PIMCO will supervise and periodically review its proxy voting activities and implementation of the Proxy Policy. PIMCO will review each proxy to determine whether there may be a material conflict between PIMCO and its client. If no conflict exists, the proxy will be forwarded to the appropriate portfolio manager for consideration. If a conflict does exist, PIMCO will seek to resolve any such conflict in accordance with the Proxy Policy. PIMCO seeks to resolve any material conflicts of interest by voting in good faith in the best interest of its clients. If a material conflict of interest should arise, PIMCO will seek to resolve such conflict in the client’s best interest by pursuing any one of the following courses of action: (i) convening a committee to assess and resolve the conflict; (ii) voting in accordance with the instructions of the client; (iii) voting in accordance with the recommendation of an independent third-party service provider; (iv) suggesting that the client engage another party to determine how the proxy should be voted; (v) delegating the vote to a third-party service provider; or (vi) voting in accordance with the factors discussed in the Proxy Policy.

 

Clients may obtain a copy of PIMCO’s written Proxy Policy and the factors that PIMCO may consider in determining how to vote a client’s proxy. Except as required by law, PIMCO will not disclose to third parties how it voted on behalf of a client. However, upon request from an appropriately authorized individual, PIMCO will disclose to its clients or the entity delegating the voting authority to PIMCO for such clients, how PIMCO voted such client’s proxy. In addition, a client may obtain copies of PIMCO’s Proxy Policy and information as to how its proxies have been voted by contacting PIMCO.

 

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SSgA FUNDS MANAGEMENT, INC.

 

PROXY VOTING POLICY

 

SSgA Funds Management, Inc. (“FM”) seeks to vote proxies for which it has discretionary authority in the best interests of its clients. This entails voting proxies in a way which FM believes will maximize the monetary value of each portfolio’s holdings with respect to proposals that are reasonably anticipated to have an impact on the current or potential value of a security. Absent unusual circumstances or specific client instructions, we vote proxies on a particular matter in the same way for all clients, regardless of their investment style or strategies. FM takes the view that voting in a manner consistent with maximizing the value of our clients’ holdings will benefit our direct clients (e.g. investment funds) and, indirectly, the ultimate owners and beneficiaries of those clients (e.g. fund shareholders).

 

Oversight of the proxy voting process is the responsibility of the State Street Global Advisors (“SSgA”) Investment Committee. The SSgA Investment Committee reviews and approves amendments to the FM Proxy Voting Policy and delegates authority to vote in accordance with this policy to the FM Proxy Review Committee, a subcommittee of the SSgA Investment Committee. FM retains the final authority and responsibility for voting. In addition to voting proxies, FM:

 

  1) describes its proxy voting procedures to its clients in Part II of its Form ADV;

 

  2) provides the client with this written proxy policy, upon request;

 

  3) discloses to its clients how they may obtain information on how FM voted the client’s proxies;

 

  4) matches proxies received with holdings as of record date;

 

  5) reconciles holdings as of record date and rectifies any discrepancies;

 

  6) generally applies its proxy voting policy consistently and keeps records of votes for each client;

 

  7) documents the reason(s) for voting for all non-routine items; and

 

  8) keeps records of such proxy voting available for inspection by the client or governmental agencies.

 

Process

 

The FM Manager of Corporate Governance is responsible for monitoring proxy voting on behalf of our clients and executing the day to day implementation of this Proxy Voting Policy. As stated above, oversight of the proxy voting process is the responsibility of the SSgA Investment Committee.

 

In order to facilitate our proxy voting process, FM retains RiskMetrics Group, Inc. (“RMG”), a firm with expertise in the proxy voting and corporate governance fields. RMG assists in the proxy voting process, including acting as our voting agent (i.e. actually processing the proxies), advising us as to current and emerging governance issues that we may wish to address, interpreting this policy and applying it to individual proxy items, and providing analytical information concerning specific issuers and proxy items as well as governance trends and developments. This Policy does not address all issues as to which we may receive proxies nor does it seek to describe in detail all factors that we may consider relevant to any particular proposal. To assist RMG in interpreting and applying this Policy, we meet with RMG at least annually, provide written guidance on certain topics generally on an annual basis and communicate more regularly as necessary to discuss how specific issues should be addressed. This guidance permits RMG to apply this Policy without consulting us as to each proxy but in a manner that is consistent with our investment view and not their own governance opinions. If an issue raised by a proxy is not addressed by this Policy or our prior guidance to RMG, RMG refers the proxy to us for direction on voting. On issues that we do not believe affect the economic value of our portfolio holdings or are considered by us to be routine matters as to which we have not provided specific guidance, we have agreed with RMG to act as

 

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our voting agent in voting such proxies in accordance with its own recommendations which, to the extent possible, take into account this Policy and FM’s general positions on similar matters. The Manager of Corporate Governance is responsible, working with RMG, for submitting proxies in a timely manner and in accordance with our policy. The Manager of Corporate Governance works with RMG to establish and update detailed procedures to implement this policy.

 

From time to time, proxy votes will be solicited which fall into one of the following categories:

 

  (i) proxies which involve special circumstances and require additional research and discussion (e.g. a material merger or acquisition, or a material governance issue with the potential to become a significant precedent in corporate governance); or

 

  (ii) proxies which are not directly addressed by our policies and which are reasonably anticipated to have an impact on the current or potential value of a security or which we do not consider to be routine.

 

These proxies are identified through a number of methods, including but not limited to notification from RMG, concerns of clients, review by internal proxy specialists, and questions from consultants. The role of third parties in identifying special circumstances does not mean that we will depart from our guidelines; these third parties are all treated as information sources. If they raise issues that we determine to be prudent before voting a particular proxy or departing from our prior guidance to RMG, we will weigh the issue along with other relevant factors before making an informed decision. In all cases, we vote proxies as to which we have voting discretion in a manner that we determine to be in the best interest of our clients. As stated above, if the proposal has a quantifiable effect on shareholder value, we seek to maximize the value of a portfolio’s holdings. With respect to matters that are not so quantifiable, we exercise greater judgment but still seek to maximize long-term value by promoting sound governance policies. The goal of the Proxy Voting Committee is to make the most informed decision possible.

 

In instances of special circumstances or issues not directly addressed by our policies or guidance to RMG, the FM Manager of Corporate Governance will refer the item to the Chairman of the Investment Committee for a determination of the proxy vote. The first determination is whether there is a material conflict of interest between the interests of our client and those of FM or its affiliates (as explained in greater detail below under “Potential Conflicts”). If the Manager of Corporate Governance and the Chairman of the Investment Committee determine that there is a material conflict, the process detailed below under “Potential Conflicts” is followed. If there is no material conflict, we examine the proposals that involve special circumstances or are not addressed by our policy or guidance in detail in seeking to determine what vote would be in the best interests of our clients. At this point, the Chairman of the Investment Committee makes a voting decision in our clients’ best interest. However, the Chairman of the Investment Committee may determine that a proxy involves the consideration of particularly significant issues and present the proxy item to the Proxy Review Committee and/or to the entire Investment Committee for a final decision on voting the proxy. The Investment Committee will use the same rationale for determining the appropriate vote.

 

FM reviews proxies of non-US issuers in the context of these guidelines. However, FM also endeavors to show sensitivity to local market practices when voting these proxies, which may lead to different votes. For example, in certain foreign markets, items are put to vote which have little or no effect on shareholder value, but which are routinely voted on in those jurisdictions; in the absence of material effect on our clients, we will follow market practice. FM votes in all markets where it is feasible to do so. Note that certain custodians utilized by our clients do not offer proxy voting in every foreign jurisdiction. In such a case, FM will be unable to vote such a proxy.

 

Voting

 

For most issues and in most circumstances, we abide by the following general guidelines. However, it is important to remember that these are simply guidelines. As discussed above, in certain circumstances, we may determine that it would be in the best interests of our clients to deviate from these guidelines.

 

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  I. Generally, FM votes for the following ballot items:

 

Board of Directors

 

   

Elections of directors who (i) we determine to be adequately independent of management and (ii) do not simultaneously serve on an unreasonable (as determined by FM) number of other boards (other than those affiliated with the issuer). Factors that we consider in evaluating independence include whether the nominee is an employee of or related to an employee of the issuer or its auditor, whether the nominee provides professional services to the issuer, whether the nominee has attended an appropriate number of scheduled board meetings (as determined by SSgA), or whether the nominee receives non-board related compensation from the issuer

 

   

Directors’ compensation, provided the amounts are not excessive relative to other issuers in the market or industry. In making such a determination, we review whether the compensation is overly dilutive to existing shareholders.

 

   

Proposals to limit directors’ liability and/or expand indemnification of directors, provided that a director shall only be eligible for indemnification and liability protection if he or she has not acted in bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office

 

   

Discharge of board members’ duties*, in the absence of pending litigation, governmental investigation, charges of fraud or other indicia of significant concern

 

   

The establishment of annual elections of the board of directors unless the board is composed by a majority of independent directors, the board’s key committees (auditing, nominating and compensation) are composed of independent directors, and there are no other material governance issues or performance issues.

 

   

Mandates requiring a majority of independent directors on the Board of Directors

 

   

Mandates that Audit, Compensation and Nominating Committee members should all be independent directors

 

   

Mandates giving the Audit Committee the sole responsibility for the selection and dismissal of the auditing firm and any subsequent result of audits are reported to the audit committee

 

   

Elimination of cumulative voting

 

   

Establishment of confidential voting

 

   

Proposals seeking to establish or decrease an existing required ownership threshold contained within the company by-laws that offer shareholders the right to call special meetings.

 

Auditors

 

   

Approval of auditors, unless the fees paid to auditors are excessive; auditors’ fees will be deemed excessive if the non-audit fees for the prior year constituted 50% or more of the total fees paid to the auditors

 

   

Auditors’ compensation, provided the issuer has properly disclosed audit and nonaudit fees relative to market practice and that non-audit fees for the prior year constituted no more than 50% of the total fees paid to the auditors

 

   

Discharge of auditors*

 

 

* Common for non-US issuers; request from the issuer to discharge from liability the directors or auditors with respect to actions taken by them during the previous year.

 

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Approval of financial statements, auditor reports and allocation of income

 

   

Requirements that auditors attend the annual meeting of shareholders

 

   

Disclosure of Auditor and Consulting relationships when the same or related entities are conducting both activities

 

   

Establishment of a selection committee responsible for the final approval of significant management consultant contract awards where existing firms are already acting in an auditing function

 

Capitalization

 

   

Dividend payouts that are greater than or equal to country and industry standards; we generally support a dividend which constitutes 30% or more of net income

 

   

Authorization of share repurchase programs, unless the issuer does not clearly state the business purpose for the program, a definitive number of shares to be repurchased, and the time frame for the repurchase

 

   

Capitalization changes which eliminate other classes of stock and/or unequal voting rights

 

   

Changes in capitalization authorization for stock splits, stock dividends, and other specified needs which are no more than 50% of the existing authorization for U.S. companies and no more than 100% of existing authorization for non-U.S. companies.

 

   

Elimination of pre-emptive rights for share issuance of less than a certain percentage (country specific—ranging from 5% to 20%) of the outstanding shares, unless even such small amount could have a material dilutive effect on existing shareholders (e.g. in illiquid markets)

 

Anti-Takeover Measures

 

   

Elimination of shareholder rights plans (“poison pill”)

 

   

Amendment to a shareholder rights plans (“poison pill”) where the terms of the new plans are more favorable to shareholders’ ability to accept unsolicited offers (i.e. if one of the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no “dead hand,” “slow hand,” “no hand” or similar feature that limits the ability of a future board to redeem the pill, and (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced)

 

   

Adoption or renewal of a non-US issuer’s shareholder rights plans (“poison pill”) if the following conditions are met: (i) minimum trigger, flip-in or flip-over of 20%, (ii) maximum term of three years, (iii) no “dead hand,” “slow hand,” “no hand” or similar feature that limits the ability of a future board to redeem the pill, and (iv) inclusion of a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced

 

   

Reduction or elimination of super-majority vote requirements, unless management of the issuer was concurrently seeking to or had previously made such reduction or elimination

 

   

Mandates requiring shareholder approval of a shareholder rights plans (“poison pill”)

 

   

Repeals of various anti-takeover related provisions

 

Executive Compensation/Equity Compensation

 

   

Stock purchase plans with an exercise price of not less that 85% of fair market value

 

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Stock option plans which are incentive based and not excessively dilutive. In order to assess the dilutive effect, we divide the number of shares required to fully fund the proposed plan, the number of authorized but unissued shares, and the issued but unexercised shares by fully diluted share count. We review that number in light of certain factors, including the industry of the issuer, in order to make our determination as to whether the dilution is excessive.

 

   

Other stock-based plans which are not excessively dilutive, using the same process set forth in the preceding bullet

 

   

Expansions to reporting of financial or compensation-related information, within reason

 

   

Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee

 

Routine Business Items

 

   

General updating of or corrective amendments to charter not otherwise specifically addressed herein, unless such amendments would reasonably be expected to diminish shareholder rights (e.g. extension of directors’ term limits, amending shareholder vote requirement to amend the charter documents, insufficient information provided as to the reason behind the amendment)

 

   

Change in Corporation Name

 

   

Mandates that amendments to bylaws or charters have shareholder approval

 

Other

 

   

Adoption of anti-”greenmail” provisions, provided that the proposal: (i) defines greenmail; (ii) prohibits buyback offers to large block holders (holders of at least 1% of the outstanding shares and in certain cases, a greater amount, as determined by the Proxy Review Committee) not made to all shareholders or not approved by disinterested shareholders; and (iii) contains no anti-takeover measures or other provisions restricting the rights of shareholders

 

   

Repeals or prohibitions of “greenmail” provisions

 

   

“Opting-out” of business combination provision

 

  II. Generally, FM votes against the following items:

 

Board of Directors

 

   

Establishment of classified boards of directors, unless 80% of the board is independent

 

   

Proposals requesting re-election of insiders or affiliated directors who serve on audit, compensation, or nominating committees

 

   

Limits to tenure of directors

 

   

Requirements that candidates for directorships own large amounts of stock before being eligible to be elected

 

   

Restoration of cumulative voting in the election of directors

 

   

Removal of a director, unless we determine the director (i) is not adequately independent of management or (ii) simultaneously serves on an unreasonable (as determined by FM) number of other boards (other than those affiliated with the issuer). Factors that we consider in evaluating independence include whether the director is an employee of or related to an employee of the issuer or its auditor, whether the director provides professional services to the issuer, or whether the director receives non-board related compensation from the issuer

 

   

The elimination of shareholders’ right to call special meetings or attempts to raise the ownership threshold beyond reasonable levels (as determined by SSgA).

 

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Proposals that relate to the “transaction of other business as properly comes before the meeting”, which extend “blank check” powers to those acting as proxy

 

   

Approval of Directors who have failed to act on a shareholder proposal that has been approved by a majority of outstanding shares

 

   

Directors at companies where prior non-cash compensation was improperly “backdated” or “springloaded” where one of the following scenarios exists:

 

   

(i) it is unknown whether the Compensation Committee had knowledge of such backdating at the time, (ii) the Compensation Committee was not independent at the time, and (iii) the director seeking reelection served on the Compensation Committee at the time; or

 

   

(i) it is unknown whether the Compensation Committee had knowledge of such backdating at the time, (ii) the Compensation Committee was independent at the time, and (iii) sufficient controls have not been implemented to avoid similar improper payments going forward; or

 

   

(i) the Compensation Committee had knowledge of such backdating at the time, and (ii) the director seeking reelection served on the Compensation Committee at the time; or

 

   

(i) the Compensation Committee did not have knowledge of such backdating at the time, and (ii) sufficient controls have not been implemented to avoid similar improper payments going forward

 

Capitalization

 

   

Capitalization changes that add “blank check” classes of stock (i.e. classes of stock with undefined voting rights) or classes that dilute the voting interests of existing shareholders

 

   

Capitalization changes that exceed 100% of the issuer’s current authorized capital unless management provides an appropriate rationale for such change

 

Anti-Takeover Measures

 

   

Anti-takeover and related provisions that serve to prevent the majority of shareholders from exercising their rights or effectively deter appropriate tender offers and other offers

 

   

Adjournment of Meeting to Solicit Additional Votes

 

   

Shareholder rights plans that do not include a shareholder redemption feature (qualifying offer clause), permitting ten percent of the shares to call a special meeting or seek a written consent to vote on rescinding the pill if the board refuses to redeem the pill 90 days after a qualifying offer is announced

 

   

Adoption or renewal of a US issuer’s shareholder rights plan (“poison pill”)

 

Executive Compensation/Equity Compensation

 

   

Excessive compensation (i.e. compensation plans which are deemed by FM to be overly dilutive)

 

   

Retirement bonuses for non-executive directors and auditors

 

   

Proposals requiring the disclosure of executive retirement benefits if the issuer has an independent compensation committee

 

Routine Business Items

 

   

Amendments to bylaws which would require super-majority shareholder votes to pass or repeal certain provisions

 

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Reincorporation in a location which has more stringent anti-takeover and related provisions

 

   

Proposals asking the board to adopt any form of majority voting, unless the majority standard indicated is based on a majority of shares outstanding.

 

Other

 

   

Requirements that the company provide costly, duplicative, or redundant reports, or reports of a non-business nature

 

   

Restrictions related to social, political, or special interest issues which affect the ability of the company to do business or be competitive and which have significant financial or best-interest impact

 

   

Proposals which require inappropriate endorsements or corporate actions

 

   

Proposals asking companies to adopt full tenure holding periods for their executives

 

  III. FM evaluates Mergers and Acquisitions on a case-by-case basis. Consistent with our proxy policy, we support management in seeking to achieve their objectives for shareholders. However, in all cases, FM uses its discretion in order to maximize shareholder value. FM generally votes as follows:

 

   

Against offers with potentially damaging consequences for minority shareholders because of illiquid stock, especially in some non-US markets

 

   

Against offers when we believe that reasonable prospects exist for an enhanced bid or other bidders

 

   

Against offers where, at the time of voting, the current market price of the security exceeds the bid price

 

   

For proposals to restructure or liquidate closed end investment funds in which the secondary market price is substantially lower than the net asset value

 

   

For offers made at a premium where no other higher bidder exists

 

Protecting Shareholder Value

 

We at FM agree entirely with the United States Department of Labor’s position that “where proxy voting decisions may have an effect on the economic value of the plan’s underlying investment, plan fiduciaries should make proxy voting decisions with a view to enhancing the value of the shares of stock” (IB 94-2). Our proxy voting policy and procedures are designed with the intent that our clients receive the best possible returns on their investments. We meet directly with corporation representatives and participate in conference calls and third-party inquiries in order to ensure our processes are as fully informed as possible. However, we use each piece of information we receive—whether from clients, consultants, the media, the issuer, RMG or other sources—as one part of our analysis in seeking to carry out our duties as a fiduciary and act in the best interest of our clients. We are not unduly influenced by the identity of any particular source, but use all the information to form our opinion as to the best outcome for our clients.

 

Through our membership in the Council of Institutional Investors as well as our contact with corporate pension plans, public funds, and unions, we are also able to communicate extensively with other shareholders regarding events and issues relevant to individual corporations, general industry, and current shareholder concerns.

 

In addition, FM monitors “target” lists of underperforming companies prepared by various shareholder groups, including: California Public Employee Retirement System, The City of New York—Office of the Comptroller, International Brotherhood of Teamsters, and Council of Institutional Investors. Companies, so identified, receive an individual, systematic review by the FM Manager of Corporate Governance and the Proxy Review Committee, as necessary.

 

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As an active shareholder, FM’s role is to support corporate policies that serve the best interests of our clients. Though we do not seek involvement in the day-to-day operations of an organization, we recognize the need for conscientious oversight of and input into management decisions that may affect a company’s value. To that end, our monitoring of corporate management and industry events is substantially more detailed than that of the typical shareholder. We have demonstrated our willingness to vote against management-sponsored initiatives and to support shareholder proposals when appropriate. To date we have not filed proposals or initiated letter-writing or other campaigns, but have used our active participation in the corporate governance process—especially the proxy voting process—as the most effective means by which to communicate our and our clients’ legitimate shareholder concerns. Should an issue arise in conjunction with a specific corporation that cannot be satisfactorily resolved through these means, we shall consider other approaches.

 

Potential Conflicts

 

As discussed above under Process, from time to time, FM will review a proxy which may present a potential conflict of interest. As a fiduciary to its clients, FM takes these potential conflicts very seriously While FM’s only goal in addressing any such potential conflict is to ensure that proxy votes are cast in the clients’ best interests and are not affected by FM’s potential conflict, there are a number of courses FM may take. Although various relationships could be deemed to give rise to a conflict of interest, we have determined that two categories of relationships present a sufficiently serious concern to warrant an alternative process: customers of FM or its affiliates which are among the top 100 clients of FM and its affiliates based upon revenue; and the 10 largest broker-dealers used by SSgA, based upon revenue (a “Material Relationship”).

 

When the matter falls clearly within the polices set forth above or the guidance previously provided by FM to RMG and the proxy is to be voted in accordance with that guidance, we do not believe that such decision represents a conflict of interest and no special procedures are warranted.

 

In circumstances where either (i) the matter does not fall clearly within the policies set forth above or the guidance previously provided to RMG, or (ii) FM determines that voting in accordance with such policies or guidance is not in the best interests of its clients, the Manager of Corporate Governance will compare the name of the issuer against a list of the top 100 revenue generating clients of State Street Corporation and its affiliates and a list of the top 10 broker-dealer relationships to determine if a Material Relationship exists. (These lists are updated quarterly.) If the issuer’s name appears on either list and the pre-determined policy is not being followed, FM will employ the services of a third party, wholly independent of FM, its affiliates and those parties involved in the proxy issue, to determine the appropriate vote. However, in certain circumstances the Proxy Review Committee may determine that the use of a third party fiduciary is not necessary or appropriate, either because the matter involved does not involve a material issue or because the issue in question affects the underlying value of the portfolio position and it is appropriate for FM, notwithstanding the potential conflict of interest, to vote the security in a manner that it determines will maximize the value to its client. In such situations, the Proxy Committee, or if a broader discussion is warranted, the SSgA Investment Committee, shall make a decision as to the voting of the proxy. The basis for the voting decision, including the basis for the determination that the decision is in the best interests of FM’s clients, shall be formalized in writing as a part of the minutes to the Investment Committee.

 

Recordkeeping

 

In accordance with applicable law, FM shall retain the following documents for not less than five years from the end of the year in which the proxies were voted, the first two years in FM’s office:

 

  1) FM’s Proxy Voting Policy and any additional procedures created pursuant to such Policy;

 

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  2) a copy of each proxy statement FM receives regarding securities held by its clients (note: this requirement may be satisfied by a third party who has agreed in writing to do so or by obtaining a copy of the proxy statement from the EDGAR database);

 

  3) a record of each vote cast by FM (note: this requirement may be satisfied by a third party who has agreed in writing to do so);

 

  4) a copy of any document created by FM that was material in making its voting decision or that memorializes the basis for such decision; and

 

  5) a copy of each written request from a client, and response to the client, for information on how FM voted the client’s proxies.

 

Disclosure of Client Voting Information

 

Any client who wishes to receive information on how its proxies were voted should contact its FM client service officer.

 

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T. ROWE PRICE ASSOCIATES, INC

T. ROWE PRICE INTERNATIONAL, INC

T. ROWE PRICE GLOBAL INVESTMENT SERVICES, LTD

T. ROWE PRICE GLOBAL ASSET MANAGEMENT, LTD

 

PROXY VOTING POLICIES AND PROCEDURES

 

RESPONSIBILITY TO VOTE PROXIES

 

T. Rowe Price Associates, Inc., T. Rowe Price International, Inc., T. Rowe Price Global Investment Services Limited, and T. Rowe Price Global Asset Management Limited ( “T. Rowe Price” ) recognize and adhere to the principle that one of the privileges of owning stock in a company is the right to vote in the election of the company’s directors and on matters affecting certain important aspects of the company’s structure and operations that are submitted to shareholder vote. As an investment adviser with a fiduciary responsibility to its clients, T. Rowe Price analyzes the proxy statements of issuers whose stock is owned by the U.S.-registered investment companies which it sponsors and serves as investment adviser ( T. Rowe Price Funds ) and by institutional and private counsel clients who have requested that T. Rowe Price be involved in the proxy process. T. Rowe Price has assumed the responsibility for voting proxies on behalf of the T. Rowe Price Funds and certain counsel clients who have delegated such responsibility to T. Rowe Price. In addition, T. Rowe Price makes recommendations regarding proxy voting to counsel clients who have not delegated the voting responsibility but who have requested voting advice.

 

T. Rowe Price has adopted these Proxy Voting Policies and Procedures ( Policies and Procedures” ) for the purpose of establishing formal policies and procedures for performing and documenting its fiduciary duty with regard to the voting of client proxies.

 

Fiduciary Considerations.     It is the policy of T. Rowe Price that decisions with respect to proxy issues will be made in light of the anticipated impact of the issue on the desirability of investing in the portfolio company from the viewpoint of the particular client or Price Fund. Proxies are voted solely in the interests of the client, Price Fund shareholders or, where employee benefit plan assets are involved, in the interests of plan participants and beneficiaries. Our intent has always been to vote proxies, where possible to do so, in a manner consistent with our fiduciary obligations and responsibilities. Practicalities and costs involved with international investing may make it impossible at times, and at other times disadvantageous, to vote proxies in every instance.

 

Consideration Given Management Recommendations.     One of the primary factors T. Rowe Price considers when determining the desirability of investing in a particular company is the quality and depth of its management. The Policies and Procedures were developed with the recognition that a company’s management is entrusted with the day-to-day operations of the company, as well as its long-term direction and strategic planning, subject to the oversight of the company’s board of directors. Accordingly, T. Rowe Price believes that the recommendation of management on most issues should be given weight in determining how proxy issues should be voted. However, the position of the company’s management will not be supported in any situation where it is found to be not in the best interests of the client, and the portfolio manager may always elect to vote contrary to management when he or she believes a particular proxy proposal may adversely affect the investment merits of owning stock in a portfolio company.

 

ADMINISTRATION OF POLICIES AND PROCEDURES

 

Proxy Committee.     T. Rowe Price’s Proxy Committee ( Proxy Committee” ) is responsible for establishing positions with respect to corporate governance and other proxy issues, including those involving social responsibility issues. The Proxy Committee also reviews questions and responds to inquiries from clients and mutual fund shareholders pertaining to proxy issues. While the Proxy Committee

 

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sets voting guidelines and serves as a resource for T. Rowe Price portfolio management, it does not have proxy voting authority for any Price Fund or counsel client. Rather, this responsibility is held by the Chairperson of the Fund’s Investment Advisory Committee or counsel client’s portfolio manager.

 

Investment Services Group.     The Investment Services Group is responsible for administering the proxy voting process as set forth in the Policies and Procedures.

 

Proxy Administrator.     The Investment Services Group will assign a Proxy Administrator who will be responsible for ensuring that all meeting notices are reviewed and important proxy matters are communicated to the portfolio managers for consideration.

 

HOW PROXIES ARE REVIEWED, PROCESSED AND VOTED

 

In order to facilitate the proxy voting process, T. Rowe Price has retained RiskMetrics Group (“RMG”), formerly known as Institutional Shareholder Services (“ ISS ”), as an expert in the proxy voting and corporate governance area. RMG specializes in providing a variety of fiduciary-level proxy advisory and voting services. These services include in-depth research, analysis, and voting recommendations as well as vote execution, reporting, auditing and consulting assistance for the handling of proxy voting responsibility and corporate governance-related efforts. While the Proxy Committee relies upon RMG research in establishing T. Rowe Price’s proxy voting guidelines, and many of our guidelines are consistent with RMG positions, T. Rowe Price deviates from RMG recommendations on general policy issues and a number of specific proxy proposals.

 

Meeting Notification

 

T. Rowe Price utilizes RMG’ voting agent services to notify us of upcoming shareholder meetings for portfolio companies held in client accounts and to transmit votes to the various custodian banks of our clients. RMG tracks and reconciles T. Rowe Price holdings against incoming proxy ballots. If ballots do not arrive on time, RMG procures them from the appropriate custodian or proxy distribution agent. Meeting and record date information is updated daily, and transmitted to T. Rowe Price through Governance Analytics, RMG’s web-based application. RMG is also responsible for maintaining copies of all proxy statements received by issuers and to promptly provide such materials to T. Rowe Price upon request.

 

Vote Determination

 

RMG provides comprehensive summaries of proxy proposals, publications discussing key proxy voting issues, and specific vote recommendations regarding portfolio company proxies to assist in the proxy research process. The final authority and responsibility for proxy voting decisions remains with T. Rowe Price. Decisions with respect to proxy matters are made primarily in light of the anticipated impact of the issue on the desirability of investing in the company from the viewpoint of our clients.

 

Portfolio managers may decide to vote their proxies consistent with T. Rowe Price’s policies as set by the Proxy Committee and instruct our Proxy Administrator to vote all proxies accordingly. Alternatively, portfolio managers may request to review the vote recommendations and sign-off on all the proxies before the votes are cast, or may choose only to sign-off on those votes cast against management. The portfolio managers are also given the option of reviewing and determining the votes on all proxies without utilizing the vote guidelines of the Proxy Committee. In all cases, the portfolio managers may elect to receive current reports summarizing all proxy votes in his or her client accounts. Portfolio managers who vote their proxies inconsistent with T. Rowe Price guidelines are required to document the rationale for their votes. The Proxy Administrator is responsible for maintaining this documentation and assuring that it adequately reflects the basis for any vote which is cast in opposition to T. Rowe Price policy.

 

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T. Rowe Price Voting Policies

 

Specific voting guidelines have been adopted by the Proxy Committee for routine anti-takeover, executive compensation and corporate governance proposals, as well as other common shareholder proposals, and are available to clients upon request. The following is a summary of the significant T. Rowe Price policies:

 

Election of Directors  — T. Rowe Price generally supports slates with a majority of independent directors. T. Rowe Price withholds votes for outside directors that do not meet certain criteria relating to their independence and who serve on key board committees. We withhold votes from directors who are unable to dedicate sufficient time to their board duties due to their commitments to other boards. We also withhold votes for inside directors serving on key board committees and for directors who miss more than one-fourth of the scheduled board meetings. We may also withhold votes from inside directors for failing to establish a formal nominating committee. We support efforts to elect all board members annually because boards with staggered terms act as deterrents to takeover proposals. T. Rowe Price supports shareholder proposals calling for a majority vote threshold for the election of directors.

 

 

Anti-takeover, Capital Structure and Corporate Governance Issues —  T. Rowe Price generally opposes anti-takeover measures since they adversely impact shareholder rights and limit the ability of shareholders to act on possible transactions. Such anti-takeover mechanisms include classified boards, supermajority voting requirements, dual share classes, and poison pills. We also oppose proposals that give management a “blank check” to create new classes of stock with disparate rights and privileges. When voting on capital structure proposals, T. Rowe Price will consider the dilutive impact to shareholders and the effect of shareholder rights. We generally support shareholder proposals that call for the separation of the Chairman and CEO positions unless there are sufficient governance safeguards already in place. With respect to proposals for the approval of a company’s auditor, we typically oppose auditors who have a significant non-audit relationship with the company.

 

 

Executive Compensation Issues —  T. Rowe Price’s goal is to assure that a company’s equity-based compensation plan is aligned with shareholders’ long-term interests. While we evaluate plans on a case-by-case basis, T. Rowe Price generally opposes compensation packages that provide what we view as excessive awards to a few senior executives or that contain excessively dilutive stock option grants based on a number of criteria such as the costs associated with the plan, plan features, burn rates which are excessive in relation to the company’s peers, dilution to shareholders and comparability to plans in the company’s peer group. We generally oppose efforts to reprice options in the event of a decline in value of the underlying stock. For companies with particularly egregious pay practices such as excessive severance packages, perks and bonuses (despite under performance), or moving performance targets (to avoid poor payouts), we may withhold votes from compensation committee members.

 

 

Mergers and Acquisitions —  T. Rowe Price considers takeover offers, mergers, and other extraordinary corporate transactions on a case-by-case basis to determine if they are beneficial to shareholders’ current and future earnings stream and to ensure that our Price Funds and clients are receiving fair compensation in exchange for their investment.

 

 

Social and Corporate Responsibility Issues  — Vote recommendations for corporate responsibility issues are generated by the Global Corporate Governance Analyst using RMG’s proxy research. T. Rowe Price generally votes with a company’s management on social, environmental and corporate responsibility issues unless the issue has substantial economic implications for the company’s business or operations which have not been adequately addressed by management.

 

T. Rowe Price may support well-targeted shareholder proposals that call for enhanced disclosure by companies on environmental are other public policy issues that are particularly relevant to their business.

 

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Global Portfolio Companies  — RMG applies a two-tier approach to determining and applying global proxy voting policies. The first tier establishes baseline policy guidelines for the most fundamental issues, which span the corporate governance spectrum without regard to a company’s domicile. The second tier takes into account various idiosyncrasies of different countries, making allowances for standard market practices, as long as they do not violate the fundamental goals of good corporate governance. The goal is to enhance shareholder value through effective use of shareholder franchise, recognizing that application of policies developed for U.S. corporate governance issues are not necessarily appropriate for foreign markets. The Proxy Committee has reviewed RMG’ general global policies and has developed international proxy voting guidelines which in most instances are consistent with RMG recommendations.

 

Votes Against Company Management  — Where RMG recommends a vote against management on any particular proxy issue, the Proxy Administrator ensures that the portfolio manager reviews such recommendations before a vote is cast. Consequently, if a portfolio manager believes that management’s view on a particular proxy proposal may adversely affect the investment merits of owning stock in a particular company, he/she may elect to vote contrary to management. Also, our research analysts are asked to present their voting recommendations in such situations to our portfolio managers.

 

Index and Passively Managed Accounts  — Proxy voting for index and other passively-managed portfolios is administered by the Investment Services Group using T. Rowe Price’s policies as set by the Proxy Committee. If a portfolio company is held in both an actively managed account and an index account, the index account will default to the vote as determined by the actively managed proxy voting process.

 

Divided Votes  — In the unusual situation where a decision is made which is contrary to the policies established by the Proxy Committee, or differs from the vote for any other client or T. Rowe Price Fund, the Investment Services Group advises the portfolio managers involved of the divided vote. The persons representing opposing views may wish to confer to discuss their positions. In such instances, it is the normal practice for the portfolio manager to document the reasons for the vote if it is against T. Rowe Price policy. The Proxy Administrator is responsible for assuring that adequate documentation is maintained to reflect the basis for any vote which is cast in opposition to T. Rowe Price policy.

 

Shareblocking  — Shareblocking is the practice in certain foreign countries of “freezing” shares for trading purposes in order to vote proxies relating to those shares. In markets where shareblocking applies, the custodian or sub-custodian automatically freezes shares prior to a shareholder meeting once a proxy has been voted. Shareblocking typically takes place between one and fifteen (15) days before the shareholder meeting, depending on the market. In markets where shareblocking applies, there is a potential for a pending trade to fail if trade settlement takes place during the blocking period. T. Rowe Price’s policy is generally to abstain from voting shares in shareblocking countries unless the matter has compelling economic consequences that out weigh the loss of liquidity in the blocked shares.

 

Securities on Loan  — The T. Rowe Price Funds and our institutional clients may participate in securities lending programs to generate income. Generally, the voting rights pass with the securities on loan; however, lending agreements give the lender the right to terminate the loan and pull back the loaned shares provided sufficient notice is given to the custodian bank in advance of the voting deadline. T. Rowe Price’s policy is generally not to vote securities on loan unless the portfolio manager has knowledge of a material voting event that could affect the value of the loaned securities. In this event, the portfolio manager has the discretion to instruct the Proxy Administrator to pull back the loaned securities in order to cast a vote at an upcoming shareholder meeting.

 

Vote Execution and Monitoring of Voting Process

 

Once the vote has been determined, the Proxy Administrator enters votes electronically into RMG’s Governance Analytics system. RMG then transmits the votes to the proxy agents or custodian banks and sends electronic confirmation to T. Rowe Price indicating that the votes were successfully transmitted.

 

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On a daily basis, the Proxy Administrator queries the Governance Analytics system to determine newly announced meetings and meetings not yet voted. When the date of the stockholders’ meeting is approaching, the Proxy Administrator contacts the applicable portfolio manager if the vote for a particular client or Price Fund has not yet been recorded in the computer system.

 

Should a portfolio manager wish to change a vote already submitted, the portfolio manager may do so up until the deadline for vote submission, which varies depending on the company’s domicile.

 

Monitoring and Resolving Conflicts of Interest

 

The Proxy Committee is also responsible for monitoring and resolving possible material conflicts between the interests of T. Rowe Price and those of its clients with respect to proxy voting. We have adopted safeguards to ensure that our proxy voting is not influenced by interests other than those of our fund shareholders. While membership on the Proxy Committee is diverse, it does not include individuals whose primary duties relate to client relationship management, marketing, or sales. Since T. Rowe Price’s voting guidelines are pre-determined by the Proxy Committee using recommendations from RMG, an independent third party, application of the T. Rowe Price guidelines by fund portfolio managers to vote fund proxies should in most instances adequately address any possible conflicts of interest. However, the Proxy Committee reviews all proxy votes that are inconsistent with T. Rowe Price guidelines to determine whether the portfolio manager’s voting rationale appears reasonable. The Proxy Committee also assesses whether any business or other relationships between T. Rowe Price and a portfolio company could have influenced an inconsistent vote on that company’s proxy. Issues raising possible conflicts of interest are referred to designated members of the Proxy Committee for immediate resolution prior to the time T. Rowe Price casts its vote. With respect to personal conflicts of interest, T. Rowe Price’s Code of Ethics and Conduct requires all employees to avoid placing themselves in a “compromising position” in which their interests may conflict with those of our clients and restricts their ability to engage in certain outside business activities. Portfolio managers or Proxy Committee members with a personal conflict of interest regarding a particular proxy vote must recuse themselves and not participate in the voting decisions with respect to that proxy.

 

Specific Conflict of Interest Situations  — Voting of T. Rowe Price Group, Inc. common stock (sym: TROW) by certain T. Rowe Price Index Funds will be done in all instances in accordance with T. Rowe Price policy and votes inconsistent with policy will not be permitted. In addition, T. Rowe Price has voting authority for proxies of the holdings of certain T. Rowe Price funds that invest in other T. Rowe Price funds. In cases where the underlying fund of a T. Rowe Price fund-of -funds holds a proxy vote, T. Rowe Price will mirror vote the fund shares held by the fund-of-funds in the same proportion as the votes cast by the shareholders of the underlying funds.

 

REPORTING AND RECORD RETENTION

 

Vote Summary Reports will be generated for each client that requests T. Rowe Price to furnish proxy voting records. The report specifies the portfolio companies, meeting dates, proxy proposals, and votes which have been cast for the client during the period and the position taken with respect to each issue. Reports normally cover quarterly or annual periods. All client requests for proxy information will be recorded and fulfilled by the Proxy Administrator.

 

T. Rowe Price retains proxy solicitation materials, memoranda regarding votes cast in opposition to the position of a company’s management, and documentation on shares voted differently. In addition, any document which is material to a proxy voting decision such as the T. Rowe Price voting guidelines, Proxy Committee meeting materials, and other internal research relating to voting decisions will be kept. Proxy statements received from issuers (other than those which are available on the SEC’s EDGAR database) are kept by RMG in its capacity as voting agent and are available upon request. All proxy voting materials and supporting documentation are retained for six years.

 

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TEMPLETON GLOBAL ADVISORS LIMITED

 

PROXY VOTING POLICIES & PROCEDURES

 

RESPONSIBILITY OF INVESTMENT MANAGER TO VOTE PROXIES

 

Templeton Global Advisors Limited (hereinafter “Investment Manager”) has delegated its administrative duties with respect to voting proxies to the Proxy Group within Franklin Templeton Companies, LLC (the “Proxy Group”), a wholly-owned subsidiary of Franklin Resources, Inc. Franklin Templeton Companies, LLC provides a variety of general corporate services to its affiliates, including but not limited to legal and compliance activities. Proxy duties consist of analyzing proxy statements of issuers whose stock is owned by any client (including both investment companies and any separate accounts managed by Investment Manager) that has either delegated proxy voting administrative responsibility to Investment Manager or has asked for information and/or recommendations on the issues to be voted. The Proxy Group will process proxy votes on behalf of, and Investment Manager votes proxies solely in the interests of, separate account clients, Investment Manager-managed mutual fund shareholders, or, where employee benefit plan assets are involved, in the interests of the plan participants and beneficiaries (collectively, “Advisory Clients”) that have properly delegated such responsibility or will inform Advisory Clients that have not delegated the voting responsibility but that have requested voting advice about Investment Manager’s views on such proxy votes. The Proxy Group also provides these services to other advisory affiliates of Investment Manager.

 

HOW INVESTMENT MANAGER VOTES PROXIES

 

Fiduciary Considerations

 

All proxies received by the Proxy Group will be voted based upon Investment Manager’s instructions and/or policies. To assist it in analyzing proxies, Investment Manager subscribes to RiskMetrics Group (“RiskMetrics”), an unaffiliated third party corporate governance research service that provides in-depth analyses of shareholder meeting agendas, vote recommendations, record keeping and vote disclosure services. In addition, Investment Manager subscribes to Glass Lewis & Co., LLC (“Glass Lewis”), an unaffiliated third party analytical research firm, to receive analyses and vote recommendations on the shareholder meetings of publicly held U.S. companies. Although RiskMetrics’ and/or Glass Lewis’s analyses are thoroughly reviewed and considered in making a final voting decision, Investment Manager does not consider recommendations from RiskMetrics, Glass Lewis, or any other third party to be determinative of Investment Manager’s ultimate decision. As a matter of policy, the officers, directors and employees of Investment Manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of Advisory Clients.

 

Conflicts of Interest

 

All conflicts of interest will be resolved in the interests of the Advisory Clients. Investment Manager is an affiliate of a large, diverse financial services firm with many affiliates and makes its best efforts to avoid conflicts of interest. However, conflicts of interest can arise in situations where:

 

 

1.

The issuer is a client 1 of Investment Manager or its affiliates;

 

  2. The issuer is a vendor whose products or services are material or significant to the business of Investment Manager or its affiliates;

 

 

1

For purposes of this section, a “client” does not include underlying investors in a commingled trust, Canadian pooled fund, or other pooled investment vehicle managed by the Investment Manager or its affiliates. Sponsors of funds sub-advised by Investment Manager or its affiliates will be considered a “client.”

 

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3.

The issuer is an entity participating to a material extent in the distribution of investment products advised, administered or sponsored by Investment Manager or its affiliates (e.g., a broker, dealer or bank); 2

 

 

4.

The issuer is a significant executing broker dealer; 3

 

 

5.

An Access Person 4 of Investment Manager or its affiliates also serves as a director or officer of the issuer;

 

 

6.

A director or trustee of Franklin Resources, Inc. or any of its subsidiaries or of a Franklin Templeton investment product, or an immediate family member 5 of such director or trustee, also serves as an officer or director of the issuer; or

 

  7. The issuer is Franklin Resources, Inc. or any of its proprietary investment products.

 

Nonetheless, even though a potential conflict of interest exists, the Investment Manager may vote in opposition to the recommendations of an issuer’s management.

 

Material conflicts of interest are identified by the Proxy Group based upon analyses of client, distributor, broker dealer and vendor lists, information periodically gathered from directors and officers, and information derived from other sources, including public filings. The Proxy Group gathers and analyzes this information on a best efforts basis, as much of this information is provided directly by individuals and groups other than the Proxy Group, and the Proxy Group relies on the accuracy of the information it receives from such parties.

 

In situations where a material conflict of interest is identified between the Investment Manager or one of its affiliates and an issuer, the Proxy Group may defer to the voting recommendation of RiskMetrics, Glass Lewis, or those of another independent third party provider of proxy services or send the proxy directly to the relevant Advisory Clients with the Investment Manager’s recommendation regarding the vote for approval. If the conflict is not resolved by the Advisory Client, the Proxy Group may refer the matter, along with the recommended course of action by the Investment Manager, if any, to a Proxy Review Committee comprised of representatives from the Portfolio Management (which may include portfolio managers and/or research analysts employed by Investment Manager), Fund Administration, Legal and Compliance Departments within Franklin Templeton for evaluation and voting instructions. The Proxy Review Committee may defer to the voting recommendation of RiskMetrics, Glass Lewis, or those of another independent third party provider of proxy services or send the proxy directly to the relevant Advisory Clients.

 

Where the Proxy Group or the Proxy Review Committee refer a matter to an Advisory Client, it may rely upon the instructions of a representative of the Advisory Client, such as the board of directors or trustees, a committee of the board, or an appointed delegate in the case of a U.S. registered mutual fund, the conducting officer in the case of an open-ended collective investment scheme formed as a Société d’investissement à capital variable (SICAV), the Independent Review Committee for Canadian investment funds, or a plan administrator in the case of an employee benefit plan. The Proxy Group or the Proxy Review Committee may determine to vote all shares held by Advisory Clients in accordance with the instructions of one or more of the Advisory Clients.

 

 

2

The top 40 distributors (based on aggregate 12b-1 distribution fees) will be considered to present a potential conflict of interest. In addition, any insurance company that has entered into a participation agreement with a Franklin Templeton entity to distribute the Franklin Templeton Variable Insurance Products Trust or other variable products will be considered to present a potential conflict of interest.

3

The top 40 executing broker-dealers (based on gross brokerage commissions and client commissions).

4

“Access Person” shall have the meaning provided under the current Code of Ethics of Franklin Resources, Inc.

5

The term “immediate family member” means a person’s spouse; child residing in the person’s household (including step and adoptive children); and any dependent of the person, as defined in Section 152 of the Internal Revenue Code (26 U.S.C. 152).

 

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The Proxy Review Committee may independently review proxies that are identified as presenting material conflicts of interest; determine the appropriate action to be taken in such situations (including whether to defer to an independent third party or refer a matter to an Advisory Client); report the results of such votes to Investment Manager’s clients as may be requested; and recommend changes to the Proxy Voting Policies and Procedures as appropriate.

 

The Proxy Review Committee will also decide whether to vote proxies for securities deemed to present conflicts of interest that are sold following a record date, but before a shareholder meeting date. The Proxy Review Committee may consider various factors in deciding whether to vote such proxies, including Investment Manager’s long-term view of the issuer’s securities for investment, or it may defer the decision to vote to the applicable Advisory Client.

 

Where a material conflict of interest has been identified, but the items on which the Investment Manager’s vote recommendations differ from Glass Lewis, RiskMetrics, or another independent third party provider of proxy services relate specifically to (1) shareholder proposals regarding social or environmental issues or political contributions, (2) “Other Business” without describing the matters that might be considered, or (3) items the Investment Manager wishes to vote in opposition to the recommendations of an issuer’s management, the Proxy Group may defer to the vote recommendations of the Investment Manager rather than sending the proxy directly to the relevant Advisory Clients for approval.

 

To avoid certain potential conflicts of interest, the Investment Manager will employ echo voting, if possible, in the following instances: (1) when a Franklin Templeton investment company invests in an underlying fund in reliance on any one of Sections 12(d)(1)(E), (F), or (G) of the Investment Company Act of 1940, as amended, or pursuant to an SEC exemptive order; (2) when a Franklin Templeton investment company invests uninvested cash in affiliated money market funds pursuant to an SEC exemptive order (“cash sweep arrangement”); or (3) when required pursuant to an account’s governing documents or applicable law. Echo voting means that the Investment Manager will vote the shares in the same proportion as the vote of all of the other holders of the fund’s shares.

 

Weight Given Management Recommendations

 

One of the primary factors Investment Manager considers when determining the desirability of investing in a particular company is the quality and depth of that company’s management. Accordingly, the recommendation of management on any issue is a factor that Investment Manager considers in determining how proxies should be voted. However, Investment Manager does not consider recommendations from management to be determinative of Investment Manager’s ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the company’s management. Each issue, however, is considered on its own merits, and Investment Manager will not support the position of a company’s management in any situation where it determines that the ratification of management’s position would adversely affect the investment merits of owning that company’s shares.

 

THE PROXY GROUP

 

The Proxy Group is part of the Franklin Templeton Companies, LLC Legal Department and is overseen by legal counsel. Full-time staff members are devoted to proxy voting administration and providing support and assistance where needed. On a daily basis, the Proxy Group will review each proxy upon receipt as well as any agendas, materials and recommendations that they receive from RiskMetrics, Glass Lewis, or other sources. The Proxy Group maintains a log of all shareholder meetings that are scheduled for companies whose securities are held by Investment Manager’s managed funds and accounts. For each shareholder meeting, a member of the Proxy Group will consult with the research analyst that follows the security and provide the analyst with the meeting notice, agenda, RiskMetrics and/or Glass Lewis analyses, recommendations and any other available information. Except in situations identified as presenting

 

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material conflicts of interest, Investment Manager’s research analyst and relevant portfolio manager(s) are responsible for making the final voting decision based on their review of the agenda, RiskMetrics and/or Glass Lewis analyses, their knowledge of the company and any other information readily available. In situations where the Investment Manager has not responded with vote recommendations to the Proxy Group by the deadline date, the Proxy Group may defer to the vote recommendations of an independent third party provider of proxy services. Except in cases where the Proxy Group is deferring to the voting recommendation of an independent third party service provider, the Proxy Group must obtain voting instructions from Investment Manager’s research analyst, relevant portfolio manager(s), legal counsel and/or the Advisory Client or Proxy Review Committee prior to submitting the vote. In the event that an account holds a security that the Investment Manager did not purchase on its behalf, and the Investment Manager does not normally consider the security as a potential investment for other accounts, the Proxy Group may defer to the voting recommendations of an independent third party service provider.

 

GENERAL PROXY VOTING GUIDELINES

 

Investment Manager has adopted general guidelines for voting proxies as summarized below. In keeping with its fiduciary obligations to its Advisory Clients, Investment Manager reviews all proposals, even those that may be considered to be routine matters. Although these guidelines are to be followed as a general policy, in all cases each proxy and proposal will be considered based on the relevant facts and circumstances. Investment Manager may deviate from the general policies and procedures when it determines that the particular facts and circumstances warrant such deviation to protect the interests of the Advisory Clients. These guidelines cannot provide an exhaustive list of all the issues that may arise nor can Investment Manager anticipate all future situations. Corporate governance issues are diverse and continually evolving and Investment Manager devotes significant time and resources to monitor these changes.

 

INVESTMENT MANAGER’S PROXY VOTING POLICIES AND PRINCIPLES

 

Investment Manager’s proxy voting positions have been developed based on years of experience with proxy voting and corporate governance issues. These principles have been reviewed by various members of Investment Manager’s organization, including portfolio management, legal counsel, and Investment Manager’s officers. The Board of Directors of Franklin Templeton’s U.S.-registered mutual funds will approve the proxy voting policies and procedures annually.

 

The following guidelines reflect what Investment Manager believes to be good corporate governance and behavior:

 

Board of Directors:     The election of directors and an independent board are key to good corporate governance. Directors are expected to be competent individuals and they should be accountable and

responsive to shareholders. Investment Manager supports an independent board of directors, and prefers that key committees such as audit, nominating, and compensation committees be comprised of independent directors. Investment Manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. Investment Manager will consider withholding votes from directors who have attended less than 75% of meetings without a valid reason. While generally in favor of separating Chairman and CEO positions, Investment Manager will review this issue on a case-by-case basis taking into consideration other factors including the company’s corporate governance guidelines and performance. Investment Manager evaluates proposals to restore or provide for cumulative voting on a case-by-case basis and considers such factors as corporate governance provisions as well as relative performance. The Investment Manager generally will support non-binding shareholder proposals to require a majority vote standard for the election of directors; however, if these proposals are binding, the Investment Manager will give careful review on a case-by-case basis of the potential ramifications of such implementation.

 

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Ratification of Auditors:     Investment Manager will closely scrutinize the role and performance of auditors. On a case-by-case basis, Investment Manager will examine proposals relating to non-audit relationships and non-audit fees. Investment Manager will also consider, on a case-by-case basis, proposals to rotate auditors, and will vote against the ratification of auditors when there is clear and compelling evidence of accounting irregularities or negligence attributable to the auditors.

 

Management & Director Compensation:     A company’s equity-based compensation plan should be in alignment with the shareholders’ long-term interests. Investment Manager believes that executive compensation should be directly linked to the performance of the company. Investment Manager evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable. Investment Manager reviews the RiskMetrics quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plan. Investment Manager will generally oppose plans that have the potential to be excessively dilutive, and will almost always oppose plans that are structured to allow the repricing of underwater options, or plans that have an automatic share replenishment “evergreen” feature. Investment Manager will generally support employee stock option plans in which the purchase price is at least 85% of fair market value, and when potential dilution is 10% or less.

 

Severance compensation arrangements will be reviewed on a case-by-case basis, although Investment Manager will generally oppose “golden parachutes” that are considered excessive. Investment Manager will normally support proposals that require that a percentage of directors’ compensation be in the form of common stock, as it aligns their interests with those of the shareholders.

 

Anti-Takeover Mechanisms and Related Issues:     Investment Manager generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, Investment Manager conducts an independent review of each anti-takeover proposal. On occasion, Investment Manager may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm Advisory Clients’ interests as stockholders. Investment Manager generally supports proposals that require shareholder rights plans (“poison pills”) to be subject to a shareholder vote. Investment Manager will closely evaluate shareholder rights’ plans on a case-by-case basis to determine whether or not they warrant support. Investment Manager will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. In addition, Investment Manager generally opposes any supermajority voting requirements as well as the payment of “greenmail.” Investment Manager usually supports “fair price” provisions and confidential voting.

 

Changes to Capital Structure:     Investment Manager realizes that a company’s financing decisions have a significant impact on its shareholders, particularly when they involve the issuance of additional shares of common or preferred stock or the assumption of additional debt. Investment Manager will carefully review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. Investment Manager will generally not vote in favor of dual-class capital structures to increase the number of authorized shares where that class of stock would have superior voting rights. Investment Manager will generally vote in favor of the issuance of preferred stock in cases where the company specifies the voting, dividend, conversion and other rights of such stock and the terms of the preferred stock issuance are deemed reasonable. Investment Manager will review proposals seeking preemptive rights on a case-by-case basis.

 

Mergers and Corporate Restructuring :    Mergers and acquisitions will be subject to careful review by the research analyst to determine whether they would be beneficial to shareholders. Investment Manager will analyze various economic and strategic factors in making the final decision on a merger or acquisition. Corporate restructuring proposals are also subject to a thorough examination on a case-by-case basis.

 

Social and Corporate Policy Issues :    As a fiduciary, Investment Manager is primarily concerned about the financial interests of its Advisory Clients. Investment Manager will generally give management discretion

 

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with regard to social, environmental and ethical issues although Investment Manager may vote in favor of those issues that are believed to have significant economic benefits or implications.

 

Global Corporate Governance:     Investment Manager manages investments in countries worldwide. Many of the tenets discussed above are applied to Investment Manager’s proxy voting decisions for international investments. However, Investment Manager must be flexible in these worldwide markets and must be mindful of the varied market practices of each region. As experienced money managers, Investment Manager’s analysts are skilled in understanding the complexities of the regions in which they specialize and are trained to analyze proxy issues germane to their regions.

 

PROXY PROCEDURES

 

The Proxy Group is fully cognizant of its responsibility to process proxies and maintain proxy records pursuant to SEC rules and regulations. In addition, Investment Manager understands its fiduciary duty to vote proxies and that proxy voting decisions may affect the value of shareholdings. Therefore, Investment Manager will generally attempt to process every proxy it receives for all domestic and foreign securities. However, there may be situations in which Investment Manager may be unable to vote a proxy, or may chose not to vote a proxy, such as where: (i) a meeting notice was received too late; (ii) there are fees imposed upon the exercise of a vote and it is determined that such fees outweigh the benefit of voting; (iii) there are legal encumbrances to voting, including blocking restrictions in certain markets that preclude the ability to dispose of a security if Investment Manager votes a proxy or where Investment Manager is prohibited from voting by applicable law or other regulatory or market requirements, including but not limited to, effective Powers of Attorney; (iv) the Investment Manager held shares on the record date but has sold them prior to the meeting date; (v) proxy voting service is not offered by the custodian in the market; (vi) the Investment Manager believes it is not in the best interest of the Advisory Client to vote the proxy for any other reason not enumerated herein; or (vii) a security is subject to a securities lending or similar program that has transferred legal title to the security to another person. Investment Manager or its affiliates may, on behalf of one or more of the registered investment companies advised by Investment Manager or its affiliates, determine to use its best efforts to recall any security on loan where Investment Manager or its affiliates (a) learn of a vote on a material event that may affect a security on loan and (b) determine that it is in the best interests of such registered investment companies to recall the security for voting purposes. Investment Managers will not generally make such efforts on behalf of other Advisory Clients, or notify such Advisory Clients or their custodians that Investment Manager or its affiliates has learned of such a vote.

 

Investment Manager may vote against an agenda item where no further information is provided, particularly in non-U.S. markets. For example, if “Other Business” is listed on the agenda with no further information included in the proxy materials, Investment Manager may vote against the item to send a message to the company that if it had provided additional information, Investment Manager may have voted in favor of that item. Investment Manager may also enter a “withhold” vote on the election of certain directors from time to time based on individual situations, particularly where Investment Manager is not in favor of electing a director and there is no provision for voting against such director.

 

The following describes the standard procedures that are to be followed with respect to carrying out Investment Manager’s proxy policy:

 

  1. The Proxy Group will identify all Advisory Clients, maintain a list of those clients, and indicate those Advisory Clients who have delegated proxy voting authority to the Investment Manager. The Proxy Group will periodically review and update this list.

 

  2. All relevant information in the proxy materials received (e.g., the record date of the meeting) will be recorded immediately by the Proxy Group in a database to maintain control over such materials.

 

 

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  3. The Proxy Group will review and compile information on each proxy upon receipt of any agendas, materials, reports, recommendations from RiskMetrics and/or Glass Lewis, or other information. The Proxy Group will then forward this information to the appropriate research analyst and/or legal counsel for review and voting instructions.

 

  4. In determining how to vote, Investment Manager’s analysts and relevant portfolio manager(s) will consider the General Proxy Voting Guidelines set forth above, their in-depth knowledge of the company, any readily available information and research about the company and its agenda items, and the recommendations put forth by RiskMetrics, Glass Lewis, or other independent third party providers of proxy services.

 

  5. The Proxy Group is responsible for maintaining the documentation that supports Investment Manager’s voting position. Such documentation may include, but is not limited to, any information provided by RiskMetrics, Glass Lewis, or other proxy service providers, and, especially as to non-routine, materially significant or controversial matters, memoranda describing the position it has taken. Additionally, the Proxy Group may include documentation obtained from the research analyst, portfolio manager, legal counsel and/or the Proxy Review Committee.

 

  6. After the proxy is completed but before it is returned to the issuer and/or its agent, the Proxy Group may review those situations including special or unique documentation to determine that the appropriate documentation has been created, including conflict of interest screening.

 

  7. The Proxy Group will attempt to submit Investment Manager’s vote on all proxies to RiskMetrics for processing at least three days prior to the meeting for U.S. securities and 10 days prior to the meeting for foreign securities. However, in certain foreign jurisdictions it may be impossible to return the proxy 10 days in advance of the meeting. In these situations, the Proxy Group will use its best efforts to send the proxy vote to RiskMetrics in sufficient time for the vote to be processed.

 

  8. The Proxy Group will file Powers of Attorney in all jurisdictions that require such documentation on a best efforts basis.

 

  9. The Proxy Group prepares reports for each Advisory Client that has requested a record of votes cast. The report specifies the proxy issues that have been voted for the Advisory Client during the requested period and the position taken with respect to each issue. The Proxy Group sends one copy to the Advisory Client, retains a copy in the Proxy Group’s files and forwards a copy to either the appropriate portfolio manager or the client service representative. While many Advisory Clients prefer quarterly or annual reports, the Proxy Group will provide reports for any timeframe requested by an Advisory Client.

 

  10. If the Franklin Templeton Services, LLC Fund Treasury Department learns of a vote on a material event that will affect a security on loan from a proprietary registered investment company, the Fund Treasury Department will notify Investment Manager and obtain instructions regarding whether Investment Manager desires the Fund Treasury Department to contact the custodian bank in an effort to retrieve the securities. If so requested by Investment Manager, the Fund Treasury Department shall use its best efforts to recall any security on loan and will use other practicable and legally enforceable means to ensure that Investment Manager is able to fulfill its fiduciary duty to vote proxies for Advisory Clients with respect to such loaned securities. The Fund Treasury Department will advise the Proxy Group of all recalled securities.

 

  11. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, on a timely basis, will file all required Form N-PXs, with respect to proprietary registered investment company clients, disclose that its proxy voting record is available on the web site, and will make available the information disclosed in its Form N-PX as soon as is reasonably practicable after filing Form N-PX with the SEC.

 

  12. The Proxy Group, in conjunction with Legal Staff responsible for coordinating Fund disclosure, will ensure that all required disclosure about proxy voting of the proprietary registered investment company clients is made in such clients’ disclosure documents.

 

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  13. The Proxy Group will review the guidelines of RiskMetrics and Glass Lewis, with special emphasis on the factors they use with respect to proxy voting recommendations.

 

  14. The Proxy Group will familiarize itself with the procedures of RiskMetrics that govern the transmission of proxy voting information from the Proxy Group to RiskMetrics and periodically review how well this process is functioning.

 

  15. The Proxy Group will investigate, or cause others to investigate, any and all instances where these Procedures have been violated or there is evidence that they are not being followed. Based upon the findings of these investigations, the Proxy Group, if practicable, will recommend amendments to these Procedures to minimize the likelihood of the reoccurrence of non-compliance.

 

  16. At least annually, the Proxy Group will verify that:

 

   

Each proxy or a sample of proxies received has been voted in a manner consistent with these Procedures and the Proxy Voting Guidelines;

 

   

Each proxy or sample of proxies received has been voted in accordance with the instructions of the Investment Manager;

 

   

Adequate disclosure has been made to clients and fund shareholders about the procedures and how proxies were voted; and

 

   

Timely filings were made with applicable regulators related to proxy voting.

 

The Proxy Group is responsible for maintaining appropriate proxy voting records. Such records will include, but are not limited to, a copy of all materials returned to the issuer and/or its agent, the documentation described above, listings of proxies voted by issuer and by client, and any other relevant information. The Proxy Group may use an outside service such as RiskMetrics to support this function. All records will be retained for at least five years, the first two of which will be on-site. Advisory Clients may request copies of their proxy voting records by calling the Proxy Group collect at 1-954-527-7678, or by sending a written request to: Franklin Templeton Companies, LLC, 500 East Broward Boulevard, Suite 1500, Fort Lauderdale, FL 33394, Attention: Proxy Group. Advisory Clients may review Investment Manager’s proxy voting policies and procedures on-line at www.franklintempleton.com and may request additional copies by calling the number above. For U.S. proprietary registered investment companies, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.com no later than August 31 of each year. For proprietary Canadian mutual fund products, an annual proxy voting record for the period ending June 30 of each year will be posted to www.franklintempleton.ca no later than August 31 of each year. The Proxy Group will periodically review web site posting and update the posting when necessary. In addition, the Proxy Group is responsible for ensuring that the proxy voting policies, procedures and records of the Investment Manager are available as required by law and is responsible for overseeing the filing of such policies, procedures and mutual fund voting records with the SEC, the CSA and other applicable regulators.

 

As of January 15, 2009

 

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UBS GLOBAL ASSET MANAGEMENT

 

GLOBAL CORPORATE GOVERNANCE PHILOSOPHY

AND PROXY VOTING GUIDELINES AND POLICY

 

Policy Summary

 

Underlying our voting and corporate governance policies we have three fundamental objectives:

 

1. We seek to act in the best financial interests of our clients to protect and enhance the long-term value of their investments.

 

2. In order to do this effectively, we aim to utilize the full weight of our clients’ shareholdings in making our views felt.

 

3. As investors, we have a strong commercial interest in ensuring that the companies in which we invest are successful. We actively pursue this interest by promoting best practice in the boardroom.

 

To achieve these objectives, we have implemented this Policy, which we believe is reasonably designed to guide our exercise of voting rights and the taking of other appropriate actions, within our ability, and to support and encourage sound corporate governance practice. This Policy is being implemented globally to harmonize our philosophies across UBS Global Asset Management offices worldwide and thereby maximize our ability to influence the companies we invest in. However, this Policy is also supplemented by the UBS Global Asset Management Local Proxy and Corporate Governance Guidelines to permit individual regions or countries within UBS Global Asset Management the flexibility to vote or take other actions consistent with their local laws or standards where necessary.

 

This policy helps to maximize the economic value of our clients’ investments by establishing proxy voting standards that conform with UBS Global Asset Management’s philosophy of good corporate governance.

 

Risks Addressed by this Policy

 

The policy is designed to address the following risks:

 

 

Failure to provide required disclosures for investment advisers and registered investment companies

 

 

Failure to vote proxies in best interest of clients and funds

 

 

Failure to identify and address conflicts of interest

 

 

Failure to provide adequate oversight of third party service providers

 

TABLE OF CONTENTS

 

Global Voting and Corporate Governance Policy

 

A.

  

General Corporate Governance Benchmarks

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B.

  

Proxy Voting Guidelines – Macro Rationales

   D-222

C.

  

Proxy Voting Disclosure Guidelines

   D-225

D.

  

Proxy Voting Conflict Guidelines

   D-226

E.

  

Special Disclosure Guidelines for Registered Investment Companies

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F.

  

Documentation

   D-227

G.

  

Compliance Dates

   D-228

H.

  

Other Policies

   D-228

I.

  

Disclosures

   D-228

 

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GLOBAL PROXY VOTING AND CORPORATE GOVERNANCE POLICY

 

Philosophy

 

Our philosophy, guidelines and policy are based on our active investment style and structure whereby we have detailed knowledge of the investments we make on behalf of our clients and therefore are in a position to judge what is in the best interests of our clients as shareholders. We believe voting rights have economic value and must be treated accordingly. Proxy votes that impact the economic value of client investments involve the exercise of fiduciary responsibility. Good corporate governance should, in the long term, lead toward both better corporate performance and improved shareholder value. Thus, we expect board members of companies we have invested in (the “company” or “companies”) to act in the service of the shareholders, view themselves as stewards of the financial assets of the company, exercise good judgment and practice diligent oversight with the management of the company.

 

A. General Corporate Governance Benchmarks UBS Global Asset Management (US) Inc. and UBS Global Asset Management (Americas) Inc. (collectively, “UBS Global AM”) will evaluate issues that may have an impact on the economic value of client investments during the time period it expects to hold the investment. While there is no absolute set of rules that determine appropriate governance under all circumstances and no set of rules will guarantee ethical behavior, there are certain benchmarks, which, if substantial progress is made toward, give evidence of good corporate governance. Therefore, we will generally exercise voting rights on behalf of clients in accordance with this policy.

 

GLOBAL VOTING AND CORPORATE GOVERNANCE POLICY

 

Our philosophy, guidelines and policy are based on our active investment style and structure whereby we have detailed knowledge of the investments we make on behalf of our clients and therefore are in a position to judge what is in the best interests of our clients as shareholders. We believe voting rights have economic value and must be treated accordingly. Proxy votes that impact the economic value of client investments involve the exercise of fiduciary responsibility. Good corporate governance should, in the long term, lead toward both better corporate performance and improved shareholder value. Thus, we expect board members of companies we have invested in (the “company” or “companies”) to act in the service of the shareholders, view themselves as stewards of the financial assets of the company, exercise good judgment and practice diligent oversight with the management of the company. Underlying our voting and corporate governance policies we have three fundamental objectives:

 

  1. We seek to act in the best financial interests of our clients to protect and enhance the long-term value of their investments.

 

  2. In order to do this effectively, we aim to utilize the full weight of our clients’ shareholdings in making our views felt.

 

  3. As investors, we have a strong commercial interest in ensuring that the companies in which we invest are successful. We actively pursue this interest by promoting best practice in the boardroom.

 

To achieve these objectives, we have implemented this Policy, which we believe is reasonably designed to guide our exercise of voting rights and the taking of other appropriate actions, within our ability, and to support and encourage sound corporate governance practice. This Policy is being implemented globally to harmonize our philosophies across UBS Global Asset Management offices worldwide and thereby maximize our ability to influence the companies we invest in. However, this Policy is also supplemented by the UBS Global Asset Management Local Proxy and Corporate Governance Guidelines to permit individual regions or countries within UBS Global Asset Management the flexibility to vote or take other actions consistent with their local laws or standards where necessary.

 

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A. GENERAL CORPORATE GOVERNANCE BENCHMARKS

 

UBS Global Asset Management will evaluate issues that may have an impact on the economic value of client investments during the time period it expects to hold the investment. While there is no absolute set of rules that determine appropriate governance under all circumstances and no set of rules will guarantee ethical behavior, there are certain benchmarks, which, if substantial progress is made toward, give evidence of good corporate governance. Therefore, we will generally exercise voting rights on behalf of clients in accordance with this policy.

 

Principle 1:    Independence of Board from Company Management

 

Guidelines:

 

   

Board exercises judgment independently of management.

 

   

Separate Chairman and Chief Executive.

 

   

Board has access to senior management members.

 

   

Board is comprised of a significant number of independent outsiders.

 

   

Outside directors meet independently.

 

   

CEO performance standards are in place.

 

   

CEO performance is reviewed annually by the full board.

 

   

CEO succession plan is in place.

 

   

Board involvement in ratifying major strategic initiatives.

 

   

Compensation, audit and nominating committees are led by a majority of outside directors.

 

Principle 2:    Quality of Board Membership

 

Guidelines:

 

   

Board determines necessary board member skills, knowledge and experience.

 

   

Board conducts the screening and selection process for new directors.

 

   

Shareholders should have the ability to nominate directors.

 

   

Directors whose present job responsibilities change are reviewed as to the appropriateness of continued directorship.

 

   

Directors are reviewed every 3-5 years to determine appropriateness of continued directorship.

 

   

Board meets regularly (at least four times annually).

 

Principle 3:    Appropriate Management of Change in Control

 

Guidelines:

 

   

Protocols should ensure that all bid approaches and material proposals by management are brought forward for board consideration.

 

   

Any contracts or structures, which impose financial constraints on changes in control, should require prior shareholder approval.

 

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Employment contracts should not entrench management.

 

   

Management should not receive substantial rewards when employment contracts are terminated for performance reasons.

 

Principle 4:    Remuneration Policies are Aligned with Shareholder Interests

 

Guidelines:

 

   

Executive remuneration should be commensurate with responsibilities and performance.

 

   

Incentive schemes should align management with shareholder objectives.

 

   

Employment policies should encourage significant shareholding by management and board members.

 

   

Incentive rewards should be proportionate to the successful achievement of pre-determined financial targets.

 

   

Long-term incentives should be linked to transparent long-term performance criteria.

 

   

Dilution of shareholders’ interests by share issuance arising from egregious employee share schemes and management incentives should be limited by shareholder resolution.

 

Principle 5:    Auditors are Independent

 

Guidelines:

 

   

Auditors are approved by shareholders at the annual meeting.

 

   

Audit, consulting and other fees to the auditor are explicitly disclosed.

 

   

The Audit Committee should affirm the integrity of the audit has not been compromised by other services provided by the auditor firm.

 

   

Periodic (every 5 years) tender of the audit firm or audit partner.

 

B. PROXY VOTING GUIDELINES — MACRO RATIONALES

 

Macro Rationales are used to explain why we vote on each proxy issue. The Macro Rationales reflect our guidelines enabling voting consistency between offices yet allowing for flexibility so the local office can reflect specific knowledge of the company as it relates to a proposal.

 

1. GENERAL GUIDELINES

 

  a. When our view of the issuer’s management is favorable, we generally support current management initiatives. When our view is that changes to the management structure would probably increase shareholder value, we may not support existing management proposals.

 

  b. If management’s performance has been questionable we may abstain or vote against specific proxy proposals.

 

  c. Where there is a clear conflict between management and shareholder interests, even in those cases where management has been doing a good job, we may elect to vote against management.

 

  d. In general, we oppose proposals, which in our view, act to entrench management.

 

  e. In some instances, even though we strongly support management, there are some corporate governance issues that, in spite of management objections, we believe should be subject to shareholder approval.

 

  f. We will vote in favor of shareholder resolutions for confidential voting.

 

Policy    D-225    February 2004


2. BOARD OF DIRECTORS & AUDITORS

 

  a. Unless our objection to management’s recommendation is strenuous, if we believe auditors to be competent and professional, we support continuity in the appointed auditing firm subject to regular review.

 

  b. We generally vote for proposals that seek to fix the size of the board and/or require shareholder approval to alter the size of the board and that allow shareholders to remove directors with or without cause.

 

  c. We generally vote for proposals that permit shareholders to act by written consent and/or give the right to shareholders to call a special meeting.

 

  d. We generally oppose proposals to limit or restrict shareholder ability to call special meetings.

 

  e. We will vote for separation of Chairman and CEO if we believe it will lead to better company management, otherwise, we will support an outside lead director board structure.

 

3. COMPENSATION

 

  a. We will not try to micro-manage compensation schemes, however, we believe remuneration should not be excessive, and we will not support compensation plans that are poorly structured or otherwise egregious.

 

  b. Senior management compensation should be set by independent directors according to industry standards, taking advice from benefits consultants where appropriate.

 

  c. All senior management and board compensation should be disclosed within annual financial statements, including the value of fringe benefits, company pension contributions, deferred compensation and any company loans.

 

  d. We may vote against a compensation or incentive program if it is not adequately tied to a company’s fundamental financial performance;, is vague;, is not in line with market practices;, allows for option re-pricing;, does not have adequate performance hurdles; or is highly dilutive.

 

  e. Where company and management’s performance has been poor, we may object to the issuance of additional shares for option purposes such that management is rewarded for poor performance or further entrenches its position.

 

  f. Given the increased level of responsibility and oversight required of directors, it is reasonable to expect that compensation should increase commensurably. We consider that there should be an appropriate balance between fixed and variable elements of compensation and between short and long term incentives.

 

4. GOVERNANCE PROVISIONS

 

  a. We believe that votes at company meetings should be determined on the basis of one share one vote. We will vote against cumulative voting proposals.

 

  b. We believe that “poison pill” proposals, which dilute an issuer’s stock when triggered by particular events, such as take over bids or buy-outs, should be voted on by the shareholders and will support attempts to bring them before the shareholders.

 

  c. Any substantial new share issuance should require prior shareholder approval.

 

  d. We believe proposals that authorize the issuance of new stock without defined terms or conditions and are intended to thwart a take-over or restrict effective control by shareholders should be discouraged.

 

Policy    D-226    February 2004


  e. We will support directives to increase the independence of the board of directors when we believe that the measures will improve shareholder value.

 

  f. We generally do not oppose management’s recommendation to implement a staggered board and generally support the regular re-election of directors on a rotational basis as it may provide some continuity of oversight.

 

  g. We will support proposals that enable shareholders to directly nominate directors.

 

5. CAPITAL STRUCTURE AND CORPORATE RESTRUCTURING

 

  a. It is difficult to direct where a company should incorporate, however, in instances where a move is motivated solely to entrench management or restrict effective corporate governance, we will vote accordingly.

 

  b. In general we will oppose management initiatives to create dual classes of stock, which serves to insulate company management from shareholder opinion and action. We support shareholder proposals to eliminate dual class schemes.

 

6. MERGERS, TENDER OFFERS & PROXY CONTESTS

 

  a. Based on our analysis and research we will support proposals that increase shareholder value and vote against proposals that do not.

 

7. SOCIAL, ENVIRONMENTAL, POLITICAL & CULTURAL

 

  a. Depending on the situation, we do not typically vote to prohibit a company from doing business anywhere in the world.

 

  b. There are occasional issues, we support, that encourage management to make changes or adopt more constructive policies with respect to social, environmental, political and other special interest issues, but in many cases we believe that the shareholder proposal may be too binding or restrict management’s ability to find an optimal solution. While we wish to remain sensitive to these issues, we believe there are better ways to resolve them than through a proxy proposal. We prefer to address these issues through engagement.

 

  c. Unless directed by clients to vote in favor of social, environmental, political and other special interest proposals, we are generally opposed to special interest proposals that involve an economic cost to the company or that restrict the freedom of management to operate in the best interest of the company and its shareholders.

 

8. ADMINISTRATIVE & OPERATIONS

 

  a. Occasionally, stockholder proposals, such as asking for reports and donations to the poor, are presented in a way that appear to be honest attempts at bringing up a worthwhile issue. Nevertheless, judgment must be exercised with care, as we do not expect our shareholder companies to be charitable institutions.

 

  b. We are sympathetic to shareholders who are long-term holders of a company’s stock, who desire to make concise statements about the long-term operations of the company in the proxy statement. However, because regulatory agencies do not require such actions, we may abstain unless we believe there are compelling reasons to vote for or against.

 

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9. MISCELLANEOUS

 

  a. Where a client has given specific direction as to how to exercise voting rights on its behalf, we will vote in accordance with a client’s direction.

 

  b. Where we have determined that the voting of a particular proxy is of limited benefit to clients or where the costs of voting a proxy outweigh the benefit to clients, we may abstain or choose not to vote. Among others, such costs may include the cost of translating a proxy, a requirement to vote in person at a shareholders meeting or if the process of voting restricts our ability to sell for a period of time (an opportunity cost).

 

  c. For holdings managed pursuant to quantitative, index or index-like strategies, we may delegate the authority to exercise voting rights for such strategies to an independent proxy voting and research service with the direction that the votes be exercised in accordance with this Policy. If such holdings are also held in an actively managed strategy, we will exercise the voting rights for the passive holdings according to the active strategy.

 

  d. In certain instances when we do not have enough information we may choose to abstain or vote against a particular proposal.

 

C. PROXY VOTING DISCLOSURE GUIDELINES

 

   

UBS Global AM will disclose to clients, as required by the Investment Advisers Act of 1940, how they may obtain information about how we voted with respect to their securities. This disclosure may be made on Form ADV.

 

   

UBS Global AM will disclose to clients, as required by the Investment Advisers Act of 1940, these procedures and will furnish a copy of these procedures to any client upon request. This disclosure may be made on Form ADV.

 

   

Upon request or as required by law or regulation, UBS Global Asset Management will disclose to a client or a client’s fiduciaries, the manner in which we exercised voting rights on behalf of the client.

 

   

Upon request, we will inform a client of our intended vote. Note, however, in some cases, because of the controversial nature of a particular proxy, our intended vote may not be available until just prior to the deadline. If the request involves a conflict due to the client’s relationship with the company that has issued the proxy, the Legal and Compliance Department should be contacted immediately to ensure adherence to UBS Global AM Corporate Governance principles. (See Proxy Voting Conflict Guidelines below.)

 

   

Other than as described herein, we will not disclose our voting intentions or make public statements to any third party (except electronically to our proxy vote processor or regulatory agencies) including but not limited to proxy solicitors, non-clients, the media, or other UBS divisions, but we may inform such parties of the provisions of our Policy. We may communicate with other shareholders regarding a specific proposal but will not disclose our voting intentions or agree to vote in concert with another shareholder without approval from the Chairman of the Global Corporate Governance Committee and regional Legal & Compliance representative.

 

   

Any employee, officer or director of UBS Global Asset Management receiving an inquiry directly from a company will notify the appropriate industry analyst and persons responsible for voting the company’s proxies.

 

   

Proxy solicitors and company agents will not be provided with either our votes or the number of shares we own in a particular company.

 

   

In response to a proxy solicitor or company agent, we will acknowledge receipt of the proxy materials, inform them of our intent to vote or that we have voted, but not the result of the vote itself.

 

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We may inform the company (not their agent) where we have decided to vote against any material resolution at their company.

 

   

The Chairman of the Global Corporate Governance Committee and the applicable Chair of the Local Corporate Governance Committee must approve exceptions to this disclosure policy.

 

Nothing in this policy should be interpreted as to prevent dialogue with the company and its advisers by the industry analyst, proxy voting delegate or other appropriate senior investment personnel when a company approaches us to discuss governance issues or resolutions they wish to include in their proxy statement.

 

D. PROXY VOTING CONFLICT GUIDELINES

 

In addition to the Proxy Voting Disclosure Guidelines above, UBS Global Asset Management has implemented the following guidelines to address conflicts of interests that arise in connection with our exercise of voting rights on behalf of clients:

 

   

Under no circumstances will general business, sales or marketing issues influence our proxy votes.

 

   

UBS Global Asset Management and its affiliates engaged in banking, broker-dealer and investment banking activities (“Affiliates”) have policies in place prohibiting the sharing of certain sensitive information. These policies prohibit our personnel from disclosing information regarding our voting intentions to any Affiliate. Any of our personnel involved in the proxy voting process who are contacted by an Affiliate regarding the manner in which we intend to vote on a specific issue, must terminate the contact and notify the Legal & Compliance Department immediately. [Note: Legal & Compliance personnel may have contact with their counterparts working for an Affiliate on matters involving information barriers.] In the event of any issue arising in relation to Affiliates, the Chair of the Global Corporate Governance Committee must be advised, who will in turn advise the Chief Risk Officer.

 

E. SPECIAL DISCLOSURE GUIDELINES FOR REGISTERED INVESTMENT COMPANY CLIENTS

 

  1. Registration Statement (Open-End and Closed-End Funds) Management is responsible for ensuring the following:

 

   

That these procedures, which are the procedures used by the investment adviser on the Funds’ behalf, are described in the Statement of Additional Information (SAI). The procedures may be described in the SAI or attached as an exhibit to the registration statement.

 

   

That the SAI disclosure includes the procedures that are used when a vote presents a conflict between the interests of Fund shareholders, on the one hand; and those of the Funds investment adviser, principal underwriter or any affiliated person of the Fund, its investment adviser or principal underwriter, on the other.

 

   

That the SAI disclosure states that information regarding how the Fund voted proxies during the most recent 12-month period ended June 30 is available (i) without charge, upon request, by calling a specified toll-free (or collect) telephone number; or on or through the Fund’s website, or both; and (ii) on the Commission’s website. If a request for the proxy voting record is received, the Fund must comply within three business days by first class mail. If website disclosure is elected, Form N-PX must be posted as soon as reasonably practicable after filing the report with the Commission, and must remain available on the website as long as the Fund discloses that it its available on the website.

 

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  2. Shareholder Annual and Semi-Annual Report (Open-End and Closed-End Funds) Management is responsible for ensuring the following:

 

   

That each Fund’s shareholder report contain a statement that a description of these procedures is available (i) without charge, upon request, by calling a toll-free or collect telephone number; (ii) on the Fund’s website, if applicable; and (iii) on the Commission’s website. If a request for the proxy voting record is received, the Fund must comply within three business days by first class mail.

 

   

That the report contain a statement that information regarding how the Fund voted proxies during the most recent 12-month period ended June 30 is available (i) without charge, upon request, by calling a specified toll-free (or collect) telephone number; or on or through the Fund’s website, or both; and (ii) on the Commission’s website. If a request for the proxy voting record is received, the Fund must comply within three business days by first class mail. If website disclosure is elected, Form N-PX must be posted as soon as reasonably practicable after filing the report with the Commission, and must remain available on the website as long as the Fund discloses that it its available on the website.

 

  3. Form N-CSR (Closed-End Fund Annual Reports Only) Management is responsible for ensuring the following:

 

   

That these procedures are described in Form N-CSR. In lieu of describing the procedures, a copy of these procedures may simply be included with the filing. However, the SEC’s preference is that the procedures be included directly in Form N-CSR and not attached as an exhibit to the N-CSR filing.

 

   

That the N-CSR disclosure includes the procedures that are used when a vote presents a conflict between the interests of Fund shareholders, on the one hand, and those of the Funds’ investment adviser, principal underwriter or any affiliated person of the Fund, its investment adviser or principal underwriter, on the other.

 

  4. Form N-PX (Open-End and Closed-End Funds) Management is responsible for ensuring the following:

 

   

That each Fund files its complete proxy voting record on Form N-PX for the 12 month period ended June 30 by no later than August 31 of each year.

 

   

Fund management is responsible for reporting to the Funds’ Chief Compliance Officer any material issues that arise in connection with the voting of Fund proxies or the preparation, review and filing of the Funds’ Form N-PX.

 

  5. Oversight of Disclosure The Funds’ Chief Compliance Officer shall be responsible for ensuring that the required disclosures listed in these procedures are implemented and complied with. The Funds’ Chief Compliance Officer shall recommend to each Fund’s Board any changes to these policies and procedures that he or she deems necessary or appropriate to ensure the Funds’ compliance with relevant federal securities laws.

 

Responsible Parties

 

The following parties will be responsible for implementing and enforcing this policy: The Chief Compliance Officer and his/her designees

 

Documentation

 

Monitoring and testing of this policy will be documented in the following ways:

 

 

Annual review by the Funds’ and UBS Global AM’s Chief Compliance Officer of the effectiveness of these procedures

 

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Annual Report of Funds’ Chief Compliance Officer regarding the effectiveness of these procedures

 

 

Periodic review of any proxy service vendor by the Chief Compliance Officer

 

 

Periodic review of proxy votes by the Proxy Voting Committee

 

Compliance Dates

 

The following compliance dates should be added to the Compliance Calendar:

 

 

File Form N-PX by August 31 for each registered investment company client

 

 

Annual review by the Funds’ and UBS Global AM’s Chief Compliance Officer of the effectiveness of these procedures

 

 

Annual Report of Funds’ Chief Compliance Officer regarding the effectiveness of these procedures

 

 

Form N-CSR, Shareholder Annual and Semi-Annual Reports, and annual updates to Fund registration statements as applicable

 

 

Periodic review of any proxy service vendor by the Chief Compliance Officer

 

 

Periodic review of proxy votes by the Proxy Voting Committee

 

Other Policies

 

Other policies that this policy may affect include:

 

 

Recordkeeping Policy

 

 

Affiliated Transactions Policy

 

 

Code of Ethics

 

 

Supervision of Service Providers Policy

 

Other policies that may affect this policy include:

 

 

Recordkeeping Policy

 

 

Affiliated Transactions Policy

 

 

Code of Ethics

 

 

Supervision of Service Providers Policy

 

Disclosures

 

The following disclosures are aligned with this policy:

 

 

Form ADV

 

 

Form N-PX

 

 

Form N-1A

 

 

Form N-2

 

 

Investment Company Shareholder Reports

 

 

Form N-CSR

 

 

Request for Proposals (RFPs)

 

D-231


WELLINGTON MANAGEMENT COMPANY, LLP

 

GLOBAL PROXY VOTING GUIDELINES

 

Introduction     Upon a client’s written request, Wellington Management Company, llp (“Wellington Management”) votes securities that are held in the client’s account in response to proxies solicited by the issuers of such securities. Wellington Management established these Global Proxy Voting Guidelines to document positions generally taken on common proxy issues voted on behalf of clients.

 

These guidelines are based on Wellington Management’s fiduciary obligation to act in the best economic interest of its clients as shareholders. Hence, Wellington Management examines and votes each proposal so that the long-term effect of the vote will ultimately increase shareholder value for our clients. Because ethical considerations can have an impact on the long-term value of assets, our voting practices are also attentive to these issues and votes will be cast against unlawful and unethical activity. Further, Wellington Management’s experience in voting proposals has shown that similar proposals often have different consequences for different companies. Moreover, while these Global Proxy Voting Guidelines are written to apply globally, differences in local practice and law make universal application impractical. Therefore, each proposal is evaluated on its merits, taking into account its effects on the specific company in question, and on the company within its industry. It should be noted that the following are guidelines, and not rigid rules, and Wellington Management reserves the right in all cases to vote contrary to guidelines where doing so is judged to represent the best economic interest of its clients.

 

Following is a list of common proposals and the guidelines on how Wellington Management anticipates voting on these proposals. The “(SP)” after a proposal indicates that the proposal is usually presented as a Shareholder Proposal.

 

 

   
Voting Guidelines   Composition and Role of the Board of Directors   
 

•      Election of Directors:

We believe that shareholders’ ability to elect directors annually is the most important right shareholders have. We generally support management nominees, but will withhold votes from any director who is demonstrated to have acted contrary to the best economic interest of shareholders. We may also withhold votes from directors who failed to implement shareholder proposals that received majority support, implemented dead-hand or no-hand poison pills, or failed to attend at least 75% of scheduled board meetings.

   Case-by-Case
 

•      Classify Board of Directors:

We will also vote in favor of shareholder proposals seeking to declassify boards.

   Against
 

•      Adopt Director Tenure/Retirement Age (SP):

   Against
 

•      Adopt Director & Officer Indemnification:

We generally support director and officer indemnification as critical to the attraction and retention of qualified candidates to the board. Such proposals must incorporate the duty of care.

   For
 

•      Allow Special Interest Representation to Board (SP):

   Against

 

D-232


 

•      Require Board Independence:

We believe that, in the absence of a compelling counter-argument or prevailing market norms, at least 65% of a board should be comprised of independent directors, with independence defined by the local market regulatory authority. Our support for this level of independence may include withholding approval for non-independent directors, as well as votes in support of shareholder proposals calling for independence.

   For
 

•      Require Key Board Committees to be Independent.

Key board committees are the Nominating, Audit, and Compensation Committees. Exceptions will be made, as above, in respect of local market conventions.

   For
 

•      Require a Separation of Chair and CEO or Require a Lead Director:

   For
 

•      Approve Directors’ Fees:

   For
 

•      Approve Bonuses for Retiring Directors:

   Case-by-Case
 

•      Elect Supervisory Board/Corporate Assembly:

   For
 

•      Elect/Establish Board Committee:

   For
 

•      Adopt Shareholder Access/Majority Vote on Election of Directors (SP):

We believe that the election of directors by a majority of votes cast is the appropriate standard for companies to adopt and therefore generally will support those proposals that seek to adopt such a standard. Our support for such proposals will extend typically to situations where the relevant company has an existing resignation policy in place for directors that receive a majority of “withhold” votes. We believe that it is important for majority voting to be defined within the company’s charter and not simply within the company’s corporate governance policy.

   Case-by-Case
 

Generally we will not support proposals that fail to provide for the exceptional use of a plurality standard in the case of contested elections. Further, we will not support proposals that seek to adopt a majority of votes outstanding ( i.e., total votes eligible to be cast as opposed to actually cast) standard.

  

 

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  Management Compensation   
 

•      Adopt/Amend Stock Option Plans:

   Case-by-Case
 

•      Adopt/Amend Employee Stock Purchase Plans:

   For
 

•      Approve/Amend Bonus Plans:

In the US, Bonus Plans are customarily presented for shareholder approval pursuant to Section 162(m) of the Omnibus Budget Reconciliation Act of 1992 (“OBRA”). OBRA stipulates that certain forms of compensation are not tax-deductible unless approved by shareholders and subject to performance criteria. Because OBRA does not prevent the payment of subject compensation, we generally vote “for” these proposals. Nevertheless, occasionally these proposals are presented in a bundled form seeking 162 (m) approval and approval of a stock option plan. In such cases, failure of the proposal prevents the awards from being granted. We will vote against these proposals where the grant portion of the proposal fails our guidelines for the evaluation of stock option plans.

   Case-by-Case
 

•      Approve Remuneration Policy:

   Case-by-Case
 

•      Exchange Underwater Options: We may support value-neutral exchanges in which senior management is ineligible to participate.

   Case-by-Case
 

•      Eliminate or Limit Severance Agreements (Golden Parachutes): We will oppose excessively generous arrangements, but may support agreements structured to encourage management to negotiate in shareholders’ best economic interest.

   Case-by-Case
 

•      Shareholder Approval of Future Severance Agreements

   Case-by-Case
 

Covering Senior Executives (SP):

We believe that severance arrangements require special scrutiny, and are generally supportive of proposals that call for shareholder ratification thereof. But, we are also mindful of the board’s need for flexibility in recruitment and retention and will therefore oppose limitations on board compensation policy where respect for industry practice and reasonable overall levels of compensation have been demonstrated.

  
 

•      Expense Future Stock Options (SP):

   For
 

•      Shareholder Approval of All Stock Option Plans (SP):

   For
 

•      Disclose All Executive Compensation (SP):

   For

 

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  Reporting of Results   
 

•      Approve Financial Statements:

   For
 

•      Set Dividends and Allocate Profits:

   For
 

•      Limit Non-Audit Services Provided by Auditors (SP): We follow the guidelines established by the Public Company Accounting Oversight Board regarding permissible levels of non-audit fees payable to auditors.

   Case-by-Case
 

•      Ratify Selection of Auditors and Set Their Fees: We will generally support management’s choice of auditors, unless the auditors have demonstrated failure to act in shareholders’ best economic interest.

   Case-by-Case
 

•      Elect Statutory Auditors:

   Case-by-Case
 

•      Shareholder Approval of Auditors (SP):

   For
   
  Shareholder Voting Rights   
 

•      Adopt Cumulative Voting (SP): We are likely to support cumulative voting proposals at “controlled” companies ( i.e., companies with a single majority shareholder), or at companies with two-tiered voting rights.

   Against
 

•      Shareholder Rights Plans Also known as Poison Pills, these plans can enable boards of directors to negotiate higher takeover prices on behalf of shareholders. However, these plans also may be misused to entrench management. The following criteria are used to evaluate both management and shareholder proposals regarding shareholder rights plans.

   Case-by-Case
 

–We generally support plans that include:

  
 

–  Shareholder approval requirement

  
 

–  Sunset provision

  
 

–  Permitted bid feature ( i.e., bids that are made for all shares and demonstrate evidence of financing must be submitted to a shareholder vote).

  
 

Because boards generally have the authority to adopt shareholder rights plans without shareholder approval, we are equally vigilant in our assessment of requests for authorization of blank check preferred shares (see below).

  
 

•      Authorize Blank Check Preferred Stock: We may support authorization requests that specifically proscribe the use of such shares for anti-takeover purposes.

   Case-by-Case
 

•      Eliminate Right to Call a Special Meeting:

   Against
 

•      Increase Supermajority Vote Requirement: We likely will support shareholder and management proposals to remove existing supermajority vote requirements.

   Against
 

•      Adopt Anti-Greenmail Provision:

   For

 

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•      Adopt Confidential Voting (SP): We require such proposals to include a provision to suspend confidential voting during contested elections so that management is not subject to constraints that do not apply to dissidents.

   Case-by-Case
 

•      Remove Right to Act by Written Consent:

   Against
   
  Capital Structure   
 

•      Increase Authorized Common Stock: We generally support requests for increases up to 100% of the shares currently authorized. Exceptions will be made when the company has clearly articulated a reasonable need for a greater increase. Conversely, at companies trading in less liquid markets, we may impose a lower threshold.

   Case-by-Case
 

•      Approve Merger or Acquisition:

   Case-by-Case
 

•      Approve Technical Amendments to Charter:

   Case-by-Case
 

•      Opt Out of State Takeover Statutes:

   For
 

•      Authorize Share Repurchase:

   For
 

•      Authorize Trade in Company Stock:

   For
 

•      Approve Stock Splits: We approve stock splits and reverse stock splits that preserve the level of authorized, but unissued shares.

   Case-by-Case
 

•      Approve Recapitalization/Restructuring:

   Case-by-Case
 

•      Issue Stock with or without Preemptive Rights:

   For
 

•      Issue Debt Instruments:

   Case-by-Case
   
  Social Issues   
 

•      Endorse the Ceres Principles (SP):

   Case-by-Case
 

•      Disclose Political and PAC Gifts (SP): We generally do not support imposition of disclosure requirements on management of companies in excess of regulatory requirements.

   Case-by-Case
 

•      Require Adoption of International Labor Organization’s Fair Labor Principles (SP):

   Case-by-Case
 

•      Report on Sustainability (SP):

   Case-by-Case
   
  Miscellaneous   
 

•      Approve Other Business:

   Against
 

•      Approve Reincorporation:

   Case-by-Case
 

•      Approve Third-Party Transactions:

   Case-by-Case
  Dated: October 16,2008   

 

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WENTWORTH, HAUSER AND VIOLICH

INVESTMENT COUNSEL

 

Excerpts from Policies and Procedures Manual

and

WHV Custom Voting Policy at Voting Agent

 

Proxy Voting

 

Proxy Voting Disclosure Statement

 

Wentworth, Hauser and Violich has adopted and implemented policies and procedures that we believe are reasonably designed to ensure that proxies are voted in the best interests of our clients. These policies and procedures are also intended to reflect Securities and Exchange Commission requirements governing advisors as well as the fiduciary standards and responsibilities for ERISA accounts established by the Department of Labor.

 

The proxy voting process.     Wentworth, Hauser and Violich’s proxy voting process is managed by our Proxy Committee which is composed of portfolio managers, security analysts, and support staff. Key elements of the proxy voting process include obtaining proxy materials for vote, determining the vote on each issue, voting, and maintaining the records required.

 

 

Obtaining proxy materials.     We instruct client custodians to deliver proxy materials for accounts of clients who have given us voting authority. Delivery is made to a service provider we have engaged as our voting agent and independent research consultant. Periodic reconciliation of holdings and ballots is designed to reveal any failure to deliver ballots for client holdings.

 

 

Determining the vote.     Members of our Proxy Committee have collaboratively established a general statement of voting policy and specific voting positions on substantive proxy issues. The general policy and specific positions are generally intended to further the economic value of each investment for the expected holding period. They are reviewed regularly, as new issues arise for determination or as circumstances change, and they serve as guidelines. Ultimately each vote is cast on a case-by-case basis, taking into account the relevant circumstances at the time of each vote.

 

 

Voting.     Using the Internet, our voting agent posts the pending proxy notices and ballots as well as its analysis and recommendations. Voting members of our Proxy Committee take responsibility for voting according to a rotating schedule. They review the issues and the voting agent’s own analysis and then vote each issue, generally in accordance with our established voting guidelines. When circumstances suggest deviation from our established guidelines, before casting the vote, our committee members may confer with other committee members, our analysts most familiar with the security, or our portfolio manager on the account in the case of special holdings.

 

 

Maintaining records.     With the assistance of our voting agent, we maintain records of our policies and procedures, proxy statements received, each vote cast, any documents we create material to our decision making, and any client’s written request for proxy voting records as well as our written response to any client request for such records.

 

Conflicts of interest.     Any material conflict between our interests and those of a client will be resolved in the best interests of our client. In the event we become aware of such a conflict, we will (a) disclose the conflict and obtain the client’s consent before voting its shares, (b) vote in accordance with a pre-determined policy based on the independent analysis and recommendation of our voting agent, or (c) make other voting arrangements consistent with our fiduciary obligations.

 

Shares not voted.     Our procedures are reasonably designed to assure that we vote every eligible share with the exception of shares domiciled in share blocking countries and certain ordinary shares in foreign markets. Share blocking countries restrict share transactions for various periods surrounding the meeting date. We have taken the position that share liquidity generally has a higher value than the vote and usually do not vote

 

D-237


shares subject to restriction on transactions. Some international markets require special powers of attorney to vote certain ordinary shares . These markets are few and our ordinary share holdings relatively modest when weighed against the onerous requirements and we have determined not to attempt generally to qualify our proxy votes for these shares.

 

Obtaining additional information.     We do not generally disclose our votes to third parties, but clients may obtain a report showing how we voted their shares upon request. In addition, a copy of this disclosure statement, our general Proxy Voting Policy statement, and our detailed Custom Policy statement are available to our clients upon request.

 

General Voting Policy For ERISA Accounts And Applicability of Guidelines For All Accounts

 

With respect to ERISA accounts, according to the Department of Labor, the fiduciary act of managing plan assets that are shares of corporate stock includes the voting of proxies (unless the voting right is properly reserved by the named fiduciary). The investment manager’s decision may not be directed, nor may the manager be relieved of liability by delegating the responsibility. Managers should have documented guidelines and are required to maintain accurate voting records.

 

Voting rights have economic value and the manager has a duty to evaluate issues that can have an impact on the economic value of the stock and to vote on those issues. Voting decision must be based on the ultimate economic interest of the plan, viewing the plan as a separate legal entity designed to provide retirement income and security. This means analyzing the vote for its impact on the ultimate economic value of the investment (the stock) during the period in which the plan intends to hold the investment. With respect to takeovers, plans are not required to take the “quick buck” if they judge that the plan will achieve a higher economic value by holding the shares.

 

Given the above obligations and objectives, the guidelines we have established with our voting agent are intended as a general indication of proxy voting decisions most likely to maximize the ultimate value of assets under management. Specific situations and resolution language will vary and therefore continuing judgment must be exercised in applying the guidelines.

 

More generally than with respect to ERISA accounts alone, in the absence of unique client constraints or instructions acceptable in non-fiduciary situations, the guidelines should also serve for voting on all accounts under management.

 

Wentworth, Hauser and Violich Proxy Voting Policy

 

Agenda Code and Description  

ISS

Policy

 

Wentworth

Policy

(if different)

I. M0100S MANAGEMENT PROPOSALS — ROUTINE/BUSINESS        
M0101   Ratify Auditors   C by C      
M0102   Change Date/Location of Annual Meeting   For    
M0105   Accept Financial Statements and Statutory Reports   For    
M0106   Amend Articles/Charter — General Matters   C by C    
M0107   Approve Dividends   C by C   C by C
M0109   Approve Remuneration of Auditors   For    
M0111   Change Company Name   For    
M0113   Approve Investment Advisory Agreement   C by C    

 

D-238


Agenda Code and Description  

ISS

Policy

 

Wentworth

Policy

(if different)

M0114   Amend Investment Advisory Agreement   C by C    
M0116   Authorize Filing of Required Documents/Other Formalities   For    
M0117   Designate Inspector or Shareholder Representative(s) of Minutes of Meeting   For    
M0119   Reimburse Proxy Contest Expenses   C by C   C by C
M0120   Approve Proposed Changes to Bank Charter   C by C    
M0121   Approve Continuation of Company Under Canadian Business Corporation Act   C by C    
M0122   Adopt New Articles of Association/Charter   C by C    
M0123   Approve Special Auditors’ Report Regarding Related-Party Transactions (DNV sharing block countries)   For   C by C
M0124   Approve Stock Dividend Program   C by C    
M0125   Other Business   Against    
M0126   Amend Charter or Bylaws — Non-Routine   C by C    
M0128   Designate Newspaper to Publish Meeting Announcements   For    
M0129   Approve Minutes of Meeting   For    
M0131   Approve Change of Fundamental Investment Policy   C by C    
M0135   Amend Corporate Purpose   C by C    
M0136   Approve Auditors and Authorize Board to Fix Remuneration of Auditors   For    
M0137   Miscellaneous Proposal — Company-Specific   C by C   C by C
M0138   Authorize Board to Ratify and Execute Approved Resolutions   C by C    
M0140   Approve Multiple Classes of Stock/Same Voting Rights   C by C    
M0150   Receive Financial Statements and Statutory Reports   None    
M0151   Approve Financial Statements, Allocation of Income, and Discharge Directors   C by C    
M0152   Approve Allocation of Income and Dividends   C by C    
M0153   Approve Allocation of Dividends on Shares Held by Company   For    
M0154  

Approve Continuation of Company Under Provincial

Business Corporation Act

  C by C    
M0155   Appoint Auditors and Deputy Auditors   C by C    
M0156   Ratify Alternate Auditor   C by C    

 

D-239


Agenda Code and Description  

ISS

Policy

 

Wentworth

Policy

(if different)

M0157   Appoint Censor(s)   For    
M0158   Approve Remuneration of Directors and Auditors   For    
M0159   Change Location of Registered Office/Headquarters   For    
M0160   Approve Listing of Shares on a Secondary Exchange   For    
M0161   Appoint Agencies to Rate the Company’s Publicly Offered Securities   For    
M0162   Designate Risk Assessment Companies   For    
M0163   Approve Investment and Financing Policy   C by C    
M0164   Open Meeting   None    
M0165   Close Meeting   None    
M0166   Allow Questions   None    
M0167   Announce Vacancies on Supervisory Board   None    
M0168   Elect Chairman of Meeting   For    
M0169   Prepare and Approve List of Shareholders   For    
M0170   Acknowledge Proper Convening of Meeting   For    
M0171   Elect Members of Election Committee   For    
M0172   Consider Measures to Address the Decline in the Company’s Net Asset Value Relative to Its Capital   C by C    
M0173   Approve Standard Accounting Transfers   C by C    
M0174   Receive Shareholders’ Committee Report   None    
M0175   Transact Other Business   None    
M0176   Change Fiscal Year End   For    

 

Agenda Code and Description  

ISS

Policy

  Client
Policy
II. M0200S MANAGEMENT PROPOSALS — DIRECTOR RELATED        
M0201   Elect Directors   C by C   C by C
M0202   Fix Number of Directors   For    
M0203   Approve Increase in Size of Board   C by C    
M0204   Approve Decrease in Size of Board   C by C    
M0205   Allow Board to Set its Own Size   Against    
M0206   Classify the Board of Directors   Against   C by C

 

D-240


Agenda Code and Description  

ISS

Policy

  Client
Policy
M0207   Eliminate Cumulative Voting   C by C   C by C
M0208   Fix Number of and Elect Directors   C by C    
M0209   Approve Director/Officer Liability Provisions   C by C    
M0209   Approve Director and Auditor Indemnification (Italy)   For   C by C
M0210   Approve Director/Officer Indemnification Provisions   C by C    
M0211   Approve Director/Officer Indemnification Agreements   C by C    
M0212   Approve Director/Officer Liability and Indemnification   C by C    
M0215   Declassify the Board of Directors   For   C by C
M0216   Remove Age Restriction for Directors   For    
M0217   Establish/Alter Mandatory Retirement Policy for Directors   C by C    
M0218   Elect Director to Represent Class X Shareholders   C by C    
M0219   Approve Remuneration of Directors   C by C    
M0222   Allow Board to Delegate Powers to Committees   C by C    
M0223   Adopt/Amend Nomination Procedures for the Board   C by C    
M0225   Elect Directors (Opposition Slate)   C by C    
M0226   Classify Board and Elect Directors   Against   C by C
M0227   Amend Articles — Board-Related   C by C    
M0228   Elect Alternate/Deputy Directors   C by C    
M0229   Authorize Board to Fill Vacancies   C by C    
M0231   Adopt or Amend Director Qualifications   C by C    
M0232   Change Range for the Size of the Board   C by C    
M0233   Elect Company Clerk/Secretary   C by C    
M0250   Elect Supervisory Board Member   C by C    
M0251   Elect Employee Representative to the Board   C by C    
M0252   Create Position of Honorary Director   For    
M0253   Amend Articles to Change Size of Supervisory Board   C by C    
M0254   Allow Board to Appoint Additional Directors Between Annual Meetings   C by C    
M0255   Amend Quorum Requirements   Against    
M0256   Appoint Members of Shareholders’ Committee   C by C    

 

D-241


Agenda Code and Description  

ISS

Policy

  Client
Policy
M0257   Elect Board Representative for Holders of Savings Shares and Fix His/Her Remuneration   C by C    
M0258   Determine Number of Members and Deputy Members of Board   C by C    
M0259   Elect Members and Deputy Members of Corporate Assembly   C by C    
M0260   Approve Discharge of Management Board   Against   C by C
M0261   Approve Discharge of Supervisory Board   C by C    
M0262   Approve Discharge of Management and Supervisory Board   C by C    
M0263   Approve Discharge of Auditors   C by C    
M0264   Approve Discharge of Board and President   C by C    
M0267   Company Specific — Board-Related   C by C    
    Discharge of Management and Board (Denmark)   Against   AGT
III. M0300S MANAGEMENT PROPOSALS — CAPITALIZATION        
M0301   Authorize a New Class of Common Stock   C by C    
M0302   Authorize New Class of Preferred Stock   C by C    
M0304   Increase Authorized Common Stock   C by C    
M0305   Increase Authorized Preferred Stock   C by C    
M0306   Increase Authorized Preferred and Common Stock   C by C    
M0307   Approve Stock Split   For    
M0308   Approve Reverse Stock Split   C by C    
M0309   Approve Increase in Common Stock and a Stock Split   C by C    
M0312   Issue Common Stock Upon Conversion of Preferred Stock   C by C    
M0313   Approve Issuance of Warrants/Convertible Debentures   C by C    
M0314   Eliminate Preemptive Rights   C by C    
M0315   Eliminate/Adjust Par Value of Common Stock   For    
M0316   Amend Votes Per Share of Existing Stock   C by C    
M0318   Authorize Share Repurchase Program   C by C    
M0319   Authorize Board to Set Terms of Preferred   Against    
M0320   Eliminate Class of Preferred Stock   For    
M0321   Eliminate Class of Common Stock   For    
M0322   Cancel Company Treasury Shares   For    

 

D-242


Agenda Code and Description  

ISS

Policy

  Client
Policy
M0323   Approve Issuance of Shares for a Private Placement   C by C    
M0325   Reduce Authorized Common Stock   C by C    
M0326   Authorize Capitalization of Reserves for Bonus Issue or
Increase in Par Value
  C by C    
M0327   Approve Reduction in Stated Capital   C by C    
M0328   Approve Increase in Authorized Capital   C by C    
M0329   Authorize Issuance of Equity or Equity-Linked Securities with Preemptive Rights   C by C    
M0330   Reverse Stock Split/Forward Stock Split (Going Dark)   C by C   C by C
M0330   Use of Put and Call Options for Share Repurchases   For   C by C
M0330   Company Specific — Equity-Related   C by C    
M0331   Approve Issuance of Equity or Equity-Linked Securities without Preemptive Rights   C by C    
M0332   Increase Authorized Common Stock and Authorize New Class of Preferred Stock   C by C    
M0334   Increase Authorized Common Stock and Authorize New Class of Common Stock   C by C    
M0335   Adopt/Amend Dividend Reinvestment Plan   C by C    
M0336   Increase Capital Stock for Use in Shareholder Rights Plan   Against    
M0338   Reduce Authorized Preferred Stock   C by C    
M0339   Reduce Authorized Common and Preferred Stock   C by C    
M0340   Extend Redemption Date of Common/Preferred Stock   C by C    
M0341   Approve Dual Class Stock Recapitalization   Against    
M0342   Approve/Amend Stock Ownership Limitations   C by C    
M0343   Approve/Amend Securities Transfer Restrictions   C by C    
M0344   Consent to Amended Bond Indenture   C by C    
M0350   Authorize Stock With Other Than One Vote Per Share   Against    
M0346   Share Repurchases to Fund Stock Option Plans   Against   C by C
M0351   Approve Unlimited Capital Authorization   Against    
M0352   Convert Multiple Voting Shares to Common Shares   For    
M0353   Ratify Past Issuance of Shares   C by C    

 

D-243


Agenda Code and Description  

ISS

Policy

  Client
Policy
M0354   Approve Creation of Conditional Capital   C by C    
M0355   Approve Conversion of Participation Certificates   C by C    
M0356   Authorize Issuance of Investment Certificates   C by C    
M0357   Authorize Issuance of Warrants with Preemptive Rights   C by C    
M0358   Authorize Issuance of Warrants without Preemptive Rights   C by C    
M0359   Authorize Issuance of Shares with Warrants Attached with Preemptive Rights   C by C    
M0360   Authorize Issuance of Shares with Warrants Attached without Preemptive Rights   C by C    
M0361   Authorize Issuance of Bonds with Warrants Attached with Preemptive Rights   C by C    
M0362   Authorize Issuance of Bonds with Warrants Attached without Preemptive Rights   C by C    
M0363   Authorize Issuance of Convertible Bonds with Preemptive Rights   C by C    
M0364   Authorize Issuance of Convertible Bonds without Preemptive Rights   C by C    
M0365   Authorize Issuance of Equity Upon Conversion of a Subsidiary’s Equity-Linked Securities   C by C    
M0366   Authorize Capital Increase for Future Share Exchange Offers   C by C    
M0367   Set Global Limit for Capital Increase to Result From All Issuance Requests   C by C    
M0368   Approve Issuance of Shares Pursuant to the Share Option Scheme   C by C    
M0369   Approve Issuance of Eurobonds   C by C    
M0370   Authorize Issuance of Bonds/Debentures   C by C    
M0371   Approve Renewal of Unmarketable Parcels Provision   For    
M0372   Approve Bond Repurchase   C by C    
M0373   Authorize Reissuance of Repurchased Shares   C by C    
M0374   Approve Reduction in Share Capital   C by C    
M0375   Approve Reduction/Cancellation of Share Premium Account   C by C    
M0376   Convert Form of Securities   C by C    
M0377   Amend Articles/Charter to Reflect Changes in Capital   C by C    
M0378   Amend Articles/Charter — Equity-Related   C by C    
    Protective Preference Shares (Netherlands)   C by C   C by C

 

D-244


Agenda Code and Description  

ISS

Policy

  Client
Policy
IV. M0400S MANAGEMENT PROPOSALS — REORG. AND MERGERS        
M0401   Change State of Incorporation [            ]   C by C    
M0404   Approve Reorganization Plan   C by C    
M0405   Approve Merger Agreement   C by C    
M0407   Approve Restructuring Plan   C by C    
M0410   Issue Shares in Connection with an Acquisition   C by C    
M0411   Approve Disposition of Assets and Liquidate Company   C by C    
M0412   Approve Recapitalization Plan   C by C    
M0413   Amend Articles — Organization-Related   C by C    
M0414   Company Specific — Organization-Related   C by C    
M0418   Approve Formation of Holding Company   C by C    
M0419   Acquire Certain Assets of Another Company   C by C    
M0420   Approve Conversion to Self-Managed REIT   C by C    
M0430   Approve/Amend Subadvisory Agreement   C by C    
M0431   Adopt Dollar-based Voting Rights   C by C    
M0432   Approve Conversion to Series of Delaware Business Trust.   C by C    
M0433   Approve Conversion from Closed-End to Open-End Fund   C by C    
M0434   Approve Merger of Funds   C by C    
M0435   Approve Distribution Agreement   C by C    
M0450   Approve Acquisition   C by C    
M0451   Approve Merger by Absorption   C by C    
M0452   Approve Joint Venture Agreement   C by C    
M0453   Approve Plan of Liquidation   C by C    
M0454   Approve Spin-Off Agreement   C by C    
M0455   Approve Public Offering of Shares in Subsidiary   C by C    
M0456   Approve Exchange of Debt for Equity   C by C    
M0457   Waive Requirement for Mandatory Offer to All Shareholders.   C by C    
M0458   Approve Accounting Treatment of Merger, Absorption, or Similar Transaction   C by C    
M0459   Approve Affiliation Agreements with Subsidiaries   C by C    

 

D-245


Agenda Code and Description  

ISS

Policy

  Client
Policy
M0460   Approve Transaction with a Related Party   C by C   C by C
M0461   Amend Articles to: (Japan)   C by C    
M0462   Approve Pledging of Assets for Debt   C by C    
M0463   Approve Investment in Another Company   C by C    
M0464   Approve Loan Agreement   C by C    
M0470   Company Specific — Mutual Fund   C by C    
V. M0500S MANAGEMENT PROPOSALS — NON-SALARY COMP.        
M0501   Approve Stock Option Plan   C by C   C by C
M0503   Amend Stock Option Plan   C by C   C by C
M0504   Approve Incentive Stock Option Plan   C by C   C by C
M0506   Amend Incentive Stock Option Plan   C by C   C by C
M0507   Approve Restricted Stock Plan   C by C   C by C
M0509   Amend Restricted Stock Plan   C by C   C by C
M0510   Approve Employee Stock Purchase Plan   C by C   C by C
M0512   Amend Employee Stock Purchase Plan   C by C   C by C
M0522   Approve Omnibus Stock Plan   C by C   C by C
M0524   Amend Omnibus Stock Plan   C by C   C by C
M0525   Approve Non-Employee Director Stock Option Plan   C by C   C by C
M0526   Amend Non-Employee Director Stock Option Plan   C by C   C by C
M0527   Approve Non-Employee Director Restricted Stock Plan   C by C   C by C
M0528   Approve Stock Appreciation Rights Plan   C by C    
M0530   Amend Stock Appreciation Rights Plan   C by C    
M0534   Approve/Amend 401(k)/Savings Plan   C by C    
M0535   Approve/Amend Executive Incentive Bonus Plan   C by C    
M0537   Approve/Amend Supplemental Retirement Plan   C by C   For
M0538   Approve/Amend Deferred Compensation Plan   C by C    
M0540   Approve Employment Agreement   C by C    
M0541   Approve Stock/Cash Award to Executive   C by C    
M0543   Approve Executive Loans to Exercise Options   C by C    
M0546   Approve Executive Loans (Not for Options)   C by C    

 

D-246


Agenda Code and Description  

ISS

Policy

  Client
Policy
M0547   Company-Specific — Compensation-Related   C by C    
M0548   Approve Repricing of Options   C by C   C by C
M0550   Remuneration Report   C by C   DNV
M0550   Remuneration Report (Germany)   C by C   DNV
M0550   Remuneration Report (Sweden)   C by C   C by C
M0554   Approve Outside Director Stock Awards/Options in Lieu of Cash   C by C    
M0555   Approve Stock Option Plan Grants   C by C    
M0556   Approve Stock-for-Salary/Bonus Plan   C by C    
M0557   Approve Retirement Benefits for Nonexecutive Directors   C by C    
M0558   Approve/Amend Bundled Compensation Plans   C by C    
M0561   Approve/Amend Executive Stock Option Plan   C by C    
M0562   Approve/Amend Employee Savings-Related Share Purchase   C by C    
M0564   Approve/Amend Employment Agreements   C by C    
M0567   Approve Employee Stock Ownership Plan   C by C    
M0568   Approve/Amend Profit Sharing Plan   C by C    
M0580   Appoint Internal Statutory Auditor   C by C    
M0582   Approve Retirement Bonuses for Directors   C by C    
M0583   Approve Retirement Bonuses for Statutory Auditors   C by C    
M0584   Approve Retirement Bonuses for Directors and Statutory Auditors   C by C    
M0585   Approve Special Bonus for Family of Deceased Director   C by C    
M0586   Approve Special Bonus for Family of Deceased Statutory Auditor   C by C    
M0587   Approve Special Bonuses for Families of Deceased Directors and Statutory Auditors   C by C    
M0588   Approve Increase in Aggregate Compensation Ceiling for Directors   C by C    
M0589   Approve Increase in Aggregate Compensation Ceiling for Statutory Auditors   C by C    
M0590   Approve Increase in Aggregate Compensation Ceiling for Directors and Statutory Auditors   C by C    
M0591   Approve or Amend Option Plan for Overseas Employees   C by C    
M0592   Amend Terms of Outstanding Options   C by C    
M0593   Approve Share Plan Grant   C by C    

 

D-247


Agenda Code and Description  

ISS

Policy

  Client
Policy
M0594   Approve Financial Assistance in Connection with Stock Purchase/Stock Option Plan   C by C    
M0595   Amend Articles/Charter — Compensation-Related   C by C    
M0596   Approve Non-Employee Director Restricted Stock Plan   C by C    
M0597   Amend Non-Employee Director Restricted Stock Plan   C by C    
M0598   Approve Non-Employee Director Omnibus Plan   C by C    
M0599   Amend Non-Employee Director Omnibus Stock Plan   C by C    
    Transferable Stock Options Included in any New Option Plan   For   C by C
    One-time Transferable Stock Option Transfers   C by C   C by C
    Share-based Option Plans for TSXV Issuers (Canada)   C by C   C by C
    To Reduce Strike Price by Amount of Future Dividends (Finland)   C by C   C by C
    Matching Share plans (Sweden, Norway)   C by C   C by C
VI. M0600S MANAGEMENT PROPOSALS — ANTITAKEOVER RELATED        
M0601   Amend Articles/Bylaws/Charter to Include Antitakeover Provision(s)   Against    
M0602   Amend Articles/Bylaws/Charter to Remove Antitakeover Provision(s)   For    
M0603   Eliminate Right to Act by Written Consent   Against    
M0604   Provide Directors May Only Be Removed for Cause   Against    
M0605   Adopt or Increase Supermajority Vote Requirement for Amendments (up to 66  2 / 3 %)   Against    
M0606   Adopt or Increase Supermajority Vote Requirement for Mergers   Against    
M0607   Adopt or Increase Supermajority Vote Requirement for Removal of Directors   Against    
M0608   Reduce Supermajority Vote Requirement   For    
M0609   Adopt or Amend Shareholder Rights Plan (Poison Pill)   C by C    
M0611   Approve Control Share Acquisition   C by C    
M0612   Opt Out of State’s Control Share Acquisition Law   C by C    
M0613   Adopt Fair Price Provision   C by C    
M0614   Rescind Fair Price Provision   C by C    
M0617   Adjourn Meeting   C by C   C by C
M0618   Eliminate Right to Call Special Meeting   Against    
M0619   Restrict Right to Call Special Meeting   Against    

 

D-248


Agenda Code and Description  

ISS

Policy

  Client
Policy
M0621   Require Advance Notice for Shareholder Proposals/Nominations   C by C    
M0622   Consider Non-Financial Effects of Mergers   Against    
M0627   Permit Board to Amend Bylaws Without Shareholder Consent   Against    
M0629   Waive Control Share Acquisition Provision   C by C    
M0630   Renew Shareholder Rights Plan (Poison Pill)   C by C    
M0650   Adopt Double Voting Rights for Long-Term Registered Shareholders   Against    
M0651   Adopt Increased Dividends for Long-Term Registered Shareholders   Against    
M0652   Renew Partial Takeover Provision   C by C    
M0653   Authorize Board to Issue Shares in the Event of a Public Tender Offer or Share Exchange Offer   Against    
M0654   Authorize Board to Repurchase Shares in the Event of a Public Tender Offer or Share Exchange Offer   Against    
    Share Repurchase Program During Hostile takeover (France)   Against   Against
M0655   Allow Board to Use All Outstanding Capital Authorizations in the Event of a Public Tender Offer or Share Exchange   Against    
M0656   Create/Eliminate Special Share Held By Government   C by C    
M0657   Adopt New Articles/Charter — Privatization-Related   C by C    
M0658   Approve/Amend Stock Ownership Limitations   C by C    
M0659   Approve Reduction in Share Ownership Disclosure Threshold   C by C    
M0660   Amend Articles/Charter — Governance-Related   C by C    
M0661   Company-Specific — Governance-Related   C by C    
VII. S0100S SHAREHOLDER PROPOSALS — ROUTINE BUSINESS        
S0101   Rotate Annual Meeting Location   Against    
S0102   Change Date/Time of Annual Meeting   Against    
S0106   Initiate Payment of Cash Dividend   C by C    
S0107   Separate Chairman and CEO Positions   C by C   C by C
S0108   Liquidate Company Assets and Distribute Proceeds   C by C    
S0110   Establish Shareholder Advisory Committee   C by C    
S0115   Company-Specific — Miscellaneous   C by C    
S0118   Convert Closed-End Fund to Open-End Fund   C by C    

 

D-249


Agenda Code and Description  

ISS

Policy

  Client
Policy
VIII. S0200S SHAREHOLDER PROPOSALS — DIRECTOR RELATED        
S0201   Declassify the Board of Directors   For   C by C
S0202   Establish Term Limits for Directors   Against    
S0203   Establish a Nominating Committee   For    
S0204   Establish a Compensation Committee   For    
S0205   Establish Other Board Committee   C by C   C by C
S0207   Restore or Provide for Cumulative Voting   C by C    
S0209   Establish Director Stock Ownership Requirement   C by C    
S0211   Establish Mandatory Retirement Age for Directors   Against    
S0212   Require a Majority Vote for the Election of Directors   For   For
S0214   Remove Existing Directors   C by C    
S0215   Require Majority of Independent Directors on Board   For    
S0217   Provide for Special Interest Representation on Board   C by C    
S0219   Limit Composition of Committee(s) to Independent Directors   C by C    
S0220   Require Director Nominee Qualifications   C by C    
S0222   Company-Specific — Board-Related   C by C    
S0223   Require Directors Fees to be Paid in Stock   Against    
S0225   Change Size of Board of Directors   C by C    
S0227   Add Women and Minorities to the Board   C by C   C by C
S0230   Require Two Candidates for Each Board Seat   Against    
S0233   Amend Articles/Bylaws/Charter-Filling Vacancies   C by C    
S0234   Amend Articles/Bylaws/Charter-Removal of Directors   C by C    
S0235   Amend Articles/Bylaws/Charter-Call Special Meetings   C by C    
S0236   Amend Vote Requirements to Amend Articles/ Bylaws/Charter   C by C    
S0237   Amend Director/Officer Indemnification/Liability Provisions   C by C    
S0250   Elect a Shareholder-Nominee to the Board   C by C    
IX. S0300S SHAREHOLDER PROPOSALS — CORPORATE GOVERNANCE        
S0302   Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote   For   For
S0302   Submit Shareholder Rights Plan (Poison Pill) to Shareholder Vote (Japan)   C by C   C by C
S0304   Provide for Confidential Voting   For   C by C

 

D-250


Agenda Code and Description  

ISS

Policy

  Client
Policy
S0306   Submit Acquisition Offer(s) for Shareholder Vote   For   C by C
S0307   Restore Preemptive Rights of Shareholders   C by C    
S0311   Reduce Supermajority Vote Requirement   For    
S0318   Eliminate or Restrict Severance Agreements (Change-in-Control)   C by C    
S0319   Reincorporate in Another State [    ]   C by C    
S0320   Submit Preferred Stock Issuance to Vote   C by C    
S0321   Submit Severance Agreement (Change-in-Control) to Shareholder Vote   For   C by C
S0326   Amend Articles/Bylaws/Charter to Remove Antitakeover Provisions   For    
S0329   Eliminate Discretionary Voting of Unmarked Proxies   Against    
S0330   Eliminate Cumulative Voting   C by C    
S0332   Amend Terms of Existing Poison Pill   C by C    
S0350   Amend Articles to Limit the Bank’s Authority to Exercise Votes at AGMs as Proxy for Shareholders   C by C    
S0351   Initiate Special Investigation to Determine if the Bank Property Voted Proxies in the Previous Five Years   C by C    
S0352   Company-Specific — Governance-Related   C by C    
X. S0400S SHAREHOLDER PROPOSALS — SOCIAL / HUMAN RIGHTS        
S0411   MacBride Principles   C by C   AGT
S0414   ILO Standards   C by C    
S0415   Vendor Standards   C by C    
S0417   Workplace Code of Conduct   C by C    
S0420   Burma-Related   C by C    
S0424   Report on Maquiladora Operations   C by C   AGT
S0425   China Principles   C by C    
S0426   Human Rights-Related   C by C    
XI. S0500S SHAREHOLDER PROPOSALS - COMPENSATION        
S0501   Limit/Prohibit Awards to Executives   C by C    
S0506   Supplemental Executive Retirement Plan   C by C   C by C
S0507   Report on Executive Compensation   C by C    
S0508   Submit Executive Compensation to Vote   C by C    
S0509   Eliminate Outside Directors’ Retirement Benefits   For    

 

D-251


Agenda Code and Description  

ISS

Policy

  Client
Policy
S0510   Link Executive Compensation to Social Issues   C by C    
S0511   Company-Specific — Compensation-Related   C by C    
S0512   Performance-Based/Indexed Options   C by C   C by C
S0513   Put Repricing of Stock Options to Shareholder Vote   For    
S0514   Approve Option Expensing   C by C   For
S0517   Executive Compensation Advisory Proposed   C by C   C by C
S0520   Superior Pay-for-Performance   C by C   C by C
XII. S0600S SHAREHOLDER PROPOSALS — GENERAL ECONOMIC ISSUES        
S0602   Report on Bank Lending Policies   C by C   AGT
S0614   International Finance   C by C    
S0616   Adopt High-Performance Workplace Policy   C by C    
S0617   Hire Advisor to Maximize Shareholder Value   C by C    
S0618   Seek Sale of Company/Assets   C by C    
XIII. S0700S SHAREHOLDER PROPOSALS — HEALTH / ENVIRONMENT        
S0702   Advertising Standards   C by C   AGT
S0703   Tobacco-Related — Miscellaneous   C by C   C by C
S0704   Tobacco-Related — Prepare Report   C by C   C by C
S0706   Abortion-Related Activities   C by C    
S0708   Reduce or Eliminate Toxic Wastes or Emissions   C by C   AGT
S0709   Nuclear Power-Related   C by C   AGT
S0720   Alcohol-Related   C by C   AGT
S0725   Weapon-Related   C by C   AGT
S0726   Adopt Conservation Policy   C by C   AGT
S0727   Report on Foreign Military Sales/Defense Business   C by C   AGT
S0728   CERES Principles   C by C   AGT
S0729   Drug Pricing   C by C   AGT
S0730   Report on Environmental Policies   C by C   AGT
S0735   Health Care-Related   C by C   AGT
S0736   Genetically Modified Organisms (GMO)   C by C    
S0740   Environmental-Related — Miscellaneous   C by C    

 

D-252


Agenda Code and Description  

ISS

Policy

  Client
Policy
S0741   ANWR   C by C    
S0742   Global Warming   C by C    
S0742   Greenhouse Gas Emissions   C by C   C by C
XIV. S0800S SHAREHOLDER PROPOSALS — OTHER / MISC.        
S0805   Report on Government Service of Employees   C by C    
S0806   Charitable Contributions   C by C   AGT
S0807   Political Contributions/Activities   C by C   AGT
S0810   Company-Specific — Shareholder Miscellaneous   C by C    
S0812   EEOC-Related Activities   C by C   AGT
S0814   Glass Ceiling   C by C   AGT
S0999   Msc. Environment Issues   C by C   C by C
S0999   Lobbying Expenditures/Initiatives   C by C   C by C

 

D-253


PART C: OTHER INFORMATION

 

Item 23. Exhibits

 

(a)(1)

   Agreement and Declaration of Trust. 1

(a)(2)

   Amended and Restated Agreement and Declaration of Trust. 2

(a)(2)(i)

   Amendment No. 1 to the Amended and Restated Agreement and Declaration of Trust. 17

(a)(2)(ii)

   Amendment No. 2 to the Amended and Restated Agreement and Declaration of Trust. 23

(a)(3)

   Certificate of Trust. 1

(a)(4)

   Certificate of Amendment to the Certificate of Trust. 2

(b)(1)(i)

   By-Laws. 1

(c)(1)(ii)

   None, other than Exhibits (a)(2) and (b)(1)(i).

(d)

   Investment Advisory Contracts

(d)(1)(i)

   Investment Management Agreement between EQ Advisors Trust (“Trust”) and EQ Financial Consultants, Inc. (“EQFC”) dated April 14, 1997. 4

(d)(1)(ii)

   Amendment No. 1, dated December 9, 1997, to Investment Management Agreement between the Trust and EQFC dated April 14, 1997. 7

(d)(1)(iii)

   Amendment No. 2, dated as of December 31, 1998, to Investment Management Agreement between the Trust and EQFC dated April 14, 1997. 11

(d)(1)(iv)

   Form of Amendment No. 3, dated as of April 30, 1999, to Investment Management Agreement between the Trust and EQFC. 11

(d)(1)(v)

   Form of Amendment No. 4, dated as of August 30, 1999, to Investment Management Agreement between the Trust and EQFC. 12

(d)(1)(vi)

   Amended and Restated Investment Management Agreement, dated as of May 1, 2000, between the Trust and AXA Equitable Life Insurance Co. (formerly known as The Equitable Life Assurance Society of the United States) (“AXA Equitable”). 15

(d)(1)(vii)

   Revised Amendment No. 1, dated as of September 1, 2000, to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. 17

(d)(1)(viii)

   Amendment No. 2, dated as of September 1, 2001, to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. 20

(d)(1)(ix)

   Amendment No. 3, dated as of November 22, 2002 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. 23

 

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(d)(1)(x)

   Amendment No. 4, dated as of May 2, 2003 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. 26

(d)(1)(xi)

   Investment Management Agreement dated April 1, 2004 between the Trust and AXA Equitable with respect to the EQ/Enterprise Capital Appreciation Portfolio, EQ/Enterprise Deep Value Portfolio, EQ/MONY Equity Growth Portfolio, EQ/Enterprise Equity Income Portfolio, EQ/MONY Equity Income Portfolio, EQ/Enterprise Equity Portfolio, EQ/Enterprise Global Socially Responsive Portfolio, EQ/Enterprise Growth and Income Portfolio, EQ/Enterprise Growth Portfolio, EQ/Enterprise Mergers and Acquisitions Portfolio, EQ/Enterprise Multi-Cap Growth Portfolio, EQ/Enterprise Small Company Growth Portfolio, EQ/Enterprise Small Company Value Portfolio, EQ/Enterprise International Growth Portfolio, EQ/MONY Government Securities Portfolio, EQ/Enterprise High-Yield Bond Portfolio, EQ/MONY Intermediate Term Bond Portfolio, EQ/MONY Long Term Bond Portfolio, EQ/MONY Money Market Portfolio, EQ/Enterprise Short Duration Bond Portfolio, EQ/Enterprise Total Return Portfolio, EQ/MONY Diversified Portfolio and EQ/Enterprise Managed Portfolio (collectively, the “MONY Portfolios”). 34

(d)(1)(xii)

   Amendment No. 5 dated July 8, 2004 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. 31

(d)(1)(xiii)

   Amendment No. 6 dated October 25, 2004 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. 31

(d)(1)(xiv)

   Amendment No. 7 dated May 1, 2005 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. 33

(d)(1)(xv)

   Amendment No. 1 dated as of September 9, 2005 to the Investment Management Agreement between the Trust and AXA Equitable dated April 1, 2004 with respect to the MONY Portfolios. 36

(d)(1)(xvi)

   Amendment No. 8 dated September 30, 2005 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. 37

(d)(1)(xvii)

   Amendment No. 2 dated January 1, 2006, to the Investment Management Agreement between the Trust and AXA Equitable dated April 1, 2004 with respect to the MONY Portfolios. 38

(d)(1)(xviii)

   Amendment No. 9 dated August 1, 2006 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. 41

(d)(1)(xix)

   Amendment No. 3 dated August 1, 2006 to the Investment Management Agreement between the Trust and AXA Equitable dated April 1, 2004 with respect to the MONY Portfolios. 41

(d)(1)(xx)

   Amendment No. 10 dated May 1, 2007 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. 45

(d)(1)(xxi)

   Investment Management Agreement dated May 1, 2007 between the Trust and AXA Equitable with respect to the EQ/Franklin Templeton Founding Strategy Portfolio. 45

(d)(1)(xxii)

   Amendment No. 11 dated July 11, 2007 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. 46

 

C-2


(d)(1)(xxiii)

   Amendment No. 4 dated July 11, 2007 to the Investment Management Agreement between the Trust and AXA Equitable dated April 1, 2004 with respect to the MONY Portfolios. 46

(d)(1)(xxiv)

   Amendment No. 1 dated January 1, 2008 to the Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2007. 47

(d)(1)(xxv)

   Amendment No. 12 dated May 1, 2008 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. (filed herewith)

(d)(1)(xxvi)

   Amendment No. 1 dated                      , 2009 to the Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2007. (to be filed by amendment)

(d)(1)(xxvii)

   Amendment No. 13 dated December 1, 2008 to the Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. (filed herewith)

(d)(1)(xxviii)

   Amendment No. 14 dated January 1, 2009 to the Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000. (filed herewith)

(d)(2)

   Investment Advisory Agreement between EQFC and T. Rowe Price Associates, Inc. dated April 1997. 4

(d)(3)

   Investment Advisory Agreement between EQFC and Rowe Price-Fleming International, Inc. dated April 1997. 4

(d)(3)(i)

   Investment Advisory Agreement between AXA Equitable and T. Rowe Price International, Inc. dated August 8, 2000. 17

(d)(3)(ii)

   Investment Advisory Agreement between AXA Equitable and T. Rowe Price Associates, Inc. (“T. Rowe Price”) with respect to the EQ/T. Rowe Price Growth Stock Portfolio dated July 2, 2007. 48

(d)(3)(iii)

   Amendment No. 1 dated November 27, 2007 to the Investment Advisory Agreement between AXA Equitable and T. Rowe Price dated July 2, 2007. 48

(d)(4)

   Investment Advisory Agreement between EQFC and Putnam Investment Management, Inc. dated April 28, 1997. 4

(d)(4)(i)

   Amendment No. 1, dated as of May 21, 2001, to Investment Advisory Agreement between AXA Equitable and Putnam Investment Management, Inc. dated April 28, 1997. 20

(d)(4)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Putnam Investment Management, Inc. dated August 1, 2002. 23

(d)(4)(iii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Putnam Investment Management, LLC (“Putnam”) dated July 31, 2003. 26

(d)(4)(iv)

   Amendment No. 1, dated as of December 12, 2003, to Investment Advisory Agreement between AXA Equitable and Putnam dated July 31, 2003. 26

(d)(5)(i)

   Investment Advisory Agreement between EQFC and Massachusetts Financial Services Company (“MFS”) dated April 1997. 4

 

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(d)(5)(ii)

   Amendment No. 1, dated as of December 31, 1998, to Investment Advisory Agreement by and between EQFC and MFS dated April 1997. 11

(d)(5)(iii)

   Amendment No. 2, dated as of May 1, 2000, to Investment Advisory Agreement between AXA Equitable and MFS dated April 1997. 14

(d)(5)(iv)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and MFS (dba MFS Investment Management) (“MFSIM”) dated July 10, 2002. 23

(d)(5)(v)

   Amendment No. 1 dated November 22, 2002, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and MFSIM dated July 10, 2002. 23

(d)(5)(vi)

   Amendment No. 2, dated August 18, 2003, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and MFSIM dated July 10, 2002. 26

(d)(5)(vii)

   Amendment No. 3, dated July 25, 2005 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and MFSIM dated July 10, 2002. 38

(d)(5)(viii)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and MFSIM dated as of August 1, 2006. 44

(d)(5)(ix)

   Amendment No. 1, dated May 25, 2007 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and MFSIM dated as of August 1, 2006. 48

(d)(6)

   Investment Advisory Agreement between EQFC and Morgan Stanley Asset Management Inc. (“Morgan Stanley”) dated April 1997. 4

(d)(6)(i)

   Amendment No. 1, dated as of April 1, 2001, to Investment Advisory Agreement between AXA Equitable and Morgan Stanley dated April 1997. 20

(d)(6)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Morgan Stanley Investment Management (“MSIM”) dated July 10, 2002. 23

(d)(6)(iii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and MSIM dated July 31, 2003. 26

(d)(6)(iv)

   Amendment No. 1 dated May 1, 2005, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and MSIM dated July 31, 2003. 38

(d)(6)(v)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and MSIM dated August 1, 2006. 44

(d)(6)(vi)

   Amendment No. 1 dated July 2, 2007 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and MSIM dated August 1, 2006. 48

(d)(7)

   Investment Advisory Agreement between EQFC and Merrill Lynch Asset Management, L.P. dated April 1997. 4

(d)(7)(i)

   Investment Advisory Agreement between EQFC and Fund Asset Management (“FAM”) dated May 1, 2000. 17

 

C-4


(d)(7)(ii)

   Form of Amendment No. 1, dated as of May 21, 2001, to Investment Advisory Agreement between AXA Equitable and FAM dated May 1, 2000. 20

(d)(7)(iii)

   Amendment No. 2 dated as of December 6, 2001, to Investment Advisory Agreement between AXA Equitable and FAM dated May 1, 2000. 21

(d)(7)(iv)

   Amendment No. 3, dated as of August 18, 2003, to Investment Advisory Agreement between AXA Equitable and FAM dated May 1, 2000. 26

(d)(7)(v)

   Investment Advisory Agreement between AXA Equitable and Merrill Lynch Investment Managers International Limited dated December 12, 2003 with respect to the EQ/Mercury International Value Portfolio. 26

(d)(7)(vi)

   Amendment No. 4 dated as of December 2, 2005 to Investment Advisory Agreement between AXA Equitable and FAM dated May 1, 2000. 44

(d)(7)(vii)

   Amendment No. 5 dated as of August 24, 2006 to Investment Advisory Agreement between AXA Equitable and FAM dated May 1, 2000. 44

(d)(8)

   Investment Advisory Agreement between EQFC and Lazard Frères & Co. LLC (“Lazard”) dated December 9, 1997. 7

(d)(8)(i)

   Amendment No. 1, dated as of March 1, 2001, to Investment Advisory Agreement between AXA Equitable and Lazard dated December 9, 1997. 20

(d)(8)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Lazard (dba Lazard Asset Management) dated July 10, 2002. 23

(d)(8)(iii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Lazard Asset Management LLC (“Lazard”) dated July 31, 2003. 26

(d)(8)(iv)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Lazard dated August 18, 2003. 26

(d)(8)(v)

   Investment Advisory Agreement between AXA Equitable and Lazard dated May 5, 2005. 44

(d)(9)

   Investment Advisory Agreement between EQFC and J.P. Morgan Investment Management, Inc. (“J. P. Morgan”) dated December 9, 1997. 7

(d)(9)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and J.P. Morgan dated July 10, 2002. 23

(d)(9)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and J.P. Morgan dated July 31, 2003. 26

(d)(9)(iii)

   Amendment No. 1, dated December 13, 2004 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and J.P. Morgan dated July 31, 2003. 32

(d)(9)(iv)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and J.P. Morgan dated August 1, 2006. 44

 

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(d)(9)(v)

   Amendment No. 1 dated July 1, 2008 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and J.P. Morgan dated August 1, 2006. (filed herewith)

(d)(9)(vi)

   Amendment No. 2 dated January 15, 2009 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and J.P. Morgan dated August 1, 2006. (filed herewith)

(d)(10)

   Investment Advisory Agreement between EQFC and Credit Suisse Asset Management, LLC dated as of July 1, 1999. 12

(d)(11)

   Investment Advisory Agreement between EQFC and Evergreen Asset Management Corp. dated as of December 31, 1998. 11

(d)(11)(i)

   Amendment No. 1, dated as of May 21, 2001, to Investment Advisory Agreement between AXA Equitable and Evergreen Asset Management Corp. dated as of December 31, 1998. 21

(d)(11)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Evergreen Investment Management Company (“Evergreen”) dated as of July 31, 2003. 26

(d)(11)(iii)

   Amendment No. 1 dated September 30, 2005, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Evergreen dated as of July 31, 2003. 38

(d)(11)(iv)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and Evergreen dated August 1, 2006. 44

(d)(11)(v)

   Amendment No. 1 dated May 1, 2007 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and Evergreen dated August 1, 2006. 45

(d)(11)(vi)

   Investment Advisory Agreement dated May 1, 2007 between AXA Equitable, Evergreen and First International Advisors, LLC d/b/a Evergreen International Advisors (“Evergreen International”) 45

(d)(11)(vii)

   Investment Advisory Agreement dated October 28, 2008 by and between AXA Equitable and Evergreen. (filed herewith)

(d)(11)(viii)

   Investment Advisory Agreement dated October 28, 2008 by and between AXA Equitable and Evergreen International. (filed herewith)

(d)(12)(i)

   Form of Investment Advisory Agreement between EQFC and Alliance Capital Management L.P. (“Alliance”) dated as of May 1, 1999. 11

(d)(12)(ii)

   Amendment No. 1, dated as of October 18, 1999, to Investment Advisory Agreement by and between EQFC and Alliance dated as of May 1, 1999. 14

(d)(12)(iii)

   Amendment No. 2, dated as of May 1, 2000, to Investment Advisory Agreement by and between AXA Equitable and Alliance dated as of May 1, 1999. 15

(d)(12)(iv)

   Amendment No. 3, dated as of March 1, 2001, to Investment Advisory Agreement by and between AXA Equitable and Alliance dated as of May 1, 1999. 20

(d)(12)(v)

   Amendment No. 4, dated as of May 21, 2001, to Investment Advisory Agreement by and between AXA Equitable and Alliance dated May 1, 1999. 20

(d)(12)(vi)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Alliance dated as of December 5, 2001. 21

 

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(d)(12)(vii)

   Amendment No. 1 dated November 22, 2002 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Alliance dated December 5, 2001. 23

(d)(12)(viii)

   Interim Investment Advisory Agreement dated January 2, 2003 between AXA Equitable and Alliance with respect to EQ/Small Company Index Portfolio and EQ/International Equity Index Portfolio dated January 2, 2003. 23

(d)(12)(ix)

   Investment Advisory Agreement between AXA Equitable and Alliance dated May 1, 2003 with respect to the EQ/Small Company Index Portfolio. 26

(d)(12)(ix)(a)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Alliance dated August 1, 2006, with respect to the EQ/Small Company Index Portfolio. 44

(d)(12)(x)

   Amendment No. 2, dated August 18, 2003, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Alliance dated December 5, 2001. 26

(d)(12)(xi)

   Amendment No. 3, dated December 12, 2003, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Alliance dated December 5, 2001. 26

(d)(12)(xii)

   Amendment No. 4 dated June 16, 2005, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Alliance dated December 5, 2001. 44

(d)(12)(xiii)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and AllianceBernstein L.P. (“AllianceBernstein”) dated as of August 1, 2006. 44

(d)(12)(xiv)

   Amendment No. 1 dated June 22, 2007, to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and AllianceBernstein dated as of August 1, 2006. 48

(d)(12)(xv)

   Amendment No. 2 dated August 17, 2007, to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and AllianceBernstein dated as of August 1, 2006. 48

(d)(12)(xvi)

   Amendment No. 3 dated December 1, 2008 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and AllianceBernstein dated as of August 1, 2006. (filed herewith)

(d)(12)(xvii)

   Amendment No. 4 dated January 15, 2009 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and AllianceBernstein dated as of August 1, 2006. (filed herewith)

(d)(13)

   Investment Advisory Agreement between EQFC and Capital Guardian Trust Company (“Capital Guardian”) dated as of May 1, 1999. 11

(d)(13)(i)

   Amendment No. 1, dated as of May 1, 2000, to Investment Advisory Agreement between AXA Equitable and Capital Guardian dated May 1, 1999. 15

(d)(13)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Capital Guardian dated November 22, 2002. 23

 

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(d)(13)(iii)

   Amendment No. 1, dated as of August 18, 2003, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Capital Guardian dated as of November 22, 2002. 26

(d)(13)(iv)

   Form of Amendment No. 2, dated as of July 1, 2004, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Capital Guardian dated as of November 22, 2002. 33

(d)(13)(v)

   Amendment No. 3 dated December 13, 2004 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Capital Guardian dated as of November 22, 2002. 32

(d)(13)(vi)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and Capital Guardian dated as of August 1, 2006. 44

(d)(13)(vii)

   Amendment No. 1, dated May 25, 2007 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and Capital Guardian dated as of August 1, 2006. 48

(d)(13)(viii)

   Amendment No. 2, dated July 6, 2007 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and Capital Guardian dated as of August 1, 2006. 48

(d)(14)

   Investment Advisory Agreement between EQFC and Calvert Asset Management Company, Inc. (“Calvert”) dated as of August 30, 1999. 12

(d)(14)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Calvert dated July 10, 2002. 23

(d)(14)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Calvert dated as of July 31, 2003. 26

(d)(14)(iii)

   Amendment No. 1, dated June 13, 2005 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Calvert dated July 31, 2003. 36

(d)(14)(iv)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and Calvert, dated as of August 1, 2006. 44

(d)(15)

   Investment Advisory Agreement between EQFC and Brown Capital Management (“Brown”) dated as of August 30, 1999. 12

(d)(15)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Brown dated as of July 10, 2002. 23

(d)(15)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Brown dated as of July 31, 2003. 26

(d)(16)

   Investment Advisory Agreement between EQFC and Bankers Trust Company dated as of December 9, 1997. 7

 

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(d)(16)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Deutsche Asset Management, Inc. (“Deutsche”) dated as of July 10, 2002. 23

(d)(17)

   Investment Advisory Agreement among AXA Equitable, Prudential Investments Fund Management LLC (“Prudential Investments”) and Jennison Associates LLC (“Jennison”) dated as of May 12, 2000. 16

(d)(17)(i)

   Investment Advisory Agreement between AXA Equitable and Jennison dated as of July 10, 2002. 23

(d)(18)

   Investment Advisory Agreement between AXA Equitable and American Express Financial Corporation (“American Express”) dated as of September 1, 2000. 17

(d)(19)

   Investment Advisory Agreement between AXA Equitable and Fidelity Management & Research Company (“Fidelity”) dated as of July 24, 2000. 17

(d)(19)(i)

   Amendment No. 1 dated as of November 1, 2002, to Investment Advisory Agreement between AXA Equitable and Fidelity dated July 24, 2000. 23

(d)(19)(ii)

   Amendment No. 2 dated as of March 1, 2004 to Investment Advisory Agreement between AXA Equitable and Fidelity dated July 24, 2000. 27

(d)(19)(iii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Fidelity, dated as of August 1, 2006. 44

(d)(19)(iv)

   Amendment No. 1, dated May 17, 2007 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Fidelity, dated as of August 1, 2006. 48

(d)(20)

   Investment Advisory Agreement between AXA Equitable and Janus Capital Corporation dated as of September 1, 2000. 17

(d)(20)(i)

   Amendment No. 1 dated as of January 2, 2002 to Investment Advisory Agreement between AXA Equitable and Janus Capital Corporation dated as of September 1, 2000. 21

(d)(20)(ii)

   Investment Advisory Agreement between AXA Equitable and Janus Capital Management LLC (“Janus”) dated as of April 3, 2002. 22

(d)(20)(iii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Janus, dated August 1, 2006. 44

(d)(20)(iv)

   Amendment No. 1, dated June 22, 2007 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Janus, dated August 1, 2006. 48

(d)(21)

   Investment Advisory Agreement between AXA Equitable and Provident Investment Counsel (“Provident”) dated as of February 1, 2001. 18

(d)(22)

   Investment Advisory Agreement between AXA Equitable and Marsico Capital Management, LLC, (“Marsico”) dated as of February 1, 2001. 18

(d)(22)(i)

   Amendment No. 1, dated as of September 1, 2001, to the Investment Advisory Agreement between AXA Equitable and Marsico dated as of February 1, 2001. 20

 

C-9


(d)(22)(ii)

   Amendment No. 2, dated as of August 18, 2003, to the Investment Advisory Agreement between AXA Equitable and Marsico dated September 1, 2001. 26

(d)(22)(iii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Marsico dated July 9, 2004. 31

(d)(22)(iv)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and Marsico dated August 1, 2006. 44

(d)(22)(v)

   Investment Advisory Agreement between AXA Equitable and Marsico on behalf of MarketPLUS Large Cap Growth Portfolio dated May 25, 2007. 48

(d)(22)(vi)

   Amendment No. 1, dated November 8, 2007, to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and Marsico dated August 1, 2006. 48

(d)(22)(vii)

   Amendment No. 1, dated November 8, 2007, to the Investment Advisory Agreement between AXA Equitable and Marsico on behalf of MarketPLUS Large Cap Growth Portfolio dated May 25, 2007. 48

(d)(22)(viii)

   Investment Advisory Agreement between AXA Equitable and Marsico on behalf of EQ/Marsico Focus Portfolio dated December 14, 2007. 48

(d)(22)(ix)

   Investment Advisory Agreement between AXA Equitable and Marsico on behalf of MarketPLUS Large Cap Growth Portfolio dated December 14, 2007. 48

(d)(22)(x)

   Amendment No. 1 dated May 1, 2008 to the Investment Advisory Agreement between AXA Equitable and Marsico on behalf of EQ/Marsico Focus Portfolio dated December 14, 2007. filed herewith)

(d)(22)(xi)

   Amendment No. 1 dated May 1, 2008 to the Investment Advisory Agreement between AXA Equitable and Marsico on behalf of EQ/Large Cap Growth PLUS Portfolio (formerly MarketPLUS Large Cap Growth Portfolio) dated December 14, 2007. (filed herewith)

(d)(23)

   Investment Advisory Agreement between AXA Equitable and Pacific Investment Management Company LLC (“PIMCO”) dated July 15, 2002. 23

(d)(23)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and PIMCO dated July 9, 2004. 31

(d)(23)(ii)

   Amendment No. 1 dated December 1, 2005 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and PIMCO dated July 9, 2004. 38

(d)(23)(iii)

   Second Amended and Restated Investment Advisory Agreement between AXA Equitable and PIMCO, dated August 1, 2006. 44

(d)(23)(iv)

   Amendment No. 1 dated July 1, 2008 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and PIMCO dated as of August 1, 2006. (filed herewith)

(d)(24)

   Investment Advisory Agreement between AXA Equitable and Dresdner RCM Global Investors LLC (“RCM”) dated December 12, 2003. 26

 

C-10


(d)(25)

   Investment Advisory Agreement between AXA Equitable and Firsthand Capital Management, Inc. (“Firsthand”) dated December 12, 2003. 26

(d)(26)

   Investment Advisory Agreement between AXA Equitable and Wellington Management Company, LLP (“Wellington Management”) dated December 12, 2003. 26

(d)(26)(ii)

   Investment Advisory Agreement between AXA Equitable and Wellington Management dated July 9, 2004. 31

(d)(26)(iii)

   Investment Advisory Agreement between AXA Equitable and Wellington Management dated May 25, 2007. 48

(d)(26)(iv)

   Amendment No. 1 dated May 1, 2008 to the Investment Advisory Agreement between AXA Equitable and Wellington Management dated May 25, 2007. (filed herewith)

(d)(27)

   Investment Advisory Investment Advisory Agreement between AXA Equitable and Boston Advisors, Inc. dated July 9, 2004. 31

(d)(27)(i)

   Amendment No. 1 dated as of December 1, 2004, to the Investment Advisory Agreement between AXA Equitable and Boston Advisors, Inc. dated July 9, 2004. 38

(d)(27)(ii)

   Amendment No. 2 dated as of June 16, 2005 to the Investment Advisory Agreement between AXA Equitable and Boston Advisors, Inc. dated as of July 9, 2004. 38

(d)(27)(iii)

   Amendment No. 3 dated as of September 9, 2005 to the Investment Advisory Agreement between AXA Equitable and Boston Advisors, Inc. dated July 9, 2004. 38

(d)(27)(iv)

   Investment Advisory Agreement between AXA Equitable and Boston Advisors, Inc. dated December 2, 2005. 38

(d)(27)(v)

   Investment Advisory Agreement between AXA Equitable and Boston Advisors, LLC (“Boston Advisors”) dated April 1, 2006. 44

(d)(28)

   Investment Advisory Agreement between AXA Equitable and Caywood-Scholl Capital Management (“Caywood-Scholl”) dated July 9, 2004. 31

(d)(28)(i)

   Amendment No. 1, dated as of December 1, 2005 to the Investment Advisory Agreement between AXA Equitable and Caywood-Scholl dated July 9, 2004. 38

(d)(28)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Caywood-Scholl, dated as of August 1, 2006. 44

(d)(29)

   Investment Advisory Agreement between AXA Equitable and Fred Alger Management, Inc. (“Alger Management”) dated July 9, 2004. 31

(d)(30)

   Investment Advisory Agreement between AXA Equitable and GAMCO Investors, Inc. (“GAMCO”) dated July 9, 2004. 31

(d)(30)(i)

   Amendment No. 1 dated as of December 1, 2005 to the Investment Advisory Agreement between AXA Equitable and GAMCO dated July 9, 2004. 38

 

C-11


(d)(30)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and GAMCO Asset Management, Inc. (“GAMCO”) dated August 2, 2006. 44

(d)(31)

   Investment Advisory Agreement between AXA Equitable and MONY Capital, Inc. (“MONY Capital”) dated July 9, 2004. 31

(d)(32)

   Investment Advisory Agreement between AXA Equitable and Montag & Caldwell, Inc. (“Montag”) dated July 9, 2004. 31

(d)(32)(i)

   Amendment No. 1 dated as of December 13, 2004 to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Montag dated July 9, 2004. 32

(d)(32)(ii)

   Amendment No. 2 dated as of December 1, 2005 to the Investment Advisory Agreement between AXA Equitable and Montag dated July 9, 2004. 48

(d)(32)(iii)

   Investment Advisory Agreement between AXA Equitable and Montag dated October 24, 2007. 48

(d)(32)(iv)

   Investment Advisory Agreement between AXA Equitable and Montag dated March 31, 2008. 49

(d)(32)(v)

   Investment Advisory Agreement between AXA Equitable and Montag dated September 28, 2008. (filed herewith)

(d)(32)(vi)

   Investment Advisory Agreement between AXA Equitable and Montag dated October 5, 2008. (filed herewith)

(d)(32)(vii)

   Investment Advisory Agreement between AXA Equitable and Montag dated December 4, 2008. (filed herewith)

(d)(33)

   Investment Advisory Agreement between AXA Equitable and Rockefeller & Co., Inc. (“Rockefeller”) dated July 9, 2004. 31

(d)(34)

   Investment Advisory Agreement between AXA Equitable and SSgA Funds Management, Inc. (“SSgA FM”) dated July 9, 2004. 31

(d)(34)(i)

   Investment Advisory Agreement between AXA Equitable and SSgA FM dated December 1, 2008. (filed herewith)

(d)(34)(ii)

   Amendment No. 1, effective as of January 1, 2009 to the Investment Advisory Agreement between AXA Equitable and SSgA FM dated December 1, 2008. (filed herewith)

(d)(35)

   Investment Advisory Agreement between AXA Equitable and TCW Investment Management Company (“TCW”) dated July 9, 2004. 31

(d)(35)(i)

   Amendment No. 1 dated December 1, 2005 to the Investment Advisory Agreement between AXA Equitable and TCW dated July 9, 2004. 38

(d)(35)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and TCW, dated August 1, 2006. 44

(d)(36)

   Investment Advisory Agreement between AXA Equitable and UBS Global Asset Management (Americas) Inc. (“UBS”) dated July 9, 2004. 31

(d)(36)(i)

   Amendment No. 1 dated as of December 1, 2005 to the Investment Advisory Agreement between AXA Equitable and UBS dated July 9, 2004. 38

 

C-12


(d)(36)(ii)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and UBS dated August 1, 2006. 44

(d)(37)

   Investment Advisory Agreement between AXA Equitable and William D. Witter, Inc. (“William Witter”) dated July 9, 2004. 31

(d)(38)

   Investment Advisory Agreement between AXA Equitable Life Insurance Company (“AXA Equitable”) and Wells Capital Management (“Wells Capital”) dated October 1, 2004. 31

(d)(38)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Wells Capital, dated August 1, 2006. 44

(d)(38)(ii)

   Amendment No. 1 dated as of December 1, 2006, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Wells Capital, dated August 1, 2006. 44

(d)(38)(iii)

   Amendment No. 2 dated as of May 25, 2007, to the Amended and Restated Investment Advisory Agreement between AXA Equitable and Wells Capital, dated August 1, 2006. 48

(d)(39)

   Investment Advisory Agreement between AXA Equitable and Bear Stearns Asset Management, Inc. (“Bear Stearns”) dated December 13, 2004. 32

(d)(39)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Bear Stearns dated August 1, 2006. 44

(d)(40)

   Investment Advisory Agreement between AXA Equitable and Lord, Abbett & Co. LLC (“Lord Abbett”) dated May 1, 2005. 34

(d)(41)

   Investment Advisory Agreement between AXA Equitable and The Dreyfus Corporation (“Dreyfus”) dated June 16, 2005. 36

(d)(41)(i)

   Amendment No. 1, dated June 22, 2007, to the Investment Advisory Agreement between AXA Equitable and Dreyfus dated June 16, 2005. 48

(d)(42)

   Investment Advisory Agreement between AXA Equitable and Bridgeway Capital Management, Inc. (“Bridgeway”) dated June 13, 2005. 36

(d)(42)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Bridgeway dated as of August 1, 2006. 44

(d)(43)

   Investment Advisory Agreement between AXA Equitable and Ariel Capital Management, LLC (“Ariel”) dated September 30, 2005. 38

(d)(44)

   Investment Advisory Agreement between AXA Equitable and Legg Mason Funds Management, Inc. (“Legg Mason”) dated September 30, 2005. 38

(d)(45)

   Investment Advisory Agreement between AXA Equitable and AXA Rosenberg Investment Management, LLC (“AXA Rosenberg”) dated August 1, 2006. 44

(d)(46)

   Investment Advisory Agreement between AXA Equitable and Davis Selected Advisers, L.P. (“Davis”) dated August 1, 2006. 41

 

C-13


(d)(47)

   Investment Advisory Agreement between AXA Equitable and Franklin Advisory Services, LLC (“Franklin”) dated September 15, 2006. 44

(d)(47)(i)

   Amendment No. 1, dated as of June 22, 2007, to the Investment Advisory Agreement between AXA Equitable and Franklin dated September 15, 2006. 48

(d)(48)

   Investment Advisory Agreement between AXA Equitable and Franklin Mutual Advisers, LLC (“Franklin Mutual”) dated September 15, 2006. 44

(d)(49)

   Investment Advisory Agreement between AXA Equitable and OppenheimerFunds, Inc. (“Oppenheimer”) dated August 1, 2006. 44

(d)(50)

   Investment Advisory Agreement between AXA Equitable and Templeton Global Advisors Limited (“Templeton”) dated September 15, 2006. 44

(d)(50)(i)

   Amendment No. 1, dated as of June 22, 2007, to the Investment Advisory Agreement between AXA Equitable and Templeton dated September 15, 2006. 48

(d)(51)

   Investment Advisory Agreement between AXA Equitable and Franklin Advisers, Inc. (“Franklin Advisers”) dated September 15, 2006. 44

(d)(51)(i)

   Amendment No. 1, dated as of June 22, 2007, to the Investment Advisory Agreement between AXA Equitable and Franklin Advisers dated as of September 15, 2006. 48

(d)(52)

   Investment Advisory Agreement between AXA Equitable and Standish Mellon Asset Management Company, LLC (“Standish”) dated August 1, 2006. 41

(d)(52)(i)

   Amended and Restated Investment Advisory Agreement between AXA Equitable and Standish dated as of July 11, 2007. 48

(d)(53)

   Investment Advisory Agreement between AXA Equitable and BlackRock Financial Management, Inc. (“BlackRock Financial”), dated as of October 1, 2006. 44

(d)(53)(i)

   Amendment No. 1 dated as of July 1, 2008, to the Investment Advisory Agreement between AXA Equitable and BlackRock Financial dated as of October 1, 2006. (filed herewith)

(d)(54)

   Investment Advisory Agreement between AXA Equitable and BlackRock Investment Management LLC (“BlackRock Investment”), dated as of October 1, 2006. 44

(d)(54)(i)

   Amendment No. 1, dated as of July 11, 2007, to the Investment Advisory Agreement between AXA Equitable and BlackRock Investment dated as of October 1, 2006. 48

(d)(54)(ii)

   Amendment No. 2 dated as of July 1, 2008, to the Investment Advisory Agreement between AXA Equitable and BlackRock Investment dated as of October 1, 2006. (filed herewith)

(d)(55)

   Investment Advisory Agreement between AXA Equitable and BlackRock Investment Management International Limited (“BlackRock International”), dated as of October 1, 2006. 44

(d)(55)(i)

   Amendment No. 1, dated as of July 11, 2007, to the Investment Advisory Agreement between AXA Equitable and BlackRock International dated as of October 1, 2006. 48

 

C-14


(d)(55)(ii)

   Amendment No. 2 dated as of July 1, 2008, to the Investment Advisory Agreement between AXA Equitable and BlackRock International dated as of October 1, 2006. (filed herewith)

(d)(56)

   Investment Advisory Agreement between AXA Equitable and Eagle Asset Management, Inc. (“Eagle”), dated as of December 11, 2006. 44

(d)(57)

   Investment Advisory Agreement between AXA Equitable and Institutional Capital LLC (“ICAP”) dated May 25, 2007. 48

(d)(57)(i)

   Amendment No. 1 dated June 22, 2007 to the Investment Advisory Agreement between AXA Equitable and ICAP dated May 25, 2007. (filed herewith)

(d)(57)(ii)

   Amendment No. 2 dated as of May 1, 2008, to the Investment Advisory Agreement between AXA Equitable and ICAP dated May 25, 2007. (filed herewith)

(d)(58)

   Investment Advisory Agreement between AXA Equitable and Mellon Equity Associates (“Mellon Equity”) dated May 25, 2007. 48

(d)(58)(i)

   Amendment No. 1 dated May 1, 2008 to the Investment Advisory Agreement between AXA Equitable and Mellon Capital Management Corporation (formerly Mellon Equity) (“Mellon Capital”) dated May 25, 2007. (filed herewith)

(d)(59)

   Investment Advisory Agreement between AXA Equitable and Wentworth Hauser and Violich, Inc. (“Wentworth Hauser”) dated May 1, 2007. 48

(d)(59)(i)

   Amendment No. 1 dated May 1, 2008 to the Investment Advisory Agreement between AXA Equitable and Wentworth Hauser dated May 1, 2007. (filed herewith)

(d)(60)

   Amended and Restated Investment Advisory Agreement between AXA Equitable, Wentworth Hauser and Hirayama Investments, LLC (“Hirayama Investments”) dated as of December 1, 2008. (filed herewith)

(e)

   Underwriting Contracts

(e)(1)(i)

   Distribution Agreement between the Trust and EQFC with respect to the Class IA shares dated April 14, 1997. 4

(e)(1)(ii)

   Amendment No. 1, dated December 9, 1997, to the Distribution Agreement between the Trust and EQFC with respect to the Class IA shares dated April 14, 1997. 7

(e)(1)(iii)

   Amendment No. 2, dated as of December 31, 1998, to the Distribution Agreement between the Trust and EQFC with respect to the Class IA shares dated April 14, 1997. 11

(e)(1)(iv)

   Form of Amendment No. 3, dated as of April 14, 1999, to the Distribution Agreement between the Trust and EQFC with respect to the Class IA shares dated April 14, 1997. 11

(e)(1)(v)

   Amendment No. 4, dated as of August 30, 1999, to the Distribution Agreement between the Trust and EQFC with respect to the Class IA shares dated April 14, 1997. 14

(e)(1)(vi)

   Amendment No. 5, dated as of May 1, 2000, to the Distribution Agreement between the Trust and AXA Advisors, LLC (“AXA Advisors”) with respect to the Class IA shares dated April 14, 1997. 14

 

C-15


(e)(1)(vii)

   Revised Amendment No. 6, dated as of September 1, 2000, to the Distribution Agreement between the Trust and AXA Advisors with respect to the Class IA shares, dated as of April 14, 1997. 17

(e)(1)(viii)

   Amendment No. 7, dated as of September 1, 2001, to the Distribution Agreement between the Trust and AXA Advisors with respect to the Class IA shares, dated as of April 14, 1997. 20

(e)(2)(i)

   Distribution Agreement between the Trust and EQFC with respect to the Class IB shares dated April 14, 1997. 4

(e)(2)(ii)

   Amendment No. 1, dated December 9, 1997, to the Distribution Agreement between the Trust and EQFC with respect to the Class IB shares dated April 14, 1997. 7

(e)(2)(iii)

   Amendment No. 2, dated as of December 31, 1998, to the Distribution Agreement between the Trust and EQFC with respect to the Class IB shares dated April 14, 1997. 11

(e)(2)(iv)

   Form of Amendment No. 3, dated as of April 14, 1999, to the Distribution Agreement between the Trust and EQFC with respect to the Class IB shares dated April 14, 1997. 11

(e)(2)(v)

   Amendment No. 4, dated as of August 30, 1999, to the Distribution Agreement between the Trust and EQFC with respect to the Class IB shares dated April 14, 1997. 14

(e)(2)(vi)

   Amendment No. 5, dated as of May 1, 2000, to the Distribution Agreement between the Trust and AXA Advisors with respect to the Class IB shares dated April 14, 1997. 14

(e)(2)(vii)

   Revised Amendment No. 6, dated as of September 1, 2000, to the Distribution Agreement between the Trust and AXA Advisors with respect to the Class IB shares dated April 14, 1997. 17

(e)(2)(viii)

   Amendment No. 7, dated as of September 1, 2001, to the Distribution Agreement between the Trust and AXA Advisors with respect to the Class IB shares dated April 14, 1997. 20

(e)(3)(i)

   Distribution Agreement between the Trust and Equitable Distributors, Inc. (“EDI”) with respect to the Class IA shares dated April 14, 1997. 4

(e)(3)(ii)

   Amendment No. 1, dated December 9, 1997, to the Distribution Agreement between the Trust and EDI with respect to the Class IA shares dated April 14, 1997. 7

(e)(3)(iii)

   Amendment No. 2, dated as of December 31, 1998, to the Distribution Agreement between the Trust and EDI with respect to the Class IA shares dated April 14, 1997. 11

(e)(3)(iv)

   Form of Amendment No. 3, dated as of April 14, 1999, to the Distribution Agreement between the Trust and EDI with respect to the Class IA shares dated April 14, 1997. 11

(e)(3)(v)

   Amendment No. 4, dated as of August 30, 1999, to the Distribution Agreement between the Trust and EDI with respect to the Class IA shares dated April 14, 1997. 14

(e)(3)(vi)

   Amendment No. 5, dated as of May 1, 2000, to the Distribution Agreement between the Trust and EDI with respect to the Class IA shares dated April 14, 1997. 14

(e)(3)(vii)

   Revised Amendment No. 6, dated as of September 1, 2000, to the Distribution Agreement between the Trust and EDI with respect to the Class IA shares dated April 14, 1997. 17

 

C-16


(e)(3)(viii)

   Amendment No. 7, dated as of September 1, 2001, to the Distribution Agreement between the Trust and EDI with respect to the Class IA shares dated April 14, 1997. 20

(e)(4)(i)

   Distribution Agreement between the Trust and EDI with respect to the Class IB shares dated April 14, 1997. 4

(e)(4)(ii)

   Amendment No. 1, dated December 9, 1997, to the Distribution Agreement between the Trust and EDI with respect to the Class IB shares dated April 14, 1997. 7

(e)(4)(iii)

   Amendment No. 2, dated as of December 31, 1998, to the Distribution Agreement between the Trust and EDI with respect to the Class IB shares dated April 14, 1997. 11

(e)(4)(iv)

   Form of Amendment No. 3, dated as of April 14, 1999, to the Distribution Agreement between the Trust and EDI with respect to the Class IB shares dated April 14, 1997. 11

(e)(4)(v)

   Amendment No. 4, dated as of August 30, 1999, to the Distribution Agreement between the Trust and EDI with respect to the Class IB shares dated April 14, 1997. 14

(e)(4)(vi)

   Amendment No. 5, dated as of May 1, 2000, to the Distribution Agreement between the Trust and EDI with respect to the Class IB shares dated April 14, 1997. 14

(e)(4)(vii)

   Revised Amendment No. 6, dated as of September 1, 2000, to the Distribution Agreement between the Trust and EDI with respect to Class IB shares dated as of April 14, 1997. 17

(e)(4)(viii)

   Amendment No. 7, dated as of September 1, 2001, to the Distribution Agreement between the Trust and EDI with respect to Class IB shares dated as of April 14, 1997. 20

(e)(5)(i)

   Distribution Agreement dated as of January 2, 2002, between the Trust and AXA Distributors, LLC (“AXA Distributors”) with respect to the Class IA shares. 21

(e)(5)(ii)

   Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as July 15, 2002 with respect to Class IA shares. 23

(e)(5)(iii)

   Amendment No. 1, dated May 2, 2003, to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors, dated as of July 15, 2002 with respect to Class IA shares. 26

(e)(5)(iv)

   Amendment No. 2, dated July 8, 2004, to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors, dated as of July 15, 2002 with respect to Class IA shares. 31

(e)(5)(v)

   Amendment No. 3, dated October 1, 2004 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors, dated as of July 15, 2002 with respect to Class IA shares. 31

(e)(5)(vi)

   Amendment No. 4, dated May 1, 2005 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IA shares. 33

 

C-17


(e)(5)(vii)

   Amendment No. 5 dated September 30, 2005 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IA shares. 37

(e)(5)(viii)

   Amendment No. 6 dated August 1, 2006 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IA shares. 41

(e)(5)(ix)

   Amendment No. 7 dated May 1, 2007 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IA shares. 45

(e)(5)(x)

   Amendment No. 8 dated July 11, 2007 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IA shares. 46

(e)(5)(xi)

   Amendment No. 9 dated January 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IA shares. 47

(e)(5)(xii)

   Amendment No. 10 dated May 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IA shares. (filed herewith)

(e)(5)(xiii)

   Amendment No. 11 dated                      , 2009 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IA shares. (to filed be filed by amendment)

(e)(6)(i)

   Distribution Agreement dated as of January 2, 2002, between the Trust and AXA Distributors with respect to the Class IB shares. 21

(e)(6)(ii)

   Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares. 23

(e)(6)(iii)

   Amendment No. 1, dated May 2, 2003, to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors, dated as of July 15, 2002 with respect to Class IB shares. 26

(e)(6)(iv)

   Amendment No. 2, dated July 8, 2004, to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors, dated as of July 15, 2002 with respect to Class IB shares. 31

(e)(6)(v)

   Amendment No. 3, dated October 1, 2004 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors, dated as of July 15, 2002 with respect to Class IB shares. 31

(e)(6)(vi)

   Amendment No. 4, dated May 1, 2005to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares. 33

 

C-18


(e)(6)(vii)

   Amendment No. 5, dated September 30, 2005 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares. 37

(e)(6)(viii)

   Amendment No. 6 dated August 1, 2006 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares. 41

(e)(6)(ix)

   Amendment No. 7 dated May 1, 2007 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares. 45

(e)(6)(x)

   Amendment No. 8 dated July 11, 2007 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares. 46

(e)(6)(xi)

   Amendment No. 9 dated January 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares. 47

(e)(6)(xii)

   Amendment No. 10 dated May 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares. (filed herewith)

(e)(6)(xiii)

   Amendment No. 11 dated                      , 2009 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares. (to be filed by amendment)

(e)(7)(i)

   Distribution Agreement between the Trust and AXA Advisors, dated as of July 15, 2002, with respect to Class IA shares. 23

(e)(7)(ii)

   Amendment No. 1, dated May 2, 2003, to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors, dated as of July 15, 2002 with respect to Class IA shares. 26

(e)(7)(iii)

   Amendment No. 2, dated July 8, 2004 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors, dated July 15, 2002 with respect to Class IA shares. 31

(e)(7)(iv)

   Amendment No. 3, dated October 1, 2004, to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors, dated July 15, 2002 with respect to Class IA shares. 31

(e)(7)(v)

   Amendment No. 4 dated May 1, 2005 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated July 15, 2002 with respect to Class IA shares. 33

(e)(7)(vi)

   Amendment No. 5 dated September 30, 2005 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated July 15, 2002 with respect to Class IA shares. 37

(e)(7)(vii)

   Amendment No. 6 dated August 1, 2006 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated July 15, 2002 with respect to Class IA shares. 41

 

C-19


(e)(7)(viii)

   Amendment No. 7 dated May 1, 2007 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated July 15, 2002 with respect to Class IA shares. 45

(e)(7)(ix)

   Amendment No. 8 dated July 11, 2007 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IA shares. 46

(e)(7)(x)

   Amendment No. 9 dated January 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IA shares. 47

(e)(7)(xi)

   Amendment No. 10 dated May 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IA shares. (filed herewith)

(e)(7)(xii)

   Amendment No. 11 dated                      , 2009 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IA shares. (to be filed by amendment)

(e)(8)(i)

   Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002, with respect to Class IB shares. 23

(e)(8)(ii)

   Amendment No. 1, dated May 2, 2003, to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors, dated as of July 15, 2002 with respect to Class IB shares. 26

(e)(8)(iii)

   Amendment No. 2, dated July 8, 2004 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors, dated July 15, 2002 with respect to Class IB shares. 31

(e)(8)(iv)

   Amendment No. 3, dated October 1, 2004, to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors, dated July 15, 2002 with respect to Class IB shares. 31

(e)(8)(v)

   Amendment No. 4 dated May 1, 2005 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated July 15, 2002 with respect to Class IB shares. 33

(e)(8)(vi)

   Amendment No. 5 dated September 30, 2005 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated July 15, 2002 with respect to Class IB shares. 37

(e)(8)(vii)

   Amendment No. 6 dated August 1, 2006 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated July 15, 2002 with respect to Class IB shares. 41

(e)(8)(viii)

   Amendment No. 7 dated May 1, 2007 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated July 15, 2002 with respect to Class IB shares. 45

(e)(8)(ix)

   Amendment No. 8 dated July 11, 2007 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IB shares. 46

 

C-20


(e)(8)(x)

   Amendment No. 9 dated January 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IB shares. 47

(e)(8)(xi)

   Amendment No. 10 dated May 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IB shares. (filed herewith)

(e)(8)(xii)

   Amendment No. 11 dated                      , 2009 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IB shares. (to be filed by amendment)

(e)(9)(i)

   Distribution Agreement between the Trust and AXA Advisors, dated as of July 1, 2004 with respect to the Class IA shares of the MONY Portfolios. 31

(e)(9)(ii)

   Amendment No. 1 dated July 11, 2007 to the Distribution Agreement between the Trust and AXA Advisors, dated as of July 1, 2004 with respect to the Class IA shares of the MONY Portfolios. 46

(e)(10)(i)

   Distribution Agreement between the Trust and AXA Advisors, dated as of July 1, 2004 with respect to the Class IB shares of the MONY Portfolios. 31

(e)(10)(ii)

   Amendment No. 1 dated July 11, 2007 to the Distribution Agreement between the Trust and AXA Advisors, dated as of July 1, 2004 with respect to the Class IB shares of the MONY Portfolios. 46

(e)(11)(i)

   Distribution Agreement between the Trust and AXA Distributors, dated as of July 1, 2004 with respect to the Class IA shares of the MONY Portfolios. 31

(e)(11)(ii)

   Amendment No. 1 dated July 11, 2007 to the Distribution Agreement between the Trust and AXA Distributors, dated as of July 1, 2004 with respect to the Class IA shares of the MONY Portfolios. 46

(e)(12)(i)

   Distribution Agreement between the Trust and AXA Distributors, dated as of July 1, 2004 with respect to the Class IB shares of the MONY Portfolios. 31

(e)(12)(ii)

   Amendment No. 1 dated July 11, 2007 to the Distribution Agreement between the Trust and AXA Distributors, dated as of July 1, 2004 with respect to the Class IB shares of the MONY Portfolios. 46

(f)

   Form of Deferred Compensation Plan. 3

(g)

   Custodian Agreements

(g)(1)(i)

   Custodian Agreement between the Trust and The Chase Manhattan Bank dated April 17, 1997 and Global Custody Rider. 4

(g)(1)(ii)

   Amendment No. 1, dated December 9, 1997, to the Custodian Agreement between the Trust and The Chase Manhattan Bank dated April 17, 1997. 7

 

C-21


(g)(1)(iii)

   Amendment No. 2, dated as of December 31, 1998, to the Custodian Agreement between the Trust and The Chase Manhattan Bank dated April 17, 1997. 11

(g)(1)(iv)

   Form of Amendment No. 3, dated as of April 30, 1999, to the Custodian Agreement between the Trust and The Chase Manhattan Bank dated April 17, 1997. 11

(g)(1)(v)

   Form of Amendment No. 4, dated as of August 30, 1999, to the Custodian Agreement between the Trust and The Chase Manhattan Bank dated April 17, 1997. 14

(g)(1)(vi)

   Form of Amendment No. 5, dated as of May 1, 2000, to the Custodian Agreement between the Trust and The Chase Manhattan Bank dated April 17, 1997. 14

(g)(1)(vii)

   Revised Amendment No. 6, dated as of September 1, 2000, to the Custodian Agreement between the Trust and The Chase Manhattan Bank dated April 14, 1997. 17

(g)(1)(viii)

   Global Custody Agreement between the Trust and The Chase Manhattan Bank dated May 1, 2001. 20

(g)(1)(ix)

   Amendment No. 1, dated as of September 1, 2001, to the Global Custody Agreement between the Trust and The Chase Manhattan Bank dated May 1, 2001. 21

(g)(2)(i)

   Amended and Restated Global Custody Rider to the Domestic Custody Agreement for Mutual Funds between The Chase Manhattan Bank and the Trust dated August 31, 1998. 11

(g)(3)(i)

   Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 22

(g)(3)(ii)

   Amendment No. 1, dated May 2, 2003, to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002. 26

(g)(3)(iii)

   Amendment No. 2, dated July 8, 2004, to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002. 31

(g)(3)(iv)

   Amendment No. 3, dated September 13, 2004, to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002. 31

(g)(3)(v)

   Amendment No. 4 dated May 1, 2005 to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002. 33

(g)(3)(vi)

   Amendment No. 5 dated September 30, 2005 to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002. 37

(g)(3)(vii)

   Amendment No. 6 dated August 1, 2006 to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002. 44

(g)(3)(viii)

   Amendment No. 7 dated May 1, 2007 to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002. 45

(g)(3)(ix)

   Amendment No. 8 dated April 1, 2007 to the Amended and Restated Global Custody Agreement between the Trust and JP Morgan Chase Bank dated February 1, 2002. 46

 

C-22


(g)(3)(x)

   Amendment No. 9 dated January 1, 2008 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 47

(g)(3)(xi)

   Amendment No. 10 dated May 1, 2008 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. (filed herewith)

(g)(3)(xii)

   Amendment No. 11 dated July 1, 2008 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. (filed herewith)

(g)(3)(xiii)

   Amendment No. 12 dated                      , 2009 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. (to be filed by amendment)

(g)(4)(i)

   Form of Custody Agreement between the Trust and State Street Bank and Trust Company with respect to the MONY Portfolios. 29

(g)(4)(ii)

   Form of Custody Agreement between AXA Equitable and Custodial Trust Company (“CTC”) with respect to the EQ/AXA Rosenberg Value Long/Short Equity Portfolio 43

(h)

   Other Material Contracts

(h)(1)(i)

   Mutual Fund Services Agreement between the Trust and Chase Global Funds Services Company dated April 25, 1997. 4

(h)(1)(ii)

   Form of Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000. 14

(h)(1)(iii)

   Amendment No. 1 dated May 1, 2005 to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000. 36

(h)(1)(iv)

   Amendment No. 2 dated as of May 1, 2006, to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000. 38

(h)(1)(v)

   Amendment No. 3 dated as of August 1, 2006, to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000. 44

(h)(1)(vi)

   Amendment No. 4 dated as of May 1, 2007, to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000. 45

(h)(1)(vii)

   Amendment No. 5 dated as of July 11, 2007 to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000. 46

(h)(1)(viii)

   Amendment No. 6 dated as of January 1, 2008 to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000. 47

(h)(1)(ix)

   Amendment No. 7 dated as of May 1, 2008 to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000. (filed herewith)

(h)(1)(x)

   Amendment No. 8 dated December 1, 2008 to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000. (filed herewith)

 

C-23


(h)(1)(xi)

   Amendment No. 9 dated                      , 2009 to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000. (to be filed by amendment)

(h)(1)(A)

   Sub-Administration Agreement between AXA Equitable and JPMorgan Investor Services Co. (formerly, “Chase Global Funds Services Company”) dated May 1, 2000 as amended November 1, 2004. 39

(h)(1)(B)

   Form of Sub-Administration Agreement between AXA Equitable and State Street Bank and Trust Company (“SSB&T”) with respect to the EQ/AXA Rosenberg Value Long/Short Equity Portfolio. 43

(h)(1)(C)

   Form of Sub-Accounting Services Agreement between AXA Equitable and SSB&T with respect to the EQ/AXA Rosenberg Value Long/Short Equity Portfolio 43

(h)(2)(i)

   Amended and Restated Expense Limitation Agreement between the Trust and EQFC dated March 3, 1998. 8

(h)(2)(ii)

   Amended and Restated Expense Limitation Agreement by and between EQFC and the Trust dated as of December 31, 1998. 11

(h)(2)(iii)

   Amended and Restated Expense Limitation Agreement between EQFC and the Trust dated as of May 1, 1999. 11

(h)(2)(iv)

   Amendment No. 1, dated as of August 30, 1999, to the Amended and Restated Expense Limitation Agreement between EQFC and the Trust dated as of May 1, 1999. 14

(h)(2)(v)

   Second Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2000. 14

(h)(2)(vi)

   Revised Amendment No. 1, dated September 1, 2000 to the Second Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2000. 17

(h)(2)(vii)

   Third Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2001. 19

(h)(2)(viii)

   Amendment No. 1, dated as of September 1, 2001, to the Third Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2001. 20

(h)(2)(ix)

   Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust, dated as of May 1, 2002. 23

(h)(2)(x)

   Amendment No. 1, dated as of May 1, 2003 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. 26

(h)(2)(xi)

   Expense Limitation Agreement between AXA Equitable and the Trust, dated as of April 1, 2004, with respect to the MONY Portfolios. 31

(h)(2)(xi)(A)

   Expense Limitation Agreement between AXA Equitable and the Trust dated as of July 9, 2004 with respect to the MONY Portfolios. 38

 

C-24


(h)(2)(xii)

   Amendment No. 2 dated as of May 1, 2004 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. 27

(h)(2)(xiii)

   Amendment No. 3 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. 31

(h)(2)(xiv)

   Amendment No. 4 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated May 1, 2002. 33

(h)(2)(xv)

   Amendment No. 5 dated September 30, 2005 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated May 1, 2002. 37

(h)(2)(xvi)

   Amendment No. 1 dated September 9, 2005 to the Expense Limitation Agreement between AXA Equitable and the Trust, dated as of July 9, 2004, with respect to the MONY Portfolios. 36

(h)(2)(xvii)

   Amendment No. 6 dated October 1, 2005 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. 38

(h)(2)(xviii)

   Amendment No. 7 dated May 1, 2006 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. 39

(h)(2)(xix)

   Amendment No. 2 dated May 1, 2006 to Expense Limitation Agreement between AXA Equitable and the Trust, dated as of July 9, 2004, with respect to the MONY Portfolios. 39

(h)(2)(xx)

   Amendment No. 8 dated August 1, 2006 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. 41

(h)(2)(xxi)

   Amendment No. 3 dated August 1, 2006 to the Expense Limitation Agreement between AXA Equitable and the Trust, dated as of July 9, 2004, with respect to the MONY Portfolios. 44

(h)(2)(xxii)

   Amendment No. 9 dated May 1, 2007 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. 45

(h)(2)(xxiii)

   Amendment No. 4 dated May 1, 2007 to the Expense Limitation Agreement between AXA Equitable and the Trust, dated as of July 9, 2004, with respect to the MONY Portfolios. 45

(h)(2)(xxiv)

   Amendment No. 10 dated May 25, 2007 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. 46

(h)(2)(xxv)

   Amendment No. 11 dated January 1, 2008 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. 47

(h)(2)(xxvi)

   Amendment No. 5 dated as of July 6, 2007 to the Expense Limitation Agreement between the Trust and AXA Equitable dated July 9, 2004, with respect to the MONY Portfolios. (filed herewith)

(h)(2)(xxvii)

   Amendment No. 12 dated May 1, 2008 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002. (filed herewith)

 

C-25


(h)(2)(xxviii)

   Amendment No. 6 dated as of September 1, 2008, to the Expense Limitation Agreement between the Trust and AXA Equitable dated July 9, 2004, with respect to the MONY Portfolios. (filed herewith)

(h)(2)(xxix)

   Amendment No. 13 dated September 1, 2008, to the Expense Limitation Agreement between the Trust and AXA Equitable dated as of May 1, 2002. (filed herewith)

(h)(3)(i)

   Organizational Expense Reimbursement Agreement by and between EQFC and the Trust, on behalf of each series of the Trust except for the Lazard Large Cap Value Portfolio, Lazard Small Cap Value Portfolio, the JPM Core Bond Portfolio, BT Small Company Index Portfolio, BT International Equity Index Portfolio and BT Equity 500 Index Portfolio dated April 14, 1997. 4

(h)(3)(ii)

   Organizational Expense Reimbursement Agreement by and between EQFC and the Trust, on behalf of the Lazard Large Cap Value Portfolio, Lazard Small Cap Value Portfolio, JPM Core Bond Portfolio, BT Small Company Index Portfolio, BT International Equity Index Portfolio, and BT Equity 500 Index Portfolio dated December 9, 1997. 7

(h)(3)(iii)

   Organizational Expense Reimbursement Agreement by and between EQFC and the Trust, on behalf of the MFS Income with Growth Portfolio, EQ/Evergreen Foundation Portfolio and EQ/Evergreen Portfolio dated December 31, 1998. 11

(h)(4)(i)

   Participation Agreement by and among the Trust, AXA Equitable, EDI and EQFC dated April 14, 1997. 4

(h)(4)(ii)

   Amendment No. 1, dated December 9, 1997, to the Participation Agreement by and among the Trust, AXA Equitable, EDI, and EQFC dated April 14, 1997. 7

(h)(4)(iii)

   Amendment No. 2, dated as of December 31, 1998, to the Participation Agreement by and among the Trust, AXA Equitable, EDI, and EQFC dated April 14, 1997. 11

(h)(4)(iv)

   Form of Amendment No. 3, dated as of April 30, 1999, to the Participation Agreement among the Trust, AXA Equitable, EDI, and EQFC dated April 14, 1997. 11

(h)(4)(v)

   Form of Amendment No. 4, dated as of October 18, 1999, to the Participation Agreement among the Trust, AXA Equitable, EDI, and AXA Advisors dated April 14, 1997. 14

(h)(4)(vi)

   Form of Amendment No. 5, dated as of May 1, 2000, to the Participation Agreement among the Trust, AXA Equitable, EDI, and AXA Advisors dated April 14, 1997. 15

(h)(4)(vii)

   Revised Amendment No. 6, dated as of September 1, 2000, to the Participation Agreement among the Trust, AXA Equitable, EDI, and AXA Advisors dated April 14, 1997. 17

(h)(4)(viii)

   Amendment No. 7, dated September 1, 2001, to the Participation Agreement among the Trust, AXA Equitable, EDI, and AXA Advisors dated April 14, 1997. 20

(h)(4)(ix)

   Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated as of July 15, 2002. 23

(h)(4)(x)

   Amendment No. 1, dated May 2, 2003, to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 26

 

C-26


(h)(4)(xi)

   Amendment No. 2, dated July 9, 2004, to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 33

(h)(4)(xii)

   Amendment No. 3, dated October 1, 2004, to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 33

(h)(4)(xiii)

   Amendment No. 4 dated May 1, 2005 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 33

(h)(4)(xiv)

   Amendment No. 5 dated September 30, 2005 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 39

(h)(4)(xv)

   Amendment No. 6 dated August 1, 2006 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 44

(h)(4)(xvi)

   Amendment No. 7 dated May 1, 2007 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 45

(h)(4)(xvii)

   Amendment No. 8 dated January 1, 2008 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 47

(h)(4)(xviii)

   Amendment No. 9 dated May 1, 2008 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors Advisors and AXA Advisors dated July 15, 2002. (filed herewith)

(h)(4)(xix)

   Amendment No. 10 dated                      , 2009 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors Advisors and AXA Advisors dated July 15, 2002. (to be filed by amendment)

(h)(5)

   Retirement Plan Participation Agreement dated December 1, 1998 among the Trust, EQFC, The Equitable Investment Plan for Employees, Managers and Agents and AXA Equitable. 11

(h)(5)(i)

   Form of Amendment No. 1, dated April 30, 1999, to the Retirement Plan Participation Agreement among the Trust, EQFC, The Equitable Investment Plan for Employees, Managers and Agents and AXA Equitable. 11

(h)(5)(ii)

   Amended and Restated Retirement Plan Participation Agreement among the Trust, AXA Advisors, the Investment Plan for Employees, Managers and Agents, and AXA Equitable dated as of July 10, 2002. 23

(h)(6)

   License Agreement Relating to Use of Name between Merrill Lynch & Co., Inc., and the Trust dated April 28, 1997. 4

(h)(7)

   Form of Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors with respect to the MONY Portfolios. 25

(h)(8)

   Form of Transfer Agency Agreement by and between the Trust and State Street Bank and Trust Company for the MONY Portfolios. 29

 

C-27


(i)

   Legal Opinion

(i)(1)

   Opinion and Consent of Katten Muchin & Zavis regarding the legality of the securities being registered. 1

(i)(2)

   Opinion and Consent of Dechert Price & Rhoads regarding the legality of the securities being registered with respect to the Lazard Large Cap Value Portfolio, Lazard Small Cap Value Portfolio, and JPM Core Bond Portfolio. 5

(i)(3)

   Opinion and Consent of Dechert Price & Rhoads regarding the legality of the securities being registered with respect to the BT Small Company Index Portfolio, BT International Equity Index Portfolio, and BT Equity 500 Index Portfolio. 6

(i)(4)

   Opinion and Consent of Dechert Price & Rhoads regarding the legality of the securities being registered with respect to the EQ/Evergreen Foundation Portfolio, EQ/Evergreen Portfolio, and MFS Growth with Income Portfolio. 9

(i)(5)

   Opinion and Consent of Dechert Price & Rhoads regarding the legality of the securities being registered with respect to the EQ/Alliance Premier Growth Portfolio, EQ/Capital Research Portfolio, EQ/Capital U.S. Equities Portfolio and EQ/Capital International Equities Portfolio. 10

(i)(6)

   Opinion and Consent of Dechert Price & Rhoads regarding the legality of the securities being registered with respect to the Alliance Money Market Portfolio, Alliance Intermediate Government Securities Portfolio, Alliance Quality Bond Portfolio, Alliance High Yield Portfolio, Alliance Balanced Portfolio, Alliance Conservative Investors Portfolio, Alliance Growth Investors Portfolio, Alliance Common Stock Portfolio, Alliance Equity Index Portfolio, Alliance Growth and Income Portfolio, Alliance Aggressive Stock Portfolio, Alliance Small Cap Growth Portfolio, Alliance Global Portfolio, Alliance International Portfolio and the Calvert Socially Responsible Portfolio. 12

(i)(7)

   Opinion and Consent of Dechert Price & Rhoads regarding the legality of the securities being registered with respect to the Alliance Technology Portfolio. 15

(i)(8)

   Opinion and Consent of Dechert Price & Rhoads regarding the legality of the securities registered with respect to the EQ/Putnam Investors Growth Portfolio, the EQ/Putnam Balanced Portfolio, the MFS Emerging Growth Companies Portfolio, the Morgan Stanley Emerging Markets Equity Portfolio, the Warburg Pincus Small Company Value Portfolio, the Merrill Lynch Global Allocation Portfolio and the Merrill Lynch Basic Value Portfolio. 17

(i)(9)

   Opinion and Consent of Dechert Price & Rhoads regarding the legality of the securities being registered with respect to the EQ/AXP New Dimensions Portfolio, EQ/AXP Strategy Aggressive Portfolio, EQ/Janus Large Cap Growth Portfolio and FI Mid Cap Portfolio. 17

(i)(10)

   Opinion and Consent of Kirkpatrick & Lockhart LLP regarding the legality of the securities being registered with respect to the EQ/Marsico Focus Portfolio. 20

(i)(11)

   Opinion and Consent of Kirkpatrick & Lockhart LLP regarding the legality of the securities being registered with respect to the MONY Portfolios. 30

(i)(12)

   Opinion and Consent of Kirkpatrick & Lockhart LLP regarding the legality of the securities being registered with respect to the portfolios of the Trust other than the MONY Portfolios. 27

 

C-28


(i)(13)

   Opinion and Consent of Kirkpatrick & Lockhart LLP regarding the legality of the securities being registered with respect to the EQ/Wells Fargo Small Company Growth Portfolio. 31

(i)(14)

   Opinion and Consent of Kirkpatrick & Lockhart Nicholson Graham LLP regarding the legality of the securities being registered by the Trust, including securities of its new series EQ/Lord Abbett Growth and Income Portfolio, EQ/Lord Abbett Large Cap Core Portfolio, EQ/Lord Abbett Mid Cap Value Portfolio, EQ/Van Kampen Comstock Portfolio, and EQ/Van Kampen Mid Cap Growth Portfolio. 33

(i)(15)

   Opinion and Consent of Kirkpatrick & Lockhart Nicholson Graham LLP with respect to the EQ/Enterprise Moderate Allocation Portfolio. 36

(i)(16)

   Opinion and Consent of Kirkpatrick & Lockhart Nicholson Graham LLP with respect to the EQ/Ariel Appreciation II Portfolio, EQ/Evergreen International Bond Fund and EQ/Legg Mason Value Equity Portfolio. 37

(i)(18)

   Opinion and Consent of Kirkpatrick & Lockhart Nicholson Graham LLP. 41

(i)(19)

   Opinion and Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP. 45

(i)(20)

   Opinion and Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP with respect to the Crossings Allocation Portfolios. 47

(i)(21)

   Opinion and Consent of Kirkpatrick & Lockhart Preston Gates Ellis LLP. 49

(i)(22)

   Opinion and Consent of K&L Gates LLP with respect to the AXA Defensive Strategy, AXA Conservative Growth Strategy, AXA Balanced Strategy and AXA Moderate Growth Strategy Portfolios. (to be filed by amendment)

(j)

   Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm. (to be filed by amendment)

(k)

   None

(l)

   Stock Subscription Agreement between the Trust, on behalf of the T. Rowe Price Equity Income Portfolio, and Separate Account FP. 3

(m)

   Distribution Plans

(m)(1)

   Distribution Plan Pursuant to Rule 12b-1 under the Investment Company Act of 1940, as amended (the “1940 Act”) for the Trust’s Class IB shares adopted March 31, 1997. 4

(m)(2)

   Distribution Plan Pursuant to Rule 12b-1 for the Trust’s Class IB shares of the MONY Portfolios. 28

(n)

   Multiple Class Plan

(n)(1)

   Plan Pursuant to Rule 18f-3 under the 1940 Act. 4

(p)

   Codes of Ethics

(p)(1)

   Code of Ethics of the Trust, AXA Advisors and EDI. 15

 

C-29


(p)(1)(i)

   Code of Ethics of the Trust, AXA Equitable, AXA Advisors and AXA Distributors dated March 31, 1997 and amended and restated on July 11, 2000. 17

(p)(1)(ii)

   Revised Code of Ethics of Trust, AXA Equitable, AXA Advisors and AXA Distributors dated March 31, 1997 as revised December 10, 2003. 27

(p)(1)(iii)

   Revised Code of Ethics of the Trust, AXA Equitable, AXA Advisors and AXA Distributors dated March 31, 1997 as revised December 9, 2004. 32

(p)(1)(iv)

   Revised Code of Ethics of the Trust, AXA Equitable, AXA Advisors and AXA Distributors dated March 31, 1997. 33

(p)(1)(v)

   Revised Code of Ethics of the Trust, AXA Equitable, AXA Advisors and AXA Distributors dated March 31, 1997, as amended June 2007. 48

(p)(1)(vi)

   Revised Code of Ethics of the Trust, AXA Equitable, AXA Advisors and AXA Distributors dated March 31, 1997, as amended July 2008. (filed herewith)

(p)(2)

   Code of Ethics of Alliance dated August 1999. 15

(p)(2)(i)

   Code of Ethics of Alliance dated as of February 2000, as amended and restated. 17

(p)(2)(ii)

   Revised Code of Ethics of Alliance dated January 1, 2001. 18

(p)(2)(iii)

   Code of Ethics and Statement of Policy and Procedures Regarding Personal Securities Transactions of Alliance dated April 2002. 23

(p)(2)(iv)

   Revised Code of Ethics of Alliance effective June 30, 2003. 26

(p)(2)(v)

   Revised Code of Ethics of Alliance effective October 2004. 32

(p)(2)(vi)

   Revised Code of Ethics of Alliance effective May 2005. 38

(p)(2)(vii)

   Revised Code of Ethics of AllianceBernstein effective January 2007. 48

(p)(2)(viii)

   Revised Code of Ethics of AllianceBernstein, updated February 2008. (filed herewith)

(p)(3)

   Code of Ethics of Bankers Trust/Deutsche Bank. 15

(p)(3)(i)

   Code of Ethics of Deutsche effective as of May 26, 2000. 17

(p)(3)(ii)

   Revised Code of Ethics of Deutsche dated May 2000 revised November 2001. 21

(p)(4)

   Code of Ethics of Brown, Inc. dated February 10, 1994. 15

(p)(4)(i)

   Revised Code of Ethics of Brown. 17

(p)(5)

   Code of Ethics of Calvert. 15

(p)(5)(i)

   Code of Ethics and Insider Trading Policy and Procedures of Calvert. 23

(p)(5)(ii)

   Revised Code of Ethics of Calvert effective June 4, 2003. 26

 

C-30


(p)(5)(iii)

   Revised Code of Ethics of Calvert effective October 22, 2003. 27

(p)(5)(iv)

   Revised Code of Ethics of Calvert effective October 2004. 32

(p)(5)(v)

   Revised Code of Ethics of Calvert, effective January 1, 2008. 49

(p)(6)

   Code of Ethics of Capital Guardian. 15

(p)(6)(i)

   Code of Ethics of Capital Guardian effective October 1, 2002. 26

(p)(6)(ii)

   Revised Code of Ethics of Capital Guardian effective December 2006. 45

(p)(6)(iii)

   Revised Code of Ethics of Capital Guardian effective September 2007. 48

(p)(6)(iv)

   Revised Code of Ethics of Capital Guardian effective December 2007. 49

(p)(6)(v)

   Revised Code of Ethics of Capital Guardian effective September 2008. (filed herewith)

(p)(7)

   Code of Ethics of Evergreen dated December 17, 1999. 15

(p)(7)(i)

   Revised Code of Ethics of Evergreen effective September 1, 2003. 26

(p)(7)(ii)

   Revised Code of Ethics of Evergreen effective January 2, 2004. 27

(p)(7)(iii)

   Revised Code of Ethics of Evergreen, effective February 1, 2005. 33

(p)(7)(iv)

   Revised Code of Ethics of Evergreen, effective July 2007. 48

(p)(8)

   Code of Ethics of J.P. Morgan. 15

(p)(8)(i)

   Revised Code of Ethics of J.P. Morgan, effective October 25, 2001. 21

(p)(8)(ii)

   Revised Code of Ethics of J.P. Morgan, effective February 1, 2005. 38

(p)(8)(iii)

   Revised Code of Ethics of J.P. Morgan, effective September 18, 2007. 48

(p)(8)(iv)

   Revised Code of Ethics of J.P. Morgan, effective June 10, 2008. (filed herewith)

(p)(9)

   Code of Ethics of Lazard, as revised September 27, 1999. 15

(p)(9)(i)

   Code of Ethics of Lazard, revised as of April 26, 2000. 17

(p)(9)(ii)

   Code of Ethics of Lazard, as revised. 20

(p)(9)(iii)

   Revised Code of Ethics of Lazard, effective September 18, 2001. 21

(p)(9)(iv)

   Revised Code of Ethics of Lazard, revised February 2003. 26

(p)(9)(v)

   Revised Code of Ethics of Lazard, effective April 1, 2005. 38

 

C-31


(p)(9)(vi)

   Revised Code of Ethics of Lazard, effective February 2006. 44

(p)(10)

   Code of Ethics of MFS, dated March 1, 2000. 15

(p)(10)(i)

   Revised Code of Ethics of MFS, effective September 1, 2000. 17

(p)(10)(ii)

   Revised Code of Ethics of MFS, effective as of January 1, 2005. 38

(p)(10)(iii)

   Revised Code of Ethics of MFSIM, effective as of January 1, 2007. 48

(p)(10)(iv)

   Revised Code of Ethics of MFSIM, effective as of February 25, 2008. (filed herewith)

(p)(11)

   Code of Ethics of Merrill Lynch Asset Management Group. 15

(p)(11)(i)

   Revised Code of Ethics of Merrill Lynch Asset Management Group. 27

(p)(12)

   Code of Ethics of Morgan Stanley. 15

(p)(12)(i)

   Revised Code of Ethics of Morgan Stanley, effective January 29, 2001. 18

(p)(12)(ii)

   Revised Code of Ethics of MSIM, effective August 16, 2002. 23

(p)(12)(iii)

   Revised Code of Ethics of MSIM, effective June 15, 2004. 31

(p)(12)(iv)

   Revised Code of Ethics of MSIM, effective December 31, 2004. 33

(p)(12)(v)

   Revised Code of Ethics of MSIM, effective December 31, 2004 and restated April 2006. 44

(p)(12)(vi)

   Revised Code of Ethics of MSIM, effective May 12, 2008. (filed herewith)

(p)(13)

   Code of Ethics of Putnam. 15

(p)(13)(i)

   Revised Code of Ethics of Putnam, revised April 2000. 17

(p)(13)(ii)

   Revised Code of Ethics of Putnam, effective May 2002. 23

(p)(13)(iii)

   Revised Code of Ethics of Putnam, effective September 30, 2003. 26

(p)(13)(iv)

   Revised Code of Ethics of Putnam, effective August, 2004. 31

(p)(14)(i)

   Code of Ethics of Rowe Price Fleming International, dated March 1999. 15

(p)(14)(ii)

   Code of Ethics of T. Rowe Price Associates, Inc. (“T. Rowe Price”), effective March 1, 2000. 15

(p)(14)(iii)

   Revised Code of Ethics of Rowe Price-Fleming International, Inc. effective March 1, 2000. 17

(p)(14)(iv)

   Code of Ethics of T. Rowe Price International, Inc., effective August 8, 2000. 17

(p)(14)(v)

   Code of Ethics of T. Rowe Price. 48

(p)(14)(vi)

   Revised Code of Ethics of T. Rowe Price, effective March 1, 2008. (filed herewith)

 

C-32


(p)(15)

   Code of Ethics of Warburg Pincus Asset Management/Credit Suisse Asset Management, dated March 1, 2000. 15

(p)(16)(i)

   Code of Ethics of Prudential Investments. 15

(p)(16)(ii)

   Code of Ethics of Jennison, as amended December 6, 1999. 15

(p)(16)(iii)

   Revised Code of Ethics of Prudential Investments, dated February 29, 2000. 17

(p)(16)(iv)

   Revised Code of Ethics of Prudential Investments, effective August 9, 2001. 21

(p)(16)(v)

   Revised Code of Ethics of Jennison, effective April 25, 2002. 23

(p)(17)

   Code of Ethics of Fidelity dated January 1, 2000. 17

(p)(17)(i)

   Revised Code of Ethics of Fidelity, dated January 1, 2001. 18

(p)(17)(ii)

   Revised Code of Ethics of Fidelity, dated March 14, 2002. 23

(p)(17)(iii)

   Revised Code of Ethics of Fidelity, dated January 1, 2003. 26

(p)(17)(iv)

   Revised Code of Ethics of Fidelity, dated February 5, 2004. 31

(p)(17)(v)

   Revised Code of Ethics of Fidelity, dated January 1, 2005. 33

(p)(17)(vi)

   Revised Code of Ethics of Fidelity, dated March 31, 2006. 44

(p)(17)(vii)

   Revised Code of Ethics of Fidelity, dated February 15, 2007. 49

(p)(18)

   Code of Ethics of American Express dated March 2000. 17

(p)(19)

   Code of Ethics of Janus Capital Corporation as revised March 1, 2000. 17

(p)(19)(i)

   Code of Ethics of Janus Capital Corporation as revised June 1, 2001. 20

(p)(19)(ii)

   Revised Code of Ethics of Janus, revised April 1, 2002. 23

(p)(19)(iii)

   Revised Code of Ethics of Janus, dated June 9, 2003. 26

(p)(19)(iv)

   Revised Code of Ethics of Janus, dated April 20, 2004. 31

(p)(19)(v)

   Revised Code of Ethics of Janus, dated September 14, 2004. 33

(p)(19)(vi)

   Revised Code of Ethics of Janus effective September 9, 2005. 38

(p)(19)(vii)

   Revised Code of Ethics of Janus effective December 6, 2005. 39

(p)(19)(viii)

   Revised Code of Ethics of Janus, effective August 30, 2006. 44

(p)(19)(ix)

   Revised Code of Ethics of Janus, effective November 21, 2006. 45

(p)(20)

   Code of Ethics of Provident. 17

 

C-33


(p)(20)(i)

   Revised Code of Ethics of Provident, effective February 15, 2002. 23

(p)(20)(ii)

   Revised Code of Ethics of Provident, effective April 1, 2003. 26

(p)(21)

   Code of Ethics of Marsico. 17

(p)(21)(i)

   Revised Code of Ethics of Marsico, effective November 15, 2001. 21

(p)(21)(ii)

   Revised Code of Ethics of Marsico, effective March 31, 2003. 26

(p)(21)(iii)

   Revised Code of Ethics of Marsico, effective November 20, 2003. 27

(p)(21)(iv)

   Revised Code of Ethics of Marsico, effective October 1, 2004. 33

(p)(21)(v)

   Revised Code of Ethics of Marsico effective February 1, 2005. 38

(p)(21)(vi)

   Revised Code of Ethics of Marsico effective September 1, 2008. (filed herewith)

(p)(22)

   Code of Ethics of PIMCO effective December 31, 2001. 23

(p)(22)(i)

   Revised Code of Ethics of PIMCO, effective January 6, 2005. 38

(p)(22)(ii)

   Revised Code of Ethics of PIMCO, effective February 15, 2006. 44

(p)(23)

   Code of Ethics of RCM effective May 2001. 26

(p)(23)(i)

   Revised Code of Ethics of RCM effective January 1, 2004. 27

(p)(23)(ii)

   Revised Code of Ethics of RCM effective January 31, 2005. 38

(p)(24)

   Code of Ethics of Firsthand dated May 12, 2001. 26

(p)(25)

   Code of Ethics of Wellington Management revised March 1, 2000. 25

(p)(25)(i)

   Revised Code of Ethics of Wellington Management, revised July 1, 2004. 33

(p)(25)(ii)

   Revised Code of Ethics of Wellington Management, effective January 1, 2005. 44

(p)(25)(iii)

   Revised Code of Ethics of Wellington, effective January 1, 2007. 48

(p)(25)(iv)

   Revised Code of Ethics of Wellington, effective October 1, 2008. (filed herewith)

(p)(26)

   Code of Ethics of Boston Advisors. 25

(p)(26)(i)

   Revised Code of Ethics of Boston Advisors, effective December 21, 2004. 33

(p)(26)(ii)

   Revised Code of Ethics of Boston Advisors, effective August 1, 2005. 38

(p)(26)(iii)

   Revised Code of Ethics of Boston Advisors, effective August 2006. 44

(p)(26)(iv)

   Revised Code of Ethics of Boston Advisors, effective May 15, 2007. 48

 

C-34


(p)(27)

   Code of Ethics of Caywood-Scholl. 25

(p)(27)(i)

   Revised Code of Ethics of Caywood-Scholl, effective January 2006. 44

(p)(27)(ii)

   Revised Code of Ethics of Caywood-Scholl, effective January 2008. (filed herewith)

(p)(28)

   Code of Ethics of Alger Management. 25

(p)(29)

   Code of Ethics of GAMCO. 25

(p)(29)(i)

   Revised Code of Ethics of GAMCO, effective October 1, 2004. 33

(p)(29)(ii)

   Revised Code of Ethics of GAMCO, effective February 16, 2006. 44

(p)(29)(iii)

   Revised Code of Ethics of GAMCO, effective January 29, 2007. 48

(p)(29)(iv)

   Revised Code of Ethics of GAMCO, effective March 5, 2008. (filed herewith)

(p)(30)

   Code of Ethics of Montag & Caldwell. 25

(p)(30)(i)

   Revised Code of Ethics of Montag, effective December 29, 2004. 33

(p)(30)(ii)

   Revised Code of Ethics of Montag, effective February 6, 2006. 44

(p)(30)(iii)

   Revised Code of Ethics of Montag, effective January 12, 2007. 48

(p)(30)(iv)

   Revised Code of Ethics of Montag, effective September 29, 2008. (filed herewith)

(p)(31)

   Code of Ethics of MONY Capital. 25

(p)(32)

   Code of Ethics of Rockefeller. 25

(p)(33)

   Code of Ethics of SSgA FM. 25

(p)(33)(i)

   Revised Code of Ethics of SSgA FM, effective May 2007. (filed herewith)

(p)(34)

   Code of Ethics of TCW. 25

(p)(34)(i)

   Revised Code of Ethics of TCW effective February 1, 2005. 38

(p)(34)(ii)

   Revised Code of Ethics of TCW, effective November 11, 2006. 44

(p)(35)

   Code of Ethics of UBS. 25

(p)(36)

   Code of Ethics of William Witter. 29

(p)(37)

   Code of Ethics of Wells Capital. 31

(p)(37)(i)

   Revised Code of Ethics of Wells Capital. 33

(p)(37)(ii)

   Revised Code of Ethics of Wells Capital effective as of September 2005. 38

 

C-35


(p)(37)(iii)

   Revised Code of Ethics of Wells Capital effective September 15, 2005. 39

(p)(37)(iv)

   Revised Code of Ethics of Wells Capital effective February 2006. 44

(p)(37)(v)

   Revised Code of Ethics of Wells Capital effective October 2006. 45

(p)(38)

   Code of Ethics of Bear Stearns. 32

(p)(38)(i)

   Revised Code of Ethics of Bear Stearns effective as of February 2005. 38

(p)(39)

   Code of Ethics of Lord Abbett. 33

(p)(39)(i)

   Revised Code of Ethics of Lord Abbett effective as of November 15, 2005. 39

(p)(39)(ii)

   Revised Code of Ethics of Lord Abbett effective as of October 2006. 45

(p)(39)(iii)

   Revised Code of Ethics of Lord Abbett, effective as of October 25, 2007. 49

(p)(40)

   Code of Ethics of Dreyfus. 36

(p)(40)(i)

   Revised Code of Ethics of Dreyfus and Mellon Equity, effective November 2006. 44

(p)(40)(ii)

   Revised Code of Ethics of Dreyfus and Mellon Capital, effective November 2007. 49

(p)(41)

   Code of Ethics of Bridgeway. 36

(p)(41)(i)

   Revised Code of Ethics of Bridgeway, effective February 8, 2006. 44

(p)(41)(ii)

   Revised Code of Ethics of Bridgeway, effective July 5, 2007. 48

(p)(41)(iii)

   Revised Code of Ethics of Bridgeway, effective November 16, 2007. 49

(p)(41)(iv)

   Revised Code of Ethics of Bridgeway, effective May 16, 2008. (filed herewith)

(p)(42)

   Code of Ethics of Ariel. 35

(p)(42)(i)

   Revised Code of Ethics of Ariel, effective October 11, 2005. 39

(p)(43)

   Code of Ethics of Legg Mason. 35

(p)(43)(i)

   Revised Code of Ethics of Legg Mason, effective February 28, 2006. 44

(p)(43)(ii)

   Revised Code of Ethics of Legg Mason, effective February 8, 2007. 48

(p)(44)

   Code of Ethics of AXA Rosenberg. 40

(p)(44)(i)

   Revised Code of Ethics of AXA Rosenberg, effective December 15, 2007. 49

(p)(44)(ii)

   Revised Code of Ethics of AXA Rosenberg effective May 15, 2008. (filed herewith)

(p)(45)

   Code of Ethics of Davis. 40

 

C-36


(p)(46)

   Code of Ethics of Franklin, Franklin Mutual, Franklin Advisers and Templeton. 40

(p)(46)(i)

   Revised Code of Ethics of Franklin, Franklin Mutual, Franklin Advisers and Templeton effective May 2007. 48

(p)(46)(ii)

   Revised Code of Ethics of Franklin, Franklin Mutual, Franklin Advisers and Templeton, effective May 1, 2008. (filed herewith)

(p)(47)

   Code of Ethics of Oppenheimer. 40

(p)(47)(i)

   Revised Code of Ethics of Oppenheimer, effective August 30, 2007. 48

(p)(47)(ii)

   Revised Code of Ethics of Oppenheimer, effective November 2007. 49

(p)(48)

   Code of Ethics of Standish. 40

(p)(49)

   Code of Ethics of BlackRock Financial, BlackRock Investment and BlackRock International effective September 30, 2006. 44

(p)(49)(i)

   Revised Code of Ethics of BlackRock Financial, BlackRock Investment and BlackRock International effective April 2007. 48

(p)(50)

   Code of Ethics of Eagle. 44

(p)(51)

   Code of Ethics of ICAP, effective November 1, 2006. 44

(p)(52)

   Code of Ethics of Wentworth Hauser, effective January 1, 2005. 44

(p)(52)(i)

   Revised Code of Ethics of Wentworth Hauser, effective March 12, 2007. 48

(p)(52)(ii)

   Revised Code of Ethics of Wentworth Hauser, effective June 16, 2008. (filed herewith)

(p)(53)

   Code of Ethics of Hirayama Investments, dated June 16, 2008. (filed herewith)
Other Exhibits:
   Powers of Attorney. 3
   Power of Attorney for Steven M. Joenk. 12
   Power of Attorney for Theodossios (Ted) Athanassiades. 15
   Power of Attorney for David W. Fox and Gary S. Schpero. 16
   Revised Powers of Attorney. 20
   Amended Powers of Attorney, dated December 6, 2002. 23
   Amended Power of Attorney for Steven M. Joenk. 33
   Power of Attorney for James (Jamie) Shepherdson 38

 

C-37


   Revised Powers of Attorney. 46

 

1. Incorporated by reference to and/or previously filed Registrant’s Registration Statement on Form N-1A filed on December 3, 1996 (File No. 333-17217).

 

2. Incorporated by reference to and/or previously filed with Pre-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A filed on January 23, 1997 (File No. 333-17217).

 

3. Incorporated by reference to and/or previously filed with Pre-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-1A filed on April 7, 1997 (File No. 333-17217).

 

4. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 1 to Registrant’s Registration Statement on Form N-1A filed on August 28, 1997 (File No. 333-17217).

 

5. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 2 to Registrant’s Registration Statement on Form N-1A filed on October 15, 1997 (File No. 333-17217).

 

6. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 3 to Registrant’s Registration Statement on Form N-1A filed on October 31, 1997 (File No. 333-17217).

 

7. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 4 to Registrant’s Registration Statement on Form N-1A filed on December 29, 1997 (File No. 333-17217).

 

8. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 5 to Registrant’s Registration Statement on Form N-1A filed on March 5, 1998 (File No. 333-17217).

 

9. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 7 to Registrant’s Registration Statement on Form N-1A filed on October 15, 1998 (File No. 333-17217).

 

10. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 8 to Registrant’s Registration Statement on Form N-1A filed on February 16, 1999 (File No. 333-17217).

 

11. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 10 to Registrant’s Registration Statement on Form N-1A filed on April 30, 1999 (File No. 333-17217).

 

12. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 13 to Registrant’s Registration Statement on Form N-1A filed on August 30, 1999 (File No. 333-17217).

 

13. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 14 to Registrant’s Registration Statement on Form N-1A filed on February 1, 2000 (File No. 333-17217).

 

14. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 15 to Registrant’s Registration Statement on Form N-1A filed on February 16, 2000 (File No. 333-17217).

 

15. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 16 to Registrant’s Registration Statement on Form N-1A filed on April 21, 2000 (File No. 333-17217).

 

16. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 17 to Registrant’s Registration Statement on Form N-1A filed on May 30, 2000 (File No. 333-17217).

 

17. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 18 to Registrant’s Registration Statement on Form N-1A filed on January 23, 2001 (File No. 333-17217).

 

18. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 19 to Registrant’s Registration Statement on Form N-1A filed on March 22, 2001 (File No. 333-17217).

 

19. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 20 to Registrant’s Registration Statement on Form N-1A filed on April 3, 2001 (File No. 333-17217).

 

20. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 22 to Registrant’s Registration Statement on Form N-1A filed on August 13, 2001 (File No. 333-17217).

 

21. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 23 to Registrant’s Registration Statement on Form N-1A filed on February 4, 2002 (File No. 333-17217).

 

C-38


22. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 24 to Registrant’s Registration Statement on Form N-1A filed on April 3, 2002 (File No. 333-17217).

 

23. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 25 to Registrant’s Registration Statement on Form N-1A filed on February 7, 2003 (File No. 333-17217).

 

24. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 26 to Registrant’s Registration Statement on Form N-1A filed on March 31, 2003 (File No. 333-17217).

 

25. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 27 to Registrant’s Registration Statement on Form N-1A filed on January 15, 2004 (File No. 333-17217).

 

26. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 28 to Registrant’s Registration Statement on Form N-1A filed on February 10, 2004 (File No. 333-17217).

 

27. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 30 to Registrant’s Registration Statement on Form N-1A filed on April 7, 2004 (File No. 333-17217).

 

28. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 31 to Registrant’s Registration Statement on Form N-1A filed on April 28, 2004 (File No. 333-17217).

 

29. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 32 to Registrant’s Registration Statement on Form N-1A filed on July 12, 2004 (File No. 333-17217).

 

30. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 33 to Registrant’s Registration Statement on Form N-1A filed on July 13, 2004 (File No. 333-17217).

 

31. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 35 to Registrant’s Registration Statement on Form N-1A filed on October 15, 2004 (File No. 333-17217).

 

32. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 36 to Registrant’s Registration Statement on Form N-1A filed on February 8, 2005 (File No. 333-17217).

 

33. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 37 to Registrant’s Registration Statement on Form N-1A filed on April 7, 2005 (File No. 333-17217).

 

34. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 39 to Registrant’s Registration Statement on Form N-1A filed on June 16, 2005 (File No. 333-17217).

 

35. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 40 to Registrant’s Registration Statement on Form N-1A filed on July 1, 2005 (File No. 333-17217).

 

36. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 41 to Registrant’s Registration Statement on Form N-1A filed on August 23, 2005 (File No. 333-17217).

 

37. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 42 to Registrant’s Registration Statement on Form N-1A filed on August 24, 2005. (File No. 333-17217).

 

38. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 43 to Registrant’s Registration Statement on Form N-1A filed on February 8, 2006. (File No. 333-17217)

 

39. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 44 to Registrant’s Registration Statement on Form N-1A filed on April 5, 2006. (File No. 333-17217)

 

40. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 45 to Registrant’s Registration Statement on Form N-1A filed on June 16, 2006. (File No. 333-17217)

 

41. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 46 to Registrant’s Registration Statement on Form N-1A filed on August 23, 2006. (File No. 333-17217)

 

42. Incorporated by reference to Post-Effective Amendment No. 48 to Registrant’s Registration Statement on Form N-1A filed on November 9, 2006. (File No. 333-17217)

 

43. Incorporated by reference to Post-Effective Amendment No. 49 to Registrant’s Registration Statement on Form N-1A filed on November 13, 2006. (File No. 333-17217)

 

C-39


44. Incorporated by reference to Post-Effective Amendment No. 51 to Registrant’s Registration Statement on Form N-1A filed on February 2, 2007. (File No. 333-17217)

 

45. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 53 to Registrant’s Registration Statement on Form N-1A filed on April 27, 2007. (File No. 333-17217)

 

46. Incorporated by reference to Post-Effective Amendment No. 54 to Registrant’s Registration Statement on Form N-1A filed on October 4, 2007. (File No. 333-17217)

 

47. Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 56 to Registrant’s Registration Statement on Form N-1A filed on December 27, 2007. (File No. 333-17217)

 

48. Incorporated by reference to Post-Effective Amendment No. 57 to Registrant’s Registration Statement on Form N-1A filed on February 1, 2008. (File No. 333-17217)

 

49. Incorporated by reference to Post-Effective Amendment No. 58 to the Registrant’s Registration Statement on Form N-1A filed on April 1, 2008. (File No. 333-17217)

 

50. Incorporated by reference to Post-Effective Amendment No. 59 to the Registrant’s Registration Statement on Form N-1A filed on December 30, 2008. (File No. 333-17217)

 

Item 24. Persons Controlled by or Under Common Control with the Trust

AXA Equitable Life Insurance Company (“AXA Equitable”) controls the Trust by virtue of its ownership of more than 99% of the Trust’s shares as of December 31, 2008. All shareholders of the Trust are required to solicit instructions from their respective contract owners as to certain matters, if applicable. The Trust may in the future offer its shares to insurance companies unaffiliated with AXA Equitable.

On July 22, 1992, AXA Equitable converted from a New York mutual life insurance company to a publicly-owned New York stock life insurance company. At that time AXA Equitable became a wholly owned subsidiary of AXA Financial, Inc. (“AXA Financial”). AXA Financial continues to own 100% of AXA Equitable’s common stock. On September 7, 2004 the name “The Equitable Life Assurance Society of the United States” was changed to “AXA Equitable Life Insurance Company” (“AXA Equitable”).

AXA owns, directly or indirectly through its affiliates, 100% of the outstanding common stock of AXA Financial. AXA is the holding company for an international group of insurance and related financial services companies. AXA’s insurance operations include activities in life insurance, property and casualty insurance and reinsurance. The insurance operations are diverse geographically, with activities principally in Western Europe, North America, and the Asia/Pacific area and, to a lesser extent, in Africa and South America. AXA is also engaged in asset management, investing banking, securities trading, brokerage, real estate and other financial services activities principally in the United States, as well as in Western Europe and the Asia/Pacific area.

 

Item 25. Indemnification

Registrant’s Amended and Restated Agreement and Declaration of Trust (“Declaration of Trust”) and By-Laws.

Article VII, Section 2 of the Trust’s Declaration of Trust (“Trust”) states, in relevant part, that a “Trustee, when acting in such capacity, shall not be personally liable to any Person, other than the Trust or a Shareholder to the extent provided in this Article VII, for any act, omission or obligation of the Trust, of such Trustee or of any other Trustee. The Trustees shall not be responsible or liable in any event for any neglect or wrongdoing of any officer, agent, employee, Manager, or Principal Underwriter of the Trust. The Trust shall indemnify each Person who is serving or has served at the Trust’s request as a director, officer, trustee, employee, or agent of another organization in which the Trust has any interest as a shareholder, creditor, or otherwise to the extent and in the manner provided in the By-Laws.” Article VII, Section 4 of the Trust’s Declaration of Trust further states, in relevant part, that the “Trustees shall be entitled and

 

C-40


empowered to the fullest extent permitted by law to purchase with Trust assets insurance for liability and for all expenses reasonably incurred or paid or expected to be paid by a Trustee, officer, employee, or agent of the Trust in connection with any claim, action, suit, or proceeding in which he or she may become involved by virtue of his or her capacity or former capacity as a Trustee of the Trust.”

Article VI, Section 2 of the Trust’s By-Laws states, in relevant part, that “[s]ubject to the exceptions and limitations contained in Section 3 of this Article VI, every [Trustee, officer, employee or other agent of the Trust] shall be indemnified by the Trust to the fullest extent permitted by law against all liabilities and against all expenses reasonably incurred or paid by him or her in connection with any proceeding in which he or she becomes involved as a party or otherwise by virtue of his or her being or having been an agent.” Article VI, Section 3 of the Trust’s By-Laws further states, in relevant part, that “[n]o indemnification shall be provided hereunder to [a Trustee, officer, employee or other agent of the Trust]: (a) who shall have been adjudicated, by the court or other body before which the proceeding was brought, to be liable to the Trust or its Shareholders by reason of willful misfeasance, bad faith, gross negligence or reckless disregard of the duties involved in the conduct of his or her office (collectively, “disabling conduct”); or (b) with respect to any proceeding disposed of (whether by settlement, pursuant to a consent decree or otherwise) without an adjudication by the court or other body before which the proceeding was brought that such [Trustee, officer, employee or other agent of the Trust] was liable to the Trust or its Shareholders by reason of disabling conduct, unless there has been a determination that such [Trustee, officer, employee or other agent of the Trust] did not engage in disabling conduct: (i) by the court or other body before which the proceeding was brought; (ii) by at least a majority of those Trustees who are neither Interested Persons of the Trust nor are parties to the proceeding based upon a review of readily available facts (as opposed to a full trial-type inquiry); or (iii) by written opinion of independent legal counsel based upon a review of readily available facts (as opposed to a full trial-type inquiry); provided, however, that indemnification shall be provided hereunder to [a Trustee, officer, employee or other agent of the Trust] with respect to any proceeding in the event of (1) a final decision on the merits by the court or other body before which the proceeding was brought that the [Trustee, officer, employee or other agent of the Trust] was not liable by reason of disabling conduct, or (2) the dismissal of the proceeding by the court or other body before which it was brought for insufficiency of evidence of any disabling conduct with which such [Trustee, officer, employee or other agent of the Trust] has been charged.” Article VI, Section 4 of the Trust’s By-Laws also states that the “rights of indemnification herein provided (i) may be insured against by policies maintained by the Trust on behalf of any [Trustee, officer, employee or other agent of the Trust], (ii) shall be severable, (iii) shall not be exclusive of or affect any other rights to which any [Trustee, officer, employee or other agent of the Trust] may now or hereafter be entitled and (iv) shall inure to the benefit of [such party’s] heirs, executors and administrators.”

Registrant’s Investment Management Agreements state:

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.

 

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Sections 4(a) and 4(b) of certain of the Registrant’s Investment Advisory Agreements state:

 

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 services provided to the Jennison Allocated Portion of the Portfolio hereunder, 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 its own actions, 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 Indemnitees”) 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, the Exchange Act, or under any other statute, at common law or otherwise arising out of or based on (a) 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 (b) 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 an Adviser Indemnitee (as defined below) for use therein; provided, that the applicable Adviser Indemnitee has had an opportunity to review such information as included in such Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio.

(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 Indemnities may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, the Exchange Act or under any other statute, at common law or otherwise arising out of or based on (a) 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 (b) 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 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 Indemnitee for use therein.

Section 4 of certain of the Registrant’s Investment Advisory Agreements states:

Neither the Adviser nor any of its directors, officers, or employees shall be liable to the Manager for any loss suffered by the Manager resulting from its acts or omissions as Adviser to the Portfolio, except for losses 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 or employees. The Adviser, its directors, officers or employees shall not be liable to the Manager or the

 

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Trust for any loss 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. Notwithstanding the foregoing, nothing herein shall be deemed to waive any rights against the Adviser under federal or state securities laws.

Section 14 of each of the Registrant’s Distribution Agreements states:

The Trust shall indemnify and hold harmless the Distributor from any and all losses, claims, damages or liabilities (or actions in respect thereof) to which the Distributor may be subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or result from negligent, improper, fraudulent or unauthorized acts or omissions by the Trust or its officers, trustees, agents or representatives, other than acts or omissions caused directly or indirectly by the Distributor.

The Distributor will indemnify and hold harmless the Trust, its officers, trustees, agents and representatives against any losses, claims, damages or liabilities, to which the Trust its officers, trustees, agents and representatives may become subject, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon: (i) any untrue statement or alleged untrue statement of any material fact contained in the Trust Prospectus and/or SAI or any supplements thereto; (ii) the omission or alleged omission to state any material fact required to be stated in the Trust Prospectus and/or SAI or any supplements thereto or necessary to make the statements therein not misleading; or (iii) other misconduct or negligence of AXA Advisors in its capacity as a principal underwriter of the Trust's Class IA shares and will reimburse the Trust, its officers, Trustees, agents and representatives for any legal or other expenses reasonably incurred by any of them in connection with investigating or defending against such loss, claim, damage, liability or action; provided, however, that the Distributor shall not be liable in any such instance to the extent that any such loss, claim, damage or liability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the Trust Prospectus and/or SAI or any supplement in good faith reliance upon and in conformity with written information furnished by the Preparing Parties specifically for use in the preparation of the Trust Prospectus and/or SAI.

Section 6 of the Registrant’s Mutual Funds Service Agreement states:

(a) AXA Equitable shall not be liable for any error of judgment or mistake of law or for any loss or expense suffered by the Trust, in connection with the matters to which this Agreement relates, except for a loss or expense caused by or resulting from or attributable to willful misfeasance, bad faith or negligence on AXA Equitable's part (or on the part of any third party to whom AXA Equitable has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third party’s) duties or from reckless disregard by AXA Equitable (or by such third party) of its obligations and duties under this Agreement (in the case of AXA Equitable) or under an agreement with AXA Equitable (in the case of such third party) or, subject to Section 10 below, AXA Equitable's (or such third party’s) refusal or failure to comply with the terms of this Agreement (in the case of AXA Equitable) or an agreement with AXA Equitable (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of AXA Equitable) or under an agreement with AXA Equitable (in the case of such third party). In no event shall AXA Equitable (or such third party) be liable for any indirect, incidental special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits), even if AXA Equitable (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action.

 

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(b) Except to the extent that AXA Equitable may be held liable pursuant to Section 6(a) above, AXA Equitable shall not be responsible for, and the Trust shall indemnify and hold AXA Equitable harmless from and against any and all losses, damages, costs, reasonable attorneys' fees and expenses, payments, expenses and liabilities, including but not limited to those arising out of or attributable to:

(i) any and all actions of AXA Equitable or its officers or agents required to be taken pursuant to this Agreement;

(ii) the reliance on or use by AXA Equitable or its officers or agents of information, records, or documents which are received by AXA Equitable or its officers or agents and furnished to it or them by or on behalf of the Trust, and which have been prepared or maintained by the Trust or any third party on behalf of the Trust;

(iii) the Trust’s refusal or failure to comply with the terms of this Agreement or the Trust’s lack of good faith, or its actions, or lack thereof, involving negligence or willful misfeasance;

(iv) the breach of any representation or warranty of the Trust hereunder;

(v) the reliance on or the carrying out by AXA Equitable or its officers or agents of any proper instructions reasonably believed to be duly authorized, or requests of the Trust;

(vi) any delays, inaccuracies, errors in or omissions from information or data provided to AXA Equitable by data services, including data services providing information in connection with any third party computer system licensed to AXA Equitable, and by any corporate action services, pricing services or securities brokers and dealers;

(vii) the offer or sale of shares by the Trust in violation of any requirement under the Federal securities laws or regulations or the securities laws or regulations of any state, or in violation of any stop order or other determination or ruling by any Federal agency or any state agency with respect to the offer or sale of such shares in such state (1) resulting from activities, actions, or omissions by the Trust or its other service providers and agents, or (2) existing or arising out of activities, actions or omissions by or on behalf of the Trust prior to the effective date of this Agreement;

(viii) any failure of the Trust’s registration statement to comply with the 1933 Act and the 1940 Act (including the rules and regulations thereunder) and any other applicable laws, or any untrue statement of a material fact or omission of a material fact necessary to make any statement therein not misleading in a Trust’s prospectus;

(ix) except as provided for in Schedule B.III, the actions taken by the Trust, its Manager, its investment advisers, and its distributor in compliance with applicable securities, tax, commodities and other laws, rules and regulations, or the failure to so comply, and

(x) all actions, inactions, omissions, or errors caused by third parties to whom AXA Equitable or the Trust has assigned any rights and/or delegated any duties under this Agreement at the specific request of or as required by the Trust, its Funds, investment advisers, or Trust distributors.

The Trust shall not be liable for any indirect, incidental, special or consequential losses or damages of any kind whatsoever (including but not limited to lost profits) even if the Trust has been advised of the likelihood of such loss or damage and regardless of the form of action, except when the Trust is required to indemnify AXA Equitable pursuant to this Agreement.

 

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Section 12(a)(iv) of the Registrant’s Global Custody Agreement states:

(A) Customer shall indemnify and hold Bank and its directors, officers, agents and employees (collectively the “Indemnitees”) harmless from and against any and all claims, liabilities, losses, damages, fines, penalties, and expenses, including out-of-pocket and incidental expenses and legal fees (“Losses”) that may be incurred by, or asserted against, the Indemnitees or any of them for following any instructions or other directions upon which Bank is authorized to rely pursuant to the terms of this Agreement. (B) In addition to and not in limitation of the preceding subparagraph, Customer shall also indemnify and hold the Indemnitees and each of them harmless from and against any and all Losses that may be incurred by, or asserted against, the Indemnitees or any of them in connection with or arising out of Bank’s performance under this Agreement, provided the Indemnitees have not acted with negligence or engaged in willful misconduct. (C) In performing its obligations hereunder, Bank may rely on the genuineness of any document which it reasonably believes in good faith to have been validly executed.

UNDERTAKING

Insofar as indemnification for liability arising under the Securities Act of 1933 (the “Act”) may be permitted to trustees, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a trustee, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such trustee, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

 

Item 26. Business and Other Connections of the Manager and Advisers

AXA Equitable is a registered investment adviser and serves as manager for all funds of the Registrant. The descriptions of AXA Equitable and each of the advisers, as applicable, under the caption “Management of the Trust,” “Management Team – The Manager” or “About the Investment Portfolios” in the Prospectuses and under the caption “Investment Management and Other Services” in the Statements of Additional Information constituting Parts A and B, respectively, of this Registration Statement are incorporated herein by reference.

The information as to the directors and officers of AXA Equitable is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-07000) and is incorporated herein by reference.

AXA Equitable, with the approval of the Registrant’s board of trustees, selects advisers for certain portfolios of the Registrant. The following companies, all of which are registered investment advisers, serve as advisers for such portfolios.

The information as to the directors and officers of MFSIM is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-17352) and is incorporated herein by reference.

The information as to the directors and officers of MSIM is set forth in Morgan Stanley Dean Witter Investment Management Inc.’s Form ADV filed with the Securities and Exchange Commission (File No. 801-15757) and is incorporated herein by reference.

 

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The information as to the directors and officers of J. P. Morgan is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-21011) and is incorporated herein by reference.

The information as to the directors and officers of Evergreen is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-8327) and is incorporated herein by reference.

The information as to the directors and officers of Evergreen International is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-42427) and is incorporated herein by reference.

The information as to the directors and officers of AllianceBernstein is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-56720) and is incorporated herein by reference.

The information as to the directors and officers of Capital Guardian is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-60145) and is incorporated herein by reference.

The information as to the directors and officers of Calvert is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-17044) and is incorporated herein by reference.

The information as to the directors and officers of Fidelity is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-7884) and is incorporated herein by reference.

The information as to the directors and officers of Marsico is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-54914) and is incorporated herein by reference.

The information as to the directors and officers of Boston Advisors is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-18130) and is incorporated herein by reference.

The information as to the directors and officers of Caywood-Scholl is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-57906) and is incorporated herein by reference.

The information as to the directors and officers of GAMCO is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-14132) and is incorporated herein by reference.

The information as to the directors and officers of Montag is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-15398) and is incorporated herein by reference.

The information as to the directors and officers of UBS is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-34910) and is incorporated herein by reference.

The information as to the directors and officers of Wellington Management is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-15908) and is incorporated herein by reference.

The information as to the directors and officers of PIMCO is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-48187) and is incorporated herein by reference.

The information as to directors and officers of Lord Abbett is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-6997) and is incorporated herein by reference.

The information as to directors and officers of Bridgeway is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-44394) and is incorporated herein by reference.

 

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The information as to directors and officers of Dreyfus is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-8147) and is incorporated herein by reference.

The information as to directors and officers of Ariel is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-18767) and is incorporated herein by reference.

The information as to directors and officers of AXA Rosenberg is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-56080) and is incorporated herein by reference.

The information as to directors and officers of Davis is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-31648) and is incorporated herein by reference.

The information as to directors and officers of Franklin is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-51967) and is incorporated herein by reference.

The information as to directors and officers of Franklin Mutual is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-53068) and is incorporated herein by reference.

The information as to directors and officers of Oppenheimer is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-8253) and is incorporated herein by reference.

The information as to directors and officers of Templeton is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-42343) and is incorporated herein by reference.

The information as to directors and officers of Franklin Advisers is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-26292) and is incorporated herein by reference.

The information as to directors and officers of ICAP is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-40779) and is incorporated herein by reference.

The information as to directors and officers of Wentworth Hauser is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-46131) and is incorporated herein by reference.

The information as to directors and officers of BlackRock Investment is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-56972) and is incorporated herein by reference.

The information as to directors and officers of BlackRock International is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-16080) and is incorporated herein by reference.

The information as to directors and officers of BlackRock Financial is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-48433) and is incorporated herein by reference.

The information as to directors and officers of T. Rowe Price is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-856) and is incorporated herein by reference.

The information as to directors and officers of SSgA FM is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-60103) and is incorporated herein by reference.

The information as to directors and officers of Hirayama Investments is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-69407) and is incorporated herein by reference.

 

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Item 27. Principal Underwriters.

(a) AXA Advisors and AXA Distributors are the principal underwriters of the Trust’s Class IA shares and Class IB shares. AXA Advisors also serves as a principal underwriter for the following entities: AXA Premier VIP Trust; Separate Account Nos. 45, 66 and 301 of AXA Equitable; and Separate Accounts A, I and FP of AXA Equitable. AXA Distributors also serves as a principal underwriter for AXA Premier VIP Trust and Separate Account No. 49 of AXA Equitable.

(b) Set forth below is certain information regarding the directors and officers of AXA Advisors and AXA Distributors, the principal underwriters of the Trust’s Class IA and Class IB shares. The business address of each person listed below is 1290 Avenue of the Americas, New York, New York 10104.

AXA Advisors, LLC

 

NAME AND PRINCIPAL

BUSINESS ADDRESS

  

POSITIONS AND OFFICES

WITH AXA ADVISORS LLC

  

POSITIONS AND OFFICES

WITH THE TRUST

DIRECTORS

     

Harvey E. Blitz

   Director   

Richard Dziadzio

   Director   

Mary Beth Farrell

   Director   

Barbara Goodstein

   Director   

Andrew McMahon

   Director   

Christine Nigro

   Director   

James A. Shepherdson

   Director   

OFFICERS

     

Andrew McMahon

   Chairman of the Board   

Mary Beth Farrell

   Vice Chairman   

Christine Nigro

   President   

Patricia Roy

   Chief Compliance Officer   

Anthony Sages

   Chief Sales Officer   

Philip Pescatore

   Chief Risk Officer   

William McDermott

   Executive Vice President   

Kevin R. Bryne

   Executive Vice President and Treasurer   

Mark D. Godofsky

   Senior Vice President and Controller   

Harvey Blitz

   Senior Vice President   

William Degnan

   Senior Vice President   

James Goodwin

   Senior Vice President   

Jeffrey Green

   Senior Vice President   

Frank Acierno

   Vice President   

Michael Brzozowski

   Vice President   

Gerry Carroll

   Vice President   

Claire A. Comerford

   Vice President   

Gary Gordon

   Vice President   

Maurya Keating

   Vice President and Associate General Counsel   

Christopher LaRussa

   Vice President   

Frank Massa

   Vice President   

Carolann Matthews

   Vice President   

Deborah O’Neil

   Vice President   

Edna Russo

   Vice President   

 

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AXA Advisors, LLC

 

NAME AND PRINCIPAL

BUSINESS ADDRESS

  

POSITIONS AND OFFICES

WITH AXA ADVISORS LLC

  

POSITIONS AND OFFICES

WITH THE TRUST

Danielle D. Wise

   Vice President   

Brett Wright

   Vice President   

Camille Joseph Varlack

   Assistant Vice President, Secretary and Counsel   

Irina Gyrla

   Assistant Vice President   

Steven Malvey

   Assistant Vice President   

Jamie Milici

   Assistant Vice President   

Ruth Shorter

   Assistant Vice President   

Kenneth Webb

   Assistant Vice President   

Francesca Divone

   Assistant Secretary   

AXA Distributors, LLC

 

NAME AND PRINCIPAL

BUSINESS ADDRESS

  

POSITIONS AND OFFICES

WITH AXA DISTRIBUTORS, INC.

  

POSITIONS AND OFFICES

WITH THE TRUST

DIRECTORS

     

Philip Meserve

  

Director

  

William Miller, Jr.

  

Director

  

James Shepherdson

  

Director

  

OFFICERS

     

James Shepherdson

  

Chairman of the Board, President & Chief Executive Officer

  

Philip Meserve

  

Executive Vice President of Business Development

  

William Miller, Jr.

  

Executive Vice President & Chief Sales Officer

  

Michael Gregg

  

Executive Vice President

  

Gary Hirschkron

  

Executive Vice President

  

Joanne Petrini-Smith

  

Executive Vice President

  

Michael McCarthy

  

Senior Vice President and National Sales Manager

  

Kirby Noel

  

Senior Vice President and National Sales Manager

  

Lee Small

  

Senior Vice President and National Sales Manager

  

Mitchell Waters

  

Senior Vice President and National Sales Manager

  

Eric Alstrin

  

Senior Vice President

  

Kevin Dolan

  

Senior Vice President

  

Daniel Falher

  

Senior Vice President

  

Harvey Fladeland

  

Senior Vice President

  

Nelida Garcia

  

Senior Vice President

  

Peter Golden

  

Senior Vice President

  

David Kahal

  

Senior Vice President

  

Kevin Kennedy

  

Senior Vice President

  

Diane Keary

  

Senior Vice President

  

John Leffew

  

Senior Vice President

  

 

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AXA Distributors, LLC

 

NAME AND PRINCIPAL

BUSINESS ADDRESS

  

POSITIONS AND OFFICES

WITH AXA DISTRIBUTORS, INC.

  

POSITIONS AND OFFICES

WITH THE TRUST

Andrew Marrone

  

Senior Vice President

  

Mitchell Melum

  

Senior Vice President

  

Jeff Pawliger

  

Senior Vice President

  

Anthea Parkinson

  

Senior Vice President and National Accounts Director, Financial Institutions

  

Ted Repass

  

Senior Vice President

  

Eric Retzlaff

  

Senior Vice President

  

Marian Sole

  

Senior Vice President

  

Mark Teitelbaum

  

Senior Vice President

  

Mark Totten

  

Senior Vice President

  

Mary Toumpas

  

Senior Vice President

  

Nicholas Volpe

  

Senior Vice President

  

Norman J. Abrams

  

Vice President and General Counsel

  

Doreen Bellomo

  

Vice President

  

Jeffrey Coomes

  

Vice President

  

Karen Farley

  

Vice President

  

Michael Gass

  

Vice President

  

Nicholas Gismondi

  

Vice President and Chief Financial Officer

  

Timothy Hatfield

  

Vice President

  

Holly Hughes

  

Vice President

  

Kelly LaVigne

  

Vice President

  

Deborah Lewis

  

Vice President

  

Page Long

  

Vice President

  

Karen Nadeau

  

Vice President

  

Michelle Privitera

  

Vice President

  

Ronald R. Quist

  

Vice President and Treasurer

  

Stephen Ratcliffe

  

Vice President

  

Michael Scarlata

  

Vice President

  

Alice Stout

  

Vice President

  

William Terry

  

Vice President

  

John Zales

  

Vice President

  

Camille Joseph Varlack

  

Assistant Vice President, Secretary and Counsel

  

Sandra Ferantello

  

Assistant Vice President

  

Elizabeth Hafez

  

Assistant Vice President

  

Gregory Lashinsky

  

Assistant Vice President – Financial Operations

  

Michelle Luzzi

  

Assistant Vice President

  

Patricia Lane O’Shea

  

Assistant Vice President

  

Richard Olewnik

  

Assistant Vice President

  

James Pazareskis

  

Assistant Vice President

  

Kelly Riddell

  

Assistant Vice President

  

Matthew Schirripa

  

Assistant Vice President

  

Francesca Divone

  

Assistant Secretary

  

(c) Inapplicable.

 

C-50


Item 28. Location of Accounts and Records

Books or other documents required to be maintained by Section 31(a) of the Investment Company Act of 1940, and the Rules promulgated thereunder, are maintained as follows:

 

(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6); (8); (12); and 31a-1(d), the required books and records are maintained at the offices of Registrant’s Custodian:

JPMorgan Chase Bank

4 Chase MetroTech Center

Brooklyn, New York 11245

 

(b) With respect to Rules 31a-1(a); 31a-1(b)(1), (4); (2)(C) and (D); (4); (5); (6); (8); (9); (10); (11) and 31a-1(f), the required books and records are currently maintained at the offices of the Registrant’s Manager or Sub-Administrator:

 

JPMorgan Investors Services Co.    AXA Equitable Life Insurance Company
73 Tremont Street    1290 Avenue of the Americas
Boston, MA 02108    New York, New York 10104

 

(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the required books and records are maintained at the principal offices of the Registrant’s Manager or Advisers:

 

AXA Equitable Life Insurance Company

1290 Avenue of the Americas

New York, NY 10104

  

AllianceBernstein, L.P.

1345 Avenue of the Americas

New York, NY 10105

MFS Investment Management

500 Boylston Street

Boston, MA 02116

  

Morgan Stanley Investment Management Inc.

1221 Avenue of the Americas

New York, NY 10020

Capital Guardian Trust Company

11100 Santa Monica Boulevard

17 th Floor

Los Angeles, CA 90025

  

Evergreen Investment Management Company, LLC

200 Berkely Street - Suite 9000

Boston, MA 02116

JPMorgan Investment Management Inc.

522 Fifth Avenue

New York, NY 10036

  

Bridgeway Capital Management, Inc.

5615 Kirby Drive, Suite 518

Houston, TX 77005-2448

Calvert Asset Management Company, Inc.

4550 Montgomery Avenue

Suite 1000N

Bethesda, MD 20814

  

Marsico Capital Management, LLC

1200 17 th Street

Denver, CO 80202

 

C-51


Fidelity Management & Research Company

82 Devonshire Street

Boston, MA 02109

  

Caywood-Scholl Capital Management

4350 Executive Drive

Suite 125

San Diego, CA 92121

Boston Advisors, LLC

One Federal Street 26 th Floor

Boston, MA 02110

  

GAMCO Asset Management Inc.

One Corporate Center

Rye, NY 10580

The Dreyfus Corporation

200 Park Avenue

New York, NY 10166

  

Wellington Management Company LLP

75 State Street

Boston, MA 02109

Montag & Caldwell, Inc.

3455 Peachtree Road, N.W.

Suite 1200

Atlanta, GA 30326-3249

  

UBS Global Asset Management (Americas) Inc.

One North Wacker Drive

Chicago, IL 60606

Ariel Capital Management, LLC

200 East Randolph Drive, Suite 2900

Chicago, IL 60601

  

Lord Abbett & Co. LLC

90 Hudson Street

Jersey City, NJ 07302

AXA Rosenberg Investment Management, LLC

4 Orinda Way, Building E

Orinda, CA 94563

  

First International Advisors

3 Bishopsgate

London EC2N 3AB

England

Franklin Advisory Services, LLC

One Parker Plaza, Ninth Floor

Fort Lee, NJ 07024

  

Davis Selected Advisers, L.P.

2949 East Elvira Road, Suite 101

Tucson, AZ 85706

Franklin Mutual Advisers, LLC

101 John F. Kennedy Parkway

Short Hills, NJ 07078

  

OppenheimerFunds, Inc.

Two World Financial Center

225 Liberty Street, 11 th Floor

New York, NY 10281-1008

Franklin Advisers, Inc.

One Franklin Parkway

San Mateo, CA 94403-1906

  

Templeton Global Advisors Limited

Lyford Cay

Nassau, Bahamas

BlackRock Investment Management LLC

P.O. Box 9011

Princeton, NJ 08543-9011

  

BlackRock Financial Management, Inc.

40 East 52 nd Street

New York, NY 10022

Institutional Capital, LLC

225 W. Wacker Drive

Suite 2400

Chicago, IL 60606

  

BlackRock Investment Management International Limited

33 King William Street

London EC4R 9AS

England

 

C-52


T. Rowe Price Associates, Inc.

100 East Pratt Street

Baltimore, MD 21202

  

Wentworth, Hauser and Violich, Inc.

353 Sacramento Street

Suite 600

San Francisco, CA 94111

Pacific Investment Management Company, LLC

840 Newport Center Drive

Newport Beach, CA 92660

  

Hirayama Investments

301 Battery Street

Suite 400

San Francisco, CA 94111

SSgA Funds Management

State Street Financial Center

One Lincoln Street

Boston, MA 02111

  

 

Item 29. Management Services

None.

 

Item 30. Undertakings

Inapplicable.

 

C-53


SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended (the “1933 Act”), and the Investment Company Act of 1940, as amended, the Registrant certifies that it has duly caused this Post-Effective Amendment No. 61 to its Registration Statement on Form N-1A to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, and the State of New York on the 13th day of February 2009.

 

EQ ADVISORS TRUST
By:   /s/ Steven M. Joenk
Name:   Steven M. Joenk
Title:   Trustee, Chairman, President and Chief
Executive Officer

Pursuant to the requirements of the 1933 Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Steven M. Joenk

Steven M. Joenk

   Trustee, Chairman, President and Chief Executive Officer   February 13, 2009

/s/ Jettie M. Edwards*

Jettie M. Edwards

   Trustee   February 13, 2009

/s/ William M. Kearns, Jr.*

William M. Kearns, Jr.

   Trustee   February 13, 2009

/s/ Christopher P.A. Komisarjevsky*

Christopher P.A. Komisarjevsky

   Trustee   February 13, 2009

/s/ Theodossios Athanassiades*

Theodossios Athanassiades

   Trustee   February 13, 2009

/s/ David W. Fox*

David W. Fox

   Trustee   February 13, 2009

/s/ Gary S. Schpero*

Gary S. Schpero

   Trustee   February 13, 2009

/s/ Harvey Rosenthal*

Harvey Rosenthal

   Trustee   February 13, 2009

/s/ Brian Walsh*

Brian Walsh

   Treasurer and Chief Financial Officer   February 13, 2009

 

* By:   /s/ Steven M. Joenk
  Steven M. Joenk
  (Attorney-in-Fact)


Exhibit Index

 

(d)(1)(xxv)

   Amendment No. 12 dated May 1, 2008 to the Amended and Restated Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000.

(d)(1)(xxvii)

   Amendment No. 13 dated December 1, 2008 to the Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000.

(d)(1)(xxviii)

   Amendment No. 14 dated January 1, 2009 to the Investment Management Agreement between the Trust and AXA Equitable dated May 1, 2000.

(d)(9)(v)

   Amendment No. 1 dated July 1, 2008 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and J.P. Morgan dated August 1, 2006.

(d)(9)(vi)

   Amendment No. 2 dated January 15, 2009 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and J.P. Morgan dated August 1, 2006.

(d)(11)(vii)

   Investment Advisory Agreement dated October 28, 2008 by and between AXA Equitable and Evergreen.

(d)(11)(viii)

   Investment Advisory Agreement dated October 28, 2008 by and between AXA Equitable and Evergreen International.

(d)(12)(xvi)

   Amendment No. 3 dated December 1, 2008 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and AllianceBernstein dated as of August 1, 2006.

(d)(12)(xvii)

   Amendment No. 4 dated January 15, 2009 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and AllianceBernstein dated as of August 1, 2006.

(d)(22)(x)

   Amendment No. 1 dated May 1, 2008 to the Investment Advisory Agreement between AXA Equitable and Marsico on behalf of EQ/Marsico Focus Portfolio dated December 14, 2007.

(d)(22)(xi)

   Amendment No. 1 dated May 1, 2008 to the Investment Advisory Agreement between AXA Equitable and Marsico on behalf of EQ/Large Cap Growth PLUS Portfolio (formerly MarketPLUS Large Cap Growth Portfolio) dated December 14, 2007.

(d)(23)(iv)

   Amendment No. 1 dated July 1, 2008 to the Second Amended and Restated Investment Advisory Agreement between AXA Equitable and PIMCO dated as of August 1, 2006.

(d)(26)(iv)

   Amendment No. 1 dated May 1, 2008 to the Investment Advisory Agreement between AXA Equitable and Wellington Management dated May 25, 2007.

(d)(32)(v)

   Investment Advisory Agreement between AXA Equitable and Montag dated September 28, 2008.

(d)(32)(vi)

   Investment Advisory Agreement between AXA Equitable and Montag dated October 5, 2008.

(d)(32)(vii)

   Investment Advisory Agreement between AXA Equitable and Montag dated December 4, 2008.

(d)(34)(i)

   Investment Advisory Agreement between AXA Equitable and SSgA FM dated December 1, 2008.

(d)(34)(ii)

   Amendment No. 1, effective as of January 1, 2009 to the Investment Advisory Agreement between AXA Equitable and SSgA FM dated December 1, 2008.

(d)(53)(i)

   Amendment No. 1 dated as of July 1, 2008, to the Investment Advisory Agreement between AXA Equitable and BlackRock Financial dated as of October 1, 2006.


(d)(54)(ii)

   Amendment No. 2 dated as of July 1, 2008, to the Investment Advisory Agreement between AXA Equitable and BlackRock Investment dated as of October 1, 2006.

(d)(55)(ii)

   Amendment No. 2 dated as of July 1, 2008, to the Investment Advisory Agreement between AXA Equitable and BlackRock International dated as of October 1, 2006.

(d)(57)(i)

   Amendment No. 1 dated June 22, 2007 to the Investment Advisory Agreement between AXA Equitable and ICAP dated May 25, 2007.

(d)(57)(ii)

   Amendment No. 2 dated as of May 1, 2008, to the Investment Advisory Agreement between AXA Equitable and ICAP dated May 25, 2007.

(d)(58)(i)

   Amendment No. 1 dated May 1, 2008 to the Investment Advisory Agreement between AXA Equitable and Mellon Capital Management corporation (formerly, Mellon Equity) (“Mellon Capital”) dated May 25, 2007.

(d)(59)(i)

   Amendment No. 1 dated May 1, 2008 to the Investment Advisory Agreement between AXA Equitable and Wentworth Hauser dated May 1, 2007.

(d)(60)

   Amended and Restated Investment Advisory Agreement between AXA Equitable, Wentworth Hauser and Hirayama Investments, LLC (“Hirayama Investments”) dated as of December 1, 2008.

(e)(5)(xii)

   Amendment No. 10 dated May 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IA shares.

(e)(6)(xii)

   Amendment No. 10 dated May 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares.

(e)(7)(xi)

   Amendment No. 10 dated May 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IA shares.

(e)(8)(xi)

   Amendment No. 10 dated May 1, 2008 to the Amended and Restated Distribution Agreement between the Trust and AXA Advisors dated as of July 15, 2002 with respect to Class IB shares.

(g)(3)(xi)

   Amendment No. 10 dated May 1, 2008 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002.

(g)(3)(xii)

   Amendment No. 11 dated July 1, 2008 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002.

(h)(1)(ix)

   Amendment No. 7 dated as of May 1, 2008 to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000.

(h)(1)(x)

   Amendment No. 8 dated December 1, 2008 to the Mutual Fund Services Agreement between the Trust and AXA Equitable dated May 1, 2000.

(h)(2)(xxvi)

   Amendment No. 5 dated as of July 6, 2007 to the Expense Limitation Agreement between the Trust and AXA Equitable dated July 9, 2004, with respect to the MONY Portfolios.

(h)(2)(xxvii)

   Amendment No. 12 dated May 1, 2008 to the Fourth Amended and Restated Expense Limitation Agreement between AXA Equitable and the Trust dated as of May 1, 2002.


(h)(2)(xxviii)

   Amendment No. 6 dated as of September 1, 2008, to the Expense Limitation Agreement between the Trust and AXA Equitable dated July 9, 2004, with respect to the MONY Portfolios.

(h)(2)(xxix)

   Amendment No. 13 dated September 1, 2008, to the Expense Limitation Agreement between the Trust and AXA Equitable dated as of May 1, 2002.

(h)(4)(xviii)

   Amendment No. 9 dated May 1, 2008 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors Advisors and AXA Advisors dated July 15, 2002.

(p)(1)(vi)

   Revised Code of Ethics of the Trust, AXA Equitable, AXA Advisors and AXA Distributors dated March 31, 1997, as amended July 2008.

(p)(2)(viii)

   Revised Code of Ethics of AllianceBernstein, updated February 2008.

(p)(6)(v)

   Revised Code of Ethics of Capital Guardian effective September 2008.

(p)(8)(iv)

   Reivsed Code of Ethics of J.P. Morgan, effective June 10, 2008.

(p)(10)(iv)

   Revised Code of Ethics of MFSIM, effective as of February 25, 2008.

(p)(12)(vi)

   Revised Code of Ethics of MSIM, effective May 12, 2008.

(p)(14)(vi)

   Revised Code of Ethics of T. Rowe Price, effective March 1, 2008.

(p)(21)(vi)

   Revised Code of Ethics of Marsico effective September 1, 2008.

(p)(25)(iv)

   Revised Code of Ethics of Wellington, effective October 1, 2008.

(p)(27)(ii)

   Revised Code of Ethics of Caywood-Scholl, effective January 2008.

(p)(29)(iv)

   Revised Code of Ethics of GAMCO, effective March 5, 2008.

(p)(30)(iv)

   Revised Code of Ethics of Montag, effective September 29, 2008.

(p)(33)(i)

   Revised Code of Ethics of SSgA FM, effective May 2007.

(p)(41)(iv)

   Revised Code of Ethics of Bridgeway, effective May 16, 2008.

(p)(44)(ii)

   Revised Code of Ethics of AXA Rosenberg effective May 15, 2008.

(p)(46)(ii)

   Revised Code of Ethics of Franklin, Franklin Mutual, Franklin Advisers and Templeton, effective May 1, 2008.

(p)(52)(ii)

   Revised Code of Ethics of Wentworth Hauser, effective June 16, 2008.

(p)(53)

   Code of Ethics of Hirayama Investments, dated June 16, 2008.

Exhibit (d)(1)(xxv)

AMENDMENT NO. 12

AMENDED AND RESTATED

INVESTMENT MANAGEMENT AGREEMENT

Amendment No. 12 , dated May 1, 2008 (“Amendment No. 12”) to the Amended and Restated Investment Management Agreement, dated as of May 1, 2000, as amended (“Agreement”), between EQ Advisors Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Life Insurance Company, a New York stock life insurance company (“AXA Equitable” or “Manager”).

The Trust and AXA Equitable agree to modify and amend the Agreement as follows:

1. Name Changes . The names of the MarketPLUS International Core Portfolio, MarketPLUS Large Cap Growth Portfolio, MarketPLUS Large Cap Core Portfolio and MarketPLUS Mid Cap Value Portfolio are changed to EQ/International Core PLUS Portfolio, EQ/Large Cap Growth PLUS Portfolio, EQ/Large Cap Core PLUS Portfolio and EQ/Mid Cap Value PLUS Portfolio, respectively.

2. Appendix A: Appendix A to the Agreement, which sets forth the Portfolios of the Trust for which AXA Equitable is appointed investment manager is hereby replaced in its entirety by Appendix A attached hereto, and

3. Appendix B: Appendix B to the Agreement, which sets forth the fees payable to AXA Equitable with respect to each Portfolio, is hereby replaced in its entirety by Appendix B attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 12 as of the date first above set forth.

 

EQ ADVISORS TRUST     AXA EQUITABLE LIFE INSURANCE COMPANY
By:   /s/ Brian Walsh     By:   /s/ Steven M. Joenk
  Brian Walsh       Steven M. Joenk
  Chief Financial Officer and Treasurer       Senior Vice President


APPENDIX A

AMENDMENT NO. 12

AMENDED AND RESTATED

INVESTMENT MANAGEMENT AGREEMENT

Portfolios

EQ/AllianceBernstein Common Stock Portfolio

EQ/AllianceBernstein Growth and Income Portfolio

EQ/AllianceBernstein Value Portfolio

EQ/AllianceBernstein Intermediate Government Securities Portfolio

EQ/AllianceBernstein International Portfolio

EQ/AllianceBernstein Large Cap Growth Portfolio

EQ/AllianceBernstein Quality Bond Portfolio

EQ/AllianceBernstein Small Cap Growth Portfolio

EQ/Ariel Appreciation II Portfolio

EQ/AXA Rosenberg Value Long/Short Equity Portfolio

EQ/BlackRock Basic Value Equity Portfolio (formerly, EQ/Mercury Basic Value Equity)

EQ/BlackRock International Value Portfolio (formerly, EQ/Mercury International Value)

EQ/Calvert Socially Responsible Portfolio

EQ/Capital Guardian Growth Portfolio

EQ/Capital Guardian Research Portfolio

EQ/Davis New York Venture Portfolio

EQ/Equity 500 Index Portfolio

EQ/Evergreen International Bond Portfolio

EQ/Evergreen Omega Portfolio

EQ/FI Mid Cap Portfolio

EQ/Franklin Income Portfolio

EQ/Franklin Small Cap Value Portfolio

EQ/International ETF Portfolio

EQ/International Core PLUS Portfolio (formerly, MarketPLUS International Core Portfolio)

EQ/JPMorgan Core Bond Portfolio

EQ/JPMorgan Value Opportunities Portfolio

EQ/Large Cap Core PLUS Portfolio (formerly, MarketPLUS Large Cap Core Portfolio)

EQ/Large Cap Growth PLUS Portfolio (formerly, MarketPLUS Large Cap Growth Portfolio)

EQ/Legg Mason Value Equity Portfolio

EQ/Lord Abbett Growth and Income Portfolio

EQ/Lord Abbett Large Cap Core Portfolio

EQ/Lord Abbett Mid Cap Value Portfolio

EQ/Marsico Focus Portfolio

EQ/Mid Cap Value PLUS Portfolio (formerly, MarketPLUS Mid Cap Value Portfolio )

EQ/Money Market Portfolio

EQ/Mutual Shares Portfolio

EQ/Oppenheimer Global Portfolio

EQ/Oppenheimer Main Street Opportunity Portfolio

EQ/Oppenheimer Main Street Small Cap Portfolio

EQ/Small Company Index Portfolio

EQ/Templeton Growth Portfolio

EQ/Van Kampen Comstock Portfolio

EQ/Van Kampen Emerging Markets Equity Portfolio

EQ/Van Kampen Mid Cap Growth Portfolio

EQ/Van Kampen Real Estate Portfolio


APPENDIX B

AMENDMENT NO. 12

TO THE AMENDED AND RESTATED

INVESTMENT MANAGEMENT AGREEMENT

The Trust shall pay the Manager, at the end of each calendar month, compensation computed daily at an annual rate equal to the following:

(as a percentage of average daily net assets) (fee on all assets)

 

Index Portfolios

      

EQ/Equity 500 Index

   0.250 %

EQ/Small Company Index

   0.250 %

(as a percentage of average daily net assets)

 

Debt Portfolios

   First
$750 Million
    Next
$750 Million
    Next
$1 Billion
    Next
$2.5 Billion
    Thereafter  

EQ/AllianceBernstein Intermediate Government Securities

   0.500 %   0.475 %   0.450 %   0.430 %   0.420 %

EQ/AllianceBernstein Quality Bond

   0.525 %   0.500 %   0.475 %   0.455 %   0.445 %

EQ/Evergreen International Bond

   0.700 %   0.675 %   0.650 %   0.630 %   0.620 %

EQ/JPMorgan Core Bond

   0.450 %   0.425 %   0.400 %   0.380 %   0.370 %

EQ/Money Market

   0.350 %   0.325 %   0.280 %   0.270 %   0.250 %
(as a percentage of average daily net assets)  

Equity Portfolios

   First
$1 Billion
    Next
$1 Billion
    Next
$3 Billion
    Next
$5 Billion
    Thereafter  

EQ/AllianceBernstein Common Stock

   0.550 %   0.500 %   0.475 %   0.450 %   0.425 %

EQ/AllianceBernstein Growth and Income

   0.600 %   0.550 %   0.525 %   0.500 %   0.475 %

EQ/AllianceBernstein International

   0.750 %   0.700 %   0.675 %   0.650 %   0.625 %

EQ/AllianceBernstein Large Cap Growth

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %

EQ/AllianceBernstein Small Cap Growth

   0.750 %   0.700 %   0.675 %   0.650 %   0.625 %

EQ/Ariel Appreciation II

   0.750 %   0.700 %   0.675 %   0.650 %   0.625 %

EQ/AXA Rosenberg Value Long/Short Equity

   1.400 %   1.350 %   1.325 %   1.300 %   1.275 %

EQ/AllianceBernstein Value

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/BlackRock Basic Value Equity

(formerly, EQ/Mercury Basic Value Equity)

   0.600 %   0.550 %   0.525 %   0.500 %   0.475 %

EQ/BlackRock International Value

(formerly, EQ/Mercury International Value)

   0.850 %   0.800 %   0.775 %   0.750 %   0.725 %

EQ/Calvert Socially Responsible

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Capital Guardian Growth

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Capital Guardian Research

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Davis New York Venture

   0.850 %   0.800 %   0.775 %   0.750 %   0.725 %

EQ/Evergreen Omega

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %


(as a percentage of average daily net assets)

 

Equity Portfolios

   First
$1 Billion
    Next
$1 Billion
    Next
$3 Billion
    Next
$5 Billion
    Thereafter  

EQ/FI Mid Cap

   0.700 %   0.650 %   0.625 %   0.600 %   0.575 %

EQ/Franklin Income

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %

EQ/Franklin Small Cap Value

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %

EQ/International ETF

   0.400 %   0.400 %   0.400 %   0.400 %   0.400 %

EQ/JPMorgan Value Opportunities

   0.600 %   0.550 %   0.525 %   0.500 %   0.475 %

EQ/Legg Mason Value Equity

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Lord Abbett Growth and Income

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Lord Abbett Mid Cap Value

   0.700 %   0.650 %   0.625 %   0.600 %   0.575 %

EQ/Lord Abbett Large Cap Core

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Marsico Focus

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %

EQ/Mutual Shares

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %

EQ/Oppenheimer Global

   0.950 %   0.900 %   0.875 %   0.850 %   0.825 %

EQ/Oppenheimer Main Street Opportunity

   0.850 %   0.800 %   0.775 %   0.750 %   0.725 %

EQ/Oppenheimer Main Street Small Cap

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %

EQ/Templeton Growth

   0.950 %   0.900 %   0.875 %   0.850 %   0.825 %

EQ/Van Kampen Comstock

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Van Kampen Emerging Markets Equity

   1.150 %   1.100 %   1.075 %   1.050 %   1.025 %

EQ/Van Kampen Mid Cap Growth

   0.700 %   0.650 %   0.625 %   0.600 %   0.575 %

EQ/Van Kampen Real Estate

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %
(as a percentage of average daily net assets)  

PLUS Portfolios

   First
$2 Billion
    Next
$1 Billion
    Next
$3 Billion
    Next
$5 Billion
    Thereafter  

EQ/International Core PLUS
(formerly, MarketPLUS International Core)

   0.600 %   0.550 %   0.525 %   0.500 %   0.475 %

EQ/Mid Cap Value PLUS
(formerly, MarketPLUS Mid Cap Value)

   0.550 %   0.500 %   0.475 %   0.450 %   0.425 %

EQ/Large Cap Growth PLUS
(formerly, MarketPLUS Large Cap Growth)

   0.500 %   0.450 %   0.425 %   0.400 %   0.375 %

EQ/Large Cap Core PLUS
(formerly, MarketPLUS Large Cap Core)

   0.500 %   0.450 %   0.425 %   0.400 %   0.375 %

Exhibit (d)(1)(xxvii)

AMENDMENT NO. 13

AMENDED AND RESTATED

INVESTMENT MANAGEMENT AGREEMENT

Amendment No. 13 , dated December 1, 2008 (“Amendment No. 13”) to the Amended and Restated Investment Management Agreement, dated as of May 1, 2000, as amended by previous Amendment Nos. 1 through 12 (“Agreement”), between EQ Advisors Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Life Insurance Company, a New York stock life insurance company (“AXA Equitable” or “Manager”).

The Trust and AXA Equitable agree to modify and amend the Agreement as follows:

1. PLUS Portfolios . Effective as of December 1, 2008, the EQ/AllianceBernstein Quality Bond Portfolio and EQ/AllianceBernstein Value Portfolio will convert to the EQ/Quality Bond PLUS Portfolio and EQ/Large Cap Value PLUS Portfolio, respectively.

2. Name Changes : The names of the EQ/AllianceBernstein Large Cap Growth Portfolio, EQ/Legg Mason Value Equity Portfolio, EQ/FI Mid Cap Portfolio are changed to EQ/Large Cap Growth Index Portfolio, EQ/Large Cap Value Index Portfolio and EQ/Mid Cap Index Portfolio, respectively.

3. Appendix A: Appendix A to the Agreement, which sets forth the Portfolios of the Trust for which AXA Equitable is appointed investment manager is hereby replaced in its entirety by Appendix A attached hereto, and

4. Appendix B: Appendix B to the Agreement, which sets forth the fees payable to AXA Equitable with respect to each Portfolio is hereby replaced in its entirety by Appendix B attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 13 as of the date first above set forth.

 

EQ ADVISORS TRUST     AXA EQUITABLE LIFE INSURANCE COMPANY
By:   /s/ Brian Walsh     By:   /s/ Steven M. Joenk
  Brian Walsh       Steven M. Joenk
  Chief Financial Officer and Treasurer       Senior Vice President


APPENDIX A

AMENDMENT NO. 13

AMENDED AND RESTATED

INVESTMENT MANAGEMENT AGREEMENT

Portfolios

EQ/AllianceBernstein Common Stock Portfolio

EQ/AllianceBernstein Intermediate Government Securities Portfolio

EQ/AllianceBernstein International Portfolio

EQ/AllianceBernstein Small Cap Growth Portfolio

EQ/Ariel Appreciation II Portfolio

EQ/AXA Rosenberg Value Long/Short Equity Portfolio

EQ/BlackRock Basic Value Equity Portfolio (formerly, EQ/Mercury Basic Value Equity Portfolio)

EQ/BlackRock International Value Portfolio (formerly, EQ/Mercury International Value Portfolio)

EQ/Calvert Socially Responsible Portfolio

EQ/Capital Guardian Growth Portfolio

EQ/Capital Guardian Research Portfolio

EQ/Davis New York Venture Portfolio

EQ/Equity 500 Index Portfolio

EQ/Evergreen International Bond Portfolio

EQ/Evergreen Omega Portfolio

EQ/Franklin Income Portfolio

EQ/Franklin Small Cap Value Portfolio

EQ/International Core PLUS Portfolio (formerly, MarketPLUS International Core Portfolio)

EQ/International ETF Portfolio

EQ/JPMorgan Core Bond Portfolio

EQ/JPMorgan Value Opportunities Portfolio

EQ/Large Cap Core PLUS Portfolio (formerly, MarketPLUS Large Cap Core Portfolio)

EQ/Large Cap Growth Index Portfolio (formerly, EQ/AllianceBernstein Large Cap Growth Portfolio)

EQ/Large Cap Growth PLUS Portfolio (formerly , MarketPLUS Large Cap Growth Portfolio)

EQ/Large Cap Value Index Portfolio ( formerly, EQ/Legg Mason Value Equity Portfolio )

EQ/Large Cap Value PLUS Portfolio ( formerly, EQ/AllianceBernstein Value Portfolio)

EQ/Lord Abbett Growth and Income Portfolio

EQ/Lord Abbett Large Cap Core Portfolio

EQ/Lord Abbett Mid Cap Value Portfolio

EQ/Marsico Focus Portfolio

EQ/Mid Cap Index Portfolio ( formerly, EQ/FI Mid Cap Portfolio )

EQ/Mid Cap Value PLUS Portfolio (formerly, MarketPLUS Mid Cap Value Portfolio)

EQ/Money Market Portfolio

EQ/Mutual Shares Portfolio

EQ/Oppenheimer Global Portfolio

EQ/Oppenheimer Main Street Opportunity Portfolio

EQ/Oppenheimer Main Street Small Cap Portfolio

EQ/Quality Bond PLUS Portfolio ( formerly, EQ/AllianceBernstein Quality Bond Portfolio )

EQ/Small Company Index Portfolio

EQ/Templeton Growth Portfolio

EQ/Van Kampen Comstock Portfolio

EQ/Van Kampen Emerging Markets Equity Portfolio

EQ/Van Kampen Mid Cap Growth Portfolio

EQ/Van Kampen Real Estate Portfolio


APPENDIX B

AMENDMENT NO. 13

TO THE AMENDED AND RESTATED

INVESTMENT MANAGEMENT AGREEMENT

The Trust shall pay the Manager, at the end of each calendar month, compensation computed daily at an annual rate equal to the following:

(as a percentage of average daily net assets)

 

Index Portfolios

      

EQ/AllianceBernstein Common Stock

   0.350 %

EQ/Equity 500 Index

   0.250 %

EQ/Large Cap Growth Index
(formerly, EQ/AllianceBernstein Large Cap Growth)

   0.350 %

EQ/Large Cap Value Index
(formerly, EQ/Legg Mason Value Equity)

   0.350 %

EQ/Mid Cap Index (formerly, EQ/FI Mid Cap)

   0.350 %

EQ/Small Company Index

   0.250 %

(as a percentage of average daily net assets)

 

Debt Portfolios

   First
$750 Million
    Next
$750 Million
    Next
$1 Billion
    Next
$2.5 Billion
    Thereafter  

EQ/AllianceBernstein Intermediate Government Securities

   0.500 %   0.475 %   0.450 %   0.430 %   0.420 %

EQ/Evergreen International Bond

   0.700 %   0.675 %   0.650 %   0.630 %   0.620 %

EQ/JPMorgan Core Bond

   0.450 %   0.425 %   0.400 %   0.380 %   0.370 %

EQ/Money Market

   0.350 %   0.325 %   0.280 %   0.270 %   0.250 %
(as a percentage of average daily net assets)  

Equity Portfolios

   First
$1 Billion
    Next
$1 Billion
    Next
$3 Billion
    Next
$5 Billion
    Thereafter  

EQ/AllianceBernstein International

   0.750 %   0.700 %   0.675 %   0.650 %   0.625 %

EQ/AllianceBernstein Small Cap Growth

   0.750 %   0.700 %   0.675 %   0.650 %   0.625 %

EQ/Ariel Appreciation II

   0.750 %   0.700 %   0.675 %   0.650 %   0.625 %

EQ/AXA Rosenberg Value Long/Short Equity

   1.400 %   1.350 %   1.325 %   1.300 %   1.275 %

EQ/BlackRock Basic Value Equity
(formerly , EQ/Mercury Basic Value Equity)

   0.600 %   0.550 %   0.525 %   0.500 %   0.475 %

EQ/BlackRock International Value
(formerly, EQ/Mercury International Value)

   0.850 %   0.800 %   0.775 %   0.750 %   0.725 %

EQ/Calvert Socially Responsible

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Capital Guardian Growth

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Capital Guardian Research

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Davis New York Venture

   0.850 %   0.800 %   0.775 %   0.750 %   0.725 %

EQ/Evergreen Omega

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Franklin Income

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %


(as a percentage of average daily net assets)

 

Equity Portfolios

   First
$1 Billion
    Next
$1 Billion
    Next
$3 Billion
    Next
$5 Billion
    Thereafter  

EQ/Franklin Small Cap Value

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %

EQ/International ETF

   0.400 %   0.400 %   0.400 %   0.400 %   0.400 %

EQ/JPMorgan Value Opportunities

   0.600 %   0.550 %   0.525 %   0.500 %   0.475 %

EQ/Lord Abbett Growth and Income

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Lord Abbett Mid Cap Value

   0.700 %   0.650 %   0.625 %   0.600 %   0.575 %

EQ/Lord Abbett Large Cap Core

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Marsico Focus

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %

EQ/Mutual Shares

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %

EQ/Oppenheimer Global

   0.950 %   0.900 %   0.875 %   0.850 %   0.825 %

EQ/Oppenheimer Main Street Opportunity

   0.850 %   0.800 %   0.775 %   0.750 %   0.725 %

EQ/Oppenheimer Main Street Small Cap

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %

EQ/Templeton Growth

   0.950 %   0.900 %   0.875 %   0.850 %   0.825 %

EQ/Van Kampen Comstock

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Van Kampen Emerging Markets Equity

   1.150 %   1.100 %   1.075 %   1.050 %   1.025 %

EQ/Van Kampen Mid Cap Growth

   0.700 %   0.650 %   0.625 %   0.600 %   0.575 %

EQ/Van Kampen Real Estate

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %
(as a percentage of average daily net assets)  

PLUS Portfolios

   First
$2 Billion
    Next
$1 Billion
    Next
$3 Billion
    Next
$5 Billion
    Thereafter  

EQ/International Core PLUS
(formerly, MarketPLUS International Core)

   0.600 %   0.550 %   0.525 %   0.500 %   0.475 %

EQ/Mid Cap Value PLUS
(formerly, MarketPLUS Mid Cap Value)

   0.550 %   0.500 %   0.475 %   0.450 %   0.425 %

EQ/Large Cap Growth PLUS
(formerly, MarketPLUS Large Cap Growth)

   0.500 %   0.450 %   0.425 %   0.400 %   0.375 %

EQ/Large Cap Core PLUS
(formerly, MarketPLUS Large Cap Core)

   0.500 %   0.450 %   0.425 %   0.400 %   0.375 %

EQ/Large Cap Value PLUS
(formerly, EQ/AllianceBernstein Value)

   0.500 %   0.450 %   0.425 %   0.400 %   0.375 %

 

     First
$4 Billion
    Next
$4 Billion
    Thereafter  

EQ/Quality Bond PLUS (formerly, EQ/AllianceBernstein Quality Bond)

   0.40 %   0.38 %   0.36 %

Exhibit (d)(1)(xxviii)

AMENDMENT NO. 14

AMENDED AND RESTATED

INVESTMENT MANAGEMENT AGREEMENT

Amendment No. 14 , dated as of January 1, 2009 (“Amendment No. 14”) to the Amended and Restated Investment Management Agreement, dated as of May 1, 2000, as amended by previous Amendment Nos. 1 through 13 (“Agreement”), between EQ Advisors Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Life Insurance Company, a New York stock life insurance company (“AXA Equitable” or “Manager”).

The Trust and AXA Equitable agree to modify and amend the Agreement as follows:

1. Conversion to Index Portfolio . Effective as of January 1, 2009, the investment strategy for the EQ/AllianceBernstein Intermediate Government Securities Portfolio and EQ/JPMorgan Core Bond Portfolio will change from an actively managed investment strategy to a passive investment strategy.

2. Name Changes : Effective on or about January 1, 2009, the name of the EQ/AllianceBernstein Intermediate Government Securities Portfolio and EQ/JPMorgan Core Bond Portfolio will change to the EQ/Intermediate Government Bond Index Portfolio and EQ/Core Bond Index Portfolio, respectively.

3. Appendix A: Appendix A to the Agreement, which sets forth the Portfolios of the Trust for which AXA Equitable is appointed investment manager is hereby replaced in its entirety by Appendix A attached hereto, and

4. Appendix B: Appendix B to the Agreement, which sets forth the fees payable to AXA Equitable with respect to each Portfolio is hereby replaced in its entirety by Appendix B attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 14 as of the date first above set forth.

 

EQ ADVISORS TRUST     AXA EQUITABLE LIFE INSURANCE COMPANY
By:   /s/ Brian Walsh     By:   /s/ Steven M. Joenk
  Brian Walsh       Steven M. Joenk
  Chief Financial Officer and Treasurer       Senior Vice President


APPENDIX A

AMENDMENT NO. 14

AMENDED AND RESTATED

INVESTMENT MANAGEMENT AGREEMENT

Portfolios

EQ/AllianceBernstein Common Stock Portfolio

EQ/AllianceBernstein International Portfolio

EQ/AllianceBernstein Small Cap Growth Portfolio

EQ/Ariel Appreciation II Portfolio

EQ/AXA Rosenberg Value Long/Short Equity Portfolio

EQ/BlackRock Basic Value Equity Portfolio (formerly, EQ/Mercury Basic Value Equity Portfolio)

EQ/BlackRock International Value Portfolio ( formerly, EQ/Mercury International Value Portfolio )

EQ/Calvert Socially Responsible Portfolio

EQ/Capital Guardian Growth Portfolio

EQ/Capital Guardian Research Portfolio

EQ/Core Bond Index Portfolio ( formerly, EQ/JPMorgan Core Bond Portfolio )

EQ/Davis New York Venture Portfolio

EQ/Equity 500 Index Portfolio

EQ/Evergreen International Bond Portfolio

EQ/Evergreen Omega Portfolio

EQ/Franklin Income Portfolio

EQ/Franklin Small Cap Value Portfolio

EQ/Intermediate Government Bond Index Portfolio ( formerly, EQ/AllianceBernstein Intermediate Government Securities Portfolio )

EQ/International Core PLUS Portfolio ( formerly, MarketPLUS International Core Portfolio )

EQ/International ETF Portfolio

EQ/JPMorgan Value Opportunities Portfolio

EQ/Large Cap Core PLUS Portfolio (formerly, MarketPLUS Large Cap Core Portfolio )

EQ/Large Cap Growth Index Portfolio (formerly, EQ/AllianceBernstein Large Cap Growth Portfolio )

EQ/Large Cap Growth PLUS Portfolio ( formerly , MarketPLUS Large Cap Growth Portfolio)

EQ/Large Cap Value Index Portfolio ( formerly, EQ/Legg Mason Value Equity Portfolio )

EQ/Large Cap Value PLUS Portfolio ( formerly, EQ/AllianceBernstein Value Portfolio )

EQ/Lord Abbett Growth and Income Portfolio

EQ/Lord Abbett Large Cap Core Portfolio

EQ/Lord Abbett Mid Cap Value Portfolio

EQ/Marsico Focus Portfolio

EQ/Mid Cap Index Portfolio ( formerly, EQ/FI Mid Cap Portfolio )

EQ/Mid Cap Value PLUS Portfolio (formerly, MarketPLUS Mid Cap Value Portfolio)

EQ/Money Market Portfolio

EQ/Mutual Shares Portfolio

EQ/Oppenheimer Global Portfolio

EQ/Oppenheimer Main Street Opportunity Portfolio

EQ/Oppenheimer Main Street Small Cap Portfolio

EQ/Quality Bond PLUS Portfolio ( formerly, EQ/AllianceBernstein Quality Bond Portfolio )

EQ/Small Company Index Portfolio

EQ/Templeton Growth Portfolio

EQ/Van Kampen Comstock Portfolio

EQ/Van Kampen Emerging Markets Equity Portfolio

EQ/Van Kampen Mid Cap Growth Portfolio

EQ/Van Kampen Real Estate Portfolio


APPENDIX B

AMENDMENT NO. 14

TO THE AMENDED AND RESTATED

INVESTMENT MANAGEMENT AGREEMENT

The Trust shall pay the Manager, at the end of each calendar month, compensation computed daily at an annual rate equal to the following:

(as a percentage of average daily net assets)

 

Index Portfolios

      

EQ/AllianceBernstein Common Stock

   0.350 %

EQ/Core Bond Index
(formerly, EQ/JPMorgan Core Bond)

   0.350 %

EQ/Equity 500 Index

   0.250 %

EQ/Intermediate Government Bond Index
( formerly , EQ/AllianceBernstein Intermediate Government Securities )

   0.350 %

EQ/Large Cap Growth Index
( formerly, EQ/AllianceBernstein Large Cap Growth)

   0.350 %

EQ/Large Cap Value Index
(formerly, EQ/Legg Mason Value Equity)

   0.350 %

EQ/Mid Cap Index
(formerly, EQ/FI Mid Cap)

   0.350 %

EQ/Small Company Index

   0.250 %

(as a percentage of average daily net assets)

 

Debt Portfolios

   First
$750 Million
    Next
$750 Million
    Next
$1 Billion
    Next
$2.5 Billion
    Thereafter  

EQ/Evergreen International Bond

   0.700 %   0.675 %   0.650 %   0.630 %   0.620 %

EQ/Money Market

   0.350 %   0.325 %   0.280 %   0.270 %   0.250 %
(as a percentage of average daily net assets)  

Equity Portfolios

   First
$1 Billion
    Next
$1 Billion
    Next
$3 Billion
    Next
$5 Billion
    Thereafter  

EQ/AllianceBernstein International

   0.750 %   0.700 %   0.675 %   0.650 %   0.625 %

EQ/AllianceBernstein Small Cap Growth

   0.750 %   0.700 %   0.675 %   0.650 %   0.625 %

EQ/Ariel Appreciation II

   0.750 %   0.700 %   0.675 %   0.650 %   0.625 %

EQ/AXA Rosenberg Value Long/Short Equity

   1.400 %   1.350 %   1.325 %   1.300 %   1.275 %

EQ/BlackRock Basic Value Equity
(formerly, EQ/Mercury Basic Value Equity)

   0.600 %   0.550 %   0.525 %   0.500 %   0.475 %

EQ/BlackRock International Value
(formerly, EQ/Mercury International Value)

   0.850 %   0.800 %   0.775 %   0.750 %   0.725 %

EQ/Calvert Socially Responsible

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Capital Guardian Growth

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Capital Guardian Research

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Davis New York Venture

   0.850 %   0.800 %   0.775 %   0.750 %   0.725 %

EQ/Evergreen Omega

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %


(as a percentage of average daily net assets)

 

Equity Portfolios

   First
$1 Billion
    Next
$1 Billion
    Next
$3 Billion
    Next
$5 Billion
    Thereafter  

EQ/Franklin Income

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %

EQ/Franklin Small Cap Value

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %

EQ/International ETF

   0.400 %   0.400 %   0.400 %   0.400 %   0.400 %

EQ/JPMorgan Value Opportunities

   0.600 %   0.550 %   0.525 %   0.500 %   0.475 %

EQ/Lord Abbett Growth and Income

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Lord Abbett Mid Cap Value

   0.700 %   0.650 %   0.625 %   0.600 %   0.575 %

EQ/Lord Abbett Large Cap Core

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Marsico Focus

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %

EQ/Mutual Shares

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %

EQ/Oppenheimer Global

   0.950 %   0.900 %   0.875 %   0.850 %   0.825 %

EQ/Oppenheimer Main Street Opportunity

   0.850 %   0.800 %   0.775 %   0.750 %   0.725 %

EQ/Oppenheimer Main Street Small Cap

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %

EQ/Templeton Growth

   0.950 %   0.900 %   0.875 %   0.850 %   0.825 %

EQ/Van Kampen Comstock

   0.650 %   0.600 %   0.575 %   0.550 %   0.525 %

EQ/Van Kampen Emerging Markets Equity

   1.150 %   1.100 %   1.075 %   1.050 %   1.025 %

EQ/Van Kampen Mid Cap Growth

   0.700 %   0.650 %   0.625 %   0.600 %   0.575 %

EQ/Van Kampen Real Estate

   0.900 %   0.850 %   0.825 %   0.800 %   0.775 %
(as a percentage of average daily net assets)  

PLUS Portfolios

   First
$2 Billion
    Next
$1 Billion
    Next
$3 Billion
    Next
$5 Billion
    Thereafter  

EQ/International Core PLUS
(formerly, MarketPLUS International Core)

   0.600 %   0.550 %   0.525 %   0.500 %   0.475 %

EQ/Mid Cap Value PLUS
(formerly, MarketPLUS Mid Cap Value)

   0.550 %   0.500 %   0.475 %   0.450 %   0.425 %

EQ/Large Cap Growth PLUS
(formerly, MarketPLUS Large Cap Growth)

   0.500 %   0.450 %   0.425 %   0.400 %   0.375 %

EQ/Large Cap Core PLUS
(formerly, MarketPLUS Large Cap Core)

   0.500 %   0.450 %   0.425 %   0.400 %   0.375 %

EQ/Large Cap Value PLUS
(formerly, EQ/AllianceBernstein Value)

   0.500 %   0.450 %   0.425 %   0.400 %   0.375 %

 

     First
$4 Billion
    Next
$4 Billion
    Thereafter  

EQ/Quality Bond PLUS (formerly, EQ/AllianceBernstein Quality Bond)

   0.40 %   0.38 %   0.36 %

Exhibit (d)(9)(v)

EQ ADVISORS TRUST

AMENDMENT NO. 1

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement dated as of July 1, 2008 between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and JPMorgan Investment Management, Inc., a Delaware corporation (“Adviser”).

WHEREAS, AXA Equitable and the Adviser have entered into a Second Amended and Restated Investment Advisory Agreement, dated as of August 1, 2006 (“Agreement”) relating to the EQ/JPMorgan Core Bond Portfolio and EQ/JPMorgan Value Opportunities Portfolio (each, a “Portfolio,” and collectively, the “Portfolios”) of EQ Advisors Trust (“Trust”); and

WHEREAS, AXA Equitable and the Adviser desire to modify the fee payable to the Adviser for investment advisory and other services the Adviser provides to each Portfolio.

NOW, THEREFORE, AXA Equitable and Adviser agree to modify the Agreement as follows:

1. Existing Portfolios . The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to the Portfolios.

2. Appendix A . Appendix A to the Agreement setting forth the Portfolios of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser with respect to each Portfolio is hereby replaced in its entirety by Appendix A attached hereto.

3. Ratification . Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF , the parties have executed and delivered this Amendment No. 1 as of the date first set forth above.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     JPMORGAN INVESTMENT MANAGEMENT, INC.
By:   /s/ Steven M. Joenk     By:   /s/ Danielle K. Azua
  Steven M. Joenk       Name: Danielle K. Azua
  Senior Vice President       Title: Vice President


APPENDIX A

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

JPMORGAN INVESTMENT MANGEMENT, INC.

 

Portfolio

  

Annual Advisory Fee Rate*

EQ/JPMorgan Core Bond Portfolio

   0.25% of the Portfolio’s average daily net assets up to and including $150 million; 0.20% of the Portfolio’s average daily net assets in excess of $150 million and up to and including $400 million; 0.15% of the Portfolio’s average daily net assets in excess of $400 million and up to and including $2 billion; and 0.10% of the Portfolio’s average daily net assets in excess of $2 billion.

EQ/JPMorgan Value Opportunities Portfolio

   0.40% of the Portfolio’s average daily net assets up to and including $50 million; 0.35% of the Portfolio’s average daily net assets in excess of $50 million and up to and including $150 million; 0.30% of the Portfolio’s average daily net assets in excess of $150 million and up to and including $650 million; and 0.25% of the Portfolio’s average daily net assets in excess of $650 million.

 

* The daily advisory fee for each Portfolio is calculated by multiplying the aggregate net assets of the Portfolio 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.

Exhibit (d)(9)(vi)

EQ ADVISORS TRUST

AMENDMENT NO. 2

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 2 to the Second Amended and Restated Investment Advisory Agreement dated as of January 15, 2009 between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and JPMorgan Investment Management Inc., a Delaware corporation (“Adviser”).

AXA Equitable and Adviser agree to modify the Second Amended and Restated Investment Advisory Agreement dated as of August 1, 2006, as amended (“Agreement”) as follows:

1. Removed Portfolio . All references to the EQ/JPMorgan Core Bond Portfolio of EQ Advisors Trust are hereby removed.

2 Existing Portfolio. The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to the EQ/JPMorgan Value Opportunities Portfolio.

3. Appendix A. Appendix A to the Agreement setting forth the Portfolio of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser with respect to the Portfolio is hereby replaced in its entirety by Appendix A attached hereto.

4. Ratification . Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 2 as of the date first set forth above.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     JPMORGAN INVESTMENT MANAGEMENT, INC.
By:   /s/ Steven M. Joenk     By:   /s/ Danielle K. Azua
 

Steven M. Joenk

Senior Vice President

   

Name:

Title:

 

Danielle K. Azua

Vice President


APPENDIX A

AMENDMENT NO. 2 TO

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

 

 

Portfolio

  

Annual Advisory Fee Rate*

EQ/JPMorgan Value Opportunities Portfolio

   0.40% of the Portfolio’s average daily net assets up to and including $50 million; 0.35% of the Portfolio’s average daily net assets in excess of $50 million and up to and including $150 million; 0.30% of the Portfolio’s average daily net assets in excess of $150 million and up to and including $650 million; and 0.25% of the Portfolio’s average daily net assets in excess of $650 million.

* The daily advisory fee for the Portfolio is calculated by multiplying the aggregate net assets of the Portfolio 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.

Exhibit (d)(11)(vii)

INVESTMENT ADVISORY AGREEMENT

AGREEMENT, dated as of October 28, 2008, by and between AXA Equitable Life Insurance, a New York stock life insurance corporation (the “Manager”), and Evergreen Investment Management Company, LLC, a limited liability company organized under the laws of the State of Delaware (“Adviser”).

WHEREAS, the Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”);

WHEREAS, the Manager has entered into an Amended and Restated Investment Management Agreement dated as of May 1, 2000, as amended, with EQ Advisors Trust (“Trust”) an investment company registered under the Investment Company Act of 1940, as amended (“Investment Company 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 EQ/Evergreen Omega Portfolio a series of the Trust (the “Portfolio”);

WHEREAS, the Adviser is registered as an investment adviser under the Advisers Act;

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 Portfolio in the manner and on the terms hereinafter set forth;

WHEREAS, the Manager has the authority under the Amended and Restated Investment Management Agreement with the Trust to select advisers for the Portfolio of the Trust; and

WHEREAS, the Adviser is willing to furnish such services to the Manager and the Portfolio;

NOW, THEREFORE, the Manager and the Adviser agree as follows:

 

1. APPOINTMENT OF ADVISER

The Manager hereby appoints the Adviser to act as an investment adviser for the Portfolio, subject to the supervision and oversight 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. ACCEPTANCE OF APPOINTMENT

The Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided.

The assets of the Portfolio will be maintained in the custody of a custodian (who shall be identified by the Manager in writing). The Adviser will not have custody of any securities, cash or other assets of the Portfolio and will not be liable for any loss resulting from any act or omission of the custodian other than acts or omissions arising in reliance on instructions of the Adviser.

 

3. SERVICES TO BE RENDERED BY THE ADVISER 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, to the extent deemed necessary and advisable by the Adviser in its discretion, 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 arranging for the purchase and sale of securities and other investments, including issuing directives to the administrator of the Trust as necessary for the appropriate implementation of the investment program of the Portfolio;

(iv) keep the Trustees of the Trust and the Manager fully informed in writing on an ongoing basis as agreed by the Manager and Adviser of all material facts concerning the investment and reinvestment of the assets in the Portfolio, the Adviser and its key investment personnel and operations, make regular and periodic 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 the Adviser will attend meetings with the Manager and/or the Trustees, as reasonably requested, to discuss the foregoing;

(v) in accordance with procedures and methods established by the Trustees of the Trust, which may be amended from time to time, provide assistance to the Manager and/or any pricing service designated by the Manager with respect to determining the fair value of each security or other investment/asset in the Portfolio for which market prices are not readily available;

 

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(vi) provide any and all material composite performance information, records and supporting documentation about accounts the Adviser manages, if appropriate, which are relevant to the Portfolio and 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 matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of 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 and delivered to the Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolios; (v) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the written instructions of the Manager. The Manager undertakes to provide the Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document.

D. In furnishing services hereunder, the Adviser will not consult with any other adviser to (i) any other Portfolio of the Trust or (ii) any other investment company under common control with the Trust concerning transactions of the Portfolios in securities or other assets. (This shall not be deemed to prohibit the Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs a and b of rule 12d3-1.)

E. 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, and all equipment necessary for the efficient conduct of the Adviser’s duties under this Agreement.

F. 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 transactions for the Portfolios (i) in accordance with any written policies, practices or procedures that may be established by the Board of Trustees or the Manager from time to time and which have been provided to the 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 Portfolios, in the name of the Portfolios or its nominees, the Adviser shall use its best efforts to obtain for the Portfolio “best execution”, considering all of the circumstances, and shall

 

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maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolios.

G. Subject to the appropriate policies and procedures approved by the Board of Trustees, Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) cause the Portfolios to pay a broker or dealer that provides brokerage or research services to the Manager, the Adviser and the Portfolios 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 Portfolios 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. Subject to seeking best execution, the Board of Trustees or the Manager may direct the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment.

H. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Portfolios 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. 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 which the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolios and to its other clients over time. The Manager agrees that Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Portfolios. The Manager also acknowledges that Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Portfolio, and that Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Portfolios any investment that Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Portfolios.

I. 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.

J. The Adviser will, unless and until otherwise directed by the Manager or the Board of Trustees, exercise all rights of security holders with respect to securities held by the Portfolio, including but not limited to: voting proxies; at the discretion of the Adviser and in accordance with the Adviser’s applicable policies and procedures; converting, tendering, exchanging or redeeming securities; acting as a claimant in class action litigation (including litigation with respect to securities previously held); and exercising rights in the context of a bankruptcy or other reorganization.

 

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4. COMPENSATION OF ADVISER

The Manager will pay the Adviser an advisory fee with respect to the Portfolio as 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 daily for the Portfolio based on the net assets of the Portfolio on each day and accrued on a daily basis.

 

5. LIABILITY AND INDEMNIFICATION

A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its “Affiliates”) shall 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 or its Affiliates with respect to the Portfolios, 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 or its Affiliates 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 Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or 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 Portfolios 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 Portfolios, 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 that 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 the Adviser Indemnitees.

 

6. REPRESENTATIONS OF MANAGER

The Manager represents, warrants and agrees that:

A. The Manager has been duly authorized by the Board of Trustees of the Trust to delegate to the Adviser the provision of investment services to the Portfolio as contemplated hereby.

B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser with a copy of such code of ethics.

C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations.

D. The Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best or its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (v) will promptly notify Adviser of the occurrence of any event that would disqualify Manager from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Manager will also promptly notify the Adviser if it 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 Portfolios, provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

 

7. REPRESENTATIONS OF ADVISER

The Adviser represents, warrants and agrees as follows:

A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Portfolio and the Manager if it 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 Portfolio, provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

 

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B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics.

C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act.

D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolios or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control.

E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.

F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolios, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority or in representative client lists prepared by the Adviser. However, the Adviser may use the performance of the Portfolio in its composite performance.

 

8. NON-EXCLUSIVITY

The services of the Adviser to the Manager, the Portfolios 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 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.

 

9. SUPPLEMENTAL ARRANGEMENTS

The Adviser may from time to time employ or associate itself with any person it believes to be particularly suited 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 Portfolios 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 or otherwise arising under the Agreement.

 

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10. 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.

 

11. 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 it to retain such records (either in original or in duplicate form) as it shall reasonably require in order to carry out its business. In the event of the termination of this Agreement, such other records shall promptly be returned to the Trust by the Adviser free from any claim or retention of rights therein, provided that the Adviser may retain any such records that are required by law or regulation. The Manager and the Adviser shall keep confidential any information obtained in connection with its duties hereunder and disclose such information only (i) if the Trust has authorized such disclosure; (ii) to affiliates of the Adviser; or (iii) if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or otherwise required by law.

 

12. DURATION OF AGREEMENT

This Agreement shall become effective with respect to the Portfolios 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 or by vote of a majority of the Portfolio’s outstanding shares.

 

13. 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 (as defined in the Investment Company Act) 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.

 

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14. 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 mark 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 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 may be inadequate and thus, the Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

 

15. 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.

 

16. ASSIGNMENT

Any assignment (as that term is defined in the Investment Company Act) of the Agreement made by the Adviser without the prior written consent of the Trust and the Manager shall result in the automatic termination of this Agreement, as provided in Section 13 hereof. 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 its key employees that relate to the Portfolios within a reasonable time thereafter.

 

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17. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties with respect to the Portfolios.

 

18. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

 

19. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the address listed below of each applicable party in person or by registered or certified mail or a private mail or delivery service providing the sender with notice of receipt or such other address as specified in a notice duly given to the other parties. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

 

For:  

AXA Equitable Life Insurance Company

Patricia Louie, Vice President and Associate General Counsel

1290 Avenue of the Americas, 8 th Floor

New York, New York 10104

For:   EQ Advisors Trust
  Patricia Louie, Vice President and Secretary
  1290 Avenue of the Americas, 8 th Floor
  New York, New York 10104
For:  

Evergreen Investment Management Company, LLC

Pam Rose, Managing Director Sub-Advisory Relationships

200 Berkeley Street

Boston, MA 02116

 

20. 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.

 

21. TRUST AND SHAREHOLDER LIABILITY

The Manager and Adviser are hereby expressly put on notice of the limitation of shareholder liability as set forth in the Agreement and Declaration of Trust of the Trust and agree that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Portfolios. The Manager and Adviser further agree that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Portfolios, nor from the Trustees or any individual Trustee of the Trust.

 

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22. 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.

 

23. 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.

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.

 

AXA EQUITABLE LIFE INSURANCE

COMPANY

    EVERGREEN INVESTMENT MANAGEMENT
COMPANY, LLC
By:   /s/ Steven M. Joenk     By:   /s/ Pamela Rose
  Steven M. Joenk       Pamela Rose
  Senior Vice President       Senior Vice President

 

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APPENDIX A

TO

AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

WITH

EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC

 

Portfolio

  

Annual Advisory Fee

EQ/Evergreen Omega Portfolio

   0.55% of the Portfolio’s average daily net assets

 

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Exhibit (d)(11)(viii)

INVESTMENT ADVISORY AGREEMENT

AGREEMENT, dated as of October 28, 2008, by and among AXA Equitable Life Insurance, a New York stock life insurance corporation (the “Manager”), Evergreen Investment Management Company, LLC (“Evergreen”), a limited liability company organized under the laws of the State of Delaware, and First International Advisors, LLC d/b/a Evergreen International Advisors, a Delaware limited liability company (“Evergreen International” and together with Evergreen, the “Advisers”).

WHEREAS, the Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”);

WHEREAS, the Manager has entered into an Amended and Restated Investment Management Agreement dated as of May 1, 2000, as amended, with EQ Advisors Trust (“Trust”) an investment company registered under the Investment Company Act of 1940, as amended (“Investment Company 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 EQ/Evergreen International Bond Portfolio is a series of the Trust (“Portfolio”);

WHEREAS, each Adviser is registered as an investment adviser under the Advisers Act;

WHEREAS, the Board of Trustees of the Trust and the Manager desire that the Manager retain the Evergreen and Evergreen International to render investment advisory and other services to the Portfolio in the manner and on the terms hereinafter set forth;

WHEREAS, the Manager has the authority under the Amended and Restated Investment Management Agreement with the Trust to select advisers for each Portfolio of the Trust; and

WHEREAS, the Advisers are willing to furnish such services to the Manager and the Portfolio;

NOW, THEREFORE, the Manager and the Advisers agree as follows:

 

1. APPOINTMENT OF THE ADVISERS

The Manager hereby appoints the Advisers to act as an investment adviser for the Portfolio, subject to the supervision and oversight of the Manager and the Trustees of the Trust, and in accordance with the terms and conditions of this Agreement. The Advisers will be independent contractors 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 Advisers.


2. ACCEPTANCE OF APPOINTMENT

The Advisers accept that appointment and agrees to render the services herein set forth, for the compensation herein provided.

The assets of the Portfolio will be maintained in the custody of a custodian (who shall be identified by the Manager in writing). The Advisers will not have custody of any securities, cash or other assets of the Portfolios and will not be liable for any loss resulting from any act or omission of the custodian other than acts or omissions arising in reliance on instructions of the Advisers.

 

3. SERVICES TO BE RENDERED BY THE ADVISER TO THE TRUST

A. As investment adviser to the Portfolio, the Advisers 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 Advisers will:

(i) obtain and evaluate, to the extent deemed necessary and advisable by the Advisers in their discretion, 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 arranging for the purchase and sale of securities and other investments, including issuing directives to the administrator of the Trust as necessary for the appropriate implementation of the investment program of the Portfolio;

(iv) keep the Trustees of the Trust and the Manager fully informed in writing on an ongoing basis as agreed by the Manager and Adviser of all material facts concerning the investment and reinvestment of the assets in the Portfolio, the Advisers and their key investment personnel and operations, make regular and periodic 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 the Advisers will attend meetings with the Manager and/or the Trustees, as reasonably requested, to discuss the foregoing;

(v) in accordance with procedures and methods established by the Trustees of the Trust, which may be amended from time to time, provide assistance to the Manager and/or any pricing service designated by the Manager with respect to determining the fair value of each security or other investment/asset in the Portfolio for which market prices are not readily available;

 

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(vi) provide any and all material composite performance information, records and supporting documentation about accounts the Advisers manage, if appropriate, which are relevant to the Portfolio and 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 Advisers’ 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 matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information.

C. In furnishing services hereunder, the Advisers 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 and delivered to the Advisers, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolios; (v) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the written instructions of the Manager. The Manager undertakes to provide the Advisers with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document.

D. In furnishing services hereunder, the Advisers will not consult with any other adviser to (i) any other Portfolio of the Trust or (ii) any other investment company under common control with the Trust concerning transactions of the Portfolios in securities or other assets. (This shall not be deemed to prohibit the Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs a and b of rule 12d3-1.)

E. The Advisers, at their 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, and all equipment necessary for the efficient conduct of the Advisers’ duties under this Agreement.

F. The Advisers will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Advisers will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Advisers are directed at all times to seek to execute transactions for the Portfolio (i) in accordance with any written policies, practices or procedures that may be established by the Board of Trustees or the Manager from time to time and which have been provided to the Advisers or (ii)

 

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as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Portfolios, in the name of the Portfolios or its nominees, the Advisers shall use their best efforts to obtain for the Portfolio “best execution”, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio.

G. Subject to the appropriate policies and procedures approved by the Board of Trustees, the Advisers 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 Advisers 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 Advisers determine, 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 Advisers’ overall responsibilities to the Portfolio or its other advisory clients. To the extent authorized by Section 28(e) and the Trust’s Board of Trustees, the Advisers 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. Subject to seeking best execution, the Board of Trustees or the Manager may direct the Advisers to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment.

H. On occasions when the Advisers deem the purchase or sale of a security to be in the best interest of the Portfolio as well as other clients of the Advisers, the Advisers 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. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Advisers in the manner which the Advisers consider to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients over time. The Manager agrees that the Advisers and their affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Portfolio. The Manager also acknowledges that the Advisers and their affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Portfolio, and that the Advisers will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon the Advisers any obligation to purchase or to sell or to recommend for purchase or sale for the Portfolio any investment that the Advisers, their affiliates, officers or employees may purchase or sell for their own account or for the account of any client, if in the sole and absolute discretion of Advisers it is for any reason impractical or undesirable to take such action or make such recommendation for the Portfolio.

I. The Advisers 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.

 

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J. The Advisers will, unless and until otherwise directed by the Manager or the Board of Trustees, exercise all rights of security holders with respect to securities held by the Portfolio, including but not limited to: voting proxies; at the discretion of the Advisers and in accordance with the Advisers’ applicable policies and procedures; converting, tendering, exchanging or redeeming securities; and exercising rights in the context of a bankruptcy or other reorganization.

 

4. COMPENSATION OF ADVISER

The Manager will pay Evergreen an advisory fee for services provided by both Evergreen and Evergreen International with respect to the Portfolio as specified in Appendix A to this Agreement. Payments shall be made to Evergreen on or about the fifth day of each month; however, this advisory fee will be calculated daily for the Portfolio based on the net assets of the Portfolio on each day and accrued on a daily basis. Evergreen will in turn compensate Evergreen International for its services under this Agreement from the advisory fee received by Evergreen from the Manager.

 

5. LIABILITY AND INDEMNIFICATION

A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Advisers nor any of their officers, members or employees (its “Affiliates”) shall 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 or its Affiliates with respect to the Portfolios, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Advisers or their Affiliates for, and the Advisers 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 Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or 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 Advisers 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 Advisers 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 Advisers, 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

 

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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 Portfolio or the omission to state therein a material fact known to the Manager that 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 the Adviser Indemnitees.

 

6. REPRESENTATIONS OF MANAGER

The Manager represents, warrants and agrees that:

A. The Manager has been duly authorized by the Board of Trustees of the Trust to delegate to the Advisers the provision of investment services to the Portfolio as contemplated hereby.

B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Advisers with a copy of such code of ethics.

C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations.

D. The Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best or its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (v) will promptly notify the Advisers of the occurrence of any event that would disqualify Manager from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Manager will also promptly notify the Advisers if it 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 Portfolio, provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

 

7. REPRESENTATIONS OF THE ADVISERS

Each Adviser represents, warrants and agrees as follows:

A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify Manager of the

 

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occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify each Portfolio and the Manager if it 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 each Portfolio, provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics.

C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act.

D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolios or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control.

E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.

F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolios, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority or in representative client lists prepared by the Adviser. However, the Adviser may use the performance of each Portfolio in its composite performance.

 

8. NON-EXCLUSIVITY

The services of the Advisers to the Manager, the Portfolio and the Trust are not to be deemed to be exclusive, and the Advisers shall be free to render investment advisory or other services to others and to engage in other activities. It is understood and agreed that the directors, officers, and employees of the Advisers 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.

 

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9. SUPPLEMENTAL ARRANGEMENTS

The Advisers may from time to time employ or associate itself with any person it believes to be particularly suited to assist it in providing the services to be performed by such Advisers 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 Advisers, and neither the Manager nor the Trust shall have any obligations with respect thereto or otherwise arising under the Agreement.

 

10. REGULATION

The Advisers 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.

 

11. 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 Advisers 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 business. In the event of the termination of this Agreement, such other records shall promptly be returned to the Trust by the Advisers free from any claim or retention of rights therein, provided that the Advisers may retain any such records that are required by law or regulation. The Manager and the Advisers shall keep confidential any information obtained in connection with its duties hereunder and disclose such information only (i) if the Trust has authorized such disclosure; (ii) to affiliates of the Advisers; or (iii) if such disclosure is expressly required or requested by applicable federal or state regulatory authorities, or otherwise required by law.

 

12. DURATION OF AGREEMENT

This Agreement shall become effective with respect to the Portfolio 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 or by vote of a majority of the Portfolio’s outstanding shares.

 

13. 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 each Portfolio, on sixty (60) days’ written notice to the Manager and the Advisers, or by the Manager or the Advisers 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 (as defined in the Investment Company Act) or terminates for any other reason.

 

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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.

 

14. USE OF THE ADVISERS’ NAMES

The parties agree that the name of each Adviser, the names of any affiliates of the Advisers and any derivative or logo or trademark or service mark or trade name are the valuable property of the Advisers and their 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 Advisers, 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 Advisers any advertisement, sales literature, or notice prior to its use that makes reference to the Advisers or its affiliates or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Advisers may review the context in which it is referred to, it being agreed that the Advisers shall have no responsibility to 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 each Adviser’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the Advisers shall suffer irreparable harm for which monetary damages may be inadequate and thus, the Advisers shall be entitled to injunctive relief, as well as any other remedy available under law.

 

15. 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 a 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 each 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.

 

16. ASSIGNMENT

Any assignment (as that term is defined in the Investment Company Act) of the Agreement made by the Adviser without the prior written consent of the Trust and the Manager shall result in the automatic termination of this Agreement, as provided in Section 13 hereof. Notwithstanding the foregoing, no assignment shall be deemed to result from any changes in the directors, officers or employees of such Advisers except as may be provided to the contrary in the Investment Company Act or the rules or regulations thereunder. The Advisers agree that it will notify the Trust and the Manager of any changes in its key employees that relate to the Portfolio within a reasonable time thereafter.

 

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17. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties with respect to the Portfolio.

 

18. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

 

19. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the address listed below of each applicable party in person or by registered or certified mail or a private mail or delivery service providing the sender with notice of receipt or such other address as specified in a notice duly given to the other parties. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

 

For:  

AXA Equitable Life Insurance Company

Patricia Louie, Vice President and Associate General Counsel

1290 Avenue of the Americas, 8 th Floor

New York, New York 10104

For:  

EQ Advisors Trust

Patricia Louie, Vice President and Secretary

1290 Avenue of the Americas, 8 th Floor

New York, New York 10104

For:  

Evergreen Investment Management Company, LLC

Pam Rose, Managing Director Sub-Advisory Relationships

401 S. Tryon Street, 3 rd Floor

Charlotte, NC 28288

For:  

First International Advisors, Ltd (d/b/a Evergreen International Advisors)

Peter Wilson, Chief Operations Officer

3 Bishopsgate

London, EC2N 3AB

 

20. 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.

 

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21. TRUST AND SHAREHOLDER LIABILITY

The Manager and Adviser are hereby expressly put on notice of the limitation of shareholder liability as set forth in the Agreement and Declaration of Trust of the Trust and agree that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Portfolios. The Manager and Adviser further agree that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Portfolios, nor from the Trustees or any individual Trustee of the Trust.

 

22. 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.

 

23. 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.

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.

 

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AXA EQUITABLE LIFE INSURANCE

COMPANY

   

EVERGREEN INVESTMENT MANAGEMENT

COMPANY, LLC

By:   /s/ Steven M. Joenk     By:   /s/ Pamela Rose
  Steven M. Joenk       Pamela Rose
  Senior Vice President       Senior Vice President
    FIRST INTERNATIONAL ADVISORS, LTD
    d/b/a Evergreen International Advisors
      By:   /s/ Peter Wilson
        Peter Wilson

 

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APPENDIX A

TO

INVESTMENT ADVISORY AGREEMENT

WITH

EVERGREEN INVESTMENT MANAGEMENT COMPANY, LLC

FIRST INTERNATIONAL ADVISORS, LTD

(d/b/a Evergreen International Advisors)

 

Portfolio

  

Annual Advisory Fee

EQ/Evergreen International Bond Portfolio

   0.30% of the Portfolio’s average daily net assets up to $100 million; 0.20% of the Portfolio’s average daily net assets in excess of $100 million and up to and including $150 million; and 0.15% of the Portfolio’s average daily net assets in excess of $150 million

 

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Exhibit (d)(12)(xvi)

EQ ADVISORS TRUST

AMENDMENT NO. 3 TO THE

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 3 to the Second Amended and Restated Investment Advisory Agreement effective as of December 1, 2008 (“Amendment No. 3”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and AllianceBernstein L.P. (“Alliance” or “Adviser”).

AXA Equitable and Alliance agree to modify the Second Amended and Restated Investment Advisory Agreement dated as of August 1, 2006, as amended (“Agreement”) as follows:

1. Name Changes. The names of the EQ/AllianceBernstein Quality Bond Portfolio, EQ/AllianceBernstein Value Portfolio and EQ/AllianceBernstein Large Cap Growth Portfolio are changed to EQ/Quality Bond PLUS Portfolio, EQ/Large Cap Value PLUS Portfolio and EQ/Large Cap Growth Index Portfolio, respectively.

2. Existing Portfolios . The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to the EQ/AllianceBernstein Common Stock Portfolio, EQ/AllianceBernstein Intermediate Government Securities Portfolio, EQ/AllianceBernstein International Portfolio, EQ/Large Cap Growth Index Portfolio, EQ/Quality Bond PLUS Portfolio, EQ/AllianceBernstein Small Cap Growth Portfolio, EQ/Large Cap Value PLUS Portfolio and EQ/Equity 500 Index Portfolio (each, a “Portfolio” and collectively, the “Portfolios”).

3. Appendix A. Appendix A to the Agreement setting forth the Portfolios of the Trust for which the Adviser is appointed as the investment adviser is hereby replaced in its entirety by Appendix A attached hereto.

4. Appendix B. Appendix B to the Agreement setting forth the fee payable to the Adviser with respect to each Portfolio is hereby replaced in its entirety by Appendix B attached hereto.

5. Ratification. Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 3 as of the date first set forth above.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     ALLIANCEBERNSTEIN L.P.
By:   /s/ Steven M. Joenk     By:   /s/ Louis T. Mangan
  Steven M. Joenk       Louis T. Mangan
  Senior Vice President       Senior Vice President, Assistant Secretary and Counsel


APPENDIX A

AMENDMENT NO. 3 TO THE

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

EQ/AllianceBernstein Common Stock Portfolio

EQ/AllianceBernstein Intermediate Government Securities Portfolio

EQ/AllianceBernstein International Portfolio

EQ/ Large Cap Growth Index Portfolio

EQ/Quality Bond PLUS Portfolio

EQ/AllianceBernstein Small Cap Growth Portfolio

EQ/Large Cap Value PLUS Portfolio

EQ/Equity 500 Index Portfolio


APPENDIX B

AMENDMENT NO. 3 TO THE

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

FEE SCHEDULE

 

Related Portfolios**

  

Annual Advisory Fee Rate***

Special Equity Portfolios , which shall include the following Portfolios, or Allocated Portions of a Portfolio** (collectively referred to as “Special Equity Portfolios”):

 

EQ/AllianceBernstein International Portfolio

EQ/AllianceBernstein Small Cap Growth Portfolio

Multimanager Mid Cap Growth Portfolio *,**

Multimanager International Equity Portfolio *,**

   0.60% of the Special Equity Portfolios’ average daily net assets up to and including $1 billion; 0.55% of the Special Equities Portfolios’ average daily net assets over $1 billion up to and including $1.5 billion; 0.50% of the Special Equities Portfolios’ average daily net assets over $1.5 billion up to and including $2 billion; 0.45% of the Special Equities Portfolios’ average daily net assets over $2 billion up to and including $2.5 billion; and 0.40% of the Special Equities Portfolios’ average daily net assets over $2.5 billion

General Equity Portfolios , which shall include the following Portfolios, or Allocated Portions, of a Portfolio (collectively referred to as “General Equity Portfolios”)

 

EQ/Large Cap Value PLUS Portfolio *, **

Multimanager Large Cap Core Equity Portfolio *,**

   0.49% of the General Equity Portfolios’ average daily net assets up to and including $100 million; 0.30% of the General Equity Portfolios’ average daily net assets over $100 million up to and including $200 million; 0.25% of the General Equity Portfolios’ average daily net assets over $200 million
EQ/AllianceBernstein Intermediate Government Securities Portfolio    0.28% of the EQ/AllianceBernstein Intermediate Government Securities Portfolio’s average daily net assets up to and including $100 million; 0.20% of the EQ/AllianceBernstein Intermediate Government Securities Portfolio’s average daily net assets over $100 million up to and including $200 million; 0.15% of EQ/AllianceBernstein Intermediate Government Securities Portfolio’s average daily net assets over $200 million
EQ/Equity 500 Index Portfolio    0.05% of the EQ/Equity 500 Index Portfolio’s average daily net assets up to and including $1 billion; and 0.03% of the EQ/Equity 500 Index Portfolio’s average daily net assets over $1 billion
EQ/AllianceBernstein Common Stock Portfolio    0.05%
EQ/Large Cap Growth Index Portfolio    0.05%
EQ/Large Cap Value PLUS Portfolio *    0.05% of the Index Allocated Portion of the Portfolio.
EQ/Quality Bond PLUS Portfolio *    0.29% of the Active Allocated Portion’s average daily net assets up to and including $100 million; and 0.20% of the Active Allocated Portion’s average daily net assets in excess of 100 million.

 

* This Portfolio has been designated a “multi-adviser portfolio” and AllianceBernstein L.P. receives a fee based on a discrete portion of the Portfolio’s assets that have been allocated to it by the Manager, which is referred to as an “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 “Special Equity Portfolios” or “General 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 Portfolio or Allocated Portion is the portion of the daily advisory fee for the Related Portfolios that is equal to the Portfolio’s or Allocated Portion’s net assets relative to the aggregate net assets of the Related Portfolios, including the Portfolio, used in the fee calculation for that day.

Exhibit (d)(12)(xvii)

EQ ADVISORS TRUST

AMENDMENT NO. 4 TO THE

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 4 to the Second Amended and Restated Investment Advisory Agreement effective as of January 15, 2009 (“Amendment No. 4”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and AllianceBernstein L.P. (“Alliance” or “Adviser”).

AXA Equitable and Alliance agree to modify the Second Amended and Restated Investment Advisory Agreement dated as of August 1, 2006, as amended (“Agreement”) as follows:

1. Removed Portfolio. All references to the EQ/AllianceBernstein Intermediate Government Securities Portfolio of EQ Advisors Trust are hereby removed.

2. Existing Portfolios . The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to the EQ/AllianceBernstein Common Stock Portfolio, EQ/AllianceBernstein International Portfolio, EQ/Large Cap Growth Index Portfolio, EQ/Quality Bond PLUS Portfolio, EQ/AllianceBernstein Small Cap Growth Portfolio, EQ/Large Cap Value PLUS Portfolio and EQ/Equity 500 Index Portfolio (each, a “Portfolio” and collectively, the “Portfolios”).

3. Appendix A. Appendix A to the Agreement setting forth the Portfolios of the Trust for which the Adviser is appointed as the investment adviser is hereby replaced in its entirety by Appendix A attached hereto.

4. Appendix B. Appendix B to the Agreement setting forth the fee payable to the Adviser with respect to each Portfolio is hereby replaced in its entirety by Appendix B attached hereto.

5. Ratification. Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 4 as of the date first set forth above.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     ALLIANCEBERNSTEIN L.P.
By:   /s/ Steven M. Joenk     By:   /s/ Louis T. Mangan
  Steven M. Joenk       Louis T. Mangan
  Senior Vice President       Senior Vice President, Assistant Secretary and Counsel


APPENDIX A

AMENDMENT NO. 4 TO THE

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

EQ/AllianceBernstein Common Stock Portfolio

EQ/AllianceBernstein International Portfolio

EQ/ Large Cap Growth Index Portfolio

EQ/Quality Bond PLUS Portfolio

EQ/AllianceBernstein Small Cap Growth Portfolio

EQ/Large Cap Value PLUS Portfolio

EQ/Equity 500 Index Portfolio


APPENDIX B

AMENDMENT NO. 4 TO THE

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

FEE SCHEDULE

 

Related Portfolios**

  

Annual Advisory Fee Rate***

Special Equity Portfolios , which shall include the following Portfolios, or Allocated Portions of a Portfolio** (collectively referred to as “Special Equity Portfolios”):

 

EQ/AllianceBernstein International Portfolio

EQ/AllianceBernstein Small Cap Growth Portfolio

Multimanager Mid Cap Growth Portfolio *,**

Multimanager International Equity Portfolio *,**

   0.60% of the Special Equity Portfolios’ average daily net assets up to and including $1 billion; 0.55% of the Special Equities Portfolios’ average daily net assets over $1 billion up to and including $1.5 billion; 0.50% of the Special Equities Portfolios’ average daily net assets over $1.5 billion up to and including $2 billion; 0.45% of the Special Equities Portfolios’ average daily net assets over $2 billion up to and including $2.5 billion; and 0.40% of the Special Equities Portfolios’ average daily net assets over $2.5 billion

General Equity Portfolios , which shall include the following Portfolios, or Allocated Portions, of a Portfolio (collectively referred to as “General Equity Portfolios”)

 

EQ/Large Cap Value PLUS Portfolio *, **

Multimanager Large Cap Core Equity Portfolio *,**

   0.49% of the General Equity Portfolios’ average daily net assets up to and including $100 million; 0.30% of the General Equity Portfolios’ average daily net assets over $100 million up to and including $200 million; 0.25% of the General Equity Portfolios’ average daily net assets over $200 million
EQ/Equity 500 Index Portfolio    0.05% of the EQ/Equity 500 Index Portfolio’s average daily net assets up to and including $1 billion; and 0.03% of the EQ/Equity 500 Index Portfolio’s average daily net assets over $1 billion
EQ/AllianceBernstein Common Stock Portfolio    0.05%
EQ/Large Cap Growth Index Portfolio    0.05%
EQ/Large Cap Value PLUS Portfolio *    0.05% of the Index Allocated Portion of the Portfolio.
EQ/Quality Bond PLUS Portfolio *    0.29% of the Active Allocated Portion’s average daily net assets up to and including $100 million; and 0.20% of the Active Allocated Portion’s average daily net assets in excess of 100 million.

 

* This Portfolio has been designated a “multi-adviser portfolio” and AllianceBernstein L.P. receives a fee based on a discrete portion of the Portfolio’s assets that have been allocated to it by the Manager, which is referred to as an “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 “Special Equity Portfolios” or “General 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 Portfolio or Allocated Portion is the portion of the daily advisory fee for the Related Portfolios that is equal to the Portfolio’s or Allocated Portion’s net assets relative to the aggregate net assets of the Related Portfolios, including the Portfolio, used in the fee calculation for that day.

Exhibit (d)(22)(x)

EQ ADVISORS TRUST

AMENDMENT NO. 1

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Marsico Capital Management, LLC, a Delaware limited liability company (“Adviser”).

AXA Equitable and Adviser agree to modify the Investment Advisory Agreement dated as of December 14, 2007, as amended (“Agreement”) relating to the EQ/Marsico Focus Portfolio (“Portfolio”) of EQ Advisors Trust (“Trust”) as follows:

1. Name Change . The name of the MarketPLUS Large Cap Growth Portfolio is changed to EQ/Large Cap Growth PLUS Portfolio.

2. Existing Portfolio . The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to the Portfolio.

3. Appendix A . Appendix A to the Agreement setting for the Portfolios of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser with respect to the Portfolios is hereby replaced in its entirety by Appendix A attached hereto.

4. Ratification . Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF , the parties have executed and delivered this Amendment No. 1 as of the date first set forth above.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     MARSICO CAPITAL MANAGEMENT, LLC
By:   /s/ Steven M. Joenk     By:   /s/ Neil L. Gloude
  Steven M. Joenk       Name: Neil L. Gloude
  Senior Vice President       Title: Executive Vice President and Chief Financial Officer


APPENDIX A

TO

INVESTMENT ADVISORY AGREEMENT

WITH

MARSICO CAPITAL MANAGEMENT, LLC

The Manager shall pay the Adviser monthly compensation computed daily at an annual rate equal to the following:

 

Related Portfolios

  

Annual Advisory Fee Rate***

Focus Portfolios, which shall consist of the following Portfolio and Other Allocated Portions** of a Related Portfolio (collectively referred to as “Focus Portfolios”):

 

EQ/Marsico Focus Portfolio

EQ/Large Cap Growth PLUS Portfolio (a series of the Trust)*

AXA Conservative Multimanager Fund (a series of AXA Offshore Multimanager Funds Trust)*

AXA Moderate Multimanager Fund (a series of AXA Offshore Multimanager Funds Trust)*

AXA Aggressive Multimanager Fund (a series of AXA Offshore Multimanager Funds Trust)*

   0.450% of the Focus Portfolios’ average daily net assets up to and including $400 million; 0.400% of the Focus Portfolios’ average daily net assets over $400 million and up to and including $1 billion; 0.375% of the Focus Portfolios’ average daily net assets over $1 billion and up to and including $1.5 billion; and 0.350% of the Focus Portfolios’ average daily net assets in excess of $1.5 billion

 

* Fees to be paid with respect to this Portfolio shall be based only on the portion of the Portfolio’s average daily net assets advised by the Adviser, which may be referred to as the “Marsico Allocated Portion.”

 

** Other Allocated Portions include another series of EQ Advisors Trust (or series or portions thereof) or other investment companies (or series or portions thereof) that are managed by the Manager and advised by the Adviser and classified as “Focus Portfolios.”

 

*** The daily advisory fee for the Related Portfolios are 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 Marsico Allocated Portion is the portion of the daily advisory fee for the Related Portfolios equal to the Marsico Allocated Portion’s net assets relative to the aggregate net assets of each respective Related Portfolio, including the Marsico Allocated Portion used in fee calculation.

Exhibit (d)(22)(xi)

EQ ADVISORS TRUST

AMENDMENT NO. 1

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Marsico Capital Management, LLC, a Delaware limited liability company (“Adviser”).

AXA Equitable and Adviser agree to modify the Investment Advisory Agreement dated as of December 14, 2007, as amended (“Agreement”) relating to the MarketPLUS Large Cap Growth Portfolio of EQ Advisors Trust (“Trust”) as follows:

1. Name Change . The name of the MarketPLUS Large Cap Growth Portfolio (“Portfolio”) is changed to EQ/Large Cap Growth PLUS Portfolio.

2. Existing Portfolios . The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to the Portfolio.

3. Appendix A . Appendix A to the Agreement setting for the Portfolios of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser with respect to the Portfolios is hereby replaced in its entirety by Appendix A attached hereto.

4. Ratification . Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 1 as of the date first set forth above.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     MARSICO CAPITAL MANAGEMENT, LLC
By:   /s/ Steven M. Joenk     By:   /s/ Neil L. Gloude
  Steven M. Joenk       Name: Neil L. Gloude
  Senior Vice President       Title: Executive Vice President and Chief Financial Officer


APPENDIX A

TO

INVESTMENT ADVISORY AGREEMENT

WITH

MARSICO CAPITAL MANAGEMENT, LLC

 

Related Portfolios

  

Annual Advisory Fee Rate***

Focus Portfolios, which shall consist of the following Allocated Portion, Related Portfolio and Other Allocated Portions** of Related Portfolios (collectively referred to as “Focus Portfolios”):

 

EQ/Large Cap Growth PLUS Portfolio*

EQ/Marsico Focus Portfolio (a series of the Trust)

AXA Conservative Multimanager Fund (a series of AXA Offshore Multimanager Funds Trust)*

AXA Moderate Multimanager Fund (a series of AXA Offshore Multimanager Funds Trust)*

AXA Aggressive Multimanager Fund (a series of AXA Offshore Multimanager Funds Trust)*

   0.450% of the Focus Portfolios’ average daily net assets up to and including $400 million; 0.400% of the Focus Portfolios’ average daily net assets over $400 million and up to and including $1 billion; 0.375% of the Focus Portfolios’ average daily net assets over $1 billion and up to and including $1.5 billion; and 0.350% of the Focus Portfolios’ average daily net assets in excess of $1.5 billion

 

* Fees to be paid with respect to this Portfolio shall be based only on the portion of the Portfolio’s average daily net assets advised by the Adviser, which may be referred to as the “Marsico Allocated Portion.”

 

** Other Allocated Portions include another series of EQ Advisors Trust (or series or portions thereof) or other investment companies (or series or portions thereof) that are managed by the Manager and advised by the Adviser and classified as “Focus 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 Marsico Allocated Portion is the portion of the daily advisory fee for the Related Portfolios equal to the Marsico Allocated Portion’s net assets relative to the aggregate net assets of each respective Related Portfolio, including the Marsico Allocated Portion, used in fee calculation.

Exhibit (d)(23)(iv)

EQ ADVISORS TRUST

AMENDMENT NO. 1

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 1 to the Second Amended and Restated Investment Advisory Agreement dated as of July 1, 2008 between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Pacific Investment Management Company LLC, a limited liability company organized under the laws of the State of Delaware (“Adviser”).

WHEREAS, AXA Equitable and the Adviser have entered into a Second Amended and Restated Investment Advisory Agreement, dated as of August 1, 2006 (“Agreement”) relating to the EQ/PIMCO Real Return Portfolio (“Portfolio”) of EQ Advisors Trust (“Trust”); and

WHEREAS, AXA Equitable and the Adviser desire to modify the fee payable to the Adviser for investment advisory and other services the Adviser provides to the Portfolio.

NOW, THEREFORE, AXA Equitable and Adviser agree to modify the Agreement as follows:

1. Existing Portfolio . The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to the Portfolio.

2. Appendix A . Appendix A to the Agreement setting forth the Portfolio of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser with respect to the Portfolio is hereby replaced in its entirety by Appendix A attached hereto.

3. Ratification . Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 1 as of the date first set forth above.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
By:   /s/ Steven M. Joenk     By:   /s/ Brent L. Holden
  Steven M. Joenk       Name: Brent L. Holden
  Senior Vice President       Title: Managing Director


APPENDIX A

AMENDMENT NO. 1 TO

SECOND AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

PACIFIC INVESTMENT MANAGEMENT COMPANY LLC

 

Portfolio

  

Annual Advisory Fee Rate*

EQ/PIMCO Real Return Portfolio    0.25% of the Portfolio’s average daily net assets up to and including $1 billion and 0.20% in excess of $1 billion.

 

* The daily advisory fee for the Portfolio is calculated by multiplying the aggregate net assets of the Portfolio 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.

Exhibit (d)(26)(iv)

EQ ADVISORS TRUST

AMENDMENT NO. 1

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Wellington Management Company, LLP, a limited liability partnership organized under the laws of the Commonwealth of Massachusetts (“Adviser”).

AXA Equitable and Adviser agree to modify the Investment Advisory Agreement dated as of May 25, 2007 (“Agreement”) relating to the MarketPLUS Mid Cap Value Portfolio of EQ Advisors Trust (“Trust”) as follows:

1. Name Change . The name of the MarketPLUS Mid Cap Value Portfolio (“Portfolio”) is changed to EQ/Mid Cap Value PLUS Portfolio.

2. Existing Portfolio . The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to the Portfolio.

3. Appendix A . Appendix A to the Agreement setting for the Portfolios of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser with respect to the Portfolios is hereby replaced in its entirety by Appendix A attached hereto.

4. Ratification . Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 1 as of the date first set forth above.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     WELLINGTON MANAGEMENT COMPANY LLP
By:   /s/ Steven M. Joenk     By:   /s/ Jonathan M. Payson
  Steven M. Joenk       Name: Jonathan M. Payson
  Senior Vice President       Title: Senior Vice President


APPENDIX A

TO

INVESTMENT ADVISORY AGREEMENT

WITH

WELLINGTON MANAGEMENT COMPANY LLP

 

Fund

  

Annual Advisory Fee Rate**

Mid Cap Value Portfolios, which shall consist of the Allocated Portion of the Fund and Other Allocated Portions*** (collectively referred to as “Mid Cap Value Portfolios”):

 

EQ/Mid Cap Value PLUS Portfolio*

Multimanager Mid Cap Value Portfolio*,***

   0.55% of the Wellington Allocated Portion’s average daily net assets up to and including $150 million; and 0.45% of the Wellington Allocated Portion’s average daily net assets in excess of $150 million

 

* Fee to be paid with respect to this Fund (and each Mid Cap Value Portfolio) shall be based only on the portion of the Fund’s (and each Mid Cap Value Portfolio’s) average daily net assets advised by the Adviser, which in the aggregate may be referred to as the “Wellington Allocated Portion.”

 

** The daily advisory fee for the Wellington Allocated Portion is calculated by multiplying the aggregate net assets of the Wellington Allocated Portion 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.

 

*** 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 “Mid Cap Value Portfolios.

Exhibit (d)(32)(v)

INVESTMENT ADVISORY AGREEMENT

AGREEMENT, dated as of September 28, 2008, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and Montag & Caldwell, Inc., a Georgia corporation (“Adviser”).

WHEREAS, the Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”);

WHEREAS, the Manager has entered into an Investment Management Agreement dated April 1, 2004 with EQ Advisors Trust (“Trust”) an investment company registered under the Investment Company Act of 1940, as amended (“Investment Company 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 Adviser is registered as an investment adviser under the Advisers Act;

WHEREAS, the Board of Trustees of the Trust and the Manager desire to retain the Adviser to render investment advisory and other services to the EQ/Montag & Caldwell Growth Portfolio, a series of the Trust (“Portfolio”), in the manner and on the terms hereinafter set forth;

WHEREAS, the Manager has the authority under the Investment Management Agreement with the Trust to select advisers for the Portfolio of the Trust; and

WHEREAS, the Adviser is willing to furnish such services to the Manager and the Portfolio;

NOW, THEREFORE, the Manager and the Adviser agree as follows:

 

1. APPOINTMENT OF ADVISER

The Manager hereby appoints the Adviser to act as an investment adviser for the Portfolio, subject to the supervision and oversight 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. ACCEPTANCE OF APPOINTMENT

The Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided.


The assets of the Portfolio will be maintained in the custody of a custodian (who shall be identified by the Manager in writing). The Adviser will not have custody of any securities, cash or other assets of the Portfolio and will not be liable for any loss resulting from any act or omission of the custodian other than acts or omissions arising in reliance on instructions of the Adviser.

 

3. SERVICES TO BE RENDERED BY THE ADVISER 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 in its discretion, 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, to the extent deemed necessary and advisable by the Adviser in its discretion, 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 arranging for the purchase and sale of securities and other investments, including issuing directives to the administrator of the Trust as necessary for the appropriate implementation of the investment program of the Portfolio;

(iv) keep the Trustees of the Trust and the Manager fully informed in writing on an ongoing basis as agreed by the Manager and Adviser of all material facts concerning the investment and reinvestment of the assets in the Portfolio, the Adviser and its key investment personnel and operations, make regular and periodic 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 the Adviser will attend meetings with the Manager and/or the Trustees, as reasonably requested, to discuss the foregoing;

(v) in accordance with procedures and methods established by the Trustees of the Trust, which may be amended from time to time, provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Portfolio for which market prices are not readily available;

(vi) provide any and all material composite performance information relating to accounts the Adviser manages, if appropriate, which are relevant to the Portfolio and 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

 

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(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 matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of 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 and delivered to the Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio(s); (v) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust, so long as written copies of such policies and procedures have been provided to the Adviser; and (vi) the written instructions of the Manager. Prior to the commencement of the Adviser’s services hereunder, the Manager shall provide the Adviser with current copies of the Trust Declaration, By-Laws, Prospectus, SAI, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Trustees. The Manager undertakes to provide the Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document.

D. In furnishing services hereunder, the Adviser will not consult with any other adviser to (i) the Portfolio, (ii) any other Portfolio of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Portfolio in securities or other assets. (This shall not be deemed to prohibit the Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of rule 12d3-1.)

E. 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, and all equipment necessary for the efficient conduct of the Adviser’s duties under this Agreement.

F. 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 transactions for the Portfolio (i) in accordance with any written policies, practices or procedures that may be established by the Board of Trustees or the Manager from time to time and which have been provided to the 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 Portfolio or its nominees, the Adviser shall use its best efforts to

 

3


obtain for the Portfolio “best execution”, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio.

G. Subject to the appropriate policies and procedures approved by the Board of Trustees, 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 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 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. Subject to seeking best execution, the Board of Trustees or the Manager may direct the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment.

H. On occasions when the 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. 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 that the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients over time. The Manager agrees that Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Portfolio. The Manager also acknowledges that Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Portfolio, and that Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Portfolio any investment that Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Portfolio.

I. 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.

J. The Adviser will, unless and until otherwise directed by the Manager or the Board of Trustees, exercise all rights of security holders with respect to securities held by the Portfolio, including, but not limited to: voting proxies, converting, tendering, exchanging or

 

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redeeming securities; acting as a claimant in class action litigation (including litigation with respect to securities previously held); and exercising rights in the context of a bankruptcy or other reorganization. The Adviser has no obligation to advise or take any action on behalf of the Manager in any legal proceedings, including bankruptcies or class actions, involving securities held in or formerly held in the Portfolio or involving the issuers of those securities.

 

4. COMPENSATION OF ADVISER

The Manager will pay the Adviser an advisory fee with respect to the Portfolio as 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 daily for the Portfolio based on the net assets of the Portfolio on each day and accrued on a daily basis.

 

5. LIABILITY AND INDEMNIFICATION

A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its “Affiliates”) shall 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 or its Affiliates 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 or its Affiliates 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 Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or 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

 

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fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio(s) or the omission to state therein a material fact known to the Manager that 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.

C. If any losses are suffered by the Manager or its beneficiaries as a result of any act or omission of a custodian, broker, dealer or other service provider, the Manager will seek any recovery or pursue any remedy available to it against such custodian, broker, dealer or service provider as appropriate, and the Adviser shall provide reasonable assistance and cooperation to the Manager in its pursuit of such remedy but the Adviser otherwise shall have no other responsibility relating thereto.

 

6. REPRESENTATIONS OF MANAGER

The Manager represents, warrants and agrees that:

A. The Manager has been duly authorized by the Board of Trustees of the Trust to delegate to the Adviser the provision of investment services to the Portfolio as contemplated hereby.

B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser with a copy of such code of ethics.

C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations.

D. The Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best or its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (v) will promptly notify Adviser of the occurrence of any event that would disqualify Manager from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Manager will also promptly notify the Adviser if it 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 Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

 

7. REPRESENTATIONS OF ADVISER

The Adviser represents, warrants and agrees as follows:

A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the

 

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applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Portfolio and the Manager if it 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 Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics.

C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act.

D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control.

E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.

F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio in its composite performance.

 

8. 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 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.

 

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9. SUPPLEMENTAL ARRANGEMENTS

The Adviser may from time to time employ or associate itself with any person it believes to be particularly suited 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 or otherwise arising under the Agreement.

 

10. 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.

 

11. 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 it to retain such records (either in original or in duplicate form) as it shall reasonably require in order to carry out its business. In the event of the termination of this Agreement, such other records shall promptly be returned to the Trust by the Adviser free from any claim or retention of rights therein, provided that the Adviser may retain any such records that are required by law or regulation. 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, or otherwise required by law.

 

12. DURATION OF AGREEMENT

This Agreement shall become effective with respect to the Portfolio 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.

 

13. 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)

 

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in the event the Investment Management Agreement between the Manager and the Trust is assigned (as defined in the Investment Company Act) 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.

 

14. 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 mark 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 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 may be inadequate and thus, the Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

 

15. 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.

 

16. ASSIGNMENT

Any assignment (as that term is defined in the Investment Company Act) of the Agreement made by the Adviser without the prior written consent of the Trust and the Manager shall result in the automatic termination of this Agreement, as provided in Section 13 hereof. 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 its key employees within a reasonable time thereafter.

 

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17. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties with respect to the Portfolio.

 

18. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

 

19. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the address listed below of each applicable party in person or by registered or certified mail or a private mail or delivery service providing the sender with notice of receipt or such other address as specified in a notice duly given to the other parties. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

 

For:    AXA Equitable Life Insurance Company
   Patricia Louie, Vice President and Counsel
   1290 Avenue of the Americas, 8 th Floor
   New York, New York 10104
For:    EQ Advisors Trust
   Patricia Louie, Vice President and Secretary
   1290 Avenue of the Americas, 8 th Floor
   New York, New York 10104
For:    Montag & Caldwell, Inc.
   President
   3455 Peachtree Road, N.E.
   Atlanta, GA 30326

 

20. 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.

 

21. TRUST AND SHAREHOLDER LIABILITY

The Manager and Adviser are hereby expressly put on notice of the limitation of shareholder liability as set forth in the Agreement and Declaration of Trust of the Trust and agree that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Portfolio. The Manager and Adviser further agree that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Portfolio(s), nor from the Trustees or any individual Trustee of the Trust.

 

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22. 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.

 

23. 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.

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.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     MONTAG & CALDWELL, INC.
By:   /s/ Steven M. Joenk     By:   /s/ Rebecca M. Keister
  Steven M. Joenk       Name: Rebecca M. Keister
  Senior Vice President       Title: Executive Vice President

 

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APPENDIX A

TO

INVESTMENT ADVISORY AGREEMENT

The Manager shall pay the Adviser monthly compensation computed daily at an annual rate equal to the following:

 

Portfolio

  

Annual Advisory Fee

EQ/Montag & Caldwell Growth Portfolio

   0.30% of the Portfolio’s average daily net assets up to and including $1 billion; and 0.20% of the Portfolio’s average daily net assets in excess of $1 billion.

 

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Exhibit (d)(32)(vi)

INVESTMENT ADVISORY AGREEMENT

AGREEMENT, dated as of October 5, 2008, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and Montag & Caldwell, Inc., a Georgia corporation (“Adviser”).

WHEREAS, the Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”);

WHEREAS, the Manager has entered into an Investment Management Agreement dated April 1, 2004 with EQ Advisors Trust (“Trust”) an investment company registered under the Investment Company Act of 1940, as amended (“Investment Company 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 Adviser is registered as an investment adviser under the Advisers Act;

WHEREAS, the Board of Trustees of the Trust and the Manager desire to retain the Adviser to render investment advisory and other services to the EQ/Montag & Caldwell Growth Portfolio, a series of the Trust (“Portfolio”), in the manner and on the terms hereinafter set forth;

WHEREAS, the Manager has the authority under the Investment Management Agreement with the Trust to select advisers for the Portfolio of the Trust; and

WHEREAS, the Adviser is willing to furnish such services to the Manager and the Portfolio;

NOW, THEREFORE, the Manager and the Adviser agree as follows:

 

1. APPOINTMENT OF ADVISER

The Manager hereby appoints the Adviser to act as an investment adviser for the Portfolio, subject to the supervision and oversight 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. ACCEPTANCE OF APPOINTMENT

The Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided.


The assets of the Portfolio will be maintained in the custody of a custodian (who shall be identified by the Manager in writing). The Adviser will not have custody of any securities, cash or other assets of the Portfolio and will not be liable for any loss resulting from any act or omission of the custodian other than acts or omissions arising in reliance on instructions of the Adviser.

 

3. SERVICES TO BE RENDERED BY THE ADVISER 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 in its discretion, 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, to the extent deemed necessary and advisable by the Adviser in its discretion, 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 arranging for the purchase and sale of securities and other investments, including issuing directives to the administrator of the Trust as necessary for the appropriate implementation of the investment program of the Portfolio;

(iv) keep the Trustees of the Trust and the Manager fully informed in writing on an ongoing basis as agreed by the Manager and Adviser of all material facts concerning the investment and reinvestment of the assets in the Portfolio, the Adviser and its key investment personnel and operations, make regular and periodic 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 the Adviser will attend meetings with the Manager and/or the Trustees, as reasonably requested, to discuss the foregoing;

(v) in accordance with procedures and methods established by the Trustees of the Trust, which may be amended from time to time, provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Portfolio for which market prices are not readily available;

(vi) provide any and all material composite performance information relating to accounts the Adviser manages, if appropriate, which are relevant to the Portfolio and 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

 

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(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 matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of 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 and delivered to the Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio(s); (v) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust, so long as written copies of such policies and procedures have been provided to the Adviser; and (vi) the written instructions of the Manager. Prior to the commencement of the Adviser’s services hereunder, the Manager shall provide the Adviser with current copies of the Trust Declaration, By-Laws, Prospectus, SAI, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Trustees. The Manager undertakes to provide the Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document.

D. In furnishing services hereunder, the Adviser will not consult with any other adviser to (i) the Portfolio, (ii) any other Portfolio of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Portfolio in securities or other assets. (This shall not be deemed to prohibit the Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of rule 12d3-1.)

E. 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, and all equipment necessary for the efficient conduct of the Adviser’s duties under this Agreement.

F. 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 transactions for the Portfolio (i) in accordance with any written policies, practices or procedures that may be established by the Board of Trustees or the Manager from time to time and which have been provided to the 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 Portfolio or its nominees, the Adviser shall use its best efforts to

 

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obtain for the Portfolio “best execution”, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio.

G. Subject to the appropriate policies and procedures approved by the Board of Trustees, 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 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 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. Subject to seeking best execution, the Board of Trustees or the Manager may direct the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment.

H. On occasions when the 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. 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 that the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients over time. The Manager agrees that Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Portfolio. The Manager also acknowledges that Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Portfolio, and that Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Portfolio any investment that Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Portfolio.

I. 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.

J. The Adviser will, unless and until otherwise directed by the Manager or the Board of Trustees, exercise all rights of security holders with respect to securities held by the Portfolio, including, but not limited to: voting proxies, converting, tendering, exchanging or

 

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redeeming securities; acting as a claimant in class action litigation (including litigation with respect to securities previously held); and exercising rights in the context of a bankruptcy or other reorganization. The Adviser has no obligation to advise or take any action on behalf of the Manager in any legal proceedings, including bankruptcies or class actions, involving securities held in or formerly held in the Portfolio or involving the issuers of those securities.

 

4. COMPENSATION OF ADVISER

The Manager will pay the Adviser an advisory fee with respect to the Portfolio as 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 daily for the Portfolio based on the net assets of the Portfolio on each day and accrued on a daily basis.

 

5. LIABILITY AND INDEMNIFICATION

A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its “Affiliates”) shall 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 or its Affiliates 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 or its Affiliates 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 Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or 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

 

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fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio(s) or the omission to state therein a material fact known to the Manager that 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.

C. If any losses are suffered by the Manager or its beneficiaries as a result of any act or omission of a custodian, broker, dealer or other service provider, the Manager will seek any recovery or pursue any remedy available to it against such custodian, broker, dealer or service provider as appropriate, and the Adviser shall provide reasonable assistance and cooperation to the Manager in its pursuit of such remedy but the Adviser otherwise shall have no other responsibility relating thereto.

 

6. REPRESENTATIONS OF MANAGER

The Manager represents, warrants and agrees that:

A. The Manager has been duly authorized by the Board of Trustees of the Trust to delegate to the Adviser the provision of investment services to the Portfolio as contemplated hereby.

B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser with a copy of such code of ethics.

C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations.

D. The Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best or its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (v) will promptly notify Adviser of the occurrence of any event that would disqualify Manager from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Manager will also promptly notify the Adviser if it 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 Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

 

7. REPRESENTATIONS OF ADVISER

The Adviser represents, warrants and agrees as follows:

A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the

 

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applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Portfolio and the Manager if it 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 Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics.

C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act.

D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control.

E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.

F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio in its composite performance.

 

8. 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 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.

 

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9. SUPPLEMENTAL ARRANGEMENTS

The Adviser may from time to time employ or associate itself with any person it believes to be particularly suited 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 or otherwise arising under the Agreement.

 

10. 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.

 

11. 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 it to retain such records (either in original or in duplicate form) as it shall reasonably require in order to carry out its business. In the event of the termination of this Agreement, such other records shall promptly be returned to the Trust by the Adviser free from any claim or retention of rights therein, provided that the Adviser may retain any such records that are required by law or regulation. 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, or otherwise required by law.

 

12. DURATION OF AGREEMENT

This Agreement shall become effective with respect to the Portfolio 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.

 

13. 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)

 

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in the event the Investment Management Agreement between the Manager and the Trust is assigned (as defined in the Investment Company Act) 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.

 

14. 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 mark 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 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 may be inadequate and thus, the Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

 

15. 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.

 

16. ASSIGNMENT

Any assignment (as that term is defined in the Investment Company Act) of the Agreement made by the Adviser without the prior written consent of the Trust and the Manager shall result in the automatic termination of this Agreement, as provided in Section 13 hereof. 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 its key employees within a reasonable time thereafter.

 

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17. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties with respect to the Portfolio.

 

18. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

 

19. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the address listed below of each applicable party in person or by registered or certified mail or a private mail or delivery service providing the sender with notice of receipt or such other address as specified in a notice duly given to the other parties. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

 

For:

   AXA Equitable Life Insurance Company
   Patricia Louie, Vice President and Counsel
   1290 Avenue of the Americas, 8 th Floor
   New York, New York 10104

For:

   EQ Advisors Trust
   Patricia Louie, Vice President and Secretary
   1290 Avenue of the Americas, 8 th Floor
   New York, New York 10104

For:

   Montag & Caldwell, Inc.
   President
   3455 Peachtree Road, N.E.
   Atlanta, GA 30326

 

20. 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.

 

21. TRUST AND SHAREHOLDER LIABILITY

The Manager and Adviser are hereby expressly put on notice of the limitation of shareholder liability as set forth in the Agreement and Declaration of Trust of the Trust and agree that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Portfolio. The Manager and Adviser further agree that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Portfolio(s), nor from the Trustees or any individual Trustee of the Trust.

 

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22. 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.

 

23. 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.

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.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     MONTAG & CALDWELL, INC.
By:   /s/ Steven M. Joenk     By:   /s/ Rebecca M. Keister
  Steven M. Joenk       Name: Rebecca M. Keister
  Senior Vice President       Title: Executive Vice President

 

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APPENDIX A

TO

INVESTMENT ADVISORY AGREEMENT

The Manager shall pay the Adviser monthly compensation computed daily at an annual rate equal to the following:

 

Portfolio

  

Annual Advisory Fee

EQ/Montag & Caldwell Growth Portfolio    0.30% of the Portfolio’s average daily net assets up to and including $1 billion; and 0.20% of the Portfolio’s average daily net assets in excess of $1 billion.

 

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Exhibit (d)(32)(vii)

INVESTMENT ADVISORY AGREEMENT

AGREEMENT, dated as of December 4, 2008, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and Montag & Caldwell, Inc., a Georgia corporation (“Adviser”).

WHEREAS, the Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”);

WHEREAS, the Manager has entered into an Investment Management Agreement dated April 1, 2004 with EQ Advisors Trust (“Trust”) an investment company registered under the Investment Company Act of 1940, as amended (“Investment Company 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 Adviser is registered as an investment adviser under the Advisers Act;

WHEREAS, the Board of Trustees of the Trust and the Manager desire to retain the Adviser to render investment advisory and other services to the EQ/Montag & Caldwell Growth Portfolio, a series of the Trust (“Portfolio”), in the manner and on the terms hereinafter set forth;

WHEREAS, the Manager has the authority under the Investment Management Agreement with the Trust to select advisers for the Portfolio of the Trust; and

WHEREAS, the Adviser is willing to furnish such services to the Manager and the Portfolio;

NOW, THEREFORE, the Manager and the Adviser agree as follows:

 

1. APPOINTMENT OF ADVISER

The Manager hereby appoints the Adviser to act as an investment adviser for the Portfolio, subject to the supervision and oversight 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. ACCEPTANCE OF APPOINTMENT

The Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided.


The assets of the Portfolio will be maintained in the custody of a custodian (who shall be identified by the Manager in writing). The Adviser will not have custody of any securities, cash or other assets of the Portfolio and will not be liable for any loss resulting from any act or omission of the custodian other than acts or omissions arising in reliance on instructions of the Adviser.

 

3. SERVICES TO BE RENDERED BY THE ADVISER 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 in its discretion, 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, to the extent deemed necessary and advisable by the Adviser in its discretion, 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 arranging for the purchase and sale of securities and other investments, including issuing directives to the administrator of the Trust as necessary for the appropriate implementation of the investment program of the Portfolio;

(iv) keep the Trustees of the Trust and the Manager fully informed in writing on an ongoing basis as agreed by the Manager and Adviser of all material facts concerning the investment and reinvestment of the assets in the Portfolio, the Adviser and its key investment personnel and operations, make regular and periodic 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 the Adviser will attend meetings with the Manager and/or the Trustees, as reasonably requested, to discuss the foregoing;

(v) in accordance with procedures and methods established by the Trustees of the Trust, which may be amended from time to time, provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Portfolio for which market prices are not readily available;

(vi) provide any and all material composite performance information relating to accounts the Adviser manages, if appropriate, which are relevant to the Portfolio and 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

 

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(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 matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of 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 and delivered to the Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio(s); (v) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust, so long as written copies of such policies and procedures have been provided to the Adviser; and (vi) the written instructions of the Manager. Prior to the commencement of the Adviser’s services hereunder, the Manager shall provide the Adviser with current copies of the Trust Declaration, By-Laws, Prospectus, SAI, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Trustees. The Manager undertakes to provide the Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document.

D. In furnishing services hereunder, the Adviser will not consult with any other adviser to (i) the Portfolio, (ii) any other Portfolio of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Portfolio in securities or other assets. (This shall not be deemed to prohibit the Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of rule 12d3-1.)

E. 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, and all equipment necessary for the efficient conduct of the Adviser’s duties under this Agreement.

F. 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 transactions for the Portfolio (i) in accordance with any written policies, practices or procedures that may be established by the Board of Trustees or the Manager from time to time and which have been provided to the 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 Portfolio or its nominees, the Adviser shall use its best efforts to

 

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obtain for the Portfolio “best execution”, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio.

G. Subject to the appropriate policies and procedures approved by the Board of Trustees, 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 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 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. Subject to seeking best execution, the Board of Trustees or the Manager may direct the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment.

H. On occasions when the 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. 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 that the Adviser considers to be the most equitable and consistent with its fiduciary obligations to the Portfolio and to its other clients over time. The Manager agrees that Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Portfolio. The Manager also acknowledges that Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Portfolio, and that Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Portfolio any investment that Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Portfolio.

I. 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.

J. The Adviser will, unless and until otherwise directed by the Manager or the Board of Trustees, exercise all rights of security holders with respect to securities held by the Portfolio, including, but not limited to: voting proxies, converting, tendering, exchanging or

 

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redeeming securities; acting as a claimant in class action litigation (including litigation with respect to securities previously held); and exercising rights in the context of a bankruptcy or other reorganization. The Adviser has no obligation to advise or take any action on behalf of the Manager in any legal proceedings, including bankruptcies or class actions, involving securities held in or formerly held in the Portfolio or involving the issuers of those securities.

 

4. COMPENSATION OF ADVISER

The Manager will pay the Adviser an advisory fee with respect to the Portfolio as 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 daily for the Portfolio based on the net assets of the Portfolio on each day and accrued on a daily basis.

 

5. LIABILITY AND INDEMNIFICATION

A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its “Affiliates”) shall 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 or its Affiliates 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 or its Affiliates 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 Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or 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

 

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fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio(s) or the omission to state therein a material fact known to the Manager that 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.

C. If any losses are suffered by the Manager or its beneficiaries as a result of any act or omission of a custodian, broker, dealer or other service provider, the Manager will seek any recovery or pursue any remedy available to it against such custodian, broker, dealer or service provider as appropriate, and the Adviser shall provide reasonable assistance and cooperation to the Manager in its pursuit of such remedy but the Adviser otherwise shall have no other responsibility relating thereto.

 

6. REPRESENTATIONS OF MANAGER

The Manager represents, warrants and agrees that:

A. The Manager has been duly authorized by the Board of Trustees of the Trust to delegate to the Adviser the provision of investment services to the Portfolio as contemplated hereby.

B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser with a copy of such code of ethics.

C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations.

D. The Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best or its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (v) will promptly notify Adviser of the occurrence of any event that would disqualify Manager from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Manager will also promptly notify the Adviser if it 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 Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

 

7. REPRESENTATIONS OF ADVISER

The Adviser represents, warrants and agrees as follows:

A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the

 

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applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify the Portfolio and the Manager if it 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 Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and all other records relevant to the Adviser’s code of ethics.

C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, as required by the Advisers Act.

D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control.

E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.

F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio, the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio in its composite performance.

 

8. 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 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.

 

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9. SUPPLEMENTAL ARRANGEMENTS

The Adviser may from time to time employ or associate itself with any person it believes to be particularly suited 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 or otherwise arising under the Agreement.

 

10. 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.

 

11. 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 it to retain such records (either in original or in duplicate form) as it shall reasonably require in order to carry out its business. In the event of the termination of this Agreement, such other records shall promptly be returned to the Trust by the Adviser free from any claim or retention of rights therein, provided that the Adviser may retain any such records that are required by law or regulation. 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, or otherwise required by law.

 

12. DURATION OF AGREEMENT

This Agreement shall become effective with respect to the Portfolio 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.

 

13. 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)

 

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in the event the Investment Management Agreement between the Manager and the Trust is assigned (as defined in the Investment Company Act) 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.

 

14. 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 mark 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 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 may be inadequate and thus, the Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

 

15. 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.

 

16. ASSIGNMENT

Any assignment (as that term is defined in the Investment Company Act) of the Agreement made by the Adviser without the prior written consent of the Trust and the Manager shall result in the automatic termination of this Agreement, as provided in Section 13 hereof. 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 its key employees within a reasonable time thereafter.

 

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17. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties with respect to the Portfolio.

 

18. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

 

19. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the address listed below of each applicable party in person or by registered or certified mail or a private mail or delivery service providing the sender with notice of receipt or such other address as specified in a notice duly given to the other parties. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

 

  For: AXA Equitable Life Insurance Company
     Patricia Louie, Vice President and Associate General Counsel
 

  

1290 Avenue of the Americas, 8 th Floor

     New York, New York 10104

 

  For: EQ Advisors Trust
     Patricia Louie, Vice President and Secretary
 

  

1290 Avenue of the Americas, 8 th Floor

     New York, New York 10104

 

  For: Montag & Caldwell, Inc.
     President
     3455 Peachtree Road, N.E.
     Atlanta, GA 30326

 

20. 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.

 

21. TRUST AND SHAREHOLDER LIABILITY

The Manager and Adviser are hereby expressly put on notice of the limitation of shareholder liability as set forth in the Agreement and Declaration of Trust of the Trust and agree that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Portfolio. The Manager and Adviser further agree that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Portfolio(s), nor from the Trustees or any individual Trustee of the Trust.

 

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22. 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.

 

23. 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.

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.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     MONTAG & CALDWELL, INC.
By:   /s/ Steven M. Joenk     By:   /s/ Rebecca M. Keister
 

Steven M. Joenk

Senior Vice President

   

Name:

Title:

 

Rebecca M. Keister

Executive Vice President

 

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APPENDIX A

TO

INVESTMENT ADVISORY AGREEMENT

The Manager shall pay the Adviser monthly compensation computed daily at an annual rate equal to the following:

 

 

Portfolio

  

Annual Advisory Fee

EQ/Montag & Caldwell Growth Portfolio

   0.30% of the Portfolio’s average daily net assets up to and including $1 billion; and 0.20% of the Portfolio’s average daily net assets in excess of $1 billion.

 

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Exhibit (d)(34)(i)

INVESTMENT ADVISORY AGREEMENT

AGREEMENT, dated as of December 1, 2008, by and between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), and SSgA Funds Management, Inc., a Massachusetts corporation (the “Adviser”).

WHEREAS, the Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”);

WHEREAS, the Manager has entered into an Investment Management Agreement dated May 1, 2000 with EQ Advisors Trust (“Trust”) an investment company registered under the Investment Company Act of 1940, as amended (“Investment Company Act”);

WHEREAS, the Adviser is registered as an investment adviser under the Advisers Act;

WHEREAS, the Board of Trustees of the Trust and the Manager desire to retain the Adviser to render investment advisory and other services to the portfolio(s) and allocate portions of portfolios specified in Appendix A hereto, each a series of the Trust (each a “Portfolio” and collectively, the “Portfolios”), in the manner and on the terms hereinafter set forth;

WHEREAS, the Manager has the authority under the Investment Management Agreement with the Trust to select advisers for each Portfolio of the Trust; and

WHEREAS, the Adviser is willing to furnish such services to the Manager and each Portfolio;

NOW, THEREFORE, the Manager and the Adviser agree as follows:

 

1. APPOINTMENT OF THE ADVISER

The Manager hereby appoints the Adviser to act as an investment adviser for each Portfolio, subject to the supervision and oversight 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. ACCEPTANCE OF APPOINTMENT

The Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided.

The assets of each Portfolio will be maintained in the custody of a custodian (who shall be identified by the Manager in writing). The Adviser will not have custody of any securities, cash or other assets of the Portfolio and will not be liable for any loss resulting from any act or omission of the custodian other than acts or omissions arising in reliance on instructions of the Adviser.


3. SERVICES TO BE RENDERED BY THE ADVISER TO THE TRUST

A. As investment adviser to each 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, to the extent deemed necessary and advisable by the Adviser in its discretion, 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 arranging for the purchase and sale of securities and other investments, including issuing directives to the administrator of the Trust as necessary for the appropriate implementation of the investment program of the Portfolio;

(iv) keep the Trustees of the Trust and the Manager fully informed in writing on an ongoing basis as agreed by the Manager and the Adviser of all material facts concerning (1) the investment and reinvestment of the assets in the Portfolio, and (2) the Adviser and its key investment personnel and operations providing services with respect to the Portfolio; make regular and periodic 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 the Adviser will attend meetings with the Manager and/or the Trustees, as reasonably requested, to discuss the foregoing;

(v) in accordance with procedures and methods established by the Trustees of the Trust, which may be amended from time to time, provide assistance in determining the fair value of all securities and other investments/assets in the Portfolio as may reasonably be requested by Manager, it being understood that the Adviser shall not be responsible for determining the value of any such security;

(vi) provide any and all material composite performance information about accounts the Adviser manages, if appropriate, which are relevant to the Portfolio and 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 the 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

 

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(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 matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of 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 Securities and Exchange Commission (“SEC”) and delivered to the Adviser, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio(s); (v) the Trust’s Compliance Manual and other policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the written instructions of the Manager. Prior to the commencement of the Adviser’s services hereunder, the Manager shall provide the Adviser with current copies of the Trust Declaration, By-Laws, Prospectus and SAI, Compliance Manual and other relevant policies and procedures that are adopted by the Board of Trustees. The Manager undertakes to provide the Adviser with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document.

D. In furnishing services hereunder, the Adviser will not consult with any other adviser to (i) the Portfolio, (ii) any other Portfolio of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Portfolio in securities or other assets. (This shall not be deemed to prohibit the Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit the Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs a and b of Rule 12d3-1 under the Investment Company Act.)

E. 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, and all equipment necessary for the efficient conduct of the Adviser’s duties under this Agreement.

F. The Adviser will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein which may include brokers and dealers affiliated with the Adviser if and as permitted by applicable law. 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 transactions for each Portfolio (i) in accordance with any written policies, practices or procedures that may be established by the Board of Trustees or the Manager from time to time and which have been provided to the Adviser or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for each Portfolio, in the name of the Portfolio or its nominees, the Adviser shall use its best efforts to obtain for the Portfolio “best execution”, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to the Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio.

 

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G. Subject to the appropriate policies and procedures approved by the Board of Trustees, the Adviser may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), cause each Portfolio to pay a broker or dealer that provides brokerage or research services to the Manager, the Adviser or 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 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 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. Subject to seeking best execution, the Board of Trustees or the Manager may authorize, but not require, the Adviser to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment.

H. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of the Portfolio(s) as well as other clients of the Adviser and its affiliates, 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. 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 which the Adviser considers to be the most equitable and consistent with its fiduciary obligations to each Portfolio and to its other clients over time. The Manager agrees that the Adviser and its affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Portfolio. The Manager also acknowledges that the Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Portfolio, and that the Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon the Adviser any obligation to purchase or to sell or to recommend for purchase or sale for the Portfolio any investment that the Adviser, its affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of the Adviser it is for any reason impractical or undesirable to take such action or make such recommendation for the Portfolio.

I. The Adviser will maintain all accounts, books and records with respect to each 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.

J. The Adviser will, unless and until otherwise directed by the Manager or the Board of Trustees and consistent with seeking the best interests of each Portfolio, exercise (or not exercise in its discretion) all rights of security holders with respect to securities held by each Portfolio, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; and exercising rights in the context of a bankruptcy or other reorganization.

 

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Unless the Manager or the Board of Trustees gives written instructions to the contrary, the Adviser shall vote all proxies solicited by or with respect to the issuers of securities in which assets of the Portfolio may be invested in accordance with the Adviser’s proxy voting guidelines, a copy of which has been provided to the Manager. For the avoidance of doubt, the Adviser shall not be responsible for filing proofs of claim or otherwise participating in class action lawsuits with respect to securities held by a Portfolio.

 

4. COMPENSATION OF THE ADVISER

The Manager will pay the Adviser an advisory fee with respect to each Portfolio as 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 daily for the Portfolio based on the net assets of the Portfolio on each day and accrued on a daily basis.

 

5. LIABILITY AND INDEMNIFICATION

A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Adviser nor any of its officers, members or employees (its “Affiliates”) shall 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 or its Affiliates with respect to each 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 or its Affiliates 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 Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or 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 each 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

 

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(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 Portfolio(s) or the omission to state therein a material fact known to the Manager that 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 the Adviser Indemnitees for use therein.

 

6. REPRESENTATIONS OF THE MANAGER

The Manager represents, warrants and agrees that:

A. The Manager has been duly authorized by the Board of Trustees of the Trust to delegate to the Adviser the provision of investment services to each Portfolio as contemplated hereby.

B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Adviser with a copy of such code of ethics.

C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations.

D. The Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; and (v) will promptly notify the Adviser of the occurrence of any event that would disqualify the Manager from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Manager will also promptly notify the Adviser if it 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 Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

E. The Portfolio is either (i) excluded from the definition of the term “pool” under Section 4.5 of the General Regulations under the Commodity Exchange Act (“Rule 4.5”), or (ii) a qualifying entity under Rule 4.5(b) for which a notice of eligibility has been filed.

 

7. REPRESENTATIONS OF THE ADVISER

The Adviser represents, warrants and agrees as follows:

A. The Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered (or shall qualify for an exemption from registration) for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement;

 

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(iii) has met and will seek to continue to meet, for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify the Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Adviser will also promptly notify each Portfolio and the Manager if it 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 Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

B. The Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and Rule 204A-1 under the Advisers Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Adviser shall certify to the Manager that the Adviser has complied with the requirements of Rule 17j-1 and Rule 204A-1 during the previous year and that there has been no material violation of the Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Adviser shall permit the Manager, its employees or its agents to examine the reports required to be made to the Adviser by Rule 17j-1(c)(1) and Rule 204A-1(b) and all other records relevant to the Adviser’s code of ethics but only to the extent such reports and/or records relate to the provision of services hereunder.

C. The Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the SEC and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect those changes in the Adviser’s organizational structure, professional staff or other significant developments affecting the Adviser, which are required by the Advisers Act.

D. The Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Adviser, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Adviser, in each case prior to or promptly after, such change. The Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control.

E. The Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.

F. The Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio(s), the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Adviser may use the performance of the Portfolio in its composite performance.

 

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8. NON-EXCLUSIVITY

The services of the Adviser to the Manager, the Portfolio(s) 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 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.

 

9. SUPPLEMENTAL ARRANGEMENTS

The Adviser may from time to time employ or associate itself with any person it believes to be particularly suited 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(s) 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 or otherwise arising under the Agreement.

 

10. 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.

 

11. RECORDS

Except to the extent records are required to be maintained by the Adviser pursuant to the Investment Company Act or the Advisers Act, 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 it to retain such records (either in original or in duplicate form) as it shall reasonably require in order to carry out its business. In the event of the termination of this Agreement, such other records shall promptly be returned to the Trust by the Adviser free from any claim or retention of rights therein, provided that the Adviser may retain any such records that are required by law or regulation. 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, or otherwise required by law.

 

12. DURATION OF AGREEMENT

This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved: (i) by a vote of a majority of those trustees of the Trust who are not “interested persons” (as defined in the Investment Company Act) of any party to this Agreement (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, and (ii) by vote of a majority of the Portfolio’s outstanding securities. This Agreement shall 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 Independent Trustees cast in person at a meeting called for the purpose of voting on such approval.

 

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13. 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 the 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 (as defined in the Investment Company Act) 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.

 

14. USE OF THE 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 mark 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 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 may be inadequate and thus, the Adviser shall be entitled to injunctive relief, as well as any other remedy available under law.

 

15. 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.

 

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16. ASSIGNMENT

Any assignment (as that term is defined in the Investment Company Act) of the Agreement made by the Adviser without the prior written consent of the Trust and the Manager shall result in the automatic termination of this Agreement, as provided in Section 13 hereof. 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 its key employees within a reasonable time thereafter.

 

17. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties with respect to each Portfolio.

 

18. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

 

19. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the address listed below of each applicable party in person or by registered or certified mail or a private mail or delivery service providing the sender with notice of receipt or such other address as specified in a notice duly given to the other parties. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

 

For:    AXA Equitable Life Insurance Company
   Patricia Louie, Vice President and Associate General Counsel
   1290 Avenue of the Americas, 8 th Floor
   New York, New York 10104
For:    EQ Advisors Trust
   Patricia Louie, Vice President and Secretary
   1290 Avenue of the Americas, 8 th Floor
   New York, New York 10104
For:    SSgA Funds Management, Inc.
   Attn: Chief Compliance Officer
   State Street Financial Center
   One Lincoln Street
   Boston, MA 02111

 

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20. 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.

 

21. TRUST AND SHAREHOLDER LIABILITY

The Manager and the Adviser are hereby expressly put on notice of the limitation of shareholder liability as set forth in the Trust Declaration and agree that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Portfolio. The Manager and the Adviser further agree that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Portfolio(s), nor from the Trustees or any individual Trustee of the Trust.

 

22. 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.

 

23. 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.

 

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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.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     SSgA FUNDS MANAGEMENT, INC.
By:   /s/ Steven M. Joenk     By:   /s/ James E. Ross
  Name: Steven M. Joenk       Name: James E. Ross
  Title: Senior Vice President       Title: President

 

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APPENDIX A

TO

INVESTMENT ADVISORY AGREEMENT

The Manager shall pay the Adviser monthly compensation computed daily at an annual rate equal to the following:

 

Portfolio or Allocated Portion of a Portfolio

  

Annual Advisory Fee Rate

EQ/Large Cap Growth PLUS Portfolio*    0.02% of the Index Allocated Portion’s average daily net assets up to and including $150 million; 0.015% of the Index Allocated Portion’s average daily net assets in excess of $150 million.
EQ/Large Cap Core PLUS Portfolio*    0.02% of the Index Allocated Portion’s average daily net assets up to and including $150 million; 0.015% of the Index Allocated Portion’s average daily net assets in excess of $150 million.
EQ/International Core PLUS Portfolio*    0.04% of the Index Allocated Portion’s average daily net assets up to and including $100 million; 0.03% of the Index Allocated Portion’s average daily net assets in excess of $100 million up to and including $600 million; 0.0275% of the Index Allocated Portion’s average daily net assets in excess of $600 million.
EQ/Mid Cap Value PLUS Portfolio*    0.02% of the Portfolio’s average daily net assets up to and including $150 million; 0.015% of the Portfolio’s average daily net assets in excess of $150 million.
EQ/Quality Bond PLUS Portfolio*    0.02% of the Index Allocated Portion’s average daily net assets.
EQ/Bond Index Portfolio    0.02% of the Portfolio’s average daily net assets.
EQ/Large Cap Value Index Portfolio    0.02% of the Portfolio’s average daily net assets up to and including $150 million; 0.015% of the Portfolio’s average daily net assets in excess of $150 million.
EQ/Mid Cap Index Portfolio    .02% of the Portfolio’s average daily net assets up to and including $150 million; 0.015% of the Portfolio’s average daily net assets in excess of $150 million.

 

* Fees to be paid with respect to this Portfolio shall be based only on the portion of the Portfolio’s average daily net assets advised by the Adviser, which may be referred to as the “Index Allocated Portion.”

 

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Exhibit (d)(34)(ii)

EQ ADVISORS TRUST

AMENDMENT NO. 1 TO THE

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of January 1, 2009 (“Amendment No. 1”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and SSgA Funds Management, Inc. (“SSgA” or “Adviser”).

WHEREAS , AXA Equitable and Adviser have entered into an Advisory Agreement, dated as of December 1, 2008 (“Agreement”) relating to the Portfolios identified in Appendix A hereto (collectively, the (“Portfolios”) of EQ Advisors Trust (“Trust”); and

WHEREAS, AXA Equitable and Adviser desire to modify the fee payable to the Adviser for investment advisory and other services the Adviser provides to the Portfolios and Appoint the Adviser as an investment adviser to the EQ/Intermediate Government Bond Index Portfolio and EQ/Core Bond Index Portfolio.

NOW, THEREFORE, AXA Equitable and Adviser agree to modify the Agreement as follows:

1. New Portfolios . The references to the term “Portfolio” in the Agreement shall include the EQ/Intermediate Government Bond Index Portfolio and EQ/Core Bond Index Portfolio.

2. Existing Portfolios . The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to the following Portfolios or an Index Allocated Portion of a Portfolio, as applicable: EQ/Large Cap Growth PLUS Portfolio, EQ/Large Cap Core PLUS Portfolio, EQ/International Core PLUS Portfolio, EQ/Mid Cap Value PLUS Portfolio, EQ/Quality Bond PLUS Portfolio, EQ/Bond Index Portfolio, EQ/Large Cap Value Index Portfolio and EQ/Mid Cap Index Portfolio.

3. Appendix A. Appendix A to the Agreement setting forth the Portfolios of the Trust for which the Adviser is appointed as the investment adviser and the fees payable to the Adviser with respect to the Portfolios is hereby replaced in its entirety by Appendix attached hereto.

4. Ratification. Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.


IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 1 as of the date first set forth above.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     SSgA FUNDS MANAGEMENT, INC.
By:   /s/ Steven M. Joenk     By:   /s/ James E. Ross
  Steven M. Joenk       James E. Ross
  Senior Vice President       President


APPENDIX B

AMENDMENT NO. 1 TO THE

INVESTMENT ADVISORY AGREEMENT

The Manager shall pay the Adviser monthly compensation computed daily at an annual rate equal to the following:

 

Portfolio or Allocated Portion of a Portfolio

  

Annual Advisory Fee Rate

EQ/Large Cap Growth PLUS Portfolio*    0.02% of the Index Allocated Portion’s average daily net assets up to and including $150 million; 0.015% of the Index Allocated Portion’s average daily net assets in excess of $150 million.
EQ/Large Cap Core PLUS Portfolio*    0.02% of the Index Allocated Portion’s average daily net assets up to and including $150 million; 0.015% of the Index Allocated Portion’s average daily net assets in excess of $150 million.
EQ/International Core PLUS Portfolio*    0.04% of the Index Allocated Portion’s average daily net assets up to and including $100 million; 0.03% of the Index Allocated Portion’s average daily net assets in excess of $100 million up to and including $600 million; 0.0275% of the Index Allocated Portion’s average daily net assets in excess of $600 million.
EQ/Mid Cap Value PLUS Portfolio*    0.02% of the Portfolio’s average daily net assets up to and including $150 million; 0.015% of the Portfolio’s average daily net assets in excess of $150 million.
EQ/Quality Bond PLUS Portfolio*    0.02% of the Index Allocated Portion’s average daily net assets up to and including $2 billion; 0.015% of the Index Allocated Portion’s average daily net assets in excess of $2 billion.
EQ/Bond Index Portfolio    0.02% of the Portfolio’s average daily net assets up to and including $2 billion; 0.015% of the Portfolio’s average daily net assets in excess of $2 billion.
EQ/Large Cap Value Index Portfolio    0.02% of the Portfolio’s average daily net assets up to and including $150 million; 0.015% of the Portfolio’s average daily net assets in excess of $150 million.
EQ/Mid Cap Index Portfolio    .02% of the Portfolio’s average daily net assets up to and including $150 million; 0.015% of the Portfolio’s average daily net assets in excess of $150 million.
EQ/Intermediate Government Bond Index Portfolio    0.02% of the Portfolio’s average daily net assets up to and including $2 billion; 0.015% of the Portfolio’s average daily net assets in excess of $2 billion.
EQ/Core Bond Index Portfolio    0.02% of the Portfolio’s average daily net assets up to and including $2 billion; 0.015% of the Portfolio’s average daily net assets in excess of $2 billion

 

* Fees to be paid with respect to this Portfolio shall be based only on the portion of the Portfolio’s average daily net assets advised by the Adviser, which may be referred to as the “Index Allocated Portion.”

Exhibit (d)(53)(i)

EQ ADVISORS TRUST

AMENDMENT NO. 1

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of July 1, 2008 between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and BlackRock Financial Management, Inc., a corporation organized under the laws of the State of Delaware (“Adviser”).

WHEREAS, AXA Equitable and Adviser have entered into an Investment Advisory Agreement, dated as of October 1, 2006 (“Agreement”) relating to the Portfolios identified in Appendix A hereto (collectively, the “Portfolios”) of EQ Advisors Trust (“Trust”); and

WHEREAS, AXA Equitable and the Adviser desire to modify the fee payable to the Adviser for investment advisory and other services the Adviser provides to the Portfolios.

NOW, THEREFORE, AXA Equitable and Adviser agree to modify the Agreement as follows:

1. Existing Portfolios. The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to the Portfolios.

2. Appendix A. Appendix A to the Agreement setting for the Portfolios of the Trust for which the Adviser is appointed as the investment adviser and the fees payable to the Adviser with respect to the Portfolios is hereby replaced in its entirety by Appendix A attached hereto.

3. Ratification . Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 1 as of the date first set forth above.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     BLACKROCK FINANCIAL MANAGEMENT, INC.
By:   /s/ Steven M. Joenk     By:   /s/ Denis R. Molleur
  Steven M. Joenk       Name: Denis R. Molleur
  Senior Vice President       Title: Managing Director


APPENDIX A

AMENDMENT NO. 1 TO

INVESTMENT ADVISORY AGREEMENT

BLACKROCK FINANCIAL MANAGEMENT, INC.

 

Related Portfolios

  

Annual Advisory Fee Rate*

EQ/Government Securities Portfolio    0.15% of the Portfolio’s average daily net assets
EQ/Long Term Bond Portfolio    0.15% of the Portfolio’s average daily net assets up to and including $500 million; and 0.125% of the Portfolio’s average daily net assets in excess of $500 million and up to and including $1 billion; and 0.10% of the Portfolio’s average daily net assets in excess of $1 billion.
EQ/Short Duration Bond Portfolio    0.10% of the Portfolio’s average daily net assets up to and including $1 billion and 0.08% of the Portfolio’s average daily net assets in excess of $1 billion.

 

* The daily advisory fee for each Portfolio is calculated by multiplying the aggregate net assets of the Portfolio 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.

Exhibit (d)(54)(ii)

EQ ADVISORS TRUST

AMENDMENT NO. 2

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of July 1, 2008 between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and BlackRock Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“Adviser”).

WHEREAS, AXA Equitable and the Adviser have entered into an Investment Advisory Agreement, dated as of October 1, 2006, as amended, (“Agreement”) relating to the EQ/BlackRock Basic Value Equity Portfolio (“Portfolio”) of EQ Advisors Trust (“Trust”); and

WHEREAS, AXA Equitable and the Adviser desire to modify the fee payable to the Adviser for investment advisory and other services the Adviser provides to the Portfolio.

NOW, THEREFORE, AXA Equitable and Adviser agree to modify the Agreement as follows:

1. Existing Portfolio. The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to the Portfolio.

2. Appendix A. Appendix A to the Agreement setting forth the Portfolio of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser with respect to the Portfolio is hereby replaced in its entirety by Appendix A attached hereto. Appendix A also includes, for purposes of calculating the fee payable to the Adviser, a series of a related trust, the AXA Offshore Multimanager Funds Trust.

3. Ratification . Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 2 as of the date first set forth above.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     BLACKROCK INVESTMENT MANAGEMENT LLC
By:   /s/ Steven M. Joenk     By:   /s/ Denis R. Molleur
  Steven M. Joenk       Name: Denis R. Molleur
  Senior Vice President       Title: Managing Director


APPENDIX A

AMENDMENT NO. 2 TO

INVESTMENT ADVISORY AGREEMENT

BLACKROCK INVESTMENT MANAGEMENT LLC

 

Related Portfolios

  

Annual Advisory Fee Rate***

Basic Value Portfolios , which shall consist of the following Portfolio and Other Allocated Portion(s)** (collectively, referred to as “Basic Value Portfolios”):

 

EQ/BlackRock Basic Value Equity Portfolio

AXA Conservative Multimanager Fund, a series of the AXA Offshore Multimanager Funds Trust* , **

AXA Moderate Multimanager Fund, a series of the AXA Offshore Multimanager Funds Trust* , **

AXA Aggressive Multimanager Fund, a series of the AXA Offshore Multimanager Funds Trust* , **

   .40% of the Basic Value Portfolios’ average daily net assets up to and including $100 million; 0.375% of the Basic Value Portfolios’ average daily net assets in excess of $100 million up to and including $300 million; 0.35% of the Basic Value Portfolios’ average daily net assets in excess of $300 million up to and including $500 million; 0.325% of the Basic Value Portfolios’ average daily net assets in excess of $500 million up to and including $1 billion; and 0.30% in excess of $1 billion.

 

* Fee to be paid with respect to this Portfolio shall be based only on the portion of the Portfolio’s average daily net assets advised by the Adviser, which is referred to as an “Allocated Portion.”

 

** Other Allocated Portions are other investment companies (or series or portions thereof that are managed by the Manager and advised by the Adviser, which are classified as “Basic Value Portfolios.”

 

*** The daily advisory fee for the Basic Value Portfolios is calculated by multiplying the aggregate net assets of the Basic Value Portfolios at the close of the immediately preceding 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 the fee calculation.

Exhibit (d)(55)(ii)

EQ ADVISORS TRUST

AMENDMENT NO. 2

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of July 1, 2008 between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and BlackRock Investment Management International Limited, a company incorporated under the laws of England (“Adviser”).

WHEREAS, AXA Equitable and the Adviser have entered into an Investment Advisory Agreement, dated as of October 1, 2006, as amended, (“Agreement”) relating to the EQ/BlackRock International Value Portfolio (“Portfolio”) of EQ Advisors Trust (“Trust”); and

WHEREAS, AXA Equitable and the Adviser desire to modify the fee payable to the Adviser for investment advisory and other services the Adviser provides to the Portfolio.

NOW, THEREFORE, AXA Equitable and Adviser agree to modify the Agreement as follows:

1. Existing Portfolio . The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to the Portfolio.

2. Appendix A . Appendix A to the Agreement setting forth the Portfolio of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser with respect to the Portfolio is hereby replaced in its entirety by Appendix A attached hereto.

3. Ratification . Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF , the parties have executed and delivered this Amendment No. 2 as of the date first set forth above.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     BLACKROCK INVESTMENT MANAGEMENT INTERNATIONAL LIMITED
By:   /s/ Steven M. Joenk     By:   /s/ Nicholas Hall
  Steven M. Joenk       Name:   Robert Fairbairn
  Senior Vice President       Title:   Director
      By:   /s/ Adrian Dyke
        Adrian Dyke
        Company Secretary


APPENDIX A

AMENDMENT NO. 2 TO

INVESTMENT ADVISORY AGREEMENT

BLACKROCK INVESTMENT MANAGEMENT INTERNATIONAL LIMITED

 

Portfolio

  

Annual Advisory Fee Rate*

EQ/BlackRock International Value Portfolio

   0.44% of the Portfolio’s average daily net assets up to and including $100 million; 0.42% of the Portfolio’s average daily net assets in excess of $100 million up to and including $300 million; 0.40% of the Portfolio’s average daily net assets in excess of $300 million up to and including $500 million; 0.375% of the Portfolio’s average daily net assets in excess of $500 million up to and including $1 billion; and 0.35% in excess of $1 billion.

 

* The daily advisory fee for the Portfolio is calculated by multiplying the aggregate net assets of the Portfolio 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.

Exhibit (d)(57)(i)

EQ ADVISORS TRUST

AMENDMENT NO. 1

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of June 22, 2007 (“Amendment No. 1”) between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and Institutional Capital LLC, a limited liability corporation organized under the laws of the State of Delaware (“ICAP” or “Adviser”).

AXA Equitable and Adviser agree to modify the Investment Advisory Agreement, dated as of May 25, 2007 (“Agreement”), on behalf of EQ Advisors Trust (“Trust”) as follows:

1. Removed Portfolio. All references to the AXA Enterprise Multimanager Value Fund of the AXA Enterprise Multimanager Funds Trust are hereby removed.

2. Appendix A. Appendix A to the Agreement setting forth the Portfolio of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser with respect to the Portfolio is hereby replaced in its entirety by Appendix A attached hereto.

3. Existing Portfolio. The Manager hereby reaffirms its appointment of the Adviser as an investment adviser for the MarketPLUS Large Cap Core Portfolio of the Trust.

4. Ratification. Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 1 as of the date first set forth above.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     INSTITUTIONAL CAPITAL LLC
By   /s/ Steven M. Joenk     By:   /s/ Pamela H. Conroy
  Steven M. Joenk       Name:   Pamela H. Conroy
  Senior Vice President       Title:   Executive Vice President


APPENDIX A

AMENDMENT NO. 1

INVESTMENT ADVISORY AGREEMENT

 

Portfolios

  

Annual Advisory Fee Rate***

Large Cap Value Portfolios, which shall consist of the following Allocated Portion and Other Allocated Portion** (collectively referred to as “Large Cap Value Portfolios”):

 

MarketPLUS Large Cap Core Portfolio*

 

Multimanager Large Cap Value Portfolio,* , ** a series of AXA Premier VIP Trust

   0.50% of the Large Cap Value Portfolios’ average daily net assets up to and including $50 million; and 0.40% of the Large Cap Value Portfolios’ average daily net assets in excess of $50 million and up to and including $100 million; and 0.35% of the Large Cap Value Portfolios’ average daily net assets in excess of $100 million and up to and including $250 million; and 0.30% of the Large Cap Value Portfolios’ average daily net assets in excess of $250 million.

 

* Fee to be paid with respect to this Fund shall be based only on the portion of the Portfolio’s average daily net assets advised by the Adviser, which may be referred to as the “ICAP 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 “Large Cap Value Portfolios.”

 

*** The daily advisory fee for the Large Cap Value Portfolios is calculated by multiplying the aggregate net assets of the Large Cap Value 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 Large Cap Value Portfolios equal to the Allocated Portion’s net assets relative to the aggregate net assets of the Large Cap Value Portfolios, including the Allocated Portion, used in the fee calculation.

Exhibit (d)(57)(ii)

EQ ADVISORS TRUST

AMENDMENT NO. 2

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Institutional Capital, LLC, a limited liability corporation organized under the state of Delaware (“Adviser”).

AXA Equitable and Adviser agree to modify the Investment Advisory Agreement dated as of May 25, 2007, as amended (“Agreement”) relating to the MarketPLUS Large Cap Core Portfolio of EQ Advisors Trust (“Trust”) as follows:

1. Name Change . The name of the MarketPLUS Large Cap Core Portfolio (“Portfolio”) is changed to EQ/Large Cap Core PLUS Portfolio.

2. Existing Portfolio. The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to the Portfolio.

3. Appendix A. Appendix A to the Agreement setting for the Portfolios of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser with respect to the Portfolios is hereby replaced in its entirety by Appendix A attached hereto.

4. Ratification . Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 2 as of the date first set forth above.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     INSTITUTIONAL CAPITAL LLC
By:   /s/ Steven M. Joenk     By:   /s/ Pamela H. Conroy
  Steven M. Joenk       Name:   Pamela H. Conroy
  Senior Vice President       Title:   Executive Vice President


APPENDIX A

AMENDMENT NO. 2

INVESTMENT ADVISORY AGREEMENT

 

Portfolios

  

Annual Advisory Fee Rate***

Large Cap Value Portfolios, which shall consist of the following Allocated Portion and Other Allocated Portion** (collectively referred to as “Large Cap Value Portfolios”):

 

EQ/Large Cap Core PLUS Portfolio*

 

Multimanager Large Cap Value Portfolio,* , ** a series of AXA Premier VIP Trust

   0.50% of the Large Cap Value Portfolios’ average daily net assets up to and including $50 million; and 0.40% of the Large Cap Value Portfolios’ average daily net assets in excess of $50 million and up to and including $100 million; and 0.35% of the Large Cap Value Portfolios’ average daily net assets in excess of $100 million and up to and including $250 million; and 0.30% of the Large Cap Value Portfolios’ average daily net assets in excess of $250 million.

 

* Fee to be paid with respect to this Fund shall be based only on the portion of the Portfolio’s average daily net assets advised by the Adviser, which may be referred to as the “ICAP 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 “Large Cap Value Portfolios.”

 

*** The daily advisory fee for the Large Cap Value Portfolios is calculated by multiplying the aggregate net assets of the Large Cap Value 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 Large Cap Value Portfolios equal to the Allocated Portion’s net assets relative to the aggregate net assets of the Large Cap Value Portfolios, including the Allocated Portion, used in the fee calculation.

Exhibit (d)(58)(i)

EQ ADVISORS TRUST

AMENDMENT NO. 1

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Mellon Capital Management Corporation (f/k/a Mellon Equity Associates, LLP), a Delaware Corporation (“Adviser”).

AXA Equitable and Adviser agree to modify the Investment Advisory Agreement dated as of May 25, 2007 (“Agreement”) relating to the Portfolios of EQ Advisors Trust (“Trust”), for which the Adviser provides investment advisory services, as follows:

1. Name Changes . The names of the MarketPLUS International Core Portfolio, MarketPLUS Large Cap Growth Portfolio, MarketPLUS Large Cap Core Portfolio and MarketPLUS Mid Cap Value Portfolio are changed to EQ/International Core PLUS Portfolio, EQ/Large Cap Growth PLUS Portfolio, EQ/Large Cap Core PLUS Portfolio and EQ/Mid Cap Value PLUS Portfolio, respectively.

2. Existing Portfolios . The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to the Portfolios.

3. Appendix A . Appendix A to the Agreement setting for the Portfolios of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser with respect to the Portfolios is hereby replaced in its entirety by Appendix A attached hereto.

4. Ratification . Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 1 as of the date first set forth above.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     MELLON CAPITAL MANAGEMENT CORPORATION
By:   /s/ Steven M. Joenk     By:   /s/ Earl Kleckner
  Steven M. Joenk       Name:   Earl Kleckner
  Senior Vice President       Title:   Managing Director, Client Service, N.A.


APPENDIX A

TO

INVESTMENT ADVISORY AGREEMENT

The Manager shall pay the Adviser monthly compensation computed daily at an annual rate equal to the following:

 

Portfolios

  

Annual Advisory Fee Rate**

EQ/Large Cap Growth PLUS Portfolio*

EQ/Large Cap Core PLUS Portfolio*

EQ/Mid Cap Value PLUS Portfolio*

EQ/International Core PLUS Portfolio*

  

U.S. domestic funds:

 

0.05% of each Allocated Portion’s average daily net assets up to and including $150 million; and 0.02% of each Allocated Portion’s average daily net assets in excess of $150 million and up to and including $1 billion; 0.01% thereafter

 

International fund:

 

0.05% of each Allocated Portion’s average daily net assets up to and including $150 million; and 0.02% of each Allocated Portion’s average daily net assets in excess of $150 million and up to and including $1 billion; 0.015% thereafter

 

* Fee to be paid with respect to this Portfolio shall be based only on the portion of the Portfolio’s average daily net assets advised by the Adviser, which may be referred to as the “Allocated Portion.”

 

** The daily advisory fee for the Portfolio is calculated by multiplying the aggregate net assets of the Portfolio 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’s is the portion of the daily advisory fee for the Portfolio equal to the Allocated Portion’s net assets relative to the aggregate net assets of the Portfolio, including the Allocated Portion, used in the fee calculation.

Exhibit (d)(59)(i)

EQ ADVISORS TRUST

AMENDMENT NO. 1

INVESTMENT ADVISORY AGREEMENT

AMENDMENT NO. 1 to the Investment Advisory Agreement dated as of May 1, 2008 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and Wentworth, Hauser and Violich, Inc., a Washington corporation (“Adviser”).

AXA Equitable and Adviser agree to modify the Investment Advisory Agreement dated as of May 1, 2007 (“Agreement”) relating to the MarketPLUS International Core Portfolio of EQ Advisors Trust (“Trust”) as follows:

1. Name Change . The name of the MarketPLUS International Core Portfolio (“Portfolio”) is changed to EQ/International Core PLUS Portfolio.

2. Existing Portfolio . The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to the Portfolio.

3. Appendix A . Appendix A to the Agreement setting for the Portfolio of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser with respect to the Portfolio is hereby replaced in its entirety by Appendix A attached hereto.

4. Ratification . Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 1 as of the date first set forth above.

 

AXA EQUITABLE LIFE INSURANCE COMPANY     WENTWORTH, HAUSER AND VIOLICH, INC.
By:   /s/ Steven M. Joenk     By:   /s/ Royce R. Suba
  Steven M. Joenk       Name:   Royce R. Suba
  Senior Vice President       Title:   Compliance Officer/Chief Legal Officer


APPENDIX A

TO

INVESTMENT ADVISORY AGREEMENT

The Manager shall pay the Adviser monthly compensation computed daily at an annual rate equal to the following:

 

Portfolio

  

Annual Advisory Fee**

EQ/International Core PLUS Portfolio*

   0.65% of the Wentworth’s Allocated Portion’s average daily net assets up to and including $100 million; 0.50% of the Wentworth’s Allocated Portion’s average daily net assets in excess of $100 million up to and including $250 million; 0.40% thereafter.

 

* Fee to be paid with respect to this Portfolio shall be based only on the portion of the Portfolio’s average daily net assets advised by the Adviser, which may be referred to as the “Wentworth Allocated Portion.”

 

** The daily advisory fee for the Portfolio is calculated by multiplying the aggregate net assets of the Portfolio at the close of the immediately preceding business day by the Annual Advisory Fee Rate calculated as set forth above and then dividing the results by the number of the days in the year. The daily fee applicable to the Wentworth Allocated Portion is the portion of the daily advisory fee for the Portfolio equal to the Wentworth Allocated Portion’s net assets relative to the aggregate net assets of the Portfolio, including the Wentworth Allocated Portion, used in the fee calculation.

Exhibit (d)(60)

AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

AGREEMENT, dated effective as of December 1, 2008, by and among AXA Equitable Life Insurance Company, a New York stock life insurance corporation (the “Manager”), Wentworth, Hauser and Violich, Inc., a Washington corporation (“WHV”) and Hirayama Investments, LLC, a limited liability company organized in Delaware (“Hirayama Investments”, together with WHV, the “Advisers”).

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 (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 EQ/International Core PLUS Portfolio is a series of the Trust (“Portfolio”);

WHEREAS, the Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”);

WHEREAS, each Adviser is registered as an investment adviser under the Advisers Act;

WHEREAS, the Board of Trustees of the Trust and the Manager desire to retain the Advisers to render investment advisory and other services to the portion of the Portfolio that has been allocated to the Advisers (“Allocated Portion”) in the manner and on the terms hereinafter set forth;

WHEREAS, the Manager has the authority under the Investment Management Agreement with the Trust to select advisers for each Portfolio of the Trust; and

WHEREAS, each Adviser is willing to furnish such services to the Manager and each Portfolio;

NOW, THEREFORE, the Manager and the Advisers agree as follows:

 

1. APPOINTMENT OF ADVISERS

The Manager hereby appoints WHV and Hirayama Investments to act as investment advisers for an Allocated Portion of the Portfolio, subject to the supervision and oversight of the Manager and the Trustees of the Trust, and in accordance with the terms and conditions of this Agreement. The Advisers will be independent contractors and will have no authority to act for or represent the Trust or the Manager in any way or otherwise be deemed agents of the Trust or the Manager except as expressly authorized in this Agreement or another writing by the Trust, the Manager and each Adviser.


2. ACCEPTANCE OF APPOINTMENT

Each Adviser accepts that appointment and agrees to render the services herein set forth, for the compensation herein provided.

The assets of the Portfolio will be maintained in the custody of a custodian (who shall be identified by the Manager in writing). The Advisers will not have custody of any securities, cash or other assets of the Portfolio and will not be liable for any loss resulting from any act or omission of the custodian other than acts or omissions arising in reliance on instructions of the Adviser.

 

3. SERVICES TO BE RENDERED BY THE ADVISERS TO THE TRUST

A. WHV shall allocate responsibilities between itself and Hirayama Investments for specific tasks under this Agreement relating to the Allocated Portion. As investment advisers to the Allocated Portion, the Advisers will coordinate the investment and reinvestment of the assets of the Allocated Portion and determine the composition of the assets of the Allocated Portion, 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 Advisers will:

(i) obtain and evaluate, to the extent deemed necessary and advisable by the Adviser in its discretion, pertinent economic, statistical, financial, and other information affecting the economy generally and individual companies or industries, the securities of which are included in the Allocated Portion or are under consideration for inclusion in the Allocated Portion;

(ii) formulate and implement a continuous investment program for the Allocated Portion;

(iii) take whatever steps are necessary to implement the investment program for the Allocated Portion by arranging for the purchase and sale of securities and other investments, including issuing directives to the administrator of the Trust as necessary for the appropriate implementation of the investment program of the Allocated Portion;

(iv) keep the Trustees of the Trust and the Manager fully informed in writing on an ongoing basis as agreed by the Manager and each Adviser of all material facts concerning the investment and reinvestment of the assets in the Allocated Portion, the Adviser and its key investment personnel and operations, make regular and periodic 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 the Adviser will attend meetings with the Manager and/or the Trustees, as reasonably requested, to discuss the foregoing;

(v) in accordance with procedures and methods established by the Trustees of the Trust, which may be amended from time to time, provide assistance in determining the fair value of all securities and other investments/assets in the Allocated Portion, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of an Adviser for each security or other investment/asset in the Allocated Portion for which market prices are not readily available;

 

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(vi) provide any and all material composite performance information, records and supporting documentation about accounts the Advisers manage, if appropriate, which are relevant to the Allocated Portion and that have investment objectives, policies, and strategies substantially similar to those employed by the Advisers in managing the Portfolio that may be reasonably necessary, under applicable laws, to allow the Portfolio or its agent to present information concerning Advisers’ 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 matters as they may reasonably deem necessary to the performance of their obligations to the Trust and the Manager, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information.

C. In furnishing services hereunder, the Advisers shall be subject to, and shall perform in accordance with the following: (i) the Declaration of Trust, as the same may be hereafter modified and/or amended from time to time (“Declaration of Trust”); (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 and delivered to the Advisers, as the same may be hereafter modified, amended and/or supplemented (“Prospectus and SAI”); (iv) the Investment Company Act and the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio(s); (v) the Trust’s policies and procedures adopted from time to time by the Board of Trustees of the Trust; and (vi) the written instructions of the Manager. Prior to the commencement of the Advisers’ services hereunder, the Manager shall provide the Advisers with current copies of the Declaration of Trust, By-Laws, Prospectus, SAI and other relevant policies and procedures that are adopted by the Board of Trustees. The Manager undertakes to provide the Advisers with copies or other written notice of any amendments, modifications or supplements to any such above-mentioned document.

D. In furnishing services hereunder, the Advisers will not consult with any other adviser to (i) the Portfolio, (ii) any other Portfolio of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Portfolio in securities or other assets. (This shall not be deemed to prohibit either Adviser from consulting with any of its affiliated persons concerning transactions in securities or other assets. This shall also not be deemed to prohibit either Adviser from consulting with any of the other covered advisers concerning compliance with paragraphs (a) and (b) of rule 12d3-1.)

E. The Advisers, at their 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, and all equipment necessary for the efficient conduct of the Advisers’ duties under this Agreement.

 

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F. The Advisers will select brokers and dealers to effect all portfolio transactions subject to the conditions set forth herein. The Advisers will place all necessary orders with brokers, dealers, or issuers, and will negotiate brokerage commissions, if applicable. The Advisers are directed at all times to seek to execute transactions for the Allocated Portion (i) in accordance with any written policies, practices or procedures that may be established by the Board of Trustees or the Manager from time to time and which have been provided to the Advisers or (ii) as described in the Trust’s Prospectus and SAI. In placing any orders for the purchase or sale of investments for the Allocated Portion, in the name of the Portfolio or its nominees, the Advisers shall use their best efforts to obtain for the Portfolio “best execution”, considering all of the circumstances, and shall maintain records adequate to demonstrate compliance with this requirement. In no instance will portfolio securities be purchased from or sold to either Adviser, or any affiliated person thereof, except in accordance with the Investment Company Act, the Advisers Act and the rules under each, and all other federal and state laws or regulations applicable to the Trust and the Portfolio.

G. Subject to the appropriate policies and procedures approved by the Board of Trustees, Advisers may, to the extent authorized by Section 28(e) of the Securities Exchange Act of 1934, as amended (“Exchange Act”) cause the Allocated Portion to pay a broker or dealer that provides brokerage or research services to the Manager, the Advisers and the 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 Advisers determine, 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 Advisers’ overall responsibilities to the Portfolio or their other advisory clients. To the extent authorized by Section 28(e) and the Trust’s Board of Trustees, the Advisers 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. Subject to seeking best execution, the Board of Trustees or the Manager may direct the Advisers to effect transactions in portfolio securities through broker-dealers in a manner that will help generate resources to pay the cost of certain expenses that the Trust is required to pay or for which the Trust is required to arrange payment.

H. On occasions when the Advisers deem the purchase or sale of a security to be in the best interest of the Allocated Portion as well as other clients of the Advisers, each 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. Allocation of the securities so purchased or sold, as well as the expenses incurred in the transaction, will be made by the Advisers in the manner that the Advisers consider to be the most equitable and consistent with their fiduciary obligations to Allocated Portion and to their other clients over time. The Manager agrees that Advisers and their affiliates may give advice and take action in the performance of their duties with respect to any of their other clients that may differ from advice given, or the timing or nature of actions taken, with respect to the Allocated Portion. The Manager also acknowledges each Adviser and its affiliates are fiduciaries to other entities, some of which have the same or similar investment objectives (and will hold the same or similar investments) as the Allocated Portion, and each Adviser will carry out its duties hereunder together with its duties under such relationships. Nothing in this Agreement shall be deemed to confer upon Advisers any obligation to purchase or to sell or to recommend for purchase or sale for the Allocated Portion any investment that Advisers, their affiliates, officers or employees may purchase or sell for its or their own account or for the account of any client, if in the sole and absolute discretion of Advisers it is for any reason impractical or undesirable to take such action or make such recommendation for the Allocated Portion.

 

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I. The Advisers will maintain all accounts, books and records with respect to 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 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.

J. The Advisers will, unless and until otherwise directed by the Manager or the Board of Trustees, exercise all rights of security holders with respect to securities held by the Allocated Portion, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; provide any information necessary as a claimant in class action litigation (including litigation with respect to securities previously held); and exercising rights in the context of a bankruptcy or other reorganization.

 

4. COMPENSATION OF ADVISER

The Manager will pay WHV an advisory fee for services provided by both WHV and Hirayama Investments with respect to the Allocated Portion as specified in Appendix A to this Agreement. The advisory fee shall be paid in arrears and payments shall be made to the Adviser on or about the fifth day of each month; however, this advisory fee will be calculated daily for the Allocated Portion based on the net assets of the Allocation Portion on each day and accrued on a daily basis. WHV will in turn compensate Hirayama Investments for its services under this Agreement from the advisory fee received by WHV from the Manager.

 

5. LIABILITY AND INDEMNIFICATION

A. Except as may otherwise be provided by the Investment Company Act or any other federal securities law, neither the Advisers nor any of their officers, members or employees (its “Affiliates”) shall 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 Advisers or thier Affiliates with respect to the Allocated Portion, except that nothing in this Agreement shall operate or purport to operate in any way to exculpate, waive or limit the liability of the Advisers or their Affiliates for, and the Advisers 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 Indemnitees”) against any and all losses, claims, damages, liabilities or litigation (including reasonable legal and other expenses) to which any of the Manager Indemnitees may become subject under the 1933 Act, the Investment Company Act, the Advisers Act, or under any other statute, or common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of either 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 either 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 Advisers as a result of any error of judgment or mistake of law by the Manager with respect to the

 

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Allocated Portion, 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 Advisers, 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 Portfolio(s) or the omission to state therein a material fact known to the Manager that 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.

 

6. REPRESENTATIONS OF MANAGER

The Manager represents, warrants and agrees that:

A. The Manager has been duly authorized by the Board of Trustees of the Trust to delegate to the Advisers the provision of investment services to the Allocated Portion as contemplated hereby.

B. The Manager has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Advisers with a copy of such code of ethics.

C. The Manager is currently in compliance and shall at all times continue to comply with the requirements imposed upon the Manager by applicable law and regulations.

D. The Manager (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement is in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify Adviser of the occurrence of any event that would disqualify Manager from serving as investment manager of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. The Manager will also promptly notify the Advisers if it 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 Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

 

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7. REPRESENTATIONS OF ADVISER

The Advisers represent, warrant and agree as follows:

A. Each Adviser (i) is registered as an investment adviser under the Advisers Act and will continue to be so registered for so long as this Agreement remains in effect; (ii) is not prohibited by the Investment Company Act, the Advisers Act or other law, regulation or order from performing the services contemplated by this Agreement; (iii) to the best of its knowledge, has met and will seek to continue to meet for so long as this Agreement remains in effect, any other applicable federal or state requirements, or the applicable requirements of any regulatory or industry self-regulatory agency necessary to be met in order to perform the services contemplated by this Agreement; (iv) has the authority to enter into and perform the services contemplated by this Agreement; and (v) will promptly notify Manager of the occurrence of any event that would disqualify the Adviser from serving as an investment adviser of an investment company pursuant to Section 9(a) of the Investment Company Act or otherwise. Each Adviser will also promptly notify the Portfolio and the Manager if it 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 Portfolio(s), provided, however, that routine regulatory examinations shall not be required to be reported by this provision.

B. Each Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the Investment Company Act and will provide the Manager and the Board with a copy of such code of ethics, together with evidence of its adoption. Within forty-five days of the end of the last calendar quarter of each year that this Agreement is in effect, and as otherwise requested, the president, Chief Operating Officer or a vice-president of the Advisers shall certify to the Manager that each Adviser has complied with the requirements of Rule 17j-1 during the previous year and that there has been no material violation of the Advisers’ code of ethics or, if such a material violation has occurred, that appropriate action was taken in response to such violation. Upon the written request of the Manager, the Advisers shall permit the Manager, its employees or its agents to examine the reports required to be made to the Advisers by Rule 17j-1(c)(1) and all other records relevant to the Advisers’ code of ethics.

C. Each Adviser has provided the Trust and the Manager with a copy of its Form ADV, which as of the date of this Agreement is its Form ADV as most recently filed with the Securities and Exchange Commission and promptly will furnish a copy of all amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in each Adviser’s organizational structure, professional staff or other significant developments affecting the Advisers, as required by the Advisers Act.

D. Each Adviser will notify the Trust and the Manager of any assignment of this Agreement or change of control of the Advisers, as applicable, and any changes in the key personnel who are either the portfolio manager(s) of the Portfolio(s) or senior management of the Advisers, in each case prior to or promptly after, such change. Each Adviser agrees to bear all reasonable expenses of the Trust, if any, arising out of an assignment or change in control.

E. Each Adviser agrees to maintain an appropriate level of errors and omissions or professional liability insurance coverage.

F. Each Adviser agrees that neither it, nor any of its affiliates, will knowingly in any way refer directly or indirectly to its relationship with the Trust, the Portfolio(s), the Manager or any of their respective affiliates in offering, marketing or other promotional materials without the express written consent of the Manager, except as required by rule, regulation or upon the request of a governmental authority. However, the Advisers may use the performance of the Allocated Portion in its composite performance.

 

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8. NON-EXCLUSIVITY

The services of the Advisers to the Manager, the Allocated Portion and the Trust are not to be deemed to be exclusive, and the Advisers shall be free to render investment advisory or other services to others and to engage in other activities. It is understood and agreed that the directors, officers, and employees of the Advisers 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.

 

9. SUPPLEMENTAL ARRANGEMENTS

Each Adviser may from time to time employ or associate itself with any person it believes to be particularly suited 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 or otherwise arising under the Agreement.

 

10. REGULATION

Each 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.

 

11. 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 Advisers such records and permit them to retain such records (either in original or in duplicate form) as they shall reasonably require in order to carry out their business. In the event of the termination of this Agreement, such other records shall promptly be returned to the Trust by the Advisers free from any claim or retention of rights therein, provided that the Advisers may retain any such records that are required by law or regulation. The Manager and the Advisers 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, or otherwise required by law.

 

12. DURATION OF AGREEMENT

This Agreement shall become effective upon the date first above written, provided that this Agreement shall not take effect unless it has first been approved: (i) by a vote of a majority of those trustees of the Trust who are not “interested persons (“Independent Trustees”), cast in person at a meeting called for the purpose of voting on such approval, or (ii) by vote of a majority of the Portfolio’s outstanding securities. This Agreement shall continue in effect for a period of more than two years from the date of its execution only so long as such continuance is

 

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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 Independent Trustees cast in person at a meeting called for the purpose of voting on such approval.

 

13. 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 each Adviser, or by the Manager or Advisers 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 (as defined in the Investment Company Act) 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.

 

14. USE OF AN ADVISER’S NAME

The parties agree that the name of the Advisers, the names of any affiliates of the Advisers and any derivative or logo or trademark or service mark or trade name are the valuable property of the Advisers and their 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 Advisers, 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 Advisers any advertisement, sales literature, or notice prior to its use that makes reference to the Advisers or their affiliates or any such name(s), derivatives, logos, trademarks, service marks or trade names so that the Advisers may review the context in which they are referred to, it being agreed that the Advisers shall have no responsibility to 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 either Adviser’s names, derivatives, logos, trademarks or service marks or trade names, the parties acknowledge that the Advisers shall suffer irreparable harm for which monetary damages may be inadequate and thus, the Advisers shall be entitled to injunctive relief, as well as any other remedy available under law.

 

15. 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

 

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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.

 

16. ASSIGNMENT

Any assignment (as that term is defined in the Investment Company Act) of the Agreement made by either Adviser without the prior written consent of the Trust and the Manager shall result in the automatic termination of this Agreement, as provided in Section 13 hereof. 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. Each Adviser agrees that it will notify the Trust and the Manager of any changes in its key employees within a reasonable time thereafter.

 

17. ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties with respect to the Allocated Portion.

 

18. HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and shall not constitute a part hereof.

 

19. NOTICES

All notices required to be given pursuant to this Agreement shall be delivered or mailed to the address listed below of each applicable party in person or by registered or certified mail or a private mail or delivery service providing the sender with notice of receipt or such other address as specified in a notice duly given to the other parties. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.

 

For:    AXA Equitable Life Insurance Company   
   Patricia Louie, Vice President and Associate General Counsel
   1290 Avenue of the Americas, 8 th Floor   
   New York, New York 10104   
For:    EQ Advisors Trust   
   Patricia Louie, Vice President and Secretary   
   1290 Avenue of the Americas, 8 th Floor   
   New York, New York 10104   
For:    Wentworth, Hauser and Violich, Inc.    Hirayama Investments, LLC
   Jeffery K. Romrell, Senior Vice President    Richard K. Hirayama, Managing Member
   301 Battery Street    301 Battery Street
   Suite 400    Suite 400
   San Francisco, CA 94111    San Francisco, CA 94111

 

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20. 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.

 

21. TRUST AND SHAREHOLDER LIABILITY

The Manager and Advisers are hereby expressly put on notice of the limitation of shareholder liability as set forth in the Declaration of Trust and agree that obligations assumed by the Trust pursuant to this Agreement shall be limited in all cases to the Trust and its assets, and if the liability relates to one or more series, the obligations hereunder shall be limited to the respective assets of the Portfolio. The Manager and Advisers further agree that they shall not seek satisfaction of any such obligation from the shareholders or any individual shareholder of the Portfolio(s), nor from the Trustees or any individual Trustee of the Trust.

 

22. 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.

 

23. 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.

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.

 

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AXA EQUITABLE LIFE INSURANCE COMPANY     WENTWORTH, HAUSER AND VIOLICH, INC.
By:   /s/ Steven M. Joenk     By:   /s/ Jeffrey K. Romrell
  Steven M. Joenk       Name:   Jeffrey K. Romrell
  Senior Vice President       Title:   SVP & Managing Director
    HIRAYAMA INVESTMENTS, LLC
      By:   /s/ Richard K. Hirayama
        Name:   Richard K. Hirayama
        Title:   Managing Member

 

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APPENDIX A TO

AMENDED AND RESTATED

INVESTMENT ADVISORY AGREEMENT

The Manager shall pay WHV monthly compensation computed daily at an annual rate equal to the following:

 

Portfolio

  

Annual Advisory Fee**

EQ/International Core PLUS Portfolio*    0.65% of the Active Allocated Portion’s average daily net assets up to and including $100 million; 0.50% of the Active Allocated Portion’s average daily net assets in excess of $100 million up to and including $250 million; 0.40% thereafter.

 

* Fee to be paid with respect to this Portfolio shall be based only on the portion of the Portfolio’s average daily net assets advised by the Adviser, which may be referred to as the “Active Allocated Portion.”

 

** The daily advisory fee for the Portfolio is calculated by multiplying the aggregate net assets of the Portfolio at the close of the immediately preceding business day by the Annual Advisory Fee Rate calculated as set forth above and then dividing the results by the number of the days in the year. The daily fee applicable to the Active Allocated Portion is the portion of the daily advisory fee for the Portfolio equal to the Active Allocated Portion’s net assets relative to the aggregate net assets of the Portfolio, including the Active Allocated Portion, used in the fee calculation.

 

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Exhibit (e)(5)(xii)

AMENDMENT NO. 10

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IA SHARES

AMENDMENT NO. 10 to the Amended and Restated Distribution Agreement (“Amendment No. 10”), dated as of May 1, 2008, between EQ Advisors Trust, a Delaware business trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

The Trust and the Distributor agree to modify and amend the Amended and Restated Distribution Agreement, dated as of July 15, 2002, as amended, between the Trust and the Distributor (the “Agreement”), relating to the Class IA shares. Unless defined herein to the contrary, terms shall have the meaning given to such terms in the Agreement.

1. Name Changes . The names of the MarketPLUS International Core Portfolio, MarketPLUS Large Cap Growth Portfolio, MarketPLUS Large Cap Core Portfolio and MarketPLUS Mid Cap Value Portfolio are changed to EQ/International Core PLUS Portfolio, EQ/Large Cap Growth PLUS Portfolio, EQ/Large Cap Core PLUS Portfolio and EQ/Mid Cap Value PLUS Portfolio, respectively.

2. Schedule A . Schedule A to the Agreement, setting forth the Portfolios of the Trust for which the Distributor is authorized to distribute Class IA shares is hereby replaced in its entirety by Schedule A attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS HEREOF, the parties have executed and delivered this Amendment No. 10 as of the date first above set forth.

 

EQ ADVISORS TRUST     AXA DISTRIBUTORS, LLC
By:   /s/ Steven M. Joenk     By:   /s/ James A. Shepherdson
Name:   Steven M. Joenk     Name:   James A. Shepherdson
Title:   President and Chief Executive Officer     Title:   Chief Executive Officer


SCHEDULE A

AMENDMENT NO. 10

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

CLASS IA SHARES

EQ/AllianceBernstein Common Stock Portfolio

EQ/AllianceBernstein Intermediate Government Securities Portfolio

EQ/AllianceBernstein International Portfolio

EQ/AllianceBernstein Large Cap Growth Portfolio

EQ/AllianceBernstein Quality Bond Portfolio

EQ/AllianceBernstein Small Cap Growth Portfolio

EQ/Ariel Appreciation II Portfolio

EQ/AXA Rosenberg Value Long/Short Equity Portfolio

EQ/AllianceBernstein Value Portfolio

EQ/BlackRock Basic Value Equity Portfolio (formerly, EQ/Mercury Basic Value Equity)

EQ/BlackRock International Value Portfolio (formerly, EQ/Mercury International Value)

EQ/Calvert Socially Responsible Portfolio

EQ/Capital Guardian Growth Portfolio

EQ/Capital Guardian Research Portfolio

EQ/Davis New York Venture Portfolio

EQ/Equity 500 Index Portfolio

EQ/Evergreen International Bond Portfolio

EQ/Evergreen Omega Portfolio

EQ/FI Mid Cap Portfolio

EQ/Franklin Income Portfolio

EQ/Franklin Small Cap Value Portfolio

EQ/Franklin Templeton Founding Strategy Portfolio

EQ/International ETF Portfolio

EQ/JPMorgan Core Bond Portfolio

EQ/JPMorgan Value Opportunities Portfolio

EQ/Legg Mason Value Equity Portfolio

EQ/Lord Abbett Growth and Income Portfolio

EQ/Lord Abbett Large Cap Core Portfolio

EQ/Lord Abbett Mid Cap Value Portfolio

EQ/Marsico Focus Portfolio

EQ/Money Market Portfolio

EQ/Mutual Shares Portfolio

EQ/Oppenheimer Global Portfolio

EQ/Oppenheimer Main Street Opportunity Portfolio

EQ/Oppenheimer Main Street Small Cap Portfolio

EQ/Small Company Index Portfolio

EQ/Templeton Growth Portfolio

EQ/Van Kampen Comstock Portfolio

EQ/Van Kampen Emerging Markets Equity Portfolio

EQ/Van Kampen Mid Cap Growth Portfolio

EQ/Van Kampen Real Estate Portfolio

EQ/International Core PLUS Portfolio (formerly, MarketPLUS International Core Portfolio)

EQ/Large Cap Growth PLUS Portfolio (formerly, MarketPLUS Large Cap Growth Portfolio)

EQ/Large Cap Core PLUS Portfolio (formerly, MarketPLUS Large Cap Core Portfolio)

EQ/Mid Cap Value PLUS Portfolio (formerly, MarketPLUS Mid Cap Value Portfolio)

Crossings Conservative Allocation

Crossings Conservative-Plus Allocation Portfolio

Crossings Moderate Allocation Portfolio

Crossings Moderate-Plus Allocation Portfolio

Crossings Aggressive Allocation Portfolio

Exhibit (e)(6)(xii)

AMENDMENT NO. 10

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IB SHARES

AMENDMENT NO. 10 to the Amended and Restated Distribution Agreement (“Amendment No. 10”), dated as of May 1, 2008, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

The Trust and the Distributor agree to modify and amend the Amended and Restated Distribution Agreement, dated as of July 15, 2002, as amended, between the Trust and the Distributor (the “Agreement”), relating to the Class IB shares. Unless defined herein to the contrary, terms shall have the meaning given to such terms in the Agreement.

1. Name Changes . The names of the MarketPLUS International Core Portfolio, MarketPLUS Large Cap Growth Portfolio, MarketPLUS Large Cap Core Portfolio and MarketPLUS Mid Cap Value Portfolio are changed to EQ/International Core PLUS Portfolio, EQ/Large Cap Growth PLUS Portfolio, EQ/Large Cap Core PLUS Portfolio and EQ/Mid Cap Value PLUS Portfolio, respectively.

2. Schedule A . Schedule A to the Agreement, setting forth the Portfolios of the Trust for which the Distributor is authorized to distribute Class IA shares is hereby replaced in its entirety by Schedule A attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS HEREOF, the parties have executed and delivered this Amendment No. 10 as of the date first above set forth.

 

EQ ADVISORS TRUST     AXA DISTRIBUTORS, LLC
By:   /s/ Steven M. Joenk     By:   /s/ James A. Shepherdson
Name:   Steven M. Joenk     Name:   James A. Shepherdson
Title:   President and Chief Executive Officer     Title:   Chief Executive Officer


SCHEDULE A

AMENDMENT NO. 10

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

CLASS IB SHARES

EQ/AllianceBernstein Common Stock Portfolio

EQ/Alliance Intermediate Government Securities Portfolio

EQ/AllianceBernstein International Portfolio

EQ/AllianceBernstein Large Cap Growth Portfolio

EQ/AllianceBernstein Quality Bond Portfolio

EQ/AllianceBernstein Small Cap Growth Portfolio

EQ/Ariel Appreciation II Portfolio

EQ/AXA Rosenberg Value Long/Short Equity Portfolio

EQ/AllianceBernstein Value Portfolio

EQ/BlackRock Basic Value Equity Portfolio (formerly, EQ/Mercury Basic Value Equity)

EQ/BlackRock International Value Portfolio (formerly, EQ/Mercury International Value)

EQ/Calvert Socially Responsible Portfolio

EQ/Capital Guardian Growth Portfolio

EQ/Capital Guardian Research Portfolio

EQ/Davis New York Venture Portfolio

EQ/Equity 500 Index Portfolio

EQ/Evergreen International Bond Portfolio

EQ/Evergreen Omega Portfolio

EQ/FI Mid Cap Portfolio

EQ/Franklin Income Portfolio

EQ/Franklin Small Cap Value Portfolio

EQ/Franklin Templeton Founding Strategy Portfolio

EQ/International ETF Portfolio

EQ/JPMorgan Core Bond Portfolio

EQ/JPMorgan Value Opportunities Portfolio

EQ/Legg Mason Value Equity Portfolio

EQ/Lord Abbett Growth and Income Portfolio

EQ/Lord Abbett Large Cap Core Portfolio

EQ/Lord Abbett Mid Cap Value Portfolio

EQ/Marsico Focus Portfolio

EQ/Money Market Portfolio

EQ/Mutual Shares Portfolio

EQ/Oppenheimer Global Portfolio

EQ/Oppenheimer Main Street Opportunity Portfolio

EQ/Oppenheimer Main Street Small Cap Portfolio

EQ/Small Company Index Portfolio

EQ/Templeton Growth Portfolio

EQ/Van Kampen Comstock Portfolio

EQ/Van Kampen Emerging Markets Equity Portfolio

EQ/Van Kampen Mid Cap Growth Portfolio

EQ/Van Kampen Real Estate Portfolio

EQ/International Core PLUS Portfolio (formerly, MarketPLUS International Core Portfolio)

EQ/Large Cap Growth PLUS Portfolio (formerly, MarketPLUS Large Cap Growth Portfolio)

EQ/Large Cap Core PLUS Portfolio (formerly, MarketPLUS Large Cap Core Portfolio)

EQ/Mid Cap Value PLUS Portfolio (formerly, MarketPLUS Mid Cap Value Portfolio)

Crossings Conservative Allocation Portfolio

Crossings Conservative-Plus Allocation Portfolio

Crossings Moderate Allocation Portfolio

Crossings Moderate-Plus Allocation Portfolio

Crossings Aggressive Allocation Portfolio

Exhibit (e)(7)(xi)

AMENDMENT NO. 10

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

EQ ADVISORS TRUST – AXA ADVISORS, LLC – CLASS IA SHARES

AMENDMENT NO. 10 to the Amended and Restated Distribution Agreement (“Amendment No. 10”), dated as of May 1, 2008, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

The Trust and the Distributor agree to modify and amend the Amended and Restated Distribution Agreement, dated as of July 15, 2002, as amended, between the Trust and the Distributor (the “Agreement”), relating to the Class IA shares. Unless defined herein to the contrary, terms shall have the meaning given to such terms in the Agreement.

1. Name Changes . The names of the MarketPLUS International Core Portfolio, MarketPLUS Large Cap Growth Portfolio, MarketPLUS Large Cap Core Portfolio and MarketPLUS Mid Cap Value Portfolio are changed to EQ/International Core PLUS Portfolio, EQ/Large Cap Growth PLUS Portfolio, EQ/Large Cap Core PLUS Portfolio and EQ/Mid Cap Value PLUS Portfolio, respectively.

2. Schedule A . Schedule A to the Agreement, setting forth the Portfolios of the Trust for which the Distributor is authorized to distribute Class IA shares is hereby replaced in its entirety by Schedule A attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS HEREOF, the parties have executed and delivered this Amendment No. 10 as of the date first above set forth.

 

EQ ADVISORS TRUST     AXA ADVISORS, LLC
By:   /s/ Steven M. Joenk     By:   /s/ Andrew McMahon
Name:   Steven M. Joenk     Name:   Andrew McMahon
Title:   President and Chief Executive Officer     Title:   Chairman


SCHEDULE A

AMENDMENT NO. 10

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

CLASS IA SHARES

EQ/AllianceBernstein Common Stock Portfolio

EQ/AllianceBernstein Intermediate Government Securities Portfolio

EQ/AllianceBernstein International Portfolio

EQ/AllianceBernstein Large Cap Growth Portfolio

EQ/AllianceBernstein Quality Bond Portfolio

EQ/AllianceBernstein Small Cap Growth Portfolio

EQ/Ariel Appreciation II Portfolio

EQ/AXA Rosenberg Value Long/Short Equity Portfolio

EQ/AllianceBernstein Value Portfolio

EQ/BlackRock Basic Value Equity Portfolio (formerly, EQ/Mercury Basic Value Equity)

EQ/BlackRock International Value Portfolio (formerly, EQ/Mercury International Value)

EQ/Calvert Socially Responsible Portfolio

EQ/Capital Guardian Growth Portfolio

EQ/Capital Guardian Research Portfolio

EQ/Davis New York Venture Portfolio

EQ/Equity 500 Index Portfolio

EQ/Evergreen International Bond Portfolio

EQ/Evergreen Omega Portfolio

EQ/FI Mid Cap Portfolio

EQ/Franklin Income Portfolio

EQ/Franklin Small Cap Value Portfolio

EQ/Franklin Templeton Founding Strategy Portfolio

EQ/International ETF Portfolio

EQ/JPMorgan Core Bond Portfolio

EQ/JPMorgan Value Opportunities Portfolio

EQ/Legg Mason Value Equity Portfolio

EQ/Lord Abbett Growth and Income Portfolio

EQ/Lord Abbett Large Cap Core Portfolio

EQ/Lord Abbett Mid Cap Value Portfolio

EQ/Marsico Focus Portfolio

EQ/Money Market Portfolio

EQ/Mutual Shares Portfolio

EQ/Oppenheimer Global Portfolio

EQ/Oppenheimer Main Street Opportunity Portfolio

EQ/Oppenheimer Main Street Small Cap Portfolio

EQ/Small Company Index Portfolio

EQ/Templeton Growth Portfolio

EQ/Van Kampen Comstock Portfolio

EQ/Van Kampen Emerging Markets Equity Portfolio

EQ/Van Kampen Mid Cap Growth Portfolio

EQ/Van Kampen Real Estate Portfolio

EQ/International Core Plus Portfolio (formerly, MarketPLUS International Core Portfolio)

EQ/Large Cap Growth Plus Portfolio (formerly, MarketPLUS Large Cap Growth Portfolio)

EQ/Large Cap Core Plus Portfolio (formerly, MarketPLUS Large Cap Core Portfolio)

EQ/Mid Cap Value Plus Portfolio (formerly, MarketPLUS Mid Cap Value Portfolio)

Crossings Conservative Allocation Portfolio

Crossings Conservative-Plus Allocation Portfolio

Crossings Moderate Allocation Portfolio

Crossings Moderate-Plus Allocation Portfolio

Crossings Aggressive Allocation Portfolio

Exhibit (e)(8)(xi)

AMENDMENT NO. 10

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

EQ ADVISORS TRUST – AXA ADVISORS, LLC – CLASS IB SHARES

AMENDMENT NO. 10 to the Amended and Restated Distribution Agreement (“Amendment No. 10”), dated as of May 1, 2008, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).

The Trust and the Distributor agree to modify and amend the Amended and Restated Distribution Agreement, dated as of July 15, 2002, as amended, between the Trust and the Distributor (the “Agreement”), relating to the Class IB shares. Unless defined herein to the contrary, terms shall have the meaning given to such terms in the Agreement.

1. Name Changes . The names of the MarketPLUS International Core Portfolio, MarketPLUS Large Cap Growth Portfolio, MarketPLUS Large Cap Core Portfolio and MarketPLUS Mid Cap Value Portfolio are changed to EQ/International Core PLUS Portfolio, EQ/Large Cap Growth PLUS Portfolio, EQ/Large Cap Core PLUS Portfolio and EQ/Mid Cap Value PLUS Portfolio, respectively.

2. Schedule A . Schedule A to the Agreement, setting forth the Portfolios of the Trust for which the Distributor is authorized to distribute Class IB shares is hereby replaced in its entirety by Schedule A attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS HEREOF, the parties have executed and delivered this Amendment No. 10 as of the date first above set forth.

 

EQ ADVISORS TRUST     AXA ADVISORS, LLC
By:   /s/ Steven M. Joenk     By:   /s/ Andrew McMahon
Name:   Steven M. Joenk     Name:   Andrew McMahon
Title:   President and Chief Executive Officer     Title:   Chairman


SCHEDULE A

AMENDMENT NO. 10

AMENDED AND RESTATED DISTRIBUTION AGREEMENT

CLASS IB SHARES

EQ/AllianceBernstein Common Stock Portfolio

EQ/Alliance Bernstein Intermediate Government Securities Portfolio

EQ/AllianceBernstein International Portfolio

EQ/AllianceBernstein Large Cap Growth Portfolio

EQ/AllianceBernstein Quality Bond Portfolio

EQ/AllianceBernsteinSmall Cap Growth Portfolio

EQ/Ariel Appreciation II Portfolio

EQ/AXA Rosenberg Value Long/Short Equity Portfolio

EQ/AllianceBernstein Value Portfolio

EQ/BlackRock Basic Value Equity Portfolio (formerly, EQ/Mercury Basic Value Equity)

EQ/BlackRock International Value Portfolio (formerly, EQ/Mercury International Value)

EQ/Calvert Socially Responsible Portfolio

EQ/Capital Guardian Growth Portfolio

EQ/Capital Guardian Research Portfolio

EQ/Davis New York Venture Portfolio

EQ/Equity 500 Index Portfolio

EQ/Evergreen International Bond Portfolio

EQ/Evergreen Omega Portfolio

EQ/FI Mid Cap Portfolio

EQ/Franklin Income Portfolio

EQ/Franklin Small Cap Value Portfolio

EQ/Franklin Templeton Founding Strategy Portfolio

EQ/International ETF Portfolio

EQ/JPMorgan Core Bond Portfolio

EQ/JPMorgan Value Opportunities Portfolio

EQ/Legg Mason Value Equity Portfolio

EQ/Lord Abbett Growth and Income Portfolio

EQ/Lord Abbett Large Cap Core Portfolio

EQ/Lord Abbett Mid Cap Value Portfolio

EQ/Marsico Focus Portfolio

EQ/Money Market Portfolio

EQ/Mutual Shares Portfolio

EQ/Oppenheimer Global Portfolio

EQ/Oppenheimer Main Street Opportunity Portfolio

EQ/Oppenheimer Main Street Small Cap Portfolio

EQ/Small Company Index Portfolio

EQ/Templeton Growth Portfolio

EQ/Van Kampen Comstock Portfolio

EQ/Van Kampen Emerging Markets Equity Portfolio

EQ/Van Kampen Mid Cap Growth Portfolio

EQ/Van Kampen Real Estate Portfolio

EQ/International Core PLUS Portfolio ( formerly, MarketPLUS International Core Portfolio )

EQ/Large Cap Growth PLUS Portfolio ( formerly, MarketPLUS Large Cap Growth Portfolio )

EQ/Large Cap Core PLUS Portfolio ( formerly, MarketPLUS Large Cap Core Portfolio )

EQ/Mid Cap Value PLUS Portfolio ( formerly, MarketPLUS Mid Cap Value Portfolio )

Crossings Conservative Allocation Portfolio

Crossings Conservative-Plus Allocation Portfolio

Crossings Moderate Allocation Portfolio

Crossings Moderate-Plus Allocation Portfolio

Crossings Aggressive Allocation Portfolio]

Exhibit (g)(3)(xi)

AMENDMENT NO. 10

AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT

Amendment No. 10 dated as of May 1, 2008 (“Amendment No. 10”), to the Amended and Restated Global Custody Agreement, dated as of February 1, 2002, as amended (“Agreement”), by and between EQ Advisors Trust (“Trust”) and JPMorgan Chase Bank (“JPMorgan”).

The Trust and JPMorgan hereby agree to modify and amend the Agreement as follows:

1. Name Changes . The names of the MarketPLUS International Core Portfolio, MarketPLUS Large Cap Growth Portfolio, MarketPLUS Large Cap Core Portfolio and MarketPLUS Mid Cap Value Portfolio are changed to EQ/International Core PLUS Portfolio, EQ/Large Cap Growth PLUS Portfolio, EQ/Large Cap Core PLUS Portfolio and EQ/Mid Cap Value PLUS Portfolio, respectively.

2. Schedule C : Schedule C to the Agreement, setting forth the Portfolios of the Trust participating on behalf of which the Trust is entering into the Agreement is hereby replaced in its entirety by Schedule C attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 10 as of the date first above set forth.

 

EQ ADVISORS TRUST     JPMORGAN CHASE BANK
By:   /s/ Brian Walsh     By:   John K. Breitweg
  Brian Walsh     Name:   John K. Breitweg
  Chief Financial Officer and Treasurer     Title:   Senior Vice President


SCHEDULE C

AMENDMENT NO. 10

AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT

All Asset Allocation Portfolio (formerly, EQ/Enterprise Moderate Allocation Portfolio)

EQ/AllianceBernstein Common Stock Portfolio

EQ/AllianceBernstein Intermediate Government Securities Portfolio

EQ/AllianceBernstein International Portfolio

EQ/AllianceBernstein Large Cap Growth Portfolio

EQ/AllianceBernstein Quality Bond Portfolio

EQ/AllianceBernstein Small Cap Growth Portfolio

EQ/AllianceBernstein Value Portfolio

EQ/Ariel Appreciation II Portfolio

EQ/AXA Rosenberg Value Long/Short Equity Portfolio

EQ/BlackRock Basic Value Equity Portfolio (formerly, EQ/Mercury Basic Value Equity)

EQ/BlackRock International Value Portfolio (formerly, EQ/Mercury International Value)

EQ/Bond Index Portfolio

EQ/Boston Advisors Equity Income Portfolio

EQ/Calvert Socially Responsible Portfolio

EQ/Capital Guardian Growth Portfolio

EQ/Capital Guardian Research Portfolio

EQ/Caywood-Scholl High Yield Bond Portfolio

EQ/Davis New York Venture Portfolio

EQ/Equity 500 Index Portfolio

EQ/Evergreen International Bond Portfolio

EQ/Evergreen Omega Portfolio

EQ/FI Mid Cap Portfolio

EQ/Franklin Income Portfolio

EQ/Franklin Small Cap Value Portfolio

EQ/Franklin Templeton Founding Strategy Portfolio

EQ/GAMCO Mergers and Acquisitions Portfolio

EQ/GAMCO Small Company Value Portfolio

EQ/Government Securities Portfolio

EQ/International ETF Portfolio

EQ/International Growth Portfolio

EQ/JPMorgan Core Bond Portfolio

EQ/JPMorgan Value Opportunities Portfolio

EQ/Legg Mason Value Equity Portfolio

EQ/Long Term Bond Portfolio

EQ/Lord Abbett Growth and Income Portfolio

EQ/Lord Abbett Large Cap Core Portfolio

EQ/Lord Abbett Mid Cap Value Portfolio

EQ/Marsico Focus Portfolio

EQ/Money Market Portfolio

EQ/Montag & Caldwell Growth Portfolio

EQ/Mutual Shares Portfolio

EQ/Oppenheimer Global Portfolio

EQ/Oppenheimer Main Street Opportunity Portfolio

EQ/Oppenheimer Main Street Small Cap Portfolio

EQ/PIMCO Real Return Portfolio

EQ/Short Duration Bond Portfolio

EQ/Small Company Index Portfolio

EQ/T. Rowe Price Growth Stock Portfolio (formerly, EQ/TCW Equity Portfolio)

EQ/Templeton Growth Portfolio

EQ/UBS Growth and Income Portfolio

EQ/Van Kampen Comstock Portfolio

EQ/Van Kampen Emerging Markets Equity Portfolio

EQ/Van Kampen Mid Cap Growth Portfolio

EQ/Van Kampen Real Estate Portfolio

EQ/International Core PLUS Portfolio (formerly, MarketPLUS International Core Portfolio)

EQ/Large Cap Core PLUS Portfolio (formerly, MarketPLUS Large Cap Core Portfolio)

EQ/Large Cap Growth PLUS Portfolio (formerly, MarketPLUS Large Cap Growth Portfolio)

EQ/Mid Cap Value PLUS Portfolio (formerly, MarketPLUS Mid Cap Value Portfolio)

Crossings Conservative Allocation Portfolio

Crossings Conservative-Plus Allocation Portfolio

Crossings Moderate Allocation Portfolio

Crossings Moderate-Plus Allocation Portfolio

Crossings Aggressive Allocation Portfolio

Exhibit (g)(3)(xii)

AMENDMENT NO. 11

AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT

Amendment No. 11 dated as of July 1, 2008 (“Amendment No. 11”), to the Amended and Restated Global Custody Agreement, dated as of February 1, 2002, as amended (“Agreement”), by and between EQ Advisors Trust (“Trust”) and JPMorgan Chase Bank (“JPMorgan”).

The Trust and JPMorgan hereby agree to modify and amend the Agreement as follows:

1. Schedule B . Schedule B to the Agreement, setting forth the fees paid by the Trust for custody services provided by JPMorgan is hereby replaced in its entirety by Schedule B attached hereto.

2. Ratification . Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 11 as of the date first above set forth.

 

EQ ADVISORS TRUST     JPMORGAN CHASE BANK
By:         By:    
Name:   Brian Walsh     Name:   John K. Breitweg
Title:   Chief Financial Officer and Treasurer     Title:   Senior Vice President

Exhibit (h)(1)(ix)

AMENDMENT NO. 7

TO THE

MUTUAL FUNDS SERVICES AGREEMENT

AMENDMENT NO. 7 to the Mutual Fund Services Agreement dated as of May 1, 2008, between EQ Advisors Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Life Insurance Company (“AXA Equitable”), a New York stock life insurance company (“AXA Equitable” or “Administrator”) (“Amendment No. 7”).

The Trust and AXA Equitable agree to modify and amend the Mutual Fund Services Agreement, dated as of May 1, 2000, as amended (“Agreement”), as follows:

1. Schedule A . Schedule A to the Agreement, which sets forth the compensation to be paid by the Trust to AXA Equitable for services rendered pursuant to the Agreement, is hereby replaced in its entirety by Schedule A attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 7 as of the date first above set forth.

 

EQ ADVISORS TRUST     AXA EQUITABLE LIFE INSURANCE COMPANY
By:   /s/ Brian Walsh     By:   /s/ Steven M. Joenk
  Brian Walsh       Steven M. Joenk
  Chief Financial Officer and Treasurer       Senior Vice President


SCHEDULE A

AMENDMENT NO. 7

MUTUAL FUNDS SERVICE AGREEMENT

Fees and Expenses

Trust Administration, Accounting and Compliance Fees

 

All Portfolios (except as noted below)   

0.12% of the first $3 billion;

0.11% of the next $3 billion;

0.105% of the next $4 billion;

0.10% of the next $20 billion; and

0.0975% thereafter, (based on average daily net assets) plus $30,000 per portfolio.

All Asset Allocation Portfolio    0.15% of the average daily net assets plus $35,000.
EQ/Franklin Templeton Founding Strategy Portfolio    0.15% of the average daily net assets plus $35,000.

EQ/International Core PLUS Portfolio

EQ/Mid Cap Value PLUS Portfolio

EQ/Large Cap Core PLUS Portfolio

EQ/Large Cap Growth PLUS Portfolio

(collectively, the “PLUS Portfolios”)

   0.15% of each PLUS Portfolio’s average daily net assets, plus $35,000 for each PLUS Portfolio and $35,000 for each allocated portion of a PLUS Portfolio.

Crossings Conservative Allocation Portfolio

Crossings Conservative-Plus Allocation Portfolio

Crossings Moderate Allocation Portfolio

Crossings Moderate-Plus Allocation Portfolio

Crossings Aggressive Allocation Portfolio

   0.15% of each Portfolio’s average daily net assets plus $35,000.

Exhibit (h)(1)(x)

AMENDMENT NO. 8

TO THE

MUTUAL FUNDS SERVICE AGREEMENT

AMENDMENT NO. 8 to the Mutual Funds Service Agreement dated as of December 1, 2008, between EQ Advisors Trust, a Delaware statutory trust (“Trust”) and AXA Equitable Life Insurance Company (“AXA Equitable”), a New York corporation (“AXA Equitable” or “Administrator”) (“Amendment No. 8”).

The Trust and AXA Equitable agree to modify and amend the Mutual Funds Service Agreement, dated as of May 1, 2000, as amended by previous Amendment Nos. 1 through 7 (“Agreement”), as follows:

1. Schedule A . With respect to Schedule A of the Agreement, the EQ/Large Cap Value PLUS Portfolio (formerly, EQ/AllianceBernstein Value Portfolio) and EQ/Quality Bond PLUS Portfolio (formerly, EQ/AllianceBernstein Quality Bond Portfolio) shall be considered part of PLUS Portfolios for purposes of determining the compensation to be paid by the Trust to AXA Equitable for services rendered pursuant to the Agreement.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 8 as of the date first above set forth.

 

EQ ADVISORS TRUST     AXA EQUITABLE LIFE INSURANCE COMPANY
By:   /s/ Brian Walsh     By:   /s/ Steven M. Joenk
  Brian Walsh       Steven M. Joenk
  Chief Financial Officer and Treasurer       Senior Vice President


SCHEDULE A

AMENDMENT NO. 8

MUTUAL FUNDS SERVICE AGREEMENT

Fees and Expenses

Trust Administration, Accounting and Compliance Fees

 

All Portfolios (except as noted below)   

0.12% of the first $3 billion;

0.11% of the next $3 billion;

0.105% of the next $4 billion;

0.10% of the next $20 billion; and

0.0975% thereafter, (based on average daily net assets)

plus $30,000 per portfolio.

All Asset Allocation Portfolio    0.15% of the average daily net assets plus $35,000.
EQ/Franklin Templeton Founding Strategy Portfolio    0.15% of the average daily net assets plus $35,000.

EQ/International Core PLUS Portfolio

EQ/Mid Cap Value PLUS Portfolio

EQ/Large Cap Core PLUS Portfolio

EQ/Large Cap Growth PLUS Portfolio

EQ/Quality Bond PLUS Portfolio

EQ/Large Cap Value PLUS Portfolio

(collectively, the “PLUS Portfolios”)

   0.15% of each PLUS Portfolio’s average daily net assets, plus $35,000 for each PLUS Portfolio and $35,000 for each allocated portion of a PLUS Portfolio.

Crossings Conservative Allocation Portfolio

Crossings Conservative-Plus Allocation Portfolio

Crossings Moderate Allocation Portfolio

Crossings Moderate-Plus Allocation Portfolio

Crossings Aggressive Allocation Portfolio

(collectively, the “Crossings Portfolios”)

   0.15% of each Crossings Portfolio’s average daily net assets plus $35,000.

Exhibit (h)(2)(xxvi)

AMENDMENT NO. 5

EXPENSE LIMITATION AGREEMENT

Amendment No. 5 to the Expense Limitation Agreement, dated as of July 6, 2007, between AXA Equitable Life Insurance Company (“Manager”) and EQ Advisors Trust (“Trust”) (“Amendment No. 5”).

The Manager and Trust hereby agree to modify and amend the Expense Limitation Agreement dated as of July 9, 2004, as amended (“Agreement”), between the Manager and the Trust as follows:

1. Removed Portfolio : All references to the EQ/Small Company Growth Portfolio are deleted.

2. Name Changes . The names of the EQ/Enterprise Moderate Allocation Portfolio and EQ/TCW Equity Portfolio are changed to the All Asset Allocation Portfolio and the EQ/T. Rowe Price Growth Stock Portfolio, respectively.

3. Schedule A . Schedule A to the Agreement, which sets forth the Portfolios of the Trust, is hereby replaced in its entirety by Amendment No. 5 to Schedule A attached hereto, which reflects the expense limit for each portfolio. Schedule A also includes the expense limit of each class of each Portfolio, which includes amounts payable pursuant to a plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 5 as of the date first above set forth.

 

EQ ADVISORS TRUST     AXA EQUITABLE LIFE INSURANCE COMPANY
By:   /s/ Brian E. Walsh     By:   /s/ Steven M. Joenk
  Brian E. Walsh       Steven M. Joenk
  Chief Financial Officer and Treasurer       Senior Vice President


SCHEDULE A

AMENDMENT NO. 5

EXPENSE LIMITATION AGREEMENT

MAXIMUM ANNUAL OPERATING EXPENSE LIMITS

This Agreement relates to the following Portfolios of the Trust:

 

     Maximum Annual Operating Expense Limit  
          

(including amounts payable

pursuant to Rule 12b-1)

 
     Class A     Class B  

All Asset Allocation Portfolio

   0.10 %   0.35 %

EQ/Bond Index Portfolio

   0.45 %   0.70 %

EQ/Boston Advisors Equity Income Portfolio

   0.80 %   1.05 %

EQ/Caywood-Scholl High-Yield Bond Portfolio

   0.75 %   1.00 %

EQ/GAMCO Mergers and Acquisitions Portfolio

   1.20 %   1.45 %

EQ/GAMCO Small Company Value Portfolio

   1.05 %   1.30 %

EQ/Government Securities Portfolio

   0.75 %   1.00 %

EQ/International Growth Portfolio

   1.30 %   1.55 %

EQ/Long Term Bond Portfolio

   0.75 %   1.00 %

EQ/Montag & Caldwell Growth Portfolio

   0.90 %   1.15 %

EQ/PIMCO Real Return Portfolio

   0.65 %   0.90 %

EQ/Short Duration Bond Portfolio

   0.60 %   0.85 %

EQ/T. Rowe Price Growth Stock Portfolio

   0.90 %   1.15 %

EQ/UBS Growth and Income Portfolio

   0.80 %   1.05 %

Exhibit (h)(2)(xxvii)

AMENDMENT NO. 12

FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

Amendment No. 12 to the Fourth Amended and Restated Expense Limitation Agreement, dated as of May 1, 2008, between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”) (“Amendment No. 12”).

The Manager and Trust hereby agree to modify and amend the Fourth Amended and Restated Expense Limitation Agreement dated as of May 1, 2002, as amended, (“Agreement”), between them as follows:

1. Name Changes . The names of the MarketPLUS International Core Portfolio, MarketPLUS Large Cap Growth Portfolio MarketPLUS Large Cap Core Portfolio and MarketPLUS Mid Cap Value Porfolio are changed to EQ/International Core PLUS Portfolio, EQ/Large Cap Growth PLUS Portfolio, EQ/Large Cap Core PLUS Portfolio and EQ/Mid Cap Value PLUS Portfolio, respectively.

2. Schedule A . Schedule A to the Agreement, which sets forth the Portfolios of the Trust, is hereby replaced in its entirety by Amendment No. 12 to Schedule A attached hereto.

3. Schedule B . Schedule B to the Agreement, which sets forth the reimbursement periods for each of the Portfolios of the Trust is hereby replaced in its entirety by the Amendment No. 12 to Schedule B attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 12 as of the date first above set forth.

 

EQ ADVISORS TRUST     AXA EQUITABLE LIFE INSURANCE COMPANY
By:   /s/ Brian Walsh     By:   /s/ Steven M. Joenk
  Brian Walsh       Steven M. Joenk
  Chief Financial Officer and Treasurer       Senior Vice President


SCHEDULE A

AMENDMENT NO. 12

FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

MAXIMUM ANNUAL OPERATING EXPENSE LIMITS

This Agreement relates to the following Portfolios of the Trust:

 

       Maximum Annual Operating Expense Limit  

Portfolios

   Class IA     (including amounts payable
pursuant to Rule 12b-1)
Class IB
 

Crossings Aggressive Allocation Portfolio

   0.10 %   0.20 %

Crossings Conservative Allocation Portfolio

   0.10 %   0.20 %

Crossings Conservative-Plus Allocation Portfolio

   0.10 %   0.20 %

Crossings Moderate Allocation Portfolio

   0.10 %   0.20 %

Crossings Moderate-Plus Allocation Portfolio

   0.10 %   0.20 %

EQ/AllianceBernstein International Portfolio

   0.85 %   1.10 %

EQ/AllianceBernstein Large Cap Growth Portfolio

   0.80 %   1.05 %

EQ/AllianceBernstein Value Portfolio

   0.70 %   0.95 %

EQ/Ariel Appreciation II Portfolio

   0.90 %   1.15 %

EQ/AXA Rosenberg Value Long/Short Equity Portfolio

   1.74 %*   1.99 %*

EQ/BlackRock Basic Value Equity Portfolio

   0.70 %   0.95 %

EQ/BlackRock International Value Portfolio

   1.00 %   1.25 %

EQ/Calvert Socially Responsible Portfolio

   0.80 %   1.05 %

EQ/Capital Guardian Growth Portfolio

   0.70 %   0.95 %

EQ/Capital Guardian Research Portfolio

   0.70 %   0.95 %

EQ/Davis New York Venture Portfolio

   1.05 %   1.30 %

EQ/Evergreen International Bond Portfolio

   0.90 %   1.15 %

EQ/Evergreen Omega Portfolio

   0.90 %   1.15 %

EQ/FI Mid Cap Portfolio

   0.75 %   1.00 %

EQ/Franklin Income Portfolio

   1.05 %   1.30 %

EQ/Franklin Small Cap Value Portfolio

   1.05 %   1.30 %

EQ/Franklin Templeton Founding Strategy Portfolio

   0.15 %   0.40 %

EQ/International Core PLUS Portfolio

   0.85 %   1.10 %

EQ/International ETF Portfolio

   0.40 %   0.65 %

EQ/JPMorgan Core Bond Portfolio

   0.60 %   0.85 %

EQ/JPMorgan Value Opportunities Portfolio

   0.70 %   0.95 %

EQ/Large Cap Core PLUS Portfolio

   0.70 %   0.95 %

EQ/Large Cap Growth PLUS Portfolio

   0.70 %   0.95 %

EQ/Legg Mason Value Equity Portfolio

   0.75 %   1.00 %

EQ/Lord Abbett Growth and Income Portfolio

   0.75 %   1.00 %

EQ/Lord Abbett Large Cap Core Portfolio

   0.75 %   1.00 %

EQ/Lord Abbett Mid Cap Value Portfolio

   0.80 %   1.05 %

EQ/Marsico Focus Portfolio

   0.90 %   1.15 %

EQ/Mid Cap Value PLUS Portfolio

   0.75 %   1.00 %

EQ/Mutual Shares Portfolio

   1.05 %   1.30 %

EQ/Oppenheimer Global Portfolio

   1.10 %   1.35 %

EQ/Oppenheimer Main Street Opportunity Portfolio

   1.05 %   1.30 %

EQ/Oppenheimer Main Street Small Cap Portfolio

   1.05 %   1.30 %

EQ/Small Company Index Portfolio

   0.60 %   0.85 %

EQ/Templeton Growth Portfolio

   1.10 %   1.35 %

EQ/Van Kampen Comstock Portfolio

   0.75 %   1.00 %


       Maximum Annual Operating Expense Limit  

Portfolios

   Class IA     (including amounts payable
pursuant to Rule 12b-1)
Class IB
 

EQ/Van Kampen Emerging Markets Equity Portfolio

   1.55 %   1.80 %

EQ/Van Kampen Mid Cap Growth Portfolio

   0.80 %   1.05 %

EQ/Van Kampen Real Estate Portfolio

   1.01 %   1.26 %

 

* Reflects contractual limitations by Manager to waive its management fee and/or bear certain expenses, excluding dividend expense.


SCHEDULE B

AMENDMENT NO. 12

FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

REIMBURSEMENT PERIOD

Five Year Reimbursement Period:

EQ/BlackRock Basic Value Equity Portfolio (formerly, the EQ/Mercury Basic Value Equity Portfolio)

EQ/BlackRock International Value Portfolio (formerly, the EQ/Mercury International Value Portfolio)

EQ/Capital Guardian Growth Portfolio (formerly, EQ/Putnam Growth & Income Value Portfolio)

EQ/Evergreen Omega Portfolio

EQ/JPMorgan Core Bond Portfolio

EQ/JPMorgan Value Opportunities Portfolio (formerly, EQ/Putnam Voyager Portfolio)

EQ/Large Cap Core PLUS Portfolio (formerly, the MarketPLUS Large Cap Core Portfolio)

EQ/Mid Cap Value PLUS Portfolio (formerly ,the MarketPLUS Mid Cap Value Portfolio)

EQ/Small Company Index Portfolio

EQ/Van Kampen Emerging Markets Equity Portfolio

Three Year Reimbursement Period:

Crossings Conservative Allocation Portfolio

Crossings Conservative-Plus Allocation Portfolio

Crossings Moderate Allocation Portfolio

Crossings Moderate-Plus Allocation Portfolio

Crossings Aggressive Allocation Portfolio

EQ/AllianceBernstein International Portfolio

EQ/AllianceBernstein Large Cap Growth Portfolio

EQ/AllianceBernstein Value Portfolio

EQ/Ariel Appreciation II Portfolio

EQ/AXA Rosenberg Value Long/Short Equity Portfolio

EQ/Calvert Socially Responsible Portfolio

EQ/Capital Guardian Research Portfolio

EQ/Davis New York Venture Portfolio

EQ/Evergreen International Bond Portfolio

EQ/FI Mid Cap Portfolio

EQ/Franklin Income Portfolio

EQ/Franklin Small Cap Value Portfolio

EQ/Franklin Templeton Founding Strategy Portfolio

EQ/International ETF Portfolio

EQ/International Core PLUS Portfolio (formerly, MarketPLUS International Core Portfolio)

EQ/Large Cap Growth PLUS Portfolio (formerly, MarketPLUS Large Cap Growth Portfolio)

EQ/Legg Mason Value Equity Portfolio

EQ/Lord Abbett Growth and Income Portfolio

EQ/Lord Abbett Mid Cap Value Portfolio

EQ/Lord Abbett Large Cap Core Portfolio

EQ/Marsico Focus Portfolio

EQ/Mutual Shares Portfolio

EQ/Oppenheimer Global Portfolio

EQ/Oppenheimer Main Street Opportunity Portfolio

EQ/Oppenheimer Main Street Small Cap Portfolio

EQ/Templeton Growth Portfolio

EQ/Van Kampen Comstock Portfolio

EQ/Van Kampen Mid Cap Growth Portfolio

EQ/Van Kampen Real Estate Portfolio

Exhibit (h)(2)(xxviii)

AMENDMENT NO. 6

EXPENSE LIMITATION AGREEMENT

Amendment No. 6 to the Expense Limitation Agreement, dated as of September 1, 2008, between AXA Equitable Life Insurance Company (“Manager”) and EQ Advisors Trust (“Trust”) (“Amendment No. 6”).

The Manager and Trust hereby agree to modify and amend the Expense Limitation Agreement dated as of July 9, 2004, as amended (“Agreement”), between the Manager and the Trust as follows:

1. Removed Portfolios : All references to the EQ/GAMCO Mergers and Acquisitions Portfolio, EQ/GAMCO Small Cap Value Portfolio, EQ/International Growth Portfolio, EQ/Long Term Bond Portfolio and EQ/Short Duration Bond Portfolio are deleted.

2. Revisions to Maximum Annual Operating Expense Limits : The Maximum Annual Operating Expense Limits to the EQ/Caywood-Scholl High Yield Bond Portfolio, EQ/Montag Growth and Income Portfolio, EQ/PIMCO Real Return Portfolio and EQ/T. Rowe Price Growth Stock Portfolio, are revised to reflect the limits reflected in Schedule A.

3. Schedule A . Schedule A to the Agreement, which sets forth the Portfolios of the Trust, is hereby replaced in its entirety by Amendment No. 6 to Schedule A attached hereto, which reflects the expense limit for each portfolio. Schedule A also includes the expense limit of each class of each Portfolio, which includes amounts payable pursuant to a plan adopted in accordance with Rule 12b-1 under the Investment Company Act of 1940, as amended.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 6 as of the date first above set forth.

 

EQ ADVISORS TRUST     AXA EQUITABLE LIFE INSURANCE COMPANY
By:   /s/ Brian E. Walsh     By:   /s/ Steven M. Joenk
  Brian E. Walsh       Steven M. Joenk
  Chief Financial Officer and Treasurer       Senior Vice President


SCHEDULE A

AMENDMENT NO. 6

EXPENSE LIMITATION AGREEMENT

MAXIMUM ANNUAL OPERATING EXPENSE LIMITS

This Agreement relates to the following Portfolios of the Trust:

 

     Maximum Annual Operating Expense Limit  
     Class A     (including amounts payable
pursuant to Rule 12b-1)
Class B
 

All Asset Allocation Portfolio

   0.10 %   0.35 %

EQ/Bond Index Portfolio

   0.45 %   0.70 %

EQ/Boston Advisors Equity Income Portfolio

   0.80 %   1.05 %

EQ/Caywood-Scholl High-Yield Bond Portfolio

   0.80 %   1.05 %

EQ/Government Securities Portfolio

   0.75 %   1.00 %

EQ/Montag & Caldwell Growth Portfolio

   0.95 %   1.20 %

EQ/PIMCO Real Return Portfolio

   0.70 %   0.95 %

EQ/T. Rowe Price Growth Stock Portfolio

   0.95 %   1.20 %

EQ/UBS Growth and Income Portfolio

   0.80 %   1.05 %

Exhibit (h)(2)(xxix)

AMENDMENT NO. 13

FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

Amendment No. 13 to the Fourth Amended and Restated Expense Limitation Agreement, effective as of September 1, 2008, between AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) and EQ Advisors Trust (the “Trust”) (“Amendment No. 13”).

The Manager and Trust hereby agree to modify and amend the Fourth Amended and Restated Expense Limitation Agreement dated as of May 1, 2002, as amended, (“Agreement”), between them as follows:

1. Removed Portfolios : All references to the EQ/BlackRock Basic Value Equity Portfolio, EQ/Davis New York Venture Portfolio, EQ/Evergreen International Bond Portfolio, EQ/JPMorgan Core Bond Portfolio, EQ/Small Company Index Portfolio and EQ/Van Kampen Emerging Markets Equity Portfolio are deleted.

2. Revisions to Maximum Annual Operating Expense Limits : The Maximum Annual Operating Expense Limits for the EQ/Alliance Bernstein International Portfolio, EQ/AllianceBernstein Value Portfolio, EQ/BlackRock International Value Portfolio, EQ/Calvert Socially Responsible Portfolio, EQ/Capital Guardian Research Portfolio, EQ/FI Mid Cap Portfolio, EQ/JPMorgan Value Opportunities Portfolio, EQ/Large Cap Core PLUS Portfolio, EQ/Large Cap Growth PLUS Portfolio, EQ/Mid Cap Value PLUS Portfolio and EQ/Van Kampen Mid Cap Growth Portfolio are revised to reflect the limits reflected in Schedule A.

3. Effective Date of Revision : For all portfolios listed in paragraph 2 above except for the EQ/Calvert Socially Responsible Portfolio, the effective date of the revised Maximum Annual Operating Expense Limit reflected in Schedule A is September 1, 2008. With respect to the EQ/Calvert Socially Responsible Portfolio, the revised Maximum Annual Operating Expense Limit is effective November 2, 2008.

4. Schedule A . Schedule A to the Agreement, which sets forth the Portfolios of the Trust, is hereby replaced in its entirety by Amendment No. 13 to Schedule A attached hereto.

5. Schedule B . Schedule B to the Agreement, which sets forth the reimbursement periods for each of the Portfolios of the Trust is hereby replaced in its entirety by the Amendment No. 13 to Schedule B attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 13 as of the date first above set forth.

 

EQ ADVISORS TRUST     AXA EQUITABLE LIFE INSURANCE COMPANY
By:   /s/ Brian Walsh     By:   /s/ Steven M. Joenk
  Brian Walsh       Steven M. Joenk
  Chief Financial Officer and Treasurer       Senior Vice President


SCHEDULE A

AMENDMENT NO. 13

FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

MAXIMUM ANNUAL OPERATING EXPENSE LIMITS

This Agreement relates to the following Portfolios of the Trust:

 

       Maximum Annual Operating Expense Limit  

Portfolios

   Class IA     (including amounts payable
pursuant to Rule 12b-1)
Class IB
 

Crossings Aggressive Allocation Portfolio

   0.10 %   0.20 %

Crossings Conservative Allocation Portfolio

   0.10 %   0.20 %

Crossings Conservative-Plus Allocation Portfolio

   0.10 %   0.20 %

Crossings Moderate Allocation Portfolio

   0.10 %   0.20 %

Crossings Moderate-Plus Allocation Portfolio

   0.10 %   0.20 %

EQ/AllianceBernstein International Portfolio

   0.90 %   1.15 %

EQ/AllianceBernstein Large Cap Growth Portfolio

   0.80 %   1.05 %

EQ/AllianceBernstein Value Portfolio

   0.75 %   1.00 %

EQ/Ariel Appreciation II Portfolio

   0.90 %   1.15 %

EQ/AXA Rosenberg Value Long/Short Equity Portfolio

   1.74 %*   1.99 %*

EQ/BlackRock International Value Portfolio

   1.05 %   1.30 %

EQ/Calvert Socially Responsible Portfolio

   0.90 %**   1.15 %**

EQ/Capital Guardian Growth Portfolio

   0.70 %   0.95 %

EQ/Capital Guardian Research Portfolio

   0.72 %   0.97 %

EQ/Evergreen Omega Portfolio

   0.90 %   1.15 %

EQ/FI Mid Cap Portfolio

   0.85 %   1.10 %

EQ/Franklin Income Portfolio

   1.05 %   1.30 %

EQ/Franklin Small Cap Value Portfolio

   1.05 %   1.30 %

EQ/Franklin Templeton Founding Strategy Portfolio

   0.15 %   0.40 %

EQ/International Core PLUS Portfolio

   0.85 %   1.10 %

EQ/International ETF Portfolio

   0.40 %   0.65 %

EQ/JPMorgan Value Opportunities Portfolio

   0.75 %   1.00 %

EQ/Large Cap Core PLUS Portfolio

   0.75 %   1.00 %

EQ/Large Cap Growth PLUS Portfolio

   0.75 %   1.00 %

EQ/Legg Mason Value Equity Portfolio

   0.75 %   1.00 %

EQ/Lord Abbett Growth and Income Portfolio

   0.75 %   1.00 %

EQ/Lord Abbett Large Cap Core Portfolio

   0.75 %   1.00 %

EQ/Lord Abbett Mid Cap Value Portfolio

   0.80 %   1.05 %

EQ/Marsico Focus Portfolio

   0.90 %   1.15 %

EQ/Mid Cap Value PLUS Portfolio

   0.80 %   1.05 %

EQ/Mutual Shares Portfolio

   1.05 %   1.30 %

EQ/Oppenheimer Global Portfolio

   1.10 %   1.35 %

EQ/Oppenheimer Main Street Opportunity Portfolio

   1.05 %   1.30 %

EQ/Oppenheimer Main Street Small Cap Portfolio

   1.05 %   1.30 %

EQ/Templeton Growth Portfolio

   1.10 %   1.35 %

EQ/Van Kampen Comstock Portfolio

   0.75 %   1.00 %

EQ/Van Kampen Mid Cap Growth Portfolio

   0.75 %   1.00 %

EQ/Van Kampen Real Estate Portfolio

   1.01 %   1.26 %

 

* Reflects contractual limitations by Manager to waive its management fee and/or bear certain expenses, excluding dividend expense.

 

** Effective November 2, 2008.


SCHEDULE B

AMENDMENT NO. 13

FOURTH AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT

REIMBURSEMENT PERIOD

Five Year Reimbursement Period:

EQ/BlackRock International Value Portfolio (formerly, the EQ/Mercury International Value Portfolio)

EQ/Capital Guardian Growth Portfolio (formerly, EQ/Putnam Growth & Income Value Portfolio)

EQ/Evergreen Omega Portfolio

EQ/JPMorgan Value Opportunities Portfolio (formerly, EQ/Putnam Voyager Portfolio)

EQ/Large Cap Core PLUS Portfolio (formerly, the MarketPLUS Large Cap Core Portfolio)

EQ/Mid Cap Value PLUS Portfolio (formerly ,the MarketPLUS Mid Cap Value Portfolio)

Three Year Reimbursement Period:

Crossings Conservative Allocation Portfolio

Crossings Conservative-Plus Allocation Portfolio

Crossings Moderate Allocation Portfolio

Crossings Moderate-Plus Allocation Portfolio

Crossings Aggressive Allocation Portfolio

EQ/AllianceBernstein International Portfolio

EQ/AllianceBernstein Large Cap Growth Portfolio

EQ/AllianceBernstein Value Portfolio

EQ/Ariel Appreciation II Portfolio

EQ/AXA Rosenberg Value Long/Short Equity Portfolio

EQ/Calvert Socially Responsible Portfolio

EQ/Capital Guardian Research Portfolio

EQ/FI Mid Cap Portfolio

EQ/Franklin Income Portfolio

EQ/Franklin Small Cap Value Portfolio

EQ/Franklin Templeton Founding Strategy Portfolio

EQ/International ETF Portfolio EQ/International Core PLUS Portfolio (formerly, MarketPLUS International Core Portfolio)

EQ/Large Cap Growth PLUS Portfolio (formerly, MarketPLUS Large Cap Growth Portfolio)

EQ/Legg Mason Value Equity Portfolio

EQ/Lord Abbett Growth and Income Portfolio

EQ/Lord Abbett Mid Cap Value Portfolio

EQ/Lord Abbett Large Cap Core Portfolio

EQ/Marsico Focus Portfolio

EQ/Mutual Shares Portfolio

EQ/Oppenheimer Global Portfolio

EQ/Oppenheimer Main Street Opportunity Portfolio

EQ/Oppenheimer Main Street Small Cap Portfolio

EQ/Templeton Growth Portfolio

EQ/Van Kampen Comstock Portfolio

EQ/Van Kampen Mid Cap Growth Portfolio

EQ/Van Kampen Real Estate Portfolio

Exhibit (h)(4)(xviii)

AMENDMENT NO. 9

AMENDED AND RESTATED PARTICIPATION AGREEMENT

Amendment No. 9 , dated as of May 1, 2008 (“Amendment No. 9”), to the Amended and Restated Participation Agreement, dated as of July 15, 2002, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), AXA Equitable Life Insurance Company, AXA Distributors, LLC and AXA Advisors, LLC (collectively, the “Parties”).

The Parties hereby agree to modify and amend the Agreement as follows:

1. Name Changes . The names of the MarketPLUS International Core Portfolio, MarketPLUS Large Cap Growth Portfolio, MarketPLUS Large Cap Core Portfolio and MarketPLUS Mid Cap Value Portfolio are changed to EQ/International Core PLUS Portfolio, EQ/Large Cap Growth PLUS Portfolio, EQ/Large Cap Core PLUS Portfolio and EQ/Mid Cap Value PLUS Portfolio, respectively.

2. Schedule B . Schedule B to the Agreement, setting forth the Portfolios of the Trust participating on behalf of which the Trust is entering into the Agreement is hereby replaced in its entirety by Schedule B attached hereto.

Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.

IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 9 as of the date first above set forth.

 

EQ ADVISORS TRUST   AXA EQUITABLE LIFE INSURANCE COMPANY
By:  

/s/ Brian Walsh

    By:  

/s/ Steven M. Joenk

  Name:   Brian Walsh       Name:   Steven M. Joenk
  Title:   Chief Financial Officer and Treasurer       Title:   Senior Vice President
AXA DISTRIBUTORS, LLC   AXA ADVISORS, LLC
By:   /s/ James Shepherdson     By:   /s/ Andrew McMahon
  Name:   James Shepherdson       Name:   Andrew McMahon
  Title:   Chief Executive Officer       Title:   Chairman


SCHEDULE B

AMENDMENT NO. 9

AMENDED AND RESTATED PARTICIPATION AGREEMENT

EQ/AllianceBernstein Common Stock Portfolio

EQ/AllianceBernstein Intermediate Government Securities Portfolio

EQ/AllianceBernstein International Portfolio

EQ/AllianceBernstein Large Cap Growth Portfolio

EQ/AllianceBernstein Quality Bond Portfolio

EQ/AllianceBernstein Small Cap Growth Portfolio

EQ/AllianceBernstein Value Portfolio

EQ/Ariel Appreciation II Portfolio

EQ/AXA Rosenberg Value Long/Short Equity Portfolio

EQ/BlackRock Basic Value Equity Portfolio (formerly, EQ/Mercury Basic Value Equity)

EQ/BlackRock International Value Portfolio (formerly, EQ/Mercury International Value)

EQ/Bond Index Portfolio

EQ/Boston Advisors Equity Income Portfolio

EQ/Calvert Socially Responsible Portfolio

EQ/Capital Guardian Growth Portfolio

EQ/Capital Guardian Research Portfolio

EQ/Caywood-Scholl High Yield Bond Portfolio

EQ/Davis New York Venture Portfolio

All Asset Allocation Portfolio (formerly EQ/Enterprise Moderate Allocation Portfolio)

EQ/Equity 500 Index Portfolio

EQ/Evergreen International Bond Portfolio

EQ/Evergreen Omega Portfolio

EQ/FI Mid Cap Portfolio

EQ/Franklin Income Portfolio

EQ/Franklin Small Cap Value Portfolio

EQ/Franklin Templeton Founding Strategy Portfolio

EQ/GAMCO Mergers and Acquisitions Portfolio

EQ/GAMCO Small Company Value Portfolio

EQ/Government Securities Portfolio

EQ/International ETF Portfolio

EQ/International Growth Portfolio

EQ/JPMorgan Core Bond Portfolio

EQ/JPMorgan Value Opportunities Portfolio

EQ/Legg Mason Value Equity Portfolio

EQ/Long Term Bond Portfolio

EQ/Lord Abbett Growth and Income Portfolio

EQ/Lord Abbett Large Cap Core Portfolio

EQ/Lord Abbett Mid Cap Value Portfolio

EQ/Marsico Focus Portfolio

EQ/Money Market Portfolio

EQ/Montag & Caldwell Growth Portfolio

EQ/Mutual Shares Portfolio

EQ/Oppenheimer Global Portfolio

EQ/Oppenheimer Main Street Opportunity Portfolio

EQ/Oppenheimer Main Street Small Cap Portfolio

EQ/PIMCO Real Return Portfolio

EQ/Short Duration Bond Portfolio

EQ/Small Company Index Portfolio

EQ. T. Rowe Price Growth Stock Portfolio (formerly, EQ/TCW Equity Portfolio)

EQ/Templeton Growth Portfolio

EQ/UBS Growth and Income Portfolio

EQ/Van Kampen Comstock Portfolio

EQ/Van Kampen Emerging Markets Equity Portfolio

EQ/Van Kampen Mid Cap Growth Portfolio

EQ/Van Kampen Real Estate Portfolio

EQ/International Core PLUS Portfolio (formerly, MarketPLUS International Core Portfolio)

EQ/Large Cap Core PLUS Portfolio (formerly, MarketPLUS Large Cap Core Portfolio)

EQ/Large Cap Growth PLUS Portfolio (formerly, MarketPLUS Large Cap Growth Portfolio)

EQ/Mid Cap Value PLUS Portfolio (formerly, MarketPLUS Mid Cap Value Portfolio)

Crossings Conservative Allocation Portfolio

Crossings Conservative-Plus Allocation Portfolio

Crossings Moderate Allocation Portfolio

Crossings Moderate-Plus Allocation Portfolio

Crossings Aggressive Allocation Portfolio

Exhibit (p)(1)(vi)

C ODE OF E THICS

EQ Advisors Trust

AXA Premier VIP Trust

AXA Equitable Life Insurance Company

(formerly, The Equitable Life Assurance Society

of the United States)

AXA Advisors, LLC

AXA Distributors, LLC

As amended, July 2008


T ABLE OF C ONTENTS

 

I.    S TATEMENT OF G ENERAL P RINCIPLES    2
II.    D EFINITIONS    3
   A.    A CCESS P ERSON    3
   B.    A DVISORY P ERSON OF THE F UNDS OR OF THE F UNDS ’ I NVESTMENT M ANAGER OR I NVESTMENT A DVISER    3
   C.    A DVISER OR I NVESTMENT A DVISER    4
   D.    A SECURITY IS BEING CONSIDERED FOR PURCHASE OR SALE    4
   E.    B ENEFICIAL O WNERSHIP    4
   F.    B OARD OR B OARD OF T RUSTEES    4
   G.    C ONTROL    4
   H.    C OMPLIANCE O FFICER    5
   I.    C OVERED A CCOUNT    5
   J.    C OVERED S ECURITY    5
   K.    D ISINTERESTED T RUSTEE    6
   L.    F UND    6
   M.    I NITIAL P UBLIC O FFERING    6
   N.    I NVESTMENT M ANAGER OR M ANAGER    6
   O.    I NVESTMENT P ERSONNEL    6
   P.    P URCHASE OR SALE OF A COVERED SECURITY    7
   Q.    T HE R ESTRICTED P ERIOD    7
   R.    R EVIEW O FFICER    7
   S.    A C OVERED S ECURITY HELD OR TO BE ACQUIRED    7
   T.    A C OVERED S ECURITY IS BEING PURCHASED OR SOLD    7
III.    L IMITATIONS ON P ERSONAL S ECURITIES T RANSACTIONS    8
   A.    A CCESS P ERSONS    8
   B.    I NVESTMENT P ERSONNEL    9
IV.    A DDITIONAL R ESTRICTIONS AND R EQUIREMENTS    11
   A.    G IFTS    11
   B.    S ERVICE OF THE BOARD OR AS AN OFFICER OF ANOTHER COMPANY    12
   C.    O THER O UTSIDE B USINESS A CTIVITY    12
   D.    O THER    12
V.    A PPROVAL AND A DOPTION OF C ODE OF E THICS    12
VI.    R EPORTING O BLIGATIONS    13
   A.    T HE F UNDS    13
   B.    A CCESS P ERSONS    13
   C.    R EVIEW O FFICER    15
   D.    I NVESTMENT P ERSONNEL    15
   E.    D ISINTERESTED T RUSTEES    16
   F.    I NVESTMENT A DVISERS    16
   G.    C ONFIDENTIALITY    17
VII.    R EVIEW AND E NFORCEMENT    17
VIII.    R ECORDS    19


IX.

   S ANCTIONS    20

X.

   A PPROVAL , A MENDMENT AND I NTERPRETATION OF P ROVISIONS    21

 

2


Code of Ethics

EQ Advisors Trust

AXA Premier VIP Trust

(collectively, the “Funds”)

AXA Equitable Life Insurance Company (“AXA Equitable”)

AXA Advisors, LLC (“AXA Advisors”)

AXA Distributors, LLC (“AXA Distributors”)

(collectively referred to herein as the “Companies”)

The EQ Advisors Trust and the AXA Premier VIP Trust (collectively the “Funds”), AXA Equitable Life Insurance Company, in its capacity as the “Investment Manager” to the Funds and as a registered investment adviser), AXA Advisors, LLC, in its capacity as one of the distributors of the Funds and a registered investment adviser), and AXA Distributors, LLC (in its capacity as one of the distributors of the Funds) hold their employees to a high standard of integrity and business practices. In serving their clients, the Companies strive to avoid conflicts of interest or the appearance of conflicts of interest in connection with transactions in securities for their employees and for the Funds or any of their Portfolios.

While affirming their confidence in the integrity and good faith of all of their employees, officers, trustees, and directors, the Companies recognize that the knowledge of present or future portfolio transactions and, in certain instances, the power to influence portfolio transactions in securities that may be possessed by certain of their officers, employees and directors could place such individuals, if they engage in personal transactions in securities that are eligible for investment by the Funds, in a position where their personal interests may conflict with the interests of the Funds.

In view of the foregoing and of the provisions of Rule 17j-1 under the Investment Company Act of 1940, as amended, (“1940 Act”), each Company has determined to adopt this Code of Ethics, as amended (“Code”) to specify and prohibit certain types of transactions deemed to create conflicts of interest (or at least the potential for or the appearance of such a conflict) and to establish reporting requirements and enforcement procedures.

 

1


I. Statement of General Principles.

In recognition of the trust and confidence placed in the Companies by each Fund’s shareholders 1 , and to give effect to the Companies’ shared belief that their operations should be directed to the benefit of the Fund’s shareholders, the Companies hereby adopt the following general principles to guide the actions of their trustees, directors, officers and employees:

 

  A. The interests of the Funds shareholders are paramount, and all of the Fund’s personnel must conduct themselves and their operations to give maximum effect to this tenet by assiduously placing the interests of the shareholders before their own.

 

  B. All personal transactions in securities by the Funds’ personnel must be accomplished so as to avoid even the appearance of a conflict of interest on the part of such personnel with the interests of the Funds and their shareholders.

 

  C. All of the Funds’ personnel must avoid actions or activities that allow (or appear to allow) a person to profit or benefit from his or her position with respect to the Funds, or that otherwise bring into question the person’s independence or judgment.

This Code does not attempt to identify all possible conflicts of interests and literal compliance with each of the specific procedures will not shield an Access Person, as defined below, from liability for personal trading or other conduct that violates the fiduciary duty to a Fund’s shareholders. In addition to the specific prohibitions contained in this Code, each Access Person is subject to a general requirement not to engage in any act or practice that would defraud a Fund’s shareholders and other clients of the Companies.

Conflicts include, but are not limited to, to the following:

Disclosure of Personal Interest

Investment Personnel are prohibited from recommending, implementing, or considering any securities transaction for an account without having disclosed any material beneficial ownership, business or personal relationship, or other material interest in the issuer or its affiliates, to the Chief Compliance Officer of the Funds (“CCO”).

 

1

For the purpose of the Funds, the term “shareholder” shall be deemed to include owners of variable annuity contracts and variable life insurance policies funded through separate accounts investing in a Fund.

 

2


Vendor and Service Providers

All personal must disclose to the CCO any personal investments or other interest in the vendors or service providers with respect to which the person negotiates or makes decisions on behalf of the Trusts. If you have such an interest, the CCO may prohibit you from negotiating or making decisions regarding business with these entities.

Persons Covered by the Code

The Code applies to all personnel that have been deemed to be “Access Persons”. Certain provisions of the Code also apply to the members of an Access Person’s family/household. You are deemed an Access Person the day you begin employment at the Companies or Funds. From time to time, the Compliance Department may designate additional persons, such as independent contractors, consultants, and interns, as Access Persons subject to the Code.

 

II. Definitions.

The following definitions apply for purposes of the Code:

 

  A. “Access Person” means:

 

  1. any Advisory Person of a Fund or of the Fund’s Investment Manager or Investment Adviser;

 

  (a) with respect to the Investment Manager or any Investment Adviser to the Funds whose primary business is advising Funds or other advisory clients, all of the Investment Manager’s and the Investment Adviser’s directors, officers, and general partners are presumed to be Access Persons of the Funds they advise. All of the Fund’s directors, officers, and general partners are presumed to be Access Persons of the Funds.

 

  2. any director, officer, or general partner or employee of AXA Advisors or AXA Distributors who, in the ordinary course of business makes, participates in or obtains information regarding, the purchase or sale of Covered Securities by a Fund for which the principal underwriter acts, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Covered Securities.

 

  B. “Advisory Person” of the Funds or of the Funds’ Investment Manager or Investment Adviser means:

 

  1.

any director, officer, general partner or employee of a Fund, the Fund’s Investment Manager or Investment Adviser (or of any company in a control relationship to the Fund, the Fund’s Investment

 

3


 

Manager or Investment Adviser) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by the Fund, or whose functions relate to the making of any recommendations with respect to the purchases or sales; and

 

  2. any natural person in a control relationship to a Fund, the Fund’s Investment Manager or Investment Adviser who obtains information concerning the recommendations made to the Fund with regard to the purchase or sale of Covered Securities by the Fund.

 

  C. “Adviser” or “Investment Adviser” means any entity who pursuant to a contract with a Fund or a Fund’s Investment Manager, regularly furnishes advice to a Fund with respect to the desirability of investing in, purchasing or selling securities or other property, or is empowered to determine what securities or other property shall be purchased or sold by the Fund.

 

  D. A security is “being considered for purchase or sale” when a recommendation to purchase or sell a Covered Security for the Fund has been made and communicated and, with respect to the person making the recommendation, when such person seriously considers making such a recommendation.

 

  E. “Beneficial Ownership” shall be interpreted in the same manner as it would be under Section 16 of the Securities Exchange Act of 1934, as amended, (“Exchange Act”) and Rule 16a-1(a)(2) thereunder. A person is a “beneficial owner” of a security for purposes of the Code if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the securities. A pecuniary interest means the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the subject securities. An indirect pecuniary interest includes, but is not limited to: (1) securities held by members of a person’s immediate family sharing the same household; (2) a general partner’s proportionate interest in the portfolio securities held by a general or limited partnership; (3) a person’s right to dividends that is separated or separable from the underlying securities; (4) a person’s interest in securities held by a trust; and (5) a person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable.

 

  F. “Board” or “Board of Trustees” means the Board of Trustees of each Fund.

 

  G.

“Control” shall have the same meaning as that set forth in Section 2(a)(9) of the 1940 Act, which states that “control” means “the power to exercise

 

4


 

a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company.” Ownership of 25% or more of a company’s outstanding voting securities is presumed to give the holder thereof control over the company. Such presumption may be countered by the facts and circumstances of a given situation but shall continue until the SEC makes a determination to the contrary. This definition is subject to any amendments in text or interpretation of Section 2(a)(9).

 

  H. “Compliance Officer” refers to each Fund’s Compliance Officer or any person designated by the Fund to perform certain compliance functions.

 

  I. “Covered Account” means:

 

  1. All accounts in the name of the person;

 

  2. All accounts of the person’s spouse;

 

 

3.

All accounts of any minor children or other relatives (by marriage or otherwise) living in the person’s home 2 ;

 

  4. All accounts in which any of the foregoing persons had any beneficial ownership interest or over which he or she exercises control or investment influence; and

 

  5. All accounts of non-immediate relative or non-relative (i.e., roommate, nanny) sharing the household are not covered unless you have the opportunity either to share profits from such securities or exert investment influence or control.

 

  J. “Covered Security” means any security as defined in section 2(a)(36) of the 1940 Act including any stock, bond, future, investment contract or any other instrument that may be considered a “security.” The term “Covered Security” is very broad and includes:

 

  1. Options on securities, on indexes and on currencies;

 

  2. All kinds of limited partnerships (e.g., LP, LLP, etc.);

 

  3. Foreign unit investment trusts and foreign mutual funds;

 

  4. Private investment funds, hedge funds, and investment clubs;

 

  5. Closed-end mutual funds and unit investment trusts;

 

2

This includes any adult child, grandchild, parent, step-parent, grandparent, siblings and in-laws.

 

5


  6. Shares of exchange-traded funds; and

 

  7. Shares of open-end mutual funds registered under the 1940 Act that are managed by the Investment Manager or affiliates of the Investment Manager.

“Covered Security” does not include:

 

  1. Direct obligations of the Government of the United States or any agency thereof;

 

  2. Banker’s acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; and

 

  3. Shares issued by money market funds registered under the 1940 Act; and

 

  4. Shares of open-end mutual funds registered under the 1940 Act that are not managed by the Investment Manager or affiliates of the Investment Manager.

 

  K. “Disinterested Trustee” means a Trustee of a Fund who is not an “interested person” of the Fund within the meaning of Section 2(a)(19) of the 1940 Act.

 

  L. “Fund” means the EQ Advisors Trust, or AXA Premier VIP Trust or each of their separate series (each a “Portfolio”).

 

  M. “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, as amended, (“1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act.

 

  N. “Investment Manager” or “Manager” means AXA Equitable Life Insurance Company.

 

  O. “Investment Personnel” means:

 

  1. all Access Persons who occupy the position of portfolio manager (or who serves on an investment committee that carries out the portfolio management function) with respect to a Fund (or any Portfolio);

 

  2. all Access Persons who, in connection with their regular functions or duties, make or participate in making any recommendations regarding the purchase or sale of any security by a Fund (or any Portfolio);

 

6


  3. any natural person who controls a Fund or the Investment Manager or an Investment Adviser and who obtains information concerning recommendations made to or by the Fund with respect to the purchase or sale of a security by the Fund.

 

  P. “Purchase or sale of a Covered Security” includes, among other things, the writing of an option to purchase or sell a Covered Security.

 

  Q. The “Restricted Period” is the number of days before or after a Security is being purchased or sold by a Fund or Portfolio during which, subject to an exception under the particular circumstances made by the Compliance Officer in his or her discretion, no Advisory Person may purchase or sell, directly or indirectly, any security in which he or she had or by reason of such transaction acquires any Beneficial Ownership.

 

  R. “Review Officer” shall mean the person charged with the responsibility, at any given time, to pre-clear trades, grant exceptions to prohibitions under the Code, receive reports and notices required by this Code to be generated, and to accomplish any other requirement of this Code related to the oversight of activities, the exercise of discretion or the making of decisions relating to the activities of persons covered by this Code.

 

  1. A person may be designated by a Board of Trustees, or the Compliance Officer as a Review Officer (or the Compliance Officer may undertake the responsibility of serving as the Review Officer) for purposes of this Code without otherwise formally carrying that title or the responsibility for functions otherwise generally associated with the responsibilities of a Compliance Officer.

 

  2. The Review Officer may delegate certain functions as appropriate.

 

  3. Each of the Advisers, the Investment Manager, AXA Advisors, or AXA Distributors may have separately designated Review Officers.

 

  S. A “Covered Security held or to be acquired” by the Fund means (1) any Covered Security which, within the most recent fifteen (15) days, (a) is or has been held by any Portfolio of the Fund, or (b) is being or has been considered for purchase by any Portfolio of a Fund; and (2) any option to purchase or sell and any security convertible into or exchangeable for a Covered Security described in (1) of the definition.

 

  T. A Covered Security is “being purchased or sold” by any Portfolio of a Fund from the time when a purchase or sale program has been communicated to the person who places the buy and sell orders for any Portfolio of the Fund until the time when such program has been fully completed or terminated.

 

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III. Limitations on Personal Securities Transactions.

Access Persons must strictly comply with the following policies and procedures regarding personal securities transactions in Covered Accounts. All transactions involving Covered Securities in Covered Accounts which an Access Person or a member of the Access Person’s family/household has or acquires a beneficial interest must report such interest to the CCO or Review Officer

 

  A. Access Persons. The following limitations apply to all Access Persons:

 

  1. In connection with the purchase or sale, directly or indirectly, of a Covered Security held or to be acquired by any Portfolio of a Fund, or the purchase or sale, directly or indirectly, of shares of any Portfolio of a Fund, no Access Person shall:

 

  a. employ any device, scheme or artifice to defraud the Fund or any Portfolio of the Fund;

 

  b. make to the Fund any untrue statement of a material fact or omit to state to the Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading;

 

  c. engage in any act, practice or course of business that would operate as a fraud or deceit upon any Portfolio of the Fund; or

 

  d. engage in any manipulative practice with respect to the Fund or any Portfolio of the Fund. Such acts shall include, but not be limited to, the following:

 

  i. intentionally inducing or causing the Fund to take action or to fail to take action for the purpose of achieving a personal benefit rather than to benefit the Fund. Examples of this violation include:

 

  (a) causing any Portfolio of the Fund to purchase a Covered Security owned by the individual for the purpose of supporting or driving up the price of the Security; and

 

  (b) causing any Portfolio of the Fund to refrain from selling a Covered Security in an attempt to protect the value of the individual’s investment, such as an outstanding option.

 

  ii. using actual knowledge of transactions for any Portfolio of the Fund to profit by the market effect of such transactions.

 

8


  iii. engaging in short-term, or rapid, trading in shares of any Portfolio of a Fund. For purposes of this Code, a short-term trade is a purchase (or sale) of shares of any Portfolio and a subsequent sale (or purchase) of shares of the same Portfolio within a five business day period.

 

  2. Access Persons have an affirmative duty to bring suitable Covered Securities to the attention of investment personnel. The intentional failure to recommend a suitable Security to, or the failure to purchase a Security for, any Portfolio of the Fund for the purpose of avoiding the appearance of conflict with respect to a personal transaction security may be considered a violation of this Code.

 

  B. Investment Personnel. In addition to the limitations set forth in Paragraph A. of this Section III, the following limitations apply to all Investment Personnel:

 

  1. No Investment Personnel shall purchase or sell, directly or indirectly, any Covered Security in which he had or by reason of such transaction acquires any Beneficial Ownership, within the Restricted Period, currently designated as seven (7) days before or after the time that the same (or a related) Security is being purchased or sold by a Fund or any of its Portfolios;

 

  2. No Investment Personnel may acquire a Covered Security as part of an initial public or limited offering by an issuer;

 

  3. No Investment Personnel may acquire a short position in a Covered Security;

 

  4. No Investment Personnel may directly or indirectly sell a Covered Security within sixty (60) days of acquiring beneficial ownership of that Covered Security;

 

  5. Except as provided in Section 6 below, all Investment Personnel must pre-clear, in writing, all proposed personal transactions in Covered Securities held or to be acquired by a Fund with, as appropriate, the Fund’s designated Review Officer or the Review Officer for the Investment Manager or the relevant Adviser prior to proceeding with the securities transaction.

 

  a. Clearance authorizations are effective only until the close of trading on the date the approval is received, unless otherwise indicated in writing.

 

9


  b. Upon request, the Review Officer will promptly provide a copy of each Personal Trading Request and Authorization Form it receives to the Fund’s CCO.

 

  6. The pre-clearance requirements shall not apply to the following transactions:

 

  a. Purchases or sales over which Investment Personnel had no direct or indirect influence or control;

 

  b. Transactions by Investment Personnel of the Investment Manager that do not involve the purchase or sale of exchange-traded funds;

 

  c. Securities issued by AXA;

 

  d. Purchases or sales pursuant to an Automatic Investment Plan, a program in which regular periodic purchases or withdrawals are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation (including a dividend reinvestment plan);;

 

  e. Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights were acquired from such issuer;

 

  f. Acquisition of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities;

 

  g. Other non-volitional events;

 

  h. Purchases or sales of Covered Securities effected by Investment Personnel of an Investment Adviser who are required to pre-clear their proposed Securities transactions in accordance with a code of ethics described in Paragraph F. of Section VI. of this Code, provided that such Investment Personnel comply with the pre-clearance requirements set forth in such code; and

 

  i. Transactions that appear, pursuant to reasonable inquiry and investigation and approval, in writing, by the appropriate Review Officer, to present no reasonable likelihood of harm to a Fund and that are otherwise in accordance with Rule 17j-1.

 

10


   

For example, transactions of up to 1,000 shares in equity securities of companies with market capitalizations of $10 billion or more at the time of purchase or sale

 

IV. Additional Restrictions and Requirements.

 

  A. Gifts. Except as set forth below in Section IV. B., no Access Person may accept or receive on their own behalf or on behalf of the Companies any gift or other accommodations from any person or entity that does business with or on behalf of any of the Funds or the Companies (a “business contact”) that might create a conflict of interest or interfere with the impartial discharge of such Access Person’s responsibilities to the Funds or the Companies or their clients or place the recipient or the Funds or the Companies in a difficult or embarrassing position. This prohibition applies equally to gifts to members of the family or household of the Access Person.

The following guidelines have been provided to assist Access Persons in complying with the above policies.

 

  1. No Access Person shall accept or receive any gift of more than de minimis value (e.g., $100) from any person or entity that does business with or on behalf of any of the Funds or the Companies, provided, however, that receipt of the following shall not be prohibited:

 

  a. an occasional breakfast, luncheon, dinner or reception, ticket to a sporting event or the theater, or comparable entertainment, that is not so frequent, so costly, nor so extensive as to raise any question of impropriety;

 

  b. breakfast, luncheon, dinner, reception or cocktail party in conjunction with a bona fide business meeting; and

 

  c. a gift approved in writing by the Compliance Officer.

 

  2. Access Persons may not give gifts with an aggregate value in excess of $100 per year to persons associated with securities or financial organizations, including exchanges, broker/dealer firms or news media.

 

  3. Access Persons may not accept or give cash or cash equivalent gifts ( e.g. , American Express gift cheques), without the prior approval of Compliance. Gift certificates to retain stores and restaurants may be accepted without prior approval, as long as it is below the de minimis .

 

11


  4. Access Persons should be mindful of the frequency of gifts and entertainment as that may be looked upon as excessive.

 

  5. Any gifts and entertainment that exceed the de minimus standard must be pre-approved by the CCO or his designee, if practicable. In circumstances in which the Access Person may not be able to pre-approve for the receipt of a gift or entertainment, the Access Person should notify Compliance as soon as possible for a determination whether reimbursement is appropriate.

 

  B. Service on the Board or as an Officer of Another Company . To avoid conflicts of interest, sharing of inside information and other compliance and business issues, Access Persons generally are prohibited from serving as officers or members of the board of any other entity. Exceptions to this provision must be obtained through the CCO and the Fund’s Board of Trustees. Exceptions must be provided in writing and granted only based on the best interests of a Fund and Company and their shareholders/clients. The CCO can deny the exception request for any reason

 

  C. Other Outside Business Activity . Access Persons must obtain preapproval from Compliance prior to engaging in any outside business activity as this may interfere with their duties with the firm. Preapprovals must be submitted to the CCO and will be reviewed by Compliance. Outside business activities include, but are not limited to:

 

  1. Employment with another firm;

 

  2. Consulting engagements;

 

  3. Public/Charitable positions; and

 

  4. Fiduciary appointments other than with respect to family members.

 

  D. Other . Access Persons of an Investment Adviser otherwise subject to the provisions of this Section IV. who also are subject to similar restrictions pursuant to a code of ethics described in paragraph F of section VI. are exempt from the provisions of this Section IV.

 

V. Approval and Adoption of Code of Ethics.

 

  A. Prior to initially approving any proposed new or additional Adviser for a Portfolio, the Board of Trustees, including a majority of the Disinterested Trustees, must approve the new or additional Adviser’s Code. The Board must base its approval on a determination that the relevant Code contains provisions reasonably necessary to prevent Access Persons from violating the Code.

 

  B.

Within six months of the adoption of any material changes to its respective Code, the Funds, the Investment Manager, AXA Advisors,

 

12


 

AXA Distributors, and each Adviser must provide the material changes to the applicable Board of Trustees for approval and the Board of Trustees must consider the material changes to the relevant Code.

 

VI. Reporting Obligations.

 

  A. The Funds. The Funds, the Investment Manager, AXA Advisors, AXA Distributors, and the Advisers shall each provide the following to the Board of Trustees:

 

  1. periodic reports on issues raised under the Code or any related procedures; and

 

  2. on an annual basis, (i) a written report that describes issues that arose during the previous year under the Code, or any other related procedures, including but not limited to, information about material violations of the Code or procedures and any sanctions imposed in response to the material violations or its procedures, and (ii), a written certification that it has adopted procedures reasonably necessary to prevent Access Persons from violating the Code.

 

  B. Access Persons. Each Access Person (other than the Fund’s Disinterested Trustees) shall file the following reports with the appropriate Review Officers:

 

  1. Initial Holdings Report. Each Access Person must provide to the Review Officer an initial complete listing of all Covered Securities in Covered Accounts and shares of any Portfolio of a Fund directly or indirectly owned by such person as of the date the person first becomes an “Access Person.” The initial listing must be submitted no later than ten (10) days after the person becomes an Access Person under this Code. The information contained in the initial report must be current as of a date no more than 45 days prior to the date the person first becomes an Access Person. The listing must contain the following information:

 

  a. the title of the Covered Security or Portfolio of a Fund;

 

  b. the number of shares held;

 

  c. the principal amount of the Covered Security or Portfolio of a Fund;

 

  d. the name of any broker, dealer or bank with whom the Access Person maintained an account in which the named Covered Securities or Portfolio of a Fund were held; and

 

13


  e. the date that the report is submitted by the Access Person.

 

  2. Quarterly Reports. Each Access Person must provide to the Review Officer, on a quarterly basis, a report indicating all transactions in Covered Securities in Covered Accounts and any Portfolio of a Fund in which the person has, or by reason of such transaction acquires, any direct or indirect beneficial ownership.

 

  a. Every report shall be made not later than thirty (30) days after the end of the calendar quarter in which the transaction to which the report relates was effected, and shall contain the following information:

 

  i. The date of the transaction, the title, the interest rate and maturity date (if applicable) and the number of shares or the principal amount of each Covered Security or Portfolio of a Fund involved;

 

  ii. The nature of the transaction ( i.e. , purchase, sale or any other type of acquisition or disposition);

 

  iii. The price at which the transaction was effected;

 

  iv. The name of the broker, dealer or bank with or through whom the transaction was effected; and

 

  v. The date the report was submitted by the Access Person.

 

  b. In the event no reportable transactions occurred during the quarter, the report should be so noted and returned signed and dated to the Review Officer.

 

  3. Newly Opened Accounts . If an Access Person opens an account while employed at the Companies or Funds, you must notify Compliance. On a quarterly basis, he/she is required to report all new accounts that he/she or a family/household member has opened during that quarter. Access persons should review the name of the broker, dealer or bank, the account number, date the account was established, and any other information for accuracy. For those persons deemed to be Investment Personnel you will be required to send a letter to the broker/dealer/bank to request duplicate copies of transaction confirmations and account statements for Compliance. Conversely, if you close an account while employed at Companies or Funds, he/she must notify Compliance. If duplicate confirms are being provided, you will be required to send a letter to your broker/dealer/bank to request that they stop sending Compliance duplicate confirms and statements.

 

14


  4. Annual Holdings Report. Each Access Person must provide to the Review Officer a complete listing of all Covered Securities in Covered Accounts and shares of any Portfolio of a Fund owned by the Access Person, which covers the prior calendar year, no later than January 30 of each year and current as of a date no more than 45 days before the report is submitted. You are required to report all Covered Accounts in which your or your family/household members hold any securities that could benefit you or your family/household members directly or indirectly . The listing must contain the following information:

 

  a. the title of the Covered Security or Portfolio of a Fund;

 

  b. the number of shares held;

 

  c. the principal amount of the Covered Security or Portfolio of a Fund;

 

  d. the name of any broker, dealer or bank with whom the Access Person maintained an account in which the Covered Securities or Portfolio of a Fund are held; and

 

  e. the date that the report is submitted by the Access Person.

 

  4. Annual Certification. All Access Persons shall be required to certify annually that they have read and understand the Code. Further, all Access Persons are required to certify annually that they have complied with the requirements of the Code and that they have disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the Code.

 

  5. Any Access Person that would otherwise be required to report his or her transactions under this Code shall not be required to file reports pursuant to this section VI.B.5 if they are required to do so pursuant to Paragraph F. below.

 

  C. Review Officer. Each Review Officer shall submit the reports, as described in Paragraph B. above, with respect to his or her own personal securities transactions to an Alternate Review Officer, as designated by the Compliance Officer for the relevant Company or Adviser. The Alternate Review Officer designated to receive and review the Review Officer’s reports shall undertake those responsibilities in a manner consistent with the responsibilities of the Review Officer under this Code.

 

  D.

Investment Personnel. In addition to the reporting requirements set forth in Paragraph B. above, Investment Personnel must also submit duplicate confirmations and account statements to the Review Officer,

 

15


 

either by (a) directing each brokerage firm or bank at which such persons maintains any Covered Account to send simultaneous duplicate copies of such person’s confirmations and account statements to the Review Officer, or (b) by the Investment Personnel personally providing duplicate copies of all such confirmations and account statements directly to the Review Officer within two (2) business day of receipt.

 

  1. Investment Personnel who provide copies of their confirmations and account statements to a designated review officer pursuant to a code of ethics described in Paragraph F. below, are not required to provide copies of such statements to the Fund’s Review Officer pursuant to this paragraph.

 

  E. Disinterested Trustees.

 

  1. A Disinterested Trustee shall report transactions in Covered Securities only if the Trustee knew, or in the ordinary course of fulfilling his or her official duties as a trustee, should have known, that during the 15-day period immediately preceding or following the date of the transaction (or such period prescribed by applicable law), the Covered Security was purchased or sold, or was being considered for purchase or sale, by any Portfolio of the Fund.

 

  a. The “should have known standard” implies no duty of inquiry, does not presume there should have been any deduction or extrapolation from discussions or memoranda dealing with tactics to be employed meeting any of Portfolio’s investment objectives, or that any knowledge is to be imputed because of prior knowledge of any Portfolio’s portfolio holdings, market considerations, or any Portfolio’s investment policies, objectives and restrictions.

 

 

2.

Every Disinterested Trustee shall report the name of any publicly-owned company (or any company anticipating a public offering of its equity Securities) and the total number of its shares beneficially owned by the Disinterested Trustees if such total ownership is more than  1 / 2 of 1% of the outstanding shares of the company.

 

  F. Investment Advisers. Each Investment Adviser shall:

 

  1. Submit a copy of its code of ethics adopted pursuant to Rule 17j-1 of the 1940 Act for its consideration and approval to the Board of the Fund;

 

  2. Promptly report to the Fund, in writing, any material amendments to such code;

 

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  3. Promptly furnish to the Fund, upon request, copies of any reports made pursuant to such code by any person who is an Access Person to the Fund; and

 

  4. Immediately furnish to the Fund, without request, all material information regarding any violation of such code by any person who is an Access Person to the Fund.

 

  G. Confidentiality. All reports of securities transactions and any other information filed with the Fund pursuant to this Code shall be treated as confidential. In this regard, no Access Person shall reveal to any other person (except in the normal course of his or her duties on behalf of any of the Companies) any information regarding Securities transactions made or being considered by or on behalf of any Portfolio of the Fund.

Any such report may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the Covered Security to which the report relates.

 

VII. Review and Enforcement

 

  A. The Code requires that if at any time you become aware that you, any members of your family/household or any other Access Person, have violated the Code, it is your fiduciary obligation to report such violation(s) to the CCO, or his designee in the CCO’s absence, immediately. All Access Persons are required to report actual or suspected violations of the Code promptly to the CCO or his designee. Any retaliation against an employee who reports a violation is prohibited and constitutes a further violation of the Code.

 

  B. The Review Officer for the Fund, in consultation with each other Review Officer, shall compare all reported personal securities transactions with completed portfolio transactions of each Portfolio of a Fund and a list of securities being considered for purchase or sale by any Portfolio of the Fund to determine whether a violation of this Code may have occurred. One test that may be applied in determining whether a violation of the Code has occurred will be to review the securities transactions of Access Persons for patterns of transactions. For example:

 

  1. Any pattern involving parallel transactions (for any Portfolio of the Fund and the individual both buying or both selling the same Security) or opposite transactions (buy/sell or sell/buy) within the Restricted Period may be analyzed to determine whether the individual’s transaction may have violated the Code.

 

17


  2. Among the other factors that may be considered in the analysis are:

 

  a. the number and dollar amount of the transactions;

 

  b. the trading volume of the Covered Security in question;

 

  c. the length of time the Covered Security has been held by the individual; and

 

  d. the individual’s involvement in the investment process.

It should be noted, however, that a violation could be deemed to have resulted from a single transaction if the circumstances warrant a finding that the underlying principles of fair dealing have been violated. Before making any determination that a violation has been committed by any person, the Review Officer shall give such person an opportunity to supply additional explanatory material.

 

  C. If the Review Officer determines that a violation of this Code may have occurred, the Review Officer shall submit his or her written determination, together with a confidential report and any additional explanatory material provided by the individual, to the President of the Fund (or to a person to whom the President shall delegate this authority, such as the Compliance Officer, to the extent such person also serves as Review Officer) and outside counsel to the Fund, who shall make an independent determination as to whether a violation has occurred.

 

  D. If the President of the Fund (or designee) and outside counsel to the Fund find that a violation has occurred, the President shall impose upon the individual such sanctions as he or she deems appropriate and shall report the violation and the sanction imposed to the Board of Trustees of the Fund.

 

  E. No person shall participate in a determination of (1) whether he or she personally has committed a violation of the Code, or (2) the imposition of any sanction in the event he or she has committed a violation of the Code. If a Securities transaction of the President is under consideration, any Vice President shall act in all respects in the manner prescribed in this Code for the President

 

  F. Exemptions from Certain Reporting Requirements . The following are exempt from certain reporting requirements of this Code:

 

  1.

Managed Accounts – Personal Securities Transactions . Access Persons are not required to report accounts and securities over which the person or the person’s family/household members has

 

18


 

no direct or indirect influence or control. However, you are required to notify Compliance of these types of accounts and obtain an attestation from the adviser(s) in order to exempt a nondiscretionary account from the quarterly reporting requirements. While you may speak to your adviser about your financial goals and objectives, you are not permitted to consult with your adviser (or be consulted on) any specific security transactions, regardless of whether the security is covered or not covered. You will be required to disclose these accounts and any covered/reportable securities in these accounts in your initial holdings report and annual holdings report.

 

  2. Automatic Investment Plans – Personal Securities Transactions . Access Persons are not required to disclose on their quarterly transaction reports any securities that were purchased or sold through an automatic investment plan, including dividend reinvestment plans. You are required to disclose these holdings on your initial and annual holdings reports

 

VIII. Records . The Companies and each Adviser shall maintain records in the manner and to the extent set forth below, which may be maintained on microfilm or by such other means permissible under the conditions described in Rule 31a-2 under the 1940 Act, or under no-action letters or interpretations under that rule, and shall be available for examination by representatives of the Securities and Exchange Commission.

 

  A. A copy of this Code shall be preserved in an easily accessible place (including for five (5) years after this Code is no longer in effect).

 

  B. A record of any violation of this Code and of any action taken as a result of such violation shall be preserved in an easily accessible place for a period of not less than five (5) years following the end of the fiscal year in which the violation occurs.

 

  C. A copy of each report, including any information provided in lieu of the report, made by an Access Person pursuant to this Code shall be preserved for a period of not less than five (5) years from the end of the fiscal year in which it is made, the first two years in an easily accessible place.

 

  D. A list of all Access Persons who are, or within the past five (5) years have been, required to make reports pursuant to this Code shall be maintained in an easily accessible place.

 

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IX. Sanctions

 

  A. The Funds and the Companies each treat violations of this Code (including violations of the spirit of the Code) very seriously. If you violate either the letter or the spirit of this Code, a Fund or a Company may impose one, several or all of the following: formal warnings or fines as outlined in this Code; a disgorgement of trading gains; suspension or termination of your employment; make a civil referral to the SEC; and/or make a criminal referral. Some examples of violations include: improper trading activity; failing to file required reports; making inaccurate or misleading reports or statements concerning trading activity or securities accounts; and inappropriate individual conduct, even if no clients are harmed. If you have any doubt or uncertainty about what this Code requires or permits, you should consult the appropriate Review Officer.

The Review Officer shall determine whether the policies established in this Code have been violated, and what sanctions, if any, should be imposed. The Review Officer will notify Access Persons of any discrepancy between their personal activities and the rules outlined in this Code. If a discrepancy cannot be thoroughly explained or corrected to the Review Officer’s satisfaction, the Review Officer, has full authority to determine and impose a sanction upon any employee or director who may have violated the Code or the spirit of the Code. Failure to promptly abide by a directive to reverse a trade, forfeit profits, or pay a fine, may result in the imposition of additional sanctions.

 

  B. The table below describes the sanctions that may be imposed for certain violations. The Review Officer has full discretion to impose sanctions that are more or less than those outlined in the table. Sanctions also may be imposed for any violation not discussed below.

 

Violation

 

Potential Sanctions

Late Reporting or Certification  

First Offense: Verbal warning

 

Second Offense : Temporary suspension of personal securities transaction rights of up to 6 months

Failure to Preclear or Trading on Expired Preclearance Approval  

First Offense: Verbal warning plus disgorgement of any profits

 

Second Offense : Disgorgement of any profits and possible temporary suspension of personal securities transaction rights of up to 6 months and possible reversing of questionable trades

 

Subsequent Offense : Disgorgement of any profits and temporary suspension of personal securities transaction rights of up to one year and reversing of questionable trades

 

20


Violation

 

Potential Sanctions

Market Timing   Disgorgement of any profits; temporary suspension of personal securities transaction rights of up to one year; possible termination of employment and civil or criminal referral
Providing False or Omitting Material Information on Reports or Certifications   Suspension of personal securities transaction rights; possible termination of employment and civil and criminal referral
Front Running or Purchasing Securities within Blackout Periods   Disgorgement of profits; temporary suspension of personal securities transaction rights of up to one year and possible reversing of questionable trades and possible termination of employment
Short-term Trading  

First Offense: Verbal warning plus disgorgement of profits

 

Second Offense : Disgorgement of profits; temporary suspension of personal transaction rights of up to 6 months; possible reversing of questionable trades

 

Subsequent Offenses : Disgorgement of profits; temporary suspension of personal securities transaction rights of up to one year; possible reversing of questionable trades

Trading Securities on Restricted List   Disgorgement of any profits; temporary suspension of personal securities transactions of up to one year; possible reversing of questionable trades
Gifts & Entertainment - Failure to Preclear, Acceptance or Giving of Gifts & Entertainment Above De Minimis   Varies.

 

X. Approval, Amendment and Interpretation of Provisions.

 

  A. This Code may be amended as necessary or appropriate with the approval of the Board of Trustees.

 

21


  B. This Code is subject to interpretation by the Board of Trustees in its discretion.

Approved and Amended by the EQ Advisors Trust Board

March 31, 1997, July 11, 2000, May 23, 2001, December 3, 2003, December 1, 2004, June 6, 2007, July 8-9, 2008

Amended and Approved by the AXA Equitable Life Insurance Company Board

May 17, 2000, February 18, 2004, September 20, 2007

Amended and Approved by the AXA Advisors, LLC Board (formerly, EDI)

May 24, 2000, March 3, 2004, October 1, 2007

Approved by the AXA Distributors, LLC Board

May 24, 2000, March 18, 2004, [              , 2007]

Approved by the:

AXA Premier VIP Trust Board

November 29, 2001, December 10, 2003, December 9, 2004, March 3, 2005, June 13, 2007, July 23-24, 2008

 

22

Exhibit (p)(2)(viii)

A LLIANCE B ERNSTEIN L . P .

CODE OF BUSINESS CONDUCT AND ETHICS

“Trust is the foundation of an investment management company, an attribute that takes years to establish and just days to destroy. Promoting and sustaining a fiduciary culture is, therefore, a business imperative.”

- Lewis A. Sanders, Chief Executive Officer

Updated February 2008


A Message from Lewis A. Sanders,

Chief Executive Officer of AllianceBernstein

Trust is the foundation of an investment management company, an attribute that takes years to establish, constant vigilance to maintain, and just days to destroy. Honesty, integrity, and high ethical standards must therefore be practiced on a daily basis in order to protect this most critical asset.

Enhancing our sensitivity to our fiduciary obligations, and ensuring that we meet those obligations is an imperative for all. The Internal Compliance Controls Committee, the Code of Ethics Oversight Committee, the Conflicts Officer and the Office of the Company Ombudsman provide AllianceBernstein employees with comprehensive guidance and multiple avenues in which to explore work-related issues or questions.

AllianceBernstein has long been committed to maintaining and promoting high ethical standards and business practices. We have prepared this Code of Business Conduct and Ethics (the “Code”) in order to establish a common vision of our ethical standards and practices. The Code is intended to establish certain guiding principles for all of us and not to be an exhaustive guide to all the detailed rules and regulations governing the conduct of business in the various countries where we do business. Separately, we have prepared a series of fiduciary and business-related policies and procedures, which set forth detailed requirements to which all employees are subject. We also have prepared various Compliance Manuals, which provide in summary form, an overview of the concepts described in more detail in this Code and in our other policies and procedures.

You should take the time to familiarize yourself with the policies in this Code and use common sense in applying them to your daily work environment and circumstances. Your own personal integrity and good judgment are the best guides to ethical and responsible conduct. If you have questions, you should discuss them with your supervisor, the General Counsel, the Chief Compliance Officer or a representative of the Legal and Compliance Department or Human Resources. If the normal channels for reporting are not appropriate, or if you feel uncomfortable utilizing them, issues may be brought to the attention of the Company Ombudsman, who is an independent, informal and confidential resource for concerns about AllianceBernstein business matters that may implicate issues of ethics or questionable practices.

Our continued success depends on each of us maintaining high ethical standards and business practices. I count on each of you to apply good ethics and sound judgment in your daily responsibilities in order to help ensure that success.

Lewis A. Sanders


AllianceBernstein L.P

CODE OF BUSINESS CONDUCT AND ETHICS

 

1.    Introduction    1
2.    The AllianceBernstein Fiduciary Culture    2
3.    Compliance with Laws, Rules and Regulations    2
4.    Conflicts of Interest / Unlawful Actions    3
5.    Insider Trading    4
6.    Personal Trading: Summary of Restrictions    4
7.    Outside Directorships and Other Outside Activities and Interests    6
   (a) Board Member or Trustee    6
   (b) Other Affiliations    7
   (c) Outside Financial or Business Interests    7
8.    Gifts, Entertainment and Inducements    8
9.    Dealings with Government Personnel/Foreign Corrupt Practices Act    9
10.    Political Contributions by or on behalf of AllianceBernstein    10
11.    “Ethical Wall” Policy    11
12.    Use of Client Relationships    11
13.    Corporate Opportunities and Resources    11
14.    Antitrust and Fair Dealing    12
15.    Recordkeeping and Retention    12
16.    Improper Influence on Conduct of Audits    12
17.    Accuracy of Disclosure    13
18.    Confidentiality    13
19.    Protection and Proper Use of AllianceBernstein Assets    14
20.    Policy on Intellectual Property    15
   (a) Overview    15
   (b) Employee Responsibilities    15
   (c) Company Policies and Practices    15
21.    Compliance Practices and Policies of Group Subsidiaries    16
22.    Exceptions from the Code    16

 

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23.    Regulatory Inquiries, Investigations and Litigation    17
   (a) Requests for Information    17
   (b) Types of Inquiries    17
   (c) Responding to Information Requests    17
   (d) Use of Outside Counsel    18
   (e) Regulatory Investigation    18
   (f) Litigation    18
24.    Compliance and Reporting of Misconduct / “Whistleblower” Protection    18
25.    Company Ombudsman    18
26.    Sanctions    19
27.    Annual Certifications    19
PERSONAL TRADING POLICIES AND PROCEDURES
Appendix A
1.    Overview    A-1
   (a) Introduction    A-1
   (b) Definitions    A-1
2.    Requirements and Restrictions – All Employees    A-5
   (a) General Standards    A-5
   (b) Disclosure of Personal Accounts    A-6
   (c) Designated Brokerage Accounts    A-6
   (d) Pre-Clearance Requirement    A-7
   (e) Limitation on the Number of Trades    A-9
   (f) Short-Term Trading    A-9
   (g) Short Sales    A-10
   (h) Trading in AllianceBernstein Units and AB Closed-End Mutual Funds    A-10
   (i) Securities Being Considered for Purchase or Sale    A-11
   (j) Restricted List    A-12
   (k) Dissemination of Research Information    A-12
   (l) Initial Public Offerings    A-14
   (m) Limited Offerings/Private Placements    A-14

 

- ii -


3.    Additional Restrictions – Growth, Blend and Fixed Income Portfolio Managers    A-15
   (a) Blackout Periods (if exception applies)    A-15
   (b) Actions During Blackout Periods    A-16
   (c) Transactions Contrary to Client Positions    A-16
4.    Additional Restrictions – Bernstein Value Portfolio Management Groups    A-16
   (a) Senior Portfolio Managers and Members of the Value Investment Policy Groups    A-16
   (b) All Other Members of the Bernstein Value SBU    A-16
   (c) Discretionary Accounts    A-17
5.    Additional Restrictions – Research Analysts    A-17
   (a) Blackout Periods (if exception applies)    A-17
   (b) Actions During Blackout Periods    A-17
   (c) Actions Contrary to Ratings    A-18
6.    Additional Restrictions – Buy-Side Equity Traders    A-18
7.    Reporting Requirements    A-18
   (a) Duplicate Confirmations and Account Statements    A-18
   (b) Initial Holdings Reports by Employees    A-18
   (c) Quarterly Reports by Employees    A-19
   (d) Annual Holdings Reports by Employees    A-20
   (e) Report and Certification of Adequacy to the Board of Directors of Fund Clients    A-20
   (f) Report Representations    A-20
   (g) Maintenance of Reports    A-21
8.    Reporting Requirements for Directors who are not Employees    A-21
   (a) Affiliated Directors    A-21
   (b) Outside Directors    A-22
   (c) Reporting Exceptions    A-23

CODE CERTIFICATION FORM

Annual Certification Form

   Last Page

 

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1. Introduction

This Code of Business Conduct and Ethics (the “Code”) summarizes the values, principles and business practices that guide our business conduct. The Code establishes a set of basic principles to guide all AllianceBernstein employees (including AllianceBernstein directors and consultants where applicable) regarding the minimum requirements which we are expected to meet. The Code applies to all of our offices worldwide. It is not , however, intended to provide an exhaustive list of all the detailed internal policies and procedures, regulations and legal requirements that may apply to you as an AllianceBernstein employee and/or a representative of one of our regulated subsidiaries.

All individuals subject to the provisions of this Code must conduct themselves in a manner consistent with the requirements and procedures set forth herein. Adherence to the Code is a fundamental condition of service with us, any of our subsidiaries or joint venture entities, or our general partner (the “AllianceBernstein Group”).

AllianceBernstein L.P. (“AllianceBernstein,” “we” or “us”) is a registered investment adviser and acts as investment manager or adviser to registered investment companies, institutional investment clients, employee benefit trusts, high net worth individuals and other types of investment advisory clients. In this capacity, we serve as fiduciaries. The fiduciary relationship mandates adherence to the highest standards of conduct and integrity.

Personnel acting in a fiduciary capacity must carry out their duties for the exclusive benefit of our clients. Consistent with this fiduciary duty, the interests of clients take priority over the personal investment objectives and other personal interests of AllianceBernstein personnel. Accordingly:

 

   

Employees must work to mitigate or eliminate any conflict, or appearance of conflict, between the self-interest of any individual covered under the Code and his or her responsibility to our clients, or to AllianceBernstein and its unitholders.

 

   

Employees must never improperly use their position with AllianceBernstein for personal gain to themselves, their family or any other person.

The Code is intended to comply with Rule 17j-1 under the (U.S.) Investment Company Act of 1940 (the “1940 Act”) which applies to us because we serve as an investment adviser to registered investment companies. Rule 17j-1 specifically requires us to adopt a code of ethics that contains provisions reasonably necessary to prevent our “access persons” (as defined herein) from engaging in fraudulent conduct, including insider trading. In addition, the Code is intended to comply with the provisions of the (U.S.) Investment Advisers Act of 1940 (the “Advisers Act”), including Rule 204A-1, which requires registered investment advisers to adopt and enforce codes of ethics applicable to their supervised persons. Finally, the Code is intended to comply with Section 303A.10 of the New York Stock Exchange (“NYSE”) Listed Company Manual, which applies to us because the units of AllianceBernstein Holding L.P. (“AllianceBernstein Holding”) are traded on the NYSE.

Additionally, certain entities within the AllianceBernstein Group, such as Sanford C. Bernstein & Co., LLC and Sanford C. Bernstein Limited, have adopted supplemental codes of ethics to address specific regulatory requirements applicable to them. All employees are obligated to determine if any of these codes are applicable to them, and abide by such codes as appropriate.

 

- 1 -


2. The AllianceBernstein Fiduciary Culture

The primary objective of AllianceBernstein’s business is to provide value, through investment advisory and other financial services, to a wide range of clients, including governments, corporations, financial institutions, high net worth individuals and pension funds.

AllianceBernstein requires that all dealings with, and on behalf of existing and prospective clients be handled with honesty, integrity and high ethical standards, and that such dealings adhere to the letter and the spirit of applicable laws, regulations and contractual guidelines. As a general matter, AllianceBernstein is a fiduciary that owes its clients a duty of undivided loyalty, and each employee has a responsibility to act in a manner consistent with this duty.

When dealing with or on behalf of a client, every employee must act solely in the best interests of that client. In addition, various comprehensive statutory and regulatory structures such as the 1940 Act, the Advisers Act and ERISA, the Employee Retirement Income Security Act, all impose specific responsibilities governing the behavior of personnel in carrying out their responsibilities. AllianceBernstein and its employees must comply fully with these rules and regulations. Legal and Compliance Department personnel are available to assist employees in meeting these requirements.

All employees are expected to adhere to the high standards associated with our fiduciary duty, including care and loyalty to clients, competency, diligence and thoroughness, and trust and accountability. Further, all employees must actively work to avoid the possibility that the advice or services we provide to clients is, or gives the appearance of being, based on the self-interests of AllianceBernstein or its employees and not the clients’ best interests.

Our fiduciary responsibilities apply to a broad range of investment and related activities, including sales and marketing, portfolio management, securities trading, allocation of investment opportunities, client service, operations support, performance measurement and reporting, new product development as well as your personal investing activities. These obligations include the duty to avoid material conflicts of interest (and, if this is not possible, to provide full and fair disclosure to clients in communications), to keep accurate books and records, and to supervise personnel appropriately. These concepts are further described in the Sections that follow.

 

3. Compliance with Laws, Rules and Regulations

AllianceBernstein has a long-standing commitment to conduct its business in compliance with applicable laws and regulations and in accordance with the highest ethical principles. This commitment helps ensure our reputation for honesty, quality and integrity. All individuals subject to the Code are required to comply with all such laws and regulations. All U.S. employees, as well as non-U.S. employees who act on behalf of U.S. clients or funds, are required to comply with the U.S. federal securities laws. These laws include, but are not limited to, the 1940 Act, the Advisers Act, ERISA, the Securities Act of 1933 (“Securities Act”), the Securities Exchange Act of 1934 (“Exchange Act”), the Sarbanes-Oxley Act of 2002, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under any of these statutes, the Bank Secrecy Act as it applies to our activities, and any rules adopted thereunder by the Securities and Exchange Commission (“SEC”) or the Department of the Treasury. As mentioned above, as a listed company, we are also subject to specific rules promulgated by the NYSE. Similarly, our non-US affiliates are subject to additional laws and regulatory mandates in their respective jurisdictions, which must be fully complied with.

 

- 2 -


4. Conflicts of Interest / Unlawful Actions

A “conflict of interest” exists when a person’s private interests may be contrary to the interests of AllianceBernstein’s clients or to the interests of AllianceBernstein or its unitholders.

A conflict situation can arise when an AllianceBernstein employee takes actions or has interests (business, financial or otherwise) that may make it difficult to perform his or her work objectively and effectively. Conflicts of interest may arise, for example, when an AllianceBernstein employee, or a member of his or her family, 1 receives improper personal benefits (including personal loans, services, or payment for services that the AllianceBernstein employee performs in the course of AllianceBernstein business) as a result of his or her position at AllianceBernstein, or gains personal enrichment or benefits through access to confidential information. Conflicts may also arise when an AllianceBernstein employee, or a member of his or her family, holds a significant financial interest in a company that does an important amount of business with AllianceBernstein or has outside business interests that may result in divided loyalties or compromise independent judgment. Moreover, conflicts may arise when making securities investments for personal accounts or when determining how to allocate trading opportunities. Additional conflicts of interest are highlighted in the AllianceBernstein Policy and Procedures for Giving and Receiving Gifts and Entertainment , a copy of which can be found on the Legal and Compliance Department intranet site.

Conflicts of interest can arise in many common situations, despite one’s best efforts to avoid them. This Code does not attempt to identify all possible conflicts of interest. Literal compliance with each of the specific procedures will not shield you from liability for personal trading or other conduct that violates your fiduciary duties to our clients. AllianceBernstein employees are encouraged to seek clarification of, and discuss questions about, potential conflicts of interest. If you have questions about a particular situation or become aware of a conflict or potential conflict, you should bring it to the attention of your supervisor, the General Counsel, the Conflicts Officer, the Chief Compliance Officer or a representative of the Legal and Compliance Department or Human Resources.

In addition to the specific prohibitions contained in the Code, you are, of course, subject to a general requirement not to engage in any act or practice that would defraud our clients. This general prohibition (which also applies specifically in connection with the purchase and sale of a Security held or to be acquired or sold, as this phrase is defined in the Appendix) includes:

 

   

Making any untrue statement of a material fact or employing any device, scheme or artifice to defraud a client;

 

   

Omitting to state (or failing to provide any information necessary to properly clarify any statements made, in light of the circumstances) a material fact, thereby creating a materially misleading impression;

 

   

Making investment decisions, changes in research ratings and trading decisions other than exclusively for the benefit of, and in the best interest of, our clients;

 

1 For purposes of this section of the Code, unless otherwise specifically provided, (i) “family” means your spouse/domestic partner, parents, children, siblings, in-laws by marriage (i.e., mother, father, son and/or daughter-in-law) and anyone who shares your home; and (ii) “relative” means your immediate family members and your first cousins.

 

- 3 -


   

Using information about investment or trading decisions or changes in research ratings (whether considered, proposed or made) to benefit or avoid economic injury to you or anyone other than our clients;

 

   

Taking, delaying or omitting to take any action with respect to any research recommendation, report or rating or any investment or trading decision for a client in order to avoid economic injury to you or anyone other than our clients;

 

   

Purchasing or selling a security on the basis of knowledge of a possible trade by or for a client with the intent of personally profiting from personal holdings in the same or related securities (“front-running” or “scalping”);

 

   

Revealing to any other person (except in the normal course of your duties on behalf of a client) any information regarding securities transactions by any client or the consideration by any client of any such securities transactions; or

 

   

Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit on a client or engaging in any manipulative practice with respect to any client.

 

5. Insider Trading

There are instances where AllianceBernstein employees may have confidential “inside” information about AllianceBernstein or its affiliates, or about a company with which we do business, or about a company in which we may invest on behalf of clients that is not known to the investing public. AllianceBernstein employees must maintain the confidentiality of such information. If a reasonable investor would consider this information important in reaching an investment decision, the AllianceBernstein employee with this information must not buy or sell securities of any of the companies in question or give this information to another person who trades in such securities. This rule is very important, and AllianceBernstein has adopted the following three specific policies that address it: Policy and Procedures Concerning Purchases and Sales of AllianceBernstein Units, Policy and Procedures Concerning Purchases and Sales of AllianceBernstein Closed-End Mutual Funds, and Policy and Procedures Regarding Insider Trading (collectively, the “AllianceBernstein Insider Trading Policies”). A copy of the AllianceBernstein Insider Trading Policies may be found on the Legal and Compliance Department intranet site. All AllianceBernstein employees are required to be familiar with these policies 2 and to abide by them.

 

6. Personal Trading: Summary of Restrictions

AllianceBernstein recognizes the importance to its employees of being able to manage and develop their own and their dependents’ financial resources through long-term investments and strategies. However, because of the potential conflicts of interest inherent in our business, our industry and AllianceBernstein have implemented certain standards and limitations designed to minimize these conflicts and help ensure that we focus on meeting our duties as a fiduciary for our clients. As a general matter, AllianceBernstein discourages personal investments by employees in individual securities and encourages personal investments in managed collective vehicles, such as mutual funds.

 

2 The subject of insider trading will be covered in various Compliance training programs and materials.

 

- 4 -


AllianceBernstein senior management believes it is important for employees to align their own personal interests with the interests of our clients. Consequently, employees are encouraged to invest in the mutual fund products and services offered by AllianceBernstein, where available and appropriate.

The policies and procedures for personal trading are set forth in full detail in the AllianceBernstein Personal Trading Policies and Procedures , included in the Code as Appendix A. The following is a summary of the major restrictions that apply to personal trading by employees, their immediate family members and other financial dependents:

 

   

Employees must disclose all of their securities accounts to the Legal and Compliance Department;

 

   

Employees may maintain securities accounts only at specified designated broker-dealers;

 

   

Employees must pre-clear all securities trades with the Legal and Compliance Department (via the StarCompliance Code of Ethics application) prior to placing trades with their broker-dealer (prior supervisory approval is required for portfolio managers, research analysts, traders, persons with access to AllianceBernstein research, and others designated by the Legal and Compliance Department);

 

   

Employees may only make five trades in individual securities during any rolling thirty calendar-day period;

 

   

Employee purchases of individual securities are subject to a one-year holding period;

 

   

Employees may not engage in short-term trading of a mutual fund in violation of that fund’s short-term trading policies;

 

   

Employees may not participate in initial public offerings;

 

   

Employees must get written approval, and make certain representations, in order to participate in limited or private offerings;

 

   

Employees must submit initial and annual holding reports, disclosing all securities and holdings in mutual funds managed by AllianceBernstein held in personal accounts;

 

   

Employees must, on a quarterly basis, submit or confirm reports identifying all transactions in securities (and mutual funds managed by AllianceBernstein) in personal accounts;

 

   

The Legal and Compliance Department has the authority to deny:

 

  a. Any personal trade by an employee if the security is being considered for purchase or sale in a client account, there are open orders for the security on a trading desk, or the security appears on any AllianceBernstein restricted list;

 

  b. Any short sale by an employee for a personal account if the security is being held long in AllianceBernstein—managed portfolios; and

 

  c. Any personal trade by a portfolio manager or research analyst in a security that is subject to a blackout period as a result of client portfolio trading or recommendations to clients.

 

   

Separate requirements and restrictions apply to Directors who are not employees of AllianceBernstein, as explained in further detail in the AllianceBernstein Personal Trading Policies and Procedures , Exhibit A of this document.

 

- 5 -


This summary should not be considered a substitute for reading, understanding and complying with the detailed restrictions and requirements that appear in the AllianceBernstein Personal Trading Policies and Procedures , included as Appendix A to the Code.

 

7. Outside Directorships and Other Outside Activities and Interests

Although activities outside of AllianceBernstein are not necessarily a conflict of interest, a conflict may exist depending upon your position within AllianceBernstein and AllianceBernstein’s relationship with the particular activity in question. Outside activities may also create a potential conflict of interest if they cause an AllianceBernstein employee to choose between that interest and the interests of AllianceBernstein or any client of AllianceBernstein. AllianceBernstein recognizes that the guidelines in this Section are not applicable to directors of AllianceBernstein who do not also serve in management positions within AllianceBernstein (“Outside Directors”).

Important Note for Research Analysts: Notwithstanding the standards and prohibitions that follow in this section, any Employee who acts in the capacity of a research analyst is prohibited from serving on any board of directors or trustees or in any other capacity with respect to any company, public or private, whose business is directly or indirectly related to the industry covered by that research analyst.

 

  (a) Board Member or Trustee

 

  i. No AllianceBernstein employee shall serve on any board of directors or trustees or in any other management capacity of any unaffiliated public company.

 

  ii. No AllianceBernstein employee shall serve on any board of directors or trustees or in any other management capacity of any private company without prior written approval (other than not-for-profit organizations) from the employee’s supervisor. 3 After obtaining supervisory approval, the employee must obtain written authorization from AllianceBernstein’s Chief Compliance Officer who will provide final approval. This approval is also subject to review by, and may require the approval of, AllianceBernstein’s Chief Executive Officer. The decision as to whether to grant such authorization will be based on a determination that such service would not be inconsistent with the interests of any client, as well as an analysis of the time commitment and potential personal liabilities and responsibilities associated with the outside affiliation. 4 Any AllianceBernstein

 

3 No approval is required to serve as a trustee/board member of not-for-profit organizations such as religious organizations, foundations, educational institutions, co-ops, private clubs etc., provided that the organization has not issued, and does not have future plans to issue, publicly held securities, including debt obligations . Indeed, AllianceBernstein recognizes that its employees often engage in community service in their local communities and engage in a variety of charitable activities, and it commends such service. However, it is the duty of every AllianceBernstein employee to ensure that all outside activities, even charitable or pro bono activities, do not constitute a conflict of interest or are not otherwise inconsistent with employment by AllianceBernstein. Accordingly, although no approval is required, each employee must use his/her best efforts to ensure that the organization does not use the employee’s affiliation with AllianceBernstein, including his/her corporate title, in any promotional (other than a “bio” section) or fundraising activities, or to advance a specific mission or agenda of the entity . Such positions also must be reported to the firm pursuant to other periodic requests for information (e.g., the AllianceBernstein 10-K questionnaire).
4 Such authorization requires an agreement on the part of the employee to not hold him or herself out as acting on behalf of AllianceBernstein (or any affiliate) and to use best efforts to ensure that AllianceBernstein’s name (or that of any AllianceBernstein affiliated company) is not used in connection with the proposed affiliation (other than in a “bio” section), and in particular, activities relating to fundraising or to the advancement of a specific entity mission or agenda.

 

- 6 -


 

employee who serves as a director, trustee or in any other management capacity of any private company must resign that position prior to the company becoming a publicly traded company.

 

  iii. This approval requirement applies regardless of whether an AllianceBernstein employee plans to serve as a director of an outside business organization (1) in a personal capacity or (2) as a representative of AllianceBernstein or of an entity within the AllianceBernstein Group holding a corporate board seat on the outside organization (e.g., where AllianceBernstein or its clients may have a significant but non-controlling equity interest in the outside company).

 

  iv. New employees with pre-existing relationships are required to resign from the boards of public companies and seek and obtain the required approvals to continue to serve on the boards of private companies.

 

  (b) Other Affiliations

AllianceBernstein discourages employees from committing to secondary employment, particularly if it poses any conflict in meeting the employee’s ability to satisfactorily meet all job requirements and business needs. Before an AllianceBernstein employee accepts a second job, that employee must:

 

   

Immediately inform his or her Department Head and Human Resources in writing of the secondary employment;

 

   

Ensure that AllianceBernstein’s business takes priority over the secondary employment;

 

   

Ensure that no conflict of interest exists between AllianceBernstein’s business and the secondary employment ( see also, footnote 4, previous page ); and

 

   

Require no special accommodation for late arrivals, early departures, or other special requests associated with the secondary employment.

For employees associated with any of AllianceBernstein’s registered broker-dealer subsidiaries, written approval of the Chief Compliance Officer for the subsidiary is also required. 5 New employees with pre-existing relationships are required to ensure that their affiliations conform to these restrictions, and must obtain the requisite approvals.

 

  (c) Outside Financial or Business Interests

AllianceBernstein employees should be cautious with respect to personal investments that may lead to conflicts of interest or raise the appearance of a conflict. Conflicts of interest in this context may arise in cases where an AllianceBernstein employee, a member of his or her family, or a close personal acquaintance, holds a substantial interest in a company that has significant dealings with AllianceBernstein or any of its subsidiaries either on a recurring or “one-off” basis. For example, holding a substantial interest in a family-controlled or other privately-held company that does business with, or competes against, AllianceBernstein or any of its subsidiaries may give rise to a conflict of interest or the appearance of a conflict. In contrast, holding shares in a widely-held public company that does business with

 

5 In the case of AllianceBernstein subsidiaries that are holding companies for consolidated subgroups, unless otherwise specified by the holding company’s Chief Executive Officer, this approval may be granted by the Chief Executive Officer or Chief Financial Officer of each subsidiary or business unit with such a consolidated subgroup.

 

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AllianceBernstein from time to time may not raise the same types of concerns. Prior to making any such personal investments, AllianceBernstein employees must pre-clear the transaction, in accordance with the Personal Trading Policies and Procedures, attached as Exhibit A of this Code, and should consult as appropriate with their supervisor, the Conflicts Officer, General Counsel, Chief Compliance Officer or other representative of the Legal and Compliance Department.

AllianceBernstein employees should also be cautious with respect to outside business interests that may create divided loyalties, divert substantial amounts of their time and/or compromise their independent judgment. If a conflict of interest situation arises, you should report it to your supervisor, the Conflicts Officer, General Counsel, Chief Compliance Officer and/or other representative of AllianceBernstein’s Human Resources or Legal and Compliance Department. Business transactions that benefit relatives or close personal friends, such as awarding a service contract to them or a company in which they have a controlling or other significant interest, may also create a conflict of interest or the appearance of a conflict. AllianceBernstein employees must consult their supervisor and/or the Conflicts Officer, General Counsel, Chief Compliance Officer or other representative of AllianceBernstein’s Human Resources or Legal and Compliance Department before entering into any such transaction. New employees that have outside financial or business interests (as described herein) should report them as required and bring them to the attention of their supervisor immediately.

 

8. Gifts, Entertainment and Inducements

Business gifts and entertainment are designed to build goodwill and sound working relationships among business partners. However, under certain circumstances, gifts, entertainment, favors, benefits, and/or job offers may be attempts to “purchase” favorable treatment. Accepting or offering such inducements could raise doubts about an AllianceBernstein employee’s ability to make independent business judgments in our clients’ or AllianceBernstein’s best interests. For example, a problem would arise if (i) the receipt by an AllianceBernstein employee of a gift, entertainment or other inducement would compromise, or could be reasonably viewed as compromising, that individual’s ability to make objective and fair business decisions on behalf of AllianceBernstein or its clients, or (ii) the offering by an AllianceBernstein employee of a gift, entertainment or other inducement appears to be an attempt to obtain business through improper means or to gain any special advantage in our business relationships through improper means.

These situations can arise in many different circumstances (including with current or prospective suppliers and clients) and AllianceBernstein employees should keep in mind that certain types of inducements may constitute illegal bribes, pay-offs or kickbacks. In particular, the rules of various securities regulators place specific constraints on the activities of persons involved in the sales and marketing of securities. AllianceBernstein has adopted the Policy and Procedures for Giving and Receiving Gifts and Entertainment to address these and other matters. AllianceBernstein Employees must familiarize themselves with this policy and comply with its requirements, which include reporting the acceptance of most business meals, gifts and entertainment to the Compliance Department. A copy of this policy can be found on the Legal and Compliance Department intranet site, and will be supplied by the Compliance Department upon request.

Each AllianceBernstein employee must use good judgment to ensure there is no violation of these principles. If you have any question or uncertainty about whether any gifts, entertainment or other type of inducements are appropriate, please contact your supervisor or a representative of

 

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AllianceBernstein’s Legal and Compliance Department and/or the Conflicts Officer, as appropriate. If you feel uncomfortable utilizing the normal channels, issues may be brought to the attention of the Company Ombudsman, who is an independent, informal and confidential resource for concerns about AllianceBernstein business matters that may implicate issues of ethics or questionable practices. Please see Section 25 for additional information on the Company Ombudsman.

 

9. Dealings with Government Personnel/Foreign Corrupt Practices Act

AllianceBernstein employees should be aware that practices that may be acceptable in the commercial business environment (such as providing certain transportation, business meals, entertainment and other things of nominal value), may be entirely unacceptable and even illegal when they relate to government employees or others who act on a government’s behalf. Therefore, you must be aware of and adhere to the relevant laws and regulations governing relations between government employees and customers and suppliers in every country where you conduct business.

No AllianceBernstein employee may give money or gifts to any official or any employee of a governmental entity if doing so could reasonably be construed as having any inappropriate connection with AllianceBernstein’s business relationship. Such actions are prohibited by law in many jurisdictions. It is the responsibility of all AllianceBernstein employees to adhere to the laws and regulations applicable in the jurisdictions where they do business.

We expect all AllianceBernstein employees to refuse to make questionable payments. Any proposed payment or gift to a government official must be reviewed in advance by a representative of the Legal and Compliance Department, even if such payment is common in the country of payment (see discussion on Foreign Corrupt Practices Act below). AllianceBernstein employees should be aware that they do not actually have to make the payment to violate AllianceBernstein’s policy and the law — merely offering, promising or authorizing it will be considered a violation of this Code.

In order to ensure that AllianceBernstein fully complies with the requirements of the U.S. Foreign Corrupt Practices Act (the “FCPA”) and applicable international laws regulating payments to non-U.S. public officials, candidates and political parties, employees must be familiar with the firm’s policy with respect to the FCPA. Briefly, the FCPA makes it illegal (with civil and criminal penalties) for AllianceBernstein and/or its employees and agents, to pay bribes to non-U.S. officials for the purpose of obtaining or keeping business (which can include securing government licenses and permits) or securing an improper business advantage. Accordingly, the use of AllianceBernstein funds or assets (or those of any third party) paid directly or through another person or company for any illegal, improper or corrupt purpose is strictly prohibited.

General Rule: Under no circumstances shall any AllianceBernstein persons offer, promise or authorize any payment or benefit to a non-U.S. official or to any person for the purpose of inducing the official to act or refrain from acting in relation to the performance of his or her official duties, particularly if action or inaction by the official may result in AllianceBernstein obtaining or retaining business or securing an improper business advantage.

It is often difficult to determine at what point a business courtesy extended to another person crosses the line into becoming excessive, and what ultimately could be considered a bribe. Therefore, no entertainment or gifts may be offered, or travel or hotel expenses paid, to any non- U.S.

 

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official under any circumstances, without the express prior written approval (e-mail correspondence is acceptable) of the General Counsel, Chief Compliance Officer, or their designees in the Legal and Compliance Department.

 

10. Political Contributions by or on behalf of AllianceBernstein

Election laws in many jurisdictions generally prohibit political contributions by corporations to candidates. Many local laws also prohibit corporate contributions to local political campaigns. In accordance with these laws, AllianceBernstein does not make direct contributions to any candidates for national or local offices where applicable laws make such contributions illegal. In these cases, contributions to political campaigns must not be, nor appear to be, made with or reimbursed by AllianceBernstein assets or resources. AllianceBernstein assets and resources include (but are not limited to) AllianceBernstein facilities, personnel, office supplies, letterhead, telephones, electronic communication systems and fax machines. This means that AllianceBernstein office facilities may not be used to host receptions or other events for political candidates or parties which are, or include any, fund raising activities or solicitations. In limited circumstances, AllianceBernstein office facilities may be used to host events for public office holders as a public service, but only where steps have been taken (such as not providing to the office holder a list of attendees) to avoid the facilitation of fund raising solicitations either during or after the event, and where the event has been pre-approved in writing by the General Counsel or Deputy General Counsel.

Please see the Policy and Procedures for Giving and Receiving Gifts and Entertainment , which can be found on the Legal and Compliance Department intranet site, for a discussion relating to political contributions suggested by clients.

AllianceBernstein employees who hold or seek to hold political office must do so on their own time, whether through vacation, after work hours or on weekends. Additionally, the employee must notify the General Counsel or Chief Compliance Officer prior to running for political office to ensure that there are no conflicts of interest with AllianceBernstein business.

Election laws in many jurisdictions allow corporations to establish and maintain political action or similar committees, which may lawfully make campaign contributions. AllianceBernstein or companies affiliated with AllianceBernstein may establish such committees or other mechanisms through which AllianceBernstein employees may make political contributions, if permitted under the laws of the jurisdictions in which they operate. Any questions about this policy should be directed to the General Counsel or Chief Compliance Officer.

AllianceBernstein employees may make personal political contributions as they see fit in accordance with all applicable laws and the guidelines in the Policy and Procedures for Giving and Receiving Gifts and Entertainment . Certain employees involved with the offering or distribution of municipal fund securities (e.g., a “529 Plan”) or acting as a director for certain subsidiaries, must also adhere to the restrictions and reporting requirements of the Municipal Securities Rulemaking Board.

 

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11. “Ethical Wall” Policy

AllianceBernstein has established the Policy and Procedures to Control the Flow and Use of Material Non-Public Information (“Ethical Wall Policy”), a copy of which can be found on the Legal and Compliance Department intranet site. This policy was established to prevent the flow of material non-public information about a listed company or its securities from AllianceBernstein employees who receive such information in the course of their employment to those AllianceBernstein employees performing investment management activities. If “Ethical Walls” are in place, AllianceBernstein’s investment management activities may continue despite the knowledge of material non-public information by other AllianceBernstein employees involved in different parts of AllianceBernstein’s business. “Investment management activities” involve making, participating in, or obtaining information regarding purchases or sales of securities of public companies or making, or obtaining information about, recommendations with respect to purchases or sales of such securities. Given AllianceBernstein’s extensive investment management activities, it is very important for AllianceBernstein employees to familiarize themselves with AllianceBernstein’s Ethical Wall Policy and abide by it.

 

12. Use of Client Relationships

As discussed previously, AllianceBernstein owes fiduciary duties to each of our clients. These require that our actions with respect to client assets or vendor relationships be based solely on the clients’ best interests and avoid any appearance of being based on our own self-interest. Therefore, we must avoid using client assets or relationships to inappropriately benefit AllianceBernstein.

Briefly, AllianceBernstein regularly acquires services directly for itself, and indirectly on behalf of its clients (e.g., brokerage, investment research, custody, administration, auditing, accounting, printing and legal services). Using the existence of these relationships to obtain discounts or favorable pricing on items purchased directly for AllianceBernstein or for clients other than those paying for the services may create conflicts of interest. Accordingly, business relationships maintained on behalf of our clients may not be used to leverage pricing for AllianceBernstein when acting for its own account unless all pricing discounts and arrangements are shared ratably with those clients whose existing relationships were used to negotiate the arrangement and the arrangement is otherwise appropriate under relevant legal/regulatory guidelines. For example, when negotiating printing services for the production of AllianceBernstein’s Form 10-K and annual report, we may not ask the proposed vendor to consider the volume of printing business that they may get from AllianceBernstein on behalf of the investment funds we manage when proposing a price. On the other hand, vendor/service provider relationships with AllianceBernstein may be used to leverage pricing on behalf of AllianceBernstein’s clients.

In summary, while efforts made to leverage our buying power are good business, efforts to obtain a benefit for AllianceBernstein as a result of vendor relationships that we structure or maintain on behalf of clients may create conflicts of interest, which should be escalated and addressed.

 

13. Corporate Opportunities and Resources

AllianceBernstein employees owe a duty to AllianceBernstein to advance the firm’s legitimate interests when the opportunity to do so arises and to use corporate resources exclusively for that purpose. Corporate opportunities and resources must not be taken or used for personal gain. AllianceBernstein Employees are prohibited from:

 

   

Taking for themselves personally opportunities that are discovered through the use of company property, information or their position;

 

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Using company property, information, resources or their company position for personal gain; and

 

   

Competing with AllianceBernstein directly or indirectly.

Please also refer to the Policy and Procedures for Giving and Receiving Gifts and Entertainment , and its Appendix B, the Code of Conduct Regarding the Purchase of Products and Services on Behalf of AllianceBernstein and its Clients , which can be found on the Legal and Compliance Department intranet site.

 

14. Antitrust and Fair Dealing

AllianceBernstein believes that the welfare of consumers is best served by economic competition. Our policy is to compete vigorously, aggressively and successfully in today’s increasingly competitive business climate and to do so at all times in compliance with all applicable antitrust, competition and fair dealing laws in all the markets in which we operate. We seek to excel while operating honestly and ethically, never through taking unfair advantage of others. Each AllianceBernstein employee should endeavor to deal fairly with AllianceBernstein’s customers, suppliers, competitors and other AllianceBernstein employees. No one should take unfair advantage through manipulation, concealment, abuse of privileged information, misrepresentation of material facts or any other unfair dealing practices.

The antitrust laws of many jurisdictions are designed to preserve a competitive economy and promote fair and vigorous competition. We are all required to comply with these laws and regulations. AllianceBernstein employees involved in marketing, sales and purchasing, contracts or in discussions with competitors have a particular responsibility to ensure that they understand our standards and are familiar with applicable competition laws. Because these laws are complex and can vary from one jurisdiction to another, AllianceBernstein employees are urged to seek advice from the General Counsel, Chief Compliance Officer or Corporate Secretary if questions arise. Please also refer to the Policy and Procedures for Giving and Receiving Gifts and Entertainment , which can be found on the Legal and Compliance Department intranet site, for a discussion relating to some of these issues.

 

15. Recordkeeping and Retention

Properly maintaining and retaining company records is of the utmost importance. AllianceBernstein employees are responsible for ensuring that AllianceBernstein’s business records are properly maintained and retained in accordance with applicable laws and regulations in the jurisdictions where it operates. AllianceBernstein Employees should familiarize themselves with these laws and regulations. Please see the Record Retention Policy on the Legal and Compliance intranet site for more information.

 

16. Improper Influence on Conduct of Audits

AllianceBernstein employees, and persons acting under their direction, are prohibited from taking any action to coerce, manipulate, mislead or fraudulently influence any independent public or certified public accountant engaged in the performance of an audit or review of AllianceBernstein’s financial statements. The following is a non-exhaustive list of actions that might constitute improper influence:

 

   

Offering or paying bribes or other financial incentives to an auditor, including offering future employment or contracts for audit or non-audit services;

 

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Knowingly providing an auditor with inaccurate or misleading legal or financial analysis;

 

   

Threatening to cancel or canceling existing non-audit or audit engagements if the auditor objects to the company’s accounting; or

 

   

Seeking to have a partner or other team member removed from the audit engagement because such person objects to the company’s accounting.

 

17. Accuracy of Disclosure

Securities and other laws impose public disclosure requirements on AllianceBernstein and require it to regularly file reports, financial information and make other submissions to various regulators and stock market authorities around the globe. Such reports and submissions must comply with all applicable legal requirements and may not contain misstatements or omit material facts.

AllianceBernstein employees who are directly or indirectly involved in preparing such reports and submissions, or who regularly communicate with the press, investors and analysts concerning AllianceBernstein, must ensure within the scope of the employee’s job activities that such reports, submissions and communications are (i) full, fair, timely, accurate and understandable, and (ii) meet applicable legal requirements. This applies to all public disclosures, oral statements, visual presentations, press conferences and media calls concerning AllianceBernstein, its financial performance and similar matters. In addition, members of AllianceBernstein’s Board, executive officers and AllianceBernstein employees who regularly communicate with analysts or actual or potential investors in AllianceBernstein securities are subject to the AllianceBernstein Regulation FD Compliance Policy . A copy of the policy can be found on the Legal and Compliance Department intranet site.

 

18. Confidentiality

AllianceBernstein employees must maintain the confidentiality of sensitive non-public and other confidential information entrusted to them by AllianceBernstein or its clients and vendors and must not disclose such information to any persons except when disclosure is authorized by AllianceBernstein or mandated by regulation or law. However, disclosure may be made to (1) other AllianceBernstein employees who have a bona-fide “need to know” in connection with their duties, (2) persons outside AllianceBernstein (such as attorneys, accountants or other advisers) who need to know in connection with a specific mandate or engagement from AllianceBernstein or who otherwise have a valid business or legal reason for receiving it and have executed appropriate confidentiality agreements, or (3) regulators pursuant to an appropriate written request (see Section 23).

Confidential information includes all non-public information that might be of use to competitors, or harmful to AllianceBernstein or our clients and vendors, if disclosed. The identity of certain clients may be confidential, as well. Intellectual property (such as confidential product information, trade secrets, patents, trademarks, and copyrights), business, marketing and service

 

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plans, databases, records, salary information, unpublished financial data and reports as well as information that joint venture partners, suppliers or customers have entrusted to us are also viewed as confidential information. Please note that the obligation to preserve confidential information continues even after employment with AllianceBernstein ends.

To safeguard confidential information, AllianceBernstein employees should observe at least the following procedures:

 

   

Special confidentiality arrangements may be required for certain parties, including outside business associates and governmental agencies and trade associations, seeking access to confidential information;

 

   

Papers relating to non-public matters should be appropriately safeguarded;

 

   

Appropriate controls for the reception and oversight of visitors to sensitive areas should be implemented and maintained;

 

   

Document control procedures, such as numbering counterparts and recording their distribution, should be used where appropriate;

 

   

If an AllianceBernstein employee is out of the office in connection with a material non-public transaction, staff members should use caution in disclosing the AllianceBernstein employee’s location;

 

   

Sensitive business conversations, whether in person or on the telephone, should be avoided in public places and care should be taken when using portable computers and similar devices in public places; and

 

   

E-mail messages and attachments containing material non-public information should be treated with similar discretion (including encryption, if appropriate) and recipients should be made aware of the need to exercise similar discretion.

 

19. Protection and Proper Use of AllianceBernstein Assets

AllianceBernstein employees have a responsibility for safeguarding and making proper and efficient use of AllianceBernstein’s property. Every AllianceBernstein employee also has an obligation to protect AllianceBernstein’s property from loss, fraud, damage, misuse, theft, embezzlement or destruction. Acts of fraud, theft, loss, misuse, carelessness and waste of assets may have a direct impact on AllianceBernstein’s profitability. Any situations or incidents that could lead to the theft, loss, fraudulent or other misuse or waste of AllianceBernstein property should be reported to your supervisor or a representative of AllianceBernstein’s Human Resources or Legal and Compliance Department as soon as they come to an employee’s attention. Should an employee feel uncomfortable utilizing the normal channels, issues may be brought to the attention of the Company Ombudsman, who is an independent, informal and confidential resource for concerns about AllianceBernstein business matters that may implicate issues of ethics or questionable practices. Please see Section 25 for additional information on the Company Ombudsman.

 

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20. Policy on Intellectual Property

 

  (a) Overview

Ideas, inventions, discoveries and other forms of so-called “intellectual property” are becoming increasingly important to all businesses, including ours. Recently, financial services companies have been applying for and obtaining patents on their financial product offerings and “business methods” for both offensive and defensive purposes. For example, business method patents have been obtained for information processing systems, data gathering and processing systems, billing and collection systems, tax strategies, asset allocation strategies and various other financial systems and strategies. The primary goals of the AllianceBernstein policy on intellectual property are to preserve our ability to use our own proprietary business methods, protect our IP investments and reduce potential risks and liabilities.

 

  (b) Employee Responsibilities

 

   

New Products and Methods . Employees must maintain detailed records and all work papers related to the development of new products and methods in a safe and secure location.

 

   

Trademarks . Clearance must be obtained from the Legal and Compliance Department before any new word, phrase or slogan, which we consider proprietary and in need of trademark protection, is adopted or used in any written materials. To obtain clearance, the proposed word, phrase or slogan and a brief description of the products or services for which it is intended to be used should be communicated to the Legal and Compliance Department sufficiently well in advance of any actual use in order to permit any necessary clearance investigation.

 

  (c) Company Policies and Practices

 

   

Ownership . Employees acknowledge that any discoveries, inventions, or improvements (collectively, “Inventions”) made or conceived by them in connection with, and during the course of, their employment belong, and automatically are assigned, to AllianceBernstein. AllianceBernstein can keep any such Inventions as trade secrets or include them in patent applications, and Employees will assist AllianceBernstein in doing so. Employees agree to take any action requested by AllianceBernstein, including the execution of appropriate agreements and forms of assignment, to evidence the ownership by AllianceBernstein of any such Invention.

 

   

Use of Third Party Materials . In performing one’s work for, or on behalf of AllianceBernstein, Employees will not knowingly disclose or otherwise make available, or incorporate anything that is proprietary to a third party without obtaining appropriate permission.

 

   

Potential Infringements . Any concern regarding copyright, trademark, or patent infringement should be immediately communicated to the Legal and Compliance Department. Questions of infringement by AllianceBernstein will be investigated and resolved as promptly as possible.

 

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By certifying in accordance with Section 27 of this Code, the individual subject to this Code agrees to comply with AllianceBernstein’s policies and practices related to intellectual property as described in this Section 20.

 

21. Compliance Practices and Policies of Group Subsidiaries

AllianceBernstein is considered for most purposes to be a subsidiary of AXA, a French holding company doing business in more than more than 50 countries around the world, each of which has its own unique business, legal and regulatory environment. Various AXA Group companies, such as AllianceBernstein, have adopted their own compliance policies adapted to their specific businesses and to the specific legal, regulatory and ethical environments in the country or countries where they do business, which the AXA Group encourages for all its companies as a matter of “best practices.” The AXA Group has adopted a Compliance Guide , and AXA Financial has put forth a Policy Statement on Ethics , both of which are included on the Legal and Compliance Department intranet site. AllianceBernstein employees are subject to these AXA policy statements and should therefore be familiar with their requirements.

Importantly, all AXA Group employees are able to submit anonymously, any concerns they may have regarding accounting, internal control or auditing matters, including fraud, directly to the Chairman of AXA’s Audit Committee . The Chairman of AXA’s Audit Committee has a dedicated fax (+331 4500 3016) to receive these concerns from Group employees. See also Sections 24 and 25 for AllianceBernstein’s “whistleblower” protection and related reporting mechanisms.

 

22. Exceptions from the Code

In addition to the exceptions contained within the specific provisions of the Code, the General Counsel, Chief Compliance Officer (or his or her designee) may, in very limited circumstances, grant other exceptions under any Section of this Code on a case-by-case basis, under the following procedures:

 

  (a) Written Statement and Supporting Documentation

The individual seeking the exception furnishes to the Chief Compliance Officer, as applicable:

 

  (1) A written statement detailing the efforts made to comply with the requirement from which the individual seeks an exception;

 

  (2) A written statement containing a representation and warranty that (i) compliance with the requirement would impose a severe undue hardship on the individual and (ii) the exception would not, in any manner or degree, harm or defraud a client, violate the general principles herein or compromise the individual’s or AllianceBernstein’s fiduciary duty to any client; and

 

  (3) Any supporting documentation that the Chief Compliance Officer may require.

 

  (b) Compliance Interview

The Chief Compliance Officer (or designee) will conduct an interview with the individual or take such other steps deemed appropriate in order to determine that granting the exception will

 

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not, in any manner or degree, harm or defraud a client, violate the general principles herein or compromise the individual’s or AllianceBernstein’s fiduciary duty to any client; and will maintain all written statements and supporting documentation, as well as documentation of the basis for granting the exception.

PLEASE NOTE: To the extent required by law or NYSE rule, any waiver or amendment of this Code for AllianceBernstein’s executive officers (including AllianceBernstein’s Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer) or directors shall be made at the discretion of the Board of AllianceBernstein Corporation and promptly disclosed to the unitholders of AllianceBernstein Holding pursuant to Section 303A.10 of the NYSE Exchange Listed Company Manual.

 

23. Regulatory Inquiries, Investigations and Litigation

 

  (a) Requests for Information

Governmental agencies and regulatory organizations may from time to time conduct surveys or make inquiries that request information about AllianceBernstein, its customers or others that generally would be considered confidential or proprietary.

All regulatory inquiries concerning AllianceBernstein are to be handled by the Chief Compliance Officer or General Counsel. Employees receiving such inquiries should refer such matters immediately to the Legal and Compliance Department.

 

  (b) Types of Inquiries

Regulatory inquiries may be received by mail, e-mail, telephone or personal visit. In the case of a personal visit, demand may be made for the immediate production or inspection of documents. While any telephone or personal inquiry should be handled in a courteous manner, the caller or visitor should be informed that responses to such requests are the responsibility of AllianceBernstein’s Legal and Compliance Department. Therefore, the visitor should be asked to wait briefly while a call is made to the Chief Compliance Officer or General Counsel for guidance on how to proceed. In the case of a telephone inquiry, the caller should be referred to the Chief Compliance Officer or General Counsel or informed that his/her call will be promptly returned. Letter or e-mail inquiries should be forwarded promptly to the Chief Compliance Officer or General Counsel, who will provide an appropriate response.

 

  (c) Responding to Information Requests

Under no circumstances should any documents or material be released without prior approval of the Chief Compliance Officer or General Counsel. Likewise, no employee should have substantive discussions with any regulatory personnel without prior consultation with either of these individuals. Note that this policy is standard industry practice and should not evoke adverse reaction from any experienced regulatory personnel. Even if an objection to such delay is made, the policy is fully within the law and no exceptions should be made.

 

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  (d) Use of Outside Counsel

It is the responsibility of the Chief Compliance Officer or General Counsel to inform AllianceBernstein’s outside counsel in those instances deemed appropriate and necessary.

 

  (e) Regulatory Investigation

Any employee that is notified that they are the subject of a regulatory investigation, whether in connection with his or her activities at AllianceBernstein or at a previous employer, must immediately notify the Chief Compliance Officer or General Counsel.

 

  (f) Litigation

Any receipt of service or other notification of a pending or threatened action against the firm should be brought to the immediate attention of the General Counsel or Chief Compliance Officer. These individuals also should be informed of any instance in which an employee is sued in a matter involving his/her activities on behalf of AllianceBernstein. Notice also should be given to either of these individuals upon receipt of a subpoena for information from AllianceBernstein relating to any matter in litigation or receipt of a garnishment lien or judgment against the firm or any of its clients or employees. The General Counsel or Chief Compliance Officer will determine the appropriate response.

 

24. Compliance and Reporting of Misconduct / “Whistleblower” Protection

No Code can address all specific situations. Accordingly, each AllianceBernstein employee is responsible for applying the principles set forth in this Code in a responsible fashion and with the exercise of good judgment and common sense. Whenever uncertainty arises, an AllianceBernstein employee should seek guidance from an appropriate supervisor or a representative of Human Resources or the Legal and Compliance Department before proceeding.

All AllianceBernstein employees should promptly report any practices or actions the employee believes to be inappropriate or inconsistent with any provisions of this Code. In addition all employees must promptly report any actual violations of the Code to the General Counsel, Chief Compliance Officer or a designee. Any person reporting a violation in good faith will be protected against reprisals .

If you feel uncomfortable utilizing the formal channels, issues may be brought to the attention of the Company Ombudsman, who is an independent, informal and confidential resource for concerns about AllianceBernstein business matters that may implicate issues of ethics or questionable practices. Please see Section 25 for additional information on the Company Ombudsman. AllianceBernstein employees may also utilize the AXA Group’s anonymous reporting mechanism as detailed in Section 21.

 

25. Company Ombudsman

AllianceBernstein’s Company Ombudsman provides a neutral, confidential, informal and independent communications channel where any AllianceBernstein employee can obtain assistance in surfacing and resolving work-related issues. The primary purpose of the Ombudsman is to help AllianceBernstein:

 

   

Safeguard its reputation and financial, human and other company assets;

 

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Maintain an ethical and fiduciary culture;

 

   

Demonstrate and achieve its commitment to “doing the right thing;” and

 

   

Comply with relevant provisions of the Sarbanes-Oxley Act of 2002, the U.S. Sentencing Guidelines, as well as AllianceBernstein’s 2003 SEC Order, New York Stock Exchange Rule 303A.10 and other laws, regulations and policies.

The Ombudsman seeks to provide early warnings and to identify changes that will prevent malfeasance and workplace issues from becoming significant or recurring. The Ombudsman has a reporting relationship to the AllianceBernstein CEO, the Audit Committee of the Board of Directors of AllianceBernstein Corporation and independent directors of AllianceBernstein’s U.S. mutual fund boards.

Any type of work-related issue may be brought to the Ombudsman, including potential or actual financial malfeasance, security matters, inappropriate business practices, compliance issues, unethical behavior, violations of law, health and safety issues, and employee relations issues. The Ombudsman supplements, but does not replace existing formal channels such as Human Resources, Legal and Compliance, Internal Audit, Security and line management.

 

26. Sanctions

Upon learning of a violation of this Code, any member of the AllianceBernstein Group, with the advice of the General Counsel, Chief Compliance Officer and/or the AllianceBernstein Code of Ethics Oversight Committee, may impose such sanctions as such member deems appropriate, including, among other things, restitution, censure, suspension or termination of service. Persons subject to this Code who fail to comply with it may also be violating the U.S. federal securities laws or other federal, state or local laws within their particular jurisdictions.

 

27. Annual Certifications

Each person subject to this Code must certify at least annually to the Chief Compliance Officer that he or she has read and understands the Code, recognizes that he or she is subject hereto and has complied with its provisions and disclosed or reported all personal securities transactions and other items required to be disclosed or reported under the Code. The Chief Compliance Officer may require interim certifications for significant changes to the Code.

 

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APPENDIX A

A LLIANCE B ERNSTEIN L . P .

PERSONAL TRADING POLICIES AND PROCEDURES

 

1. Overview

 

  (a) Introduction

AllianceBernstein recognizes the importance to its employees of being able to manage and develop their own and their dependents’ financial resources through long-term investments and strategies. However, because of the potential conflicts of interest inherent in our business, our industry and AllianceBernstein have implemented certain standards and limitations designed to minimize these conflicts and help ensure that we focus on meeting our duties as a fiduciary for our clients. Employees should be aware that their ability to liquidate positions may be severely restricted under these policies, including during times of market volatility . Therefore, as a general matter, AllianceBernstein discourages personal investments by employees in individual securities and encourages personal investments in managed collective vehicles, such as mutual funds.

AllianceBernstein senior management believes it is important for employees to align their own personal interests with the interests of our clients. Consequently, employees are encouraged to invest in the mutual fund products and services offered by AllianceBernstein, where available and appropriate.

 

  (b) Definitions

The following definitions apply for purposes of this Appendix A of the Code; however additional definitions are contained in the text itself. 1

 

  1. “AllianceBernstein” means AllianceBernstein L.P., its subsidiaries and its joint venture entities.

 

  2. “Beneficial Ownership” is interpreted in the same manner as in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 (“Exchange Act”), Rule 16a-1 and the other rules and regulations thereunder and includes ownership by any person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in a Security. For example, an individual has an indirect pecuniary interest in any Security owned by the individual’s spouse.

 

1 Due to the importance that AllianceBernstein places on promoting responsible personal trading, we have applied the definition of “access person,” as used in Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, and related requirements to all AllianceBernstein employees and officers. We have drafted special provisions for directors of AllianceBernstein who are not also employees of AllianceBernstein.

 

A-1


 

Beneficial Ownership also includes, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, having or sharing “voting power” or “investment power,” as those terms are used in Section 13(d) of the Exchange Act and Rule 13d-3 thereunder.

 

  3. “Client” means any person or entity, including an investment company, for which AllianceBernstein serves as investment manager or adviser.

 

  4. “Chief Compliance Officer” refers to AllianceBernstein’s Chief Compliance Officer.

 

  5. “Code of Ethics Oversight Committee” refers to the committee of AllianceBernstein’s senior officers that is responsible for monitoring compliance with the Code.

 

  6. “Conflicts Officer” refers to AllianceBernstein’s Conflicts Officer, who reports to the Chief Compliance Officer.

 

  7. “Control” has the meaning set forth in Section 2(a)(9) of the 1940 Act.

 

  8. “Director” means any person who serves in the capacity of a director of AllianceBernstein Corporation. “Affiliated Director” means any Director who is not an Employee (as defined below) but who is an employee of an entity affiliated with AllianceBernstein. “Outside Director” means any Director who is neither an Employee (as defined below) nor an employee of an entity affiliated with AllianceBernstein.

 

  9. “Employee” refers to any person who is an employee or officer of AllianceBernstein, including part-time employees and consultants (acting in the capacity of a portfolio manager, trader or research analyst) under the Control of AllianceBernstein.

 

  10. “Initial Public Offering” means an offering of Securities registered under the Securities Act of 1933 (the “1933 Act”), the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act, as well as similar offerings of Securities issued outside the United States.

 

  11. “Investment Personnel” refers to:

 

  a. Any Employee who acts in the capacity of a portfolio manager, research analyst or trader or any other capacity (such as an assistant to one of the foregoing) and in connection with his or her regular duties makes or participates in making, or is in a position to be aware of, recommendations regarding the purchase or sale of securities by a Client;

 

  b. Any Employee who receives the AllianceBernstein Global Equity Review or has access to the AllianceBernstein Express Research database, or Research Wire;

 

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  c. Any Employees participating in (including passively listening to) “morning calls” for any of the managed account disciplines or broker-dealer subsidiaries;

 

  d. Any other Employee designated as such by the Legal and Compliance Department; or

 

  e. Any natural person who Controls AllianceBernstein and who obtains information concerning recommendations made to a Client regarding the purchase or sale of securities by the Client.

 

  12. “Limited Offering” means an offering that is exempt from registration under the 1933 Act pursuant to Sections 4(2) or 4(6) thereof or pursuant to Rules 504, 505 or 506 under the 1933 Act, as well as similarly exempted offerings of Securities issued outside the United States. Investments in hedge funds are typically sold in a limited offering setting.

 

  13. “Ombudsman” means the Company Ombudsman of AllianceBernstein, or any of his/her staff members.

 

  14. “Personal Account” refers to any account (including, without limitation, a custody account, safekeeping account and an account maintained by an entity that may act in a brokerage or a principal capacity) in which Securities may be traded or custodied, and in which an Employee has any Beneficial Ownership, and any such account maintained by or for a financial dependent of an Employee. For example, this definition includes Personal Accounts of:

 

  a. An Employee’s spouse/domestic partner (of same or opposite gender), including a legally separated or divorced spouse who is a financial dependent;

 

  b. Financial dependents of an Employee, including both those residing with the Employee and those not residing with the Employee, such as financially dependent children away at college; and

 

  c. Any person or entity for which the Employee acts as a fiduciary (e.g., acting as a Trustee) or who has given investment discretion to the Employee, other than accounts over which the employee has discretion as a result of his or her responsibilities at AllianceBernstein.

Personal Accounts include any account meeting the above definition even if the Employee has given discretion over the account to someone else.

 

  15. “Purchase or Sale of a Security” includes, among other transactions, the writing or purchase of an option to sell a Security and any short sale of a Security.

 

  16. “Security” has the meaning set forth in Section 2(a)(36) of the Investment Company Act and includes any derivative thereof, commodities, options or forward contracts, except that it shall not include:

 

  a. Securities issued by the government of the United States;

 

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  b. Short-term debt securities that are government securities within the meaning of Section 2(a)(16) of the Investment Company Act;

 

  c. Shares issued by money market funds;

 

  d. Shares issued by open-end mutual funds, other than Exchange-Traded Funds (“ETFs”) and mutual funds managed by AllianceBernstein ; and

 

  e. Bankers’ acceptances, bank certificates of deposit, commercial paper, high quality short-term debt instruments and such other instruments as may be designated from time to time by the Chief Compliance Officer.

IMPORTANT NOTE: Exchange-Traded Funds are covered under this definition of Security, and therefore are subject to the governing rules. (See exceptions in Sections 2(d)(ii), 2(e) and 2(f)(ii) of this Appendix.)

 

  17. A Security is “Being Considered for Purchase or Sale” when:

 

  a. An AllianceBernstein Growth research analyst issues research information (including as part of the daily morning call) regarding initial coverage of, or changing a rating with respect to, a Security;

 

  b. A portfolio manager has indicated (e.g., during the daily Growth morning call or identified as a Value priority purchase/sale, or otherwise) his or her intention to purchase or sell a Security; or

 

  c. An open order 2 in the Security exists on any buy-side trading desk.

This is not an exhaustive list. At the discretion of the Legal and Compliance Department, a Security may be deemed “Being Considered for Purchase or Sale” even if none of the above events have occurred, particularly if a portfolio manager is contemplating the purchase or sale of that Security, as evidenced by e-mails or the manager’s preparation of, or request for, research.

 

  18. “Security held or to be acquired or sold means:

 

  a. Any Security which, within the most recent 15 days (i) is or has been held by a Client in an AllianceBernstein-managed account or (ii) is being or has been considered by AllianceBernstein for purchase or sale for the Client; and

 

  b. Any option to purchase or sell, and any Security convertible into or exchangeable for, a Security.

 

  19. “StarCompliance Code of Ethics application” means the web-based application used to electronically pre-clear personal securities transactions and file many of the reports required herein. The application can be accessed via the AllianceBernstein network at: https://alliance.starcompliance.com .

 

2 Defined as any client order on a Growth trading desk which has not been completely executed, as well as any “significant” open Value client orders, or Value “priority” purchases or sales, as those terms are defined by the applicable Value SBU CIO.

 

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  20. “Subsidiary” refers to entities with respect to which AllianceBernstein, directly or indirectly, through the ownership of voting securities, by contract or otherwise has the power to direct or cause the direction of management or policies of such entity.

 

2. Requirements and Restrictions – All Employees

The following are the details of the standards which must be observed:

 

  (a) General Standards

Employees have an obligation to conduct their personal investing activities and related Securities transactions lawfully and in a manner that avoids actual or potential conflicts between their own interests and the interests of AllianceBernstein and its clients. Employees must carefully consider the nature of their AllianceBernstein responsibilities—and the type of information that he or she might be deemed to possess in light of any particular securities transaction—before engaging in any investment-related activity or transaction.

 

  i. Material Nonpublic Information : Employees in possession of material nonpublic information about or affecting Securities, or their issuer, are prohibited from buying or selling such Securities, or advising any other person to buy or sell such Securities. Similarly, they may not disclose such information to anyone without the permission of the General Counsel or Chief Compliance Officer . Please see the AllianceBernstein Insider Trading Policies, which can be found on the Legal and Compliance Department intranet site.

 

  ii. Short-Term Trading : Employees are encouraged to adopt long-term investment strategies (see Section 2(f) for applicable holding period for individual securities). Similarly, purchases of shares of most mutual funds should be made for investment purposes. Employees are therefore prohibited from engaging in transactions in a mutual fund that are in violation of the fund’s prospectus, including any applicable short-term trading or market-timing prohibitions.

With respect to the AllianceBernstein funds, Employees are prohibited from short-term trading, and may not effect a purchase and redemption, regardless of size, in and out of the same mutual fund within any ninety (90) day period. 3

 

  iii. Personal Responsibility : It is the responsibility of each Employee to ensure that all Securities transactions in Personal Accounts are made in strict compliance with the restrictions and procedures in the Code and this Appendix A, and otherwise comply with all applicable legal and regulatory requirements.

 

3 These restrictions shall not apply to investments in mutual funds through professionally managed asset allocation programs; automatic reinvestment programs; automatic investments through 401(k) and similar retirement accounts; and any other non-volitional investment vehicles. These restrictions also do not apply to transactions in money market funds and other short duration funds used as checking accounts or for similar cash management purposes.

 

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  iv. Affiliated Directors and Outside Directors : The personal trading restrictions of Appendix A of the Code do not apply to any Affiliated Director or Outside Director, provided that at the time of the transaction, he or she has no actual knowledge that the Security involved is “Being Considered for Purchase or Sale .” Affiliated Directors and Outside Directors, however, are subject to reporting requirements as described in Section 8 below.

 

  (b) Disclosure of Personal Accounts

All Employees must disclose their Personal Accounts to the Compliance Department (and take all necessary actions to close any accounts held with non-designated brokers, see next section). It is each Employee’s responsibility to ensure that the Compliance Department is appropriately notified of all accounts and to direct the broker to provide the Compliance Department with electronic and/or paper brokerage transaction confirmations and account statements (and verify that it has been done). Do not assume that the broker-dealer will automatically arrange for this information to be set up and forwarded correctly.

 

  (c) Designated Brokerage Accounts

Personal Accounts of an Employee that are maintained as brokerage accounts must be held only at the following approved designated broker-dealers (each a “Designated Broker”): 4

 

   

Charles Schwab;

 

   

Credit Suisse Securities - Private Banking USA Group

 

   

E*TRADE Financial;

 

   

Merrill Lynch; and/or

 

   

Sanford C. Bernstein & Co., LLC 5

Under limited circumstances, the Compliance Department may grant exceptions to this policy and approve the use of other broker-dealers or custodians (such as in the case of proprietary products that can only be held at specific firms). In addition, the Chief Compliance Officer may in the future modify this list.

All Securities in which an Employee has any Beneficial Ownership must be held in Personal Accounts and maintained in accordance with the Designated Broker

 

4 Exceptions may apply in certain non-U.S. locations. Please consult with your local compliance officer.
5 Non-discretionary accounts at Sanford C. Bernstein & Co., LLC. may only be used for the following purposes: (a) Custody of securities and related activities (such as receiving and delivering positions, corporate actions, and subscribing to offerings commonly handled by operations such as State of Israel bonds, etc.); (b) Transacting in US Treasury securities; and (c) Transacting in AllianceBernstein products outside of a private client relationship (such as hedge funds, AB and SCB mutual funds, and CollegeBound fund accounts). All equity and fixed income (other than US Treasuries) transactions are prohibited.

 

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requirements described above (except that shares of open-end mutual funds may be held directly with the investment company). Additionally, Employees may effect Securities transactions only in Personal Accounts (or directly through a mutual fund’s transfer agent). In limited circumstances, the Chief Compliance Officer, or his designee, may grant an exception to these requirements (see Section 22 of the Code). This requirement applies to all types of Securities and personal Securities transactions including, for example, Securities issued in a Limited Offering or other direct investments.

 

  (d) Pre-Clearance Requirement

 

  i. Subject to the exceptions specified below, an Employee may not purchase or sell, directly or indirectly, any Security in which the Employee has (or after such transaction would have) any Beneficial Ownership unless the Employee obtains the prior approval from the Compliance Department and, in the case of Investment Personnel, the head of the business unit (or a designated manager) in which the Employee works . 6 Pre-clearance requests must be made on the date of the contemplated transaction, through the use of the appropriate Pre-Trade Authorization Form, which can be accessed via the StarCompliance Code of Ethics application at https://alliance.starcompliance.com/ and clicking on “File a PTAF.” These requests will document (a) the details of the proposed transaction and (b) representations as to compliance with the personal trading restrictions of this Code.

Pre-Clearance requests will be acted on by the Legal and Compliance Department (or by the automated pre-clearance system) only between the hours of 10:00 a.m. and 3:30 p.m. (New York time). The Legal and Compliance Department (including via its electronic pre-clearance utility) will review the request to determine if the proposed transaction complies with the Code, whether that security is restricted for AllianceBernstein personnel, and if appropriate, contact the appropriate supervisor (or a person designated by the supervisor) to determine whether the proposed transaction raises any potential conflicts of interest or other issues. The Compliance Department will communicate to the requesting Employee its approval or denial of the proposed transaction, either in writing (e-mail) or orally. In the U.S. and Canada, any approval given under this paragraph will remain in effect only until the end of the trading day on which the approval was granted. For employees in offices outside the U.S. and Canada, such approval will remain in effect for the following business day as well. Good-until-cancel limit orders are not permitted without daily requests for pre-clearance approval. Employees must wait for approval before placing the order with their broker .

The Legal and Compliance Department will maintain an electronic log of all pre-clearance requests and indicate the approval or denial of the request in the log.

 

6 For purposes of the pre-clearance requirement, all employees in the Value SBU are considered Investment Personnel, and are therefore required to have all of their trades pre-approved by the head of their respective departments (or a designee).

 

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PLEASE NOTE: When a Security is Being Considered for Purchase or Sale for a Client (see Section 2(i) below) or is being purchased or sold for a Client following the approval on the same day of a personal trading request form for the same Security, the Legal and Compliance Department is authorized to cancel the personal order if (a) it has not been executed and the order exceeds a market value of $50,000 or (b) the Legal and Compliance Department determines, after consulting with the trading desk and the appropriate business unit head (if available), that the order, based on market conditions, liquidity and other relevant factors, could have an adverse impact on a Client or on a Client’s ability to purchase or sell the Security or other Securities of the issuer involved.

 

  ii. Exceptions: The pre-clearance requirements do not apply to 7 :

 

  a. Non-Volitional Transactions, including :

 

   

Transactions in a Personal Account managed for an Employee on a discretionary basis by a third person or entity, when the Employee does not discuss any specific transactions for the account with the third-party manager;

 

   

Any Security received as part of an Employee’s compensation (although any subsequent sales must be pre-cleared);

 

   

Any Securities transaction effected in an Employee’s Personal Account pursuant to an automatic investment plan, which means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) a Personal Account in accordance with a predetermined schedule and allocation, and includes dividend reinvestment plans. Additional purchases and sales that are not automatic, however, are subject to the pre-clearance requirement.

The Legal and Compliance Department may request an Employee to certify as to the non-volitional nature of these transactions.

 

  b. Exercise of Pro Rata Issued Rights

Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of the issuer’s Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. This exemption applies only to the exercise or sale of rights that are issued in connection with a specific upcoming public offering on a specified date, as opposed to rights acquired from the issuer (such as warrants or options), which may be exercised from time-to-time up until an expiration date. This exemption does not apply to the sale of stock acquired pursuant to the exercise of rights.

 

7 Additional Securities may be exempted from the pre-clearance requirement if, in the opinion of the Chief Compliance Officer, no conflict of interest could arise from personal trades in such Security.

 

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  c. Exchange-Traded Funds (“ETFs”)

ETFs are covered under the Code’s definition of Security and therefore subject to all applicable Code rules and prohibitions. Investments in the following broad-based ETFs are not, however, subject to the pre-clearance provisions:

 

   

The NASDAQ-100 Index Tracking Stock (QQQQ)

 

   

SPDR Trust (SPY)

 

   

DIAMONDS Trust, Series I (DIA)

 

   

iShares S&P 500 Index Fund (IVV)

 

   

iShares Russell 1000 Growth (IWF)

 

   

iShares Russell 1000 Value (IWD)

 

   

iShares MSCI EAFE (EFA)

 

   

iShares MSCI Emerging Markets (EEM)

 

   

iShares MSCI EAFE Growth (EFG)

 

   

iShares MSCI EAFE Value (EFV)

 

   

iShares FTSE 100 (ISF)

 

   

iShares MSCI Japan (EWJ)

 

  (e) Limitation on the Number of Trades

 

  i. No more than an aggregate of five (5) transactions in individual Securities may occur in an Employee’s Personal Accounts during any rolling thirty-day period. However, if the transaction in a Personal Account is directed by a non-Employee spouse or domestic partner and/or other non-Employee covered under the Code ( and not by the Employee ), the number of permitted Securities transactions is limited to twenty (20) transactions in any rolling thirty-day period.

 

  ii. Exception : The Limitation on the permissible number of trades does not apply to the ETFs listed in Section 2(d)(ii)(c) above.

 

  (f) Short-Term Trading

 

  i. Employees must always conduct their personal trading activities lawfully, properly and responsibly, and are encouraged to adopt long-term investment strategies that are consistent with their financial resources and objectives. AllianceBernstein discourages short-term trading strategies, and Employees are cautioned that such strategies may inherently carry a higher risk of regulatory and other scrutiny. In any event, excessive or inappropriate trading that interferes with job performance, or compromises the duty that AllianceBernstein owes to its Clients will not be tolerated. Employees are subject to a mandatory buy and hold of all individual Securities held in a Personal Account for twelve months . 8 A last-in-first out accounting methodology will be applied to a series of Securities purchases for determining compliance with this holding rule. Please also see Section 2(a)(ii) with respect to the applicable holding period for AllianceBernstein open-end funds.

 

8 Relating to the buyback of a previously sold Security, an employee must wait 60 days if the new purchase price is lower than the previous sale, and 30 days if the new purchase price exceeds the previous sale price.

 

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  ii. Exceptions to the short-term trading rules (i.e., the one-year hold):

 

  a. For Securities transactions in Personal Accounts of spouses and domestic partners and other non-Employees (e.g., financially dependent children) which are not directed by the Employee are subject to a mandatory buy and hold (or sale and buyback) of 60-calendar days. However, after 30 calendar days, such a transaction will be permitted for these Personal Accounts if necessary to minimize a loss.

 

  b. Transactions in a Personal Account managed for an Employee on a discretionary basis by a third person or entity.

 

  c. Transactions in Securities held by the Employee prior to his or her employment with AllianceBernstein.

 

  d. Exchange-Traded Funds are subject to a 90-day holding period. (As noted in Section 2(a)(ii), AllianceBernstein-managed open-end mutual funds are also subject to a 90-day hold.)

 

  e. Shares in the publicly traded units of AllianceBernstein that were acquired in connection with a compensation plan . However, units purchased on the open market must comply with the holding period requirements herein.

Any trade made in violation of this section of the Code shall be unwound, or, if that is not practicable, all profits from the short-term trading may be disgorged as directed by the Chief Compliance Officer.

 

  (g) Short Sales

The Legal and Compliance Department will prohibit an Employee from engaging in any short sale of a Security in a Personal Account if, at the time of the transaction, any Client has a long position in such Security in an AllianceBernstein-managed portfolio (except that an Employee may engage in short sales against the box and covered call writing provided that these personal Securities transactions do not violate the prohibition against short-term trading).

 

  (h) Trading in AllianceBernstein Units and AB Closed-End Mutual Funds

During certain times of the year, Employees may be prohibited from conducting transactions in the equity units of AllianceBernstein. Additional restricted periods may be required for certain individuals and events, and the Legal and Compliance Department will announce when such additional restricted periods are in effect. Transactions in AllianceBernstein Units and closed-end mutual funds managed by AllianceBernstein are subject to the same pre-clearance process as other Securities, with certain additional Legal and Compliance Department approval required. See the Statement of Policy and

 

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Procedures Concerning Purchases and Sales of AllianceBernstein Units and the Statement of Policy and Procedures Concerning Purchases and Sales of AllianceBernstein Closed-End Mutual Funds . Employees are not permitted to transact in short sales of AllianceBernstein Units.

 

  (i) Securities Being Considered for Purchase or Sale

 

  i. The Legal and Compliance Department will, subject to the exceptions below, prohibit an Employee from purchasing or selling a Security (or a derivative product), or engaging in any short sale of a Security, in a Personal Account if, at the time of the transaction, the Security is Being Considered for Purchase or Sale for a Client or is being purchased or sold for a Client. Please see the definition of a Security “Being Considered for Purchase or Sale” (Section 1(b)(17) of this Appendix) for a non-exhaustive list of examples which illustrate this prohibition.

 

  ii. Exceptions: This prohibition does not apply to :

 

  a. Non-Volitional Transactions, including :

 

   

Transactions in a Personal Account managed for an Employee on a discretionary basis by a third person or entity, when the Employee does not discuss any specific transactions for the account with the third-party manager;

 

   

Any Security received as part of an Employee’s compensation (although any subsequent sales must be pre-cleared);

 

   

Any Securities transaction effected in an Employee’s Personal Account pursuant to an automatic investment plan, which means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) a Personal Account in accordance with a predetermined schedule and allocation, and includes dividend reinvestment plans. Additional purchases and sales that are not automatic, however, are subject to this prohibition.

The Legal and Compliance Department may request an Employee to certify as to the non-volitional nature of these transactions.

 

  b. Exercise of Pro Rata Issued Rights

Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of the issuer’s Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. This exemption applies only to the exercise or sale of rights that are issued in connection with a specific upcoming public offering on a specified date, as opposed to rights acquired from the issuer (such as warrants or options), which may be exercised from time-to-time up until an expiration date. This exemption does not apply to the sale of stock acquired pursuant to the exercise of rights.

 

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  c. De Minimis Transactions — Fixed Income Securities

Any of the following Securities, if at the time of the transaction, the Employee has no actual knowledge that the Security is Being Considered for Purchase or Sale by a Client or that the Security is being purchased or sold by or for the Client:

 

   

Fixed income securities transactions having a principal amount not exceeding $25,000; or

 

   

Non-convertible debt securities and non-convertible preferred stocks which are rated by at least one nationally recognized statistical rating organization (“NRSRO”) in one of the three highest investment grade rating categories.

 

  d. De Minimis Transactions — Equity Securities

Any equity Security transaction, or series of related transactions, involving shares of common stock and excluding options, warrants, rights and other derivatives, provided:

 

   

Any orders are entered after 10:00 a.m. and before 3:00 p.m. and are not designated as “market on open” or “market on close;”

 

   

The aggregate value of the transactions do not exceed (1) $10,000 for Securities of an issuer with a market capitalization of less than $1 billion; (2) $25,000 for Securities of an issuer with a market capitalization of $1 billion to $5 billion and (3) $50,000 for Securities of an issuer with a market capitalization of greater than $5 billion; and

 

   

The Employee has no actual knowledge that the Security is Being Considered for Purchase or Sale by a Client or that the Security is being purchased or sold by or for the Client.

PLEASE NOTE: Even if a trade qualifies for a de minimis exception, it must be pre-cleared by the Legal and Compliance Department in advance of being placed.

 

  (j) Restricted List

A Security may not be purchased or sold in a Personal Account if, at the time of the transaction, the Security appears on the AllianceBernstein Daily Restricted List and is restricted for Employee transactions. The Daily Restricted List is made available each business day to all Employees via the AllianceBernstein intranet home page at: http://www.acml.com .

 

  (k) Dissemination of Research Information

 

  i.

An Employee may not buy or sell any Security for a Personal Account that is the subject of “significantly new” or “significantly changed” research during the period commencing with the approval of the research and continuing for twenty-four hours

 

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subsequent to the first publication or release of the research. An Employee also may not buy or sell any Security on the basis of research that AllianceBernstein has not yet made public or released. The terms “significantly new” and “significantly changed” include:

 

  a. The initiation of coverage by an AllianceBernstein Growth or Sanford C. Bernstein & Co., LLC research analyst;

 

  b. Any change in a research rating or position by an AllianceBernstein Growth or Sanford C. Bernstein & Co., LLC research analyst;

 

  c. Any other rating, view, opinion, or advice from an AllianceBernstein Growth research analyst, the issuance (or re-issuance) of which in the opinion of such research analyst, or his or her director of research, would be reasonably likely to have a material effect on the price of the security.

 

  ii. Exceptions: This prohibition does not apply to :

 

  a. Non-Volitional Transactions, including :

 

   

Transactions in a Personal Account managed for an Employee on a discretionary basis by a third person or entity, when the Employee does not discuss any specific transactions for the account with the third-party manager;

 

   

Any Security received as part of an Employee’s compensation (although any subsequent sales must be pre-cleared);

 

   

Any Securities transaction effected in an Employee’s Personal Account pursuant to an automatic investment plan, which means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) a Personal Account in accordance with a predetermined schedule and allocation, and includes dividend reinvestment plans. Additional purchases and sales that are not automatic, however, are subject to this prohibition.

The Legal and Compliance Department may request an Employee to certify as to the non-volitional nature of these transactions.

 

  b. Exercise of Pro Rata Issued Rights

Purchases effected upon the exercise of rights issued by an issuer pro rata to all holders of a class of the issuer’s Securities, to the extent such rights were acquired from such issuer, and sales of such rights so acquired. This exemption applies only to the exercise or sale of rights that are issued in connection with a specific upcoming public offering on a specified date, as opposed to rights acquired from the issuer (such as warrants or options), which may be exercised from time-to-time up until an expiration date. This exemption does not apply to the sale of stock acquired pursuant to the exercise of rights.

 

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  c. De Minimis Transactions — Fixed Income Securities

This exception does not apply to research issued by Sanford C. Bernstein & Co., LLC . Any of the following Securities, if at the time of the transaction, the Employee has no actual knowledge that the issuer is the subject of significantly new or significantly changed research:

 

   

Fixed income securities transactions having a principal amount not exceeding $25,000; or

 

   

Non-convertible debt securities and non-convertible preferred stocks which are rated by at least one nationally recognized statistical rating organization (“NRSRO”) in one of the three highest investment grade rating categories.

 

  d. De Minimis Transactions — Equity Securities

This exception does not apply to research issued by Sanford C. Bernstein & Co., LLC . Any equity Securities transaction, or series of related transactions, involving shares of common stock and excluding options, warrants, rights and other derivatives, provided:

 

   

Any orders are entered after 10:00 a.m. and before 3:00 p.m. and are not designated as “market on open” or “market on close;”

 

   

The aggregate value of the transactions do not exceed (1) $10,000 for Securities of an issuer with a market capitalization of less than $1 billion; (2) $25,000 for Securities of an issuer with a market capitalization of $1 billion to $5 billion and (3) $50,000 for Securities of an issuer with a market capitalization of greater than $5 billion; and

 

   

The Employee has no actual knowledge that the issuer is the subject of significantly new or significantly changed research.

PLEASE NOTE: Even if a trade qualifies for a de minimis exception, it must be pre-cleared by the Legal and Compliance Department in advance of being placed.

 

  (l) Initial Public Offerings

No Employee shall acquire for a Personal Account any Security issued in an Initial Public Offering.

 

  (m) Limited Offerings/Private Placements

No Employee shall acquire any Security issued in any limited or private offering (please note that hedge funds are sold as limited or private offerings) unless the Chief Compliance Officer (or designee) and the Employee’s Business Unit Head give express prior written approval and document the basis for granting approval after due inquiry. The Chief Compliance Officer, in determining whether approval should be given, will

 

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take into account, among other factors, whether the investment opportunity should be reserved for a Client and whether the opportunity is being offered to the individual by virtue of his or her position with AllianceBernstein. Employees authorized to acquire Securities issued in a limited or private offering must disclose that investment when they play a part in any Client’s subsequent consideration of an investment in the issuer, and in such a case, the decision of AllianceBernstein to purchase Securities of that issuer for a Client will be subject to an independent review by Investment Personnel with no personal interest in such issuer. 9 Additional restrictions or disclosures may be required if there is a business relationship between the Employee or AllianceBernstein and the issuer of the offering.

 

3. Additional Restrictions – Growth, Blend and Fixed Income Portfolio Managers

In addition to the requirements and restrictions on Employee trading in Section 2 of this Appendix A of the Code, the following restrictions apply to all persons acting in the capacity of a portfolio manager of a Client account in the Growth, Blend and Fixed Income disciplines. For purposes of the restrictions in this section, a portfolio manager is defined as an Employee who has decision-making authority regarding specific securities to be traded for Client accounts, as well as such Employee’s supervisor.

General Prohibition : No person acting in the capacity of a portfolio manager will be permitted to buy for a Personal Account, a Security that is an eligible portfolio investment in that manager’s product group (e.g., Large Cap Growth).

This prohibition does not apply to transactions directed by spouses or other covered persons provided that the employee has no input into the investment decision. Nor does it apply to sales of securities held prior to the application of this restriction or employment with the firm. However, such transactions are subject to the following additional restrictions.

 

  (a) Blackout Periods

No person acting in the capacity of a portfolio manager will be permitted to trade a Security for a Personal Account within seven calendar days before and after any Client serviced in that manager’s product group (e.g., Large Cap Growth) trades in the same Security. If a portfolio manager engages in such a personal securities transaction during a blackout period, the Chief Compliance Officer may break the trade or, if the trade cannot be broken, the Chief Compliance Officer may direct that any profit realized on the trade be disgorged.

 

9 Any Employee who acquires (or any new Employee with a pre-existing position in) an interest in any private investment fund (including a “hedge fund”) or any other Security that cannot be purchased and held in an account at a Designated Broker shall be exempt from the Designated Broker requirement as described in this Appendix A of the Code. The Legal and Compliance Department may require an explanation as to why such Security can not be purchased and held in such manner. Transactions in these Securities nevertheless remain subject to all other requirements of this Code, including applicable private placement procedures, pre-clearance requirements and blackout-period trading restrictions.

 

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  (b) Actions During Blackout Periods

No person acting in the capacity of a portfolio manager shall delay or accelerate a Client trade due to a previous purchase or sale of a Security for a Personal Account. In the event that a portfolio manager determines that it is in the best interest of a Client to buy or sell a Security for the account of the Client within seven days of the purchase or sale of the same Security in a Personal Account, the portfolio manager must contact the Chief Compliance Officer immediately, who may direct that the trade in the Personal Account be canceled, grant an exception or take other appropriate action.

 

  (c) Transactions Contrary to Client Positions

No person acting in the capacity of a portfolio manager shall trade a Security in a Personal Account contrary to investment decisions made on behalf of a Client, unless the portfolio manager represents and warrants in the personal trading request form that (1) it is appropriate for the Client account to buy, sell or continue to hold that Security and (2) the decision to purchase or sell the Security for the Personal Account arises from the need to raise or invest cash or some other valid reason specified by the portfolio manager and approved by the Chief Compliance Officer and is not otherwise based on the portfolio manager’s view of how the Security is likely to perform.

 

4. Additional Restrictions – Bernstein Value Portfolio Management Groups

In addition to the requirements and restrictions on Employee trading in Section 2 of this Appendix A of the Code, the following restrictions apply to all persons in the firm’s Bernstein centralized portfolio management groups.

 

  (a) Senior Portfolio Managers and Members of the Value Investment Policy Groups

Senior Portfolio Managers (SPMs) and members of the Value Investment Policy Groups (IPGs) are prohibited from buying for a Personal Account, any Security included in the universe of eligible portfolio securities in their product.

This restriction does not apply to sales of securities held prior to the application of this restriction or employment with the firm. This restriction does not apply to transactions directed by spouses or other covered persons provided that the employee has no input into the investment decision. However, such persons are subject to the following restriction:

 

   

Notwithstanding the latter exception above, spouses or other covered persons are restricted from transacting in any Security included in the top 2 quintiles of the product’s research universe.

 

  (b) All Other Members of the Bernstein Value SBU

Members of the Bernstein Value SBU are deemed to have actual knowledge of the unit’s Securities Being Considered for Purchase or Sale. As a consequence, the de minimis exceptions in Section 2(i) of this Appendix relating to “significant” Value Client orders or “priority” purchases or sales (as those terms are defined by the applicable Value CIO) are not available to individuals in the Bernstein Value SBU.

 

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  (c) Discretionary Accounts

The restrictions noted above do not apply to Personal Accounts that are managed as part of their group’s normal management process.

 

5. Additional Restrictions – Research Analysts

In addition to the requirements and restrictions on Employee trading in Section 2 of this Appendix A of the Code, the following restrictions apply to all persons acting in the capacity of a research analyst. Please note that rules of the National Association of Securities Dealers and the New York Stock Exchange may impose additional limitations on the personal trading of the research analysts of Sanford C. Bernstein & Co., LLC and their family members. Such research analysts should refer to the relevant policy documents that detail those additional restrictions .

General Prohibition : No person acting in the capacity of research analyst will be permitted to buy for his or her Personal Account, a Security that is in the sector covered by such research analyst. This prohibition does not apply to transactions directed by spouses or other covered persons provided that the employee has no input into the investment decision. Nor does it apply to sales of securities held prior to the application of this restriction or employment with the firm. However, such transactions are subject to the following additional restrictions.

 

  (a) Blackout Periods

No person acting as a research analyst shall trade a Security for a Personal Account within seven calendar days before and after making a change in a rating or other published view with respect to that Security. If a research analyst engages in such a personal securities transaction during a blackout period, the Chief Compliance Officer may break the trade or, if the trade cannot be broken, the Chief Compliance Officer may direct that any profit realized on the trade be disgorged.

 

  (b) Actions During Blackout Periods

No person acting as a research analyst shall delay or accelerate a rating or other published view with respect to any Security because of a previous purchase or sale of a Security in such person’s Personal Account. In the event that a research analyst determines that it is appropriate to make a change in a rating or other published view within seven days of the purchase or sale of the same Security in a Personal Account, the research analyst must contact the Chief Compliance Officer immediately, who may direct that the trade in the Personal Account be canceled, grant an exception or take other appropriate action.

 

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  (c) Actions Contrary to Ratings

No person acting as a research analyst shall trade a Security (to the extent such Security is included in the research analyst’s research universe) contrary to an outstanding rating or a pending ratings change or traded by a research portfolio, unless (1) the research analyst represents and warrants in the personal trading request form that (as applicable) there is no reason to change the outstanding rating and (2) the research analyst’s personal trade arises from the need to raise or invest cash, or some other valid reason specified by the research analyst and approved by the Chief Compliance Officer and is not otherwise based on the research analyst’s view of how the security is likely to perform.

 

6. Additional Restrictions – Buy-Side Equity Traders

In addition to the requirements and restrictions on Employee trading in Section 2 of this Appendix A of the Code, the following restrictions apply to all persons acting in the capacity of Trader on any buy-side equity trading desk.

General Prohibition : No person acting in the capacity of buy-side equity trader will be permitted to buy for his or her Personal Account, a Security that is among the eligible portfolio investments traded on that Desk.

This prohibition does not apply to transactions directed by spouses or other covered persons provided that the employee has no input into the investment decision. Nor does it apply to sales of securities held prior to the application of this restriction or employment with the firm. Such transactions are, of course, subject to all other Code provisions.

 

7. Reporting Requirements

 

  (a) Duplicate Confirmations and Account Statements

All Employees must direct their brokers to supply to the Chief Compliance Officer, on a timely basis, duplicate copies of broker trade confirmations of, and account statements concerning, all Securities transactions in any Personal Account. 10

The Compliance Department will review such documents for Personal Accounts to ensure that AllianceBernstein’s policies and procedures are being complied with, and make additional inquiries as necessary. Access to duplicate confirmations and account statements will be restricted to those persons who are assigned to perform review functions, and all such materials will be kept confidential except as otherwise required by law.

 

  (b) Initial Holdings Reports by Employees

An Employee must, within 10 days of commencement of employment with AllianceBernstein, provide a signed (electronic in most cases) and dated Initial Holdings

 

10 Each Employee must verify with his or her Designated Broker(s) that the Employee’s account(s) is properly “coded” for AllianceBernstein to receive electronic data feeds.

 

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Report to the Chief Compliance Officer. New employees will receive an electronic request to perform this task via the StarCompliance Code of Ethics application. The report must contain the following information current as of a date not more than 45 days prior to the date of the report:

 

  i. All Securities (including private investments as well as any AllianceBernstein-managed mutual funds) held in a Personal Account of the Employee, including the title and type of Security, and as applicable, the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security/fund beneficially owned);

 

  ii. The name of any broker-dealer or financial institution with which the Employee maintains a Personal Account in which any Securities are held for the Employee; and

 

  iii. Details of any outside business affiliations.

Employees must then take all necessary actions to bring their accounts into compliance with the designated broker guidelines detailed in Section 2(c) of this Appendix.

 

  (c) Quarterly Reports by Employees – including Certain Funds and Limited Offerings

Following each calendar quarter, the Legal and Compliance Department will forward (electronically via the StarCompliance Code of Ethics application) to each Employee, an individualized form containing all Securities transactions in the Employee’s Personal Accounts during the quarter based on information reported to AllianceBernstein by the Employee’s brokers. Transactions in Personal Accounts managed on a discretionary basis or pursuant to an automated investment program need not be included for purposes of this reporting requirement .

Within thirty (30) days following the end of each calendar quarter, every Employee must review the form and certify its accuracy, making any necessary changes to the information provided on the pre-populated form (generally this will include those shares of mutual funds sub-advised by AllianceBernstein and held directly with the investment company and Securities issued in limited offerings which are not sent directly to the Compliance Department). For each such Security, the report must contain the following information: (1) the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Security involved; (2) the nature of the transaction (i.e., purchase or sale or any other type of acquisition or disposition); (3) the price of the Security at which the transaction was effected; (4) the name of the broker or other financial institution through which the transaction was effected; and (5) the date the Employee submits the report.

In addition, any new Personal Account established during the calendar quarter must be reported, including (1) the name of the broker or other financial institution with which the account was established and (2) the date the account was established.

 

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  (d) Annual Holdings Reports by Employees

On an annual basis, by a date to be specified by the Compliance Department (typically February 15 th ), each Employee must provide to the Chief Compliance Officer, a signed and dated (or electronically certified via the StarCompliance Code of Ethics application) Annual Holdings Report containing data current as of a date not more than forty five (45) days prior to the date of the submission. The report must disclose:

 

  i. All Securities (including shares of mutual funds managed by AllianceBernstein and limited offerings), held in a Personal Account of the Employee, including the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security beneficially owned); and

 

  ii. The name of any broker-dealer or financial institution with which the Employee maintains a Personal Account in which any Securities are held for the Employee.

In the event that AllianceBernstein already maintains a record of the required information via duplicate copies of broker trade confirmations and account statements received from the Employee’s broker-dealer, an Employee may satisfy this requirement by (i) confirming in writing (which may include e-mail) the accuracy of the record on at least an annual basis and (ii) recording the date of the confirmation.

 

  (e) Report and Certification of Adequacy to the Board of Directors of Fund Clients

On a periodic basis, but not less than annually, the Chief Compliance Officer shall prepare a written report to the management and the board of directors of each registered investment fund (other than a unit investment trust) in which AllianceBernstein acts as investment adviser setting forth the following:

 

  i. A certification on behalf of AllianceBernstein that AllianceBernstein has adopted procedures reasonably necessary to prevent Employees and Directors from violating the Code;

 

  ii. A summary of existing procedures concerning personal investing and any changes in procedures made during the past year; and

 

  iii. A description of any issues arising under the Code or procedures since the last report to the Board including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations.

AllianceBernstein shall also submit any material changes to this Code to each Fund’s Board at the next regular board meeting during the quarter following the change.

 

  (f) Report Representations

Any Initial or Annual Holdings Report or Quarterly Transaction Report may contain a statement that the report is not to be construed as an admission by the person making the report that he or she has any direct or indirect Beneficial Ownership in the Security to which the report relates.

 

A-20


  (g) Maintenance of Reports

The Chief Compliance Officer shall maintain the information required by this Section and such other records, if any, and for such time periods required by Rule 17j-1 under the Investment Company Act and Rules 204-2 and 204A-1 under the Advisers Act. All reports furnished pursuant to this Section will be kept confidential, subject to the rights of inspection and review by the General Counsel, the Chief Compliance Officer and his or her designees, the Code of Ethics Oversight Committee (or subcommittee thereof), the Securities and Exchange Commission and by other third parties pursuant to applicable laws and regulations.

 

8. Reporting Requirements for Directors who are not Employees

All Affiliated Directors (i.e., not Employees of AllianceBernstein, but employees of an AllianceBernstein affiliate) and Outside Directors (i.e., neither Employees of AllianceBernstein, nor of an AllianceBernstein affiliate) are subject to the specific reporting requirements of this Section 8 as described below. Directors who are Employees, however, are subject to the full range of personal trading requirements, restrictions and reporting obligations outlined in Sections 1 through 7 of this Appendix A of the Code, as applicable. In addition, all Directors are expected to adhere to the fiduciary duties and high ethical standards described in the Code. The designation of a Director as an Affiliated Director or Outside Director will be communicated to each such Director by the Chief Compliance Officer.

 

  (a) Affiliated Directors

 

  i. Initial Holdings Report

Upon becoming a Director, an Affiliated Director must submit a signed and dated Initial Holdings Report within ten (10) days of becoming Director. The Initial Holdings Report must contain the following information current as of a date not more than 45 days prior to the date of the report:

 

  a. All Securities, including private investments as well as any AllianceBernstein-managed mutual funds, held in a Personal Account of the Affiliated Director or held directly with the fund, including the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security beneficially owned;

 

  b. The name of any broker-dealer or financial institution with which the Affiliated Director maintains a Personal Account in which any Securities are held for the Employee; and

 

  c. Details of any outside business affiliations.

 

  ii. Annual Holdings Report

Once each year, by a date to be specified by the Legal and Compliance Department, each Affiliated Director must provide to the Chief Compliance Officer a signed and dated report containing the following information as of a date not more than 45 days prior to the date of the report:

 

  a. All Securities, including private investments as well as any AllianceBernstein-managed mutual funds, held in a Personal Account of the Affiliated Director or held directly with the fund, including the title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares and/or principal amount of each Security beneficially owned); and

 

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  b. The name of any broker-dealer or financial institution with which the Affiliated Director maintains a Personal Account in which any Securities are held for the Employee.

PLEASE NOTE: In the event that AllianceBernstein already maintains a record of the required information via duplicate copies of broker trade confirmations and account statements received from the Affiliated Director’s broker-dealer(s), the Affiliated Director may satisfy this requirement by (i) confirming in writing (which may include e-mail) the accuracy of the record on at least an annual basis and (ii) recording the date of the confirmation.

 

  iii. Quarterly Transaction Report

Within thirty (30) days following the end of each calendar quarter (see exceptions in section (c)), each Affiliated Director must provide to the Chief Compliance Officer, a signed and dated report disclosing all Securities transactions in any Personal Account. For each such Security, the report must contain the following information:

 

  a. The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Security involved;

 

  b. The nature of the transaction (i.e., purchase or sale or any other type of acquisition or disposition);

 

  c. The price of the Security at which the transaction was effected; and

 

  d. The name of the broker or other financial institution through which the transaction was effected.

 

  (b) Outside Directors

 

  i. In general, pursuant to various regulatory rule exceptions and interpretations, no reporting is required of Outside Directors. However, if an Outside Director knew, or in the ordinary course of fulfilling his or her official duties as a Director should have known , that during the 15-day period immediately before or after the Outside Director’s transaction in a Security for a Personal Account, a Client bought or sold the Security, or the Client or AllianceBernstein considered buying or selling the Security, the following reporting would be required.

 

A-22


Quarterly Transaction Report .

In the event that a quarterly transaction report is required pursuant to the scenario in the preceding paragraph, subject to the exceptions in part (c) of this Section 7 below, each outside director must within thirty (30) days following the end of each calendar quarter, provide to the Chief Compliance Officer, a signed and dated report disclosing all Securities transactions in any Personal Account. For each such Security, the report must contain the following information:

 

  a. The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Security involved;

 

  b. The nature of the transaction (i.e., purchase or sale or any other type of acquisition or disposition);

 

  c. The price of the Security at which the transaction was effected; and

 

  d. The name of the broker or other financial institution through which the transaction was effected.

 

  (c) Reporting Exceptions

 

  ii. Duplicate Broker Confirmations and Account Statements

An Affiliated Director or Outside Director is not required to submit any report for any Securities transaction in a Personal Account provided that the transaction and required information are otherwise reported on duplicate copies of broker trade confirmations and account statements provided to the Chief Compliance Officer.

 

  iii. Accounts with No Influence or Control

An Affiliated Director or Outside Director is not required to submit any report for any Securities transaction in a Personal Account provided that the Affiliated Director or Outside Director has no direct or indirect influence or control over the account. In addition, an Affiliated Director and Outside Director may include a statement that the report is not to be construed as an admission by the person making the report that he or she has any direct or indirect Beneficial Ownership in the Security to which the report relates.

 

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A LLIANCE B ERNSTEIN L . P .

CODE OF BUSINESS CONDUCT AND ETHICS

CERTIFICATION

I hereby acknowledge receipt of the Code of Business Conduct and Ethics (the “Code”) of AllianceBernstein L.P., its subsidiaries and joint ventures, which includes the AllianceBernstein Personal Trading Policies and Procedures attached as Appendix A to the Code. I certify that I have read and understand the Code and recognize that I am subject to its provisions.

I have reviewed my own situation and conduct in light of the Code. I confirm that I am in compliance with the Code, including the requirements regarding the manner in which I maintain and report my Securities holdings and transactions in my Personal Accounts (as such terms are defined in Appendix A of the Code) and conduct my personal securities trading activities, as well as the requirements associated with the firm’s Policy and Procedures for Giving and Receiving Gifts and Entertainment , and the Code’s provisions regarding the Foreign Corrupt Practices Act.

I understand that any violation(s) of the Code is grounds for immediate disciplinary action up to, and including, termination of employment.

 

Signature  

 

 

Print Name  

 

 

Date  

 

Please return this form to the Chief Compliance Officer at:

1345 Avenue of the Americas – 17 th Floor

New York, N.Y. 10105

[Please note that for the ANNUAL Certification, this signoff is performed

electronically via the StarCompliance Code of Ethics application.]

Exhibit (p)(6)(v)

Code of Ethics

The following is the Code of Ethics for The Capital Group Companies Inc., which includes Capital

Research and Management Company (CRMC), the investment adviser to the American Funds, and

those involved in the distribution of the funds, client support and services; and Capital Group

International Inc. (CGII), which includes Capital Guardian Trust Company and Capital

International Inc. The Code of Ethics applies to all Capital Group associates.

The Capital Group Companies

Code of Ethics

 

 

Introduction

Associates of The Capital Group Companies are responsible for maintaining the highest ethical standards when conducting business. In keeping with these standards, all associates must keep in mind the importance of putting the interests of clients and fund shareholders first. Moreover, associates should adhere to the spirit as well as the letter of the law, and be vigilant in guarding against anything that could color their judgment.

Over the years, the Capital Group has earned a reputation for the utmost integrity. Regardless of lesser standards that may be followed through business or community custom, associates must observe exemplary standards of openness, integrity, honesty and trust.

Accordingly, the Capital Group has adopted certain standards for the purpose of deterring wrongdoing and promoting: 1) honest and ethical conduct; 2) full, fair, accurate and timely disclosure in reports and documents; 3) compliance with applicable laws (including federal securities laws), rules and regulations; 4) prompt internal reporting of violations of the Capital Group’s Code of Ethics; and 5) accountability for adherence to the Code of Ethics.

General Guidelines

Specific policies are discussed in further detail later; however, the following are general guidelines of which all Capital Group associates should be aware.

Protecting Non-Public/Confidential Information

It is a crime in the U.S. and many other countries to transact in a company’s securities while in possession of material non-public information about the company. Questions regarding received material information (typically from a company “insider”) should be directed to a member of the Legal staff.

Associates are responsible for safeguarding non-public information relating to securities recommendations and fund and client holdings ( e.g ., analyst research reports, investment meeting discussions/notes, and current fund/client transaction information). As such, associates should not trade based on the Capital Group’s confidential and proprietary investment information.

Other types of information ( e.g. , marketing plans, employment issues, shareholder identities, etc.) may also be confidential and should not be shared with individuals outside the company (except those retained to provide services for the Capital Group).

 

Code of Ethics    1    September 2008


Code of Ethics

 

Extravagant or Excessive Gifts and Entertainment

Associates should not accept extravagant or excessive gifts or entertainment from persons or companies that conduct business with the Capital Group.

No Special Treatment from Brokers

Associates may not accept negotiated commission rates or any other terms they believe may be more favorable than the broker-dealer grants to accounts with similar characteristics. U.S. broker-dealers are subject to certain rules designed to prevent favoritism toward such accounts. Favors or preferential treatment from stockbrokers may not be accepted. This rule applies to the associate’s spouse and any immediate family member residing in the same household.

No Excessive Trading of Capital Group-affiliated Funds

Associates should not engage in excessive trading of the American Funds or other Capital Group-managed investment vehicles worldwide in order to take advantage of short-term market movements. Excessive activity, such as a frequent pattern of exchanges, could involve actual or potential harm to shareholders or clients. This rule applies to the associate’s spouse and any immediate family member residing in the same household.

Ban on Initial Public Offerings (IPOs)

Associates and immediate family members residing in the same household may not participate in IPOs. Exceptions are rarely granted; however, they will be considered on a case-by-case basis ( e.g. , where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).

Outside Business Interests/Affiliations

Board of Directors/Advisory Board Member

Associates are discouraged from serving on the board of directors or advisory board of any public or private company (this rule does not apply to boards of Capital companies or funds, or where board service is a direct result of your responsibilities at Capital such as private equity boards). With the exception of non-profit organizations, approval must be received prior to serving on a board.

Material Business Ownership Interest and Affiliations

Material business ownership interests may give rise to potential conflicts of interest. Associates should disclose senior officer positions or ownership of at least 5% or more of public or private companies that are or potentially may do business with Capital or the American Funds. This reporting requirement also applies to the associate’s spouse and any immediate family member(s) residing in the same household.

Other Guidelines

Associates should not knowingly misrepresent, or cause others to misrepresent, facts about the Capital Group to fund or client shareholders, regulators or any other member of the public. Disclosure in reports and documents should be fair and accurate.

 

Code of Ethics    2    September 2008


Code of Ethics

 

Reporting Requirements

Annual Certification of the Code of Ethics

All associates are required to certify at least annually that they have read and understand the Code of Ethics.

Reporting Violations

Associates are responsible for reporting violations of the Capital Group’s Code of Ethics, including: (1) fraud or illegal acts involving any aspect of the Capital Group’s business; (2) noncompliance with applicable laws, rules and regulations; (3) intentional or material misstatements in regulatory filings, internal books and records, or client records and reports; or (4) activity that is harmful to fund or client shareholders. Deviations from controls or procedures that safeguard the company, including the assets of shareholders and clients, should also be reported. Reported violations of the Code of Ethics will be investigated and appropriate actions will be taken.

Associates may report confidentially to a manager/department head. Associates may also contact:

 

   

The CGC Audit Committee

 

   

The CIL Audit Committee

 

   

Any lawyer employed by the Capital Group organization

Failure to adhere to the Code of Ethics may result in disciplinary action, including termination.

Conflicts of Interest

Gifts and Entertainment Policy

A conflict of interest occurs when the private interests of associates interfere or could potentially interfere with their responsibilities at work. Associates must not place themselves or the company in a position of actual or potential conflict. Associates may not accept (or give) gifts worth more than US$100, or accept (or extend) excessive business entertainment, loans, or anything else involving personal gain from (or to) those who conduct business with the company. Business entertainment exceeding US$500 in value should not be accepted (or given) unless the associate receives permission from his/her manager and the Gifts and Entertainment Committee (GECO).

Gifts or entertainment extended by a Capital Group associate and approved by the associate’s manager for reimbursement by the Capital Group do not need to be reported (or precleared). The expenses, however, are subject to the approval of the associate’s manager. When giving a gift or extending entertainment on behalf of the Capital Group, it is important to keep in mind that extravagant or excessive gifts or entertainment may create the appearance of conflict. Associates should also be aware that certain laws or rules may prohibit or limit gifts or entertainment extended to public officials – especially those responsible for investing public funds.

 

Code of Ethics    3    September 2008


Code of Ethics

 

Reporting

The limitations on accepting (or giving) gifts apply to all associates as described above, and associates will be asked to complete quarterly disclosures. Associates must report any gift exceeding US$50 and business entertainment in which an event exceeds US$75 (although it is recommended that associates report all gifts and entertainment).

Charitable Contributions

In soliciting donations from various people in the business community, associates must never allow the Capital Group’s present or anticipated business to be a factor.

Gifts and Entertainment Committee (GECO)

The Gifts and Entertainment Committee (GECO) oversees administration of and compliance with the Policy.

Political Contributions Policy

This policy applies to all associates and their spouses.

Making Political Contributions

Contributions (financial or non-financial) made to certain political campaigns may raise potential conflicts of interest due to certain office holders’ ability to direct business to the Capital Group. Concerns may arise when contributions are made to persons currently holding, or candidates running for, a city, county or state treasurer position. As a result, associates should not make contributions to persons currently holding or running for these positions.

Associates are encouraged to seek guidance for contributions to other political offices. Some offices may have the power to influence the decision to choose a Capital Group company to manage public funds. Other offices may have the ability to influence the decision to choose the American Funds as an investment option for public funds.

As a general matter, contributions to candidates for U.S. President, Senate, House of Representatives and contributions to national political parties are permissible (unless the candidate currently holds an office that may raise potential conflict of interest related issues as described above). Likewise, unless the associate is subject to the special “CollegeAmerica” requirements (described below), contributions to State Governor and State Representative positions, and state political parties are permissible.

Special Political Contribution Requirements – CollegeAmerica

Certain associates involved with “CollegeAmerica,” the American Funds 529 College Savings Plan sponsored by the Commonwealth of Virginia, will receive a special reporting form. These associates are subject to additional restrictions and reporting requirements. For example, these associates generally may not contribute to Virginia political candidates or parties. These associates must also preclear any contributions to political candidates and parties in all states and municipalities and any Political Action Committee (PAC) other than to the Investment Company Institute’s PAC (IMPAC).

Soliciting Political Contributions

In soliciting political contributions from various people in the business community, associates must never allow the Capital Group’s present or anticipated business relationships to be a factor.

 

Code of Ethics    4    September 2008


Code of Ethics

 

Other Considerations

Please keep in mind that any political contributions associates make or solicit should be viewed as personal . Therefore, associates should not use the Capital Group’s letterhead for correspondence regarding these contributions, and associates should not hold fundraising events in the Capital Group’s offices.

Political Contributions Committee

The Political Contributions Committee oversees the administration of the Policy. The Committee evaluates questions relating to potential political contributions considering, among other things: 1) the associate’s relationship with the candidate, i.e., is the relationship a personal or business one and 2) the candidate’s current or potential relationship with the Capital Group.

Insider Trading Policy

Antifraud provisions of U.S. securities laws as well as the laws of other countries generally prohibit persons in possession of material non-public information from trading on or communicating the information to others. Sanctions for violations can include civil injunctions, permanent bars from the securities industry, civil penalties up to three times the profits made or losses avoided, criminal fines and jail sentences.

While investment research analysts are most likely to come in contact with material non-public information, the rules (and sanctions) in this area apply to all Capital Group associates and extend to activities both within and outside each associate’s duties. Associates who believe they have material non-public information should contact any Capital Group lawyer.

Personal Investing Policy

This policy applies only to “covered associates.”

Introduction

Certain associates may have access to confidential information that places them in a position of special trust. They are affiliated with a group of companies responsible for the management of over a trillion dollars belonging to mutual fund shareholders and other clients. Laws, ethics and the Capital Group’s policies place a responsibility on all associates to ensure that the highest standards of honesty and integrity are maintained at all times.

There are several rules that must be followed to avoid possible conflicts of interest in regards to personal investments. Keep in mind, however, that placing the interests of fund and client shareholders first is the core principle of the Capital Group’s policies and applies even if the matter is not covered by a specific provision. The following is only a summary of the Capital Group’s Personal Investing Policy .

Personal investing should be viewed as a privilege, not a right. As such, the Personal Investing Committee (PICO) may place limitations on the number of preclearances and/or transactions.

Covered Associates

“Covered associates” are associates with access to non-public information relating to current or imminent fund/client transactions, investment recommendations or fund portfolio holdings. Covered associates include the associate’s spouse and other immediate family members ( e.g., children, siblings and parents) residing in the same household. Any reference to the requirements of covered associates in this document applies to these family members.

 

Code of Ethics    5    September 2008


Code of Ethics

 

Additional rules apply to investment professionals:

“Investment professionals” include portfolio counselors/managers, investment counselors, investment analysts and research associates, certain investment specialists, trading associates, including trading assistants, and investment control, portfolio control and fixed income control associates, including assistants.

Prohibited Transactions

The following transactions are prohibited:

 

   

Initial Public Offering (IPO) investments

Exceptions are rarely granted; however, they will be considered on a case-by-case basis ( e.g., where a family member is employed by the IPO company and IPO shares are considered part of that family member’s compensation).

 

   

Short selling of securities subject to preclearance

 

   

Spread betting/contracts for difference (CFD) on securities (allowed only on currencies, commodities, and broad-based indices)

 

   

Writing puts and calls on securities subject to preclearance

Reporting Requirements

Covered associates are required to report their securities accounts, holdings and transactions. Initial, quarterly, and annual disclosure forms will be made available for this purpose.

Preclearance of Securities Transactions

Certain transactions may be exempt from preclearance.

Before buying or selling securities, covered associates must check with the staff of PICO.

Preclearance requests will be handled during the hours the New York Stock Exchange (NYSE) is open, generally 6:30am to 1:00pm Pacific Standard Time.

Transactions will generally not be permitted in securities on days the funds or clients are transacting in the issuer in question. In the case of investment professionals, permission to transact will be denied if the transaction would violate the seven-day blackout or short-term profits policies (see “Additional Policies Specific to Investment Professionals” below). Preclearance requests by investment professionals are subject to special review.

Additional Policies Specific to Investment Professionals

Disclosure of Personal and Professional Holdings (Cross-Holdings)

Portfolio counselors/managers, investment analysts and certain investment specialists will be asked to disclose securities they own both personally and professionally on a quarterly basis. Analysts will also be required to disclose securities they hold personally that are within their research coverage or could be eligible for recommendation by the analyst professionally in the future in light of current research coverage areas. This disclosure will be reviewed by the staff of PICO and may also be reviewed by various Capital Group committees.

If disclosure has not already been made to PICO by including the information on a disclosure form, any associate who is in a position to recommend a security that the associate owns personally for purchase or sale in a fund or client account should first disclose such personal ownership either in writing (in a company write-up) or verbally (when discussing the company at investment meetings) prior to making a recommendation. 1

 

1

This disclosure requirement is consistent with both the CFA Institute standards as well as the ICI Advisory Group Guidelines.

 

Code of Ethics    6    September 2008


Code of Ethics

Disclosure of Personal and Professional Holdings (Cross-Holdings) continued from page 6

 

In addition, portfolio counselors/managers, investment analysts and certain investment specialists are encouraged to notify investment/portfolio/fixed-income control of personal ownership of securities when placing an order (especially with respect to a first-time purchase).

Blackout Periods

Investment professionals may not buy or sell a security during a period beginning seven calendar days before and ending seven calendar days after a fund or client account transacts in that issuer. The blackout period applies only to trades in the same management company with which the associate is affiliated.

If a fund or client account transaction takes place in the seven calendar days following a precleared transaction by an investment professional, the personal transaction may be reviewed by PICO to determine the appropriate action, if any.

Ban on Short-term Trading Profits 2

Investment professionals are generally prohibited from profiting from the purchase and sale or sale and purchase of the same (or equivalent) securities within 60 calendar days. This restriction applies to the purchase of an option and the sale of an option, or the purchase of an option and the exercise of the option and sale of shares within 60 days. Although the associate may be granted preclearance at the time the option is purchased, there is a risk of being denied permission to sell the option or exercise and sell the underlying security. Accordingly, transactions in options on individual securities are strongly discouraged.

Exchange Traded Funds (ETFs) and Index Funds

Investment professionals should preclear ETFs and index funds (including UCITS, SICAVs, OEICs, FCPs, Unit Trusts, Publikumsfonds, etc.) except those based on certain indices.

Penalties for Violating the Policy

Covered associates may be subject to penalties for violating the Policy including failing to preclear, report, submit statements and/or failing to submit timely initial, quarterly and annual disclosure forms.

Personal Investing Committee

The Personal Investing Committee (PICO) oversees the administration of the Policy. Among other duties, the Committee considers certain types of preclearance requests as well as requests for exceptions to the Policy.

* * * *

 

2

Applies to securities subject to preclearance.

 

Code of Ethics    7    September 2008

Exhibit (p)(8)(iv)

Code of Ethics

of

 

  

•     J.P. Morgan Alternative Asset Management, Inc.

  
  

•     JPMorgan Asset Management (UK) Ltd.

  
  

•     JPMorgan Investment Advisors Inc.

  
  

•     J.P. Morgan Investment Management Inc.

  
  

•     Security Capital Research & Management Inc.

  

(collectively, “JPMAM”)

Effective February 1, 2005

(Revised June 10, 2008)


Code of Ethics

JPMorgan Asset Management

Table of Contents

 

1.

   Introduction and Standards    1
   1.1.    Adoption of the Code of Ethics    1
   1.2.    Standards of Business Conduct    1
   1.3.    General Definitions    2

2.

   Reporting Requirements    3
   2.1.    Holdings Reports    3
      2.1.1.    Content of Holdings Reports    3
      2.1.2.    Timing of Holdings Reports    4
   2.2.    Transaction Reports    4
      2.2.1.    Content of Transaction Reports    4
      2.2.2.    Timing of Transaction Reports    4
   2.3.    Consolidated Report    5
   2.4.    Exceptions from Reporting Requirements    5

3.

   Pre-approval of Certain Investments    5

4.

   Additional Restrictions and Corrective Action under the Personal Trading Policy and other related Policies and Procedures    5
   4.1.    Designated Broker Requirement    5
   4.2.    Blackout Provisions    5
   4.3.    Minimum Investment Holding Period and Market Timing Prohibition    6
   4.4.    Trade Reversals and Disciplinary Action    6

5.

   Books and Records to be Maintained by Investment Advisers    6

6.

   Confidentiality    7

7.

   Conflicts of Interest    7
   7.1.    Trading in Securities of Clients    7
   7.2.    Trading in Securities of Suppliers    7
   7.3.    Gifts    7
   7.4.    Entertainment    8
   7.5.    Political and Charitable Contributions    8
   7.6.    Outside Business Activities    8

8.

   Training    9

 

i


Code of Ethics

JPMorgan Asset Management

 

9.

   Escalation Guidelines    9
   9.1.    Violation Prior to Material Violation    9
   9.2.    Material Violations    9

 

ii


Code of Ethics

JPMorgan Asset Management

 

1. Introduction and Standards

 

1.1. Adoption of the Code of Ethics

This Code of Ethics for JPMAM (the “Code”) has been adopted by the registered investment advisers named on the cover hereof in accordance with Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”). Rule 204A-1 requires, at a minimum, that an adviser’s code of ethics set forth standards of conduct, require compliance with federal securities laws and address personal trading by advisory personnel.

While all J.P. Morgan Chase & Co. (“JPMC”) staff, including JPMAM Supervised Persons as defined below, are subject to the personal trading policies under the JPMC Code of Conduct, the JPMAM Code establishes more stringent standards reflecting the fiduciary obligations of JPMAM and its Supervised Persons . Where matters are addressed by both the JPMC Code of Conduct and this Code, Supervised Persons of JPMAM must observe and comply with the stricter standards set forth in this Code.

JPMAM hereby designates the staff of its Compliance Department to act as designees for the respective chief compliance officers of the JPMAM registered investment advisers (“CCO”) in administering this Code. Anyone with questions regarding the Code or its application should contact the Compliance Department.

 

1.2. Standards of Business Conduct

It is the duty of all Supervised Persons to place the interests of JPMAM clients before their own personal interests at all times and avoid any actual or potential conflict of interest. Given the access that Supervised Persons may have to proprietary and client information, JPMAM and its Supervised Persons must avoid even the appearance of impropriety with respect to personal trading, which must be oriented toward investment rather than short-term or speculative trading.

Supervised Persons must also comply with applicable federal securities laws and report any violations of the Code promptly to the Compliance Department, which shall report any such violation promptly to the CCO.

Access Persons , as defined below, must report, and JPMAM must review, their personal securities transactions and holdings periodically. See section 2. Reporting Requirements and the Personal Trading Policy for Investment Management Americas Staff (for internal use only), as defined below, for details regarding reporting procedures.

Compliance with the Code, and other applicable policies and procedures, is a condition of employment. The rules, procedures, reporting and recordkeeping requirements contained in the Code are designed to prevent employees from violating the provisions of the Code. Failure by a Supervised Person to comply with the Code may adversely impact JPMAM and may constitute a violation of federal securities laws.

The Compliance Department shall distribute to each Supervised Person a copy of the Code and any amendments, receipt of which shall be acknowledged in writing by the Supervised Person . Written acknowledgements shall be maintained by the Compliance Department in accordance with section 5. Books and Records to be Maintained by Investment Advisers . The form of acknowledgment shall be determined by the Compliance Department.

At least annually, each CCO must review the adequacy of the Code and the policies and the procedures herein referenced.

 

1


Code of Ethics

JPMorgan Asset Management

 

1.3. General Definitions

 

  (a) Supervised Persons include:

 

  (1) Any partner, officer, director (or other person occupying a similar status or performing similar functions) and employees of JPMAM;

 

  (2) All employees of entities affiliated with JPMAM that have been authorized by the Office of the Corporate Secretary to act in an official capacity on behalf of a legal entity within JPMAM, sometimes referred to as “dual hatted” employees;

 

  (3) Certain consultants as well as any other persons who provide advice on behalf of JPMAM and are subject to JPMAM’s supervision and control; and

 

  (4) All Access Persons, as defined in paragraph (b).

 

  (b) Access Persons include any partner, officer, director (or other person occupying a similar status or performing similar functions) of JPMAM, as well as any other Supervised Person who:

 

  (1) Has access to nonpublic information regarding any clients’ purchase or sale of securities, or nonpublic information regarding the portfolio holdings of any registered fund advised or sub-advised by JPMAM; or

 

  (2) Is involved in making securities recommendations to clients, including Funds, or who has access to such recommendations that are nonpublic.

 

  (c) Associated Account refers to an account in the name or for the direct or indirect benefit of a Supervised Person or a Supervised Person’s spouse, domestic partner, minor children and any other person for whom the Supervised Person provides significant financial support, as well as to any other account over which the Supervised Person or any of these other persons exercise investment discretion, regardless of beneficial interest. Excluded from Associated Accounts are any 401(k) and deferred compensation plan accounts for which the Supervised Person has no investment discretion.

 

  (d) Automatic investment plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan.

 

  (e) Beneficial ownership is interpreted to mean any interest held directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, or any pecuniary interest in equity securities held or shared directly or indirectly, subject to the terms and conditions set forth under Rule 16a-1(a)(2) of the Securities Exchange Act of 1934. A Supervised Person who has questions regarding the definition of this term should consult the Compliance Department. Please note : Any report required under section 2. Reporting Requirements may contain a statement that the report will not be construed as an admission that the person making the report has any direct or indirect beneficial ownership in the security to which the report relates.

 

  (f) Client refers to any entity ( e.g. , person, corporation or Fund) for which JPMAM provides a service or has a fiduciary responsibility.

 

  (g)

Federal securities laws means the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940 (“1940 Act”), the Advisers Act, Title V of the Gramm-Leach-Bliley Act (1999), any rules adopted

 

2


Code of Ethics

JPMorgan Asset Management

 

 

by the Securities and Exchange Commission (“SEC”) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted there under by the SEC or the Department of the Treasury.

 

  (h) Fund means an investment company registered under the 1940 Act.

 

  (i) Initial public offering means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

 

  (j) JPMAM is an abbreviation for JPMorgan Asset Management, the asset management business of JPMorgan Chase & Co. Within the context of this document, JPMAM refers to the U.S. registered investment advisers of JPMorgan Asset Management identified on the cover of this Code.

 

  (k) Limited offering means an offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or section 4(6) or pursuant to Rules 504, 505 or 506 there under.

 

  (l) Personal Trading Policy refers to the Personal Trading Policy for Investment Management Americas Staff and/or the Personal Investment Policy for JPMAM Employees in EMEA, Asia and Japan, as applicable, and the procedures there under.

 

  (m) Reportable Security means a security as defined under section 202(a)(18) of the Advisers Act held for the direct or indirect benefit of an Access Person, including any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting-trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing. Also included in this definition are open-end mutual funds (except as noted below) and exchange traded funds. Excluded from this definition are:

 

  (1) Direct obligations of the Government of the United States;

 

  (2) Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements;

 

  (3) Shares issued by money market funds; and

 

  (4) Shares of other types of mutual funds, unless JPMAM acts as the investment adviser, sub-adviser or principal underwriter for the Fund.

 

2. Reporting Requirements

 

2.1. Holdings Reports

Access Persons must submit to the Compliance Department a report, in the form designated by the Compliance Department, of the Access Person’s current securities holdings that meets the following requirements:

 

2.1.1. Content of Holdings Reports

Each holdings report must contain, at a minimum:

 

  (a) The name of any broker, dealer or bank with which the Access Person maintains an Associated Account in which any Reportable Securities are held for the Access Person’s direct or indirect benefit, as well as all pertinent Associated Account details (e.g., account title, account number, etc.);

 

3


Code of Ethics

JPMorgan Asset Management

 

  (b) The title and type of security, and as applicable the exchange ticker symbol or CUSIP number, number of shares, and principal amount of each Reportable Security in which the Access Person has any direct or indirect beneficial ownership ; and

 

  (c) The date the Access Person submits the report.

 

2.1.2. Timing of Holdings Reports

Access Persons must each submit a holdings report:

 

  (a) No later than 10 days after the person becomes an Access Person , and the information must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

 

  (b) At least once each 12-month period thereafter on January 30, and the information must be current as of a date no more than 45 days prior to the date the report was submitted.

 

2.2. Transaction Reports

Access Persons must submit to the Compliance Department quarterly securities transactions reports, in the form designated by the Compliance Department, that meet the following requirements:

 

2.2.1. Content of Transaction Reports

Each transaction report must contain, at a minimum, the following information about each transaction involving a Reportable Security in which the Access Person had, or as a result of the transaction acquired, any direct or indirect beneficial ownership :

 

  (a) The date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares, and principal amount of each Reportable Security involved;

 

  (b) The nature of the transaction ( i.e. , purchase, sale or any other type of acquisition or disposition);

 

  (c) The price of the security at which the transaction was effected;

 

  (d) The name of the broker, dealer or bank with or through which the transaction was effected; and

 

  (e) The date the Access Person submits the report.

 

2.2.2. Timing of Transaction Reports

Each Access Person must submit a transaction report no later than 30 days after the end of each calendar quarter, which report must cover, at a minimum, all transactions during the quarter.

 

4


Code of Ethics

JPMorgan Asset Management

 

2.3. Consolidated Report

At the discretion of the Compliance Department, the form of annual holdings report may be combined with the form of the concurrent quarterly transaction report, provided that such consolidated holdings and transaction report meets, at a minimum, the timing requirements of both such reports if submitted separately.

 

2.4. Exceptions from Reporting Requirements

An Access Person need not submit:

 

  (a) Any report with respect to securities held in accounts over which the Access Person had no direct or indirect influence or control;

 

  (b) A transaction report with respect to transactions effected pursuant to an automatic investment plan;

 

  (c) A transaction report if the report would duplicate information contained in broker trade confirmations or account statements that the Compliance Department holds in its records so long as the Compliance Department receives the confirmations or statements no later than 30 days after the end of the applicable calendar quarter.

 

3. Pre-approval of Certain Investments

Supervised Persons must obtain approval from the Compliance Department before they directly or indirectly acquire beneficial ownership in any reportable security , including initial public offerings and limited offering s. The Personal Trading Policy shall set forth the Compliance pre-clearance procedures as well as any exceptions to the pre-clearance requirement.

 

4. Additional Restrictions and Corrective Action under the Personal Trading Policy and other related Policies and Procedures

In furtherance of the standards for personal trading set forth herein, JPMAM shall maintain a Personal Trading Policy with respect to the trading restrictions and corrective actions discussed under this section 4, and such other restrictions as may be deemed necessary or appropriate by JPMAM.

 

4.1. Designated Broker Requirement

Any Associated Account , except as otherwise indicated in the Personal Trading Policy, must be maintained with a Designated Broker, as provided under the JPMC Code of Conduct and the Personal Trading Policy.

 

4.2. Blackout Provisions

The personal trading and investment activities of Supervised Persons are subject to particular scrutiny because of the fiduciary nature of the business. Specifically, JPMAM must avoid even the appearance that its Supervised Persons conduct personal transactions in a manner that conflicts with the firm’s investment activities on behalf of clients. Towards this end, Supervised Persons may be restricted from conducting personal investment transactions during certain periods (“Blackout Periods”), and may be instructed to reverse previously completed personal investment transactions (see section 4.4 ). Additionally, the Compliance Department may restrict

 

5


Code of Ethics

JPMorgan Asset Management

 

the personal trading activity of any Supervised Person if such activity has the appearance of violating the intent of the blackout provision or is deemed to present a possible conflict of interest.

The Blackout Periods set forth in the Personal Trading Policy may reflect varying levels of restriction appropriate for different categories of Supervised Persons based upon their level of access to nonpublic client or proprietary information.

 

4.3. Minimum Investment Holding Period and Market Timing Prohibition

Supervised Persons are subject to a minimum holding period, as set forth under the Personal Trading Policy, for all transactions in Reportable Securities , as defined under section 1.3 .

Supervised Persons are not permitted to conduct transactions for the purpose of market timing in any Reportable Security. Market timing is defined as an investment strategy using frequent purchases, redemptions, and/or exchanges in an attempt to profit from short-term market movements.

Please see the Personal Trading Policy for further details on transactions covered or exempted from the minimum investment holding period.

 

4.4. Trade Reversals and Disciplinary Action

Transactions by Supervised Persons are subject to reversal due to a conflict (or appearance of a conflict) with the firm’s fiduciary responsibility or a violation of the Code or the Personal Trading Policy. Such a reversal may be required even for a pre-cleared transaction that results in an inadvertent conflict or a breach of black out period requirements under the Personal Trading Policy.

Disciplinary actions resulting from a violation of the Code will be administered in accordance with related JPMAM policies governing disciplinary action and escalation. All violations and disciplinary actions will be reported promptly by the Compliance Department to the JPMAM CCO. Violations will be reported at least quarterly to the firm’s executive committee and, where applicable, to the directors or trustees of an affected Fund.

Violations by Supervised Persons of any laws that relate to JPMAM’s operation of its business or any failure to cooperate with an internal investigation may result in disciplinary action up to and including immediate dismissal and, if applicable, termination of registration.

 

5. Books and Records to be Maintained by Investment Advisers

 

  (a) A copy of this Code and any other code of ethics adopted by JPMAM pursuant to Rule 204A-1 that has been in effect during the past five years;

 

  (b) A record of any violation of the Code, and any action taken as a result of that violation;

 

  (c) A record of all written acknowledgments for each person who is currently, or within the past five years was, a Supervised Person of JPMAM;

 

  (d) A record of each report made by an Access Personas required under section 2. Reporting Requirements ;

 

  (e) A record of the names of persons who are currently, or within the past five years were, Access Persons ;

 

  (f) A record of any decision, and the reasons supporting the decision, to approve the acquisition of securities by Supervised Persons under section 3. Pre-approval of Certain Investments , for at least five years after the end of the fiscal year in which the approval is granted; and

 

6


Code of Ethics

JPMorgan Asset Management

 

  (g) Any other such record as may be required under the Code or the Personal Trading Policy.

 

6. Confidentiality

Supervised Persons have a special responsibility to protect the confidentiality of information related to customers. This responsibility may be imposed by law, may arise out of agreements with customers, or may be based on policies or practices adopted by the firm. Certain jurisdictions have regulations relating specifically to the privacy of individuals and/or business and institutional customers. Various business units and geographic areas within JPMC have internal policies regarding customer privacy.

The foregoing notwithstanding, JPMAM and its Supervised Persons must comply with all provisions under the Bank Secrecy Act, the USA Patriot Act and all other applicable federal securities laws , as well as applicable anti-money laundering and know your client policies, procedures and training requirements of JPMAM and JPMC.

 

7. Conflicts of Interest

With regards to each of the following restrictions, more detailed guidelines may be found under the applicable JPMAM policy and/or the JPMC Code of Conduct.

 

7.1. Trading in Securities of Clients

Supervised Persons should not invest in any securities of a client with which the Supervised Person has or recently had significant dealings or responsibility on behalf of JPMAM if such investment could be perceived as based on confidential information.

 

7.2. Trading in Securities of Suppliers

Supervised Persons in possession of information regarding, or directly involved in negotiating, a contract material to a supplier of JPMAM may not invest in the securities of such supplier. If you own the securities of a company with which we are dealing and you are asked to represent JPMorgan Chase in such dealings you must:

 

  (a) Disclose this fact to your department head and the Compliance Department; and

 

  (b) Obtain prior approval from the Compliance Department before selling such securities.

 

7.3. Gifts

A conflict of interest occurs when the personal interests of Supervised Persons interfere or could potentially interfere with their responsibilities to the firm and its clients. Supervised Persons should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could influence their decision-making or make them feel beholden to a person or firm. Similarly, Supervised Persons should not offer gifts, favors, entertainment or other things of value that could be viewed as overly generous or aimed at influencing decision- making or making a client feel beholden to the firm or the Supervised Person . More specific guidelines are set forth under the JPMC Code of Conduct and operating procedures for the JPMAM Gift, Entertainment and Political Contributions Database. Supervised Persons are required to log all gifts subject to reporting into the JPMAM Gift, Entertainment and Political Contributions Database and any violations of JPMAM Gift & Entertainment Polices are subject to the Escalation Guidelines.

 

7


Code of Ethics

JPMorgan Asset Management

 

7.4. Entertainment

No Supervised Person may provide or accept extravagant or excessive entertainment to or from a client, prospective client, or any person or entity that does or seeks to do business with or on behalf of JPMAM. Supervised Persons may provide or accept a business entertainment event, such as dinner or a sporting event, of reasonable value, if the person or entity providing the entertainment is present, and only to the extent that such entertainment is permissible under the JPMC Code of Conduct and operating procedures for the JPMAM Gift, Entertainment and Political Contributions Database. Supervised Persons are required to log all entertainment subject to reporting into the JPMAM Gift, Entertainment and Political Contributions Database and any violations of JPMAM Gift & Entertainment Polices are subject to the Escalation Guidelines.

 

7.5. Political and Charitable Contributions

JPMorgan Chase has a strict policy that no political contributions made on behalf of JPMorgan Chase are allowed unless pre-approved. Supervised Persons are prohibited from making political contributions for the purpose of obtaining or retaining advisory contracts with government entities. In addition, Supervised Persons are prohibited from considering JPMAM’s current or anticipated business relationships as a factor in making political or charitable donations. Additional restrictions, disclosures and other requirements regarding political activities are described under the JPMC Code of Conduct. Access Persons are required to pre-clear all personal political contributions to the election campaigns of non-federal level candidates. All federal level contributions have to be reported in the database, but do not require pre-clearance. Contributions to the JPMorgan PACs are excluded from pre-clearance and reporting requirements. The Code of Ethics now specifically requires that, in addition to the reporting of political contributions, employees log all gift, entertainment, and charitable contributions into the Gift, Entertainment and Political Contributions Database and makes failure to do so a violation of the JPMAM Gift & Entertainment Polices subject to the Escalation Guidelines.

 

7.6. Outside Business Activities

A Supervised Person’s outside activities must not reflect adversely on the firm or give rise to a real or apparent conflict of interest with the Supervised Person’s duties to the firm or its clients. Supervised Persons must be alert to potential conflicts of interest and be aware that they may be asked to discontinue any outside activity if a potential conflict arises. Supervised Persons may not, directly or indirectly:

 

  (a) Accept a business opportunity from someone doing business or seeking to do business with JPMAM that is made available to the Supervised Person because of the individual’s position with the firm.

 

  (b) Take for oneself a business opportunity belonging to the firm.

 

  (c) Engage in a business opportunity that competes with any of the firm’s businesses.

More specific guidelines are set forth under the conflicts of interest policy of JPMAM and under the JPMC Code of Conduct. Procedures and forms for pre-clearance of these activities by the Office of the Secretary of JPMC are available in the JPMC Procedures for Pre-Clearance of Outside Activities Referenced in the JPMC Code of Conduct. Supervised Persons must seek a new clearance for a previously approved activity whenever there is any material change in relevant circumstances, whether arising from a change in your job or association with JPMAM or in your role with respect to that activity or organization. You are required to be continually alert to any real or apparent conflicts of interest with respect to investment management activities and promptly disclose any such conflicts to Compliance and the Office of the Corporate Secretary. You must also notify the Office of the Secretary of JPMC when any approved outside activity terminates.

 

8


Code of Ethics

JPMorgan Asset Management

 

Regardless of whether an activity is specifically addressed under JPMAM policies or the JPMC Code of Conduct, Supervised Persons should disclose any personal interest that might present a conflict of interest or harm the reputation of the firm.

 

8. Training

There are several mandatory training courses given each year by Compliance (e.g., AML, Privacy, and Code of Conduct). Failure to attend and/or complete required Compliance training courses will now be subject to the Escalation Guidelines.

 

9. Escalation Guidelines

Compliance maintains the Escalation Guidelines, which is applicable to employees of J.P. Morgan Alternative Asset Management, JPMorgan Investment Advisors, J.P. Morgan Investment Management and Security Capital Research & Management. Please note, the Escalation Guidelines is an internal Compliance document and is used to notify Group Heads and/or Managers of appropriate action that needs to be taken.

 

9.1. Violation Prior to Material Violation

While the Group Head is notified of all violations, he/she is now required to have a face-to-face meeting with the employee when the employees’ next violation would be considered material, in order to stress the importance of the requirement and inform the employee about the ramifications for not following the policy. The employee is also required to acknowledge, in writing, (form to be provided by Compliance) that he/she is aware of the ramifications for noncompliance and he/she will be compliant going forward. The written acknowledgement is signed by both the employee and Group Head, and returned to Compliance for record keeping.

 

9.2. Material Violations

All material violations now require the Group Head and HR to have a face-to-face meeting with the employee and to document the meeting specifics in the employee’s personnel file. Once again, the employee will be required to acknowledge in writing the material nature of the violation and that he/she will be compliant going forward. The written acknowledgement, signed by both the employee and Group Head, will be returned to Compliance and HR for record keeping. There will now be a mandated suspension of trading privileges for six months for all material violations regardless of type. Transactions may be allowed for hardship reasons, but require pre- clearance by Compliance and the Group Head.

A list of all individuals who have received material violations will be circulated to the appropriate Group Head and Eve Guernsey on a periodic basis and will be a factor in the employee’s annual compensation.

 

9

Exhibit (p)(10)(iv)

LOGO

MFS Investment Management Code of Ethics

 

Owner(s):

Chief Compliance Officer

Conflicts Officer

  Effective Date: February 25, 2008
 

Replaces Policy Version Dated:

October 5, 2007

Contact Persons:

codeofethics@mfs.com

Yasmin Motivala, ext. 55080

Beth Lynch, ext. 56851

Nicole Wong, ext. 54477

Jon Pitts, ext. 56295

 

Applicability:

All employees of MFS and its subsidiaries, with the exception of Four Pillars Capital, Inc. employees, who are subject to a separate code of ethics.

 

Policy Committee Approval:

January 17, 2008

At the direction of the MFS Code of Ethics Oversight Committee (the “Committee”), the above listed personnel and the MFS Investment Management Compliance Department in general, are responsible for implementing, monitoring, amending and interpreting this Code of Ethics.


Table of Contents

 

Overview and Scope

   4

Statement of General Fiduciary Principles

   6

Definitions

   8

Procedural Requirements of the Code Applicable to MFS Employees

   11

Compliance with Applicable Federal Securities Laws

   11

Reporting Violations

   11

Certification of Receipt and Compliance

   11

Use of Preferred Brokers

   12

Reportable Funds Transactions and Holdings

   12

Disclosure of Employee Related Accounts and Holdings

   13

Transactions Reporting Requirements

   13

Discretionary Authorization

   14

Excessive Trading

   14

Use of MFS Proprietary Information

   14

Futures and Related Options on Covered Securities

   14

Initial Public Offerings

   14

Investment Clubs and Investment Contests

   15

Trading Provisions, Restrictions and Prohibitions Applicable to All Access Persons and Investment Personnel

   16

Pre-clearance

   16

Private Placements

   17

Initial Public Offerings

   18

Restricted Securities

   18

Short-Term Trading

   18

Selling Short

   19

Service as a Director

   19

Trading Requirements Applicable to Research Analysts and Portfolio Managers

   20

Portfolio Managers Trading in Reportable Funds

   20

Portfolio Managers Trading Individual Securities

   20


Affirmative Duty to Recommend Suitable Securities

   20

Administration and Enforcement of the Code of Ethics

   21

Applicability of the Code of Ethics’ Provisions

   21

Review of Reports

   21

Violations and Sanctions

   21

Appeal of Sanction(s)

   21

Amendments and Committee Procedures

   21

Beneficial Ownership

   Appendix  A

Reporting Obligations

   Appendix  B

Specific Country Requirements

   Exhibit  A

Access Categorization of MFS Business Units

   Exhibit  B

Security Types and Pre-Clearance and Reporting Requirements

   Exhibit  C

Private Placement Approval Request

   Exhibit  D

Initial Public Offering Approval Request

   Exhibit  E

The following related policies can be viewed by clicking on the links. They are also available on the Compliance Department’s intranet site unless otherwise noted.

 

Note:   The related policies and information are subject to change from time to time.
  MFS Inside Information Policy
  MFS Inside Information Procedures
  MFS Code of Business Conduct
  The Code of Ethics for Personal Trading and Conduct for Non-Management Directors
  The Code of Ethics for the Independent Trustees, Independent Advisory Trustees, and Non-Management Interested Trustees of the MFS Funds and Compass Funds
  MFS Policy of Handling Complaints
  MFS-SLF Ethical Wall Policy
  MFS-Four Pillars Capital, Inc. Ethical Wall Policy
  Current list of MFS’ direct and indirect subsidiaries (located on the Legal Department intranet site)
  Current list of funds for which MFS acts as adviser, sub-adviser or principal underwriter (“Reportable Funds”)


Overview and Scope

MFS’ Code of Ethics (the “Code”) applies to Massachusetts Financial Services Company as well as all of its direct and indirect subsidiaries (collectively, the “MFS Companies”) with the exception of Four Pillars Capital, Inc. which is subject to its own Code of Ethics, and is designed to comply with applicable federal securities laws. The MFS Compliance Department, under the direction of MFS’ Chief Compliance Officer and the Code of Ethics Oversight Committee (the “Committee”), administers this policy.

The provisions of this Code apply to MFS “Employees” (as defined on page 9 in Section II of this Code) wherever located and other persons as designated by the Committee, as detailed on page 6 in Part II of the Definitions section of the Code. In certain non-U.S. countries, local laws or customs may impose requirements in addition to the Code. MFS Employees residing in a country identified in Exhibit A are subject to the applicable requirements set forth in Exhibit A, as updated from time to time. The Code complements MFS’ Code of Business Conduct (see the Table of Contents for a link to this policy and other related policies). As an Employee of MFS, you must follow MFS’ Code of Business Conduct, and any other firm-wide or department specific policies and procedures.

This Code does not apply to directors of MFS who are not also MFS Employees (“MFS Non-Management Directors”) or Trustees/Managers of MFS’ sponsored SEC registered funds who are not also Employees of MFS (“Fund Non-Management Trustees”). MFS Non-Management Directors and Fund Non-Management Trustees are subject to the Code of Ethics for Personal Trading and Conduct for Non-Management Directors and the Code of Ethics for the Independent Trustees, Independent Advisory Trustees, and Non-Management Interested Trustees of the MFS Funds and Compass Funds, respectively (see the Table of Contents for links to these policies). MFS Employees must be familiar, and to the extent possible, comply with the Role Limitations and Information Barrier Procedures of these separate codes of ethics. In addition, MFS Employees must understand and comply with the MFS-SLF Ethical Wall Policy (see the Table of Contents for a link to this policy).

This Code does not apply to employees of Four Pillars Capital, Inc., a subsidiary of MFS, to the extent that employees of Four Pillars Capital, Inc. are subject to the Four Pillars Capital, Inc. Code of Ethics for Personal Trading. In addition, MFS Employees must understand and comply with the MFS-Four Pillars Ethical Wall Policy as in effect from time to time (see the Table of Contents for a link to this policy).

The Code is structured as follows:

 

 

Section I identifies the general purpose of the policy.

 

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Section II defines Employee classifications, Employee Related Accounts, Covered Securities and other defined terms used in the Code.

 

 

Section III details the procedural requirements of the Code which are applicable to MFS Employees.

 

 

Section IV identifies the trading provisions and restrictions of the Code which are applicable to Access Persons and Investment Personnel (as defined in Section II).

 

 

Section V details specific trading prohibitions applicable to Portfolio Managers and Research Analysts (as defined in Section II).

 

 

Section VI outlines the administration of the Code, including the imposition and administration of sanctions.

 

 

Appendix A provides additional guidance and examples of beneficial ownership.

 

 

Appendix B details the specific reporting obligations for Employees.

 

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I. Statement of General Fiduciary Principles

As registered investment advisers, MFS and MFSI owe a fiduciary duty to their advisory clients. MFS Heritage Trust Company (“MHTC”) personnel providing investment advice to the Collective Investment Trusts (“CITs”) owe a fiduciary obligation to the CITs. MFS has elected to extend that duty to MFS Employees who are not employed by MFS, MFSI or MHTC. Therefore, MFS Employees have an obligation to conduct themselves in accordance with the following principles:

 

   

You have a fiduciary duty at all times to avoid placing your personal interests ahead of the interests of MFS’ Clients;

 

   

You have a duty to attempt to avoid actual and potential conflicts of interests between personal activities and MFS’ Clients activities; and

 

   

You must not take advantage of your position at MFS to misappropriate investment opportunities from MFS’ Clients.

As such, your personal financial transactions and related activities, along with those of your family members (and others in a similar relationship to you) must be conducted consistently with this Code and in such a manner as to avoid any actual or potential conflict of interest(s) with MFS’ Clients or abuse of your position of trust and responsibility.

MFS considers personal trading to be a privilege, not a right. When making personal investment decisions, you must exercise extreme care to ensure that the prohibitions of this Code are not violated. Furthermore, you should conduct your personal investing in such a manner that will eliminate the possibility that your time and attention are devoted to your personal investments at the expense of time and attention that should be devoted to your duties at MFS.

In connection with general conduct and personal trading activities, Employees (as defined on page 9 in Section II of the Code) must refrain from any acts with respect to MFS’ Clients, which would be in conflict with MFS’ Clients or cause a violation of applicable securities laws, such as:

 

   

Employing any device, scheme or artifice to defraud;

 

   

Making any untrue statement of a material fact to a client, or omitting to state a material fact to a client necessary in order to make the statement not misleading;

 

   

Engaging in any act, practice or course of business that operates or would operate as a fraud or deceit; or

 

   

Engaging in any manipulative practice.

It is not possible for this policy to address every situation involving MFS Employees’ personal trading. The Committee is charged with oversight and interpretation of the Code in a manner considered fair and equitable, in all

 

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cases with the view of placing MFS’ Clients’ interests paramount. It also bears emphasis that technical compliance with the procedures, prohibitions and limitations of the Code will not automatically insulate you from scrutiny of, or sanctions for, securities transactions which abuse your fiduciary duty to any MFS Client.

 

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II. Definitions

The definitions are designed to help you understand the application of the Code to MFS Employees, and in particular, your situation. These definitions are an integral part of the Code and a proper understanding of them is necessary to comply with the Code. Please contact the Compliance Department if you have any questions. The specific requirements of the Code begin on page 10. Please refer back to these definitions as you read the Code.

 

  A. Categories of Personnel

 

  1. Investment Personnel means and includes:

 

  a) Employees in the Equity and Fixed Income Departments, including portfolio managers, research analysts, traders, support staff, etc.;

 

  b) Other persons designated as Investment Personnel by MFS’ Chief Compliance Officer (“CCO”), MFS’ Conflicts Officer (“Conflicts Officer”) or their designee(s), or the Code of Ethics Oversight Committee (“Committee”).

 

  2. Portfolio Managers are Employees who are primarily responsible for the day-to-day management of a portfolio). Research Analysts (defined below) are deemed to be Portfolio Managers with respect to any portfolio or discrete portion of any portfolio managed collectively by a committee of Research Analysts (e.g . , MFS Research Fund).

 

  3. Research Analysts are Employees whose assigned duties solely are to make investment recommendations to or for the benefit of any portfolio.

 

  4. Access Persons are those Employees, who, (i) in the ordinary course of their regular duties, make, participate in or obtain information regarding the purchase or sale of securities by any MFS Client; (ii) have access to nonpublic information regarding any MFS Client’s purchase or sale of securities; (iii) have access to nonpublic information regarding the portfolio holdings of any MFS Client; (iv) have involvement in making securities recommendations to any MFS Client or have access to such recommendations that are nonpublic; or (v) have otherwise been designated as Access Persons by MFS’ CCO, MFS’ Conflicts Officer or their designee(s), or the Committee. All Investment Personnel (including Portfolio Managers and Research Analysts) are also Access Persons. Please see Exhibit B for the Access Person designations of MFS’ Employees.

 

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  5. Non-Access Persons are MFS Employees who are not categorized as Access Persons or Investment Personnel.

 

  6. MFS Employees, or Employee, are all officers, directors (who are also MFS Employees) and employees of the MFS Companies, and such other persons as designated by the Committee. MFS Employees, or Employee, excludes employees of Four Pillars Capital, Inc. solely to the extent that such employees are subject to a separate code of ethics.

 

  7. FINRA Affiliated Person is an Employee who is also associated with a FINRA-member firm, or licensed by the FINRA.

 

  8. Covered Person means a person subject to the provisions of this Code. This includes MFS Employees and their related persons, such as spouses and minor children, as well as other persons designated by the CCO or Conflicts Officer, or their designee(s), or the Committee (who shall be treated as MFS Employees, Access Persons, Non-Access Persons, Portfolio Managers or Research Analysts, as designated by the CCO or Conflicts Officer, or their designees(s), or the Committee). Such persons may include fund officers, consultants, contractors and employees of Sun Life Financial, Inc. providing services to MFS.

 

  B. Accounts are all brokerage accounts (excluding 529 Plans) and Reportable Fund accounts.

 

  C. Employee Related Account of any person covered under this Code includes but is not limited to:

 

  1. The Employee’s own Accounts and Accounts “beneficially owned” by the Employee as described below;

 

  2. The Employee’s spouse/domestic partner’s Accounts and the Accounts of minor children and other relatives living in the Employee’s household;

 

  3. Accounts in which the Employee, his/her spouse/domestic partner, minor children or other relatives living in their household have a beneficial interest (i.e., share in the profits even if there is no influence on voting or disposition of the shares); and

 

  4. Accounts (including corporate Accounts and trust Accounts) over which the Employee or his/her spouse/domestic partner or other relatives in the Employee’s household exercises investment discretion or direct or indirect influence or control.

See Appendix A for a more detailed discussion of beneficial ownership. For additional guidance in determining beneficial ownership, contact the Compliance Department.

 

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Any person subject to this Code is responsible for compliance with these rules with respect to any Employee Related Account, as applicable.

 

  D. Automatic Investment Plan means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocation. This includes a dividend reinvestment plan and payroll and MFS contributions to the MFS retirement plans.

 

  E. CCO means MFS’ Chief Compliance Officer.

 

  F. Committee means the Code of Ethics Oversight Committee.

 

  G. Conflicts Officer means MFS’ Conflicts Officer.

 

  H. Covered Securities are generally all securities. See Exhibit C for application of the Code to the various security types and for a list of securities which are not Covered Securities.

 

  I. IPO means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or (if necessary) a foreign financial regulatory authority.

 

  J. MFS Client includes any advisory client of the MFS Companies .

 

  K. Private Placement means a securities offering that is exempt from registration under certain provisions of the U.S. securities laws and/or similar laws of non-U.S. jurisdictions (if you are unsure whether the securities are issued in a private placement, you must consult with the Compliance Department).

 

  L. Portfolio means any fund or account or any discrete portion of a fund or account of a MFS Client.

 

  M. Reportable Fund means any fund for which a MFS Company acts as investment adviser, sub-adviser or principal underwriter. Such funds include MFS’ retail funds, MFS Variable Insurance Trust, MFS Institutional Trust, MFS/Sun Life Series Trust, Compass Variable Accounts, and funds for which MFS serves as sub-adviser, as well as MFS offshore funds (e.g., MFS Meridian Funds). See the Table of Contents for a link to the list of Reportable Funds.

 

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III. Procedural Requirements of the Code Applicable to MFS Employees (Non-Access Persons, Access Persons and Investment Personnel)

 

  A. Compliance with Applicable Federal Securities Laws.

The MFS Companies are subject to extensive regulation. As an MFS Employee, you must comply not only with all applicable federal securities laws but all applicable firm-wide policies and procedures, including this Code, which may be, on occasion, more restrictive than applicable federal securities laws. MFS Employees resident outside the U.S. must also comply with local securities laws (see Exhibit A for specific country requirements). In addition, MFS Employees must be sensitive to the need to recognize any conflict, or the appearance of a conflict, of interest between personal activities and activities conducted for the benefit of MFS clients, whether or not covered by the provisions of this policy.

 

  B. Reporting Violations.

MFS Employees are required to report any violation, whether their own or another individual’s, of the Code, Inside Information Policy and related procedures, Code of Business Conduct or MFS’ Business Gift and Entertainment Policy, and any amendments thereto (collectively, the “Conduct Policies”). Reports of violations other than your own may be made anonymously and confidentially to the MFS Corporate Ombudsman, as provided for in the MFS Policy of Handling Complaints (see the Table of Contents for a link to this policy). Alternatively, you may contact the CCO or the Conflicts Officer or their designee(s).

 

  C. Certification of Receipt and Compliance.

 

  1. Initial Certification (New Employee)

Each new MFS Employee will be given copies of the Conduct Policies. Within 10 calendar days of commencement of employment, each new Employee must certify that they have read and understand the provisions of the Conduct Policies. This certification must be completed using the Code of Ethics system at https://mfs.ptaconnect.com . The Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using paper forms.

 

  2. Quarterly Certification of Compliance.

On a quarterly basis, Employees will be expected to certify that they: (i) have received copies of the then current Conduct Policies; (ii) have read and understand the Conduct Policies and recognize that they are subject to their requirements; and (iii) have complied with all

 

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applicable requirements of the Conduct Policies. This certification shall apply to all Employee Related Accounts, and must be completed using the Code of Ethics system at https://mfs.ptaconnect.com . The Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form.

 

  D. Use of Preferred Brokers

Employees located in U.S. are required to maintain Employee Related Accounts at, and execute all transactions in Covered Securities through, one or more broker-dealers as determined by the Committee. (A list of preferred brokers is located on https://mfs.ptaconnect.com ). New Employees should initiate a transfer of Employee Related Accounts to one or more of the preferred brokers within 45 days of their hire date. Upon opening such an Account, Employees are required to disclose the Account to the Compliance Department. MFS Employees must also agree to allow the broker-dealer to provide the Compliance Department with electronic reports of Employee Related Accounts and transactions executed therein and to allow the Compliance Department to access all Account information.

Employees are required to receive approval from the Committee to maintain an Employee Related Account with broker-dealers other than those on the preferred list. Permission to open or maintain an Employee Related Account with a broker-dealer other than those on the list of approved brokers will not be granted or may be revoked if, among other things, transactions are not reported as described below in Transactions Reporting Requirements, Section III. G. The Committee may grant or withhold approval to Employees to open or maintain an Employee Related Account with broker-dealers other than those on the preferred list in its sole discretion. Employees should not have any expectation that the Committee will grant approval to open or maintain an Employee Related Account with any broker-dealer other than one on the preferred list.

 

  E. Reportable Funds Transactions and Holdings

Employees are required to purchase and maintain investments in Reportable Funds sponsored by MFS through MFS, or another entity designated by MFS for Reportable Funds not available for sale in the U.S. Transactions and holdings in sub-advised Reportable Funds or Reportable Funds not available for sale in the U.S. must be reported as described below. (See the Table of Contents for a link to the list of products sub-advised by MFS.)

 

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In addition, MFS Employees are subject to the same policies against excessive trading that apply for all shareholders in Reportable Funds. These policies, which are described in the Reportable Funds’ prospectuses, are subject to change.

 

  F. Disclosure of Employee Related Accounts and Holdings (for details on the specific reporting obligations, see Appendix B)

 

  1. Initial Report

Each new Employee must disclose to the Compliance Department all Employee Related Accounts and all holdings in Covered Securities whether or not held in an Employee Related account within 10 calendar days of their hire. This report must be made using the Code of Ethics system at https://mfs.ptaconnect.com . The Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form. The report must contain information that is current as of a date no more than 45 days prior to the date the report is submitted. Also, any Employee Related Accounts newly associated with an Employee, through marriage or any other life event, must be disclosed promptly, typically within 10 days of the event.

 

  2. Annual Update

On an annual basis, Employees will be required to make an annual update of their Employee Related Accounts and all holdings in Covered Securities, whether or not held in an Employee Related Account. The report must contain information that is current as of a date no more than 45 days prior to the date the report is submitted.

 

  G. Transactions Reporting Requirements

Each Employee must either report and/or verify all transactions in Covered Securities. Reports must show any purchases or sales for all Covered Securities whether or not executed in an Employee Related Account. Reports must show any purchases or sales for all Covered Securities. Employees must submit a quarterly report within 30 days of calendar quarter end even if they had no transactions in Covered Securities within the quarter. Reports must be submitted using the Code of Ethics system at https://mfs.ptaconnect.com . The Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form. For purposes of this report, transactions in Covered Securities that are effected in Automatic Investment Plans need not be reported.

 

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  H. Discretionary Authorization

Generally, Employees are prohibited from exercising discretion over accounts in which they have no beneficial interest. Under limited circumstances, and only with prior written approval from the Compliance Department, an Employee may be permitted to exercise such discretion. In addition, Employees must receive prior written approval from the Compliance Department before: (i) assuming power of attorney related to financial or investment matters for any person or entity; or (ii) accepting a position on an investment committee for any entity. Further, Employees must notify the Compliance Department upon becoming an executor or trustee of an estate.

 

  I. Excessive Trading

Excessive or inappropriate trading that interferes with job performance or compromises the duty that MFS owes to MFS Clients will not be permitted. An unusually high level of personal trading is strongly discouraged and may be monitored by the Compliance Department and reported to senior management for review. A pattern of excessive trading may lead to disciplinary action under the Code.

 

  J. Use of MFS Proprietary Information

MFS’ investment recommendations and other proprietary information are for the exclusive use of MFS Clients. Employees should not use MFS’ proprietary information for personal benefit. Any pattern of personal trading suggesting use of MFS’ proprietary information will be investigated by the Compliance Department. Any misuse or distribution in contravention of MFS policies of MFS’ investment recommendations is prohibited.

 

  K. Futures and Related Options on Covered Securities

Employees are prohibited from using futures or related options on a Covered Security to evade the restrictions of this Code. Employees may not use futures or related options transactions with respect to a Covered Security if the Code would prohibit taking the same position directly in the Covered Security.

 

  L. Initial Public Offerings

Employees who are also FINRA Affiliated Persons are prohibited from purchasing equity securities in an IPO.

 

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  M. Investment Clubs and Investment Contests

MFS generally prohibits Employees from direct or indirect participation in an investment club, or investment contest. These prohibitions extend to the direct or indirect acceptance of payment or offers of payments of compensation, gifts, prizes or winnings as a result of participation in such activities. Employees should understand that this prohibition applies with equal force to an investment contest in which contest winners do not win a prize with any monetary value.

 

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IV. Trading Provisions, Restrictions and Prohibitions Applicable to All Access Persons and Investment Personnel (collectively, “Access Persons” unless otherwise noted)

 

  A. Pre-clearance

Access Persons must pre-clear before effecting a personal transaction in any Covered Security, except for Reportable Funds. Note: All closed-end funds, including closed-end funds managed by MFS, must be pre-cleared.

Generally, a pre-clearance request will not be approved if it would appear that the trade could have a material influence on the market for that security or would take advantage of, or hinder, trading by any MFS Client within a reasonable number of days. Additionally, any pre-clearance request may be evaluated to determine compliance with other provisions of the Code relevant to the trade or as market or other conditions warrant.

To avoid inadvertent violations, good-till-cancelled orders are not permitted.

Pre-clearance requests will generally be limited to US trading hours with the exception of international employees where pre-clearance is permitted during a specific time-frame as determined by the Code of Ethics Oversight Committee.

 

   

Information regarding current pre-clearance hours is available on the Code of Ethics system at https://mfs.ptaconnect.com .

Pre-clearance approval is good for the same business day authorization is granted, with the exception of employees in Japan, Hong Kong, or Singapore (Asia).

 

   

In order to pre-clear, an Access Person must enter his/her trade request in to the Code of Ethics system ( https://mfs.ptaconnect.com ) on the day they intend to trade.

By seeking pre-clearance, Access Persons will be deemed to be advising the Compliance Department that they (i) do not possess any material, nonpublic information relating to the security or issuer of the security; (ii) are not using knowledge of any proposed trade or investment program relating to any MFS Client portfolio for personal benefit; (iii) believe the proposed trade is available to any similarly situated market participant on the same terms; and (iv) will provide any relevant information requested by the Compliance Department.

 

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Pre-clearance may be denied for any reason. An Access Person is not entitled to receive any explanation or reason if their pre-clearance request is denied.

Pre-clearance is not required for the below list of transactions. Please see Exhibit C for whether these transactions need to be reported:

 

   

Purchases or sales that are not voluntary; which include, but are not limited to tender offers, transactions executed by a broker to cover a negative cash balance in an account, broker disposition of fractional shares and debt maturities. These exclude transactions executed as a result of a margin call or forced cover of a short position.;

 

   

Purchases or sales which are part of an Automatic Investment Plan that has been disclosed to the Compliance Department in advance;

 

   

Transactions in securities not covered by this Code, or other security types for which pre-clearance is not required (see Exhibit C); and

 

   

Subject to prior approval from the Committee, trades in an account where investment discretion is delegated to an independent third party.

 

  B. Private Placements

Access Persons must obtain prior approval from the Compliance Department before participating in a Private Placement. The Compliance Department will consult with the Committee and other appropriate parties in evaluating the request. To request prior approval, Access Persons must provide the Compliance Department with a completed Private Placement Approval Request (see Exhibit D).

If the request is approved, the Access Person must report the trade on the Quarterly Transaction Report and report the holding on the Annual Holdings Report (see Section III. F. and Section III. G.).

If the Access Person is also a Portfolio Manager and has a material role in the subsequent consideration of securities of the issuer (or one that is affiliated) by any MFS Client portfolio after being permitted to make a Private Placement, the following steps must be taken:

 

  1. The Portfolio Manager must disclose the Private Placement interest to a member of MFS’ Investment Management Committee.

 

  2.

An independent review by the Compliance Department in conjunction with other appropriate parties must be obtained for any subsequent decision to buy any securities of the issuer (or one that is affiliated) for the Portfolio Manager’s assigned client

 

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portfolio(s) before buying for the portfolio(s). The review must be performed by the Compliance Department in consultation with other appropriate parties.

 

  C. Initial Public Offerings

Access Persons are generally prohibited from purchasing securities in either an IPO or a secondary offering. Under limited circumstances and only with prior approval from the Compliance Department, in consultation with the Committee and/or other appropriate parties, certain Access Persons may purchase equity securities in an IPO or a secondary offering, provided the Compliance Department and/or other appropriate parties determines such purchase does not create a reasonable prospect of a conflict of interest with any Portfolio. To request permission to purchase equity securities in an IPO or a secondary equity offering, the Access Person must provide the Compliance Department with a completed request form (see Exhibit E). To request permission to purchase new issues of fixed income securities, the Access Person must pre-clear the security using the Code of Ethics system at https://mfs.ptaconnect.com .

 

  D. Restricted Securities.

Access Persons may not trade for their Employee Related Accounts securities of any issuer that may be on any complex-wide restriction list maintained by the Compliance Department.

 

  E. Short-Term Trading

All Access Persons are prohibited from profiting from the purchase and sale (or sale and purchase) of the same or equivalent Covered Security within 60 calendar days. Profits from such trades must be disgorged (surrendered) in a manner acceptable to MFS. Any disgorgement amount shall be calculated by the Compliance Department, the calculation of which shall be binding. This provision does not apply to:

 

   

Transactions in Covered Securities that are exempt from the pre-clearance requirements described above (see Exhibit C);

 

   

Transactions executed in Employee Related Accounts that, with prior approval from the Compliance Department, are exempt from pre-clearance; or

 

   

Transactions effected through an Automatic Investment Plan.

 

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  F. Selling Short

Access Persons must not sell short.

 

  G. Service as a Director

Access Persons must obtain prior approval from the Compliance Department to serve on a board of directors or trustees of a publicly traded company or a privately held company that is reasonably likely to become publicly traded within one year from the date the Access Person joined the board. In the event an Access Person learns that a privately held company for which the Access Person serves as a director or trustee plans to make a public offering, the Access Person must promptly notify the Compliance Department. Access Persons serving as directors or trustees of publicly traded companies may be isolated from other MFS Employees through “information barriers” or other appropriate procedures.

Access Persons who would like to serve on a board of directors or trustees of a non-profit organization or a privately held company that is not reasonably likely to become publicly traded within one year from the date the Access Person joined the board should refer to the Code of Business Conduct prior to participating in the outside activity.

 

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V. Trading Requirements Applicable to Research Analysts and Portfolio Managers

 

  A. Portfolio Managers Trading in Reportable Funds

No Portfolio Manager shall buy and sell (or sell and buy) shares within 14 calendar days for his or her Employee Related Accounts of any Reportable Fund with respect to which he or she serves as a Portfolio Manager. This provision does not apply to transactions effected through an Automatic Investment Plan.

 

  B. Portfolio Managers Trading Individual Securities

Portfolio Managers are prohibited from trading a security for their Employee Related Accounts (a) for seven calendar days after a transaction in the same or equivalent security in a Portfolio for which he or she serves as Portfolio Manager and (b) for seven calendar days before a transaction in the same or similar security in a Portfolio for which he or she serves as Portfolio Manager if the Portfolio Manager had reason to believe that such Portfolio was reasonably likely to trade the same or similar security within seven calendar days after a transaction in the Portfolio Manager’s Employee Related Accounts. If a Portfolio Manager receives pre-clearance authorization to trade a security in his or her Employee Related Account, and subsequently determines that it is appropriate to trade the same or equivalent security in a Portfolio for which the Employee serves as Portfolio Manager, the Portfolio Manager must contact the Compliance Department prior to executing any trades for his or her Employee Related Account and/or Portfolio.

 

  C. Affirmative Duty to Recommend Suitable Securities

Research Analysts have an affirmative duty to make unbiased and timely recommendations to MFS Clients. A Research Analyst is prohibited from trading a security he or she covers, or is assigned to cover, in an Employee Related Account if he or she has not communicated information material to an investment decision about that security to MFS Clients in a research note. In addition, Research Analysts are prohibited from refraining to make timely recommendations of securities in order to avoid actual or potential conflicts of interest with transactions in those securities in Employee Related Accounts. For purposes of this and similar provisions herein, including information in a research note or a revised research note constitutes communication to a client of the MFS Companies.

 

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VI. Administration and Enforcement of the Code of Ethics

 

  A. Applicability of the Code of Ethics’ Provisions

The Committee, or its designee(s), has the discretion to determine that the provisions of the Code of Ethics policy do not apply to a specific transaction or activity. The Committee will review applicable facts and circumstances of such situations, such as specific legal requirements, contractual obligations or financial hardship. Any Employee who would like such consideration must submit a request in writing to the Compliance Department.

 

  B. Review of Reports

The Compliance Department will regularly review and monitor the reports filed by Covered Persons. Employees and their supervisors may or may not be notified of the Compliance Departments review.

 

  C. Violations and Sanctions

Any potential violation of the provisions of the Code or related policies will be investigated by the Compliance Department, or, if necessary, the Committee. If a determination is made that a violation has occurred, a sanction may be imposed. Sanctions may include, but are not limited to one or more of the following: a warning letter, fine, profit surrender, personal trading ban, termination of employment or referral to civil or criminal authorities. Material violations will be reported promptly to the respective boards of trustees/managers of the Reportable Funds or relevant committees of the boards.

 

  D. Appeal of Sanction(s)

Employees deemed to have violated the Code may appeal the determination by providing the Compliance Department with a written explanation within 30 days of being informed of the outcome. If appropriate, the Compliance Department will review the matter with the Committee. The Employee will be advised whether the sanction(s) will be imposed, modified or withdrawn. Such decisions on appeals are binding. The Employee may elect to be represented by counsel of his or her own choosing and expense.

 

  E. Amendments and Committee Procedures

The Committee will adopt procedures that will include periodic review of this Code and all appendices and exhibits to the Code. The Committee may, from time to time, amend the Code and any appendices and

 

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exhibits to the Code to reflect updated business practice. The Committee shall submit any such amendments to MFS’ Internal Compliance Controls Committee. In addition, the Committee shall submit any material amendments to this Code to the respective boards of trustees/managers of the Reportable Funds, or their designees, for approval no later than 6 months after adoption of the material change.

 

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Appendix A

Beneficial Ownership

MFS’ Code of Ethics (the “Code”) states that the Code’s provisions apply to accounts beneficially owned by the Employee, as well as accounts under direct or indirect influence or control of the Employee. Essentially, a person is considered to be a beneficial owner of accounts or securities when the person has or shares direct or indirect pecuniary interest in the accounts or securities. Pecuniary interest means that a person has the ability to profit, directly or indirectly, or share in any profit from a transaction. Indirect pecuniary interest extends to, but is not limited to:

 

   

Accounts and securities held by immediate family members sharing the same household; and

 

   

Securities held in trust (certain exceptions may apply).

In addition, an Employee may be considered a beneficial owner of an account or securities when the Employee can exercise direct or indirect investment control.

Practical Application

 

 

If an adult child is living with his or her parents: If the child is living in the parents’ house, but does not financially support the parent, the parents’ accounts and securities are not beneficially owned by the child. If the child works for MFS and does not financially support the parents, accounts and securities owned by the parents are not subject to the Code. If, however, one or both parents work for MFS, and the child is supported by the parent(s), the child’s accounts and securities are subject to the Code because the parent(s) is a beneficial owner of the child’s accounts and securities.

 

 

Co-habitation (domestic partnership): Accounts where the employee is a joint owner, or listed as a beneficiary, are subject to the Code. If the Employee contributes to the maintenance of the household and the financial support of the partner, the partner’s accounts and securities are beneficially owned by the employee and are therefore subject to the Code.

 

 

Co-habitation (roommate): Generally, roommates are presumed to be temporary and have no beneficial interest in one another’s accounts and securities.

 

 

UGMA/UTMA accounts: If the Employee, or the Employee’s spouse, is the custodian for a minor child, the account is beneficially owned by the Employee. If someone other than the Employee, or the Employee’s spouse, is the custodian for the Employee’s minor child, the account is not beneficially owned by the Employee.

 

 

Transfer On Death accounts (“TOD accounts”): TOD accounts where the Employee becomes the registrant upon death of the account owner are not beneficially owned by the Employee until the transfer occurs (this particular account registration is not common).

 

A - 1


Appendix A

 

 

Trusts:

 

   

If the Employee is the trustee for an account where the beneficiaries are not immediate family members, the position should be reviewed in light of outside business activity (see the Code of Business Conduct) and generally will be subject to case-by-case review for Code applicability.

 

   

If the Employee is a beneficiary and does not share investment control with a trustee, the Employee is not a beneficial owner until the trust is distributed.

 

   

If an Employee is a beneficiary and can make investment decisions without consultation with a trustee, the trust is beneficially owned by the Employee.

 

   

If the Employee is a trustee and a beneficiary, the trust is beneficially owned by the Employee.

 

   

If the Employee is a trustee, and a family member is beneficiary, then the account is beneficially owned by the Employee.

 

   

If the Employee is a settlor of a revocable trust, the trust is beneficially owned by the Employee.

 

   

If the Employee’s spouse/domestic partner is trustee and beneficiary, a case-by-case review will be performed to determine applicability of the Code.

 

 

College age children: If an Employee has a child in college and still claims the child as a dependent for tax purposes, the Employee is a beneficial owner of the child’s accounts and securities.

 

 

Powers of attorney: If an Employee has been granted power of attorney over an account, the Employee is not the beneficial owner of the account until such time as the power of attorney is activated.

 

A - 2


Appendix B

Reporting Obligations

Note: Employees must submit all required reports using the Code of Ethics system at https://mfs.ptaconnect.com . The Committee may, at its discretion, determine that this reporting requirement may be fulfilled instead using a paper form. The electronic reports on the Code of Ethics system meet the contents requirements listed below in Sections A.1. and B.1.

 

A. Initial and Annual Holdings Reports

Employees must file initial and annual holdings reports (“Holdings Reports”) as follows.

 

  1. Content of Holdings Reports

 

   

The title, number of shares and principal amount of each Covered Security;

 

   

The name of any broker or dealer with whom the Employee maintained an account in which ANY securities were held for the direct or indirect benefit of the Employee; and

 

   

The date the Employee submits the report.

 

  2. Timing of Holdings Reports

 

   

Initial Report - No later than 10 days after the person becomes an Employee. The information must be current as of a date no more than 45 days prior to the date the person becomes an Employee.

 

   

Annual Report - Annually, and the information must be current as of a date no more than 45 days before the report is submitted.

 

  3. Exceptions from Holdings Report Requirements

No holdings report is necessary:

 

   

For holdings in securities that are not Covered Securities; or

 

B - 1


Appendix B

 

   

For securities held in accounts over which the Access Person had no direct or indirect influence or control.

 

B. Quarterly Transaction Reports

Employees must file a quarterly transactions report (“Transactions Report”) with respect to:

 

  (i) any transaction during the calendar quarter in a Covered Security in which the Employee had any direct or indirect beneficial ownership; and

 

  (ii) any account established by the Employee during the quarter in which ANY securities were held during the quarter for the direct or indirect benefit of the Employee.

Brokerage statements may satisfy the Transactions Report obligation provided that they contain all the information required in the Transactions Report and are submitted within the requisite time period as set forth below.

 

  1. Content of Transactions Report

 

  a. For Transactions in Covered Securities

 

   

The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Covered Security involved;

 

   

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

 

   

The price of the Covered Security at which the transaction was effected;

 

   

The name of the broker, dealer or bank with or through which the transaction was effected; and

 

   

The date the report was submitted by the Employee.

 

  b. For Newly Established Accounts Holding ANY Securities

 

   

The name of the broker, dealer or bank with whom the Employee established the account;

 

B - 2


Appendix B

 

   

The date the account was established; and

 

   

The date the report was submitted by the Employee.

 

  2. Timing of Transactions Report

No later than 30 days after the end of the calendar quarter.

 

  3. Exceptions from Transactions Report Requirements

No Transactions Report is necessary:

 

   

For transactions in securities that are not Covered Securities;

 

   

With respect to securities held in accounts over which the Access Person had no direct or indirect influence or control; or

 

   

With respect to transactions effected pursuant to an Automatic Investment Plan.

 

B - 3


Exhibit A

Specific Country Requirements

(For MFS Employees Located in Offices Outside of the U.S.)

United Kingdom

The UK Financial Services Authority rules on personal account dealing are contained in Chapter 11 of the FSA Handbook’s Conduct of Business Sourcebook (“COBS). Further details of the compliance requirements in relation to COBS are in the MFS International UK Ltd (“MIL UK”) Compliance Manual.

As an investment management organization, MIL UK has an obligation to implement and maintain a meaningful policy governing the investment transactions of its employees (including directors and officers). In accordance with COBS 11.7.1R, this policy is intended to minimize conflicts of interest, and the appearance of conflicts of interest, between the employees and clients of MIL UK, as well as to effect compliance with the provisions of part (V) of the Criminal Justice Act 1993, which relates to insider dealing, and part (VIII) of the Financial Services and markets Act 2000, which relates to market abuse and the FSA’s Code of Market Conduct. This policy is detailed in the MIL UK Compliance Manual, which should be read in conjunction with this Code.

Under COBS, MIL UK must take reasonable steps to ensure that any investment activities conducted by employees do not conflict with MIL UK’s duties to its customers. In ensuring this is and continues to be the case, MIL UK must ensure it has in place processes and procedures which enable it to identify and record any employee transactions and permission to continue with any transaction is only given where the requirements of COBS are met.

In addition, in respect of UK-based employees, spread betting on securities is prohibited.

For specific guidance, please contact Marc Marsdale, Compliance Officer – UK & Europe.

Japan

MIMkk, MFS’ subsidiary in Japan, and its employees, are under supervision of Japanese FSA and Kantoh Local Financial Bureau as the investment manager registered in Japan. MIMkk and its employees are regulated by the following, from the viewpoint of the Code:

 

   

Financial Instruments Exchange Law, Chapter VI – Regulations for Transactions, etc. of Securities.

 

   

Guideline for Prohibition of Insider Trading by Japan Securities Investment Advisers Association (“JSIAA”).

For specific guidance, please contact Hirata Yasuyuki, MIMkk’s Compliance Officer.

 

Exhibit A - 1


Exhibit A

 

Spain

MFS International (UK) Limited, Sucursal en España (“MIL Spain”), is the branch in Spain of MFS International (UK) Limited (“MIL UK”), an investment services undertaking domiciled in the United Kingdom. MIL Spain is registered in the Register of Branches of Foreign Investment Services Undertakings at the Spanish Securities Market Commission (Comisión Nacional del Mercado de Valores—“CNMV”) and is authorised to engage in certain investment activities in Spain. MIL Spain has prepared Internal Conduct Regulations (hereinafter, the “ICR”) which, together with the General Code of Conduct annexed to Royal Decree 629/1993, of 3 May, the Ministerial Order of 7 October 1999 implementing the general code of conduct and rules for acting in the management of investment portfolios and the MFS Code of Business Conduct and related policies including the MFS Code of Ethics, constitute the rules of conduct applicable to MIL Spain.

Chapter 6 of the MIL Spain ICR deals generally with personal account dealing for employees of MIL Spain. Chapter 6 incorporates by reference and makes applicable to all MIL Spain employees the MFS Code of Ethics. MIL Spain employees should review the ICR, and for specific guidance should contact Marc Marsdale, Compliance Officer – UK & Europe.

 

Exhibit A - 2


Exhibit B

Access Categorization of MFS Business Units

Business Units Designated as “Access Person”

 

 

Management Group

 

 

Risk Management

 

 

Fund Treasury

 

 

Global Investment Support

 

 

Global Investment Technology

 

 

Internal Audit

 

 

Email Review

 

 

Legal

 

 

MIL

 

 

Compliance

 

 

MFSI

 

 

Investment Services

 

 

Information Technology

 

 

MFD – Dealer Relations

 

 

MFD – Sales Desks

 

 

MFD Field Force

 

 

MFD – Marketing

 

 

RFP & Proposals Center

 

 

ISG

 

 

PPM

 

 

Employees who are members of the Management Committee, the Operations Committee or the Senior Leadership Team

 

 

Employees who have access to Investment Research System, the equity trading system or the fixed income trading system.

 

 

Employees who have access to any system containing information related to current portfolio holdings.

 

Exhibit B - 1


Exhibit C

Security Types and Pre-Clearance and Reporting Requirements

(This list is not all inclusive and may be updated from time to time. Contact the

Compliance Department for additional guidance.)

 

Exhibit C - 1


Security Type

  

Pre-clearance

Required?

  

Transactions

and Holdings

Reporting

Required?

Open-end investment companies which are not Reportable Funds    No    No
Non-MFS 529 Plans    No    No
Reportable Funds (excluding MFS money market funds)    No    Yes
Closed-end funds (including MFS closed-end funds)    Yes    Yes
Equity securities    Yes    Yes
Municipal bond securities    Yes    Yes
Corporate bond securities    Yes    Yes
High yield bond securities    Yes    Yes
U.S. Treasury Securities and other obligations backed by the good faith and credit of the U.S. government    No    No
Debt obligations that are NOT backed by the good faith and credit of the U.S. government (such as Fannie Mae bonds)    Yes    Yes
Foreign government issued securities    No    Yes
Money market instruments, including commercial paper, bankers’ acceptances, certificates of deposit and repurchase agreements, auction-rate preferred and short-term fixed income securities with a maturity of less than one year    No    No
Private placements (including real estate limited partnerships or cooperatives)    No*    Yes
Variable rate demand obligations and municipal floaters    No    No
Options on foreign currency traded on a national securities exchange    No    Yes
Options on foreign currency traded over-the-counter or on futures exchanges    No    No
Commodities and options and futures on commodities    No    No
Forwards contracts other than forwards on securities    No    No
Unit investment trusts which are exclusively invested in one or more open-end funds, none of which are Reportable Funds    No    No
MFS stock and shares of Sun Life of Canada (U.S.) Financial Services Holdings, Inc.    No    No**
Sun Life Financial Inc.    No    Yes
Certain exchange traded funds categorized as broad based by the AMEX, NYSE or NASDAQ. The list is posted on the PTA site or https://mfs.ptaconnect.com    No    Yes
Options on certain security indexes. The list is posted on the PTA site or https://mfs.ptaconnect.com    No    Yes
Options and forwards contracts on securities    Yes    Yes

 

Exhibit C - 2


Exhibit C

 

 

* Note that while transactions in these securities are not required to be pre-cleared using the Code of Ethics Online system, you must obtain prior approval from the Compliance Department before participating in a private placement. See Section IV. B. of the Code of Ethics.
** MFS and Sun Life private stock are considered to be Covered Securities under the terms of this Code. Employees need not report such stock on transactions or holdings reports pursuant to SEC No-Action Letter, Investment Company Institute, November 27, 2000.

 

Exhibit C - 3


Exhibit D

Private Placement Approval Request

Please Print.

 

Employee Name:   

 

  
Employee Position:   

 

  
MFS Phone Extension:   

 

  
Name of Company:   

 

Dollar amount of private placement:   

 

Dollar amount of your intended investment:   

 

Does this company have publicly traded securities?   ¨   Yes     ¨   No

 

How were you offered the opportunity to invest in this private placement?   

 

 

 

 

  
What is the nature of your relationship with the individual or entity?   

 

 

 

 

  

 

Was the opportunity because of your position with MFS?   

 

Would it appear to the SEC or other parties that you are being offered the opportunity to participate in an exclusive, very limited
offering as a way to curry favor with you or your colleagues at MFS?   

 

Are you inclined to invest in the private placement on behalf of the funds/accounts you manage?

 

¨   Yes    ¨    No

Would any other MFS funds/accounts want to invest in this private placement?

 

¨   Yes    ¨    No

 

Date you require an answer:   

 

 

Attachments:    ¨   business summary    ¨   prospectus    ¨   offering memorandum

Compliance Use Only

 

¨   Approved    ¨   Denied      

 

 

    

 

Signature      Date

 

    

 

Equity Or Fixed Income Signature      Date

 

Exhibit D - 1


Exhibit E

Initial Public Offering Approval Request

Please Print.

 

Employee Name:  

 

  Employee Position:  

 

 

MFS Phone Extension:  

 

 

 

Name of Company:  

 

 

Aggregate Dollar amount of IPO:  

 

  Dollar amount of your intended investment:  

 

 

Maximum number of shares you intend to purchase?  

 

 

Is your spouse an employee of the company?
¨   Yes     ¨   No
Is your spouse being offered the opportunity to participate in the IPO solely as a result of his or her employment by the company?
¨   Yes     ¨   No If no, please explain.     ¨   Not Applicable

 

 

Does the ability to participate in the IPO constitute a material portion of your spouse’s compensation for being employed by the company?
¨   Yes     ¨   No             ¨   Not Applicable
Could it appear to the SEC or other parties that you (or your spouse) are being offered the opportunity to participate in the IPO because of your position at MFS or as a way to curry favor with MFS?
¨   Yes     ¨   No If yes, please explain:

 

 

Are the IPO shares being offered to your spouse as part of a separate pool of shares allocable solely to company employees?
¨   Yes     ¨   No             ¨   Not Applicable
Are such shares part of a so-called “friends and family” or directed share allocation?
¨   Yes     ¨   No
If your spouse chooses not to participate in the IPO, will the shares that your spouse chooses not to purchase be re-allocated to the general public or to other company insiders?
¨   General Public         ¨ Other Company Insiders         ¨   Not Applicable
If you are a portfolio manager, are the funds/accounts you manage likely to participate in the IPO?
¨   Yes     ¨   No
If you are a portfolio manager, are you aware of other funds/account that would be likely to participate in the IPO?
¨   Yes     ¨   No
Are there any other relevant facts or issues that MFS should be aware of when considering your request?
¨   Yes     ¨   No If yes, please explain:

 

Exhibit E - 1


Exhibit E

 

Date you require an answer:                                  ,              . (Note: because IPO approval requests often require additional information and conversations with the company and the underwriters, MFS needs at least three full business days to consider such requests.)

Name and address of IPO lead underwriter, and contact person (if available):

 

 

 

Attachments:         ¨   offering memorandum     ¨   underwriters’ agreement     ¨   other materials describing eligibility to participate in IPO.

Compliance Use Only

 

¨   Approval    ¨   Denied         

 

 

    

 

Signature      Date

 

    

 

Equity Or Fixed Income Signature      Date

 

Exhibit E - 2

Exhibit (p)(12)(vi)

CODE OF ETHICS AND PERSONAL TRADING GUIDELINES

MORGAN STANLEY INVESTMENT MANAGEMENT 1

Effective May 12, 2008

 

1 Ex-Merchant Banking and FrontPoint Partners.


Table of Contents 2

 

I.    INTRODUCTION    3
   A.    General    3
   B.    Standards of Business Conduct    3
   C.    Overview of Code Requirements    4
   D.    Definitions    4
   E.    Grounds for Disqualification from Employment    8
   F.    Other Policies and Procedures    9
II.    PRE-CLEARANCE REQUIREMENTS    9
   A.    Employee Securities Accounts    9
   B.    Personal Trading    12
   C.    Other Pre-Clearance Requirements    17
III.    REPORTING REQUIREMENTS    17
   A.    Initial Holdings and Brokerage Account(s) Reports and Certification    17
   B.    Quarterly Transactions Report    18
   C.    Annual Holdings Report and Certification of Compliance    19
IV.    OUTSIDE ACTIVITIES AND PRIVATE PLACEMENTS    19
   A.    Approval to Engage in an Outside Activity    19
   B.    Approval to Invest in a Private Placement    20
   C.    Approval Process    20
   D.    Client Investment into Private Placement    20
V.    POLITICAL CONTRIBUTIONS    21
VI.    GIFTS AND ENTERTAINMENT    21
VII.    CONSULTANTS AND TEMPORARY EMPLOYEES    22
VIII.    REVIEW, INTERPRETATIONS AND EXCEPTIONS    22
IX.    ENFORCEMENT AND SANCTIONS    22

 

2 Previous versions: August 16, 2002, February 24, 2004, June 15, 2004, December 31, 2004 and December 15, 2006.

 

2


I. INTRODUCTION 3

 

  A. General

The Morgan Stanley Investment Management (“MSIM”) Code of Ethics (the “Code”) is reasonably designed to prevent legal, business and ethical conflicts, to guard against the misuse of confidential information, and to avoid even the appearance of impropriety that may arise in connection with your personal trading and outside activities as an MSIM employee. It is very important for you to read the “Definitions” section below to understand the scope of this Code, including the individuals, accounts, securities and transactions it covers. You are required to acknowledge receipt and your understanding of this Code at the start of your employment at MSIM or when you become a Covered Person, as defined below, when amendments are made, and annually.

 

  B. Standards of Business Conduct

MSIM seeks to comply with the Federal securities laws and regulations applicable to its business. This Code is designed to assist you in fulfilling your regulatory and fiduciary duties as an MSIM employee as they relate to your personal securities transactions.

 

   

Fiduciary Duties.

As an MSIM employee, you owe a fiduciary duty to MSIM’s Clients. This means that in every decision relating to personal investments, you must recognize the needs and interests of Clients and place those ahead of any personal interest or interest of the Firm.

 

   

Personal Securities Transactions and Relationship to MSIM’s Clients.

MSIM generally prohibits you from engaging in personal trading in a manner that would distract you from your daily responsibilities. MSIM strongly encourages you to invest for the long term and discourages short-term, speculative trading. You are cautioned that short-term strategies may attract a higher level of regulatory and other scrutiny. Excessive or inappropriate trading that interferes with job performance or that compromises the duty that MSIM owes to its Clients will not be tolerated.

 

3 This Code is intended to fulfill MSIM’s requirements under Rule 204A-1 of the Investment Advisers Act of 1940 (Advisers Act) and Rule 17j-1 under the Investment Company Act of 1940 (Company Act). Please note that there is a separate Fund Code for each of the Morgan Stanley and Van Kampen fund families.

 

3


If you become aware that you or someone else may have violated any aspect of this Code, you must report the suspected violation to Compliance immediately.

 

  C. Overview of Code Requirements

Compliance with the Code is a matter of understanding its basic requirements and making sure the steps you take regarding activities covered by the Code are in accordance with the letter and spirit of the Code. Generally, you have the following obligations:

 

Activity

  

Code Requirements

Employee Securities Account(s)    -Pre-clearance, Reporting
Personal Trading    -Pre-clearance, Holding Period, Reporting
Participating in an Outside Activity    -Pre-clearance, Reporting
Investing in a Private Placement    -Pre-clearance, Reporting
Political Contributions    -Pre-clearance, Reporting
Gifts and Entertainment    -Reporting

You must examine the specific provisions of the Code for more details on each of these activities and are strongly urged to consult with Compliance if you have any questions.

 

  D. Definitions

These definitions are here to help you understand the application of the Code to various activities undertaken by you and other persons related to you who may be covered by the Code. They are an integral part of the Code and a proper understanding of them is essential. Please refer back to these Definitions as you read the Code.

 

   

“Access Persons, “ as defined in the Morgan Stanley Code of Conduct for purposes of transacting in Morgan Stanley stock includes:

 

   

all Morgan Stanley Management Committee and Operating Committee members

 

   

all other Managing Directors

 

   

if your business unit or department has a title structure that does not include Managing Director, the person(s) with the highest available title in that unit

 

   

individuals notified by Compliance that, due to their job responsibilities, they are considered to be Access Persons.

 

4


   

“Client” means and includes shareholders or limited partners of registered and unregistered investment companies and other investment vehicles, institutional, high net worth and retail separate account clients, employee benefit trusts and all other types of clients advised by MSIM.

 

   

“Compliance” means your local Compliance group (New York, London, Singapore, Tokyo and Mumbai).

 

   

“Consultant” means a non-employee of MSIM who falls under the definition of a Covered Person.

 

   

“Covered Persons” 4 means and includes:

 

   

All MSIM employees;

 

   

All directors, officers and partners of MSIM;

 

   

Any person who provides investment advice on behalf of MSIM, is subject to the supervision and control of MSIM and who has access to nonpublic information regarding any Client’s purchase or sale of securities, or who is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic (such as certain consultants, leased workers or temporary employees).

 

   

Any personnel with responsibilities related to MSIM or who support MSIM as a business and have frequent interaction with Covered Persons or Investment Personnel as determined by Compliance (e.g., IT, Internal Audit, Legal, Compliance, Operations, Corporate Services and Human Resources).

The definition of “Covered Person” may vary by location. Please contact Compliance if you have any question as to your status as a Covered Person.

 

   

Any other persons falling within such definition under Rule 17j-1 of the Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be so deemed by Compliance from time to time.

 

   

“Covered Securities” includes generally all equity or debt securities, including derivatives of securities (such as options, warrants and

 

4 The term “Access Person” is now made consistent with the Morgan Stanley Code of Conduct to avoid confusion.

 

5


ADRs), futures, commodities, securities indices, exchange-traded funds, open-end mutual funds for which MSIM acts as adviser or sub-adviser, closed-end funds, corporate and municipal bonds and similar instruments, but do not include “Exempt Securities,” as defined below. Please refer to Schedule A for application of the Code to various security types.

 

   

“Employees” means MSIM employees. For purposes of this Code, all Employees are considered Covered Persons.

 

   

“Employee Securities Account” is any account in your own name and other accounts you could be expected to influence or control, in whole or in part, directly or indirectly, whether for securities or other financial instruments, and that are capable of holding Covered Securities, as defined below. This includes accounts owned by you and:

 

   

accounts of your spouse or domestic partner;

 

   

accounts of your children or other relatives of you or your spouse or domestic partner who reside in the same household as you and to whom you contribute substantial financial support (e.g., a child in college that is claimed as a dependent on your income tax return or who receives health benefits through you);

 

   

accounts where you obtain benefits substantially equivalent to ownership of securities;

 

   

accounts that you or the persons described above could be expected to influence or control, such as:

 

   

joint accounts;

 

   

family accounts;

 

   

retirement accounts ;

 

   

corporate accounts;

 

   

trust accounts for which you act as trustee where you have the power to effect investment decisions or that you otherwise guide or influence;

 

   

arrangements similar to trust accounts that benefit you directly;

 

   

accounts for which you act as custodian; and

 

   

partnership accounts.

 

   

“Exempt Securities” are securities that are not subject to the pre-clearance, holding and reporting requirements of the Code, such as:

 

   

Bankers’ acceptances, bank certificates of deposit and commercial paper;

 

6


   

Investment grade, short-term debt instruments, including repurchase agreements (which for these purposes are repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated in one of the two highest categories by a nationally recognized statistical rating organization);

 

   

Direct obligations of the U.S. Government 5 ;

 

   

Shares held in money market funds;

 

   

Variable insurance products that invest in funds for which MSIM does not act as adviser or sub-adviser; and

 

   

Open-end mutual funds for which MSIM does not act as adviser or sub-adviser.

Please refer to Schedule A for application of the Code to various security types.

 

   

“Firm” means Morgan Stanley, MSIM’s parent company.

 

   

“Investment Personnel” means and includes:

 

   

Employees in the Global Equity, Global Fixed Income and Alternative Investments Groups, including portfolio managers, traders, research analysts, support staff, etc., and any other Covered Person who obtains or has access to information concerning investment recommendations made to any Client; and

 

   

Any persons designated as Investment Personnel by Compliance.

 

   

“IPO” means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or a foreign financial regulatory authority.

 

   

“Morgan Stanley Broker” means a broker-dealer affiliated with Morgan Stanley.

 

5 Includes securities that are backed by the full faith and credit of the U.S. Government for the timely payment of principal and interest, such as Ginnie Maes, U.S. Savings Bonds, and U.S. Treasuries, and equivalent securities issued by non-U.S. governments.

 

7


   

“Morgan Stanley Investment Management” or “MSIM” means the companies and businesses comprising Morgan Stanley’s Investment Management Division. See Schedule B .

 

   

“Mutual Funds” includes all open-end mutual funds and similar pooled investment vehicles established in non-U.S. jurisdictions, such as registered investment trusts in Japan, but do not include shares of open-end money market mutual funds (unless otherwise directed by Compliance).

 

   

“Outside Activity” means any organized or business activity conducted outside of MSIM. This includes, but is not limited to, participation on a board of a charitable organization, part-time employment or formation of a limited partnership.

 

   

“Portfolio Managers” are Employees who are primarily responsible for the day-to-day management of a Client portfolio.

 

   

“Private Placement” means a securities offering that is exempt from registration under certain provisions of the U.S. securities laws and/or similar laws of non-U.S. jurisdictions. If you are unsure whether the securities are issued in a private placement, please consult with Compliance.

 

   

“Proprietary or Sub-advised Mutual Fund” means any open-end Mutual Fund for which MSIM acts as investment adviser or sub-adviser.

 

   

“Research Analysts” are Employees whose assigned duties solely are to make investment recommendations to or for the benefit of any Client portfolio.

 

   

“Senior Loan Employee” means any Employee who has knowledge of, or has access to, investment decisions of any MSIM senior loan fund.

 

   

“Unit Investment Trust(s)” or “UIT(s)” include registered trusts in which a fixed, unmanaged portfolio of securities is purchased.

 

  E. Grounds for Disqualification from Employment

Pursuant to the terms of Section 9 of the Advisers Act, no director, officer or employee of MSIM may become, or continue to remain, an officer, director or employee without an exemptive order issued by the U.S. Securities and Exchange Commission if such director, officer or employee:

 

   

within the past ten years has been convicted of any felony or misdemeanor (i) involving the purchase or sale of any security; or (ii) arising out of his or her conduct as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or

 

8


   

is or becomes permanently or temporarily enjoined by any court from: (i) acting as an underwriter, broker, dealer, investment adviser, municipal securities dealer, government securities broker, government securities dealer, transfer agent, or entity or person required to be registered under the U.S. Commodity Exchange Act, or as an affiliated person, salesman or employee of any investment company, bank, insurance company or entity or person required to be registered under the U.S. Commodity Exchange Act; or (ii) engaging in or continuing any conduct or practice in connection with any such activity or in connection with the purchase or sale of any security.

You are obligated to report any conviction or injunction described here to Compliance immediately.

 

  F. Other Policies and Procedures

In addition to this Code, you are also subject to the Morgan Stanley Investment Management Compliance Manuals and the Morgan Stanley Code of Conduct .

Please contact Compliance for additional policies applicable in your region.

 

II. PRE-CLEARANCE REQUIREMENTS

 

  A. Employee Securities Accounts

Generally, you must maintain all Employee Securities Accounts that may invest in Covered Securities at a Morgan Stanley Broker. Situations in non-U.S. offices may vary. New Employees must transfer, at their expense, their Employee Securities Account(s) to a Morgan Stanley Broker as soon as practical (generally within 30 days of becoming a Covered Person). Failure to do so will be considered a significant violation of this Code .

 

9


   

Process for Opening a Morgan Stanley Brokerage Account.

When opening an account with a Morgan Stanley Broker, you must notify the Broker that you are an MSIM Employee and that all Employee Securities Accounts opened by you must be coded as an employee or employee-related account. You are responsible for reporting your Morgan Stanley Brokerage account number to Compliance during the Quarterly Transactions Reporting process. Prior approval from Compliance is not required. The process in non-U.S. offices may vary.

 

   

Non-Morgan Stanley Accounts by Special Permission only.

Exceptions to the requirement to maintain Employee Securities Accounts at a Morgan Stanley Broker are rare and will be granted only with the prior written approval of Compliance. If your request is approved, you will be required to ensure that duplicate confirmations and statements are sent to Compliance. Situations in non-U.S. offices may vary.

If you maintain an outside account without appropriate approval, you must immediately disclose this to Compliance.

 

   

Individual Savings Accounts (“ISAs” for employees of MSIM Ltd.)

MSIM Ltd. employees are permitted to establish ISAs with outside managers but details may require pre-clearance. The degree of reporting that will be required will depend on the type of ISA held. Fully discretionary managed ISAs (i.e. an independent manager makes the investment decisions) may be established and maintained without the prior approval of Compliance, provided that you exercise no influence or control on stock selection or other investment decisions. Once an ISA is established, details must be disclosed via the Firm’s Outside Business Interests system (“OBI”). Non-discretionary ISAs (including single company ISAs) where an employee makes investment decisions may only be established and maintained if pre-clearance from Compliance is sought, duplicate statements are supplied to Compliance and the Code of Ethics quarterly and annual reporting requirements are met.

 

10


   

Mutual Fund Accounts

You may open an account for the exclusive purchase of open-end Mutual Funds, including Proprietary Mutual Funds (i.e. an account directly with a fund transfer agent) without prior approval from Compliance. If the account is opened for the purchase of Sub-Advised Mutual Funds, duplicate confirmations of all transactions and account statements must be sent to Compliance.

MSIM Private Limited Employees . Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See Schedule C .

 

   

Discretionary Managed Accounts.

You may open a fully discretionary managed account (“Discretionary Managed Account”) at Morgan Stanley if the account meets the standards set forth below. In certain circumstances and with the prior written approval of Compliance, you may appoint non-Morgan Stanley managers (e.g., trust companies, banks or registered investment advisers) to manage your account.

In order to establish a Discretionary Managed Account, you must grant to the manager complete investment discretion over your account. Pre-clearance is not required for trades in this account; however, you may not participate, directly or indirectly, in individual investment decisions or be made aware of such decisions before transactions are executed. This restriction does not preclude you from establishing investment guidelines for the manager, such as indicating industries in which you desire to invest, the types of securities you want to purchase or your overall investment objectives. However, those guidelines may not be changed so frequently as to give the appearance that you are actually directing account investments.

To open a Morgan Stanley Discretionary Managed Account, you must submit the appropriate Discretionary Managed Account form, along with the required documentation (i.e. the advisory agreement or contract with the manager) to Compliance. See Schedule C . If it is managed by a non-Morgan Stanley manager, please submit the request in the OBI system and arrange for duplicate copies of trade confirmations and statements to be sent to Compliance.

 

11


   

Issuer Purchase Plans.

You may open an account directly with an issuer to purchase its shares, such as a dividend reinvestment plan, or “DRIP,” by submitting the DRIP form to your local Compliance group and by pre-clearing the initial purchase and any sales of shares. See Schedule C. You must also report holdings annually to Compliance.

 

   

Other Morgan Stanley Accounts:

Employee Stock Purchase Plan (ESPP)

Employee Stock Ownership Plan (ESOP)

Employee Incentive Compensation Plan (EICP)

Morgan Stanley 401(k) (401(k)).

You do not have to pre-clear participation in the Morgan Stanley ESPP, ESOP, EICP or 401(k) Plan with Compliance. However, you must disclose participation in any of these plans (quarterly, upon initial participation, and on annual certifications).

NOTE: PARTICIPATION IN A NON-MORGAN STANLEY 401(k) PLAN OR SIMILAR ACCOUNT THAT PERMITS YOU TO TRADE COVERED SECURITIES MUST BE PRE-APPROVED BY COMPLIANCE.

 

   

Investment Clubs

You may not participate in or solicit transactions on behalf of investment clubs in which members pool their funds to make investments in securities or other financial products.

 

   

529 Plans

You do not have to pre-clear participation in a 529 Plan with Compliance.

 

  B. Personal Trading

You are required to obtain pre-clearance of personal securities transactions in Covered Securities, other than transactions in Proprietary or Sub-advised Mutual Funds. Exempt Securities do not require pre-clearance. Please see the Securities Transaction Matrix attached as Schedule A for additional information about when pre-clearance is or may not be required.

 

   

Initiating a Transaction.

Pre-clearance must be obtained by entering the trade request into the Trade Pre-Clearance System by typing “TPC” into your internet browser. For regions without access to TPC, please contact

 

12


Compliance. See Schedule C . Once Compliance has performed the necessary checks, Compliance will notify you promptly regarding your request.

 

   

Pre-Clearance Valid for One Day Only.

If your request is approved, such approval is valid only for the day it is granted. Any transaction not completed on that day will require a new approval. This means that open orders, such as limit orders and stop-loss orders, must be pre-cleared each day until the transaction is effected. 6

 

   

Holding Requirement and Repurchase Limitations

Proprietary or Sub-advised Mutual Funds

You may not redeem or exchange Proprietary Mutual Funds (i.e., Morgan Stanley or Van Kampen funds) until at least 30 calendar days from the purchase trade date.

Sub-advised Mutual Funds are not subject to a holding period but do carry a reporting requirement, as detailed below.

All other Covered Securities

You may not sell a Covered Security until you have held it for at least 30 days.

If you sell a Covered Security, you may not repurchase the same security for at least 30 days.

MSAITM Employees . In case of selling equity and equity-linked notes, Covered Persons at MSAITM must hold such instruments for at least six months; however, Compliance may grant an exception if the instruments are held for at least 30 calendar days from the date of purchase. This includes transactions in MS stock.

MSIM Private Limited Employees . Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See Schedule C .

 

   

Restrictions and Requirements for Portfolio Managers and Investment Personnel.

Blackout Period . No purchase or sale transaction may be made in any Covered Security or a related investment (i.e., derivatives) by a

 

 

6

In the case of trades in international markets where the market has already closed, transactions must be executed by the next close of trading in that market.

 

13


Portfolio Manager for a period of seven calendar days before or seven calendar days after the Portfolio Manager purchases or sells the security on behalf of a Client. A Portfolio Manager may request an exception from the blackout period if the Covered Security was traded for an index fund or index portfolio.

In addition, Investment Personnel who have knowledge of a Portfolio Manager’s trading activity are subject to the same blackout period.

Investment Personnel must also obtain an additional signature from their manager prior to pre-clearance.

MSIM Private Limited Employees . Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See Schedule C .

UITs . Investment Personnel involved in determining the composition of a UIT portfolio, or who have knowledge of the composition of a UIT portfolio prior to deposit, are considered Portfolio Managers and may not buy or sell a Covered Security within seven calendar days before or seven calendar days after such Covered Security is included in the initial deposit of a UIT portfolio.

Closed-End Funds . Portfolio Managers are permitted to purchase closed-end funds that they manage and that are not traded on an exchange with prior approval from Compliance.

 

   

Restrictions for Research Analysts

Research Analysts may not own or trade any Covered Security for which he or she provides research coverage. If a Research Analyst commences research coverage for a Covered Security that he or she already owns, the Research Analyst may be asked to sell the Covered Security to avoid any potential or actual conflict of interest.

 

   

Restrictions for Senior Loan Employees

Senior Loan Employees may not purchase any Covered Security issued by any company that has a loan or loans held in any senior loan fund.

As a reminder, Senior Loan Employees are also subject to the MSIM Senior Loan Firewall Procedures.

 

14


   

Transactions in Morgan Stanley (MS) Stock

You may only transact in MS stock during designated window periods. This includes the gifting of MS Stock. If you are transacting in MS stock through a brokerage account, you are no longer required to pre-clear the transaction through Compliance . Similarly, you do not have to pre-clear transactions in MS stock sold out of your EICP, ESOP, ESPP or 401(k) Plan. All other holding and reporting requirements for Covered Securities still apply.

For MSAITM employees, as noted above, a six-month holding period applies.

 

   

Additional Restrictions for “Access Persons.”

Morgan Stanley imposes additional restrictions on selling MS stock for Access Persons, as defined above.

Firm policy requires Access Persons, among other things, to hold a position in MS stock for a minimum of six months in their employee and employee-related accounts. If you are an Access Person, please consult the Window Period Announcement on the Firm intranet before transacting in MS stock.

As always, employees may never buy or sell MS stock if in possession of material, non-public information regarding Morgan Stanley.

 

   

Trading Derivatives

You may not trade forward contracts, physical commodities and related derivatives, currencies, over-the-counter warrants or swaps. In addition, you may not trade futures under this Code.

The following is a list of permitted options trading:

Call Options .

Listed Call Options . You may purchase a listed call option only if the call option has a period to expiration of at least 30 days from the date of purchase and you hold the call option for at least 30 days prior to sale. If you choose to exercise the option, you must also hold the underlying security delivered pursuant to the exercise for 30 days.

 

15


Covered Calls . You may also sell (or “write”) a call option only if you have held the underlying security (in the corresponding quantity) for at least 30 days.

Put Options .

Listed Put Options . You may purchase a listed put option only if the put option has a period to expiration of at least 30 days from the date of purchase and you hold the put option for at least 30 days prior to sale. If you purchase a put option on a security you already own, you may only exercise the put once you have held the underlying security for 30 days.

Selling Puts . You may not sell (“write”) a put.

Please note that you must obtain pre-clearance to exercise an option as well as to purchase or sell an option.

 

   

Other Restrictions

Primary and Secondary Public Offerings . Consistent with the Code of Conduct, you and your Employee Securities Account(s) are prohibited from purchasing any equity security in an initial public offering. In addition, unless otherwise notified, you may not purchase an equity security that is part of a primary or secondary offering that the Firm is underwriting or selling until the distribution has been completed. Accordingly, you must consult Compliance prior to purchasing an equity security in a primary or secondary public offering to determine whether any restrictions apply.

Please note that this restriction applies to your immediate family as well, regardless of whether the accounts used to purchase these securities are considered Employee Securities Accounts.

Purchases of new issue debt are permitted, provided such purchases are pre-cleared and meet other relevant requirements of the Code.

MSIM Private Limited Employees . Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See Schedule C .

Open Client Orders . Personal trade requests will be denied if there is an open order for any Client in the same security or related security. Exemptions are granted if the Covered Security is being purchased or sold for a passively-managed index fund or index portfolio.

 

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Short Sales . You may not engage in short selling of Covered Securities.

Restricted List . You may not transact in Covered Securities that appear on the Firmwide Restricted List. Compliance will check the Restricted List as part of its pre-clearance process.

 

   

Other Criteria Considered in Pre-Clearance

In spite of adhering to the requirements specified throughout this Section, Compliance, in keeping with the general principles and objectives of the Code, may refuse to grant pre-clearance of a Personal Securities Transaction in its sole discretion without being required to specify any reason for the refusal.

 

   

Reversal and Disgorgement

Any transaction that is prohibited by this Section may be required to be reversed and any profits (or any differential between the sale price of the Personal Security Transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period) will be subject to disgorgement at the discretion of Compliance. Please see the Code Section regarding Enforcement and Sanctions below.

 

  C. Other Pre-Clearance Requirements

Please note that the following activities also require pre-clearance under the Code:

 

   

Outside Activities

 

   

Investments in Private Placements

 

   

Political Contributions

Please refer to the Sections below for more details on the additional Code requirements regarding these activities.

 

III. REPORTING REQUIREMENTS

 

  A. Initial Holdings and Brokerage Account(s) Reports and Certification

When you begin employment with MSIM or you otherwise become a Covered Person, you must provide an Initial Listing of Securities Holdings and Brokerage Accounts Report to Compliance no later than 10 days after you become a Covered Person. The information must not be more than 45 days old from the day you became a Covered Person and must include:

 

   

the title and type, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of any Covered Security;

 

17


   

the name of any broker-dealer, bank or financial institution where you hold an Employee Securities Account;

 

   

any Outside Activities; and

 

   

the date you submitted the Initial Holdings Report.

 

   

Certification

All new Covered Persons will receive training on the principles and procedures of the Code. As a Covered Person, you must also certify that you have read, understand and agree to abide by the terms of the Code. See Schedule C .

 

  B. Quarterly Transactions Report

You must submit a Quarterly Transaction Report no later than 10 calendar days after the end of each calendar quarter to Compliance. The report must contain the following information about each transaction involving a Covered Security:

 

   

the date of the transaction, the title, and as applicable the exchange ticker symbol or CUSIP number, interest rate and maturity date, number of shares and principal amount of any Covered Security;

 

   

the nature of the transaction (i.e. purchase, sale or other type of acquisition or disposition);

 

   

the price of the security at which the transaction was effected;

 

   

the name of the broker-dealer or bank with or through which the transaction was effected; and

 

   

the date you submitted the Quarterly Report.

 

   

Exceptions

You do not have to submit a Quarterly Transactions Report if it would duplicate information in broker trade confirmations or account statements Compliance already receives or may access, such as Morgan Stanley brokerage accounts, direct accounts for the

 

18


purchase of Proprietary Mutual Funds and employee-benefit related accounts (i.e. Morgan Stanley 401(k), ESPP, ESOP, and EICP). For non-Morgan Stanley confirmations and account statements, Compliance must receive this information no later than 30 days after the end of the applicable calendar quarter.

A reminder to complete the Quarterly Transaction Report will be provided to you by Compliance at the end of each calendar quarter. See Schedule C .

 

  C. Annual Holdings Report and Certification of Compliance

Annually, you must report holdings and transactions in Covered Securities by completing the Annual Holdings Report and Certification of Compliance, which includes the following information:

 

   

a listing of your current Morgan Stanley brokerage account(s);

 

   

a listing of all securities beneficially owned by you in these account(s);

 

   

all your approved Outside Activities, including non-Morgan Stanley brokerage accounts, Private Placements and Outside Activities; and

 

   

all other investments you hold outside of Morgan Stanley (such as DRIPs, other 401(k)s and any securities held in certificate form).

The information must not be more than 45 days old on the day you submit the information to Compliance. You must also certify that you have read and agree to abide by the requirements of the Code and that you are in compliance with the Code. The Report must be submitted within 30 days after the end of each year.

The link to the Annual Holdings Report and Certification of Compliance will be provided to you by Compliance. See Schedule C .

 

IV. OUTSIDE ACTIVITIES AND PRIVATE PLACEMENTS

 

  A. Approval to Engage in an Outside Activity

You may not engage in any Outside Activity, regardless of whether or not you receive compensation , without prior approval from Compliance. If you receive approval, it is your responsibility to notify Compliance immediately if any conflict or potential conflict of interest arises in the course of the Outside Activity.

 

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Examples of an Outside Activity include providing consulting services, organizing a company, giving a formal lecture or publishing a book or article, accepting compensation from any person or organization other than the Firm, serving as an officer, employee, director, partner, member, or advisory board member of a company or organization not affiliated with the Firm, whether or not related to the financial services industry (including charitable organizations or activities for which you do not receive compensation). Generally, you will not be approved for any Outside Activity related to the securities or financial services industry other than activities that reflect the interests of the industry as a whole and that are not competitive with those of the Firm.

A request to serve on the board of any company, especially the board of a public company, will be granted in very limited instances only. If you receive an approval, your directorship will be subject to the implementation of information barrier procedures to isolate you from making investment decisions for Clients concerning the company in question, as applicable.

 

  B. Approval to Invest in a Private Placement

You may not invest in a Private Placement of any kind without prior approval from Compliance. Private Placements include investments in privately held corporations, limited partnerships, tax shelter programs and hedge funds (including those sponsored by Morgan Stanley or its affiliates).

MSIM Private Limited Employees . Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See Schedule C .

 

  C. Approval Process

You must request pre-clearance of Outside Activities and Private Placements online through the Outside Business Interest system by typing “OBI” into your intranet browser.

 

  D. Client Investment into Private Placement

If you have a personal position in an issuer through a Private Placement, you must contact Compliance immediately if you are involved in considering any subsequent investment decision on behalf of a Client regarding any security of that issuer or its affiliate. In these instances, the relevant Chief Investment Officer will make an independent determination of the final investment decision and document the same, with a copy to Compliance.

 

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V. POLITICAL CONTRIBUTIONS

Morgan Stanley places certain restrictions and obligations on its employees in connection with their political contributions and solicitation activities. Morgan Stanley’s Policy on U.S. Political Contributions and Activities (the “Policy”) is designed to permit Employees, Morgan Stanley and the Morgan Stanley Political Action Committee to pursue legitimate political activities and to make political contributions to the extent permitted under applicable regulations. The Policy prohibits any political contributions, whether in cash or in kind, to state or local officials or candidates in the United States that are intended or may appear to influence the awarding of municipal finance business to Morgan Stanley or the retention of that business.

You are required to obtain pre-clearance from Compliance prior to making any political contribution to or participating in any political solicitation activity on behalf of a U.S. federal, state or local political candidate, official, party or organization by completing a Political Contributions Pre-Clearance Form. See Schedule C .

Restricted Persons, as defined in the Policy, and certain executive officers are required to report to Compliance, on a quarterly basis, all state and local political contributions. Compliance will distribute disclosure forms to the relevant individuals each quarter. The information included on these forms will be used by Morgan Stanley to ensure compliance with the Policy and with any applicable rules, regulations and requirements. In addition, as required by applicable rules, Morgan Stanley will disclose to the appropriate regulators on a quarterly basis any reported political contributions by Restricted Persons.

Violations of this Policy can have serious implications on Morgan Stanley’s ability to do business in certain jurisdictions. Contact Compliance if you have any questions.

 

VI. GIFTS AND ENTERTAINMENT

Morgan Stanley’s Code of Conduct sets forth specific conditions under which employees and their family members may accept or give gifts or entertainment. In general, employees and their families may not accept or give gifts or special favors (other than an occasional non-cash gift of nominal value) from or to any person or organization with which Morgan Stanley has a current or potential business relationship. Please contact Compliance for your region’s Gifts and Entertainment policy.

 

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VII. CONSULTANTS AND TEMPORARY EMPLOYEES

Consultants and other temporary employees who fall under the definition of a Covered Person by virtue of their duties and responsibilities with MSIM (i.e. any person who provides investment advice on behalf of MSIM, is subject to the supervision and control of MSIM and who has access to nonpublic information regarding any Client’s purchase or sale of securities, or who is involved in making securities recommendations to Clients, or who has access to such recommendations that are nonpublic) must adhere to the following Code provisions:

 

   

Reporting on an initial, quarterly and annual basis;

 

   

Duplicate confirmations and statements sent to Compliance for transactions in any Covered Security;

 

   

Restriction from participating in any IPOs;

 

   

Pre-clearance of any Outside Activities and Private Placements.

Only consultants or temporary employees hired for more than one year are required to transfer any brokerage accounts to Morgan Stanley.

 

VIII. REVIEW, INTERPRETATIONS AND EXCEPTIONS

Compliance is responsible for administering the Code and reviewing your Initial, Quarterly and Annual Reports. Compliance has the authority to make final decisions regarding Code policies and may grant an exception to a policy as long as it determines that no abuse or potential abuse is involved. Compliance will grant exceptions only in rare and unusual circumstances, such as financial hardship. You must contact Compliance with any questions regarding the applicability, meaning or administration of the Code, including requests for an exception, in advance of any contemplated transaction.

 

IX. ENFORCEMENT AND SANCTIONS

Violations of this Code may be reported to the Chief Compliance Officer and on a quarterly basis to senior management and the applicable funds’ board of directors. MSIM may issue letters of warning or impose sanctions as appropriate, including notifying the Covered Person’s manager, issuing a reprimand (orally or in writing), monetary fine, demotion, suspension or termination of employment. The following is a schedule of sanctions that may be imposed for failure to abide by the requirements of the Code. Violations are considered on a cumulative basis.

These sanctions are intended to be guidelines only. Compliance, in its discretion, may recommend alternative actions, including imposition of more severe sanctions, if deemed warranted by the facts and circumstances of each situation. Senior management at MSIM, including the Chief Compliance Officer, are authorized to determine the choice of actions to be taken in specific cases.

 

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Sanctions may vary based on regulatory concerns in your jurisdiction.

 

23


Violation

  

Sanction

Failing to complete documentation or meet reporting requirements (i.e. Annual Certification or Code of Ethics acknowledgement; provision of statements and confirms) in a timely manner    1 st Offense    Letter of Warning
   2 nd Offense   

 

Violation Letter plus $200 Fine

   3 rd Offense   

 

Violation Letter and $300 Fine plus 3-month trading ban

Failing to obtain authorization for a trade or trading on day after pre-clearance is granted for a personal securities transaction    1 st Offense   

 

Letter of Warning; possible reversal of trade with any profits donated to charity

   2 nd Offense   

 

Violation Letter; possible reversal of trade with any profits donated to charity plus a fine representing 5% of net trade amount donated to charity

   3 rd Offense   

 

Violation Letter; possible reversal of trade with any profits donated to charity and a fine representing 5% of net trade amount donated to charity plus a 3-month trading ban

Trading within 30 day holding period (6 months for MSAITM) or trading MS stock outside designated window periods    1 st Offense   

 

Letter of Warning; mandatory reversal of trade with any profits donated to charity

   2 nd Offense   

 

Violation Letter; mandatory reversal of trade with any profits donated to charity plus a fine representing 5% of net trade amount donated to charity

   3 rd Offense   

 

Violation Letter; mandatory reversal of trade with any profits donated to charity and a fine representing 5% of net trade amount donated to charity, plus a 3-month trading ban.

 

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Violation

  

Sanction

Failing to get outside brokerage account approved    1 st Offense   

 

Letter of Warning; account moved to a MS Broker immediately

   2 nd Offense   

 

Violation Letter; account moved to a MS Broker immediately, plus $200 fine

   3 rd Offense   

 

Violation Letter; account moved to a MS Broker immediately, plus $300 fine

Failing to get an Outside Activity or Private Placement pre-approved)    1 st Offense   

 

Letter of Warning; possible termination of OBI

   2 nd Offense   

 

Violation Letter; possible termination of OBI plus $200 fine

   3 rd Offense   

 

Violation Letter; termination of OBI plus $300 fine

Trading in seven day blackout period

or purchasing an IPO

   1 st Offense   

 

Letter of Warning; reversal of trade with any profits donated to charity

   2 nd Offense   

 

Violation Letter, reversal of trade with any profits donated to charity, plus a fine representing 5% of net trade amount donated to charity and a ban from trading for three months

   3 rd Offense   

 

Violation Letter, reversal of trade with any profits donated to charity, a fine representing 5% of net trade amount donated to charity and a ban from trading for six months

Front running (trading ahead of a Client)   

 

Each case to be considered on its merits. Possible termination and reporting to regulatory authorities.

Insider trading (trading on material non-public information)   

 

Each case to be considered on its merits. Possible termination and reporting to regulatory authorities.

 

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Exhibit (p)(12)vi)

SCHEDULE A

SECURITIES TRANSACTION MATRIX

 

TYPE OF SECURITY

  

Pre-Clearance
Required

  

Reporting

Required

  

Holding

Required

Covered Securities

        
Pooled Investment Vehicles :         
Closed-End Funds    Yes    Yes    Yes
Open-End Mutual Funds advised by MSIM    No    Yes    Yes
Open-End Mutual Funds sub-advised by MSIM    No    Yes    No
Unit Investment Trusts    No    Yes    No
Exchange Traded Funds (ETFs)    Yes    Yes    Yes
Equities :         
MS Stock 7    No    Yes    Yes
Common Stocks    Yes    Yes    Yes
Listed depository receipts e.g. ADRs, ADSs, GDRs    Yes    Yes    Yes
DRIPs 8    Yes    Yes    Yes
Stock Splits    No    Yes    Yes
Rights    Yes    Yes    Yes
Stock Dividend    No    Yes    Yes
Warrants (Exercised)    Yes    Yes    Yes
Preferred Stock    Yes    Yes    Yes
Initial Public Offerings (equity IPOs)    PROHIBITED
Hedge Funds    Yes    Yes    No
Derivatives         
MS (stock options)    Yes    Yes    Yes
Common Stock Options    Yes    Yes    Yes
Forward Contracts    PROHIBITED
Commodities    PROHIBITED
Currencies    PROHIBITED
OTC warrants or swaps    PROHIBITED
Futures    PROHIBITED

 

7

Employees may only transact in MS stock during designated window periods.

8

Automatic purchases for dividend reinvestment plan are not subject to pre-approval requirements.


Fixed Income Instruments:

        

Fannie Mae

   Yes    Yes    Yes

Freddie Mac

   Yes    Yes    Yes

Corporate Bonds

   Yes    Yes    Yes

Convertible Bonds (converted)

   Yes    Yes    Yes

Municipal Bonds

   Yes    Yes    Yes

New Issues (fixed income)

   Yes    Yes    Yes

Private Placements (e.g. limited partnerships)

   Yes    Yes    N/A

Outside Activities

   Yes    Yes    N/A

Investment Clubs

   PROHIBITED

 

Exempt Securities

        
Mutual Funds (open-end) not advised or sub-advised by MSIM    No    No    No
US Treasury 9    No    No    No
CDs    No    No    No
Money Markets    No    No    No
GNMA    No    No    No
Commercial Paper    No    No    No
Bankers’ Acceptances    No    No    No
Investment Grade Short-Term Debt Instruments 10    No    No    No

 

9

For international offices, the equivalent shares in fixed income securities issued by the government of their respective jurisdiction (i.e. international government debt).

10

For these purposes, repurchase agreements and any instrument that has a maturity at issuance of fewer than 366 days that is rated as investment grade by a nationally recognized statistical rating organization.


SCHEDULE B

MSIM AFFILIATES

Registered Investment Advisers

Morgan Stanley Investment Advisors Inc.

Morgan Stanley Investment Management Inc.

Morgan Stanley AIP GP LP

Morgan Stanley Alternative Investment Partners LP

Private Investment Partners, Inc.

Van Kampen Asset Management

Van Kampen Advisors Inc.

Morgan Stanley Investment Management Limited (London)

Morgan Stanley Investment Management Company (Singapore)

Morgan Stanley Asset & Investment Trust Management Co., Limited (Tokyo)

Morgan Stanley Investment Management Private Limited (Mumbai)*

Morgan Stanley Investment Management Proprietary (Pty) Limited (Australia)*

Broker-Dealers

Morgan Stanley Distributors Inc.

Morgan Stanley Distribution Inc.

Transfer Agent

Morgan Stanley Services Company Inc.

Morgan Stanley Trust Co.

Van Kampen Investments, Inc.

Van Kampen Funds Inc.

Van Kampen Investor Services Inc.

*Not registered with the Securities and Exchange Commission.


SCHEDULE C

CODE OF ETHICS FORMS

Procedures and Forms in non-U.S. offices may vary

Account Opening Forms

Morgan Stanley Discretionary Managed Account

Non-Morgan Stanley Discretionary Managed Account (OBI)

Dividend Reinvestment Plan (DRIPs)

   

As per the Code of Ethics, you must pre-clear the initial purchase in a DRIP Plan ( TPC )

Transaction Pre-Clearance

Trade Pre-Clearance System ( TPC )

Personal Securities Transaction Form for non-US regions (Please contact your local Compliance group)

Outside Business Interest System (Outside Activities and Private Placements)(OBI)

Political Contributions ( PCT )

Reporting Forms

Initial Holdings Report

Quarterly Transactions Report ( QTR Form )

Annual Holdings Report and Certification of Compliance (Please contact your local Compliance group)

Code of Ethics Certifications

Initial Certification (Please contact your local Compliance group)

Certification of Amended Code (Please contact your local Compliance group)

Annual Certification (Please contact your local Compliance group)

Regional Information

MSIM India Employee Trading Policy

Exhibit (p)(14)(vi)

Effective March 1, 2008

CODE OF ETHICS AND CONDUCT

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES


CODE OF ETHICS AND CONDUCT

OF

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

TABLE OF CONTENTS

 

     Page

GENERAL POLICY STATEMENT

   1-1

Purpose of Code of Ethics and Conduct

   1-1

Persons and Entities Subject to the Code

   1-2

Definition of Supervised Persons

   1-2

Status as a Fiduciary

   1-2

Adviser Act Requirements for Supervised Persons

   1-3

NASDAQ Requirements

   1-4

What the Code Does Not Cover

   1-4

Sarbanes-Oxley Codes

   1-4

Compliance Procedures for Funds and Federal Advisers

   1-4

Compliance with the Code

   1-4

Questions Regarding the Code

   1-5

STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL

   2-1

Allocation Policy

   2-1

Annual Verification of Compliance

   2-1

Antitrust

   2-1; 8-1

Anti-Money Laundering

   2-1

Appropriate Conduct

   2-1

Compliance with Copyright and Trademark Laws

   2-1; 6-1

Computer Security

   2-2; 7-1

Conflicts of Interest

   2-2

Relationships with Profitmaking Enterprises

   2-2

General Prohibitions

   2-2

Approval Process

   2-2

Review by Ethics Committee

   2-2

Approved Service as Director or Similar Position

   2-2

 

i-1


Service with Nonprofitmaking Organizations

   2-3

Approval Process

   2-3

By Supervisor

   2-3

By Ethics Committee Chairperson

   2-3

Relationships with Financial Service Firms

   2-3

Existing Relationships with Potential Vendors

   2-3

Investment in Client/Vendor Company Stock

   2-4

Conflicts in Connection with Proxy Voting

   2-4

Confidentiality

   2-4

Internal Operating Procedures and Planning

   2-4

Clients, Fund Shareholders, and TRP Brokerage Customers

   2-5

Third Parties

   2-5

Investment Advice

   2-5

Investment Research

   2-6

Employee Information

   2-6

Information about the Price Funds

   2-6

Understanding as to Clients’ Accounts and Company Records at Time of Termination of Association

   2-6

Health Insurance Portability and Accountability Act of 1996 ( “HIPAA” )

   2-7

Employment of Former Government and Self-Regulatory Organization Employees

   2-7

Financial Reporting

   2-7

Gifts and Gratuities

   2-7; 3-1

Health and Safety in the Workplace

   2-7

Human Resources

   2-7

Equal Opportunity

   2-7

Drug and Alcohol Policy

   2-8

Policy Against Harassment and Discrimination

   2-8

Use of Employee Likenesses and Information

   2-8

Illegal Payments

   2-8

Inside Information

   2-8; 4-1

Investment Clubs

   2-9

Marketing and Sales Activities

   2-9

 

i-2


Past and Current Litigation

   2-9

Political Activities and Contributions

   2-10

Lobbying

   2-11

Protection of Corporate Assets

   2-11

Quality of Services

   2-11

Record Retention and Destruction

   2-12

Referral Fees

   2-12

Release of Information to the Press

   2-12

Responsibility to Report Violations

   2-13

General Obligation

   2-13

Sarbanes-Oxley Whistleblower Procedures

   2-13

Sarbanes-Oxley Attorney Reporting Requirements

   2-13

Service as Trustee, Executor or Personal Representative

   2-13

Speaking Engagements and Publications

   2-14

Appendix A

   2A

STATEMENT OF POLICY ON GIFTS, ENTERTAINMENT, EXPENSE REIMBURSEMENT AND CHARITABLE CONTRIBUTIONS

   3-1

STATEMENT OF POLICY ON MATERIAL, INSIDE (NON-PUBLIC) INFORMATION

   4-1

STATEMENT OF POLICY ON SECURITIES TRANSACTIONS

   5-1

STATEMENT OF POLICY WITH RESPECT TO COMPLIANCE WITH COPYRIGHT AND TRADEMARK LAWS

   6-1

STATEMENT OF POLICY WITH RESPECT TO COMPUTER SECURITY AND RELATED ISSUES

   7-1

STATEMENT OF POLICY ON COMPLIANCE WITH ANTITRUST LAWS

   8-1

STATEMENT OF POLICIES AND PROCEDURES ON PRIVACY

   9-1

March, 2008

 

i-3


CODE OF ETHICS AND CONDUCT

OF

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

INDEX

 

Access Persons

   5-3

Activities, Political

   2-10

Adviser Act Requirements for Supervised Persons

   1-3

Advisory Board Membership for Profitmaking Enterprise

   2-2

Allocation Policy

   2-1

Antitrust

   2-1; 8-1

Anti-Money Laundering

   2-1

Annual Disclosure by Access Persons

   5-29

Annual Verification of Compliance

   2-1

Appropriate Conduct

   2-1

Assets, Protection of Corporate

   2-11

Beneficial Ownership, Definition of

   5-5

Business Entertainment, Accepting

   3-5

Business Entertainment, Providing

   3-7

Business Entertainment, Reporting of

   3-11

Charitable Contributions

   3-12

Chief Compliance Officers

   Appendix A

Clients’ Accounts and Company Records

   2-6

Clients, Shareholders and Brokerage Customers

   2-5

Client Limit Orders

   5-25

Client/Vendor Company Stock, Investment in

   2-4

Code Compliance Section

   1-1

Code of Ethics and Conduct, Compliance with

   1-4

Code of Ethics and Conduct, Purpose of

   1-1

Code of Ethics and Conduct, Questions Regarding

   1-5

Code of Ethics and Conduct, Persons and Entities Subject to

   1-2

 

ii-1


Co-Investment with Client Investment Partnerships

   5-22

Commodity Futures Contracts

   5-10

Compliance Procedures, Funds and Federal Advisers

   1-4

Computer Security

   2-2; 7-1

Conduct, Standards of, Price Group and its Personnel

   2-1

Confidentiality/Privacy

   2-4; 9-1

Confidentiality of Computer Systems Activities and Information

   7-2

Conflicts of Interest

   2-2

Contracts for Difference

   5-25

Contributions, Political

   2-10

Copyright Laws, Compliance with

   2-1; 6-1

Corporate Assets, Protection of

   2-11

Data Privacy and Protection

   7-2

Destruction of Records

   2-12

Drug Policy

   2-8

Employee Likenesses, and Information, Use of

   2-8

Employment of Former Government Employees

   2-7

Equal Opportunity

   2-7

Excessive Trading, Mutual Funds Shares

   5-2

Exchange Traded Funds (“ ETFs ”)

   5-10

Exchange—Traded Index Options

   5-27

Executor, Service as

   2-13

Expense Reimbursement, Accepting

   3-9

Expense Reimbursement, Providing

   3-9

Fees, Referral

   2-12

Fiduciary, Price Advisers’ Status as a

   1-2; 5-1

Financial Reporting

   2-7

Financial Service Firms, Relationships with

   2-3

Front Running

   5-1

Gambling Related to Securities Markets

   5-28

General Policy Statement

   1-1

Gifts, Giving

   3-4

Gifts, Receipt of

   3-3

 

ii-2


Gifts, Reporting

   3-10

Global Investment Performance Standards ( “GIPS” )

   2-9

Government Employees, Employment of Former

   2-7

Harassment and Discrimination, Policy Against

   2-8

Health Insurance Portability and Accountability Act of 1996 ( “HIPAA” )

   2-7

iTrade

   5-15

Illegal Payments

   2-8

Independent Directors of Price Funds, Reporting

   5-20

Independent Directors of Price Group, Reporting

   5-22

Independent Directors of Savings Bank, Transaction Reporting

   5-23

Information Barriers

   4-9

Information, Release to the Press

   2-12

Initial Public Offerings

   5-13

Inside Information

   2-8; 4-1

Insider Trading and Securities Fraud Enforcement Act

   4-1; 5-1

Interest, Conflicts of

   2-2

Intermediaries, Restrictions on Holding Price Funds Through by Access Persons

   5-12

Internal Operating Procedures and Planning

   2-4

Internet, Access to

   7-5

Investment Advice

   2-5

Investment Clubs

   2-9; 5-23

Investment Personnel

   5-4

Investment Personnel, Reporting of Open-end Investment Company Holdings by

   5-29

Investment Research

   2-6

Large Issuer/Volume Transactions

   5-24

Litigation, Past and Current

   2-9

Lobbying

   2-11

Margin Accounts

   5-24

Market Timing, Mutual Fund Shares

   5-2

Marketing and Sales Activities

   2-9

Mutual Fund Shares, Excessive Trading of

   5-2

NASDAQ Requirements

   1-4

Non-Access Persons

   5-4

 

ii-3


Nonprofitmaking Organizations, Service with

   2-3

Open-End Investment Company Holdings, Reporting by Investment Personnel

   5-29

Options and Futures

   5-25

Payments, Illegal

   2-8

Personal Securities Holdings, Disclosure of by Access Persons

   5-28

Personal Representative, Service as

   2-13

Political Action Committee ( “PAC” )

   2-10

Political Activities and Contributions

   2-10

Press, Release of Information to the

   2-12

Price Funds Held Through Intermediaries

   5-12

Price Funds Held on Price Platforms or Through TRP Brokerage

   5-12

Price Group, Standards of Conduct

   2-1

Price Group Stock, Transactions in

   5-6

Price Platforms

   5-12

Prior Transaction Clearance of Securities Transactions (other than Price Group stock)

   5-13

Prior Transaction Clearance Denials, Requests for Reconsideration

   5-16

Privacy Policies and Procedures

   9-1

Private Placement, Investment In

   5-14

Private Placement Memoranda

   4-10

Profitmaking Enterprises, Relationships with

   2-2

Protection of Corporate Assets

   2-11

Publications

   2-14

Quality of Services

   2-11

Questions Regarding the Code

   1-5

Rating Changes on Security

   5-16; 5-24

Record Destruction

   2-12

Record Retention

   2-12

Referral Fees

   2-12

Regulation FD

   4-7

Reimbursement of Consultants Expenses Prohibited

   3-10

Release of Information to the Press

   2-12

Reportable Funds

   5-11

Reporting by Independent Directors of the Price Funds

   5-20

 

ii-4


Reporting by Independent Directors of Price Group

   5-22

Reporting by Independent Directors of the Savings Bank

   5-23

Reporting, Financial

   2-7

Reporting, Price Group Stock Transactions

   5-8

Reporting, Securities Transactions (other than Price Group stock) (not Independent Directors)

   5-18

Reporting Violations

   2-13

Research Trips

   3-6

Restricted List

   4-8

Retention of Code

   1-1

Retention, Record

   2-12

Rule 10b5-1

   4-6

Rule 10b5-2

   4-4

Sales and Marketing Activities

   2-9

Sanctions

   1-4; 5-29

Sarbanes-Oxley Attorney Reporting Requirements

   2-13

Sarbanes-Oxley Codes

   1-4

Sarbanes-Oxley Whistleblower Procedures

   2-13

Savings Bank

   5-1

Section 529 College Investment Plans, Reporting

   5-12; 5-19

Securities Accounts, Notification of

   5-17

Securities Transactions, Reporting of (other than Price Group stock) (not Independent Directors)

   5-18

Services, Quality of

   2-11

Short Sales

   5-26

Sixty (60) Day Rule

   5-27

Software Programs, Application of Copyright Law

   7-10

Speaking Engagements

   2-14

Standards of Conduct of Price Group and its Personnel

   2-1

Statement, General Policy

   1-1

Supervised Persons, Adviser Act Requirements for

   1-3

Supervised Persons, Definition of

   1-2

Supervision of Gifts, Business Entertainment and Expense Reimbursement

   3-10

Supervision of Requests Regarding Charitable Contributions

   3-14

 

ii-5


T. Rowe Price Platform

   5-12

Trademark Laws, Compliance with

   2-1;6-1

Temporary Workers, Application of Code to

   1-2; 5-3

Termination of Association, Understanding as to Accounts and Records

   2-6

Trading Activity, Generally

   5-24

Trading Activity, Mutual Fund Shares

   5-2

Trading Price Funds on Price Platforms/Brokerage

   5-12

Trading Price Funds Through Intermediaries

   5-12

Trips, Research

   3-6

Trustee, Service as

   2-13

Use of Employees’ Likenesses and Information

   2-8

Vendors, Relationships with Potential

   2-3

Violations, Responsibility to Report

   2-13

Waiver for Executive Officer, Reporting of

   1-4

Watch List

   4-9

Whistleblower Procedures, Sarbanes-Oxley

   2-13

March, 2008

 

ii-6


CODE OF ETHICS AND CONDUCT

OF

T. ROWE PRICE GROUP, INC.

AND ITS AFFILIATES

GENERAL POLICY STATEMENT

Purpose of Code of Ethics and Conduct. As a global investment management firm, we are considered a fiduciary to many of our clients and owe them a duty of undivided loyalty. Our clients entrust us with their financial well-being and expect us to always act in their best interests. Over the 71 years of our Company’s history, we have earned a reputation for fair dealing, honesty, candor, objectivity and unbending integrity. This has been possible by conducting our business on a set of shared values and principles of trust.

In order to educate our personnel, protect our reputation, and ensure that our tradition of integrity remains as a principle by which we conduct business, T. Rowe Price Group, Inc. ( “T. Rowe Price,” “TRP” , “Price Group” or “Group” ) has adopted this Code of Ethics and Conduct ( “Code” ). Our Code establishes standards of conduct that we expect each associate to fully understand and agree to adopt. As we are in a highly regulated industry, we are governed by an ever-increasing body of federal, state, and international laws as well as countless rules and regulations which, if not observed, can subject the firm and its employees to regulatory sanctions. In total, our Code contains 28 separate Standards of Conduct as well as the following separate Statements of Policy:

 

  1. Statement of Policy on Gifts, Entertainment, Expense Reimbursement and Charitable Contributions

 

  2. Statement of Policy on Material, Inside (Non-Public) Information

 

  3. Statement of Policy on Securities Transactions

 

  4. Statement of Policy with Respect to Compliance with Copyright and Trademark Laws

 

  5. Statement of Policy with Respect to Computer Security and Related Issues

 

  6. Statement of Policy on Compliance with Antitrust Laws

 

  7. Statement of Policies and Procedures on Privacy

A copy of this Code will be retained by the Code Administration and Regulatory Reporting Section of Group Compliance in Baltimore ( “Code Compliance Section” ) for five years from the date it is last in effect. While the Code is intended to provide you with guidance and certainty as to whether or not certain actions or practices are permissible, it does not cover every issue that you may face. The firm maintains other compliance-oriented manuals and handbooks that may be directly applicable to your specific responsibilities and duties. Nevertheless, the Code should be viewed as a guide for you and the firm as to how we jointly must conduct our business to live up to our guiding tenet that the interests of our clients and customers must always come first.

Each new employee will be provided with a copy of the current Code and all employees have access to the current Code, which is posted on the intranet. Each employee will be required to provide Price Group with a written acknowledgement of his or her understanding of the Code and its amendments on at least an annual basis. All written acknowledgements will be retained as required by the Investment Advisers Act of 1940 (the “Advisers Act.” )

 

1-1


Please read the Code carefully and observe and adhere to its guidance.

Persons and Entities Subject to the Code. The following entities and individuals are subject to the Code:

 

 

Price Group

 

 

The subsidiaries and affiliates of Price Group

 

 

The officers, directors and employees of Group and its affiliates and subsidiaries

Unless the context otherwise requires, the terms “T. Rowe Price,” “Price Group” and “Group” refer to Price Group and all its affiliates and subsidiaries.

In addition, the following persons are subject to the Code:

 

1. All temporary workers hired on the Price Group payroll ( “TRP Temporaries” );

 

2. All agency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period;

 

3. All independent or agency-provided consultants whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group employees (versus project work that stands apart from ongoing work); and

 

4. Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matters covered in the Code.

The independent directors of Price Group, the Price Funds and the Savings Bank are subject to the principles of the Code generally and to specific provisions of the Code as noted.

Definition of Supervised Persons. Under the Advisers Act, the officers, directors (or other persons occupying a similar status or performing similar functions) and employees of the Price Advisers, as well as any other persons who provide advice on behalf of a Price Adviser and are subject to the Price Adviser’s supervision and control are “Supervised Persons.”

Status as a Fiduciary. Several of Price Group’s subsidiaries are investment advisers registered with the United States Securities and Exchange Commission ( “SEC” ). These include T. Rowe Price Associates, Inc. ( “TRPA” ), T. Rowe Price International, Inc. ( “TRPI” ), T. Rowe Price Advisory Services, Inc. ( “TRPAS” ), T. Rowe Price (Canada), Inc. ( “TRP Canada” ), T. Rowe Price Global Investment Services Limited ( “TRPGIS” ) and T. Rowe Price Global Asset Management Limited ( “TRPGAM” ).

 

1-2


TRPI, TRPGIS, and TRPGAM are also registered with the United Kingdom’s Financial Services Authority ( “FSA” ).

TRPI is also registered with The Securities and Futures Commission ( “SFC” ) (Hong Kong) and the Monetary Authority of Singapore ( “MAS” ) (Singapore).

TRPGIS is also subject to regulation by the Financial Services Association/Kanto Local Finance Bureau ( “KLFB” ) (Japan), the Netherlands Authority for the Financial Markets (Netherlands), the Danish Financial Supervisory Authority (Denmark), the Swedish Financial Supervisory Authority (Sweden), and the Commission to Surveillance of the Finance Sector ( “CSSF” ) (Grand Duchy of Luxembourg).

TRP (Canada) is also registered with the Ontario Securities Commission (Canada), the Manitoba Securities Commission (Canada), the British Columbia Securities Commission (Canada), and the Alberta Securities Commission.

All advisers affiliated with Group will be referred to collectively as the “Price Advisers” unless the context otherwise requires. The Price Advisers will register with additional securities regulators as required by their respective businesses. The primary responsibility of the Price Advisers is to render to their advisory clients on a professional basis unbiased advice regarding their clients’ investments. As investment advisers, the Price Advisers have a fiduciary relationship with all of their clients, which means that they have an absolute duty of undivided loyalty, fairness and good faith toward their clients and mutual fund shareholders and a corresponding obligation to refrain from taking any action or seeking any benefit for themselves which would, or which would appear to, prejudice the rights of any client or shareholder or conflict with his or her best interests.

Adviser Act Requirements for Supervised Persons. The Advisers Act requires investment advisers to adopt codes that:

 

   

establish a standard of business conduct, applicable to Supervised Persons, reflecting the fiduciary obligations of the adviser and its Supervised Persons;

 

   

require Supervised Persons to comply with all applicable securities laws, including:

 

   

Securities Act of 1933

 

   

Securities Exchange Act of 1934

 

   

Sarbanes Oxley Act of 2002

 

   

Investment Company Act of 1940

 

   

Investment Advisers Act of 1940

 

   

Gramm-Leach-Bliley Privacy Act

 

   

Any rules adopted by the SEC under any of the foregoing Acts; and

 

   

Bank Secrecy Act as it applies to mutual funds and investment advisers and any rules adopted under that Act by the SEC or the United States Department of the Treasury;

 

   

require Supervised Persons to report violations of the code promptly to the adviser’s chief compliance officer or his or her designee if the chief compliance officer also receives reports of all violations; and

 

1-3


   

require the adviser to provide each Supervised Person with a copy of the code and any amendments and requiring Supervised Persons to provide the adviser with written acknowledgement of receipt of the code and any amendments.

Price Group applies these requirements to all persons subject to the Code, including all Supervised Persons.

NASDAQ Requirements. Nasdaq Stock Market, Inc. ( “NASDAQ” ) rules require listed companies to adopt a Code of Conduct for all directors, officers, and employees. Price Group is listed on NASDAQ. This Code is designed to fulfill this NASDAQ requirement. A waiver of this Code for an executive officer or director of T. Rowe Price Group, Inc. must be granted by Group’s Board of Directors and reported as required by the pertinent NASDAQ rule.

What the Code Does Not Cover. The Code was not written for the purpose of covering all policies, rules and regulations to which personnel may be subject. For example, T. Rowe Price Investment Services, Inc. ( “Investment Services” ) is regulated by the Financial Industry Regulatory Authority ( “FINRA” ) and, as such, is required to maintain written supervisory procedures to enable it to supervise the activities of its registered representatives and associated persons to ensure compliance with applicable securities laws and regulations and with the applicable rules of FINRA. In addition, TRPI, TRPGAM, TRPGIS, and TRP Canada are subject to several non-U.S. regulatory authorities as described on page 1-3 of this Code.

Sarbanes-Oxley Codes. The Principal Executive and Senior Financial Officers of Price Group and the Price Funds are also subject to Codes (collectively the “S-O Codes” ) adopted to bring these entities into compliance with the applicable requirements of the Sarbanes-Oxley Act of 2002 ( “Sarbanes-Oxley Act” ). These S-O Codes, which are available along with this Code on the firm’s intranet site under Departments/Corporate/Legal, are supplementary to this Code, but administered separately from it and each other.

Compliance Procedures for Funds and Federal Advisers. Under Rule 38a-1 of the Investment Company Act of 1940, each fund board is required to adopt written policies and procedures reasonably designed to prevent the fund from violating federal securities laws. These procedures must provide for the oversight of compliance by the fund’s advisers, principal underwriters, administrators and transfer agents. Under Rule 206(4)-7 of the Investment Advisers Act of 1940, it is unlawful for an investment adviser to provide investment advice unless it has adopted and implemented policies and procedures reasonably designed to prevent violations of federal securities laws by the adviser and its supervised persons.

Compliance with the Code. Strict compliance with the provisions of this Code is considered a basic condition of employment or association with the firm. An employee may be required to surrender any profit realized from a transaction that is deemed to be in violation of the Code. In addition, a breach of the Code may constitute grounds for disciplinary action, including fines and dismissal from employment. Employees may appeal to the Management Committee any ruling or decision rendered with respect to the Code. The names of the members of the Management Committee are included in Appendix A to this Code.

 

1-4


Questions Regarding the Code. Questions regarding the Code should be referred as follows:

 

1. Standards of Conduct of Price Group and Its Personnel: the Chairperson of the Ethics Committee, the Director of Human Resources, or the TRP International Compliance Team.

 

2. Statement of Policy on Gifts, Entertainment, Expense Reimbursement and Charitable Contributions: the Legal Department in Baltimore ( “Legal Department” ) or the TRP International Compliance Team.

 

3. Statement of Policy on Material, Inside (Non-Public) Information: the Legal Department or the TRP International Compliance Team.

 

4. Statement of Policy on Securities Transactions: For U.S. personnel: the Chairperson of the Ethics Committee or his or her designee; for International personnel: the TRP International Compliance Team.

 

5. Statement of Policy with Respect to Compliance with Copyright and Trademark Laws: Legal Department.

 

6. Statement of Policy with Respect to Computer Security and Related Issues: Enterprise Security, the Legal Department or the TRP International Compliance Team.

 

7. Statement of Policy on Compliance with Antitrust Laws: Legal Department.

 

8. Statement of Policies and Procedures on Privacy: Legal Department or the TRP International Compliance Team.

For additional information, consult Appendix A following the Standards of Conduct section of the Code.

March, 2008

 

1-5


STANDARDS OF CONDUCT OF PRICE GROUP AND ITS PERSONNEL

Allocation Policy. The policies of each of the Price Advisers with respect to the allocation of client brokerage are set forth in Part II of Form ADV of each of the Price Advisers. The Form ADV is each adviser’s registration statement filed with the SEC. It is imperative that all employees – especially those who are in a position to make recommendations regarding brokerage allocation, or who are authorized to select brokers that will execute securities transactions on behalf of our clients – read and become fully knowledgeable concerning our policies in this regard. Any questions regarding any of the Price Advisers’ allocation policies for client brokerage should be addressed to the designated contact person(s) of the U.S. Equity or Fixed Income or the International Committee, as appropriate. See Appendix A.

Annual Verification of Compliance . Each year, each person subject to the Code ( see p. 1-2) is required to complete a Verification Statement regarding his or her compliance with various provisions of this Code, including its policies on personal securities transactions and material, inside information. In addition, each Access Person (defined on p. 5-3), except the independent directors of the Price Funds, must file an initial and annual Personal Securities Report ( see pp. 5-28 and 5-29).

Antitrust. The United States antitrust laws are designed to ensure fair competition and preserve the free enterprise system. The United Kingdom and the European Union have requirements based on similar principals. Some of the most common antitrust issues with which an employee may be confronted are in the areas of pricing (adviser fees) and trade association activity. To ensure its employees’ understanding of these laws, Price Group has adopted a Statement of Policy on Compliance with Antitrust Laws. All employees should read and understand this Statement ( see page 8-1).

Anti-Money Laundering. Certain subsidiaries of Price Group are subject to the laws and regulations of the United States, United Kingdom and the other jurisdictions in which they do business regarding the prevention and detection of money laundering. For example, under the U.S. Patriot Act, the affected subsidiaries must develop internal policies, procedures and controls to combat money laundering, designate a Compliance Officer for the anti-money laundering program, implement employee training in this area, and ensure that an independent review of the adequacy of controls and procedures in this area occurs annually. In addition, the anti-money laundering program must include a Customer Identification Program (“ CIP ”). Each of these entities has specific procedures in this area, by which its employees must abide.

Appropriate Conduct. Associates are expected to conduct themselves in an appropriate and responsible manner in the workplace, when on company business outside the office and at company-sponsored events. Inappropriate behavior reflects poorly on the associate and may impact TRP. Supervisors should be especially mindful that they should set the standard for appropriate behavior.

Compliance with Copyright and Trademark Laws. To protect Price Group and its employees, Price Group has adopted a Statement of Policy with Respect to Compliance with Copyright and Trademark Laws. You should read and understand this Statement ( see page 6-1).

 

2-1


Computer Security. Computer systems and programs play a central role in Price Group’s operations. To establish appropriate computer security to minimize potential for loss or disruptions to our computer operations, Price Group has adopted a Statement of Policy with Respect to Computer Security and Related Issues. You should read and understand this Statement ( see page 7-1).

Conflicts of Interest. All employees must avoid placing themselves in a “compromising position” where their interests may be in conflict with those of Price Group or its clients.

Relationships with Profitmaking Enterprises. Depending upon the circumstances, an employee may be prohibited from creating or maintaining a relationship with a profitmaking enterprise. In all cases, written approval must be obtained as described below.

General Prohibitions. Employees are generally prohibited from serving as officers or directors of issuers that are approved or likely to be approved for purchase in our firm’s client accounts. In addition, an employee may not accept or continue outside employment that will require him or her to become registered (or duly registered) as a representative of an unaffiliated broker/dealer, investment adviser or an insurance broker or company unless approval to do so is first obtained in writing from the Chief Compliance Officer of the broker/dealer. See Appendix A for the name of the Chief Compliance Officer of the broker/dealer. An employee also may not become independently registered as an investment adviser.

Approval Process. Any outside business activity, which may include a second job, appointment as an officer or director of or a member of an advisory board to a for-profit enterprise, or self employment, must be approved in writing by the employee’s supervisor. If the employee is a registered representative of Investment Services, he or she must also receive the written approval of the Chief Compliance Officer of the broker/dealer.

Review by Ethics Committee. If an employee contemplates obtaining an interest or relationship that might conflict or appear to conflict with the interests of Price Group, he or she must also receive the prior written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Ethics Committee itself. Examples of relationships that might create a conflict or appear to create a conflict of interest may include appointment as a director, officer or partner of or member of an advisory board to an outside profitmaking enterprise, employment by another firm in the securities industry, or self employment in an investment capacity. Decisions by the Ethics Committee regarding such positions in outside profitmaking enterprises may be reviewed by the Management Committee before becoming final. See below for a discussion of relationships with financial services firms.

Approved Service as Director or Similar Position. Certain employees may serve as directors or as members of creditors committees or in similar positions for non-public, for-profit entities in connection with their professional activities at the firm. An employee must receive the written permission of the Management Committee before accepting such a position and must relinquish the position if the entity becomes publicly held, unless otherwise determined by the Management Committee.

 

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Service with Nonprofitmaking Organizations. Price Group encourages its employees to become involved in community programs and civic affairs. However, employees should not permit such activities to affect the performance of their job responsibilities.

Approval Process. The approval process for service with a nonprofitmaking organization varies depending upon the activity undertaken.

By Supervisor. An employee must receive the approval of his or her supervisor in writing before accepting a position as an officer, trustee or member of the Board of Directors of any non-profit organization.

By Ethics Committee Chairperson. If there is any possibility that the organization will issue and/or sell securities, the employee must also receive the written approval of the Chairperson of the Ethics Committee or his or her designee and, as appropriate, the Chief Compliance Officer of the broker/dealer before accepting the position.

Although individuals serving as officers, Board members or trustees for non-profitmaking entities that will not issue or sell securities do not need to receive this additional approval, they must be sensitive to potential conflict of interest situations ( e.g., the entity is considering entering a business relationship with a T. Rowe Price entity) and must contact the Chairperson of the Ethics Committee for guidance if such a situation arises.

Relationships with Financial Service Firms. In order to avoid any actual or apparent conflicts of interest, employees are prohibited from investing in or entering into any relationship, either directly or indirectly, with corporations, partnerships, or other entities that are engaged in business as a broker, a dealer, an underwriter, and/or an investment adviser. As described above, this prohibition generally extends to registration and/or licensure with an unaffiliated firm. This prohibition, however, is not meant to prevent employees from purchasing publicly traded securities of broker/dealers, investment advisers or other companies engaged in the mutual fund industry. Of course, all such purchases are subject to prior transaction clearance and reporting procedures, as applicable. This policy also does not preclude an employee from engaging an outside investment adviser to manage his or her assets.

If any member of an employee’s immediate family is employed by, or has a partnership interest in a broker/dealer, investment adviser, or other entity engaged in the mutual fund industry, the relationship must be reported to the Ethics Committee.

An ownership interest of 0.5% or more in any entity, including a broker/dealer, investment adviser or other company engaged in the mutual fund industry, must be reported to the Code Compliance Section. See p. 5-28.

Existing Relationships with Potential Vendors. If an employee is going to be involved in the selection of a vendor to supply goods or services to the firm, he or she must disclose the existence of any on-going personal or family relationship with any principal of the vendor to the Chairperson of the Ethics Committee in writing before becoming involved in the selection process.

 

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Investment in Client/Vendor Company Stock. In some instances, existing or prospective clients ( e.g., clients with full-service relationships with T. Rowe Price Retirement Plan Services, Inc.) or vendors ask to speak to our portfolio managers and/or analysts who have responsibility for a Price Fund or other managed account in an effort to promote investment in their securities. While these meetings present an opportunity to learn more about the client/vendor and may therefore be helpful to Price, employees must be aware of the potential conflicts presented by such meetings. In order to avoid any actual or apparent conflicts of interest:

 

   

employees are prohibited from providing any internal information ( e.g., internal ratings or plans for future Price Fund or other client account purchases) to the client or vendor regarding the securities, except to the extent specifically authorized by the Legal Department or otherwise allowed by the Code under the sections entitled “Investment Research” and “Information about the Price Funds” ( see p. 2-6), and

 

   

investment decisions of employees regarding a client’s or vendor’s securities must be made independently of the client or vendor relationship and cannot be based on any express or implied quid pro quo. If a situation arises where a client has suggested that it is considering either expanding or eliminating its relationship with Price (or, in the case of a vendor, offering a more or less favorable pricing structure) based upon whether Price increases purchases of the client’s or vendor’s securities, the Chairperson of the Ethics Committee should be consulted immediately for guidance.

In addition, the use of information derived from such meetings with existing or prospective clients or vendors must conform to the Statement of Policy on Material, Inside (Non- Public) Information , which is part of this Code ( see p. 4-1).

Conflicts in Connection with Proxy Voting. If a portfolio manager or analyst with the authority to vote a proxy or recommend a proxy vote for a security owned by a Price Fund or a client of a Price Adviser has an immediate family member who is an officer or director or has a material business relationship with the issuer of the security, the portfolio manager or analyst should inform the Proxy Committee of the relationship so that the Proxy Committee can assess any conflict of interest that may affect whether the proxy should or should not be voted in accordance with the firm’s proxy voting policies.

Confidentiality. The exercise of confidentiality extends to the major areas of our operations, including internal operating procedures and planning; clients, fund shareholders and TRP Brokerage customers; investment advice; investment research; employee information and contractual obligations to protect third party confidential information. The duty to exercise confidentiality applies not only while an individual is associated with the firm, but also after he or she terminates that association.

Internal Operating Procedures and Planning. During the years we have been in business, a great deal of creative talent has been used to develop specialized and unique methods of

 

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operations and portfolio management. In many cases, we feel these methods give us an advantage over our competitors and we do not want these ideas disseminated outside our firm. Accordingly, you should be guarded in discussing our business practices with outsiders. Any requests from outsiders for specific information of this type should be cleared with the appropriate supervisor before it is released.

Also, from time to time management holds meetings in which material, non-public information concerning the firm’s future plans is disclosed. You should never discuss confidential information with, or provide copies of written material concerning the firm’s internal operating procedures or projections for the future to, unauthorized persons outside the firm.

Clients, Fund Shareholders, and TRP Brokerage Customers. In many instances, when clients subscribe to our services, we ask them to disclose fully their financial status and needs. This is done only after we have assured them that every member of our organization will hold this information in strict confidence. It is essential that we respect their trust. A simple rule for you to follow is that the names of our clients, fund shareholders, or TRP Brokerage customers or any information pertaining to their investments must never be divulged to anyone outside the firm, not even to members of their immediate families, without appropriate authorization, and must never be used as a basis for personal trades over which you have beneficial interest or control.

Third Parties. In contracts with vendors and other third parties with which we have business dealings, the firm may enter into obligations to protect the confidentiality of information received from third parties. Such information may include software, business information concerning the third party or the terms and pricing of the contractual arrangement. This information must be protected in the same manner that the firm’s own confidential information is protected.

In addition, the firm has adopted a specific Statement of Policies and Procedures on Privacy , which is part of this Code ( see p. 9-1).

Investment Advice. Because of the fine reputation our firm enjoys, there is a great deal of public interest in what we are doing in the market. There are two major considerations that dictate why we must not provide investment “tips”:

 

   

From the point of view of our clients, it is not fair to give other people information which clients must purchase.

 

   

From the point of view of the firm, it is not desirable to create an outside demand for a stock when we are trying to buy it for our clients, as this will only serve to push the price up. The reverse is true if we are selling. Therefore, disclosure of our trading interests could have a negative impact on the firm’s ability to execute trades at the best price.

In light of these considerations, you must never disclose to outsiders our buy and sell recommendations, current orders or recent transactions, securities we are considering for future investment, or the portfolio holdings of our clients or mutual funds without specific firm authorization.

 

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The practice of giving investment advice informally to members of your immediate family should be restricted to very close relatives. Any transactions resulting from such advice are subject to the prior transaction clearance (Access Persons only except for Price Group stock transactions, which require prior transaction clearance by all personnel) and reporting requirements (Access Persons and Non-Access Persons) of the Statement of Policy on Securities Transactions. Under no circumstances should you receive compensation directly or indirectly (other than from a Price Adviser or an affiliate) for rendering advice to either clients or non-clients.

Investment Research. Any report circulated by a research analyst is confidential in its entirety and should not be reproduced or shown to anyone outside of our organization, except our clients where appropriate. If a circumstance arises where it may be appropriate to share this information otherwise, the Chairperson of the Ethics Committee should be consulted first.

Employee Information. For business and regulatory purposes, the firm collects and maintains information ( e.g., social security number, date of birth, home address) about its employees, temporaries and consultants. You may not use such information for any non-business or non-regulatory purpose or disclose it to anyone outside the firm without specific authorization from the Legal Department or the TRP International Compliance Team as appropriate.

Information about the Price Funds. The Price Funds have adopted policies and procedures with respect to the selective disclosure of information about the Price Funds and their portfolio holdings. These are set forth on the firm’s intranet under “Departments/Corporate/Legal/ TRP Policy and Procedures Documents/Legal/Mutual Funds/”Portfolio Information Release Policy” and “Matrix of Supplementary Fund Data”. All Associates are charged with informing themselves of, and adhering to, these Policies and Procedures and may not release any information about the Price Funds that would be harmful to the Price Funds or their shareholders.

Understanding as to Clients’ Accounts and Company Records at Time of Termination of Association. The accounts of clients, mutual fund shareholders, and TRP Brokerage customers are not the property of any employee; they are accounts of one of Price Group’s affiliates. This includes the accounts of clients for which one or more of the Price Advisers acts as investment adviser, regardless of how or through whom the client relationship originated and regardless of who may be the counselor for a particular client. At the time of termination of association with Price Group, you must: (1) surrender to Price Group in good condition any and all materials, reports or records (including all copies in your possession or subject to your control) developed by you or any other person that are considered confidential information of Price Group (except copies of any research material in the production of which you participated to a material extent); and (2) refrain from communicating, transmitting or making known to any person or firm any information relating to any materials or matters whatsoever that are considered by Price Group to be confidential.

 

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HIPAA. The firm’s Flexible Benefits Plan has adopted a specific Privacy Notice regarding the personal health information of participants in compliance with the Health Insurance Portability and Accountability Act of 1996 ( “HIPAA” ). A copy of the HIPAA Privacy Notice can be found on the firm’s intranet under Departments/Corporate/Human Resources/Benefits/HIPAA Privacy Notice.

Employment of Former Government and Self-Regulatory Organization Employees. United States laws and regulations govern the employment of former employees of the U.S. Government and its agencies, including the SEC. In addition, certain states have adopted similar statutory restrictions. Finally, certain states and municipalities that are clients of the Price Advisers have imposed contractual restrictions in this regard. Before any action is taken to discuss employment by Price Group of a former government or regulatory or self-regulatory organization employee, whether in the United States or internationally, guidance must be obtained from the Legal Department.

Financial Reporting. Price Group’s records are maintained in a manner that provides for an accurate record of all financial transactions in conformity with generally accepted accounting principles. No false or deceptive entries may be made and all entries must contain an appropriate description of the underlying transaction. All reports, vouchers, bills, invoices, payroll and service records and other essential data must be accurate, honest and timely and should provide an accurate and complete representation of the facts. The Audit Committee of Price Group has adopted specific procedures regarding the receipt, retention and treatment of certain auditing and accounting complaints. See Responsibility to Report Violations at p. 2-13.

Gifts and Gratuities. The firm has adopted a comprehensive policy on providing and receiving gifts and business entertainment, which is found in this Code in the Statement of Policy on Gifts, Entertainment, Expense Reimbursement and Charitable Contributions. All employees should read and understand this Statement ( see page 3-1).

Health and Safety in the Workplace. Price Group recognizes its responsibility to provide personnel a safe and healthful workplace and proper facilities to help them do their jobs effectively.

Human Resources. You should consult the appropriate Associate Handbook for more information on the policies discussed in this section and other Human Resources policies.

Equal Opportunity. Price Group is committed to the principles of equal employment opportunity (EEO) and the maximum optimization of our associates’ abilities. We believe our continued success depends on the equal treatment of all employees and applicants without regard to race, religion, creed, color, national origin, gender, age, disability, marital status, sexual orientation, citizenship status, veteran status, or any other classification protected by federal, state or local laws.

This commitment to Equal Opportunity covers all aspects of the employment relationship including recruitment, application and initial employment, promotion, transfer, training and development, compensation, and benefits.

All associates of T. Rowe Price are expected to comply with the spirit and intent of our Equal Employment Opportunity Policy.

 

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If you feel you have not been treated in accordance with this policy, contact your immediate supervisor, the appropriate Price Group manager or a Human Resources representative. No retaliation will be taken against you if you report an incident of alleged discrimination in good faith.

Drug and Alcohol Policy. Price Group is committed to providing a drug-free workplace and preventing alcohol abuse in the workplace. Drug and alcohol misuse and abuse affect the health, safety, and well-being of all Price Group employees and customers and restrict the firm’s ability to carry out its mission. Personnel must perform job duties unimpaired by illegal drugs or the improper use of legal drugs or alcohol.

Policy Against Harassment and Discrimination. Price Group is committed to providing a safe working environment in which all individuals are treated with respect and dignity. Associates have the right to enjoy a workplace that is conducive to high performance, promotes equal opportunity, and prohibits discrimination including harassment.

Price Group will not tolerate harassment, discrimination, or other types of inappropriate behavior directed by or toward an associate, supervisor/manager, contractor, vendor, customer, visitor, or other business partner. Accordingly, the firm will not tolerate harassment or intimidation of any associate based on race, color, national origin, religion, creed, gender, sexual orientation, age, disability, veteran, marital or any other status protected by federal, state, or local law. In addition, Price Group does not tolerate slurs, threats, intimidation, or any similar written, verbal, physical, or computer-related conduct that denigrates or shows hostility or aversion toward any individual based on race, color, national origin, religion, creed, gender, sexual orientation, age disability, veteran, marital, or any other status protected by federal, state or local law. Harassment will not be tolerated on our property or in any other work-related setting such as business-sponsored social events or business trips. In addition, the firm will not tolerate harassment, discrimination, or other types of inappropriate behavior directed by or toward any associate from our customers and clients and vice versa.

If you are found to have engaged in conduct inconsistent with this policy, you will be subject to appropriate disciplinary action, up to and including, termination of employment.

Use of Employee Likenesses and Information. Employees consent to the use of their names, biographical information, photographs, job descriptions and other relevant business data for any work-related purpose.

Illegal Payments. State, United States, and international laws prohibit the payment of bribes, kickbacks, inducements or other illegal gratuities or payments by or on behalf of Price Group. Price Group, through its policies and practices, is committed to comply fully with these laws. The U.S. Foreign Corrupt Practices Act makes it a crime to corruptly give, promise or authorize payment, in cash or in kind, for any service to a foreign official or political party in connection with obtaining or retaining business. If you are solicited to make or receive an illegal payment, you should contact the Legal Department.

Inside Information. The purchase or sale of securities while in possession of material, inside information is prohibited by U.S., U.K., and other international, state and other governmental laws

 

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and regulations. Information is considered inside and material if it has not been publicly disclosed and is sufficiently important that it would affect the decision of a reasonable person to buy, sell or hold securities in an issuer, including Price Group. Under no circumstances may you transmit such information to any other person, except to Price Group personnel who are required to be kept informed on the subject. You should read and understand the Statement of Policy on Material, Inside (Non-Public) Information ( see page 4-1).

Investment Clubs. The following discussion of obligations of Access Persons does not apply to the independent directors of the Price Funds. Access Persons must receive the prior clearance of the Chairperson of the Ethics Committee or his or her designee before forming or participating in a stock or investment club. Transactions in which Access Persons have beneficial ownership or control ( see p. 5-4 ) through investment clubs are subject to the firm’s Statement of Policy on Securities Transactions. As described on p. 5-23, approval to form or participate in a stock or investment club may permit the execution of securities transactions without prior transaction clearance by the Access Person, except transactions in Price Group stock, if the Access Person has beneficial ownership solely by virtue of his or her spouse’s participation in the club and has no investment control or input into decisions regarding the club’s securities transactions. Non-Access Persons (defined on p. 5-4) do not have to receive prior clearance to form or participate in a stock or investment club and need only obtain prior clearance of transactions in Price Group stock.

Marketing and Sales Activities. All written and oral marketing materials and presentations (including performance data) ( e.g., advertisements; sales literature) must be in compliance with applicable SEC, FINRA, Global Investment Performance Standards (“ GIPS ”), FSA, and other applicable international requirements. All such materials (whether for the Price Funds, non-Price funds, or various advisory or Brokerage services) must be reviewed and approved by the Legal Department or the TRP International Compliance Team, as appropriate, prior to use. All performance data distributed outside the firm, including total return and yield information, must be obtained from databases sponsored by the Performance Group.

Past and Current Litigation. As a condition of employment, each new employee is required to answer a questionnaire regarding past and current civil (including arbitrations) and criminal actions and certain regulatory matters. Price Group uses the information obtained through these questionnaires to answer questions asked on governmental and self-regulatory organization registration forms and for insurance and bonding purposes.

Each employee is responsible for keeping answers on the questionnaire current.

An employee should notify Human Resources and either the Legal Department or the TRP International Compliance Team promptly if he or she:

 

   

Becomes the subject of any proceeding or is convicted of or pleads guilty or no contest to or agrees to enter a pretrial diversion program relating to any felony or misdemeanor or similar criminal charge in a United States (federal, state, or local), foreign or military court, or

 

   

Becomes the subject of a Regulatory Action, which includes any action by the SEC, the FSA, the SFC, the MAS, the KLFB, The Netherland Authority for the Financial Markets, the Danish Financial Supervisory Authority, the Swedish Financial

 

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Supervisory Authority, the CSSF, and the Ontario, Manitoba, British Columbia and Alberta Securities Commissions, a state, a foreign government, a federal, state or foreign regulatory agency or any domestic or foreign self-regulatory organization relating to securities or investment activities, dishonesty, breach of trust, or money laundering as well as any court proceeding that has or could result in a judicial finding of a violation of statutes or regulations related to such activities or in an injunction in connection with any such activities.

Political Activities and Contributions. In support of the democratic process, Price Group encourages its eligible employees to exercise their rights as citizens by voting in all elections. Price Group encourages employees to study the issues and platforms as part of the election process, but does not direct employees to support any particular political party or candidate.

All U.S.-based officers and directors of Price Group and its subsidiaries are required to disclose certain Maryland local and state political contributions on a semi-annual basis and certain Pennsylvania political contributions on an annual basis through a Political Contribution Questionnaire sent to officers and directors. In addition, certain employees associated with Investment Services are subject to limitations on and additional reporting requirements about their political contributions under Rule G-37 of the United States Municipal Securities Rulemaking Board (“ MSRB ”).

United States law prohibits corporate contributions to campaign elections for federal office ( e.g., U.S. Senate and House of Representatives). This means that Price Group cannot use corporate funds, either directly or indirectly, to help finance any federal political candidate or officeholder. It also means that the firm cannot provide paid leave time to employees for political campaign activity. However, employees may use personal time or paid vacation or may request unpaid leave to participate in political campaigning.

T. Rowe Price makes political contributions to candidates for local and state offices in Maryland via the T. Rowe Price Maryland Political Contribution Committee. T. Rowe Price does not reimburse employees for making contributions to individual candidates or committees.

The applicable state or local law controls the use of corporate funds in the context of state and local elections. No political contribution of corporate funds, direct or indirect, to any political candidate or party, or to any other program that might use the contribution for a political candidate or party, or use of corporate property, services or other assets may be made without the written prior approval of the Legal Department. These prohibitions cover not only direct contributions, but also indirect assistance or support of candidates or political parties through purchase of tickets to special dinners or other fundraising events, or the furnishing of any other goods, services or equipment to political parties or committees. Neither Price Group nor its employees or independent directors may make a political contribution for the purpose of obtaining or retaining business with government entities.

T. Rowe Price does not have a Political Action Committee (“ PAC ”). However, T. Rowe Price has granted permission to the Investment Company Institute’s PAC (“ ICI PAC ”), which serves the interests of the investment company industry, to solicit T. Rowe Price’s senior management on an annual basis to make contributions to ICI PAC or candidates designated by ICI PAC. Contributions to ICI PAC are entirely voluntary.

 

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Employees, officers, and directors of T. Rowe Price may not solicit campaign contributions from employees without adhering to T. Rowe Price’s policies regarding solicitation. These include the following:

 

   

It must be clear that the solicitation is personal and is not being made on behalf of T. Rowe Price.

 

   

It must be clear that any contribution is entirely voluntary.

 

   

T. Rowe Price’s stationery and email system may not be used.

From time to time, the Legal Department sends to U.S.-based vice presidents and inside directors a memorandum describing the requirements of United States and pertinent state law in connection with political contributions.

An employee may participate in political campaigns or run for political office, provided this activity does not conflict with his or her job responsibilities. Should the employee have any questions, he or she should consult with his or her immediate supervisor.

Lobbying. It is important to realize that under some state laws, even limited contact, either in person or by other means, with public officials in that state may trigger that state’s lobbying laws. For example, in Maryland, if $2,500 of a person’s compensation can be attributed to face-to-face contact with legislative or executive officials in a six-month reporting period, he or she may be required to register as a Maryland lobbyist subject to a variety of restrictions and requirements. Therefore, it is imperative that you avoid any lobbying on behalf of the firm, whether in-person or by other means ( e.g., telephone, letter) unless the activity is cleared first by the Legal Department, so that you do not inadvertently become subject to regulation as a lobbyist. If you have any question whether your contact with a state’s officials may trigger lobbying laws in that state, please contact the Legal Department before proceeding.

Protection of Corporate Assets. All personnel are responsible for taking measures to ensure that Price Group’s assets are properly protected. This responsibility not only applies to our business facilities, equipment and supplies, but also to intangible assets such as proprietary, research or marketing information, corporate trademarks and servicemarks, copyrights, client relationships and business opportunities. Accordingly, you may not solicit for your personal benefit clients or utilize client relationships to the detriment of the firm. Similarly, you may not solicit co-workers to act in any manner detrimental to the firm’s interests.

Quality of Services. It is a continuing policy of Price Group to provide investment products and services that: (1) meet applicable laws, regulations and industry standards; (2) are offered to the public in a manner that ensures that each client/shareholder understands the objectives of each investment product selected; and (3) are properly advertised and sold in accordance with all applicable SEC, FSA, FINRA, and other international, state and self-regulatory rules and regulations.

The quality of Price Group’s investment products and services and operations affects our reputation, productivity, profitability and market position. Price Group’s goal is to be a quality leader and to create conditions that allow and encourage all employees to perform their duties in an efficient, effective manner.

 

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Record Retention and Destruction. Under various U.S., U.K., other international state, and other governmental laws and regulations, certain of Price Group’s subsidiaries are required to produce, maintain and retain various records, documents and other written (including electronic) communications. For example, U.S. law generally requires an investment adviser to retain required records in a readily accessible location for not less than five years from the end of the fiscal year during which the record was made (the current year and the two immediately preceding years in an appropriate office of the adviser), although some records may be required to be retained longer depending on their nature. See Tab 7, Investment Adviser Compliance Manual. Any questions regarding retention requirements should be addressed to the Legal Department or the TRP International Compliance Team, as appropriate.

You must use care in disposing of any confidential records or correspondence. Confidential material that is to be discarded should be placed in designated bins or should be torn up or shredded, as your department requires. If a quantity of material is involved, you should contact Document Management for instructions regarding proper disposal. Documents stored off-site are destroyed on a regular basis if the destruction is approved by the appropriate business contact.

The firm is legally prohibited from destroying any existing records that may be relevant to any current, pending or threatened litigation or regulatory investigation or audit. These records would include emails, calendars, memoranda, board agendas, recorded conversations, studies, work papers, computer notes, handwritten notes, telephone records, expense reports or similar material. If your business area is affected by litigation or an investigation or audit, you can expect to receive instructions from the Legal Department on how to proceed. Regardless of whether you receive such instructions, you should be prepared to secure relevant records once you become aware that they are subject to litigation or regulatory investigations or audits.

All personnel are responsible for adhering to the firm’s record maintenance, retention, and destruction policies.

In addition, the firm has adopted a specific Statement of Policies and Procedures on Privacy , which is part of this Code (s ee p. 9-1).

Referral Fees. United States securities laws strictly prohibit the payment of any type of referral fee unless certain conditions are met. This would include any compensation to persons who refer clients or shareholders to us ( e.g., brokers, registered representatives, consultants, or any other persons) either directly in cash, by fee splitting, or indirectly by the providing of gifts or services (including the allocation of brokerage). FSA also prohibits the offering of any inducement likely to conflict with the duties of the recipient. No arrangements should be entered into obligating Price Group or any employee to pay a referral fee unless approved first by the Legal Department.

Release of Information to the Press. All requests for information from the media concerning T. Rowe Price Group’s corporate affairs, mutual funds, investment services, investment philosophy and policies, and related subjects should be referred to the appropriate Public Relations contact for reply. Investment professionals who are contacted directly by the press concerning a particular fund’s investment strategy or market outlook may use their own discretion, but are advised to check with the appropriate Public Relations contact if they do not know the reporter or feel it may be inappropriate to comment on a particular matter. Public Relations contact persons are listed in Appendix A.

 

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Responsibility to Report Violations. The following is a description of reporting requirements and procedures that may or do arise if an officer or employee becomes aware of material violations of the Code or applicable laws or regulations.

General Obligation. If an officer or employee becomes aware of a material violation of the Code or any applicable law or regulation, he or she must report it to the Chief Compliance Officer of the applicable Price Adviser ( “Chief Compliance Officer” ) or his or her designee, provided the designee provides a copy of all reports of violations to the Chief Compliance Officer. Reports submitted in paper form should be sent in a confidential envelope. Any report may be submitted anonymously; anonymous complaints must be in writing and sent in a confidential envelope to the Chief Compliance Officer. U.K. employees may also contact the FSA. See Appendix A regarding the Chief Compliance Officer to whom reports should be made.

It is Price Group’s policy that no adverse action will be taken against any person who becomes aware of a violation of the Code and reports the violation in good faith.

Sarbanes-Oxley Whistleblower Procedures. Pursuant to the Sarbanes-Oxley Act, the Audit Committee of Price Group has adopted procedures ( “Procedures” ) regarding the receipt, retention and treatment of complaints received by Price Group regarding accounting, internal accounting controls or auditing matters and the confidential, anonymous submission by employees of Price Group or any of its affiliates of concerns regarding questionable accounting or auditing matters. All employees should familiarize themselves with these Procedures, which are posted in the repository of the firm’s policies and procedures ( “Repository” ) on the intranet.

Under the Procedures, complaints regarding certain auditing and accounting matters should be sent to Chief Legal Counsel, T. Rowe Price Group, Inc, The Legal Department either through interoffice mail in a confidential envelope or by mail marked confidential to P.O. Box 37283, Baltimore, Maryland 21297-3283, or a report may be made by calling the toll-free hotline at 888-651-6223.

Sarbanes-Oxley Attorney Reporting Requirements. Attorneys employed or retained by Price Group or any of the Price Funds are also subject to certain reporting requirements under the Sarbanes-Oxley Act. The relevant procedures are posted in the firm’s Repository.

Service as Trustee, Executor or Personal Representative. You may serve as the trustee, co-trustee, executor or personal representative for the estate of or a trust created by close family members. You may also serve in such capacities for estates or trusts created by nonfamily members. However, if an Access Person expects to be actively involved in an investment capacity in connection with an estate or trust created by a nonfamily member, he or she must first be granted permission by the Ethics Committee. If you serve in any of these capacities, securities transactions effected in such accounts will be subject to the prior transaction clearance (Access Persons only, except for Price Group stock transactions, which require prior transaction clearance by all personnel) and reporting requirements (Access Persons and Non-Access Persons) of our Statement of Policy on Securities Transactions. Although Access Persons, the independent directors of the Price Funds are not subject to the prior transaction clearance requirements and are subject to modified reporting as described on pp. 5-20 to 5-22.

 

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If you presently serve in any of these capacities for nonfamily members, you should report the relationship in writing to the Ethics Committee.

Speaking Engagements and Publications. Employees are often asked to accept speaking engagements on the subject of investments, finance, or their own particular specialty with our organization. This is encouraged by the firm, as it enhances our public relations, but you should obtain approval from your supervisor and the head of your Division, if different, before you accept such requests. You may also accept an offer to teach a course or seminar on investments or related topics (for example, at a local college) in your individual capacity with the approval of your supervisor and the head of your Division, if different, and provided the course is in compliance with the Guidelines found in Investment Services’ Compliance Manual.

Before making any commitment to write or publish any article or book on a subject related to investments or your work at Price Group, approval should be obtained from your supervisor and the head of your Division, if different.

March, 2008

 

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APPENDIX A TO THE T. ROWE PRICE GROUP, INC.

CODE OF ETHICS AND CONDUCT

 

 

Brokerage Control Committees. There are three Brokerage Control Committees which set the policy regarding the allocation of client brokerage. For more information for the U.S.-based advisers, contact Art Varnado of the Fixed Income Committee or Rich Whitney of the Equity Committee, as appropriate, in Baltimore. For more information for the international advisers, contact David Warren or Neil Smith of the International Committee, in London.

 

 

Chief Compliance Officer. The Chief Compliance Officer of the U.S. Price Advisers ( i.e., TRPA, TRPAS, TRP (Canada) is John Gilner. The Chief Compliance Officer of the International Price Advisers ( i.e., TRPI, TRPGIS, TRPGAM) is Jeremy Fisher. The Chief Compliance Officer of the broker/dealer, T. Rowe Price Investment Services, Inc., is Sarah McCafferty.

 

 

Ethics Committee. The members of the Ethics Committee are David Warren in London and Henry Hopkins, Andy Brooks, Greg McCrickard, Mary Miller, John Gilner, and Gretchen Park in Baltimore.

 

 

Chairperson of the Ethics Committee. The Chairperson of the Ethics Committee is Henry Hopkins. Requests to him should be sent to the attention of John Gilner in the Legal Department, except that requests regarding IPO’s for U.S. Access Persons who are Non-Investment Personnel may be directed to either John Gilner or Andy Brooks.

 

 

Code Compliance Section. The members of the Code Compliance Section are John Gilner, Dottie Jones, Karen Clark, and Lisa Daniels.

 

 

TRP International Compliance Team . The members of the TRP International Compliance Team in London are Jeremy Fisher, Calum Ferguson, Carol Bambrough, Sophie West, Maxine Moore and Louise Jones; in Tokyo: Manabu Kinoshita.

 

 

Designated Person, TRP International Compliance Team . Carol Bambrough, Louise Jones, and Jeremy Fisher.

 

 

Designated Person, Code Compliance Section. Dottie Jones, Karen Clark.

 

 

Management Committee. Edward C. Bernard, James A.C. Kennedy, Mary J. Miller, Brian C. Rogers, William J. Stromberg, and David J.L. Warren.

 

 

Public Relations Contacts. Steven Norwitz in Baltimore and Peter Preisler in Copenhagen.

March, 2008

 

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STATEMENT OF POLICY ON GIFTS, ENTERTAINMENT, EXPENSE

REIMBURSEMENT AND CHARITABLE CONTRIBUTIONS

General Policy. The firm has adopted this Statement of Policy (“Statement”) to govern the giving and receipt of gifts, business entertainment and expense reimbursements from and to “business contacts,” as defined later. The Statement also addresses certain requests for charitable contributions. It is imperative that all employees be sensitive to potential conflicts of interests in these areas and to refer to this Statement for guidance.

Personal relationships with business contacts may lead to gifts and entertainment that are offered on a friendship basis and that may be perfectly proper. It must be remembered, however, that business relationships cannot always be separated from personal relationships and that the integrity of a business relationship is always susceptible to criticism in hindsight where gifts, entertainment, expense reimbursements, or charitable contributions are given or received.

The giving and receipt of gifts, entertainment, expense reimbursements, and charitable contributions can create or appear to create a conflict of interest and place our firm in a difficult or embarrassing position. These activities can also interfere with the impartial discharge of our firm’s responsibilities to its clients, fund shareholders and Brokerage customers, as well as their representatives’ responsibilities to their employers.

The giving and receipt of gifts and entertainment should never occur where they are intended or designed to cause the recipient to act in a manner that is inconsistent with the best interests of the recipient or the entity for which he or she works. In addition, no gift should be given or received and no entertainment should be provided or accepted that could be deemed illegal or would expose the giver or recipient to liability to any governmental authority or agency.

All associates are responsible for complying with this Statement. Associates will be required to certify at least annually their compliance with these policies.

The supervision, prior clearance and reporting requirements for gifts, business entertainment, and expense reimbursements are described below in the “Supervision, Prior Clearance and Reporting” discussion.

This Policy does not cover gifts between employees. Please contact Human Resources with questions about gifts between employees.

DEFINITIONS

Business Contacts. The term “business contacts” includes:

 

   

Brokers and securities salespersons (both through whom the firm places advisory client orders and who distribute the Price Funds);

 

   

Clients ( e.g., separate accounts, fund shareholders, Brokerage and RPS customers);

 

   

Consultants;

 

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Suppliers and vendors;

 

   

Portfolio companies; and

 

   

Any other individual or organization with whom our firm has or is considering a business or other relationship, such as members of the press and trade organizations.

Gift. The term “gift” includes the giving or receipt of gratuities, merchandise and the enjoyment or use of property or facilities for weekends, vacations, trips, dinners, and the like, including transportation and lodging costs. The following items are exempted from the definition of the term “gift” for purposes of reporting:

Certain Personal Gifts. A personal gift given in recognition of a “life event,” such as a baby or wedding gift, does not fall within the definition of gift if the gift is not “in relation to the business of the employer of the recipient.” There should be a pre- existing personal or family relationship between the giver and the recipient and the giver, rather than the firm, should pay for the gift. In addition, the giver must prior clear the giving of the gift with his or her supervisor, and Division Head, if different, who must determine that the gift is actually personal and not in relation to the business of the recipient’s employer. After this approval is given, approval must also be received from the Chairperson of the Ethics Committee before the gift is given. If these conditions are met, the recordkeeping requirements and the monetary limit described below do not apply to the gift.

Gifts of Nominal Value. Except for gifts given in connection with the broker/dealer’s business, an item of “nominal” value also does not fall under the definition of gift as long as the value of the gift does not exceed $50.00. Examples of these gifts include pens, notepads, modest desk ornaments, umbrellas, tote bags and shirts. These items often display the giving firm’s logo. Neither tax nor delivery charges need be included when calculating the value of a gift. However, a gift must be valued at the higher of cost or market value. If the item is to be given in connection with the broker/dealer’s business, its value must not exceed the $50.00 limit and it must have the giving firm’s logo on it to be excepted from the definition of a gift. If you have any questions about this, you should contact the Legal Department or the TRP International Compliance Team.

Business Entertainment. The term “gift” does not include certain types of “business entertainment” that are a normal part of a business relationship and occur when a T. Rowe Price employee is in the presence of a business contact (either when the business contact is being entertained by a T. Rowe Price employee or vice versa).

Business entertainment includes any social event, hospitality event, charitable event, sporting event, entertainment event, meal, leisure activity or event of like nature or purpose, including entertainment offered in connection with an educational event or business conference. Most business entertainment typically comes in the form of meals, dinners, theatrical shows and sporting events. Incidental transportation offered in connection with business entertainment (such as shuttle service to the entertainment venue) may also be offered or accepted.

The term “business entertainment” does not include a social event or trip where each participant pays his or her own expenses, including the appropriate allocable portion of shared expenses, and the fair market value of any aspect of the trip ( e.g., use of resort house, transportation).

 

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Expense Payments and Reimbursements. The terms “ gift” and “business entertainment” do not include limited instances of the payment or reimbursement of expenses such as travel ( e.g., airfare, train fare), accommodations or certain meals to a business contact by the firm or by a business contact to the firm as permitted under the “Expense Reimbursements” section below.

ACCEPTING GIFTS

General Rule. An employee may accept a gift from a business contact provided the aggregate value of all gifts received by that employee (regardless of whether the employee works within or outside of the U.S.) from all business contacts at that entity does not exceed $100 in any calendar year , subject to the specific rules set forth below:

Cash or Cash Equivalents. Under no circumstances may employees accept gifts from any business or business contact in the form of cash or cash equivalents, except for gift certificates as provided below in the discussion of “Gift Certificates.”

Gift Certificates. A gift certificate or gift card may only be accepted if it may not be converted to cash, except for amounts under $10 not spent when the gift certificate or card is used.

Departmental Gifts. If a department (as opposed to an individual) receives a gift that is valued in excess of the $100 limit, it can be shared among the employees, provided no single employee’s pro rata share of the gift exceeds the $100 limit. For example, food or a gift basket sent to the Trading Desk and shared among the employees there would be acceptable even if the value of the gift is difficult to ascertain. FINRA rules, however, may require valuation and recordkeeping as described in Tab 22 to the TRPIS Compliance and Supervisory Procedures Manual. Alternatively, with the approval of the Chairperson of the Ethics Committee, the gift can be awarded to the winner of a random drawing of an identified group of employees of an appropriate size. All such gifts and their disposition must be appropriately reported to and documented by the Division Head or his or her designee.

Recurring Gifts. Tickets or other gifts should not be accepted from a business contact or firm on a standing, recurring, or on-going basis. Supervisors are responsible for monitoring how frequently their reports receive gifts from specific business contacts to avoid potential conflicts of interest.

Where Gifts May Be Received. Gifts should be received at your normal workplace, not your home.

Returning Gifts. When an employee receives a gift that is not acceptable under this policy, he or she must return the gift to the giver or discuss alternatives with the Chairperson of the Ethics Committee or his or her designee.

 

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GIVING GIFTS

General Rule. Gifts may be given to business contacts, but unless approval is given as described below , the aggregate value of all such gifts given by all firm employees to a business contact may not exceed $100 (all amounts are in U.S. dollars) in any calendar year in the United States and $200 in all locations outside the United States (“Monetary Limit”) . The $100 limit in the United States is consistent with FINRA and MSRB regulations, which generally do not permit gifts in excess of $100 to be given to customers or prospect representatives in connection with Investment Services’ business.

FINRA Rule— Solely applicable in the United States.

Reporting Requirement. FINRA’s NASD Conduct Rule 3060 imposes stringent reporting requirements for gifts given to any principal, employee, agent or similarly situated person where the gift is in connection with Investment Services’ business with the recipient’s employer. Since Investment Services does not conduct business outside the United States, this rule is solely applicable to employees conducting activities in the United States.

Examples: Gifts that fall under this rule would include any gift given to an employee of a company to which our firm offers or provides broker/dealer services or products such as mutual funds ( e.g., intermediaries such as 401(k) plan sponsors, broker-dealers and recordkeepers offering the Price Funds, including Advisor and R Classes, Section 529 College Investment Plans, and Brokerage).

$100 Limit. This rule imposes a strict limitation whereby gifts given by the firm to any one person who falls under FINRA’s NASD Conduct Rule 3060 in connection with Investment Services’ business may not exceed $100 in a calendar year . There are no exceptions under this rule.

MSRB Rule Solely applicable in the United States. The MSRB has restrictions in this area similar to FINRA. See MSRB Rule G-20.

Business Contact Restrictions on Gifts. It is important to remember that some entities ( e.g ., clients or potential clients that are states, municipalities, or qualified retirement plans) have very stringent restrictions and/or prohibitions on the acceptance of gifts or business entertainment by their personnel. Care must be taken to ensure that the firm does not inadvertently give a gift that might cause a business contact to violate any of these restrictions.

Specific Rules

Cash or Cash Equivalents. An employee may not give a gift to a business or business contact in the form of cash or cash equivalents, except for gift certificates as provided below in the discussion of “Gift Certificates.”

 

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Incentive Programs. Incentive programs for individual customers that may fall under the cash gift restriction must be reviewed and approved by both the Division Head and the Legal Department before implementation.

Gift Certificates. A gift certificate or gift card may only be given if it may not be converted to cash except for amounts under $10 which are not spent when the gift certificate or card is used.

Exceptions. If an employee believes that it would be appropriate to give a gift with a value exceeding the Monetary Limit ( i.e., $100 in U.S.; $200 outside the U.S.) to a business contact, he or she must submit a written request to and obtain written approval from his or her supervisor and Division Head, if different, and then, if approved, from the Chairperson of the Ethics Committee before the gift is given. The request should specify:

 

   

The name of the giver;

 

   

The name of the intended recipient and his or her employer, if applicable;

 

   

The description of the gift;

 

   

The gift’s monetary value;

 

   

The nature of the business relationship; and

 

   

The reason the gift is being given.

No exceptions will be granted for gifts subject to FINRA’s or the MSRB’s $100 gift limit.

ACCEPTING BUSINESS ENTERTAINMENT

General Rule. As described earlier, our firm’s limit on the acceptance ($100) and giving (Monetary Limit) of gifts applies not only to gifts of merchandise, but also covers the enjoyment or use of property or facilities for weekends, vacations, trips, dinners, and the like, including transportation and lodging costs. However, this limitation does not apply to “business entertainment.”

Accepting a business entertainment invitation from a business contact is appropriate, as long as:

1) The acceptance, as such, is neither so frequent nor the entertainment so extensive and lavish as to raise any question of impropriety.

2) It is of a character such that both male and female guests would be comfortable attending.

 

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3) The entertainment is legal and not offensive.

Specific Rules

You Must Be Accompanied by Business Contact. If an employee is invited, for example, to a sporting event by a business contact, and neither the business contact nor any of his or her associates attends the event, the tickets would constitute a “gift,” and not “business entertainment,” and, therefore, the $100 limit on gifts would apply.

Receiving Transportation or Accommodations. If an employee is offered transportation ( e.g., airfare) and/or accommodations as part of a business entertainment event, he or she must first receive the permission of his or her supervisor and Division Head, if different, and the Chairperson of the Ethics Committee to accept it. Generally, the employee or T. Rowe Price should bear the expense of the transportation or accommodations offered. Ordinary ground transportation such as a taxi ride or a courtesy shuttle is not subject to this restriction.

Research Trips. Occasionally, brokers or portfolio companies invite employees of our firm to attend or participate in research conferences, tours of portfolio companies’ facilities, or meetings with the management of such companies. These invitations may involve traveling extensive distances and may require overnight lodging. As a general rule, such invitations should only be accepted after a determination has been made that the proposed activity constitutes a valuable research opportunity that will be of primary benefit to our clients.

Employees may not accept any invitations of this type until approval has been secured from their Division Heads. However, each Division Head may establish guidelines about which invitations from current or prospective portfolio companies may be accepted without prior approval. Generally, all travel expenses to and from the site, and the expenses of any overnight lodging, meals or other accommodations provided in connection with such activities should be paid for by our firm except in situations where the costs are considered to be insubstantial and are not readily ascertainable. See discussion of Expense Reimbursements on page 3-9.

Broker-sponsored trips must receive prior clearance from the appropriate Division Head and the firm must reimburse all costs to the broker.

 

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Sample Scenarios. To illustrate appropriate and inappropriate acceptance of business entertainment, the following examples are provided:

First Example: The head of institutional research at brokerage firm “X” (whom you have known and done business with for a number of years) invites you and your wife to join her and her husband for dinner and afterwards a theatrical production.

Resolution: It would be proper for you to accept the invitation under the Code. You should be mindful, however, that certain clients and other business contacts may have limitations on when it is appropriate to include a spouse in an invitation.

Second Example: You wish to see a hit play, but are told it is sold out. You call a broker friend who works at company “X” to see if he can get tickets for you. The broker says yes and offers you two tickets free of charge. The face value of each ticket is $100, but the brokerage firm paid $300 for each ticket.

Resolution: It would only be proper to solicit the broker for tickets if you fully reimburse him for their total cost, i.e., $300 per ticket. You must specifically ask for the actual cost of the tickets. If the broker had offered you the tickets on an unsolicited basis, you could have accepted them, subject to compliance with the $100 limit on receipt of gifts. In that case, you would have to reimburse him $500.

As discussed above, if the business contact providing the tickets or one of his or her associates does not accompany you to the event, the tickets are a gift and not a form of business entertainment.

Third Example: You have been invited by a vendor to a multi-day excursion to a resort where the primary focus is entertainment as opposed to business. The vendor has offered to pay your travel and lodging for this trip.

Resolution: Trips of substantial value, such as multi-day excursions to resorts, hunting locations or sports events, where the primary focus is entertainment as opposed to business activities, would not be considered a normal part of a business relationship. Generally, such invitations may not be accepted unless our firm or the employee pays for the cost of the excursion and the employee has obtained approval from his or her supervisor and Division Head, if different, and the Chairperson of the Ethics Committee.

Gifts Received as Part of Business Entertainment. If you receive a gift as part of business entertainment ( e.g., a picture frame, a golf jacket), it is not part of the business entertainment and must comply with the gift policy described above.

PROVIDING BUSINESS ENTERTAINMENT

General Rule. The principles described above for receiving business entertainment apply as well to providing business entertainment.

 

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Client Must Be Accompanied. If an employee provides, for example, tickets to a sporting event to a business contact, and no one is present from our firm at the event, the tickets would constitute a gift, and not business entertainment, and, therefore, the Monetary Limit on gifts would apply.

Providing Transportation or Accomodations. If an employee wishes to pay for or reimburse a business guest’s transportation ( e.g., airfare) and/or accommodations as part of business entertainment, he or she must first receive the permission of his or her supervisor and Division Head, if different, and the Chairperson of the Ethics Committee. Ordinary ground transportation such as a taxi ride or a courtesy shuttle is not subject to this condition.

Sample Scenarios. To illustrate appropriate and inappropriate giving of business entertainment, the following examples are provided:

First Example: You wish to invite the head of institutional research at brokerage firm “X” (whom you have known and done business with for a number of years) and her husband to join you and your wife for dinner and afterwards a theatrical production.

Resolution: It would be proper for you to extend this invitation under the Code. You should be mindful, however, that certain clients and other business contacts may have limitations on when it is appropriate to include a spouse in an invitation.

Second Example: A client wishes to see a hit play, but is told tickets are sold out. The client calls you to see if you can get tickets for her. You say yes and offer to provide two tickets free of charge.

Resolution: If you provide tickets to a client to attend the performance without you or anyone from our firm accompanying the client, the tickets are a gift and are subject to the Monetary Limit (e.g., $100 annual limit in the United States, $200.00 outside the United States). If the client accepts the tickets and pays the firm for their face value or, if greater, the cost to the firm to obtain them, then the tickets do not fall under the gifts and business entertainment policy and may be provided to the client without limitation.

Third Example: You wish to invite firm clients to a multi-day excursion to a resort where the primary focus is entertainment as opposed to business. You offer to have the firm pay for the attendees’ travel and lodging for this trip.

Resolution: Trips of substantial value, such as multi-day excursions to resorts, hunting locations or sports events, where the primary focus is entertainment as opposed to business activities, would not be considered a normal part of a business relationship. Generally, such invitations may not be extended without approval from the employee’s supervisor, Division Head, if different, and the Chairperson of the Ethics Committee.

Business Contact Restrictions on Entertainment. Some entities ( e.g ., clients or potential clients that are states, municipalities, or qualified retirement plans entities) have very stringent regulatory or contractual restrictions and/or prohibitions on the acceptance of business entertainment or gifts by their personnel. Care must be taken to ensure that our firm does not extend an invitation to a business contact if the contact’s acceptance might cause the business contact to violate inadvertently any of these restrictions.

 

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Gifts Given as Part of Business Entertainment. A gift given as part of business entertainment is subject to the gift policy described above. For example, if you are playing golf with a business contact and he admires a golf sweater in the pro shop, you may only purchase the sweater for the business contact in compliance with the firm’s gift policy, regardless of whether you seek reimbursement for the cost of the sweater from the firm.

EXPENSE PAYMENTS AND REIMBURSEMENTS

Accepting Expense Payments and Reimbursements. Except as provided above for certain research trips, employees may not accept payment or reimbursement from business contacts, including brokers, portfolio companies and vendors, of travel and hotel expenses, speaker fees or honoraria for addresses or papers given before audiences, or consulting services or advice they may render. Exceptions may only be granted with the approval of the employee’s supervisor, Division Head, if different, and the Chairperson of the Ethics Committee. Likewise, employees may neither request nor accept loans or personal services from these entities except as offered on the same basis to similarly situated individuals or the general public ( e.g ., permitted margin accounts, credit cards).

Providing Expense Payments and Reimbursements.

General Rule . Unless it is prohibited by a client contract, there may be instances where it is appropriate to pay or reimburse a business contact’s expenses. For example, contracts with vendors often require the firm to reimburse certain expenses of the vendor’s personnel when they are working at a T. Rowe Price location. Additionally, if a business unit has a new client, it may make the business decision that it is more cost and time effective to provide transportation to and accommodation and meals near the T. Rowe Price site that will, for example, be handling the plan or account conversion, to a small number of the new client’s employees than to send a team of T. Rowe Price employees to the client’s location. In that case, air transportation will only be provided or reimbursed for coach class fares and hotels and meals paid for or reimbursed must be of the type normally approved for TRP employees on business travel.

In a situation where expense payment or reimbursement is not appropriate and the client or prospect is paying its employees’ expenses, T. Rowe Price generally may not subsidize the cost of accommodations. A discount on room rates offered by a hotel as part of T. Rowe Price’s arrangements for catering and other services at that hotel for a symposium or similar event is not included in this prohibition. If you are unsure about the applicability of this provision to a specific situation, you should contact the Chairperson of the Ethics Committee.

Approval of Expense Payment and Reimbursement Offers. Unless the payment or reimbursement is required by contract, you must obtain the approval of any offer of payment or expense reimbursement by T. Rowe Price from your supervisor and Division Head, if different, and by the Chairperson of the Ethics Committee before the offer is extended.

 

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Prohibition on Expense Reimbursement Offers to Prospective Clients and Certain Existing Clients. Offers to reimburse expenses may not be made to prospective clients of any of the firm’s affiliates or to any client of any T. Rowe Price entity if it is a labor union regulated under the United States Taft-Hartley Act or if it is a state, county, or municipality.

Prohibition on Expense Reimbursement Offers to Consultants. The firm will not reimburse expenses incurred by a consultant, regardless of whether its employees are working for a specific client or are conducting independent research.

Specific Rule for Client Conference Speakers . If a business division sponsors a client conference, it may offer to reimburse speakers and panelists, whether or not they are clients, for hotel, transportation and other travel expenses incurred while attending the client conference.

SUPERVISION, PRIOR CLEARANCE AND REPORTING

Supervisor Monitoring. Supervisors, managers, and, as appropriate, Division Heads are responsible for ensuring that any gift, business entertainment, or expense reimbursement given or received by employees they supervise is in compliance with this Statement. This supervision may necessitate the prior clearance or reporting of such activities.

Prior Clearance. Although the firm does not require employees to obtain prior clearance before accepting or giving gifts or business entertainment, individual business units may require employees to obtain prior approval from supervisors or Division Heads before accepting or giving all, or certain types of, gifts or business entertainment. This could include, for example, a Division Head establishing dollar thresholds for prior clearance, or exempting certain types of events, such as business lunches, from prior clearance. Providing or accepting expense reimbursement is subject to prior clearance as described above.

Questions as to Propriety of a Gift or Business Entertainment. If you are uncertain as to the propriety of accepting or giving a particular gift or business entertainment, you should consult with your supervisor or manager as soon as practicable. You may also wish to contact the Legal Department or the TRP International Compliance Team, as appropriate, to ascertain whether the gift or business entertainment is appropriate.

Reporting of Gifts

Gifts Received. All employees must report any item that is received from a business contact and that is not excluded from the definition of gift ( see p. 3-2 e.g., certain personal gifts and gifts of nominal value) to the Code Compliance Section, with a copy to the employee’s Division head or his or her designee, within ten (10) business days of the date of the receipt of the gift. Reports may be made by email or hard copy on the form provided by Code Compliance. The report should include:

 

   

The name of the recipient;

 

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The name of the giver and his or her employer, if applicable;

 

   

A description of the gift;

 

   

The gift’s estimated monetary value;

 

   

The nature of the business relationship with the giver; and

 

   

The date the gift was received.

Gifts Given. All employees must report any item defined as a gift ( see p. 3-2) given to a business contact to the Code Compliance Section with a copy to the employee’s Division Head or his or her designee, within ten (10) business days of the date the gift is given. Reports may be made by email or hard copy on the form provided by Code Compliance. The report should include:

 

   

The name of the employee primarily responsible for giving the gift;

 

   

The name of the recipient and his or her employer, if applicable;

 

   

A description of the gift;

 

   

The gift’s monetary value;

 

   

The nature of the business relationship; and

 

   

The date the gift was given.

Note: The physical filing of reports may be delegated, but compliance with this requirement remains with the person responsible for the gift.

The report of gifts given is required even if the gift is also reported on the employee’s travel and expense report, or on a departmental report, or the gift was ordered from the Corporate Gift intranet site.

Reporting of Gifts to the Department of Labor. The United States Department of Labor requires investment advisers to report gifts and entertainment with a value of over $250 per quarter given to labor union clients that are regulated under the Taft-Hartley Act. This reporting is handled by the Legal Department. The Legal Department will provide employees who may be affected by this regulation with additional information to ensure compliance.

Reporting of Business Entertainment Received. Each Division Head must establish a protocol for the reporting and monitoring of business entertainment received by employees in his or her business unit. In establishing a unit’s reporting and monitoring protocol, the Division Head should consider what information would be helpful to identify conflicts of interest. Such reporting protocol must be approved by the Director of Compliance. Business entertainment received should be reported within ten (10) business days of the date it was received.

Reporting of Business Entertainment Provided. Each Division Head must establish a protocol for the reporting and monitoring of business entertainment provided by employees in his or her business unit. In establishing a unit reporting and monitoring protocol, the Division Head should consider what information would be helpful to identify conflicts of interest. Such reporting protocol must be approved by the Director of Compliance. Business entertainment provided should be reported within ten (10) business days of the date it was provided.

 

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The report of business entertainment provided is required even if the business entertainment is also reported on the employee’s travel and expense report or other report.

Record Retention of Reports. All reports required to be made under this section will be retained for six (6) years.

Review of Business Entertainment and Gift Expenses.

By Supervisors and Managers. Supervisors and managers are initially and ultimately responsible for any business entertainment sponsored by employees under their supervision as well as for any gifts given or expense reimbursement offered, whether expensed to the firm or not. In addition, supervisors and managers are responsible for approving all expense reports relating to the reimbursement of their employees’ costs for such business entertainment and gifts. Expense reports relating to business entertainment and gifts not in compliance with this policy must be disapproved by supervisors or managers. Such disapprovals must be reported to the appropriate Division Head and the Chairperson of the Ethics Committee. In addition, all gift and business entertainment reporting is subject to testing by Group Compliance.

By Finance. The Finance Department is responsible for reviewing all expense reports and taking appropriate action regarding expenses that are deemed questionable or not in compliance with this Statement.

Who Must Submit Report? As a general rule, the most senior employee of the firm present at a business entertainment event should submit the expense report for that event.

Questions. Any question about this policy should be directed to the Legal Department or the TRP International Compliance Team, as appropriate.

CHARITABLE CONTRIBUTIONS

Requests Received from Clients, Vendors or Other Business Contacts for Corporate Charitable Contributions. On occasion, a T. Rowe Price entity may be asked by an employee of a client, vendor, or other business contact to make a charitable donation. In most cases, this request will be handled by the independent T. Rowe Price Foundation, which has developed criteria regarding which charities it will support.

In those instances where the Foundation does not make the requested contribution, the decision about the charitable contribution is made by the pertinent T. Rowe Price entity, subject to the following conditions:

 

   

the amount of charitable contribution may not be linked to the actual or anticipated level of business with the client, vendor or other business contact whose employee is soliciting the charitable contribution;

 

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there is no reason to believe that the employee requesting the contribution will derive an improper economic or pecuniary benefit as a result of the proposed contribution;

 

   

if the T. Rowe Price entity considering the contribution is unfamiliar with the charity, its personnel should confirm with the Central Control Group that the charity does not appear on the Office of Foreign Assets Control’s Specially Designated Nationals List;

 

   

the contribution should be made payable directly to the charity; and

 

   

the personnel of the T. Rowe Price entity considering the contribution should check with Finance to determine the appropriate T. Rowe Price entity to make the contribution.

In addition, if the requested amount exceeds $1,000 the request must be referred to the Chairperson of the Ethics Committee for prior approval. In making this decision, the Chairperson will consider whether the solicitation is for a charity that is closely aligned with the employee making the request ( e.g ., an organization in which the employee serves as an officer or a charity sponsored by the employee), rather than for a charity aligned with the client for which the employee works. If the charity is closely aligned with the requesting employee rather than with his or her employer, the Chairperson may in his or her discretion contact the employing client directly for further information and approval if appropriate.

Some broker/dealers sponsor days, often referred to as “ miracle” days, where they pledge that proceeds received on that day will be donated to a specific charity. Because of fiduciary and best execution obligations, the Price Advisers cannot agree to direct trades to a broker/dealer in support of such an event at either a client’s or the broker/dealer’s request. The Price Advisers are not prohibited, however, from placing trades for best execution that happen to occur on a “miracle” day or similar time and thus benefit a charity.

This policy does not apply to sponsorships or similar events paid for by a Marketing Department within a T. Rowe Price business unit to obtain recognition of T. Rowe Price ( e.g ., an advertisement in a booklet for attendees at a major sporting event).

Requests Received from Clients, Vendors or Other Business Contacts for Personal Charitable Contributions. On occasion, a T. Rowe Price employee may be asked by an employee of a client, vendor or other business contact to make a charitable contribution. If the employee makes a contribution directly to the charity and the contribution is not made in the name of or for the benefit of the business contact, no Code of Ethics and Conduct or FINRA issues arise. For example, a plan fiduciary might mention that her husband has recently recovered from a heart problem and that she is raising funds for a charity that supports cardiac research. The T. Rowe Price employee can make a personal contribution to that charity and if the contribution is not tied to the name of the business contact and does not create a benefit for her, the employee does not need to request prior clearance of or notify T. Rowe Price about the contribution.

However, personal charitable contributions, if made in the name of and for the benefit of a business contact ( e.g., if the business contact raise a certain amount of money, he or she gets

 

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a tangible award or opportunity like the chance to participate in a marathon) should be treated as “gifts” to the business contact. For business contacts related to T. Rowe Price fund business or other broker/dealer-related business, contributions of the latter type are subject to FINRA’s $100 limit. For other business, contributions in excess of $100 must be approved by the Chairperson of the Ethics Committee before they are given.

Requests to Clients, Vendors, or Other Business Contacts for Charitable Contributions. Employees should be sensitive to a possible perception of undue influence before requesting a client, vendor, or other business contact or an employee of such an entity to make a charitable contribution. In no case should such a request be made on a quid pro quo basis. If you have any questions about requesting a charitable contribution, you should contact the Chairperson of the Ethics Committee before proceeding.

Under the NASDAQ listing rules, specific restrictions apply in this area to the independent directors of T. Rowe Price Group, Inc.

Supervision of Charitable Contribution Requests. Supervisors, managers and, as appropriate, Division Heads are responsible for ensuring that responses to requests from clients, vendors, and other business contacts and our requests to clients, vendors, and other business contact for charitable contributions comply with these guidelines.

March, 2008

 

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T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

MATERIAL, INSIDE (NON-PUBLIC) INFORMATION

Purpose of Statement of Policy . The purpose of this Statement of Policy (“ Statement ”) is to comply with the United States Insider Trading and Securities Fraud Enforcement Act’s (“ Act ”) requirement to establish, maintain, and enforce written procedures designed to prevent insider trading and to explain: (i) the general legal prohibitions and sanctions regarding insider trading under both U.S. and U.K. law; (ii) the meaning of the key concepts underlying the prohibitions; (iii) your obligations in the event you come into possession of material, non-public information; and (iv) the firm’s educational program regarding insider trading.

Additionally Hong Kong, Singapore, Japan, most European countries and many other jurisdictions have laws and regulations prohibiting the misuse of inside information. While no specific reference is made to these laws and regulations in this Statement, the Statement should provide general guidance regarding appropriate activities to employees who trade in these markets. There is, however, no substitute for knowledge of local laws and regulations and employees are expected to understand all relevant local requirements and comply with them. Any questions regarding the laws or regulations of any jurisdiction should be directed to the Legal Department or the TRP International Compliance Team.

Price Group has also adopted a Statement of Policy on Securities Transactions ( see page 5-1), which requires both Access Persons ( see p. 5-3) and Non-Access Persons ( see p. 5-4) to obtain prior transaction clearance with respect to their transactions in Price Group stock and requires Access Persons to obtain prior transaction clearance with respect to all pertinent securities transactions. In addition, both Access Persons and Non-Access Persons are required to report covered securities transactions on a timely basis to the firm. The independent directors of the Price Funds, although Access Persons, are not subject to prior transaction clearance requirements and are subject to modified reporting as described on pp. 5-20 to 5-22.

The Basic Insider Trading Prohibition . The “insider trading” doctrine under United States securities laws generally prohibits any person (including investment advisers) from:

 

   

trading in a security while in possession of material, non-public information regarding the issuer of the security;

 

   

tipping such information to others;

 

   

recommending the purchase or sale of securities while in possession of such information;

 

   

assisting someone who is engaged in any of the above activities.

Thus, “insider trading” is not limited to insiders of the issuer whose securities are being traded. It can

 

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also apply to non-insiders, such as investment analysts, portfolio managers, consultants and stockbrokers. In addition, it is not limited to persons who trade. It also covers persons who tip material, non-public information or recommend transactions in securities while in possession of such information. A “security” includes not just equity securities, but any security ( e.g., corporate and municipal debt securities, including securities issued by the federal government).

Policy of Price Group on Insider Trading. It is the policy of Price Group and its affiliates to forbid any of their officers, directors, employees, or other personnel ( e.g., consultants) while in possession of material, non-public information, from trading securities or recommending transactions, either personally or in their proprietary accounts or on behalf of others (including mutual funds and private accounts) or communicating material, non-public information to others in violation of securities laws of the United States, the United Kingdom, or any other country that has jurisdiction over its activities. Material, non-public information includes not only certain information about issuers, but also certain information about T. Rowe Price Group, Inc. and its operating subsidiaries and may include the Price Advisers’ securities recommendations and holdings and transactions of Price Adviser clients, including mutual funds. See p. 4-8

“Need to Know” Policy . All information regarding planned, prospective or ongoing securities transactions must be treated as confidential. Such information must be confined, even within the firm, to only those individuals and departments that must have such information in order for the respective entity to carry out its engagement properly and effectively. Ordinarily, these prohibitions will restrict information to only those persons who are involved in the matter.

Transactions Involving Price Group Stock. You are reminded that you are an “insider” with respect to Price Group since Price Group is a public company and its stock is traded on the NASDAQ Stock market. It is therefore important that you not discuss with family, friends or other persons any matter concerning Price Group that might involve material, non-public information, whether favorable or unfavorable.

Sanctions. Penalties for trading on material, non-public information are severe, both for the individuals involved in such unlawful conduct and for their firms. A person or entity that violates the insider trading laws can be subject to some or all of the penalties described below, even if he/she/it does not personally benefit from the violation:

 

   

Injunctions;

 

   

Treble damages;

 

   

Disgorgement of profits;

 

   

Criminal fines;

 

   

Jail sentences;

 

   

Civil penalties for the person who committed the violation (which would, under normal circumstances, be the employee and not the firm) of up to three times the profit gained or loss avoided, whether or not the individual actually benefited; and

 

   

Civil penalties for the controlling entity ( e.g., Price Associates) and other persons, such as managers and supervisors, who are deemed to be controlling persons, of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided under U.S. law. Fines can be unlimited under U.K. law.

 

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In addition, any violation of this Statement can be expected to result in serious sanctions being imposed by Price Group, including dismissal of the person(s) involved.

The provisions of U.S. and U.K. law discussed below and the laws of other jurisdictions are complex and wide ranging. If you are in any doubt about how they affect you, you must consult the Legal Department or the TRP International Compliance Team, as appropriate.

U.S. LAW AND REGULATION REGARDING INSIDER TRADING PROHIBITIONS

Introduction . “Insider trading” is a top enforcement priority of the United States Securities and Exchange Commission. The Insider Trading and Securities Fraud Enforcement Act has far-reaching impact on all public companies and especially those engaged in the securities brokerage or investment advisory industries, including directors, executive officers and other controlling persons of such companies. Specifically, the Act:

Written Procedures . Requires SEC-registered brokers, dealers and investment advisers to establish, maintain and enforce written policies and procedures reasonably designed to prevent the misuse of material, non-public information by such persons.

Civil Penalties . Imposes severe civil penalties on brokerage firms, investment advisers, their management and advisory personnel and other “controlling persons” who fail to take adequate steps to prevent insider trading and illegal tipping by employees and other “controlled persons.” Persons who directly or indirectly control violators, including entities such as Price Associates and their officers and directors, face penalties to be determined by the court in light of the facts and circumstances, but not to exceed the greater of $1,000,000 or three times the amount of profit gained or loss avoided as a result of the violation.

Criminal Penalties . Provides as penalties for criminal securities law violations:

 

   

Maximum jail term — twenty years;

 

   

Maximum criminal fine for individuals — $5,000,000;

 

   

Maximum criminal fine for entities — $25,000,000.

Private Right of Action . Establishes a statutory private right of action on behalf of contemporaneous traders against insider traders and their controlling persons.

Bounty Payments . Authorizes the SEC to award bounty payments to persons who provide information leading to the successful prosecution of insider trading violations. Bounty payments are at the discretion of the SEC, but may not exceed 10% of the penalty imposed.

 

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The Act has been supplemented by three SEC rules, 10b5-1, 10b5-2 and FD, which are discussed later in this Statement.

Basic Concepts of Insider Trading . The four critical concepts under United States law in insider trading cases are: (1) fiduciary duty/misappropriation, (2) materiality, (3) non-public, and (4) use/possession. Each concept is discussed below.

Fiduciary Duty/Misappropriation . In two decisions, Dirks v. SEC and Chiarella v. United States , the United States Supreme Court outlined when insider trading and tipping violate the federal securities law if the trading or tipping of the information results in a breach of duty of trust or confidence.

A typical breach of duty arises when an insider, such as a corporate officer, purchases securities of his or her corporation on the basis of material, non-public information. Such conduct breaches a duty owed to the corporation’s shareholders. The duty breached, however, need not be to shareholders to support liability for insider trading; it could also involve a breach of duty to a client, an employer, employees, or even a personal acquaintance. For example, courts have held that if the insider receives a personal benefit (either direct or indirect) from the disclosure, such as a pecuniary gain or reputational benefit, that would be enough to find a fiduciary breach.

The concept of who constitutes an “insider” is broad. It includes officers, directors and employees of an issuer. In addition, a person can be a “temporary insider” if he or she enters into a confidential relationship in the conduct of an issuer’s affairs and, as a result, is given access to information solely for the issuer’s purpose. A temporary insider can include, among others, an issuer’s attorneys, accountants, consultants, and bank lending officers, as well as the employees of such organizations. In addition, any person may become a temporary insider of an issuer if he or she advises the issuer or provides other services, provided the issuer expects such person to keep any material, non-public information disclosed confidential.

Court decisions have held that under a “misappropriation” theory, an outsider (such as an investment analyst) may be liable if he or she breaches a duty to anyone by: (1) obtaining information improperly, or (2) using information that was obtained properly for an improper purpose. For example, if information is given to an analyst on a confidential basis and the analyst uses that information for trading purposes, liability could arise under the misappropriation theory. Similarly, an analyst who trades in breach of a duty owed either to his or her employer or client may be liable under the misappropriation theory. For example, the Supreme Court upheld the misappropriation theory when a lawyer received material, non-public information from a law partner who represented a client contemplating a tender offer, where that lawyer used the information to trade in the securities of the target company.

SEC Rule 10b5-2 provides a non-exclusive definition of circumstances in which a person has a duty of trust or confidence for purposes of the “misappropriation” theory of insider trading. It states that a “duty of trust or confidence” exists in the following circumstances, among others:

 

  (1) Whenever a person agrees to maintain information in confidence;

 

  (2) Whenever the person communicating the material nonpublic information and the person to whom it is communicated have a history, pattern, or practice of sharing confidences, that resulted in a reasonable expectation of confidentiality; or

 

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  (3) Whenever a person receives or obtains material nonpublic information from his or her spouse, parent, child, or sibling unless it is shown affirmatively, based on the facts and circumstances of that family relationship, that there was no reasonable expectation of confidentiality.

The situations in which a person can trade while in possession of material, non-public information without breaching a duty are so complex and uncertain that the only safe course is not to trade, tip or recommend securities while in possession of material, non-public information .

Materiality . Insider trading restrictions arise only when the information that is used for trading, tipping or recommendations is “material.” The information need not be so important that it would have changed an investor’s decision to buy or sell; rather, it is enough that it is the type of information on which reasonable investors rely in making purchase, sale, or hold decisions.

Resolving Close Cases . The United States Supreme Court has held that, in close cases, doubts about whether or not information is material should be resolved in favor of a finding of materiality. You should also be aware that your judgment regarding materiality may be reviewed by a court or the SEC with the 20-20 vision of hindsight.

Effect on Market Price . Any information that, upon disclosure, is likely to have a significant impact on the market price of a security should be considered material.

Future Events . The materiality of facts relating to the possible occurrence of future events depends on the likelihood that the event will occur and the significance of the event if it does occur.

Illustrations . The following list, though not exhaustive, illustrates the types of matters that might be considered material: a joint venture, merger or acquisition; the declaration or omission of dividends; the acquisition or loss of a significant contract; a change in control or a significant change in management; a call of securities for redemption; the borrowing of a significant amount of funds; the purchase or sale of a significant asset; a significant change in capital investment plans; a significant labor dispute or disputes with subcontractors or suppliers; an event requiring an issuer to file a current report on Form 8-K with the SEC; establishment of a program to make purchases of the issuer’s own shares; a tender offer for another issuer’s securities; an event of technical default or default on interest and/or principal payments; advance knowledge of an upcoming publication that is expected to affect the market price of the stock.

Non-Public Vs. Public Information . Any information that is not “public” is deemed to be “non-public.” Just as an investor is permitted to trade on the basis of information that is not material, he or she may also trade on the basis of information that is public. Information is considered public if it has been disseminated in a manner making it available to investors generally. An example of non-public information would include material information provided to a select group of analysts but not made available to the investment community at large. Set forth below are a number of ways in which non-public information may be made public.

Disclosure to News Services and National Papers . The U.S. stock exchanges require exchange-traded issuers to disseminate material, non-public information about their companies to: (1) the national business and financial newswire services (Dow Jones and Reuters); (2) the national service (Associated Press); and (3) The New York Times and The Wall Street Journal.

 

4-5


Local Disclosure . An announcement by an issuer in a local newspaper might be sufficient for an issuer that is only locally traded, but might not be sufficient for an issuer that has a national market.

Information in SEC Reports . Information contained in reports filed with the SEC will be deemed to be public.

If Price Group is in possession of material, non-public information with respect to a security before such information is disseminated to the public ( i.e., such as being disclosed in one of the public media described above), Price Group and its personnel must wait a sufficient period of time after the information is first publicly released before trading or initiating transactions to allow the information to be fully disseminated. Price Group may also follow Information Barrier Wall procedures, as described on page 4-9 of this Statement.

Concept of Use/Possession . It is important to note that the SEC takes the position that the law regarding insider trading prohibits any person from trading in a security in violation of a duty of trust and confidence while in possession of material, non-public information regarding the security. This is in contrast to trading on the basis of the material, non-public information. To illustrate the problems created by the use of the “possession” standard, as opposed to the “caused” standard, the following three examples are provided:

First , if the investment committee to a Price mutual fund were to obtain material, non-public information about one of its portfolio companies from a Price equity research analyst, that fund would be prohibited from trading in the securities to which that information relates. The prohibition would last until the information is no longer material or non-public.

Second , if the investment committee to a Price mutual fund obtained material, non-public information about a particular portfolio security but continued to trade in that security, then the committee members, the applicable Price Adviser, and possibly management personnel might be liable for insider trading violations.

Third , even if the investment committee to the Fund does not come into possession of the material, non-public information known to the equity research analyst, if it trades in the security, it may have a difficult burden of proving to the SEC or to a court that it was not in possession of such information.

The SEC has expressed its view about the concept of trading “on the basis” of material, nonpublic information in Rule 10b5-1. Under Rule 10b5-1, and subject to the affirmative defenses contained in the rule, a purchase or sale of a security of an issuer is “on the basis of” material nonpublic information about that security or issuer if the person making the purchase or sale was aware of the material nonpublic information when the person made the purchase or sale.

A person’s purchase or sale is not “on the basis of” material, nonpublic information if he or she demonstrates that:

 

  (A) Before becoming aware of the information, the person had:

 

  (1) Entered into a binding contract to purchase or sell the security;

 

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  (2) Instructed another person to purchase or sell the security for the instructing person’s account, or

 

  (3) Adopted a written plan for trading securities.

When a contract, instruction or plan is relied upon under this rule, it must meet detailed criteria set forth in Rule 10b5-1(c)(1)(i)(B) and (C).

Under Rule 10b5-1, a person other than a natural person ( e.g., one of the Price Advisers) may also demonstrate that a purchase or sale of securities is not “on the basis of” material nonpublic information if it demonstrates that:

 

   

The individual making the investment decision on behalf of the person to purchase or sell the securities was not aware of the information; and

 

   

The person had implemented reasonable policies and procedures, taking into consideration the nature of the person’s business, to ensure that individuals making investment decisions would not violate the laws prohibiting trading on the basis of material nonpublic information. These policies and procedures may include those that restrict any purchase, sale, and causing any purchase or sale of any security as to which the person has material nonpublic information, or those that prevent such individuals from becoming aware of such information.

Tender Offers . Tender offers are subject to particularly strict regulation under the securities laws. Specifically, trading in securities that are the subject of an actual or impending tender offer by a person who is in possession of material, non-public information relating to the offer is illegal, regardless of whether there was a breach of fiduciary duty. Under no circumstances should you trade in securities while in possession of material, non-public information regarding a potential tender offer.

Selective Disclosure of Material, Non-Public Information by Public Companies. The SEC has adopted Regulation FD to prohibit certain issuers from selectively disclosing material, nonpublic information to certain persons who would be expected to trade on it. The rule applies only to publicly-traded domestic (U.S.) companies, not to foreign government or foreign private issuers.

Under this rule, whenever:

 

   

An issuer, or person acting on its behalf,

 

   

discloses material, non-public information,

 

   

to securities professionals, institutional investors, broker-dealers, and holders of the issuer’s securities,

 

   

the issuer must make public disclosure of that same information,

 

   

simultaneously (for intentional disclosures), or

 

4-7


   

promptly within 24 hours after knowledge of the disclosure by a senior official (for non- intentional disclosures)

Regulation FD does not apply to all of the issuer’s employees; rather only communications by an issuer’s senior management (executive officers and directors), its investor relations professionals, and others who regularly communicate with market professionals and security holders are covered. Certain recipients of information are also excluded from the Rule’s coverage, including persons who are subject to a confidentiality agreement, credit rating agencies, and “temporary insiders,” such as the issuer’s lawyers, investment bankers, or accountants.

Information Regarding Price Group.

The illustrations of material information found on page 4-5 of this Statement are equally applicable to Price Group as a public company and should serve as examples of the types of matters that you should not discuss with persons outside the firm. Remember, even though you may have no intent to violate any federal securities law, an offhand comment to a friend might be used unbeknownst to you by such friend to effect purchases or sales of Price Group stock. If such transactions were discovered and your friend were prosecuted, your status as an informant or “tipper” would directly involve you in the case.

LAWS AND REGULATIONS REGARDING INSIDER TRADING PROHIBITIONS OUTSIDE THE UNITED STATES

The jurisdictions outside the United States that regulate some T. Rowe Price entities (see page 1-3 for a description of these entities and jurisdictions) have laws in this area that are based on principles similar to those of the United States described in this Statement. If you comply with the Code, then you will comply with the requirements of these jurisdictions. If you have any concerns about local requirements, please contact the TRP International Compliance Team, the Director of International Compliance, or the Legal Department.

PROCEDURES TO BE FOLLOWED WHEN RECEIVING MATERIAL, NON-PUBLIC INFORMATION

Whenever you believe that you have or may have come into possession of material, non-public information, you should immediately contact the appropriate person or group as described below and refrain from disclosing the information to anyone else, including persons within Price Group, unless specifically advised to the contrary.

Specifically, you may not:

 

   

Trade in securities to which the material, non-public information relates;

 

   

Disclose the information to others;

 

   

Recommend purchases or sales of the securities to which the information relates.

If it is determined that the information is material and non-public, the issuer will be placed on either:

 

   

A Restricted List (“ Restricted List ”) in order to prohibit trading in the security by both clients and Access Persons; or

 

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A Watch List (“ Watch List ”), which restricts the flow of the information to others within Price Group in order to allow the Price Advisers investment personnel to continue their ordinary investment activities. This procedure is commonly referred to as an Information Barrier .

The Watch List is highly confidential and should, under no circumstances, be disseminated to anyone except authorized personnel in the Legal Department and the Code Compliance Section who are responsible for placing issuers on and monitoring trades in securities of issuers included on the Watch List. As described below, if a Designated Person on the TRP International Compliance Team believes that an issuer should be placed on the Watch List, he or she will contact the Code Compliance Section. The Code Compliance Section will coordinate review of trading in the securities of that issuer with the TRP International Compliance Team as appropriate.

The person whose possession of or access to inside information has caused the inclusion of an issuer on the Watch List may never trade or recommend the trade of the securities of that issuer without the specific prior approval of the Legal Department.

The Restricted List is also highly confidential and should, under no circumstances, be disseminated to anyone outside Price Group. Individuals with access to the Restricted List should not disclose its contents to anyone within Price Group who does not have a legitimate business need to know this information.

For U.S. - Based Personnel:

An individual subject to the Code who is based in the United States and is, or believes he or she may be, in possession of material, non-public information should immediately contact the Legal Department. If the Legal Department determines that the information is both material and non-public, the issuer will be placed on either the Watch or Restricted List. If the issuer is placed on the Restricted List, the Code Compliance Section will promptly relay the identity of the issuer, the person(s) in possession of the information, the reason for its inclusion, and the local time and the date on which the issuer was placed on the Restricted List to a Designated Person on the TRP International Compliance Team and to the London and Hong Kong Head Dealers or their designees (“ Head Dealers ”). The Designated Person will place the issuer on the Restricted List in London.

The Watch List is maintained solely by the Code Compliance Section.

If the U.S.-based individual is unsure about whether the information is material or non-public, he or she should immediately contact the Legal Department for advice and may not disclose the information or trade in the security until the issue is resolved. The U.S.-based person may only disclose the information if approved on a “need to know” basis by the Legal Department.

When the information is no longer material or is public, the Code Compliance Section will remove the issuer from the Watch or Restricted List, noting the reason for and the date and local time of removal of the issuer from the List. If the issuer is being removed from the Restricted List, Code Compliance Section will promptly relay this information to a Designated Person on the TRP International Compliance Team and to the London and Hong Kong Head Dealers. The Designated Person will remove the issuer from the Restricted List in London. The Code Compliance Section will document the removal of the issuer from either List.

 

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If you receive a private placement memorandum and the existence of the private offering and/or the contents of the memorandum are material and non-public, you should contact the Legal Department for a determination of whether the issuer should be placed on the Watch or Restricted List.

For International Personnel:

An individual stationed in London, Copenhagen, Amsterdam, Luxembourg, Stockholm, or Buenos Aires will be referred to in this portion of the Statement as “London Personnel.” An individual stationed in Hong Kong, Singapore, Sydney or Tokyo will be referred to in this portion of the Statement as “Hong Kong Personnel.”

 

 

Procedures for London Personnel. Whenever a person identified as London Personnel is, or believes he or she may be, in possession of material, non-public information about a security or an issuer of a security, he or she should immediately inform one of the Designated Persons on the TRP International Compliance Team that he or she is in possession of such information and the nature of the information. If the information is determined to be material and non-public, the Designated Person on the TRP International Compliance Team will make a record of this notification by contacting a Designated Person in the Code Compliance Section to place the issuer on the Watch List or by placing the issuer on the Restricted List. If the Designated Person on the TRP International Compliance Team places the issuer on the Restricted List, he or she will note such pertinent information as the identity of the issuer, the person(s) in possession of the information, the reason for its inclusion, and the local time and date on which the issuer was placed on this List. If the issuer is placed on the Restricted List, he or she will also promptly relay this information to one of the Designated Persons in the Code Compliance Section, who will place the issuer on the Restricted List in Baltimore, and to the London and Hong Kong Head Dealers.

If the London Personnel is unsure about whether the information is material and non-public, he or she should immediately contact the TRP International Compliance Team, the International Compliance Officer, or the Legal Department for advice and may not disclose the information or trade in the security until the issue is resolved. The London Personnel may only disclose the information if approved on a “need to know” basis by the TRP International Compliance Team, the International Compliance Officer, or the Legal Department.

When the information is no longer material or is public, one of the Designated Persons on the TRP International Compliance Team will contact a Designated Person in the Code Compliance Section regarding removing the issuer from the Watch List or will remove the issuer from the Restricted List and note the reason for and the date and local time of removal of the issuer from this List. If the issuer is being removed from the Restricted List, he or she will also promptly relay the information to one of the Designated Persons in the Code Compliance Section and to the London and Hong Kong Head Dealers. The Code Compliance Section will remove the issuer from the Restricted List in Baltimore. If the Designated Person on the TRP International Compliance Team is unsure whether the issuer should be removed from the Watch or Restricted List, he or she should first contact the International Compliance Officer or the Legal Department for advice. If the Designated Persons on the TRP Compliance Team are unavailable, the London Employee should contact the International Compliance Officer or the Legal Department regarding removal of the issuer from the Restricted List.

 

4-10


 

Procedures for Hong Kong Personnel. Whenever a person identified as Hong Kong Personnel is, or believes he or she may be, in possession of material, non-public information about a security or the issuer of any security, he or she should immediately inform the Hong Kong Head Dealer that he or she is in possession of such information and the nature of the information. The Hong Kong Head Dealer will make a record of this notification, noting the person(s) in possession of the information, the nature of the information, and the local time and date on which the information was received, and contact by email as soon as possible a Designated Person on the TRP International Compliance Team or, if they are unavailable, in the Code Compliance Section. Until a Designated Person has determined whether the issuer should be placed on the Watch or Restricted List, the Hong Kong Dealing Desk will refrain from trading the securities of the issuer. The Designated Person will inform the Hong Kong Head Dealer and a Designated Person in the other location ( i.e., the Code Compliance Section or the TRP International Compliance Team) as soon as possible regarding whether or not the issuer has been placed on the Watch or Restricted List.

If the Hong Kong Personnel is unsure about whether the information is material and non-public, he or she should immediately contact the Hong Kong Head Dealer. The Hong Kong Personnel and the Hong Kong Head Dealer may only disclose the information if approved on a “need to know” basis by the TRP International Compliance Team, the International Compliance Officer, or the Legal Department.

The Hong Kong Personnel or the Hong Kong Head Dealer should contact a Designated Person on the TRP International Compliance Team or in the Code Compliance Section, the International Compliance Officer, or the Legal Department regarding removal of the issuer from the Restricted List. When the information is no longer material and/or non-public, a Designated Person will remove the issuer from the Restricted List, note the reason for and the date and local time of removal of the issuer from this List and promptly relay the information to one of the Designated Persons in the other location and to the Hong Kong Head Dealer. The Designated Person will remove the issuer from the Restricted List in that location. The Hong Kong Personnel or the Hong Kong Head Dealer should contact a Designated Person in the Code Compliance Section regarding removal of the issuer from the Watch List.

Specific Procedures Relating to the Safeguarding of Inside Information.

To ensure the integrity of the Information Barrier, and the confidentiality of the Restricted List, it is important that you take the following steps to safeguard the confidentiality of material, non-public information:

 

   

Do not discuss confidential information in public places such as elevators, hallways or social gatherings;

 

   

To the extent practical, limit access to the areas of the firm where confidential information could be observed or overheard to employees with a business need for being in the area;

 

   

Avoid using speaker phones in areas where unauthorized persons may overhear conversations;

 

   

Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects;

 

   

Exercise care to avoid placing documents containing confidential information in areas where they may be read by unauthorized persons and store such documents in secure locations when they are not in use; and

 

4-11


   

Destroy copies of confidential documents no longer needed for a project.

ADDITIONAL PROCEDURES

Education Program. While the probability of research analysts and portfolio managers being exposed to material, non-public information with respect to issuers considered for investment by clients is greater than that of other personnel, it is imperative that all personnel understand this Statement, particularly since the insider trading restrictions also apply to transactions in the stock of Price Group.

To ensure that all appropriate personnel are properly informed of and understand Price Group’s policy with respect to insider trading, the following program has been adopted.

Initial Review and Training for New Personnel. All new persons subject to the Code, which includes this Statement, will be given a copy of it at the time of their association and will be required to certify that they have read it. In addition, each new employee is required to take web-based training promptly after his or her start date.

Revision of Statement. All persons subject to the Code will be informed whenever this Statement is materially revised.

Annual Review for All Associates. All Associates receive training on the Code annually. This training may be in person or through another medium such as web-based training.

Confirmation of Compliance. All persons subject to the Code will be asked to confirm their understanding of and adherence to this Statement on at least an annual basis.

Questions. If you have any questions with respect to the interpretation or application of this Statement, you are encouraged to discuss them with your immediate supervisor, the Legal Department, or the TRP International Compliance Team as appropriate.

March, 2008

 

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T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

SECURITIES TRANSACTIONS

BACKGROUND INFORMATION.

Legal Requirement. In accordance with the requirements of the Securities Exchange Act of 1934 (the “Exchange Act” ), the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Insider Trading and Securities Fraud Enforcement Act of 1988, and the various United Kingdom and other jurisdictions’ laws and regulations, Price Group and the mutual funds ( “Price Funds” ) which its affiliates manage have adopted this Statement of Policy on Securities Transactions ( “Statement” ).

Price Advisers’ Fiduciary Position. As investment advisers, the Price Advisers are in a fiduciary position which requires them to act with an eye only to the benefit of their clients, avoiding those situations which might place, or appear to place, the interests of the Price Advisers or their officers, directors and employees in conflict with the interests of clients.

Purpose of Statement. The Statement was developed to help guide Price Group’s employees and independent directors and the independent directors of the Price Funds and the T. Rowe Price Savings Bank ( “Savings Bank” ) in the conduct of their personal investments and to:

 

   

eliminate the possibility of a transaction occurring that the SEC or other regulatory bodies would view as illegal, such as Front Running ( see definition below);

 

   

avoid situations where it might appear that Price Group or the Price Funds or any of their officers, directors, employees, or other personnel had personally benefited at the expense of a client or fund shareholder or taken inappropriate advantage of their fiduciary positions; and

 

   

prevent, as well as detect, the misuse of material, non-public information.

Those subject to the Code, including the independent directors of Price Group, the Price Funds and the Savings Bank, are urged to consider the reasons for the adoption of this Statement. Price Group’s and the Price Funds’ reputations could be adversely affected as the result of even a single transaction considered questionable in light of the fiduciary duties of the Price Advisers and the independent directors of the Price Funds.

Front Running. Front Running is illegal. It is generally defined as the purchase or sale of a security by an officer, director or employee of an investment adviser or mutual fund in anticipation of and prior to the adviser effecting similar transactions for its clients in order to take advantage of or avoid changes in market prices effected by client transactions.

 

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QUESTIONS ABOUT THE STATEMENT. You are urged to seek the advice of the Chief Compliance Officer TRPA, the Chairperson of the Ethics Committee (U.S.-based personnel), the TRP International Compliance Team (International personnel), or Code Compliance in Baltimore (all locations) when you have questions as to the application of this Statement to individual circumstances.

EXCESSIVE TRADING AND MARKET TIMING OF MUTUAL FUND SHARES. The issue of excessive trading and market timing by mutual fund shareholders is a serious one and is not unique to T. Rowe Price. Employees may not engage in trading of shares of a Price Fund that is inconsistent with the prospectus of that Fund.

Excessive or short-term trading in fund shares may disrupt management of a fund and raise its costs. The Board of Directors/Trustees of the Price Funds have adopted a policy to deter excessive and short-term trading (the “Policy” ), which applies to persons trading directly with T. Rowe Price and indirectly through intermediaries. Under this Policy, T. Rowe Price may bar excessive and short-term traders from purchasing shares.

This Policy is set forth in each Fund’s prospectus, which governs all trading activity in the Fund regardless of whether you are holding T. Rowe Price Fund shares as a retail investor or through your T. Rowe Price U.S. Retirement Program account.

Although the Fund may issue a warning letter regarding excessive trading or market timing, any trade activity in violation of the Policy will also be reviewed by the Chief Compliance Officer, who will refer instances to the Ethics Committee as he or she feels appropriate. The Ethics Committee, based on its review, may take disciplinary action, including suspension of trading privileges, forfeiture of profits or the amount of losses avoided, and termination of employment, as it deems appropriate.

Employees are also expected to abide by trading restrictions imposed by other funds as described in their prospectuses. If you violate the trading restrictions of a non-Price Fund, the Ethics Committee may impose the same penalties available for violation of the Price Funds excessive trading Policy.

PERSONS SUBJECT TO STATEMENT. The provisions of this Statement apply as described below to the following persons and entities. Each person and entity (except the independent directors of Price Group and the Savings Bank) is classified as either an Access Person or a Non-Access Person as described below. The provisions of this Statement may also apply to an Access Person’s or Non-Access Person’s spouse, minor children, and certain other relatives, as further described on page 5-5 of this Statement. All Access Persons except the independent directors of the Price Funds are subject to all provisions of this Statement except certain restrictions on purchases in initial public offerings that apply only to Investment Personnel. The independent directors of the Price Funds are not subject to prior transaction clearance requirements and are subject to modified reporting as described on p. 5-20. Non-Access Persons are subject to the general principles of the Statement and its reporting requirements, but are only required to receive prior transaction clearance for transactions in Price Group stock. The persons and entities covered by this Statement are:

Price Group. Price Group, each of its subsidiaries and affiliates, and their retirement plans.

Employee Partnerships. Partnerships such as Pratt Street Ventures.

 

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Personnel. Each officer, inside director and employee of Price Group and its subsidiaries and affiliates, including T. Rowe Price Investment Services, Inc., the principal underwriter of the Price Funds.

Certain Temporary Workers. These workers include:

 

   

All temporary workers hired on the Price Group payroll ( “TRP Temporaries” );

 

   

All agency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period;

 

   

All independent or agency-provided consultants whose assignments exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period and whose work is closely related to the ongoing work of Price Group’s employees (versus project work that stands apart from ongoing work); and

 

   

Any contingent worker whose assignment is more than casual in nature or who will be exposed to the kinds of information and situations that would create conflicts on matters covered in the Code.

Retired Employees. Retired employees of Price Group who receive investment research information from one or more of the Price Advisers will be subject to this Statement.

Independent Directors of Price Group, the Savings Bank and the Price Funds. The independent directors of Price Group include those directors of Price Group who are neither officers nor employees of Price Group or any of its subsidiaries or affiliates. The independent directors of the Savings Bank include those directors of the Savings Bank who are neither officers nor employees of Price Group or any of its subsidiaries or affiliates. The independent directors of the Price Funds include those directors of the Price Funds who are not deemed to be “interested persons” of Price Group.

Although subject to the general principles of this Statement, including the definition of “beneficial ownership,” independent directors are subject only to modified reporting requirements. See pp. 5-20 to 5-23. The trades of the independent directors of the Price Funds are not subject to prior transaction clearance requirements. The trades of the independent directors of Price Group and of the Savings Bank are not subject to prior transaction clearance requirements except for transactions in Price Group stock.

ACCESS PERSONS. Certain persons and entities are classified as “Access Persons” under the Code. The term “Access Person” means:

 

   

the Price Advisers;

 

   

any officer or director of any of the Price Advisers or the Price Funds (except the independent directors of the Price Funds are not subject to prior transaction clearance and have modified reporting requirements, as described below);

 

   

any person associated with any of the Price Advisers or the Price Funds who, in connection with his or her regular functions or duties, makes, participates in, or obtains or has access to non-public information regarding the purchase or sale of securities by a Price Fund or

 

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other advisory client, or to non-public information regarding any securities holdings of any client of a Price Adviser, including the Price Funds, or whose functions relate to the making of any recommendations with respect to the purchases or sales; or

 

   

any person in a control relationship to any of the Price Advisers or a Price Fund who obtains or has access to information concerning recommendations made to a Price Fund or other advisory client with regard to the purchase or sale of securities by the Price Fund or advisory client.

All Access Persons are notified of their status under the Code. Although a person can be an Access Person of one or more Price Advisers and one or more of the Price Funds, the independent directors of the Price Funds are only Access Persons of the applicable Price Funds; they are not Access Persons of any of the Price Advisers.

Investment Personnel. An Access Person is further identified as “Investment Personnel” if, in connection with his or her regular functions or duties, he or she “makes or participates in making recommendations regarding the purchase or sale of securities” by a Price Fund or other advisory client.

The term “Investment Personnel” includes, but is not limited to:

 

   

those employees who are authorized to make investment decisions or to recommend securities transactions on behalf of the firm’s clients (investment counselors and members of the mutual fund advisory committees);

 

   

research and credit analysts; and

 

   

traders who assist in the investment process.

All Investment Personnel are deemed Access Persons under the Code. All Investment Personnel are notified of their status under the Code. Investment Personnel are generally prohibited from investing in initial public offerings. See p. 5-14.

NON-ACCESS PERSONS. Persons who do not fall within the definition of Access Persons are deemed “ Non-Access Persons. ” If a Non-Access Person is married to an Access Person, then the non-Access Person is deemed to be an Access Person under the beneficial ownership provisions described below. However, the independent directors of Price Group and the Savings Bank are not included in this definition.

TRANSACTIONS SUBJECT TO STATEMENT. Except as provided below, the provisions of this Statement apply to transactions that fall under either one of the following two conditions:

First , you are a “beneficial owner” of the security under the Rule 16a-1 of the Exchange Act, as defined below; or

Second , if you control or direct securities trading for another person or entity, those trades are subject to this Statement even if you are not a beneficial owner of the securities. For example, if you have an exercisable trading authorization ( e.g., a power of attorney to direct transactions in another person’s account) of an unrelated person’s or entity’s brokerage account, or are directing another person’s or entity’s trades, those transactions will usually be subject to this Statement to the same extent your personal trades would be as described below.

 

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Definition of Beneficial Owner. A “beneficial owner” is any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise, has or shares in the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in the security.

A person has beneficial ownership in:

 

   

securities held by members of the person’s immediate family sharing the same household, although the presumption of beneficial ownership may be rebutted;

 

   

a person’s interest in securities held by a trust, which may include both trustees with investment control and, in some instances, trust beneficiaries;

 

   

a person’s right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable;

 

   

a general partner’s proportionate interest in the portfolio securities held by a general or limited partnership;

 

   

certain performance-related fees other than an asset-based fee, received by any broker, dealer, bank, insurance company, investment company, investment adviser, investment manager, trustee or person or entity performing a similar function; and

 

   

a person’s right to dividends that is separated or separable from the underlying securities. Otherwise, right to dividends alone shall not represent beneficial ownership in the securities.

A shareholder shall not be deemed to have beneficial ownership in the portfolio securities held by a corporation or similar entity in which the person owns securities if the shareholder is not a controlling shareholder of the entity and does not have or share investment control over the entity’s portfolio.

Requests for Clarifications or Interpretations Regarding Beneficial Ownership or Control. If you have beneficial ownership of a security, any transaction involving that security is presumed to be subject to the relevant requirements of this Statement, unless you have no direct or indirect influence or control over the transaction. Such a situation may arise, for example, if you have delegated investment authority to an independent investment adviser or your spouse has an independent trading program in which you have no input. Similarly, if your spouse has investment control over, but no beneficial ownership in, an unrelated account, the Statement may not apply to those securities and you may wish to seek clarification or an interpretation.

If you are involved in an investment account for a family situation, trust, partnership, corporation, etc., which you feel should not be subject to the Statement’s relevant prior transaction clearance and/or reporting requirements, you should submit a written request for clarification or interpretation to either the Code Compliance Section in Baltimore or the TRP International Compliance Team, as appropriate. Any such request for clarification or interpretation should name the account, your interest in the account, the persons or firms responsible for its management, and the specific facts of the situation. Do not assume that the Statement is not applicable; you must receive a clarification

 

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or interpretation about the applicability of the Statement . Clarifications and interpretations are not self-executing; you must receive a response to a request for clarification or interpretation directly from the Code Compliance Section or the TRP International Compliance Team before proceeding with the transaction or other action covered by this Statement.

PRIOR TRANSACTION CLEARANCE REQUIREMENTS GENERALLY. As described, certain transactions require prior clearance before execution. Receiving prior transaction clearance does not relieve you from conducting your personal securities transactions in full compliance with the Code, including its prohibition on trading while in possession of material, inside information, and the 60-Day Rule, and with applicable law, including the prohibition on Front Running ( see page 5-1 for definition of Front Running).

TRANSACTIONS IN STOCK OF PRICE GROUP . Because Price Group is a public company, ownership of its stock subjects its officers, inside and independent directors, employees and all others subject to the Code to special legal requirements under the United States securities laws. You are responsible for your own compliance with these requirements. In connection with these legal requirements, Price Group has adopted the following rules and procedures:

Independent Directors of Price Funds. The independent directors of the Price Funds are prohibited from owning the stock or other securities of Price Group.

Quarterly Earnings Report . Generally, all Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank must refrain from initiating transactions in Price Group stock in which they have a beneficial interest from the second trading day after quarter end (or such other date as management shall from time to time determine) through the day after the filing of the firm’s earnings release with the SEC on Form 10-Q or Form 8-K. You will be notified by the Management Committee from time to time as to the controlling dates

Prior Transaction Clearance of Price Group Stock Transactions Generally. Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank are required to obtain clearance prior to effecting any proposed transaction (including gifts and other transfers of beneficial ownership) involving shares of Price Group stock owned beneficially, including through the Employee Stock Purchase Plan ( “ESPP” ). A transfer of shares of Price Group stock into or from street name to or from a securities account and a transfer of shares of Price Group stock between securities firms or accounts, including accounts held at the same firm, do not have to receive prior clearance, but must be reported.

Prior Transaction Clearance Procedures for Price Group Stock. Requests for prior transaction clearance must be in writing on the form entitled “Notification of Proposed Transaction” (available on the firm’s Intranet under Services and Policies/Services/Employee Transactions-TRPG Stock) and must be submitted to the Payroll and Stock Transaction Group, BA-0372 or faxed to 410-345-6500. The Payroll and Stock Transaction Group is responsible for processing and maintaining the records of all such requests. This includes not only market transactions, but also sales of stock purchased either through the ESPP or through a securities account if shares of Price Group stock are transferred there from the ESPP. Purchases effected through the ESPP are automatically reported to the Payroll and Stock Transaction Group.

 

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Prohibition Regarding Transactions in Publicly-Traded Price Group Options. Transactions in publicly-traded options on Price Group stock are not permitted.

Prohibition Regarding Short Sales of Price Group Stock. Short sales of Price Group stock are not permitted.

Applicability of 60-Day Rule to Price Group Stock Transactions. Transactions in Price Group stock are subject to the 60-Day Rule except for transactions effected through the ESPP, the exercise of employee stock options granted by Price Group and the subsequent sale of the derivative shares, and shares obtained through an established dividend reinvestment program.

For a full description of the 60-Day Rule, please see page 5-27.

Only Price Group stock that has been held for at least 60 days may be gifted. You must receive prior clearance before gifting shares of Price Group stock.

Purchases of Price Group stock in the ESPP through payroll deduction are not considered in determining the applicability of the 60-Day Rule to market transactions in Price Group stock. See p. 5-27.

To avoid issues with the 60-Day Rule, shares may not be transferred out of or otherwise removed from the ESPP if the shares have been held for less than 60 days.

Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank must obtain prior transaction clearance of any transaction involving Price Group stock, (unless specifically exempted, such as transfers of form of ownership) from the Payroll and Stock Transaction Group.

Initial Disclosure of Holdings of Price Group Stock. Each new employee must report to the Payroll and Stock Transaction Group any shares of Price Group stock of which he or she has beneficial ownership no later than 10 business days after his or her starting date.

Dividend Reinvestment Plans for Price Group Stock. Purchases of Price Group stock owned outside of the ESPP and effected through a dividend reinvestment plan need not receive prior transaction clearance. Reporting of transactions effected through that plan need only be made quarterly through statements provided to the Code Compliance Section or by the financial institution ( e.g. , broker/dealer) where the account is maintained, except in the case of employees who are subject to Section 16 of the Exchange Act, who must report such transactions immediately.

Effectiveness of Prior Clearance . Prior transaction clearance of transactions in Price Group stock is effective for three (3) United States business days from and including the date the clearance is granted, unless (i) advised to the contrary by the Payroll and Stock Transaction Group prior to the proposed transaction, or (ii) the person receiving the clearance comes into possession of material, non-public information concerning the firm. If the proposed transaction in Price Group stock is not executed within this time period, a new clearance must be obtained before the individual can execute the proposed transaction.

 

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Reporting of Disposition of Proposed Transaction . You must use the form returned to you by the Payroll and Stock Transaction Group to notify it of the disposition (whether the proposed transaction was effected or not) of each transaction involving shares of Price Group stock owned directly. The notice must be returned within two business days of the trade’s execution or within seven business days of the date of prior transaction clearance if the trade is not executed.

Insider Reporting and Liability . Under current SEC rules, certain officers, directors and 10% stockholders of a publicly traded company ( “Insiders” ) are subject to the requirements of Section 16. Insiders include the directors and certain executive officers of Price Group. The Payroll and Stock Transaction Group informs all those who are Insiders of their obligations under Section 16.

SEC Reporting . There are three reporting forms which Insiders are required to file with the SEC to report their purchase, sale and transfer transactions in, and holdings of, Price Group stock. Although the Payroll and Stock Transaction Group will provide assistance in complying with these requirements as an accommodation to Insiders, it remains the legal responsibility of each Insider to ensure that the applicable reports are filed in a timely manner.

 

   

Form 3. The initial ownership report by an Insider is required to be filed on Form 3. This report must be filed within ten days after a person becomes an Insider ( i.e., is elected as a director or appointed as an executive officer) to report all current holdings of Price Group stock. Following the election or appointment of an Insider, the Payroll and Stock Transaction Group will deliver to the Insider a Form 3 for appropriate signatures and will file the form electronically with the SEC.

 

   

Form 4. Any change in the Insider’s ownership of Price Group stock must be reported on a Form 4 unless eligible for deferred reporting on year-end Form 5. The Form 4 must be filed electronically before the end of the second business day following the day on which a transaction resulting in a change in beneficial ownership has been executed. Following receipt of the Notice of Disposition of the proposed transaction, the Payroll and Stock Transaction Group will deliver to the Insider a Form 4, as applicable, for appropriate signatures and will file the form electronically with the SEC.

 

   

Form 5. Any transaction or holding that is exempt from reporting on Form 4, such as small purchases of stock, gifts, etc. may be reported electronically on a deferred basis on Form 5 within 45 calendar days after the end of the calendar year in which the transaction occurred. No Form 5 is necessary if all transactions and holdings were previously reported on Form 4.

Liability for Short-Swing Profits . Under the United States securities laws, profit realized by certain officers, as well as directors and 10% stockholders of a company (including Price Group) as a result of a purchase and sale (or sale and purchase) of stock of the company within a period of less than six months must be returned to the firm or its designated payee upon request.

 

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Office of Thrift Supervision (“OTS”) Reporting. TRPA and Price Group are holding companies of the Savings Bank, which is regulated by the OTS. OTS regulations require the directors and senior officers of TRPA and Price Group to file reports regarding their personal holdings of the stock of Price Group and of the stock of any non-affiliated bank, savings bank, bank holding company, or savings and loan holding company. Although the Bank’s Compliance Officer will provide assistance in complying with these requirements as an accommodation, it remains the responsibility of each person to ensure that the required reports are filed in a timely manner.

PRIOR TRANSACTION CLEARANCE REQUIREMENTS (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS.

Access Persons other than the independent directors of the Price Funds must, unless otherwise provided for below, obtain prior transaction clearance before directly or indirectly initiating, recommending, or in any way participating in, the purchase or sale of a security in which the Access Person has, or by reason of such transaction may acquire, any beneficial interest or which he or she controls. This includes the writing of an option to purchase or sell a security and the acquisition of any shares in an Automatic Investment Plan through a non-systematic investment. Non-Access Persons are not required to obtain prior clearance before engaging in any securities transactions, except for transactions in Price Group stock.

Access Persons and Non-Access Persons and the independent directors of Price Group and the Savings Bank must obtain prior transaction clearance of any transaction involving Price Group stock, (unless specifically exempted, such as transfers of form of ownership) from the Payroll and Stock Transaction Group.

Where required, prior transaction clearance must be obtained regardless of whether the transaction is effected through TRP Brokerage (generally available only to U.S. residents) or through an unaffiliated broker/dealer or other entity. Please note that the prior clearance procedures do not check compliance with the 60-Day Rule (p. 5-27); you are responsible for ensuring your compliance with this rule.

The independent directors of the Price Funds are not required to received prior transaction clearance in any case.

TRANSACTIONS (OTHER THAN IN PRICE GROUP STOCK) THAT DO NOT REQUIRE EITHER PRIOR TRANSACTION CLEARANCE OR REPORTING UNLESS THEY OCCUR IN A “REPORTABLE FUND.” The following transactions do not require either prior transaction clearance or reporting:

Mutual Funds and Variable Insurance Products . The purchase or redemption of shares of any open-end investment companies and variable insurance products, except that Access Persons must report transactions in Reportable Funds, as described below. ( see p. 5-11).

Automatic Investment Plans. Transactions through a program in which regular periodic purchases or withdrawals are made automatically in or from investment

 

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accounts in accordance with a predetermined schedule and allocation. An automatic investment plan includes a dividend reinvestment plan. An Access Person must report any securities owned as a result of transactions in an Automatic Investment Plan on his or her Annual Report. Any transaction that overrides the pre-set schedule or allocations of an automatic investment plan (a “non-systematic transaction” ) must be reported by both Access Persons and Non-Access Persons and Access Persons must also receive prior transaction clearance for such a transaction if the transaction would otherwise require prior transaction clearance.

U.S. Government Obligations . Purchases or sales of direct obligations of the U.S. Government.

Certain Commodity Futures Contracts. Purchases or sales of commodity futures contracts for tangible goods ( e.g., corn, soybeans, wheat) if the transaction is regulated solely by the United States Commodity Futures Trading Commission (“ CFTC ”). Futures contracts for financial instruments, however, must receive prior clearance.

Commercial Paper and Similar Instruments. Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements.

Certain Unit Investment Trusts. Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, if none of the underlying funds is a Reportable Fund.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY BOTH ACCESS PERSONS AND NON-ACCESS PERSONS. The following transactions do not require prior transaction clearance but must be reported:

Exchange-Traded Funds (“ETFs”). Purchases or sales of the following ETFs only :

 

   

Diamond Trust Series I (“ DIA ”)

 

   

SPDR Trust Series I (“ SPY ”)

 

   

NASDAQ-100 Index Tracking Stock (“ QQQQ ”)

 

   

Ishares MSCI EAFE Index Fund (“ EFA ”)

 

   

Ishares Trust S&P 500 Index (“ IVV ”)

 

   

Ishares Trust Russell 2000 (“ IWM ”)

 

   

Ishares MSCI Emerging Market Index (“ EEM ”)

Transactions in all other ETFs must receive prior clearance and these transactions must be reported.

Unit Investment Trusts. Purchases or sales of shares in unit investment trusts registered under the Investment Company Act of 1940, unless the unit investment trust is an ETF, in which case it must comply with the specific restrictions on ETFs described immediately above.

 

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National Government Obligations (other than U.S.). Purchases or sales of direct obligations of national (non-U.S.) governments.

Pro Rata Distributions . Purchases effected by the exercise of rights issued pro rata to all holders of a class of securities or the sale of rights so received.

Mandatory Tenders . Purchases and sales of securities pursuant to a mandatory tender offer.

Exercise of Stock Option of Corporate Employer by Spouse . Transactions involving the exercise by an Access Person’s spouse of a stock option issued by the corporation employing the spouse. However, a subsequent sale of the stock obtained by means of the exercise, including sales effected by a “cash-less” transactions, must receive prior transaction clearance.

Inheritances . The acquisition of securities through inheritance.

Gifts . The giving of or receipt of a security as a gift.

Stock Splits, Reverse Stock Splits, and Similar Acquisitions and Dispositions . The mandatory acquisition of additional shares or the disposition of existing corporate holdings through stock splits, reverse stock splits, stock dividends, exercise of rights, exchange or conversion. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. Reporting is deemed to have been made if the acquisition or disposition is reported on a confirmation, statement or similar document sent to Code Compliance.

Spousal Employee-Sponsored Payroll Deduction Plans . Purchases, but not sales, by an Access Person’s spouse pursuant to an employee-sponsored payroll deduction plan ( e.g., a 401(k) plan or employee stock purchase plan), provided the Code Compliance Section has been previously notified by the Access Person that the spouse will be participating in the payroll deduction plan. Reporting of such transactions must be made within 30 days of the end of the quarter in which they occurred. A sale or exchange of stock held in such a plan is subject to the prior transaction clearance requirements for Access Persons.

TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY ACCESS PERSONS ONLY.

Reportable Funds. Purchases and sales of shares of Reportable Funds. A Reportable Fund is any open-end investment company, including money market funds, for which any of the Price Advisers serves as an investment adviser. This includes not only the Price Funds and SICAVs, but also any fund managed by any of the Price Advisers through sub-advised relationships, including any fund holdings offered through retirement plans ( e.g., 401(k) plans) or as an investment option offered as part of a variable annuity. Group Compliance maintains a listing of sub-advised Reportable Funds under the Tools menu on the TRP Exchange.

 

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Restrictions on Holding Price Funds Through Intermediaries. Many Reportable Funds are Price Funds. Access Persons are encouraged to buy, sell and maintain their holdings of Price Funds in an account or accounts on a T. Rowe Price platform, rather than through an intermediary where possible. For example, Access Persons are encouraged to trade shares in a Price Fund through T. Rowe Price Services, Inc., the transfer agent or through a TRP Brokerage account, rather than through a brokerage account maintained at an independent broker/dealer.

Access Persons are prohibited from purchasing a Price Fund through an intermediary if shares of that Price Fund are not currently held at that intermediary and if the purchase could have been effected through one of the T. Rowe Price transfer agents or in a TRP Brokerage Account. If an Access Person currently holds Price Funds under such circumstances, he or she is prohibited from purchasing shares of any other Price Fund through that intermediary. Situations where Price Funds must be held through an intermediary ( e.g., spouse of an Access Person has or is eligible to invest in Price Funds through the spouse’s 401(k) plan) do not violate this policy.

Access Persons must inform the Code Compliance Section about ownership of shares of Price Funds. Once this notification has been given, if the Price Fund is held on a T. Rowe Price platform or in a TRP Brokerage Account, the Access Person need not report these transactions directly. See p. 5-19.

In instances where Price Funds are held through an intermediary, transactions in shares of those Price Funds must be reported as described on p. 5-19.

Interests in Section 529 College Investment Plans. Purchases and sales of interests in any Section 529 College Investment Plan. Access Persons must also inform the Code Compliance Section about ownership of interests in the Maryland College Investment Plan, the T. Rowe Price College Savings Plan, the University of Alaska College Savings Plan, or the John Hancock Freedom 529. Once this notification has been given, an Access Person need not report these transactions directly. See p. 5-19.

Notification Requirements. Notification to the Code Compliance Section about a Reportable Fund or a Section 529 College Investment Plan should include:

 

   

account ownership information, and

 

   

account number

The independent directors of the Price Funds are subject to modified reporting requirements.

The Chief Compliance Officer or his or her designee reviews at a minimum the transaction reports for all securities required to be reported under the Advisers Act or the Investment Company Act for all employees, officers, and inside directors of Price Group and its affiliates and for the independent directors of the Price Funds.

 

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TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT REQUIRE PRIOR TRANSACTION CLEARANCE BY ACCESS PERSONS. If the transaction or security is not listed above as not requiring prior transaction clearance, you should assume that it is subject to this requirement unless specifically informed otherwise by the Code Compliance Section or the TRP International Compliance Team. The only Access Persons not subject to the prior transaction clearance requirements are the independent directors of the Price Funds.

Among the transactions for which you must receive prior transaction clearance are:

 

   

Non-systematic transactions in a security that is not exempt from prior transaction clearance;

 

   

Closed-end fund transactions, including U.K., Canadian, and other non-U.S. investment trusts, and ETFs not specifically exempted from prior clearance (see p. 5-10); and

 

   

Transactions in sector index funds that are closed-end or exchange-traded funds.

OTHER TRANSACTION REPORTING REQUIREMENTS. Any transaction that is subject to the prior transaction clearance requirements on behalf of an Access Person (except the independent directors of the Price Funds), including purchases in initial public offerings and private placement transactions , must be reported. Although Non-Access Persons are not required to receive prior transaction clearance for securities transactions (other than Price Group stock), they must report any transaction that would require prior transaction clearance by an Access Person. The independent directors of Price Group, the Price Funds and the Savings Bank are subject to modified reporting requirements.

PROCEDURES FOR OBTAINING PRIOR TRANSACTION CLEARANCE (OTHER THAN PRICE GROUP STOCK) FOR ACCESS PERSONS. Unless prior transaction clearance is not required as described above or the Chairperson of the Ethics Committee or his or her designee has otherwise determined that prior transaction clearance is not required, Access Persons, other than the independent directors of the Price Funds, must receive prior transaction clearance for all securities transactions.

Access Persons should follow the procedures set forth below before engaging in the transactions described. If an Access Person is not certain whether a proposed transaction is subject to the prior transaction clearance requirements, he or she should contact the Code Compliance Section before proceeding.

Procedures For Obtaining Prior Transaction Clearance For Initial Public Offerings (“IPOs”):

Non-Investment Personnel . Access Persons who are not Investment Personnel ( “Non-Investment Personnel ”) may purchase securities that are the subject of an IPO only after receiving prior transaction clearance in writing from the Chairperson of the Ethics Committee or his or her designee (“ Designee ”). An IPO would include, for example, an offering of securities registered under the Securities Act of 1933 when the issuer of the securities, immediately before the registration, was not subject to certain reporting requirements of the Exchange Act. This requirement applies to all IPOs regardless of market.

 

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In considering such a request for prior transaction clearance, the Chairperson or his or her Designee will determine whether the proposed transaction presents a conflict of interest with any of the firm’s clients or otherwise violates the Code. The Chairperson or his or her Designee will also consider whether:

 

  1. The purchase is made through the Non-Investment Personnel’s regular broker;

 

  2. The number of shares to be purchased is commensurate with the normal size and activity of the Non-Investment Personnel’s account; and

 

  3. The transaction otherwise meets the requirements of the FINRA restrictions, as applicable, regarding the sale of a new issue to an account in which a “restricted person,” as defined in FINRA’s NASD Rule 2790, has a beneficial interest.

In addition to receiving prior transaction clearance from the Chairperson of the Ethics Committee or his or her Designee, Non-Investment Personnel must also check with the Equity Trading Desk the day the offering is priced before purchasing in the IPO. If a client order has been received since the initial prior transaction approval was given, the prior transaction clearance will be withdrawn.

Non-Investment Personnel will not be permitted to purchase shares in an IPO if any of the firm’s clients are prohibited from doing so because of affiliated transaction restrictions. This prohibition will remain in effect until the firm’s clients have had the opportunity to purchase in the secondary market once the underwriting is completed — commonly referred to as the aftermarket. The 60-Day Rule applies to transactions in securities purchased in an IPO.

Investment Personnel . Investment Personnel may not purchase securities in an IPO.

Non-Access Persons . Although Non-Access Persons are not required to receive prior transaction clearance before purchasing shares in an IPO, any Non-Access Person who is a registered representative or associated person of Investment Services is reminded that FINRA’s NASD Rule 2790 may restrict his or her ability to buy shares in a new issue in any market.

Procedures For Obtaining Prior Transaction Clearance For Private Placements. Access Persons may not invest in a private placement of securities, including the purchase of limited partnership interests, unless prior transaction clearance in writing has been obtained from the Chairperson of the Ethics Committee or his or her Designee. A private placement is generally defined by the SEC as an offering that is exempt from registration under the Securities Act. Private placement investments generally require the investor to complete a written questionnaire or subscription agreement. If an Access Person has any questions about whether a transaction is, in fact, a private placement, he or she should contact the Chairperson of the Ethics Committee or his or her designee.

In considering a request for prior transaction clearance for a private placement, the Chairperson will determine whether the investment opportunity (private placement) should be reserved for the firm’s clients, and whether the opportunity is being offered to the Access Person by virtue of his or her position with the firm. The Chairperson will also secure, if

 

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appropriate, the approval of the proposed transaction from the chairperson of the applicable investment steering committee. These investments may also have special reporting requirements, as discussed under “Procedures for Reporting Transactions,” at p. 5-18.

Continuing Obligation. An Access Person who has received prior transaction clearance to invest and does invest in a private placement of securities and who, at a later date, anticipates participating in the firm’s investment decision process regarding the purchase or sale of securities of the issuer of that private placement on behalf of any client, must immediately disclose his or her prior investment in the private placement to the Chairperson of the Ethics Committee and to the chairperson of the appropriate investment steering committee.

Registered representatives of Investment Services are reminded that FINRA rules may restrict investment in a private placement in certain circumstances.

Procedures For Obtaining Prior Transaction Clearance For All Other Securities Transactions . Requests for prior transaction clearance by Access Persons for all other securities transactions requiring prior transaction clearance should generally be made via iTrade on the firm’s intranet. The iTrade system automatically sends any request for prior transaction approval that requires manual intervention to the Equity Trading Department. If you cannot access iTrade, requests may be made orally, in writing, or by electronic mail (email address “Personal Trades” in the electronic mail address book). Obtaining clearance by electronic mail if you cannot access iTrade is strongly encouraged. All requests must include the name of the security, a definitive security identifier ( e.g., CUSIP, ticker, or Sedol), the number of shares or amount of bond involved, and the nature of the transaction, i.e. , whether the transaction is a purchase, sale, short sale, or buy to cover. Responses to all requests will be made by iTrade or the Equity Trading Department, documenting the request and whether or not prior transaction clearance has been granted. The Examiner system maintains the record of all approval and denials, whether automatic or manual.

Requests will normally be processed on the same day; however, additional time may be required for prior transaction clearance for certain securities, including non-U.S. securities.

Effectiveness of Prior Transaction Clearance . Prior transaction clearance of a securities transaction is effective for three (3) United States business days from and including the date the clearance is granted, regardless of the time of day when clearance is granted. If the proposed securities transaction is not executed within this time, a new clearance must be obtained . For example, if prior transaction clearance is granted at 2:00 pm Monday, the trade must be executed by Wednesday. In situations where it appears that the trade will not be executed within three business days even if the order is entered in that time period ( e.g., certain transactions through Transfer Agents or spousal employee-sponsored payroll deduction plans), please notify the Code Compliance Section after prior clearance has been granted, but before entering the order with the executing agent.

Reminder . If you are an Access Person and become the beneficial owner of another’s securities ( e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, then transactions in those securities also become subject to the prior transaction clearance requirements. You must also report acquisition of beneficial ownership or control of these securities within 10 business days of your knowledge of their existence.

 

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REASONS FOR DISALLOWING ANY PROPOSED TRANSACTION . Prior transaction clearance will usually not be granted for a proposed transaction by the Trading Department, either directly or by iTrade, and/or by the Chairperson of the Ethics Committee or by the TRP International Compliance Team if:

Pending Client Orders . Orders have been placed by any of the Price Advisers to purchase or sell the security unless certain size or volume parameters as described below under “Large Issuer/Volume Transactions” are met.

Purchases and Sales Within Seven (7) Calendar Days . The security has been purchased or sold by any client of a Price Adviser within seven calendar days immediately prior to the date of the proposed transaction, unless certain size or volume parameters as described below under “Large Issuer/Volume Transactions” are met.

For example, if a client transaction occurs on Monday, prior transaction clearance is not generally granted to an Access Person to purchase or sell that security until Tuesday of the following week. Transactions in securities in pure as opposed to enhanced index funds are not considered for this purpose.

If all clients have eliminated their holdings in a particular security, the seven-day restriction is not applicable to an Access Person’s transactions in that security.

Approved Company Rating Changes. A change in the rating of an approved company as reported in the firm’s Daily Research News has occurred within seven (7) calendar days immediately prior to the date of the proposed transaction. Accordingly, trading would not be permitted until the eighth (8) calendar day.

Securities Subject to Internal Trading Restrictions . The security is limited or restricted by any of the Price Advisers as to purchase or sale by Access Persons.

If for any reason an Access Person has not received a requested prior transaction clearance for a proposed securities transaction, he or she must not communicate this information to another person and must not cause any other person to enter into such a transaction.

Requests for Reconsideration of Prior Transaction Clearance Denials. If an Access Person has not been granted a requested prior transaction clearance, he or she may apply to the Chairperson of the Ethics Committee or his or her designee for reconsideration. Such a request must be in writing and must fully describe the basis upon which the reconsideration is being requested. As part of the reconsideration process, the Chairperson or his or her designee will determine if any client of any of the Price Advisers may be disadvantaged by the proposed transaction by the Access Person. The factors the Chairperson or his or her designee may consider in making this determination include:

 

   

the size of the proposed transaction;

 

   

the nature of the proposed transaction ( i.e. , buy or sell) and of any recent, current or pending client transactions;

 

   

the trading volume of the security that is the subject of the proposed Access Person transaction;

 

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the existence of any current or pending order in the security for any client of a Price Adviser;

 

   

the reason the Access Person wants to trade ( e.g. , to provide funds for the purchase of a home); and

 

   

the number of times the Access Person has requested prior transaction clearance for the proposed trade and the amount of time elapsed between each prior transaction clearance request.

TRANSACTION CONFIRMATIONS AND PERIODIC ACCOUNT STATEMENTS . All Access Persons (except the independent directors of the Price Funds) and Non-Access Persons must request broker-dealers, investment advisers, banks, or other financial institutions executing their transactions to send a duplicate confirmation or contract note with respect to each and every reportable transaction, including Price Group stock, and a copy of all periodic statements for all securities accounts in which the Access Person or Non-Access Person is considered to have beneficial ownership and/or control ( see page 5-4 for a discussion of beneficial ownership and control concepts) to Compliance, Legal Department, T. Rowe Price, P.O. Box 17218, Baltimore, Maryland 21297-1218.

The independent directors of Price Group, the Price Funds, and the Savings Bank are subject to modified reporting requirements described at pp. 5-20 to 5-23.

If transaction or statement information is provided in a language other than English, the employee should provide a translation into English of the documents.

NOTIFICATION OF SECURITIES ACCOUNTS . All persons (except the independent directors of the Price Funds) and all entities subject to this Statement must give notice by email to the Code Compliance section (email address “Legal Compliance Employee Trading”) before opening a securities account with, or as soon as the person or entity subject to this Statement knows of the existence of an account with, any broker, dealer, investment adviser, bank, or other financial institution, including TRP Brokerage.

The independent directors of Price Group, the Price Funds, and the Savings Bank are not subject to this requirement.

New Personnel Subject to the Code . A person subject to the Code must give written notice as directed above of any existing securities accounts maintained with any broker, dealer, investment adviser, bank or other financial institution within 10 business days of association with the firm.

You do not have to report accounts at transfer agents or similar entities if the only securities in those accounts are variable insurance products or open-end mutual funds if these are the only types of securities that can be held or traded in the accounts. If other securities can be held or traded, the accounts must be reported. For example, if you have an account at a transfer agent that can only hold shares of a mutual fund, that account does not have to be reported. If, however, you have a brokerage account it must be reported even if the only securities currently held or traded in it are mutual funds.

 

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Officers, Directors and Registered Representatives of Investment Services . FINRA requires each associated person of T. Rowe Price Investment Services, Inc. to:

 

   

Obtain approval for a securities account from Investment Services (whether the registered person is based in the United States or internationally); the request for approval should be in writing, directed to the Code Compliance Section, and submitted before opening or placing the initial trade in the securities account; and

 

   

If the securities account is with a broker/dealer, provide the broker/dealer with written notice of his or her association with Investment Services.

Annual Statement by Access Persons. Each Access Person, except an Access Person who is an independent director of the Price Funds, must also file with the firm a statement of his or her accounts as of year-end in January of the following year.

Reminder. If you become the beneficial owner of another’s securities ( e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, then the associated securities accounts become subject to the account reporting requirements.

PROCEDURES FOR REPORTING TRANSACTIONS. The following requirements apply both to Access Persons and Non-Access Persons except the independent directors of Price Group, the Price Funds and the Savings Bank, who are subject to modified reporting requirements:

Report Form . If the executing firm provides a confirmation, contract note or similar document directly to the firm, you do not need to make a further report. The date this document is received by the Code Compliance Section will be deemed the date the report is submitted for purposes of SEC compliance. The Code Compliance Section must receive the confirmation or similar document no later than 30 days after the end of the calendar quarter in which the transaction occurred. You must report all other transactions on the form designated “T. Rowe Price Employee’s Report of Securities Transactions,” which is available on the firm’s Intranet under the Tools menu on the TRP Exchange.

What Information Is Required. Each transaction report must contain , at a minimum, the following information about each transaction involving a reportable security in which you had, or as a result of the transaction acquired, any direct or indirect beneficial ownership:

 

   

the date of the transaction

 

   

the title of the security

 

   

the ticker symbol or CUSIP number, as applicable

 

   

the interest rate and maturity date, as applicable

 

   

the number of shares, as applicable

 

   

the principal amount of each reportable security involved, as applicable.

 

   

the nature of the transaction ( i.e. purchase, sale or any other type of acquisition or disposition)

 

   

the price of the security at which the transaction was effected

 

   

the name of the broker, dealer or bank with or through which the transaction was effected; and

 

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the date you submit the report

When Reports are Due . You must report a securities transaction (other than a transaction in a Reportable Fund or Section 529 College Investment Plan [Access Persons only] or a spousal payroll deduction plan or a stock split or similar acquisition or disposition) within ten (10) business days after the trade date or within ten (10) business days after the date on which you first gain knowledge of the transaction (for example, a bequest) if this is later. A transaction in a Reportable Fund, a Section 529 College Investment Plan, a spousal payroll deduction plan or a stock split or similar acquisition or disposition must be reported within 30 days of the end of the quarter in which it occurred.

Access Person Reporting of Reportable Funds and Section 529 College Investment Plan Interests Held on a T. Rowe Price Platform or in a TRP Brokerage account. You are required to inform the Code Compliance Section about Reportable Funds and/or Section 529 College Investment Plan interests ( i.e., the Maryland College Investment Plan, the T. Rowe Price College Savings Plan, the University of Alaska College Savings Plan, and the John Hancock Freedom 529) held on a T. Rowe Price Platform or in a TRP Brokerage account. See p. 5-12. Once you have done this, you do not have to report any transactions in those securities; your transactions and holdings will be updated and reported automatically to Code Compliance on a monthly basis. You should send an email to the Access Persons Legal Compliance mailbox when you first purchase shares in a Reportable Fund or invest in Section 529 College Investment Plan Interests held on a T.Rowe Price Platform or in a TRP Brokerage account providing the account number and Reportable Fund name, if applicable, and the account registration to inform the Code Compliance Section of new holdings.

Access Person Reporting of Reportable Funds and Section 529 College Investment Plan Interests NOT Held on a T. Rowe Price Platform or in a TRP Brokerage Account. You must notify the Code Compliance Section of any Reportable Fund or Section 529 College Investment Plan interests that you beneficially own or control that are held at any intermediary, including any broker/dealer other than TRP’s Brokerage Division. This would include, for example, a Price Fund held in your spouse’s retirement plan, even if T. Rowe Price Retirement Plan Services, Inc. acts as the administrator or recordkeeper of that plan. Any transaction in a Reportable Fund or in interests in a Section 529 College Investment Plan must be reported by duplicate account information sent directly by the intermediary to the Code Compliance Section or by the Access Person directly on the “T. Rowe Price Employees Report of Securities Transactions” within 30 days of the end of the quarter in which the transaction occurred.

Reporting Certain Private Placement Transactions. If your investment requires periodic capital calls ( e.g., in a limited partnership) you must report each capital call within ten (10) business days. This is the case even if you are an Access Person and you received prior transaction clearance for a total cumulative investment.

Reminder. If you become the beneficial owner of another’s securities ( e.g., by marriage to the owner of the securities) or begin to direct trading of another’s securities, the transactions in these securities become subject to the transaction reporting requirements.

 

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REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF THE PRICE FUNDS.

Transactions in Publicly Traded Securities. An independent director of the Price Funds must report transactions in publicly-traded securities where the independent director controls or directs such transactions. These reporting requirements apply to transactions the independent director effects for his or her own beneficial ownership as well as the beneficial ownership of others, such as a spouse or other family member. An independent director does not have to report securities transactions in accounts over which the independent director has no direct or indirect influence or control ( e.g., transactions in an account managed by an investment professional pursuant to a discretionary agreement and where the independent director does not participate in the investment decisions).

Transactions in Non-Publicly Traded Securities. An independent director does not have to report transactions in securities which are not traded on an exchange or listed on NASDAQ ( i.e., non-publicly traded securities), unless the independent director knew, or in the ordinary course of fulfilling his or her official duties as a Price Funds independent director, should have known that during the 15-day period immediately before or after the independent director’s transaction in such non-publicly traded security, a Price Adviser purchased, sold or considered purchasing or selling such security for a Price Fund or Price advisory client.

Methods of Reporting . An independent director has the option to satisfy his or her obligation to report transactions in securities via a Quarterly Report or by arranging for the executing brokers of such transactions to provide duplicate transaction confirmations directly to the Code Compliance Section.

Quarterly Reports . If a Price Fund independent director elects to report his or her transactions quarterly: (1) a report for each securities transaction must be filed with the Code Compliance Section no later than thirty (30) days after the end of the calendar quarter in which the transaction was effected; and (2) a report must be filed for each quarter, regardless of whether there have been any reportable transactions. The Code Compliance Section will send to each independent director of the Price Funds who chooses to report transactions on a quarterly basis a reminder letter and reporting form approximately ten days before the end of each calendar quarter.

Duplicate Confirmation Reporting. An independent director of the Price Funds may also instruct his or her broker to send duplicate transaction information (confirmations) directly to the Code Compliance Section. An independent director who chooses to have his or her broker send duplicate account information to the Code Compliance Section in lieu of directly reporting broker-executed transactions must nevertheless continue to report in the normal way ( i.e., Quarterly Reports) any securities transactions for which a broker confirmation is not generated.

Among the types of transactions that are commonly not reported through a broker confirmation and may therefore have to be reported directly to T. Rowe Price are:

 

   

Exercise of Stock Option of Corporate Employer;

 

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Inheritance of a Security;

 

   

Gift of a Security; and

 

   

Transactions in Certain Commodities Futures Contracts ( e.g., financial indices).

An independent director of the Price Funds must include any transactions listed above, as applicable, in his or her Quarterly Reports if not otherwise contained in a duplicate broker confirmation. The Code Compliance Section will send to each independent director of the Price Funds who chooses to report transactions through broker confirmations a reminder letter and reporting form approximately ten days before the end of each calendar quarter so that transactions not reported by broker confirmations can be reported on the reporting form.

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from the Price Funds. An independent director of the Price Funds shall report to the Code Compliance Section any officership, directorship, general partnership or other managerial position which he or she holds with any public, private, or governmental issuer other than the Price Funds.

Reporting of Significant Ownership.

Issuers (Other than Non-Public Investment Partnerships, Pools or Funds) . If an independent director of the Price Funds owns more than  1 / 2 of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must immediately report this ownership in writing to the Code Compliance Section, providing the name of the issuer and the total number of the issuer’s shares beneficially owned.

Non-Public Investment Partnerships, Pools or Funds . If an independent director of the Price Funds owns more than  1 / 2 of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, or is informed of the investment transactions of that entity, the independent director must report such ownership in writing to the Code Compliance Section. For non-public investment partnerships, pools or funds where the independent director does not exercise control or influence and is not informed of the investment transactions of such entity, the independent director need not report such ownership to the Code Compliance Section unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

Investments in Price Group . An independent director of the Price Funds is prohibited from owning the common stock or other securities of Price Group.

Investments in Non-Listed Securities Firms. An independent director of the Price Funds may not purchase or sell the shares of a broker/dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or listed on NASDAQ or the purchase or sale has otherwise been approved by the Price Fund Boards.

 

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Restrictions on Client Investment Partnerships.

Co-Investing . An independent director of the Price Funds is not permitted to co-invest in client investment partnerships of Price Group or its affiliates, such as Strategic Partners, Threshold, and Recovery.

Direct Investment . An independent director of the Price Funds is not permitted to invest as a limited partner in client investment partnerships of Price Group or its affiliates.

Dealing with Clients . Aside from market transactions effected through securities exchanges or via NASDAQ, an independent director of the Price Funds may not, directly or indirectly, sell to or purchase from a client any security. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers.

REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF PRICE GROUP.

Reporting of Personal Securities Transactions. An independent director of Price Group is not required to report his or her personal securities transactions (other than transactions in Price Group stock) as long as the independent director does not obtain information about the Price Advisers’ investment research, recommendations, or transactions. However, each independent director of Price Group is reminded that changes to certain information reported by the respective independent director in the Annual Questionnaire for Independent Directors are required to be reported to Corporate Records in Baltimore ( e.g., changes in holdings of stock of financial institutions or financial institution holding companies).

Reporting of Officership, Directorship, General Partnership or Other Managerial Positions Apart from Price Group. An independent director of Price Group shall report to the Code Compliance Section any officership, directorship, general partnership or other managerial position which he or she holds with any public, private, or governmental issuer other than Price Group.

Reporting of Significant Ownership .

Issuers (Other than Non-Public Investment Partnerships, Pools or Funds) . If an independent director of Price Group owns more than  1 / 2 of 1% of the total outstanding shares of a public or private issuer (other than a non-public investment partnership, pool or fund), he or she must immediately report this ownership in writing to the Code Compliance Section, providing the name of the issuer and the total number of the issuer’s shares beneficially owned.

Non-Public Investment Partnerships, Pools or Funds . If an independent director of Price Group owns more than  1 / 2 of 1% of the total outstanding shares or units of a non-public investment partnership, pool or fund over which the independent director exercises control or influence, or is informed of the investment transactions of that entity, the independent director must report such ownership in writing to the Code Compliance Section. For non-public

 

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investment partnerships, pools or funds where the independent director does not exercise control or influence and is not informed of the investment transactions of such entity, the independent director need not report such ownership to the Code Compliance Section unless and until such ownership exceeds 4% of the total outstanding shares or units of the entity.

TRANSACTION REPORTING REQUIREMENTS FOR THE INDEPENDENT DIRECTORS OF THE SAVINGS BANK. The independent directors of the Savings Bank are not required to report their personal securities transactions (other than transactions in Price Group stock) as long as they do not obtain information about the Price Advisers’ investment research, recommendations, or transactions, other than information obtained because the Savings Bank is a client of one or more of the Price Advisers. In addition, the independent directors of the Savings Bank may be required to report other personal securities transactions and/or holdings as specifically requested from time to time by the Savings Bank in accordance with regulatory or examination requirements.

MISCELLANEOUS RULES REGARDING PERSONAL SECURITIES TRANSACTIONS . These rules vary in their applicability depending upon whether you are an Access Person.

The following rules apply to all Access Persons, except the independent directors of the Price Funds, and to all Non-Access Persons:

Dealing with Clients . Access Persons and Non-Access Persons may not, directly or indirectly, sell to or purchase from a client any security. Market transactions are not subject to this restriction. This prohibition does not preclude the purchase or redemption of shares of any open-end mutual fund that is a client of any of the Price Advisers and does not apply to transactions in a spousal employer-sponsored payroll deduction plan or spousal employer-sponsored stock option plan.

Investment Clubs. These restrictions vary depending upon the person’s status, as follows:

Non-Access Persons. A Non-Access Person may form or participate in a stock or investment club without prior clearance from the Chairperson of the Ethics Committee (U.S.–based personnel) or the TRP International Compliance Team (international personnel). Only transactions in Price Group stock are subject to prior transaction clearance. Club transactions must be reported just as the Non-Access Person’s individual trades are reported.

Access Persons . An Access Person may not form or participate in a stock or investment club unless prior written clearance has been obtained from the Chairperson of the Ethics Committee (U.S.-based personnel) or the TRP International Compliance Team (international personnel). Generally, transactions by such a stock or investment club in which an Access Person has beneficial ownership or control are subject to the same prior transaction clearance and reporting requirements applicable to an individual Access Person’s trades. If, however, the Access Person has beneficial ownership solely by virtue of his or her spouse’s participation in the club and has no investment control or input into decisions regarding the club’s securities transactions, the Chairperson of the Ethics Committee or the TRP International Compliance Team may, as appropriate as part of the prior clearance process, require the prior transaction clearance of Price Group stock transactions only.

 

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Margin Accounts. While margin accounts are discouraged, you may open and maintain margin accounts for the purchase of securities provided such accounts are with firms with which you maintain a regular securities account relationship.

Trading Activity. You are discouraged from engaging in a pattern of securities transactions that either:

 

   

is so excessively frequent as to potentially impact your ability to carry out your assigned responsibilities, or

 

   

involves securities positions that are disproportionate to your net assets.

At the discretion of the Chairperson of the Ethics Committee, written notification of excessive trading may be sent to you and/or the appropriate supervisor if ten or more reportable trades occur in your account(s) in a month, or if circumstances otherwise warrant this action.

The following rules apply only to Access Persons other than the independent directors of the Price Funds:

Large Issuer/Volume Transactions . Although subject to prior transaction clearance, transactions involving securities of certain large issuers or of issuers with high trading volumes, within the parameters set by the Ethics Committee (the “ Large Issuer/Volume List ”), will be permitted under normal circumstances, as follows:

Transactions involving no more than U.S. $30,000 (all amounts are in U.S. dollars) or the nearest round lot (even if the amount of the transaction marginally exceeds $30,000) per security per seven (7) calendar day period in securities of:

 

   

issuers with market capitalizations of $5 billion or more, or

 

   

U.S. issuers with an average daily trading volume in excess of 500,000 shares over the preceding 90 calendar days

are usually permitted, unless the rating on the security as reported in the firm’s Daily Research News has been changed to a 1 or a 5 within the seven (7) calendar days immediately prior to the date of the proposed transaction.

These parameters are subject to change by the Ethics Committee. An Access Person should be aware that if prior transaction clearance is granted for a specific number of shares lower than the number requested, he or she may not be able to receive permission to buy or sell additional shares of the issuer for the next seven (7) calendar days.

If you believe one or both of these criteria should be applied to a non-U.S. issuer, you should contact the Code Compliance Section or the TRP International Compliance Team, as appropriate. When contacted, the TRP International Compliance Team will coordinate the process with the Code Compliance Section.

 

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Transactions Involving Options on Large Issuer/Volume List Securities . Access Persons may not purchase uncovered put options or sell uncovered call options unless otherwise permitted under the “Options and Futures” discussion below. Otherwise, in the case of options on an individual security on the Large Issuer/Volume List (if it has not had a prohibited rating change), an Access Person may trade the greater of 5 contracts or sufficient option contracts to control $30,000 in the underlying security; thus an Access Person may trade 5 contracts even if this permits the Access Person to control more than $30,000 in the underlying security. Similarly, the Access Person may trade more than 5 contracts as long as the number of contracts does not permit him or her to control more than $30,000 in the underlying security.

Transactions Involving Exchange-Traded Index Options . Generally, an Access Person may trade the greater of 5 contracts or sufficient contracts to control $30,000 in the underlying securities; thus an Access Person may trade 5 contracts even if this permits the Access Person to control more than $30,000 in the underlying securities. Similarly, the Access Person may trade more than 5 contracts as long as the number of contracts does not permit him or her to control more than $30,000 in the underlying securities. These parameters are subject to change by the Ethics Committee.

Please note that an option on a Unit Investment Trust ( e.g., QQQQ) is not an exchange-traded index option and does not fall under this provision. See the discussion under General Information on Options and Futures below.

Client Limit Orders . Although subject to prior transaction clearance, an Access Person’s proposed trade in a security is usually permitted even if a limit order has been entered for a client for the same security, if:

 

   

The Access Person’s trade will be entered as a market order; and

 

   

The client’s limit order is 10% or more away from the market at the time the Access Person requests prior transaction clearance.

Japanese New Issues. All Access Persons are prohibited from purchasing a security which is the subject of an IPO in Japan.

General Information on Options and Futures (Other than Exchange – Traded Index Options). If a transaction in the underlying instrument does not require prior transaction clearance ( e.g., National Government Obligations, Unit Investment Trusts), then an options or futures transaction on the underlying instrument does not require prior transaction clearance. However, all options and futures transactions, except the commodity futures transactions described on page 5-10, must be reported even if a transaction in the underlying instrument would not have to be reported ( e.g., U.S. Government Obligations). Transactions in publicly traded options on Price Group stock are not permitted. See p. 5-7. Please consult the specific discussion on Exchange – Traded Index Options above for transactions in those securities. Please note that Contracts for Difference are treated under this Statement in the same manner as call options, and, as a result, are subject to the 60-Day Rule.

 

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Before engaging in options and futures transactions, Access Persons should understand the impact that the 60-Day Rule and intervening client transactions may have upon their ability to close out a position with a profit (see page 5-27).

Options and Futures on Securities and Indices Not Held by Clients of the Price Advisers. There are no specific restrictions with respect to the purchase, sale or writing of put or call options or any other option or futures activity, such as multiple writings, spreads and straddles, on a security (and options or futures on such security) or index that is not held by any of the Price Advisers’ clients.

Options on Securities Held by Clients of the Price Advisers. With respect to options on securities of companies which are held by any of Price Advisers’ clients, it is the firm’s policy that an Access Person should not profit from a price decline of a security owned by a client (other than a “pure” Index account). Therefore, an Access Person may: (i) purchase call options and sell covered call options and (ii) purchase covered put options and sell put options. An Access Person may not purchase uncovered put options or sell uncovered call options, even if the issuer of the underlying securities is included on the Large Issuer/Volume List, unless purchased in connection with other options on the same security as part of a straddle, combination or spread strategy which is designed to result in a profit to the Access Person if the underlying security rises in or does not change in value. The purchase, sale and exercise of options are subject to the same restrictions as those set forth with respect to securities, i.e., the option should be treated as if it were the common stock itself.

Other Options and Futures Held by Clients of the Price Advisers. Any other option or futures transaction with respect to domestic or foreign securities held by any of the Price Advisers’ clients will receive prior transaction clearance if appropriate after due consideration is given, based on the particular facts presented, as to whether the proposed transaction or series of transactions might appear to or actually create a conflict with the interests of any of the Price Advisers’ clients. Such transactions include transactions in futures and options on futures involving financial instruments regulated solely by the CFTC.

Closing or Exercising Option Positions. A transaction initiated by an Access Person to exercise an option or to close an option transaction must also receive prior transaction clearance. If an intervening client transaction in the underlying security has occurred since the position was opened, the Access Person may not receive prior clearance to initiate a transaction to exercise the option or to close out the position, as applicable. The sale of an option by an Access Person must receive prior clearance, which also covers the exercise of that option against the Access Person, if one occurs.

Short Sales . Short sales by Access Persons are subject to prior clearance unless the security itself does not otherwise require prior clearance. In addition, Access Persons may not sell any security short which is owned by any client of one of the Price Advisers unless a transaction in that security would not require prior clearance. Short sales of Price Group stock are not permitted. All short sales are subject to the 60-Day Rule described below.

 

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The 60-Day Rule. Access Persons are prohibited from profiting from the purchase and sale or sale and purchase ( e.g., short sales and certain option transactions) of the same (or equivalent) securities within 60 calendar days. An “equivalent” security means any option, warrant, convertible security, stock appreciation right, or similar right with an exercise or conversion privilege at a price related to the subject security, or similar securities with a value derived from the value of the subject security. Thus, for example, the rule prohibits options transactions on or short sales of a security that may result in a gain within 60 days of the purchase of the underlying security. In addition, the rule applies regardless of the Access Person’s other holdings of the same security or whether the Access Person has split his or her holdings into tax lots. For example, if an Access Person buys 100 shares of XYZ stock on March 1, 2003 and another 100 shares of XYZ stock on November 27, 2007, he or she may not sell any shares of XYZ stock at a profit for 60 days following November 27, 2007.

Similarly, an Access Person must own the underlying security for more than 60 days before entering into any options transaction on that security.

The 60-Day Rule “clock” restarts each time the Access Person trades in that security.

The closing of a position in an option or Contract for Difference on any security other than an index will result in a 60-Day Rule violation if the position was opened within the 60-day window and the closing transaction results in a gain. Multiple positions will not be netted to determine an overall gain or loss in options on the same underlying security expiring on the same day.

The 60-Day Rule does not apply to:

 

   

any transaction by a Non-Access Person other than transactions in Price Group stock not excluded below;

 

   

any transaction which because of its nature or the nature of the security involved does not require prior transaction clearance ( e.g., if an Access Person inherits a security, a transaction that did not require prior transaction clearance, then he or she may sell the security inherited at a profit within 60 calendar days of its acquisition; other examples include the purchase or sale of a unit investment trust, including SPYDER and QQQQ, the exercise of a corporate stock option by an Access Person’s spouse, or pro-rata distributions; see pp. 5-9; 5-10; 5-11);

 

   

the purchase and sale or sale and purchase of exchange-traded index options;

 

   

any transaction in Price Group stock effected through the ESPP (note that the 60-Day Rule does apply to shares transferred out of the ESPP to a securities account; generally, however, an employee remaining in the ESPP may not transfer shares held less than 60 days out of the ESPP);

 

   

the exercise of “company-granted” Price Group stock options or receipt of Price Group shares through Company-based awards and the subsequent sale of the derivative shares; and

 

   

any purchase of Price Group stock through an established dividend reinvestment plan.

 

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Prior transaction clearance procedures do not check compliance with the 60-Day Rule when considering a trading request. Access Persons are responsible for checking their compliance with this rule before entering a trade. If you have any questions about whether this Rule will be triggered by a proposed transaction, you should contact the Code Compliance Section or the TRP International Compliance Team before requesting prior transaction clearance for the proposed trade.

Access Persons may request in writing an interpretation from the Chairperson of the Ethics Committee that the 60-Day Rule should not apply to a specific transaction or transactions.

Expanded Holding Period Requirement for Employees in Japan. Securities owned by Staff employed by the Tokyo branch of T. Rowe Price Global Services Limited may be subject to a longer holding period than 60 days. If you have any questions about this restriction, you should contact the TRP International Compliance Team.

Investments in Non-Listed Securities Firms. Access Persons may not purchase or sell the shares of a broker/dealer, underwriter or federally registered investment adviser unless that entity is traded on an exchange or listed as a NASDAQ stock or prior transaction clearance is given under the private placement procedures ( see p. 5-14).

REPORTING OF ONE – HALF OF ONE PERCENT OWNERSHIP. If an employee owns more than  1 / 2 of 1% of the total outstanding shares of a public or private company, he or she must immediately report this in writing to the Code Compliance Section, providing the name of the company and the total number of such company’s shares beneficially owned.

GAMBLING RELATED TO THE SECURITIES MARKETS. All persons subject to the Code are prohibited from wagering, betting or gambling related to individual securities, securities indices, currency spreads, or other similar financial indices or instruments. This prohibition applies to wagers placed through casinos, betting parlors or internet gambling sites and is applicable regardless of where the activity is initiated ( e.g., home or firm computer or telephone). This specific prohibition does not restrict the purchase or sale of securities through a securities account reporting to the Code Compliance Section even if these transactions are effected with a speculative investment objective.

INITIAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS. Upon commencement of employment, appointment or promotion (no later than 10 calendar days after the starting date) , each Access Person, except an independent director of the Price Funds, is required by United States securities laws to disclose in writing all current securities holdings in which he or she is considered to have beneficial ownership or control (“Securities Holdings Report”) ( see page 5-5 for definition of the term Beneficial Owner) and provide or reconfirm the information regarding all of his or her securities accounts.

The form to provide the Securities Holdings Report will be provided upon commencement of employment, appointment, promotion, or designation as an Access Person, and should be submitted to the Code Compliance Section. It is sent by email from the Access Persons mailbox.

 

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SEC rules require that each Securities Holding Report contain, at a minimum, the following information:

 

   

securities title

 

   

securities type

 

   

exchange ticker number or CUSIP number, as applicable

 

   

number of shares or principal amount of each reportable securities in which the Access Person has any direct or indirect beneficial ownership

 

   

the name of any broker, dealer or both with which the Access Person maintains an account in which any securities are held for the Access Person’s direct or indirect benefit; and

 

   

the date the Access Person submits the Securities Holding Report.

The information provided must be current as of a date no more than 45 days prior to the date the person becomes an Access Person.

ANNUAL DISCLOSURE OF PERSONAL SECURITIES HOLDINGS BY ACCESS PERSONS . Each Access Person, except an independent director of the Price Funds, is also required to file a “ Personal Securities Report ,” consisting of a Statement of Personal Securities Holdings and a Securities Account Verification Form Report, on an annual basis. The Personal Securities Report must be as of year end and must be filed with the firm by the date it specifies . The Chief Compliance Officer or his or her designee reviews all Personal Securities Reports.

ADDITIONAL DISCLOSURE OF OPEN-END INVESTMENT COMPANY HOLDINGS BY INVESTMENT PERSONNEL. If a person has been designated “Investment Personnel,” he or she must report with the initial and annual Securities Holdings Report a listing of shares of all open-end investment companies (except money market funds), whether registered under the Investment Company Act or sold in jurisdictions outside the United States, that the Investment Personnel either beneficially owns or controls. If an Access Person becomes Investment Personnel, he or she must file a supplement to his or her existing Securities Holdings Report within thirty (30) days of the date of this designation change, listing all shares of open-end investment companies (except money market funds) that he or she beneficially owns or controls. Previously disclosed ownership of Reportable Funds does not have to be reported again in this disclosure.

CONFIDENTIALITY OF RECORDS . Price Group makes every effort to protect the privacy of all persons and entities in connection with their Securities Holdings Reports, Reports of Securities Transactions, Reports of Securities Accounts, and Personal Securities Reports.

SANCTIONS . Strict compliance with the provisions of this Statement is considered a basic provision of employment or other association with Price Group and the Price Funds. The Ethics Committee, the Code Compliance Section, and the TRP International Compliance Team are primarily responsible for administering this Statement. In fulfilling this function, the Ethics Committee will institute such procedures as it deems reasonably necessary to monitor each person’s and entity’s compliance with this Statement and to otherwise prevent and detect violations.

Violations by Access Persons, Non-Access Persons and Independent Directors of Price Group or the Savings Bank. Upon discovering a material violation of this Statement by any

 

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person or entity other than an independent director of a Price Fund, the Ethics Committee will impose such sanctions as it deems appropriate and as are approved by the Management Committee or the Board of Directors including, inter alia , a letter of censure or suspension, a fine, a suspension of trading privileges or termination of employment and/or officership of the violator. In addition, the violator may be required to surrender to Price Group, or to the party or parties it may designate, any profit realized from any transaction that is in violation of this Statement. All material violations of this Statement shall be reported to the Board of Directors of Price Group and to the Board of Directors of any Price Fund with respect to whose securities such violations may have been involved.

Violations by Independent Directors of Price Funds. Upon discovering a material violation of this Statement by an independent director of a Price Fund, the Ethics Committee shall report such violation to the Board on which the director serves. The Price Fund Board will impose such sanctions as it deems appropriate.

March, 2008

 

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T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

WITH RESPECT TO COMPLIANCE WITH

COPYRIGHT AND TRADEMARK LAWS

Purpose of Statement of Policy. To protect the interests of Price Group and its personnel, Price Group has adopted this Statement of Policy with Respect to Compliance with Copyright and Trademark Laws (“ Statement” ) to: (1) describe the legal principles governing copyrights, trademarks, and service marks; (2) ensure that Price Group’s various copyrights, trademarks, and service marks are protected from infringement; and, (3) prevent Price Group from violating intellectual property rights of others. Although this Statement primarily describes the requirements of United States law, it is important to note that many nations have laws in this area.

Definition of Copyright

In order to protect authors and owners of books, articles, drawings, designs, business logos, music, videos, electronic media, or computer programs and software, the U.S. Copyright Law makes it a crime to reproduce, in any manner, any copyrighted material without the express written permission of the copyright owner. Under current law, all original works are copyrighted at the moment of creation; it is no longer necessary to officially register a copyright. Copyright infringements may result in judgments of actual damages (i.e., the cost of additional subscriptions, attorneys fees and court costs) as well as statutory damages, which can range from $750 to $30,000 per infringement plus a potential of $150,000 per infringement for willful infringement.

Reproduction of Articles and Similar Materials for Internal and External Distribution. In general, the unauthorized reproduction and distribution of copyrighted material is a U.S. and state crime. This includes downloading or copying information from an Internet website or any fee-paid subscription publication services. Copyrighted material may not be reproduced without the express written permission of the copyright owner (a sample Permission Request Letter is available from the Legal Department). An exception to the copyright law is the “fair use” doctrine, which allows reproduction for scholarly purposes, criticism, or commentary. This exception ordinarily does not apply in a business environment. Thus, personnel wishing to reproduce copyrighted material for internal or external distribution must obtain written permission from the author or publisher.

It is your responsibility to obtain permission to reproduce copyrighted material. The permission must be in writing and forwarded to the Legal Department. If the publisher will not grant permission to reproduce the copyrighted material, then the requestor must purchase from the publisher or owner either additional subscriptions or copies of the work or refrain from using it. The original article or periodical may be circulated as an alternative to purchasing additional copies. If the work in question is accessible via an Internet web site, the web site address may be circulated in order for others to publicly view the information.

 

 

 

For works published after January 1 st 1978, copyrights last for the life of the author or owner plus 70 years or up to 120 years from creation.

 

   

The electronic transmission of copyrighted works can constitute an infringement.

 

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The United States Digital Millennium Copyright Act (“ DMCA ”) makes it a violation to (i) alter or remove copyright notices, (ii) provide false copyright notices, or (iii) distribute works knowing that the copyright notice has been removed or altered.

 

   

Derivative Works – a derivative work is a new work created based on an original work. Only the owner of a copyright has the right to authorize someone else to create a new version of the original work.

 

   

Subscription Agreements for on-line publications typically only grant permission for the licensee to make a single copy. Permission from the copyright owner must be granted in order to make additional copies.

Personal Computer Software Programs. Software products and on-line information services purchased for use on Price Group’s personal computers are generally copyrighted material and may not be reproduced or transferred without the proper authorization from the software vendor. See the T. Rowe Price Group, Inc. Statement of Policy With Respect to Computer Security and Related Issues for more information.

Definition of Trademark and Service Mark

Trademark . A trademark is either a word, phrase or design, or combination of words, phrases, symbols or designs, which identifies and distinguishes the source of the goods or services of one party from those of others. For example, Kleenex is a trademark for facial tissues.

Service Mark . A service mark is the same as a trademark except that it identifies and distinguishes the source of a service rather than a product. For example, “ Invest With Confidence” is a registered service mark, which identifies and distinguishes the services offered by Price Group or its affiliates.

Normally, a mark for goods appears on the product or on its packaging, while a service mark appears in advertising for the services.

Use of the “TM”, “SM” and ®

Anyone who claims rights in a mark may use the TM (trademark) or SM (service mark) designation with the mark to alert the public to the claim. It is not necessary to have a federal registration, or even a pending application, to use these designations. The claim may or may not be valid. The registration symbol,®, may only be used when the mark is registered with the United States Patent and Trademark Office (“ PTO ”) or a Foreign Trademark Office. It is improper to use this symbol at any point before the registration issues. The symbols are not considered part of the mark.

It is important to recognize that many nations have laws in this area. It is important to contact the Legal Department before using a mark in any country.

Registered Trademarks and Service Marks . Once Price Group has registered a trademark or service mark with the PTO or a Foreign Trademark Office, it has the exclusive right to use that mark. In order to preserve rights to a registered trademark or service mark, Price Group must (1) use the mark on a continuous basis and in a manner consistent with the Certificate of Registration; (2) place the registration symbol, ®, next to the mark in all publicly distributed media; and (3) take action against any party infringing upon the mark.

 

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Establishing a Trademark or Service Mark. The Legal Department has the responsibility to register and maintain all trademarks and service marks and protect them against any infringement. If Price Group wishes to utilize a particular word, phrase, or symbol, logo or design as a trademark or service mark, the Legal Department must be notified in advance so that a search may be conducted to determine if the proposed mark has already been registered or is in use by another entity. Until clearance is obtained from the Legal Department, no new mark should be used. This procedure has been adopted to ensure that Price Group does not unknowingly infringe upon another company’s trademark. Once a proposed mark is cleared for use and Price wishes to use the mark, it must be accompanied by the abbreviations “TM” or “SM” as appropriate, until it has been registered. All trademarks and service marks that have been registered with the PTO or a Foreign Trademark Office, must be accompanied by an encircled ® when used in any public document. These symbols need only accompany the mark in the first or most prominent place it is used in each public document. Subsequent use of the same trademark or service mark in such material would not need to be marked. The Legal Department maintains a written summary of all Price Group’s registered and pending trademarks and service marks, which is posted on the firm’s intranet under Corporate/Legal/Trademarks and Service Marks of T. Rowe Price Group, Inc. If you have any questions regarding the status of a trademark or service mark, you should contact the Legal Department.

Infringement of Price Group’s Registered Marks . If you notice that another entity is using a mark similar to one that Price Group has registered, you should notify the Legal Department immediately to that appropriate action can be taken to protect Price Group’s interests in the mark.

March, 2008

 

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T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY WITH RESPECT TO

COMPUTER SECURITY AND RELATED ISSUES

PURPOSE OF STATEMENT OF POLICY. The central and critical role of computer systems in our firm’s operations underscores the importance of ensuring the integrity of these systems. The data stored on our firm’s computers, as well as the specialized software programs and systems developed for the firm’s use, are extremely valuable assets and highly confidential.

This Statement of Policy (“ Statement” ) establishes an acceptable use policy for all Price Group Associates and all other individuals with Price Group systems access. Contact Enterprise Security regarding additional or new policy determinations that may be relevant for specific situations and for current policy concerning systems and network security, system development, and new technologies.

The Statement has been designed to:

 

 

prevent the unauthorized use of or access to our firm’s computer Systems as defined below;

 

 

prevent breaches in computer security;

 

 

support a quality Systems user environment;

 

 

maintain the integrity of confidential information;

 

 

protect customer information; and

 

 

prevent the introduction of malicious software into our Systems that could imperil the firm’s operations.

In addition, the Statement describes various issues that arise in connection with the application of United States Copyright Law to computer software.

Any material violation of this Statement may lead to disciplinary sanctions, up to and including dismissal of individuals involved. Additionally, actions in violation of this Statement may constitute a crime under applicable laws.

T. ROWE PRICE SYSTEMS AND INFORMATION. Systems activities and information will be referred to collectively in this Statement as the “Systems.” The Systems include all hardware, software, operating systems, and network resources involved in the business of T. Rowe Price; all information transmitted, received, logged or stored through the Systems including email, voice mail, messaging, and online facsimiles; and all back-ups and records retained for regulatory or other purposes including all portable and fixed storage media and locations for storage.

The Systems also include the use of computer access, data, services and equipment provided by T. Rowe Price including any access to the Internet or via Internet resources (including, but not limited to, email, instant messaging, remote FTP, Telnet, World Wide Web, remote administration, secure shell, and using IP tunneling software to remotely control Internet servers), voice messaging, and email use; access to and use of commercial and specialized software programs and systems licensed or developed for the firm’s use; access to and use of customer and T. Rowe Price business data; use of and data on T. Rowe Price desktop and portable computers, and other mobile devices including

 

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Blackberry devices, PDAs, and cell phones. Use, access, or storage of data on non-T. Rowe Price or personally owned equipment (including but not limited to personally owned or “home” equipment, hotel or business center-supplied devices, and conference supplied or internet café terminals) used for T. Rowe Price business purposes is included in the definition of Systems insofar as the requirements to protect the privacy, integrity and confidentiality of T. Rowe Price or T. Rowe Price customer information is concerned.

Any new device, application or methodology offered by T. Rowe Price subsequent to the date of this version of this Statement, or that comes into common use for business purposes, is also covered under this definition of T. Rowe Price Systems and Information.

UNDERSTANDING REGARDING CONFIDENTIALITY OF SYSTEMS ACTIVITIES AND INFORMATION. Systems activities and information stored on our firm’s computers may be subject to monitoring by firm personnel or others. Any new technologies, whether introduced by Price Group or instigated by the Associate (see the Portable and Personal Computer Equipment and Hardware section below), may also be monitored. All such information, including messages on the firm’s email, voice mail, messaging, and online facsimile systems, are records of the firm and the sole property of the firm. The firm reserves the right to monitor, access, and disclose for any purpose all information, including all messages sent, received, or stored through the Systems.

The use of the firm’s computer systems is intended for the transaction of firm business and is for authorized users only. Associates should limit any personal use. All firm policies apply to the use of the Systems. See the Code of Ethics and Conduct and pertinent Human Resources handbooks and guidelines.

By using the firm’s Systems, you agree to be bound by this Statement and consent to the access to and disclosure of all information, by the firm. You do not have any expectation of privacy in connection with the use of the Systems, or with the transmission, receipt, or storage of information in the Systems. You should be aware that some telephone calls within the firm are made on recorded lines. For example, calls to and from the Corporate Action group are recorded and retained.

Information entered into our firm’s computers but later deleted from the Systems may continue to be maintained permanently on our firm’s back-up tapes or in records retained for regulatory or other purposes. You should take care so that you do not create documents or communications that might later be embarrassing to you or to our firm. This policy applies to all communications on the Systems.

PRIVACY AND PROTECTION OF DATA AND COMPUTER RESOURCES. The protection of firm information and the maintenance of the privacy of corporate and customer data require consistent effort by each individual and involve many aspects of the work environment. Individuals who are users of computer and network resources and those who work within the Systems areas must bear in mind privacy and protection obligations. Therefore, data within the Price Group network should be considered proprietary and confidential and should be protected as such. In addition, particular customer data, or the data of customers of certain business units, may be required to be specifically protected as prescribed by laws or regulatory agency requirements as further described in the Code’s Statement of Policies and Procedures on Privacy. Responsible use of computer access and equipment, including Internet and email use, as described in this Statement of Policy with Respect to Computer Security and Related Issues, is integral to protecting data. In addition, the protection of data privacy must be observed during the design, development, maintenance, storage, handling, access, transfer and disposal phases of computer-related activities.

 

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It is the responsibility of every Associate and other person subject to the Code to protect sensitive and confidential information while in use, while stored or in transit. Confidential information must never be put on or saved to a computer, network drive or storage device that can be accessed by those without authority to access that information. Confidential or sensitive information should not be moved from a secure location to an insecure location for any reason or use.

In addition:

 

   

It is firm policy not to publicize the location of the Owings Mills Technology Center. The goal is to not link this address to the main location of the firm’s computer systems. It is the responsibility of all Associates and all other individuals to protect information about the location of the Technology Center whenever possible. Although there will be situations where using the address is unavoidable, use of the address is generally not necessary. It should not be used on the Internet for any reason, business or personal.

 

   

The @troweprice.com email address should be treated as a business asset. It should not be used for situations not related to immediate business responsibilities. The email addresses of other individuals working at the firm should never be given out without their permission.

SECURITY ADMINISTRATION. Enterprise Security is responsible for identifying security needs and overseeing the maintenance of computer security, including Internet-related security issues.

AUTHORIZED SYSTEMS USERS . In general, access to any type of system is restricted to authorized users who need access in order to support their business activities. All System and application access must be requested on a “Security Access Request” (“ SAR ”) form. The form is available on the Enterprise Security intranet site. Access requests and changes must be approved by the appropriate supervisor or manager in the user’s department or that department’s designated SAR approver where one has been appointed. “Security Access Approvers” are responsible for ensuring that only required access is approved and that access is reduced or removed when no longer needed. “Security Access Approvers” can be held accountable for any access they approve. Non-employees are not permitted to be “Security Access Approvers.”

Managers and supervisors are responsible for notifying Enterprise Security, in a timely manner, that an Associate or non-employee has terminated association with the firm, so that access may be suspended. Managers and supervisors have an obligation to prevent the mis-use or re-use of “User-IDs” of terminated Associates and non-employees. If a non-employee is not currently working on a TRP project for an amount of time – even though he or she is expected to return to that project at a later date – the User-ID should be disabled, although not deleted, until the non-employee returns to the project.

The Enterprise Security department has the authority, at its own discretion, to disable any User- ID or other ID, that appears to be dormant or abandoned, on any platform. Efforts will be made to contact presumed owners of these IDs, but, in the absence of an identifiable owner, IDs may be disabled as part of system or vulnerability management processes.

 

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AUTHORIZED APPLICATION OWNERS . Additional approval may be required from the “Owner” of some applications or data. The Owner is the employee who is responsible for making judgements and decisions on behalf of the firm with regard to the application or data, including the authority to decide who may have access. Secondary approval, when required, is part of the Security Access Request process and access cannot be processed until secondary approval is received.

Where applications or data are especially sensitive, confidential, or involve Nonpublic Customer Information, authorized application owners are also responsible for making judgments as to whether the applications or data should have additional security or approval processes.

USER-IDS, PASSWORDS, AND OTHER SECURITY ISSUES. Once a request for access is approved, a unique User-ID will be assigned the user. Each User-ID has a password that must be kept confidential by the user. For most systems, passwords must be changed on a regular schedule and Enterprise Security has the authority to determine the password policy. Passwords should be of reasonable complexity and uniqueness to prevent easy guessing; employee IDs should not be used as the password and easily deducible personal or family information should not be used for passwords. Passwords should expire on a schedule approved by Enterprise Security unless specific variance has been permitted.

User-IDs and passwords may not be shared with anyone else except under special circumstances and with the prior approval of Enterprise Security. Users can be held accountable for work performed with their User-IDs. Personal computers must not be left logged on and unattended. When leaving a logged-on machine, lock the PC by pressing the <CTRL> <ALT> <DEL>keys and selecting “Lock Computer,” or by setting a screen saver with password protection. Press <CTRL> <ALT> <DEL> and type in your password to unlock. System and application administrators are prohibited from altering security settings to their advantage, for the advantage of someone else, or for any other reason, without appropriate, documented instruction to do so, even though their administrative privileges give them the ability to do so. Pranks, jokes, or other actions that simulate or trigger a system security event such as, but not limited to, a computer virus are prohibited. No one may engage in activities that bypass or compromise the integrity of security features or change security settings locally or on the network.

EXTERNAL COMPUTER SYSTEMS. Our data processing environment includes access to data stored not only on our firm’s computers, but also on external systems, such as DST. Although the security practices governing these outside systems are established by the providers of these external systems, requests for access to such systems should be directed to Enterprise Security. User-IDs and passwords to these systems must be kept confidential by the user.

PORTABLE AND PERSONAL COMPUTER EQUIPMENT AND HARDWARE. Price Group privacy and confidentiality requirements apply no matter how information may be accessed, stored or transmitted. It must be assumed that portable computers and other mobile computer equipment ( e.g., Blackberry devices, flash drives, and cell phones) contain information that is sensitive. Therefore, portable computer equipment should be encrypted if available or, at a minimum, password protected with a frequently changed, non-intuitive password. They should be protected in transit and either kept with the user or maintained securely if not with the user. Sensitive information that is not currently needed should be removed and stored elsewhere. Passwords and SecurId cards/tokens should not be stored with the machine and information about accounts or passwords should not be maintained as a list on the device. In the event of loss or theft, the Enterprise Help Desk should be contacted immediately to review with the individual whether there are any protective actions that need to be taken.

 

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Employees should be aware that many common devices like cell phones and MP3 players have cameras and video capabilities that can store and be used to misappropriate confidential or proprietary information.

Applications, services, or equipment ( e.g ., flash drives, USBs) that connect with or interact with the Price Group network that are not provided or supported by Price Group are prohibited except as provided below for certain personally owned PCs. Damage to the Price Group network, systems, data, or reputation by use of any of these can result in disciplinary action to the individual or individuals involved. Areas of concern include, but are not limited to, introducing a wireless networking connection into the T. Rowe Price network. Violation of this policy is a great potential risk to the T. Rowe Price network and any such unapproved wireless device will be disabled and confiscated.

Wireless access to the network is permitted only in limited circumstances; you must check the current Security Policy available on the intranet to see if the use contemplated is permitted. Where T. Rowe Price-approved or supplied wireless technology is being used for PC’s for external use, such as while traveling, these PCs should only be connected in accordance with the firm’s current wireless policy. (See Enterprise Security’s Wireless Policy on the Enterprise Security intranet site).

Personally owned PCs used with T. Rowe Price approved access may be permitted if all of the conditions of access are followed. Please review the Enterprise Help Desk intranet site for current information.

ACCESS TO THE INTERNET AND OTHER ON-LINE SERVICES. Access to the Internet (including, but not limited to, email, instant messaging, remote FTP, Telnet, World Wide Web, remote administration, secure shell, and using IP tunneling software to remotely control Internet servers) presents special security considerations due to the world-wide nature of the connection and the security weaknesses present in Internet protocols and services. The firm provides authorized individuals with access to Internet email and other Internet services (such as the World Wide Web) through a direct connection from the firm’s network.

Access to the Internet or Internet services from our firm’s computers, including the firm’s email system, is intended for legitimate business purposes; individuals should limit personal use. Internet email access must be requested through Enterprise Security, approved by the individual’s supervisor or an appropriate T. Rowe Price manager, and provided only through firm-approved connections. All firm policies apply to the use of the Internet or Internet services. See the Code and the pertinent Human Resources handbooks and guidelines. In addition to the prohibition on accessing inappropriate sites discussed below, the following policies apply:

 

   

The use of Firm Systems is intended for legitimate business purposes and individuals should limit any personal use.

 

   

You should not use firm’s Systems to create or forward documents or communications that could be offensive to others or embarrassing to you or T. Rowe Price.

 

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You are prohibited from using firm Systems to access or send inappropriate content, including, but not limited to adult or gambling internet sites or programs.

 

   

In the event that you receive an email or other communication with inappropriate content, you should immediately delete such communication and not forward it to others. In the case of harassing or threatening communications, you should provide a copy to Human Resources.

 

   

You may not download anything for installation or storage onto the firm’s computers for personal use including, but not limited to, music, games, or messaging and mail applications.

 

   

You may not use the firm’s Systems or hardware in any way that might pose a business risk or customer data privacy risk, or violate other laws, including U.S. Copyright laws.

 

   

You may not spend excessive time or use excessive network resources for personal purposes.

 

   

You may not engage in activities that bypass or compromise the integrity of network security features like firewalls or virus scanners.

 

   

No Associate, non-employee, or vendor may contract for domain names for use by Price Group or for the benefit of Price Group. Internet domain names are assets of the firm and are purchased and maintained by Enterprise Security.

Please note that many activities other than those mentioned may be prohibited because they pose a risk to the firm or its Systems and Information. Check the current Enterprise Security intranet site and policy for further information or contact Enterprise Security. The following are examples of prohibited activities:

Use of Internet. In accordance with firm policies, individuals are prohibited from accessing inappropriate sites, including, but not limited to, adult and gambling sites. Firm personnel monitor Internet use for visits to inappropriate sites and for inappropriate use. See p. 5-28 for a more detailed discussion of the prohibitions of internet gambling related to security markets.

Accessing one’s home or personal account, any personal email or messaging account, or any account not provided or authorized by T. Rowe Price, is prohibited due to the risk of virus or malicious code bypassing firm protective methods.

Dial-Out Access. Unauthorized modems are not permitted. Dial-out access that circumvents the Internet firewall, proxy server, or authentication mechanisms except by authorized personnel in the business of Price Group is prohibited.

On-line Services, Web-based Email, and Instant Messaging. Certain individuals are given special TRP accounts to bypass the T. Rowe Price network and access commercial on-line service providers or web email for the purpose of testing Price Group systems or products. Otherwise, use of email services not provided by T. Rowe Price is prohibited and use of instant messaging ( “IM” ) facilities for business purposes is restricted to authorized personnel only. Access to external IM must be requested on a SAR form and approval must be obtained from the appropriate supervisor with secondary approval by Legal. Access is

 

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only granted to one of the permitted IM service providers as determined by Legal and the Distributed Processing Support Group (“DPSG”). Instant Message communications are archived if this is required to comply with regulatory requirements. Questions regarding Instant Messaging access should be directed to Enterprise Security.

Participation on Internet Discussion Sites. The internet has made available a variety of services for massive, collaborative public comment and response including bulletin boards, chat rooms, social networking sites, web logs (blogs), pod casting, wikis, video sites, and many other services. Because communications by our firm, or any individuals associated with it, about our firm, its clients or business partners, and its investment services and products, are subject to United States, state, international, and FINRA regulations, independent or unsupervised participation can result in serious securities violations.

Certain designated individuals have been authorized to monitor and respond to inquiries about our firm and its investment services and products or otherwise observe messages on such services. Any individual not within this special group should contact the appropriate supervisor and the Legal Department before engaging in these activities. Generally, an individual must also receive the independent authorization of one member of the Board of T. Rowe Price Investment Services, Inc. before initiating or responding to a message on any of these services, including online bulletin boards, chat services or similar services relating to the firm, a Price Fund or any investment (including publicly traded securities) or Brokerage option or service. This policy applies if the individual contributes to any discussion, whether or not the individual intends to disclose his or her relationship to the firm, whether or not our firm sponsors the discussion service, and whether or not the firm is the principal focus of the venue. Employee should be aware that it is possible for some venue hosts to determine the IP address of anyone observing activity at that site even if the observer is not commenting. If an employee has any questions about the advisability of visiting a specific site from a T. Rowe Price computer, he or she should contact his or her supervisor or the Legal Department.

There are times when collaborative discussion services can facilitate or solve a problem, for example with a systems technical issue or among users of a vendor’s services. With your manager’s knowledge of what will be discussed and his or her approval to communicate in that manner, participation that does not violate the investment industry requirements may be permissible. Even where the content of the discussion is not about the firm, its clients or business partners, or investment services or products, information disclosed could be used to prepare a malicious attack or disclose something the firm does not wish to make public.

Blogs, social networking sites, video sites, online journals and similar services allow an individual to post commentary over time on either a specific topic or general information of interest to the writer. Under the Code, even postings not done on T. Rowe Price Systems could result in discipline, including termination of employment, if the postings make false or defamatory statements about the firm, its employees, its work products, business partners, or clients, violate copyrights, are illegal, disclose trade secrets, or defames or invades the privacy of third parties.

Email Use. Access to the firm’s email system is intended for legitimate business purposes; individuals should limit any personal use. All firm policies apply to the use of email. Firm personnel may monitor email usage for inappropriate use. If you have any questions

 

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regarding what constitutes inappropriate use, you should discuss it first with your supervisor or an appropriate T. Rowe Price manager, who may refer the question to Human Resources. Email services, other than those provided or approved by Price Group, may not be used for business purposes. In addition, accessing web-based email services (such as AOL email or Hotmail) not provided or approved by Price Group from firm equipment for any reason could allow the introduction of viruses or malicious code into the network or lead to the compromise of confidential data and is therefore prohibited.

Not Confidential. Email and Instant Messaging sent through the Internet are not secure and could be intercepted by a third party. Confidential and firm proprietary information should not be included in such communications unless specifically permitted by accepted business procedures. When remote access to the firm’s email system, or external access to firm email, is required, the method provided by T. Rowe Price for secure access should be employed; at the time this version of this Statement was issued, Microsoft Outlook Web Access provides an encrypted mail session so that email is not in the clear over the Internet and is not passing through a non-Price Group email system. Using Microsoft Outlook Web Access or another T. Rowe Price approved solution is the preferred mode of access. If accessing Outlook Web Access email from an insecure machine, be sure to log out and close the browser before leaving the area.

REMOTE ACCESS. The ability to access our firm’s computer Systems and Information from a remote location is limited to authorized users and authorized methods. A security system that is approved by Enterprise Security and that uses a strong authentication method must be employed when accessing our firm’s network from a remote computer. Authorization for remote access can be requested by completing a “Security Access Request” form. Any individual who requires remote access should contact the Price Group Enterprise Help Desk for desktop setup. Telephone numbers used to access our firm’s computer systems are confidential.

Vendors may need remote access to the Price Group network or specific servers for application support, system troubleshooting, or maintenance. The preferred method for vendor access to the Price Group network is via an approved VPN connection with the SecurID card portion of the required two factor authentication being held by someone internally on behalf of the vendor. Other methods of remote access should not be offered or established without prior approval from Enterprise Security. Prior approval from Enterprise Security is not required for vendors accessing non-Price Group equipment that is not connected to the Price Group network.

PROTECTION FROM MALICIOUS CODE. “ Malicious code” is computer code designed to damage or impair software or data on a computer system. Types of carriers and transmission methods increase daily and currently include all portable storage media, file transfers and downloads, executables, some attachments, web-links, and active code over the Web. A comprehensive malicious code prevention and control program is in place throughout Price Group. This program provides policy and procedures for anti-virus and malicious code controls on all systems. More information about the anti-virus/malicious code program can be found on the Help Desk or Enterprise Security intranet sites.

Introducing a virus or similar malicious code into the Price Group Systems by engaging in prohibited actions, such as downloading non-business related software, or by failing to implement recommended precautions, such as updating virus scanning software on remote machines, may lead to sanctions. Opening a file or attachment is at your own risk and presumes you have knowledge of the safety of the contents.

 

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In summary:

 

   

No one should endeavor to, or assist another to, introduce into the Price Group environment for any reason anything identified as a virus by a scanner used by Price Group for any reason.

 

   

No one may disable or subvert virus scanning or a similar protective technology for any reason, including allowing something to be received or downloaded onto a Price Group asset or system or in an effort to speed up or optimize processing.

 

   

No one should endeavor to, or assist another to, create an unauthorized or foreign connection to the network in any matter.

 

   

Failing to protect Price Group systems and assets is against policy; an example of this is failing to maintain updated scanning files.

 

   

At all times, receipt of files, execution of attachments, etc. is at the user’s own risk and depends on the user’s awareness of the risks and his or her evaluation of the legitimacy and safety of what is being opened.

Virus Scanning Software. As part of the Price Group malicious code program, virus scanning software is installed and configured to detect and eradicate malicious code. All desktop computers have the corporate standard anti-virus scanning software installed and running. Virus scanning software updates are automatically distributed to the desktops as they become available. Desktop virus scanning software can also be used by the employee to scan diskettes, CDs, directories, and attachments “on demand.” Altering or disabling this desktop scanning software is prohibited. Contact the Price Group Enterprise Help Desk for assistance.

Email. An email malicious code/anti-virus gateway scans the content of inbound and outbound email for viruses. Infected email and attachments will be cleaned when possible and quarantined when not able to be cleaned. Updating of the email gateway anti-virus software and pattern files is done automatically.

Certain potentially harmful file types of email attachments are permanently blocked at the email gateway and in Outlook. Transmission of these file types poses a risk to Price Group’s infrastructure since malicious code is transmitted via these extensions. Additional attachment types, file characteristics, or content, may be blocked on a temporary or permanent basis (possibly without prior notification) as the risk evaluations dictate. Opening any file is at your own risk and presumes you have knowledge of the safety of the contents.

Portable and Remote Computers. Laptops and other computers that remotely access the Price Group network are also required to have the latest anti-virus software and pattern files. It is the responsibility of each user to ensure that his or her portable computer’s anti-virus software is regularly updated and that personal machines remotely connecting to the Price Group network include necessary virus, application and operating system security updates. The Price Group Enterprise Help Desk has instructions available. Contact the Price Group Enterprise Help Desk to obtain further information. Remote machines that do not meet these requirements may be prevented from connecting to the T. Rowe Price network.

 

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Downloading or Copying. The user of a PC with a modem or with an Internet connection has the ability to connect to other computers or on-line services outside of the firm’s network and there may be business reasons to download or copy software from those sources. Downloading or copying software, which includes documents, graphics, programs and other computer-based materials, from any outside source is not permitted unless it is for a necessary and legitimate business purpose because downloads and copies could introduce viruses and malicious code into the Systems.

Use of any peer-to-peer or file-sharing software or web interface, which allows users to search the hard drives of other users for files or access personal computers remotely, is prohibited on the Price Group network and PCs. Downloading, uploading, or copying to removable media, copyrighted materials may violate the rights of the authors of the materials, and the use of, or storage on the Price Group network, of these materials may create a liability, privacy or security breach, or cause embarrassment to the firm.

Other Considerations. Individuals must immediately call the Price Group Enterprise Help Desk when viruses are detected so that it can ensure that appropriate tracking and follow-up take place. Do not forward any virus warning email you receive to other staff until you have contacted the Enterprise Help Desk, since many of these warnings are hoaxes or viruses themselves. When notified that a user has received a virus warning email, the Enterprise Help Desk will contact Enterprise Security, whose personnel will check to determine the validity of the virus warning.

Individuals should not attempt to treat a computer virus or suspected computer virus on a Price Group-owned machine themselves. Immediately contact the Price Group Enterprise Help Desk for assistance; its personnel will determine whether the machine is infected, the severity of the infection, and the appropriate remedial actions.

APPLICATION OF U.S. COPYRIGHT LAW TO SOFTWARE PROGRAMS. Software products and on-line information services purchased for use on Price Group personal computers are generally copyrighted material and may not be reproduced without proper authorization from the software vendor. This includes the software on CDs or diskettes, any program manuals or documentation, and data or software retrievable from on-line information systems. Unauthorized reproduction of such material or information, or downloading or printing such material, violates United States law, and the software vendor can sue to protect the developer’s rights. In addition to criminal penalties such as fines and imprisonment, civil damages can be awarded for actual damages as well as statutory damages, which range from $750 to $30,000 per infringement, plus a potential of $150,000 per infringement for willful infringement. In addition, many other nations have laws in this area. See the T. Rowe Price Group, Inc. Statement of Policy with Respect to Compliance with Copyright and Trademark Laws for more information about this subject.

GUIDELINES FOR USING PERSONAL COMPUTER SOFTWARE

Acquisition and Installation of Software . Only DPSG- approved and installed software is authorized. Any software program that is to be used by Price Group personnel in connection with the business of the firm must be ordered through the Price Group Enterprise Help Desk and installed by DPSG.

 

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DPSG has the authority, at its own discretion, to remove any installed software, downloaded software, or any other application or executable that is not authorized for use by Price Group.

Licensing . Software residing on firm LAN servers will be either: (1) maintained at an appropriate license level for the number of users, or (2) made accessible only for those for whom it is licensed.

Original CDs, Diskettes and Copies . In most cases, software is installed by DPSG and original software CDs and diskettes are not provided to the user. In the event that original CDs or diskettes are provided, they must be stored properly to reduce the possibility of damage or theft. CDs and diskettes should be protected from extreme heat, cold, and contact with anything that may act as a magnet or otherwise damage them. You may not make additional copies of software or software manuals obtained through the firm.

Recommendations, Upgrades, and Enhancements . All recommendations regarding computer hardware and software programs are to be forwarded to the Price Group Help Desk, which will coordinate upgrades and enhancements.

QUESTIONS REGARDING THIS STATEMENT . Any questions regarding this Statement should be directed to Enterprise Security.

March, 2008

 

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T. ROWE PRICE GROUP, INC.

STATEMENT OF POLICY

ON

COMPLIANCE WITH ANTITRUST LAWS

Purpose

To protect the interests of Price Group and its personnel, Price Group has adopted this Statement of Policy on Compliance with Antitrust Laws (“ Statement ”) to:

 

   

Describe the legal principles governing prohibited anticompetitive activity in the conduct of Price Group’s business; and

 

   

Establish guidelines for contacts with other members of the investment management industry to avoid violations of the antitrust laws.

The Basic United States Anticompetitive Activity Prohibition

Section 1 of the United States Sherman Antitrust Act (the “ Act” ) prohibits agreements, understandings, or joint actions between companies that constitute a “restraint of trade ,” i.e., reduce or eliminate competition.

This prohibition is triggered only by an agreement or action among two or more companies; unilateral action never violates the Act. To constitute an illegal agreement, however, an understanding does not need to be formal or written. Comments made in conversations, casual comments at meetings, or even as little as “a knowing wink,” as one case says, may be sufficient to establish an illegal agreement under the Act.

The agreed-upon action must be anticompetitive . Some actions are “ per se ” anticompetitive, while others are judged according to a “ rule of reason.”

 

   

Some activities have been found to be so inherently anticompetitive that a court will not even permit the argument that they have a procompetitive component. Examples of such per se illegal activities are agreements between competitors to fix prices or terms of doing business; to divide up markets in any way, such as exclusive territories; or to jointly boycott a competitor or service provider.

 

   

Other joint agreements or activities will be examined by a court using the rule of reason approach to see if the procompetitive results of the arrangement outweigh the anticompetitive effects. Under certain circumstances, permissible agreements among competitors may include a buyers’ cooperative, or a syndicate of buyers for an initial public offering of securities. The rule of reason analysis requires a detailed inquiry into market power and market conditions.

 

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There is also an exception for joint activity designed to influence government action. Such activity is protected by the First Amendment to the U.S. Constitution. For example, members of an industry may agree to lobby Congress jointly to enact legislation that may be manifestly anticompetitive.

Penalties for Violating the Sherman Act

A charge that the Act has been violated can be brought as a civil or a criminal action. Civil damages can include treble damages, plus attorneys fees. Criminal penalties for individuals can include fines of up to $350,000 and three years in jail, and $10 million or more for corporations.

Situations in Which Antitrust Issues May Arise

To avoid violating the Act, any discussion with other members of the investment management industry regarding which securities to buy or sell and under what circumstances we buy or sell them, or about the manner in which we market our mutual funds and investment and retirement services, must be made with the prohibitions of the Act in mind.

Trade Association Meetings and Activities . A trade association is a group of competitors who join together to share common interests and seek common solutions to common problems. Such associations are at a high risk for anticompetitive activity and are closely scrutinized by regulators. Attorneys for trade associations, such as the Investment Company Institute, are typically present at meetings of members to assist in avoiding violations.

Permissible Activities:

 

   

Discussion of how to make the industry more competitive.

 

   

An exchange of information or ideas that have procompetitive or competitively neutral effects, such as: methods of protecting the health or safety of workers; methods of educating customers and preventing abuses; and information regarding how to design and operate training programs.

 

   

Collective action to petition government entities.

Activities to be Avoided:

 

   

Any discussion or direct exchange of current information about prices, salaries, fees, or terms and conditions of sales. Even if such information is publicly available, problems can arise if the information available to the public is difficult to compile or not as current as that being exchanged.

 

   

Discussion of specific customers, markets, or territories.

 

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Negative discussions of service providers that could give rise to an inference of a joint refusal to deal with the provider (a “ boycott ”).

Investment-Related Discussions

Permissible Activities : Buyers or sellers with a common economic interest may join together to facilitate securities transactions that might otherwise not occur, such as the formation of a syndicate to buy in a private placement or initial public offering of an issuer’s stock, or negotiations among creditors of an insolvent or bankrupt company.

Competing investment managers are permitted to serve on creditors committees together and engage in other similar activities in connection with bankruptcies and other judicial proceedings.

Activities to be Avoided : It is important to avoid anything that suggests involvement with any other firm in any threats to “boycott” or “blackball” new offerings, including making any ambiguous statement that, taken out of context, might be misunderstood to imply such joint action. Avoid careless or unguarded comments that a hostile or suspicious listener might interpret as suggesting prohibited coordinated behavior between Price Group and any other potential buyer.

Example : After an Illinois municipal bond default where the state legislature retroactively abrogated some of the bondholders’ rights, several investment management complexes organized to protest the state’s action. In doing so, there was arguably an implied threat that members of the group would boycott future Illinois municipal bond offerings. Such a boycott would be a violation of the Act. The investment management firms’ action led to an 18-month United States Department of Justice investigation. Although the investigation did not lead to any legal action, it was extremely expensive and time consuming for the firms and individual managers involved.

If you are present when anyone outside of Price Group suggests that two or more investors with a grievance against an issuer coordinate future purchasing decisions, you should immediately reject any such suggestion. As soon as possible thereafter, you should notify the Legal Department, which will take whatever further steps are necessary.

Benchmarking . Benchmarking is the process of measuring and comparing an organization’s processes, products and services to those of industry leaders for the purpose of adopting innovative practices for improvement.

 

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Because benchmarking usually involves the direct exchange of information with competitors, it is particularly subject to the risk of violating the antitrust laws.

 

   

The list of issues that may and should not be discussed in the context of a trade association also applies in the benchmarking process.

 

   

All proposed benchmarking agreements must be reviewed by the Legal Department before the firm agrees to participate in such a survey.

International Requirements. The United Kingdom and the European Union (“E.U.”) have requirements based on principles similar to those of United States law. In many cases, the laws of the E.U. are stricter than the laws of the United States. If you have specific questions about United Kingdom or E.U. requirements, you should contact the Legal Department.

March, 2008

 

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T. ROWE PRICE GROUP, INC. STATEMENT OF POLICIES AND

PROCEDURES ON PRIVACY

INTRODUCTION

This Statement of Policies and Procedures on Privacy (“ Privacy Statement ”) applies to T. Rowe Price Group, Inc. and its subsidiaries and affiliates (collectively “ T. Rowe Price ”), including its international operations. It is T. Rowe Price’s policy to:

 

   

Treat our customers’ personal and financial information (“ Nonpublic Customer Information ”) as confidential;

 

   

Protect Nonpublic Customer Information;

 

   

Not share this information with third parties unless in connection with processing customer transactions, servicing accounts, or as otherwise permitted by law; and

 

   

Comply with applicable federal, state, and international privacy laws and regulations.

In the United States, the primary federal law governing customer privacy is Title V of the Gramm-Leach-Bliley Act, 15 U.S.C. 6801 et seq. (“ Privacy Act ”). The Securities and Exchange Commission (“ SEC ”), federal banking regulators, and others have issued regulations under the Privacy Act ( e.g. , the SEC’s Regulation S-P). For purposes of this Privacy Statement and unless otherwise specified, the term “ customer ” generally refers to individuals or entities who are current or former customers of TRP, both directly and indirectly such as those who have accounts or services established through the retail, retirement plan, separate account/institutional, broker/dealer, or Investment Counsel Group areas.

While the Privacy Act and related regulations in the privacy area apply generally only to direct customer relationships with individuals ( i.e., natural person customers) as opposed to direct customer relationships with entities or indirect relationships such as with retirement plan participants, TRP also protects and safeguards such relationships in a substantially similar manner. In the institutional arena, the contracts TRP has entered into with customers frequently contain provisions relating to the duty to keep customer information confidential and/or limiting the use of customer information. Finally, the personal and financial information of employees retained on a full-time or part-time basis, and of independent contractors and temporary workers are protected and safeguarded in a substantially similar manner as described above.

 

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Nonpublic Customer Information comprises virtually all the information that a customer supplies to TRP and the information that TRP otherwise obtains or generates in connection with providing financial products or services to that customer. Accordingly, Nonpublic Customer Information would include personally-identifiable account balance, holdings and transactional history, as well as the existence of the customer relationship itself ( e.g., customer lists) and the contents of an account application ( e.g., a person’s name in combination with taxpayer identification number or beneficiary information). 1

The privacy policy for the firm’s international business is posted on the TRP Global website ( www.trowepriceglobal.com) . Internationally based subsidiaries and affiliates must comply with the U.K. Data Protection Act as it applies to their activities. The U.K. Data Protection Act and other international privacy regulation are beyond the scope of this Privacy Statement and for business conducted internationally, Associates should be aware of the applicable privacy regulations in the foreign jurisdiction where the business is conducted. If you have any questions in this area, please contact the TRP International Compliance Team.

INITIAL AND ANNUAL PRIVACY NOTICES

Certain regulated T. Rowe Price companies offer financial products and services directly to individuals and, consequently, are required to develop and deliver a privacy notice under the Privacy Act and related regulations.

As a means of complying with these requirements, the firm has adopted a written “ Privacy Policy ,” which is provided to such customers as required. The Privacy Policy is included with or accompanies applicable account application or other material delivered to prospective customers. The Privacy Policy is sent annually to such customers ( e.g. , typically with first quarter statements for retail mutual fund customers). A copy of the Privacy Policy is located on TRP’s Internet site under the link to “Privacy Policy.” The contents of the Privacy Policy are contained under the sub-heading of “General Privacy Policy,” and it is followed by information concerning additional online privacy practices. Questions from customers concerning the Privacy Policy should be referred to the Legal Department.

The Legal Department is responsible for identifying any amendments that are required to be made to the Privacy Policy and must approve non-required amendments. Generally, Retail Operations is responsible for the distribution of the Privacy Policy to prospective customers and the annual distribution of the Privacy Policy to Price Fund shareholders, Brokerage customers, annuity customers, and other retail customers. Other business units ( e.g., Investment Counsel Group) not covered by Retail Operations will be notified by the Legal Department of any obligations to deliver the Privacy Policy to their respective customers.

 

1

Nonpublic Customer Information refers generally to information that can be linked to a specific customer or individual as opposed to data that is not specifically linked. For example, a listing of trades done for a particular customer or group of customers, without any indication of the customer(s) at issue, is generally not considered to be “Nonpublic Customer Information” in and of itself because it is not linked to an identified customer. Nevertheless, even for aggregate data, there may be corporate business reasons for safeguarding such information.

 

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EDUCATION ABOUT PRIVACY AND ASSOCIATE RESPONSIBILITY

Every Associate should be aware of this Privacy Statement and any privacy policies and procedures applicable to their business unit (collectively “ Privacy Policies ”), and every Associate bears responsibility to protect Nonpublic Customer Information.

Managers and supervisors shall ensure that the Privacy Policies are reviewed with all new Associates at T. Rowe Price. Particular attention should be given to any temporary or part-time workers and consultants to ensure that they are educated to the critical importance of protecting confidential information. Additionally, if such temporary worker is being retained independent of the on-site temporary agencies utilized by Human Resources, the supervisor must contact the Legal Department to verify that there are adequate contractual safeguards relative to privacy and confidentiality. Managers and supervisors also shall ensure that revisions to Privacy Policies are communicated to applicable Associates as an integral part of the continuing education of such Associates

Violations of Privacy Policies may constitute grounds for disciplinary action, including fines and dismissal from employment.

METHODS BY WHICH T. ROWE PRICE PRESERVES CONFIDENTIALITY

Each Business Unit Head has responsibility with respect to his or her business unit to establish procedures whereby the confidentiality of Nonpublic Customer Information is preserved. Such procedures should address access to and safeguards for Nonpublic Customer Information based upon the business unit’s operations, access to, and handling of such information as it exists in both hardcopy and electronic formats. The procedures should address safeguards relating to administrative, technical, and physical access to and distribution of Nonpublic Customer Information.

Access to Information

Managers and supervisors are responsible for limiting access to Nonpublic Customer Information to those Associates who require access to such information to support their respective job functions. Situations where excessive or inappropriate access to or exposure of Nonpublic Customer Information are identified requires prompt remediation.

Computer Access

Business unit managers and supervisors are responsible for making judgments and decisions with regard to the use of Nonpublic Customer Information, including decisions as to who shall have computer access to such information.

 

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In general, managers and supervisors shall instruct Enterprise Security to grant access to any system that maintains Nonpublic Customer Information to Associates who require access to support their respective job functions. System access, or changes to such access, shall be submitted in the format directed by Enterprise Security and authorized by the appropriate business unit manager or supervisor. Managers and supervisors also are responsible for timely notification to Enterprise Security when an employee or consultant has left the firm so that access may be terminated. This is especially important for temporary employees who are contracted independent of Human Resources and/or one of the on-site temporary agencies.

New Business and Systems Development

All new business and systems application development that relates to or affects Nonpublic Customer Information must be developed and reviewed with consideration to the firm’s Privacy Statement. Individuals at T. Rowe Price working on systems and processes dealing with Nonpublic Customer Information must evaluate the potential risks for breach of the confidentiality of Nonpublic Customer Information and implement safeguards that will provide reasonable protection of the privacy of such information consistent with the risks identified. Please refer to the Statement of Policy with Respect to Computer Security and Related Issues in this Code for additional information on system requirements related to the protection of Nonpublic Customer Information.

Safeguarding Nonpublic Customer Information

To safeguard the interests of our customers and to respect the confidentiality of Nonpublic Customer Information, all individuals at T. Rowe Price shall take the following precautions:

 

   

Do not discuss Nonpublic Customer Information in public places such as elevators, hallways, lunchrooms, or social gatherings;

 

   

To the extent practical, access to particularly sensitive areas of the firm where Nonpublic Customer Information could be observed or overheard readily shall be provided only to Associates with a business need for being in the area;

 

   

Avoid using speaker phones in areas where or at times when unauthorized persons may overhear conversations;

 

   

Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects, or use aggregate data that is not personally identifiable to any customer;

 

   

Exercise care to avoid placing documents with Nonpublic Customer Information in areas where they may be read by unauthorized persons and store such documents in secure locations when they are not in use (particular attention should be directed to securing the information outside of normal business hours to prevent misappropriation of the information);

 

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Destroy copies of confidential documents no longer needed by using the secure recycling bins;

 

   

Lock the computer at your work-station when not in use;

 

   

Protect customer information by not including Nonpublic Customer Information within the body of any unencrypted email. In lieu of sending email attachments to clients or other authorized third parties with Nonpublic Customer Information, consideration should be given to more secure methods that may be available such as the client or authorized third party logging in to a secure web session for data retrieval. To the extent email attachments are sent, consideration should be made to password protecting the attachment or using email services that encrypt the message and attachments while in transit; and

 

   

Sample calls or screens must be edited in advance to delete any confidential information when a prospect or consultant wishes to listen in on calls to gauge our level of service. Sample data cannot be linked to a specifically identified customer.

From time to time, Associates at T. Rowe Price may bring Nonpublic Customer Information outside of firm facilities as needed during business trips, meetings, or for work at home (whether in hard-copy or electronically). Associates are responsible for taking care to safeguard such materials and may not leave them unattended or otherwise in an unsecured situation.

Additionally, T. Rowe Price Enterprise Security maintains policies and procedures to help safeguard Nonpublic Customer Information. For example, the Enterprise Security department monitors the firewalls deployed for locations where an outside network connects to the T. Rowe Price network. Such monitoring includes daily and real-time alerts and periodic testing of the security rules using automated tools and manual processes. Please refer to the Statement of Policy with Respect to Computer Security and Related Issues in this Code for additional information.

Record Retention

TRP is required to produce, maintain and retain various records, documents, and other written (including electronic) communications pursuant to various federal and state laws and regulations, and all Associates at T. Rowe Price are responsible for adhering to the firm’s record maintenance and retention policies.

Destruction of Records

All Associates at T. Rowe Price must use care in disposing of any Nonpublic Customer Information. Confidential paper records should be discarded using the secure recycling bins. T. Rowe Price Report Services should be contacted for instructions regarding proper disposal when a significant quantity of material is involved.

 

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The firm has set up procedures so that electronic data stored on physical equipment issued by the firm, such as computer hard drives, Blackberry devices and PDAs, are destroyed based upon internal protocols. For example, computer hard drives are erased according to federally suggested guidelines prior to re-deployment or conveyance to a third party. Non-functional hard drives are physically destroyed, rendering them useless. Tapes failing media validation routines are physically destroyed by a specialist third party organization that provides certification of destruction back to T. Rowe Price. Tapes that will be re-used are wiped of all data prior to re-use.

Data files stored on file servers are subject to standardized back-up and recovery cycles. Retention of individual files is determined by the owner of the data and also can vary depending upon the nature of the data and its regulatory requirements. For example, certain categories of emails are subject to specific regulation regarding retention and destruction and protocols designed to adhere to these standards have been implemented firm-wide. Otherwise, the contents of email inboxes are destroyed after a specified period of time.

DEALINGS WITH THIRD PARTIES

Generally, T. Rowe Price will not disclose Nonpublic Customer Information to unaffiliated third parties unless in connection with processing a transaction, servicing an account, or as otherwise permitted by law. TRP also is permitted to provide information to others as the customer has specifically directed, such as to the customer’s accountants or consultants. Associates will consult with managers or supervisors for any proposed disclosure which does not fall into one of the above categories. Questions will be elevated to the Legal Department as needed. Associates will not divulge any Nonpublic Customer Information or the existence of customer relationships to anyone outside of the firm, including disclosing to members of Associates’ families or friends, except as noted above to process a transaction, service an account, or as otherwise permitted by law. For example, Associates shall not supply a third party with anything showing actual customer information for the purpose of providing a “sample” ( e.g., for software testing or problem resolution) without explicit approval from the Legal Department.

At times, in an effort to obtain confidential information, third parties will assert that they are entitled to certain information pursuant to a subpoena or some other legal process or authority. Because there can be various issues that may affect the validity of such demands, no records or information concerning customers shall be disclosed unless specifically directed by the Legal Department. Any such demands for information should be promptly referred to the Legal Department.

 

9-6


RETENTION OF THIRD PARTY ORGANIZATIONS BY TRP

T. Rowe Price may on occasion use third party organizations (“ Third Parties ”) to provide support services to the firm ( e.g., consultants, systems vendors). Whenever T. Rowe Price hires Third Parties to provide support services, Nonpublic Customer Information may be provided to the third parties only for the purposes for which they are retained. Therefore, it is important that in retaining such third parties, T. Rowe Price has contractual representations from each Third Party that preserves the confidentiality of Nonpublic Customer Information and, where deemed appropriate, enables T. Rowe Price to verify compliance with contractual representations. Accordingly, no Third Parties shall be retained to deal with or have access to Nonpublic Customer Information unless the Legal Department has determined that there are adequate contractual provisions in place. All non-standard contracts relating to the use of Nonpublic Customer Information should be submitted to the Legal Department for review; a standard Nondisclosure Agreement may also be used if approved by the Legal Department.

POTENTIAL RELEASE OF NONPUBLIC CUSTOMER INFORMATION

When there has or may have been a release of Nonpublic Customer Information to anyone not authorized to receive such information or when Nonpublic Customer Information is missing, it is important that the incident be reported and investigated promptly. T. Rowe Price has implemented a centralized reporting and escalation process ( e.g. , reporting to supervisor and specified Help Desk area), particularly for areas that routinely handle Nonpublic Customer Information. The process is designed to investigate reported incidents efficiently, recommend improvements to reduce future errors, and to communicate with customers where appropriate under the firm’s business practices or where required by law. T. Rowe Price Operations and several other areas have implemented this process and their Associates are subject to its reporting protocols.

To the extent that an Associate’s business unit has not adopted the centralized reporting process, the Associate shall follow the business unit’s procedures for reporting, which may include promptly reporting the incident to his or her supervisor, who in turn would notify the respective Business Unit Head and the Director of Compliance of T. Rowe Price Group, Inc. or member of the Legal Department. Generally, the Business Unit Head would investigate (or supervise the investigation of) the matter and, in consultation with the Legal Department, would instruct T. Rowe Price personnel on what actions, if any, should be taken to remedy any breach of T. Rowe Price Privacy Policies, including any customer communications.

March, 2008

 

9-7

Exhibit (p)(21)(vi)

M ARSICO C APITAL M ANAGEMENT , LLC

T HE M ARSICO I NVESTMENT F UND

C ODE OF E THICS

 

A.

   Introduction and Overview    2

B.

   Key Definitions    3

C.

   Persons Covered by the Code    4

D.

   Summary of General Conduct Guidelines for Personal Investments    5

D.1.

   Prohibited and Permitted Transactions in Restricted-Reportable Investments    6

D.2.

   Permitted Transactions in Other Investments    8

D.3.

   Sale Transactions Requiring Pre-Clearance    9

D.4.

   Special Transactions Requiring Pre-Clearance of Purchase or Sale    10

E.1.

   Reporting Obligations    12

E.2.

   Review of Reports and Other Documents    15

F.

   Violations of the Code    15

G.

   Protection of Material, Non-Public Information    16

H.1.

   Miscellaneous Issues Concerning Board Service, Gifts, and Limited Offerings    16

H.2.

   Recordkeeping Requirements    17

H.3.

   Board Approval and Annual Review Requirements    18

I.

   Definitions of Certain Terms    19

J.

   Adoption and Effective Date    21

 

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A. Introduction and Overview

This is the Code of Ethics (“Code”) of Marsico Capital Management, LLC (“MCM”) and The Marsico Investment Fund (the “Funds”) (together, “Marsico”). The Code imposes stringent restrictions on personal investing and on other business activities and gifts to help ensure that our professional and personal conduct preserves Marsico’s reputation for high standards of ethics and integrity.

The Code applies to Employees and other Covered Persons identified in Section B below. As used in the Code, terms such as “you,” “your” “we,” and “our” may refer to Employees alone or to Covered Persons generally (including Employees and related persons as defined in Section B.1.), depending on the context. Please ask the Compliance Department if you have any questions. It is your responsibility to become familiar with the Code and comply with it as a condition of your employment. Violations will be taken seriously and may result in sanctions including termination of employment.

The Code’s restrictions reflect fiduciary duties and other duties that we owe to clients (including the Marsico Funds and their shareholders), such as:

 

   

The duty to place the interests of clients first and avoid abuses of their trust

 

   

Treat clients with care, loyalty, honesty, and good faith

 

   

Treat clients equitably and avoid favoritism

 

   

Don’t place own interests ahead of clients

 

   

Don’t take an investment opportunity that belongs to clients

 

   

The duty to avoid (or manage, minimize, or disclose) material conflicts of interest

 

   

Stringent restrictions on personal investing help to maintain focus on client interests and minimize investment-related conflicts of interest

 

   

Restrict outside business activities to minimize other conflicts of interest

 

   

Seek to disclose material conflicts of interest that cannot be avoided

 

   

The duty not to take inappropriate advantage of position

 

   

Avoid extravagant gifts or entertainment from service providers or clients to minimize questions about reasons for working with them

 

   

The duty to comply with securities laws

 

   

Don’t defraud or mislead clients through misstatements or failures to state material facts

 

   

Don’t engage in practices that may constitute fraud or deceit upon clients

Because regulations and industry standards can change, Marsico reserves the right to amend any part of the Code. Marsico also may grant exemptions when necessary if no harm to clients is expected to result and the exemption is documented by the Compliance Department.

 

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No code of ethics can anticipate every situation. Even if no specific Code provision applies, please abide by the general duties and other principles of the Code outlined above. If you have any questions about the Code or whether certain matters may be covered by it, please contact the Compliance Department or the Legal Department.

 

B. Key Definitions

A few key capitalized terms in the Code are defined here. Other terms are defined in Section I later in the Code.

1. Covered Person – means all persons subject to any Code requirements, including all Employees; their immediate family members by blood or marriage living in an Employee’s household; any relative or non-relative who shares significant financial arrangements with an Employee (as may be reflected in, without limitation, a joint checking account or investment account); and any other Access Person as defined in Section I.

Among other Code requirements extending to all Covered Persons, Employees must report certain accounts and transactions for themselves and related Covered Persons, including:

 

   

Any account in which a Covered Person has a direct or indirect Beneficial Ownership interest, and trades in such accounts, unless Compliance determines otherwise.

 

   

Any other account over which a Covered Person has direct or indirect influence or control (generally including an account in which a person has a direct or indirect material interest in the outcome of trades in the account), and trades in such accounts, unless Compliance determines otherwise.

2. Covered Security – means all securities and similar investments subject to the Code, including any stock, bond, or other instrument that is considered a “security” under the Investment Company Act or futures or options based on such securities (including any interests in private investment funds, hedge funds, and all kinds of limited partnerships), but not including certain securities listed in c. below. Covered Securities are generally categorized as follows:

a. Restricted-Reportable Investments – means those investments that a Covered Person generally may not purchase or sell short, must pre-clear any sales or exchanges of, and must report any holdings of and transactions in. Restricted-Reportable Investments include the following:

 

   

Shares of publicly traded common stock or preferred stock

 

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Corporate bonds

 

   

Closed-end funds

 

   

Exchange-traded funds (“ETFs”) or exchange-traded notes (“ETNs”) or similar products that are linked to securities indices, sectors/industries, or commodities (sales of ETFs or ETNs do not require pre-clearance)

 

   

Futures, options, or other derivatives based directly on particular Restricted-Reportable Investments

 

   

Shares of funds sub-advised by Marsico (“MCM Sub-Advised Funds”)

The Marsico Funds are also considered Restricted-Reportable Investments for purposes of this Code, although they can be purchased without limit through UMB Fund Services (“UMB”) or through MCM’s 401(k) plan (“Great-West”). Sales of Marsico Fund shares must be pre-cleared.

b. Reportable Investments – means those investments that a Covered Person generally can purchase, hold, exchange, sell, or sell short without pre-clearance, but for which transactions must be reported. Reportable Investments include the following:

 

   

Municipal securities, including bonds or notes and investments in state 529 plans

 

   

Futures, options, or other derivatives based directly on particular Reportable Investments but not on Restricted-Reportable Investments

c. The following are NOT considered Covered Securities, and therefore transactions in them are not restricted or reportable under the Code:

 

   

Direct obligations of the U.S. government (e.g. Treasury securities)

 

   

Bankers’ acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements

 

   

Shares issued by money market funds

 

   

Shares of other open-end mutual funds, except ETFs and shares of the Marsico Funds or MCM Sub-advised Funds (which are Restricted-Reportable Investments)

 

   

Investments that are not securities, such as commodities, foreign currencies, futures, options, or other derivatives (if not based directly on particular Restricted-Reportable Investments)

 

C. Persons Covered by the Code

Certain requirements and restrictions of the Code apply to Employees alone, while others apply to all Covered Persons generally (including Employees and related persons as defined in Section B.1.), depending on the context. Please ask the Compliance Department if you have any questions.

 

4


Trustees of the Funds

Trustees of the Funds, as Employees, are subject to the Code, but special rules apply to Trustees who are not “interested persons” of the Funds. As Marsico Employees, these disinterested Trustees are subject to the Code generally, but are not subject to the investment restrictions or reporting requirements in Sections D.1, D.2, D.3, or E.1 applicable to a transaction in a Covered Security, unless the disinterested Trustee knew or should have known, in the ordinary course of fulfilling his or her official duties as a Fund trustee, that during the 15-day period immediately before or after the Trustee’s transaction in a Covered Security, Marsico purchased or sold that security for a Fund, or considered the purchase or sale of that security.

A special provision of the Code applies to any Trustee who is an officer or director of an operating company, if the company’s securities are held by a Fund, or are under consideration for purchase or sale by the Fund (as summarized in Section G below).

 

D. Summary of General Conduct Guidelines for Personal Investments

Specific Limitations on Personal Investing: The Code generally prohibits all Covered Persons from purchasing Restricted-Reportable Investments, but permits us otherwise to hold, acquire, or sell these and other types of investments in certain circumstances. Details are described in Sections D.1, D.2, D.3, and Section E below.

Other Conduct Guidelines for Personal Investing: In addition, SEC rules impose certain general conduct guidelines that apply to our personal investments that are permitted by the Code:

 

1. A Covered Person may not acquire an interest in a Limited Offering or in an Initial Public Offering without the prior written approval of MCM.

 

2. With respect to the Marsico Funds, you may not, in connection with your acquisition or sale of any Security Held or to be Acquired by a Fund or any Security issued by the Fund:

(a) Employ any device, scheme, or artifice to defraud the Fund;

(b) Make to the Fund any untrue statement of a material fact, or omit to state to the Fund a material fact necessary in order to make the statements made not misleading, in light of the circumstances under which the statements are made;

(c) Engage in any act, practice, or course of business that would operate as a fraud or deceit upon any Fund; or

(d) Engage in any manipulative practice with respect to the Fund.

 

5


Here are a few examples of conduct you must avoid under the conduct guidelines:

 

   

Causing a Fund to invest (or not invest) in a security to achieve a personal benefit for you rather than benefit the Fund

 

   

Causing a Fund to buy a security to support or drive up the value of your own investment in the security

 

   

Causing a Fund not to sell a security to protect your own investment

 

   

Exploiting knowledge of Fund transactions to profit from their market effects

 

   

Selling a security for your own account based on the knowledge that the Fund is about to sell the same security

 

D.1. Prohibited and Permitted Transactions in Restricted-Reportable Investments

a. Prohibitions on purchasing/selling short Restricted-Reportable Investments. Restricted-Reportable Investments may be securities we may buy or sell for clients. To minimize potential conflicts of interest, Marsico has decided to prohibit all Covered Persons from purchasing or selling short any Restricted-Reportable Investments (other than Marsico Fund shares) except in limited cases. Thus, unless otherwise permitted, you may not purchase or sell short any:

 

   

Shares of publicly traded common stock or preferred stock

 

   

Corporate bonds

 

   

Closed-end funds

 

   

Exchange-traded funds (“ETFs”) or exchange-traded notes (“ETNs”) or similar products that are linked to securities indices, sectors/industries, or commodities

 

   

Futures, options, or other derivatives based directly on particular Restricted-Reportable Investments

 

   

Shares of MCM Sub-Advised Funds

b. Holding previously acquired Restricted-Reportable Investments. Despite restrictions on purchasing these securities, you may hold Restricted-Reportable Investments purchased before you joined Marsico (except for shares of MCM Sub-Advised Funds, as discussed in e. below) and you may hold ETFs and/or ETNs purchased prior to 9/1/08.

c. Sales or Exchanges of Restricted-Reportable Investments. You may sell a Restricted-Reportable Investment if you comply with the sale pre-approval requirements (“pre-clearance”) in Section D.3. (sales of ETFs or ETNs do not require pre-clearance).

d. Exemptions for acquisitions of Restricted-Reportable Investments involving limited discretion. Despite general restrictions on purchasing these

 

6


securities, you may otherwise acquire and hold certain Restricted-Reportable Investments through certain transactions involving limited discretion, subject to conduct guidelines in Section D and security and account reporting requirements in Section E.1. In particular, you may acquire Restricted-Reportable Investments through:

 

   

Dividend reinvestment plans (if you previously owned Restricted-Reportable Investments and elected to participate in such a plan, and you do not make discretionary additional purchases)

 

   

The receipt or exercise of rights, warrants, or other securities granted to a company’s existing shareholders or to its current or former employees (such as the receipt of securities of a spin-off of an existing company, or the exercise of warrants or rights to buy tracking stock or additional securities)

 

   

The receipt of stock through stock dividends, stock splits, mergers, spinoffs, or other corporate events that are generally applicable to all existing holders of the same class of securities. MCM hereby grants prior approval to acquire an interest in an Initial Public Offering if the securities acquired are issued to existing shareholders pursuant to this paragraph. Please note that any sale of Restricted-Reportable Investments obtained through these means must meet the sale pre-clearance and other requirements described in Section D.3.

 

   

Non-volitional Transactions. You may buy or sell Restricted-Reportable Investments through non-volitional transactions you generally don’t control (such as when an issuer whose securities you already own issues new securities to you or calls a security, a derivative instrument expires, or you receive a gift from someone outside your control). If you acquire Restricted-Reportable Investments through a non-volitional transaction, but can control their sale, the sale must meet the sale pre-clearance and other requirements described in Section D.3.

e. Holding of shares of MCM Sub-Advised Fund. You may not hold shares of an MCM Sub-advised Fund for a substantial time after you join Marsico. Covered Persons who purchased MCM Sub-advised Fund shares prior to their employment with Marsico should sell those shares within 60 days of joining Marsico. A pre-clearance is not required in this circumstance.

f. Purchases/Holding/Sales of Marsico Fund Shares. Covered Persons may invest in Marsico Fund shares subject to the following restrictions:

 

   

Marsico Fund shares may only be purchased through UMB or Great-West. Marsico Fund shares may not be purchased through brokers or other channels.

 

7


   

If you acquired Marsico Fund shares through brokers or other channels other than UMB or Great-West before you became an Employee, you must initiate a transfer of the shares to UMB or Great-West, or sell the shares within 60 days of joining Marsico

 

   

You must hold all Marsico Fund shares for at least 30 days after you purchase them. Waivers may be granted in cases of death, disability, or other special circumstances approved by the Compliance Department (such as for automatic investment or systematic withdrawal programs). Sanctions may be imposed for a violation up to and including disgorgement of any profit on a sale. The Compliance Department’s determination regarding any sanction will be final

Marsico Fund shares are subject to sale pre-clearance and reporting requirements discussed in Section D.3, subject to certain exceptions:

 

   

You may borrow against your MCM 401(k) Plan account with Great-West, even though such a borrowing may involve an effective sale of some or all Marsico Fund shares held in the account, without pre-clearing the sale.

 

D.2. Permitted Transactions in Other Investments

As a Covered Person, you may freely, without pre-clearance, purchase, hold, exchange, sell, or sell short Reportable Investments, or investments that are not Covered Securities. These transactions must still comply with Section D and reporting requirements in Section E.1.

a. Purchase, holding, or sale of Reportable Investments

You (or your financial adviser, trustee or other person) may, without pre-clearance, buy, hold, exchange, sell, or sell short Reportable Investments, including the following:

 

   

Municipal securities, including bonds or notes and investments in state 529 plans

 

   

Futures, options, or other derivatives, including those based directly on particular Reportable Investments (no exemption applies to instruments based directly on particular Restricted-Reportable Investments)

(REMINDER: You MUST REPORT quarterly any trading activity in the above securities and you MUST REPORT annually your holdings of the above securities)

 

8


b. Purchase, holding, or sale of Investments that are not Covered Securities

You (or your financial adviser, trustee or other person) may, without pre-clearance, buy, hold, exchange, sell, or sell short without restrictions any security or other investment that is not a Covered Security, including the following:

 

   

Direct obligations of the U.S. government (e.g. Treasury securities)

 

   

Bankers’ acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements

 

   

Shares issued by money market funds

 

   

Shares of other open-end mutual funds, except ETFs and shares of the Marsico Funds or MCM Sub-advised Funds (which are Restricted-Reportable Investments)

 

   

Investments that are not securities, such as commodities, foreign currencies, futures, options, or other derivatives (if not based directly on particular Restricted-Reportable Investments)

(REMINDER: You do not need to report activity or holdings of the above securities)

 

D.3. Sale Transactions Requiring Pre-Clearance

As a Covered Person, you may be allowed to sell or exchange a Restricted-Reportable Investment (including Marsico Fund shares or other securities), if you follow pre-clearance and other procedures designed to avoid potential conflicts of interest.

a. Restricted-Reportable Investments (including Marsico Fund Shares). Before a Covered Person sells or exchanges any Restricted-Reportable Investment (including Marsico Fund shares), you must complete and submit a Pre-clearance Form and receive written approval (except that sales of ETFs or ETNs do not require pre-clearance). The persons authorized to pre-clear transactions and sign the form are:

Compliance Analysts or Director of Compliance

Chief Compliance Officer of MCM

Chief Compliance Officer of the Marsico Funds

Once pre-clearance is granted, it is valid only until the close of the next business day and only for the security and amount indicated on the Pre-clearance Form unless discussed with Compliance staff.

Failure to obtain pre-clearance for a sale of any Restricted-Reportable Investment (including Marsico Fund shares) is a breach of Marsico’s rules. A violation by an Employee or a related Covered Person may expose the Employee to sanctions, may require your trade to be canceled, and you may be required to bear any loss. MCM may require any profits from an unauthorized trade to be donated to a charity.

b. Holding Period. As a general principle, Covered Persons should engage in personal securities transactions for investment purposes rather than to generate short-term

 

9


trading profits. Therefore, Covered Persons are generally prohibited from selling a Restricted-Reportable Investment or Marsico Fund shares acquired within the previous 30 days. MCM may waive compliance with this requirement in advance for good cause shown (such as a need to sell investments to buy a home).

c. Blackout Period. You may not sell a Restricted-Reportable Investment for either seven calendar days before, or seven calendar days after, a trade in the same security or an equivalent security for a Fund or other client. This blackout period is intended to ensure that a Covered Person’s securities transactions do not coincide with those of MCM’s clients. Its application before a trade for a client poses difficulties (since it may be impossible to predict whether a security will be traded in the future). Nonetheless, Marsico makes reasonable efforts to apply this period.

If a pre-cleared trade falls within the blackout period, MCM may ask the Covered Person to cancel the transaction if appropriate in the circumstances, or waive compliance with the requirement if there is good cause or under other special circumstances.

 

D.4. Special Transactions Requiring Pre-Clearance of Purchase or Sale.

a. Employment Arrangements. You may buy or sell Restricted-Reportable Investments including options under an employment arrangement, and may exercise or sell any options, if your employer or an affiliate issues the securities or options. MCM’s prior approval is required if an Employee or a household member enters into employment arrangements after the Employee joins MCM (see form of Approval of Investment in Limited Offering). MCM’s prior approval also is required if you thereby acquire an interest in a Limited Offering (see form of Approval of Investment in Limited Offering).

b. Limited Offerings. A Covered Person may not acquire an interest in any Limited Offering (such as an interest in a private company, partnership, limited liability company, private equity fund, venture capital fund, hedge fund, or other unregistered operating company or investment company that invests in securities, real estate, or other assets) unless you obtain MCM’s prior approval (see form of Approval of Investment in Limited Offering). Investments in a hedge fund or other Limited Offering whose assets are invested in publicly-traded shares of stock and other securities like those purchased for MCM clients (except a fund advised by MCM) will generally be subject to conditions similar to those for a Special Account discussed below.

You may sell an interest in a Limited Offering without restrictions (unless you will receive an interest in an Initial Public Offering in return, which requires MCM’s prior approval). Holdings and transactions in a Limited Offering must be reported on Code report forms (subject to exceptions discussed in E.1.d. below).

You need not seek approval for or list additional transactions in a Limited Offering after the initial transaction if the additional transactions do not increase the amount of your investment or ownership interest beyond what was originally approved by MCM. If there are additional investments beyond the amounts approved, the transactions must be reported, and in some circumstances may require a new approval form (see form of Approval of Investment in Limited Offering).

 

10


If a Covered Person acquires a Limited Offering in a private company, either before association with Marsico or through an Exempted Transaction, MCM may have to follow special procedures if it later seeks to purchase securities of the same issuer for clients. The Employee having a Beneficial Ownership interest in the investment may be excluded from decision-making relating to such an investment. If the Employee plays a part in MCM’s consideration of the investment, the Employee’s interest may have to be disclosed to all clients for whom MCM may make the investment, and MCM’s decision to invest must be independently reviewed by other investment personnel with no personal interest in the issuer. MCM may request information from Employees regarding these items, as appropriate.

Pre-approval and reporting requirements may not apply to your ownership of a personal or family company or partnership that does not hold its assets for investment. Shares of a company that holds only family property (such as an airplane, residence, or vacation home), and is not primarily intended as an investment, are exempted because the company is not an investment vehicle. In contrast, if the company holds assets mainly for investment, owns substantial income-producing assets, or offers shares to non-family members, it may be viewed as an investment vehicle, and the exemption may NOT apply.

c. Special Accounts. A financial adviser, trustee, or other person may buy or sell Restricted-Reportable Investments in a managed Special Account for an Employee (or other Covered Person in whose securities the Employee has a Beneficial Ownership interest) only in rare circumstances requiring, among other things that you obtain MCM’s prior approval (see form of Special Account Certification). Approval will require that:

(1) You establish that the financial adviser, trustee, or other person who manages the Special Account has complete control over the account under a written grant of discretion or other formal arrangement, and that you have no direct or indirect influence or control over the Special Account or investment decisions made for it;

(2) You (and any related person) do not disclose to the financial adviser, trustee, or other person who manages the Special Account any action that Marsico may take or has or has not taken, or any consideration by Marsico of any security;

(3) The financial adviser, trustee, or other person who manages the Special Account does not disclose to you any investment decision to be implemented for the Special Account until after the decision has been implemented; and

(4) You complete the form of Special Account Certification (or its equivalent) and any other documents requested by MCM; report the existence of the Special Account in your periodic holdings and transaction reports; and report securities holdings and transactions in the Special Account through account statements or otherwise if requested.

 

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Whether an exemption will be granted for a Special Account will be determined on a case-by-case basis. MCM reserves the rights to impose additional conditions as necessary or appropriate depending on the circumstances, and to revoke the exemption at any time.

d. A Covered Person may not acquire an interest in an Initial Public Offering unless you obtain the prior approval of MCM’s Compliance Department (see form of Approval of Investment in Initial Public Offering), or the purchase occurs through a transaction involving limited discretion. Because IPO securities generally are Restricted-Reportable Investments, sales of such securities also are subject to pre-clearance requirements.

 

E.1. Reporting Obligations

Each Employee must give MCM periodic written reports about the Employee’s securities holdings, transactions, and accounts and those of other Covered Persons related to the Employee as defined in B.1. above. SEC requirements mainly determine these reports and their contents.

Failure to file a timely, accurate, and complete report is a serious breach of the Code and SEC rules. If you are late, or file a report that is misleading or incomplete, you may face sanctions including identification by name to the Funds’ board of directors or MCM management, withholding of salary or bonuses, or termination of employment.

a. Initial Holdings Report: Each Employee must provide an initial complete listing of all accounts and each Covered Security (consisting of Restricted-Reportable Investments and Reportable Investments as defined on pages 3 and 4, including Marsico Fund shares and MCM Sub-advised Fund shares) in which you or related Covered Persons had any direct or indirect Beneficial Ownership as of the date when employment began.

(1) Specifically, within ten days after you begin employment with Marsico, you must submit to Marsico a report that contains:

(a) The name/title and ticker symbol (or CUSIP) of each Covered Security (including all holdings of Marsico Fund shares and of MCM Sub-advised Fund shares).

(b) The number of equity shares held; and the principal amount of the Covered Security as of the date when you began employment with Marsico. You may provide this information in part by referring to attached copies of broker transaction confirmations or account statements that contain accurate, up-to-date information. All information contained in confirmations or account statements attached to the initial holdings report must be current as of a date not more than 45 days prior to the date of your employment.

 

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(c) The name and address of any broker, dealer, bank, or other institution (such as a general partner of a limited partnership, or transfer agent of a company) that maintained any account in which any securities (Covered Securities or not) were held for your or any related Covered Person’s direct or indirect benefit when you began employment with Marsico, the approximate date(s) when those accounts were established, and the account numbers and names of the persons for whom the accounts are held. MCM’s Compliance Department will request duplicate account statements and confirmations from relevant brokers, dealers, banks and other institutions with assistance from the Marsico Employee.

(d) The date that you submitted the report.

b. Quarterly Transaction Report: Each Employee must provide a quarterly report indicating all transactions during the quarter in Covered Securities (this includes Restricted-Reportable Investments and Reportable Investments as defined on pages 3 and 4) in which you or related Covered Persons had any direct or indirect Beneficial Ownership.

(1) Specifically, within thirty days after the end of each calendar quarter, you must submit to Marsico a report that contains:

(a) The date of each transaction (purchases, exchanges, sales), the name/title and ticker symbol (or CUSIP), interest rate and maturity date (if applicable), and the number of equity shares of and the principal amount of each Covered Security involved. Any transactions in an automatic investment plan including a dividend reinvestment plan do not need to be reported. In the event that no reportable transactions occurred during the quarter, the report should be so noted and submitted.

(b) The nature of the transaction ( i.e. , purchase, sale, or other type of acquisition or disposition).

(c) The price at which the transaction was effected.

(d) The name of the broker, dealer, bank, or other institution with or through which the transaction was effected. You may provide this information by referring to attached copies of broker transaction confirmations or account statements that contain accurate, up-to-date information, or by referring to statements or confirmations (or other information) known to have been received by Marsico no later than 30 days after the end of the applicable calendar quarter. You need not report or provide back-up statements regarding transactions in Marsico Fund shares that are held at Great West or UMB. Marsico Compliance department obtains monthly transaction reports from Great West regarding the Marsico 401(k) accounts and from UMB regarding Marsico Fund shares you hold at UMB in accounts that you have identified.

(e) The name and address of any broker, dealer, bank, or other institution (such as a general partner of a limited partnership, or transfer agent of a company) that

 

13


maintained any account in which any securities (Covered Securities or not) were held during the quarter for your or any related Covered Person’s direct or indirect benefit, the account numbers and names of the persons for whom the accounts were held, and the approximate date when each account was established.

(f) A notice of any new account opened for the direct or indirect Beneficial Ownership of the Employee during the past quarter. MCM’s Compliance Department will send a request to relevant institutions to provide duplicate account statements and confirmations of securities transactions to Marsico with assistance from the Employee.

(g) The date that you submitted the report.

c. Annual Holdings Report: Annually, within 45 days after a date specified by the Compliance Department, each Employee must submit to Marsico a report that contains a complete listing of all accounts and of each Covered Security (consisting of Restricted-Reportable Investments and Reportable Investments as defined on pages 3 and 4, including Marsico Fund shares) in which you or related Covered Persons had any direct or indirect Beneficial Ownership as of the date.

(1) Specifically, within 45 days after the specified date, you must submit to Marsico a report that contains:

(a) the name/title and ticker symbol (or CUSIP) of each Covered Security (including all holdings of Marsico Fund shares).

(b) the number of equity shares held.

(c) the principal amount of the Covered Security. You may provide this information in part by referring to attached copies of broker transaction confirmations or account statements that contain accurate, up-to-date information. All information contained in confirmations or account statements attached to the annual holdings report must be current as of the specified date (not more than 45 days prior to the submission date). You need not report or provide back-up statements regarding Marsico Fund shares that are held at Great West or UMB. Regarding Marsico Fund shares, Marsico Compliance department obtains monthly transaction reports from Great West regarding the Marsico 401(k) accounts and from UMB regarding Marsico Fund shares you hold at UMB in accounts that you have identified.

(d) The name and address of any broker, dealer, bank, or other institution (such as a general partner of a limited partnership, or transfer agent of a company) with which you maintained any account in which any securities (Covered Securities or not) were held for your or any related Covered Person’s direct or indirect benefit on the effective date, the account numbers and names of the persons for whom the accounts are held, and the approximate date when each account was established.

 

14


(e) The date that you submitted the report.

(f) Certifications: Initially, annually, and following material amendments, all Employees will be required to certify that they have read and understand the Code and have complied with the requirements of the Code.

d. Exception to requirement to list transactions or holdings: You need not list any securities holdings or transactions in any account over which you had no direct or indirect influence or control, unless requested by MCM. This may apply, for example, to a Special Account. You must still identify the existence of the account in your list of securities accounts.

Marsico may at any time request statements for any account listed on a report to assist in ensuring compliance with the Code. Please ask the Compliance Department or the Legal Department if you have questions about reporting requirements.

 

E.2. Review of Reports and Other Documents

The Compliance Department will review each report submitted pursuant to Section E.1. by Employees for consistency with the Code, and may review account statements or confirmations from institutions that maintain the accounts. To ensure adequate scrutiny, a report concerning a member of the Compliance Department will be reviewed by a different member of the Compliance Department.

 

F. Violations of the Code

All Employees will promptly report any violations of the Code to the Chief Compliance Officer of MCM, the Chief Compliance Officer of the Funds, or a member of the Compliance Department. 1 Reports of violations of the Code may be submitted anonymously. Employees who report violations of the Code or other policies and procedures shall not be subject to any retaliation for their conduct in reporting such violations.

The Compliance Department will promptly investigate any violation or potential violation of the Code, and recommend to the Chief Compliance Officer of MCM or the Chief Compliance Officer of the Funds appropriate action to cure the violation and prevent future violations. The Compliance Department will keep a record of investigations of violations, including actions taken as a result of a violation. If an Employee or a related Covered Person violates the Code, the Employee may be subject to sanctions including identification by name to the Funds’ board of directors or MCM, management, withholding of salary or bonuses, or termination of employment. Violations of the Code also may violate federal or state laws and may be referred to authorities.

 

1

All violations of this Code must periodically be reported to MCM’s Chief Compliance Officer.

 

15


G. Protection of Material, Non-Public Information

MCM maintains comprehensive policies and procedures designed to prevent the misuse of material, non-public information (“Insider Trading Policy”). MCM’s Insider Trading Policy is designed to ensure, among other goals, that MCM personnel act consistently with fiduciary and legal duties owed to clients, and that those personnel do not personally profit from material, non-public information available to them at the expense of clients or other persons to whom duties are owed. MCM’s Insider Trading Policy is also designed to ensure that MCM’s proprietary information, including MCM securities recommendations and client securities holdings, is not disclosed improperly. Every MCM employee is required to read the Insider Trading Policy, to sign and return accompanying acknowledgements, and to retain a copy of the policy in a readily accessible place for reference.

Special Provision for Fund Trustees: This provision is intended to prevent the misuse of material, non-public information when a Trustee also serves as a director or officer of an operating company, if the company’s securities are held by a Fund, or are under consideration for purchase or sale by the Fund. In those circumstances, the Trustee may not discuss the company or the Marsico Funds’ holdings (or contemplated holdings) in the company with any other Marsico Employee. The Trustee also should recuse himself or herself from any Board discussion or presentation regarding the securities of the company. The Trustee and any other Employee may attend a general company meeting or other meeting, at which the Trustee may discuss the company with other members of the Board, the financial community, or securities analysts. Any questions regarding this policy should be discussed with the Chief Compliance Officer of the Funds.

 

H.1. Miscellaneous Issues Concerning Board Service, Gifts, and Limited Offerings

Some conduct that does not involve personal trading may still raise concerns about potential conflicts of interest, and is therefore addressed here.

a. Service on Boards: Employees may not serve on the board of directors or in a similar capacity for any for-profit company or other for-profit organization that is the type of company in which MCM might reasonably consider investing for clients without MCM’s written approval. Approval generally will be granted only if MCM believes that board service is consistent with the best interests of Marsico’s clients. If service on the board or in a similar capacity is authorized, you and MCM may need to follow certain procedures to ensure that you and Marsico do not obtain or misuse confidential information. MCM also may require you to show that any securities you receive from the for-profit company or organization are appropriate compensation.

b. Other Business Activities: Employees should consider their fiduciary responsibilities under the Code when accepting outside employment arrangements or involvement in outside business activities. Any questions should be directed to the Compliance Department or Legal Department.

 

16


c. Gifts/Entertainment: Marsico seeks to work with service providers and clients based primarily on factors such as the quality of services provided, rather than on extraneous considerations such as gifts or relationship aspects not relevant to service quality.

On occasion, Employees may be offered non-cash gifts or entertainment by clients, broker-dealers, other service providers or vendors, or other persons not affiliated with Marsico who may be in a position to do business with Marsico. Employees may not accept cash gifts, or extraordinary or extravagant gifts or entertainment. You may accept gifts of a nominal value ( i.e. , no more than $100 annually from one person) such as food baskets or promotional items such as pens or mugs. For reasons such as to maintain good working relationships and service quality, you may accept invitations to participate in customary business meals and/or other entertainment if both you and the giver are present and the entertainment is not exclusive or extravagant ( e.g. , routine sporting events or theatrical productions that are not premiere events). You may not solicit gifts or entertainment from anyone. Please do not accept gifts or entertainment that could raise any questions or be embarrassing to you or Marsico if made public.

Employees may not give a gift that has a fair market value greater than $100 per year to persons associated with securities or financial organizations, exchanges, broker-dealers, publicly traded companies, commodity firms, news media, or clients of MCM. You may provide reasonable entertainment to these persons if both you and the recipient are present and the entertainment is not exclusive or extravagant. Please do not give gifts or entertainment that could raise any questions or be embarrassing to you or Marsico if made public.

MCM may request information from Employees relating to gifts/entertainment activities. Please ask the Compliance Department or the Legal Department if you have questions about gifts or entertainment.

 

H.2. Recordkeeping Requirements

Marsico or its agents will maintain the following records at their places of business in the manner stated below. These records may be made available to the Securities and Exchange Commission for reasonable periodic, special, or other examinations:

 

 

A copy of the Code that is in effect, and any Code that was in effect at any time within the past five years (maintained in an easily accessible place);

 

 

A record of any violation of the Code, and of any action taken as a result of the violation (maintained in an easily accessible place for five years after the end of the fiscal year in which the violation occurs);

 

 

A copy of each report required to be submitted by an Employee under Section E.1., including broker transaction confirmations or account statements (maintained for at least five years after the end of the fiscal year in which the report is made or the information is provided, the first two years in an easily accessible place);

 

17


 

A record of all Employees within the past five years, and who are or were required to make reports under the Code (maintained in an easily accessible place);

 

 

A record of all persons who are or were responsible for reviewing reports of Employees during the past five years (maintained in an easily accessible place);

 

 

A copy of each report to the Board of Trustees of the Funds submitted under Section H.3. of the Code (maintained for at least five years after the end of the fiscal year in which it is made, the first two years in an easily accessible place);

 

 

A copy of each written approval granted to an Employee (including the reasons supporting such decision) relating to a Covered Person’s acquisition of securities in an Initial Public Offering or a Limited Offering, and each written approval of other transactions, such as a Pre-clearance Form (maintained for at least five years after the end of the fiscal year in which the approval was granted); and

 

 

A copy of each Employee’s periodic Certificate of Compliance (acknowledging receipt of the Code and any amendments) for five years (maintained in an easily accessible place).

 

H.3. Board Approval and Annual Review Requirements

This Code and any material changes must be approved by the Board of Trustees of the Funds, including a majority of the Outside Trustees, within six months after the adoption of the material change. Each approval must be based on a determination that the Code contains provisions reasonably necessary to prevent Access Persons from engaging in any conduct prohibited by Rule 17j-l (b) under the 1940 Act, including conduct identified in Section D above.

At least annually, the Fund’s Chief Compliance Officer, on behalf of MCM, will provide to the Board of Trustees of the Funds, and the Trustees will review, a written report that summarizes existing procedures concerning personal trading (including any changes in the Code), certifies that Marsico has adopted procedures reasonably necessary to prevent violations of the Code, describes any issues arising under the Code, including any material violations and sanctions imposed since the last report to the Board, and identifies any recommended changes to the Code.

MCM’s Chief Compliance Officer must approve the Code on behalf of MCM. On an annual basis, MCM’s Chief Compliance Officer, with the assistance of any designees, will also review the adequacy and effectiveness of the Code, and make any necessary recommendations for revisions of the Code.

MCM’s Compliance Department is responsible for providing, as necessary, any training and education to Employees regarding compliance with the Code.

 

18


I. Definitions of Certain Terms

1. “Access Person” means:

(a) Any “MCM-Supervised Person,” defined as any MCM partner, officer, director (or person with similar status or functions), or employee (or other person who provides investment advice for MCM and is subject to MCM’s supervision or control), if the MCM-Supervised Person:

 

  (i) Has access to non-public information regarding any MCM client’s purchase or sale of securities, or non-public information regarding the portfolio holdings of any investment company advised or sub-advised by MCM; or

 

  (ii) Is involved in making securities recommendations to clients, or has access to such recommendations that are non-public;

(b) Any “Advisory Person of the Funds or of MCM,” defined as (i) any director, officer, general partner or employee of the Funds or MCM (or of any company in a control relationship to the Funds or MCM) who, in connection with his or her regular functions or duties, makes, participates in, or obtains information regarding the purchase or sale of Covered Securities by a Fund, or whose functions relate to the making of any recommendations with respect to those purchases or sales; and (ii) any natural person in a control relationship to the Funds or MCM who obtains information concerning recommendations made to a Fund with regard to the purchase or sale of Covered Securities by the Fund; and

(c) Any “Informed Underwriter Representative,” defined as a director, officer, or general partner of the principal underwriter to the Funds who, in the ordinary course of business, makes, participates in, or obtains information regarding, the purchase or sale of Covered Securities by a Fund, or whose functions or duties in the ordinary course of business relate to the making of any recommendation to a Fund regarding the purchase or sale of Covered Securities; provided that the Informed Underwriter Representative would not be required to meet reporting requirements under the Code (or any code of ethics maintained by the principal underwriter) unless the principal underwriter is an affiliated person of a Fund or MCM, or the Informed Underwriter Representative also serves as an officer, director, or general partner of a Fund or MCM.

(d) All directors, officers, and general partners of either MCM or the Funds are presumed to be Access Persons.

2. “Beneficial Ownership” has the same meaning as under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1(a) (2) under the Act. Under those provisions, a person generally is the beneficial owner of (or has a Beneficial Ownership interest in) any securities in which the person has or shares a direct or indirect pecuniary interest. A person’s Beneficial Ownership interest ordinarily extends to securities held in the name of a spouse, minor children, relatives resident in the person’s home, or unrelated persons in circumstances that suggest a sharing of financial interests, such as when the person makes a significant

 

19


contribution to the financial support of the unrelated person, or shares in profits of the unrelated person’s securities transactions. Key factors in evaluating Beneficial Ownership include the person’s ability to benefit from the proceeds of a security, and the extent of the person’s control over the security.

3. “Covered Person” — see Section B.1.

4. “Covered Security” — see Section B.2.

5. “Employee” means (1) any Marsico Employee, (2) any temporary staffer who has worked for Marsico continuously for more than 30 days, and (3) any other Access Person not included within (1) and (2).

6. “Initial Public Offering” means an offering of securities registered under the Securities Act of 1933, the issuer of which, immediately before the registration, was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

7. “Limited Offering” means any offering that is exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or Section 4(6) of the Securities Act or pursuant to Rule 504, 505, or 506 under the Securities Act. A Limited Offering generally includes any interest in a private company, partnership, limited liability company, private equity fund, venture capital fund, hedge fund, or other unregistered operating company or investment company that invests in securities, real estate, or other assets, and certain interests in stock options or other deferred compensation.

8. “Marsico Employee” means any officer, principal, or permanent employee of MCM, and any officer, Trustee, or permanent employee of the Funds. “Marsico Employee” does not include an inactive or semi-retired employee who receives salary or benefits, but does not actively participate in Marsico’s business, have access to current information regarding the purchase or sale of Covered Securities by the Funds, or make recommendations regarding those purchases or sales.

9. “Restricted-Reportable Investment”—see Section B.2.a.

10. “Reportable Investment”— see Section B.2.b.

11. “Security Held or to be Acquired by a Fund” means (1) any Covered Security that within the most recent 15 days (a) is or has been held by one of the Funds or a mutual fund sub-advised by MCM; or (b) is being or has been considered by a Fund or MCM for purchase by the Fund or a mutual fund sub-advised by MCM; and (2) any option to purchase or sell, and any security convertible into or exchangeable for, such a Covered Security.

12. “Special Account” means a managed account in which a financial adviser, trustee, or other person buys or sells Restricted-Reportable Investments for a Covered Person (or for a person in whose securities a Covered Person has a Beneficial Ownership interest), provided that the account meets the requirements described in Section D.2.f.(4).

 

20


The following forms are available in the MCM Forms public drive:

 

   

Initial Personal Holdings Report;

 

   

Quarterly Personal Transaction Report;

 

   

Annual Personal Holdings Report;

 

   

Sample Letter to Broker or Other Institution;

 

   

Initial/Annual Certification of Compliance with Code of Ethics;

 

   

Approval of Investment in Limited Offering;

 

   

Approval of Investment in Initial Public Offering;

 

   

Special Account Certification;

 

   

Pre-clearance Form.

 

J. Adoption and Effective Date

 

Approved by:   

/s/ Steven Carlson

Title:    Chief Compliance Officer
Effective as of:    October 1, 2004
Amended:    April 1, 2005
Approved by:   

/s/ Steven Carlson

Title:    Chief Compliance Officer
Effective Date:    February 1, 2005
Amendment Approved:    August 8, 2008
Approved by:   

/s/ Steven Carlson

Title:    Chief Compliance Officer
Effective Date:    September 1, 2008

 

21

Exhibit (p)(25)(iv)

WELLINGTON MANAGEMENT

Code of Ethics

Personal Investing

Gifts and Entertainment

Outside Activities

Client Confidentiality

 

October 1, 2008   WELLINGTON ®
  MANAGEMENT   


“The reputation of a thousand years may be determined by the conduct of one hour.”

– Ancient proverb

A Message from Our CEO

 

LOGO    Wellington Management’s reputation is our most valuable asset, and it is built on trust – trust that we will always put our clients’ interests first and that our actions will fully meet our obligations as fiduciaries for our clients.

Our personnel around the world play a critical role in ensuring that we continue to earn this trust. We must all adhere to the highest standards of professional and ethical conduct. We must be sensitive to situations that may give rise to an actual conflict or the appearance of a conflict with our clients’ interests, or have the potential to cause damage to the firm’s reputation. To this end, each of us must act with integrity, honesty, and dignity.

We must all remain vigilant in protecting the interests of our clients before our own, as reflected in our guiding principle: “client, firm, self.” If our standards slip or our focus wanes, we risk the loss of everything we have worked so hard to build together over the years.

Please take the time to read this Code of Ethics, learn the rules, and determine what you need to do to comply with them and continue to build on our clients’ trust and confidence in Wellington Management.

 

Sincerely,
LOGO
Perry M. Traquina
President and Chief Executive Officer


Table of Contents

 

Standards of Conduct

   3

Who Is Subject to the Code of Ethics?

   3

Personal Investing

   4

Which Types of Investments and Related Activities Are Prohibited?

   4

Which Investment Accounts Must Be Reported?

   4

What Are the Reporting Responsibilities for All Personnel?

   5

What Are the Preclearance Responsibilities for All Personnel?

   6

What Are the Additional Requirements for Investment Professionals?

   8

Gifts and Entertainment

   9

Outside Activities

   10

Client Confidentiality

   10

How We Enforce Our Code of Ethics

   10

Closing

   10

LOGO Before You Get Started: Accessing the Code of Ethics System

The Code of Ethics System is accessible through the Intranet under Applications. Please note that your User ID is your Wellington network ID (the same one you use to log on to your computer).


Wellington Management    Code of Ethics

 

Standards of Conduct

Our standards of conduct are straightforward and essential. Any transaction or activity that violates either of the standards of conduct below is prohibited, regardless of whether it meets the technical rules found elsewhere in the Code of Ethics.

1

We act as fiduciaries to our clients. Each of us must put our clients’ interests above our own and must not take advantage of our management of clients’ assets for our own benefit. Our firm’s policies and procedures implement these principles with respect to our conduct of the firm’s business. This Code of Ethics implements the same principles with respect to our personal conduct. The procedures set forth in the Code govern specific transactions, but each of us must be mindful at all times that our behavior, including our personal investing activity, must meet our fiduciary obligations to our clients.

2

We act with integrity and in accordance with both the letter and the spirit of the law. Our business is highly regulated, and we are committed as a firm to compliance with those regulations. Each of us must also recognize our obligations as individuals to understand and obey the laws that apply to us in the conduct of our duties. They include laws and regulations that apply specifically to investment advisors, as well as more broadly applicable laws ranging from the prohibition against trading on material nonpublic information and other forms of market abuse to anticorruption statutes such as the US Foreign Corrupt Practices Act and the Council of Europe’s Criminal Law Convention on Corruption. The firm provides training on their requirements. Each of us must take advantage of these resources to ensure that our own conduct complies with the law.

Who Is Subject to the Code of Ethics?

Our Code of Ethics applies to all partners and employees of Wellington Management Company, LLP , and its affiliates around the world. Its restrictions on personal investing also apply to temporary personnel (including co-ops and interns) and consultants whose tenure with Wellington Management exceeds 90 days and who are deemed by our Chief Compliance Officer to have access to nonpublic investment research, client holdings, or trade information.

All Wellington Management personnel receive a copy of the Code of Ethics (and any amendments) and must certify, upon joining the firm and annually thereafter, that they have read and understood it and have complied with its requirements.

Adherence to the Code of Ethics is a basic condition of employment. Failure to adhere to our Code of Ethics may result in disciplinary action, including termination of employment.

If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the Director of Regulatory Compliance, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.

General questions regarding our Code of Ethics may be directed to the Code of Ethics Team via email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).

 

3


Code of Ethics    Wellington Management

 

Personal Investing

As fiduciaries, each of us must avoid taking personal advantage of our knowledge of investment activity in client accounts. Although our Code of Ethics sets out a number of specific restrictions on personal investing designed to reflect this principle, no set of rules can anticipate every situation. Each of us must adhere to the spirit, and not just the letter, of our Code in meeting this fiduciary obligation to our clients.

Which Types of Investments and Related Activities Are Prohibited?

Our Code of Ethics prohibits the following personal investments and investment-related activities:

 

 

Purchasing or selling the following:

 

   

Initial public offerings (IPOs) of any securities

 

   

Securities of an issuer being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled

 

   

Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation

 

   

Securities of an issuer that is mentioned at the Morning Meeting until two business days following the meeting

 

   

Securities that are the subject of a firmwide restriction

 

   

Single-stock futures

 

   

Options with an expiration date that is within 60 calendar days of the transaction date

 

   

HOLDRS ( HOL ding Company D epositary R eceipt S )

 

   

Securities of broker/dealers (or their affiliates) that the firm has approved for execution of client trades

 

   

Securities of any securities market or exchange on which the firm trades on behalf of clients

 

 

Taking a profit from any trading activity within a 60 calendar day window (see circle for more detail)

 

 

Using a derivative instrument to circumvent a restriction in the Code of Ethics

LOGO

Which Investment Accounts Must Be Reported?

You are required to report any investment account over which you exercise investment discretion or from which any of the following individuals enjoy economic benefits: (i) your spouse, domestic partner, or minor children, and (ii) any other dependents living in your household,

and

that holds or is capable of holding any of the following covered investments :

 

 

Shares of stocks, ADRs, or other equity securities (including any security convertible into equity securities)

 

 

Bonds or notes (other than sovereign government bonds issued by Canada, France, Germany, Italy, Japan, the United Kingdom, or the United States, as well as bankers’ acceptances, CDs, commercial paper, and high-quality, short-term debt instruments)

 

 

Interest in a variable annuity product in which the underlying assets are held in a subaccount managed by Wellington Management

 

 

Shares of exchange-traded funds (ETFs)

 

 

Shares of closed-end funds

 

 

Options on securities

 

 

Securities futures

 

 

Interest in private placement securities (other than Wellington Management Sponsored Products)

 

 

Shares of funds managed by Wellington Management (other than money market funds)

Please see Appendix A for a detailed summary of reporting requirements by security type.

 

4


Wellington Management    Code of Ethics

 

LOGO Web Resource: Wellington-Managed Fund List

An up-to-date list of funds managed by Wellington Management is available through the Code of Ethics System under Documents. Please note that any transactions in Wellington-Managed funds must comply with the funds’ rules on short-term trading of fund shares.

For purposes of the Code of Ethics, these investment accounts are referred to as reportable accounts . Examples of common account types include brokerage accounts, retirement accounts, employee stock compensation plans, and transfer agent accounts. Reportable accounts also include those from which you or an immediate family member may benefit indirectly, such as a family trust or family partnership, and accounts in which you have a joint ownership interest, such as a joint brokerage account.

Please contact the Code of Ethics Team for guidance if you hold any securities in physical certificate form.

Still Not Sure? Contact Us

If you are not sure if a particular account is required to be reported, contact the Code of Ethics Team by email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 (x68330).

Accounts Not Requiring Reporting

You do not need to report the following accounts via the Code of Ethics System since the administrator will provide the Code of Ethics Team with access to relevant holdings and transaction information:

 

 

Accounts maintained within the Wellington Retirement and Pension Plan or similar firm-sponsored retirement or benefit plans identified by the Ethics Committee

 

 

Accounts maintained directly with Wellington Trust Company or other Wellington Management Sponsored Products

Although these accounts do not need to be reported, your investment activities in these accounts must comply with the standards of conduct embodied in our Code of Ethics.

Managed Account Exemptions

An account from which you or immediate family members could benefit financially, but over which neither you nor they have any investment discretion or influence (a managed account ), may be exempted from the Code of Ethics’ personal investing requirements upon written request and approval. An example of a managed account would be a professionally advised account about which you will not be consulted or have any input on specific transactions placed by the investment manager prior to their execution. To request a managed account exemption, you must complete a Managed Account Letter (available online via the Code of Ethics System) and return it the Code of Ethics Team.

LOGO Web Resource: Managed Account Letter

To request a managed account exemption, complete the Managed Account Letter available through the Code of Ethics System under Documents.

What Are the Reporting Responsibilities for All Personnel?

Initial and Annual Holdings Reports

You must disclose all reportable accounts and all covered investments you hold within 10 calendar days after you begin employment at or association with Wellington Management. You will be required to review and update your holdings and securities account information annually thereafter.

For initial holdings reports, holdings information must be current as of a date no more than 45 days prior to the date you became covered by the Code of Ethics. Please note that you cannot make personal trades until you have filed an initial holdings report via the Code of Ethics System on the Intranet.

For subsequent annual reports, holdings information must be current as of a date no more than 45 days prior to the date the report is submitted. Please note that your annual holdings report must account for both volitional and non-volitional transactions.

At the time you file your initial and annual reports, you will be asked to confirm that you have read and understood the Code of Ethics and any amendments.

 

5


Code of Ethics    Wellington Management

 

LOGO

Duplicate Statements and Trade Confirmations

For each of your reportable accounts, you are required to provide duplicate statements and duplicate trade confirmations to Wellington Management. To arrange for the delivery of duplicate statements and trade confirmations, please contact the Code of Ethics Team for the appropriate form. Return the completed form to the Code of Ethics Team, which will submit it to the brokerage firm on your behalf. If the brokerage firm or other firm from which you currently receive statements is not able to send statements and confirmations directly to Wellington Management, you will be required to submit copies promptly after you receive them, unless you receive an exemption from this requirement under the procedures outlined on page 7.

LOGO Web Resource: How to File Reports on the Code of Ethics System

Required reports must be filed electronically via the Code of Ethics System. Please see the Code of Ethics System’s homepage for more details.

Quarterly Transactions Reports

You must submit a quarterly transaction report no later than 30 calendar days after quarter-end via the Code of Ethics System on the Intranet, even if you did not make any personal trades during that quarter. In the reports, you must either confirm that you did not make any personal trades (except for those resulting from non-volitional events) or provide information regarding all volitional transactions in covered investments.

What Are the Preclearance Responsibilities for All Personnel?

Preclearance of Publicly Traded Securities

You must receive clearance before buying or selling stocks, bonds, options, and most other publicly traded securities in any reportable account. A full list of the categories of publicly traded securities requiring preclearance, and of certain exceptions to this requirement, is included in Appendix A . Transactions in accounts that are not reportable accounts do not require preclearance or reporting.

Preclearance requests must be submitted online via the Code of Ethics System, which is accessible through the Intranet. If clearance is granted, the approval will be effective for a period of 24 hours. If you preclear a transaction and then place a limit order with your broker, that limit order must either be executed or expire at the end of the 24-hour period. If you want to execute the order after the 24-hour period expires, you must resubmit your preclearance request.

If you have questions regarding the preclearance requirements, please refer to the FAQs available on the Code of Ethics System or contact the Code of Ethics Team.

Please note that preclearance approval does not alter your responsibility to ensure that each personal securities transaction complies with the general standards of conduct, the reporting requirements, the restrictions on short-term trading, or the special rules for investment professionals set out in our Code of Ethics.

 

6


Wellington Management    Code of Ethics

 

LOGO Web Resource: How to File a Preclearance Request

Preclearance must be obtained using the Code of Ethics System. Once the necessary information is submitted, your preclearance request will be approved or denied within seconds.

Caution on Short Sales, Margin Transactions, and Options

You may engage in short sales and margin transactions and may purchase or sell options provided you receive preclearance and meet all other applicable requirements under our Code of Ethics (including the additional rules for investment professionals described on page 8). Please note, however, that these types of transactions can have unintended consequences. For example, any sale by your broker to cover a margin call or a short position will be in violation of the Code unless precleared. Likewise, any volitional sale of securities acquired at the expiration of a long call option will be in violation of the Code unless precleared. You are responsible for ensuring any subsequent volitional actions relating to these types of transactions meet the requirements of the Code.

Preclearance of Private Placement Securities

You cannot invest in securities offered to potential investors in a private placement without first obtaining prior approval. Approval may be granted after a review of the facts and circumstances, including whether:

 

 

an investment in the securities is likely to result in future conflicts with client accounts (e.g., upon a future public offering), and

 

 

you are being offered the opportunity due to your employment at or association with Wellington Management.

If you have questions regarding whether an investment would be deemed a private placement security under the Code, please refer to the FAQs about private placements available on the Code of Ethics System, or contact the Code of Ethics Team.

To request approval, you must submit a Private Placement Approval Form (available online via the Code of Ethics System) to the Code of Ethics Team. Investments in our own privately offered investment vehicles (our Sponsored Products ), including collective investment funds and common trust funds maintained by Wellington Trust Company, NA , our hedge funds, and our non-US domiciled funds (Wellington Management Portfolios), have been approved under the Code and therefore do not require the submission of a Private Placement Approval Form.

LOGO Web Resource: Private Placement Approval Form

To request approval for a private placement, complete the Private Placement Approval Form available through the Code of Ethics System under Documents.

Requests for Exceptions to Preclearance Denial, Other Trading Restrictions, and Certain Reporting Requirements

The Chief Compliance Officer may grant an exception from preclearance, other trading restrictions, and certain reporting requirements on a case-by-case basis if it is determined that the proposed conduct involves no opportunity for abuse and does not conflict with client interests. Exceptions are expected to be rare. If you wish to seek an exception to these restrictions, you must submit a written request to the Code of Ethics Team describing the nature of the exception and the reason(s) it is being sought.

 

7


Code of Ethics    Wellington Management

 

What Are the Additional Requirements for Investment Professionals?

If you are a portfolio manager, research analyst, or other investment professional who has portfolio management responsibilities for a client account (e.g., designated portfolio managers, backup portfolio managers, investment team members), or who otherwise has direct authority to make decisions to buy or sell securities in a client account (referred to here as an investment professional), you are required to adhere to additional rules and restrictions on your personal securities transactions. However, as no set of rules can anticipate every situation, you must remember to place our clients’ interests first whenever you transact in securities that are also held in client accounts you manage.

 

 

Investment Professional Blackout Periods – You cannot buy or sell a security for a period of seven calendar days before or after any transaction in the same issuer by a client account for which you serve as an investment professional. If you anticipate receiving a cash flow or redemption request in a client portfolio that will result in the purchase or sale of securities that you also hold in your personal account, you should take care to avoid transactions in those securities in your personal account in the days leading up to the client transactions. However, unanticipated cash flows and redemptions in client accounts and unexpected market events do occur from time to time, and a personal trade made in the prior seven days should never prevent you from buying or selling a security in a client account if the trade would be in the client’s best interest. If you find yourself in that situation and need to buy or sell a security in a client account within the seven calendar days following your personal transaction in a security of the same issuer, you should attempt to notify the Code of Ethics Team (by email at #Code of Ethics Team or through the Code of Ethics hotline, 617-790-8330 [x68330]) or your local Compliance Officer in advance of placing the trade. If you are unable to reach any of those individuals and the trade is time sensitive, you should proceed with the client trade and notify the Code of Ethics Team promptly after submitting it.

 

 

Short Sales by an Investment Professional – An investment professional may not personally take a short position in a security of an issuer in which he or she holds a long position in a client account.

 

8


Wellington Management    Code of Ethics

 

Gifts and Entertainment

Our guiding principle of “client, firm, self” also governs the receipt of gifts and entertainment from clients, consultants, brokers, vendors, companies in which we may invest, and others with whom the firm does business. As fiduciaries to our clients, we must always place our clients’ interests first and cannot allow gifts or entertainment opportunities to influence the actions we take on behalf of our clients. In keeping with this standard, you must follow several specific requirements:

Accepting Gifts – You may only accept gifts of nominal value, which include promotional items, flower arrangements, gift baskets, and food, as well as other gifts with an approximate value of less than US$100 or the local equivalent. You may not accept a gift of cash, including a cash equivalent such as a gift certificate or a security, regardless of the amount. If you receive a gift that violates the Code, you must return the gift or consult with the Chief Compliance Officer to determine appropriate action under the circumstances.

Accepting Entertainment Opportunities – The firm recognizes that participation in entertainment opportunities with representatives from organizations with which the firm does business, such as consultants, brokers, vendors, and companies in which we may invest, can help to further legitimate business interests. However, participation in such entertainment opportunities should be infrequent, and you may participate only if:

1

a representative of the hosting organization is present,

2

the primary purpose of the event is to discuss business or to build a business relationship,

and

3

the opportunity meets the additional requirements below.

Lodging and Air Travel – You may not accept a gift of lodging or air travel in connection with any entertainment opportunity. If you participate in an entertainment opportunity for which lodging or air travel is paid for by the host, you must reimburse the host for the equivalent cost, as determined by Wellington Management’s travel manager.

Additional Reimbursement Requirements – You must receive prior approval from your business manager and reimburse the host for the full face value of any entertainment ticket(s) if:

 

 

the entertainment opportunity requires a ticket with a face value of more than US$200 or the local equivalent, or is a high-profile event (e.g., a major sporting event),

 

 

you wish to accept more than one ticket, or

 

 

the host has invited numerous Wellington Management representatives.

Business managers must clear their own participation under the circumstances described above with the Chief Compliance Officer or Chair of the Ethics Committee.

Please note that even if you pay for the full face value of a ticket, you may attend the event only if the host is present . Whenever possible, you should arrange for any required reimbursement prior to attending an entertainment event.

Soliciting Gifts, Entertainment Opportunities, or Contributions – In your capacity as a partner or employee of the firm, you may not solicit gifts, entertainment opportunities, or charitable or political contributions for yourself, or on behalf of clients, prospects, or others, from brokers, vendors, clients, or consultants with whom the firm conducts business or from companies in which the firm may invest.

Sourcing Entertainment Opportunities – You may not request tickets to entertainment events from the firm’s Trading department or any other Wellington Management department, partner, or employee, nor from any broker, vendor, company in which we may invest, or other organization with which the firm conducts business.

 

9


Code of Ethics    Wellington Management

 

Outside Activities

While the firm recognizes that you may engage in business or charitable activities in your personal time, you must take steps to avoid conflicts of interest between your private interests and our clients’ interests. As a result, all significant outside business or charitable activities (e.g., directorships or officerships) must be approved by your business manager and by the Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee prior to the acceptance of such a position (or if you are new, upon joining the firm). Approval will be granted only if it is determined that the activity does not present a significant conflict of interest. Directorships in public companies (or companies reasonably expected to become public companies) will generally not be authorized, while service with charitable organizations generally will be permitted.

Officers of the firm can only seek additional employment outside of Wellington Management with the prior written approval of the Human Resources department. All new employees are required to disclose any outside employment to the Human Resources department upon joining the firm.

Client Confidentiality

Any nonpublic information concerning our clients that you acquire in connection with your employment at the firm is confidential. This includes information regarding actual or contemplated investment decisions, portfolio composition, research recommendations, and client interests. You should not discuss client business, including the existence of a client relationship, with outsiders unless it is a necessary part of your job responsibilities.

How We Enforce Our Code of Ethics

Global Compliance is responsible for monitoring compliance with the Code of Ethics. Members of Global Compliance will periodically request certifications and review holdings and transaction reports for potential violations. They may also request additional information or reports.

It is our collective responsibility to uphold the Code of Ethics. In addition to the formal reporting requirements described in this Code of Ethics, you have a responsibility to report any violations of the Code. If you have any doubt as to the appropriateness of any activity, believe that you have violated the Code, or become aware of a violation of the Code by another individual, you should consult the Director of Regulatory Compliance, Chief Compliance Officer, General Counsel, or Chair of the Ethics Committee.

Potential violations of the Code of Ethics will be investigated and considered by representatives of Global Compliance, Legal Services, and/or the Ethics Committee. All violations of the Code of Ethics will be reported to the Chief Compliance Officer. Violations are taken seriously and may result in sanctions or other consequences, including:

 

 

a warning

 

 

referral to your business manager, senior management, and/or the Managing Partners

 

 

reversal of a trade or the return of a gift

 

 

disgorgement of profits or of the value of a gift

 

 

a limitation or restriction on personal investing

 

 

a fine

 

 

termination of employment

 

 

referral to civil or criminal authorities

If you become aware of any potential conflicts of interest that you believe are not addressed by our Code of Ethics or other policies, please contact the Chief Compliance Officer, the General Counsel, or the Director of Regulatory Compliance.

Closing

As a firm, we seek excellence in the people we employ, the products and services we offer, the way we meet our ethical and fiduciary responsibilities, and the working environment we create for ourselves. Our Code of Ethics embodies that commitment. Accordingly, each of us must take care that our actions fully meet the high standards of conduct and professional behavior we have adopted. Most importantly, we must all remember “client, firm, self” is our most fundamental guiding principle.

 

10


Wellington Management    Appendix A – Part 1

 

Appendix A – Part 1

No Preclearance or Reporting Required:

Open-end investment funds not managed by Wellington Management 1

Interests in a variable annuity product in which the underlying assets are held in a fund not managed by Wellington Management

Direct obligations of the US government (including obligations issued by GNMA and PEFCO) or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom

Cash

Money market instruments or other short-term debt instruments rated P-1 or P-2, A-1 or A-2, or their equivalents 2

Bankers’ acceptances, CDs, commercial paper

Wellington Trust Company Pools

Wellington Sponsored Hedge Funds

Securities futures and options on direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, and associated derivatives

Options, forwards, and futures on commodities and foreign exchange, and associated derivatives

Transactions in approved managed accounts

Reporting of Securities Transactions Required (no need to preclear and not subject to the 60-day holding period):

Open-end investment funds managed by Wellington Management 1 (other than money market funds)

Interests in a variable annuity or insurance product in which the underlying assets are held in a fund managed by Wellington Management

Futures and options on securities indices

ETFs listed in Appendix A – Part 2 and derivatives on these securities

Gifts of securities to you or a reportable account

Gifts of securities from you or a reportable account

Non-volitional transactions (splits, tender offers, mergers, stock dividends, dividend reinvestments, etc.)

Preclearance and Reporting of Securities Transactions Required:

Bonds and notes (other than direct obligations of the US government or the governments of Canada, France, Germany, Italy, Japan, or the United Kingdom, as well as bankers’ acceptances, CDs, commercial paper, and high-quality, short-term debt instruments)

Stock (common and preferred) or other equity securities, including any security convertible into equity securities

Closed-end funds

ETFs not listed in Appendix A – Part 2

American Depositary Receipts

Options on securities (but not their non-volitional exercise or expiration)

Warrants

Rights

Unit investment trusts

Prohibited Investments and Activities:

Initial public offerings (IPOs) of any securities

HOLDRS (HOLding Company Depositary ReceiptS)

Single-stock futures

Options expiring within 60 days of purchase

Securities being bought or sold on behalf of clients until one trading day after such buying or selling is completed or canceled

Securities of an issuer that is the subject of a new, changed, or reissued but unchanged action recommendation from a global industry research or fixed income credit analyst until two business days following issuance or reissuance of the recommendation

Securities of an issuer that is mentioned at the Morning Meeting until two business days following the meeting

Securities on the firmwide restricted list

Profiting from any short-term (i.e., within 60 days) trading activity

Securities of broker/dealers or their affiliates with which the firm conducts business

Securities of any securities market or exchange on which the firm trades

Using a derivative instrument to circumvent the requirements of the Code of Ethics

 

This appendix is current as of October 1, 2008, and may be amended at the discretion of the Ethics Committee.

 

1

A list of funds advised or subadvised by Wellington Management (“Wellington-Managed Funds”) is available online via the Code of Ethics System. However, you remain responsible for confirming whether any particular investment represents a Wellington-Managed Fund.

2

If the instrument is unrated, it must be of equivalent duration and comparable quality.

 

11


Appendix A – Part 2    Wellington Management

 

Appendix A – Part 2

ETFs Approved for Personal Trading Without Preclearance (but Requiring Reporting)

This is a partial list. The complete and up-to-date list is available on the Code of Ethics System on the Intranet.

 

TICKER

  

NAME

United States

AGG    iShares Lehman AGG BOND FUND
BND    Vanguard TOTAL BOND MARKET
COW    iPath DJ-AIG Livestock TR Sub-Index
DBA    Powershares DB Agriculture Fund
DBB    Powershares DB Base Metals Fund
DBC    Powershares DB Commodity Index
DBE    Powershares DB Energy Fund
DBO    Powershares DB Oil Fund
DBP    Powershares DB Precious Metals Fund
DBV    Powershares DB G10 Currency Harvest Fund
DIA    DIAMONDS Trust SERIES I
DVY    iShares DJ Select Dividend
EEB    Claymore/BNY BRIC ETF
EEM    iShares MSCI EMERGING MKT IN
EFA    iShares MSCI EAFE INDEX FUND
EFG    iShares MSCI EAFE GROWTH INX
EFV    iShares MSCI EAFE VALUE INX
EPP    iShares MSCI PACIFIC EX JPN
EWA    iShares MSCI AUSTRALIA INDEX
EWC    iShares MSCI CANADA
EWG    iShares MSCI GERMANY INDEX
EWH    iShares MSCI HONG KONG INDEX
EWJ    iShares MSCI JAPAN INDEX FD
EWM    iShares MSCI MALAYSIA
EWS    iShares MSCI SINGAPORE
EWT    iShares MSCI TAIWAN INDEX FD
EWU    iShares MSCI UNITED KINGDOM
EWY    iShares MSCI SOUTH KOREA IND
EZU    iShares MSCI EMU
FXA    Australian Dollar
FXB    British Pound
FXC    Canadian Dollar
FXE    Euro
FXF    Swiss Franc
FXI    iShares FTSE/XINHUA CHINA 25
FXM    Mexican Peso
FXS    Swedish Krona
FXY    Japanese Yen
GAZ    iPath DJ-AIG Natural Gas TR Sub-Index
GDX    Market Vectors GOLD MINERS
GLD    StreetTRACKS Gold Fund
IBB    iShares NASDAQ BIOTECH INDX
ICF    iShares COHEN & STEERS RLTY
IEF    iShares Lehman 7-10YR TREAS
IEV    iShares S&P EUROPE 350
IGE    iShares GOLDMAN SACHS NAT RE
IJH    iShares S&P Midcap 400
IJJ    iShares S&P Midcap 400/VALUE
IJK    iShares S&P Midcap 400/GRWTH
IJR    iShares S&P SmallCap 600
IJS    iShares S&P SmallCap 600/VAL
IJT    iShares S&P SmallCap 600/GRO
IOO    iShares S&P GLOBAL 100
IVE    iShares S&P 500 VALUE INDEX
IVV    iShares S&P 500 INDEX FUND
IVW    iShares S&P 500 GROWTH INDEX
IWB    iShares Russell 1000 INDEX
IWD    iShares Russell 1000 VALUE
IWF    iShares Russell 1000 GROWTH
IWM    iShares Russell 2000
IWN    iShares Russell 2000 VALUE
IWO    iShares Russell 2000 GROWTH
IWP    iShares Russell Midcap GRWTH
IWR    iShares Russell Midcap INDEX
IWS    iShares Russell Midcap VALUE
IWV    iShares Russell 3000 INDEX
IXC    iShares S&P GLBL ENERGY SECT
IYR    iShares DJ US REAL ESTATE
IYW    iShares DJ US TECHNOLOGY SEC
JJA    iPath DJ-AIG Agriculture TR Sub-Index
JJC    iPath DJ-AIG Copper TR Sub-Index
JJE    iPath DJ-AIG Energy TR Sub-Index
JJG    iPath DJ-AIG Grains TR Sub-Index
JJM    iPath DJ-AIG Industrial Metals TR Sub-Index
JJN    iPath DJ-AIG Nickel TR Sub-Index
LQD    iShares GS$ INVESTOP CORP BD
MDY    Midcap SPDR Trust SERIES 1
MOO    MARKET VECTORS AGRIBUSINESS
OEF    iShares S&P 100 INDEX FUND
PBW    PowerSharesWILDERH CLEAN EN
PHO    PowerSharesGLOBAL WATER PT
QID    UltraShort QQQ ProShares
QLD    Ultra QQQ ProShares
QQQQ    POWERSHARES QQQ
RSP    Rydex S&P EQUAL WEIGHT ETF
RSX    Market Vectors RUSSIA ETF
RWR    DJ Wilshire REIT ETF
RWX    SPDR DJ WILS INTL RE
SDS    UltraShort S&P500 ProShares
SHY    iShares Lehman 1-3YR TRS BD
SKF    UltraShort FINANCIALS ProShares
SLV    iShares Silver Trust
SPY    SPDR Trust SERIES 1
SSO    Ultra S&P500 ProShares
TIP    iShares Lehman TRES INF PR S
TLT    iShares Lehman 20+ YR TREAS
TBT    UltraShort Lehman 20+ Year Treasury ProShares
TWM    UltraShort Russell2000 ProShares
UDN    Powershares DB US Dollar Bearish Fund
UGA    United States Gasoline Fund
UHN    United States Heating Oil Fund
UNG    United States Natural Gas Fund
USO    United States Oil Fund
UUP    Powershares DB US Dollar Bullish Fund
UWM    Ultra Russell2000 ProShares
UYG    Ultra FINANCIALS ProShares
VB    Vanguard SMALL-CAP ETF
VBK    Vanguard SMALL-CAP GRWTH ETF
VBR    Vanguard SMALL-CAP VALUE ETF
VEA    Vanguard EUROPE PACIFIC ETF
VEU    Vanguard FTSE ALL-WORLD EX-U
VGK    Vanguard EUROPEAN ETF
VNQ    Vanguard REIT ETF
VO    Vanguard MID-CAP ETF
VPL    Vanguard PACIFIC ETF
VTI    Vanguard TOTAL STOCK MKT ETF
VTV    Vanguard VALUE ETF
VUG    Vanguard GROWTH ETF
VV    Vanguard LARGE-CAP ETF
VWO    Vanguard EMERGING MARKET ETF
XLB    MATERIALS Select SECTOR SPDR
XLE    ENERGY Select SECTOR SPDR
XLF    FINANCIAL Select SECTOR SPDR
XLI    INDUSTRIAL Select SECT SPDR
XLK    TECHNOLOGY Select SECT SPDR
XLP    CONSUMER STAPLES SPDR
XLU    UTILITIES Select SECTOR SPDR
XLV    HEALTH CARE Select SECTOR
XLY    CONSUMER DISCRETIONARY Select SPDR

England

EUN LN    iShares DJ STOXX 50
IEEM LN    iShares MSCI EMERGING MKTS
IJPN LN    iShares MSCI JAPAN FUND
ISF LN    iShares PLC-ISHARES FTSE 100
IUSA LN    iShares S&P 500 INDEX FUND
IWRD LN    iShares MSCI WORLD

Hong Kong

2800 HK    TRACKER FUND OF HONG KONG
2821 HK    ABF PAN ASIA BOND INDEX FUND
2823 HK    iShares A50 CHINA TRACKER
2828 HK    HANG SENG H-SHARE IDX ETF
2833 HK    HANG SENG INDEX ETF

Japan

1305 JP    DAIWA ETF - TOPIX
1306 JP    NOMURA ETF - TOPIX
1308 JP    NIKKO ETF - TOPIX
1320 JP    DAIWA ETF - NIKKEI 225
1321 JP    NOMURA ETF - NIKKEI 225
1330 JP    NIKKO ETF - 225

This appendix is current as of October 1, 2008, and may be amended at the discretion of the Ethics Committee.

 

12

Exhibit (p)(27)(ii)

LOGO

C ODE OF E THICS

RCM’s reputation for integrity and ethics is one of our most important assets. In order to safeguard this reputation, we believe it is essential not only to comply with relevant US and foreign laws and regulations but also to maintain high standards of personal and professional conduct at all times. RCM’s Code of Ethics is designed to ensure that our conduct is at all times consistent with these standards, with our fiduciary obligations to our clients, and with industry and regulatory standards for investment managers.

The basic principles underlying RCM’s Code of Ethics are as follows:

 

   

We will at all times conduct ourselves with integrity and distinction, putting first the interests of our clients.

 

   

Even if our clients are not harmed, we cannot take inappropriate advantage of information we learn through our position as fiduciaries.

 

   

We must take care to avoid even the appearance of impropriety in our personal actions.

The Code of Ethics contains detailed rules concerning personal securities transactions and other issues. In addition, the Code of Ethics sets forth the general principles that will apply even when the specific rules do not address a specific situation or are unclear or potentially inapplicable.

Although the Code of Ethics provides guidance with respect to many common types of situations, please remember that the Code of Ethics cannot address every possible circumstance that could give rise to a conflict of interest, a potential conflict of interest, or an appearance of impropriety. Whether or not a specific provision of the Code applies, each employee must conduct his or her activities in accordance with the general principles embodied in the Code of Ethics, and in a manner that is designed to avoid any actual or potential conflict of interest or any abuse of an individual’s position of trust and responsibility. Technical compliance with the procedures incorporated in the Code of Ethics will not insulate actions that contravene your duties to RCM and its clients from scrutiny and, in some cases, liability. Each employee should consider whether a particular action might give rise to an appearance of impropriety, even if the action itself is consistent with the employee’s duties to RCM and its clients. Therefore, to protect yourself and the firm, please be alert for the potential for conflicts of interest, and please consult the Legal and Compliance Department whenever questions

 

© RCM Capital Management, LLC


arise concerning the application of the Code of Ethics to a particular situation. To assist with this process certain RCM employees will be provided with a Conflicts Disclosure and Certification Form (Exhibit H) that they will be required to complete annually.


T ABLE OF C ONTENTS

 

1.

  Introduction    1
2.   Persons Covered by the Code of Ethics    2
3.   Rules Pertaining to Personal Securities Trading    2
  3.1   General Rules Regarding Personal Securities Trading    3
  3.2   Excessive Trading in Open-End Mutual Funds    3
  3.3   The Pre-Clearance Process for Personal Securities Transactions    4
    3.3.1   Required Approval — Equity and Equity-Related Securities    5
    3.3.2   Required Approval — Fixed Income Securities    5
    3.3.3   Trading Date    6
  3.4   Special Situations    7
    3.4.1   Special Types of Securities    7
      3.4.1.1   Exempted Securities    7
      3.4.1.2   Open-End Mutual Funds in which RCM is the Sub-Adviser    8
      3.4.1.3   Derivative Instruments    8
      3.4.1.4   Stock Index Futures    9
      3.4.1.5   Limited and General Partnership Interests    9
    3.4.2   Special Types of Transactions    9
      3.4.2.1   Private Placements    10
      3.4.2.2   Limit, GTC and Stop Loss Orders    10
      3.4.2.3   Public Offerings    11
      3.4.2.4   Non-Volitional Transactions    11
      3.4.2.5   De Minimis Transactions in Certain Securities    12
      3.4.2.6   Limited Exemption from the Blackout Periods    13
      3.4.2.6   Other Special Transactions    13


      3.4.2.7   Gifts    13
      3.4.2.8   Proprietary Accounts    14
  4.1   Third Party Accounts    14
  4.2   Blackout Periods    14
  4.3   Ban on Short-Term Trading Profits    16
  4.4   Fiduciary Responsibility to Clients    18
  4.5   Technical Compliance is Not Sufficient    18
  4.6   Reporting Personal Securities Transactions    19
    4.6.1   Pre-Clearance Forms    19
    4.6.2   Duplicate Brokerage Confirmations    19
    4.6.3   Quarterly Reports of Transactions    20
    4.6.4   Initial and Annual Personal Holdings Report    20
5.   What Beneficial Ownership Means    21
6.   Other Conflicts of Interest    21
  6.1.   Providing Investment Advice to Others    21
  6.2.   Favoritism and Gifts    22
  6.3.   Disclosure of Interests of Members of Immediate Family    22
  6.4.   Disclosure of Information Concerning Securities Recommendations and Transactions    22
  6.5.   Prohibition on Serving as a Director    22
  6.6.   Insider Trading    23
7.   Potential Consequences of Violations; Responsibilities of Supervisors    24
8.   Questions Concerning the Code of Ethics    24
9.   Forms To Be Executed    25


E XHIBITS

 

Exhibit A

   Personal Securities Transaction Pre-Clearance

Exhibit B

   Third Party Account Certification

Exhibit C

   Trading Accounts

Exhibit D

   Quarterly Transaction Report

Exhibit E

   Personal Holdings Report

Exhibit F

   30-Day Notification Form

Exhibit G

   Acknowledgment


I NTRODUCTION

RCM Capital Management LLC, RCM Distributors LLC, Caywood-Scholl Capital Management, LLC, and Pallas Investment Partners, L.P., (all of which are referred to in the Code of Ethics collectively as “RCM”) and their employees owe fiduciary duties to their clients under the laws of the United States, Australia, Germany, Hong Kong, Japan, the United Kingdom and other countries. These fiduciary duties require each of us to place the interests of our clients ahead of our own interests in all circumstances. Due to the special nature of some of our clients, special rules may also apply in some circumstances. These rules are discussed in more detail below.

An integral part of our fiduciary duty is the obligation to avoid conflicts of interest. 1 As a basic principle, you may not use your position, or information you learn at RCM, so as to create a conflict or the appearance of a conflict between your personal interests and those of RCM or any RCM client. A conflict of interest (or the appearance of a conflict of interest) can arise even if there is no financial loss to RCM or to any RCM client, and regardless of the motivation of the employee involved.

The potential for conflicts of interest is apparent with respect to personal securities transactions, but conflicts of interest can arise in a variety of situations. Some of the more common examples are described in this Code of Ethics. The rules contained in the Code of Ethics are designed to minimize conflicts of interest and to avoid potential appearances of impropriety. As a result, all employees and members of their immediate families are required to adhere carefully to the elements of the Code of Ethics that are applicable to them. Compliance with RCM’s Code of Ethics is a condition of employment. The sanctions that may result from violations of the Code of Ethics, which can include fines and/or dismissal, are outlined below.

Compliance with the Code of Ethics is the responsibility of each employee, subject to the oversight of RCM’s Management Committee. RCM’s Compliance Department will provide interpretive guidance to employees when requested. If you have questions about whether a conflict of interest exists in a particular situation, or if you have questions relating to the requirements of the Code of Ethics, please contact the Legal and Compliance Department. Also, if you believe that you have violated any of the requirements in the Code of Ethics, you should contact the Legal and Compliance Department immediately.

Industry standards pertaining to matters such as personal securities trading can change over time, and RCM is committed to maintaining high ethical standards for itself and its employees. Therefore, RCM reserves the right to change any or all of the requirements of

 

1

As used in this Code of Ethics, “Conflict of Interest” includes any conduct that is prohibited by Rule 204A-1 under the Investment Advisers Act of 1940 and by Rule 17j-1(b), as amended, under the Investment Company Act of 1940.

 

1


the Code of Ethics from time to time, as RCM deems necessary or appropriate. RCM also reserves the right, when in its judgment particular circumstances warrant, to impose more stringent requirements on particular employees or on all employees generally, or to grant exceptions to the requirements of the Code of Ethics in circumstances in which it believes an exception is warranted.

P ERSONS C OVERED BY THE C ODE OF E THICS

The provisions and requirements of the Code of Ethics apply to all officers, directors, and employees of RCM. The Code of Ethics also applies to all temporary employees and all contractors who work on RCM’s premises, or who have access to RCM’s computer systems. In addition, special rules apply to transactions by or through proprietary accounts and benefit plans sponsored by RCM.

All of the provisions and requirements of the Code of Ethics, including the rules pertaining to pre-clearance of personal securities transactions, also apply to persons who are closely connected to RCM directors, officers and employees. Examples of closely connected persons include any family member who is presently living in your household, or to whose financial support you make a significant contribution, and trusts or estates over which you have investment control. In case of any doubt, please contact the Legal and Compliance Department.

Although persons who are not closely connected to you are not required to comply with the pre-clearance and other procedures contained in the Code of Ethics, such persons may not take improper advantage of information that they may receive from you regarding the activity or holdings of RCM clients. In addition, it would be a violation of the Code of Ethics and potentially a violation of RCM’s Policies and Procedures Designed to Detect and Prevent Insider Trading (the “Insider Trading Policy”) for any RCM employee to arrange for a friend or relative to trade in a security in which that RCM employee would be precluded from trading for his or her own account. It may also be a violation of the Code of Ethics or the Insider Trading Policy for a RCM employee to give information about the activity or holdings of RCM clients to any person for the purpose of facilitating securities trading by that person. RCM reserves the right, when RCM deems it necessary or appropriate, to apply the requirements of the Code of Ethics to persons who are not necessarily members of your “immediate family,” as defined in the Code of Ethics.

R ULES R ELATING TO P ERSONAL S ECURITIES T RANSACTIONS

Personal securities trading by investment management personnel has come under intensive scrutiny over the last several years, and the SEC has pursued several highly publicized enforcement actions. The SEC, the Investment Company Institute (the “ICI”), and the Association for Investment Management and Research (“AIMR”) have all published reports

 

2


and established standards regarding personal securities trading by the staffs of investment management firms. In addition, the SEC has adopted rules that apply to personal securities trading by RCM personnel. As a result, all RCM employees should be careful to conduct their personal securities transactions in accordance with all of the requirements of the Code of Ethics.

G ENERAL R ULES R EGARDING P ERSONAL S ECURITIES T RADING

You and persons closely connected to you 2 must conduct your personal securities trading in a manner that does not give rise to either a conflict of interest, or the appearance of a conflict of interest, with the interests of any RCM client, including the Funds. Please bear in mind that, if a conflict of interest arises, you may be frozen in, or prohibited from trading, securities in which you have an existing position. Any losses suffered due to compliance with the requirements of the Code of Ethics are the employee’s sole responsibility. Each employee should evaluate this risk before engaging in any personal securities transaction.

The rules regarding personal securities transactions that are contained in the Code of Ethics are designed to address potential conflicts of interests and to minimize any potential appearance of impropriety. These rules include the following:

 

 

Pre-clearance of personal securities transactions

 

 

Exemption for certain types of securities, and certain types of transactions

 

 

Review of duplicate brokerage confirmations

 

 

Prohibition on personal securities transactions during a “blackout period” before and after client trades

 

 

Ban on short-term trading profits

 

 

Quarterly reporting of personal securities transactions

 

 

Securities Holdings Reports, upon employment and annually thereafter .

The details regarding each of the rules with respect to personal securities transactions are discussed in greater detail below.

E XCESSIVE T RADING IN O PEN -E ND M UTUAL F UNDS

Excessive trading 3 in open-end mutual funds for which RCM serves as the adviser or sub-adviser is strictly prohibited. Such activity can raise transaction costs for the funds, disrupt

 

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This Code of Ethics frequently describes the responsibilities of employees. However all references to employees are intended to include persons closely connected to them.

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Excessive trading will be defined by the Management Committee in its sole discretion. However, no employee may engage in roundtrip transactions that are in excess of a fund’s stated policy as disclosed in its prospectus. One roundtrip transaction is typically a purchase, a sale and then a subsequent repurchase of the same mutual fund.

 

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the fund’s stated portfolio management strategy, require a fund to maintain an elevated cash position, and result in lost opportunity costs and forced liquidations. Excessive trading in open-end mutual funds can also result in unwanted taxable capital gains for fund shareholders and reduce the fund’s long-term performance.

T HE P RE -C LEARANCE P ROCESS

As noted above, in order to avoid conflicts of interest, RCM requires written pre-clearance of purchases and sales of all publicly or privately held securities (including limited partnership interests and derivative instruments) that are or would be beneficially owned by its employees. This pre-clearance requirement is intended to protect both RCM and its employees from even the potential appearance of impropriety with respect to any employee’s personal trading activity. Whether or not you pre-clear a personal security transaction, if it is later determined that RCM was buying or selling that security (or other securities of the same issuer, or related derivative securities) for one or more clients on that day, you may be required to cancel, liquidate or otherwise unwind your trade.

The pre-clearance requirement applies to all securities, including stocks, bonds, unit trusts, partnership and similar interests, notes, warrants, or other related financial instruments such as futures and options. Pre-clearance also is required for transactions in instruments issued by foreign corporations, governments, states, or municipalities. Specific exceptions to the pre-clearance requirement are listed below. If you have any doubt as to whether the pre-clearance requirement applies to a particular transaction, please check with the Legal and Compliance Department before entering into that transaction.

The pre-clearance requirement is satisfied when either the Legal and Compliance Department confirms to the employee that their request to purchase or sell a security has been granted via the On-line Pre-Clearance Process, or when the appropriate Personal Securities Transaction Pre- Clearance Form for Partnerships and LLCs (Exhibit A-2) or Secondary Public Offerings and Private Placements (Exhibit A-3) has been completed. The procedures for using the On-line Pre-clearance Process can be obtained from the Legal and Compliance Department and are available on RCM’s Intranet site. RCM and all employees must treat the pre-clearance process as confidential and not disclose any information except as required by law or for appropriate business purposes.

Please remember that pre-clearance is not automatically granted for every trade. For example, if RCM is considering the purchase of a security in client accounts, or if an order to effect transactions in a security for one or more client accounts is open (or unfilled) on the trading desk, pre-clearance will be denied until RCM is no longer considering the purchase or sale of the security, or the order is filled or withdrawn, and until the applicable blackout period has ended.

In addition, please remember that pre-clearance is only given for the specific trade date, with the exception of limit orders. You may not change the trade date, and you may not

 

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materially increase the size of your order or limit price, without obtaining a new pre-clearance. You may, however, decrease the size of your trade without obtaining a new pre-clearance. Moreover, you need not place an order for which you have obtained pre-clearance. If you choose not to place that order, however, you must obtain a new pre-clearance if you change your mind on a later date and wish to then enter the order.

Failure to obtain appropriate pre-clearance for personal security transactions is a serious breach of RCM rules . Employees are responsible for compliance with the Code of Ethics by persons closely connected to them. If you fail to obtain pre-clearance, or if your personal transaction in a particular security is executed within the applicable blackout period, you may be required to cancel, liquidate, or otherwise unwind that transaction. In such event, you will be required to bear any loss that occurs, and any resulting profit must be donated to a charity specified by RCM (with suitable evidence of such donation provided to RCM) or forfeited to RCM, in RCM’s discretion.

All violations of the pre-clearance requirement will be reported to RCM management (including the RCM Management Committee) and, when appropriate, to the applicable Board of Directors of a funds of which RCM serves as the adviser or sub adviser. Violations may subject you to disciplinary action, up to and including discharge. The disciplinary action taken will depend on all of the facts and circumstances.

In addition, all violations of the Code of Ethics will be reported to your supervisor for their consideration during RCM’s annual performance appraisal process. Violations may result in a reduction of your overall performance rating.

Required Approval — Equity and Equity-Related Securities

For proposed transactions in common stocks, preferred stocks, securities convertible into common or preferred stock, warrants and options on common or preferred stocks, or on convertible securities the Legal and Compliance Department will receive the prior approval of each of the following persons before confirming to the employee that the proposed transaction has been approved:

 

1. The Head of Equity Trading or such person as he or she may designate during his or her absence.

 

2. An appropriate representative from the investment management staff (“Equity PMT”) who covers that security (or who would cover that security if it were followed by RCM). For this purpose, members of Equity PMT should not pre-clear any proposed transaction if they believe that RCM may effect a transaction in the subject security within the next three (3) business days.

Required Approval — Fixed Income Securities

For proposed transactions in corporate debt securities, foreign, state, or local government securities, municipal debt securities, and other types of debt securities (or options or futures on these types of securities), the Legal and Compliance Department on behalf of RCM’s

 

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employees will receive the prior approval of a fixed income manager or Caywood-Scholl Capital Management as appropriate. For this purpose, the fixed income portfolio manager or Caywood-Scholl Capital Management should not pre-clear any proposed transaction if they believe that RCM may effect a transaction in the subject security within the next three (3) business days.

As appropriate, members of the Equity PMT, the fixed income manager or Caywood-Scholl Capital Management may pre-clear, respectively, equity or fixed income security. Other Portfolio Managers and Research Analysts may pre-clear for sectors, regions or securities for which they have actual responsibility. Authorization to pre-clear employee transactions may change from time to time. While the Legal and Compliance Department will avoid such conflicts, as a general rule, no person may pre-clear for himself or herself, and no person may pre-clear in more than one capacity.

The Legal and Compliance Department will retain documentation evidencing who pre-cleared each employee transaction.

Trading Date

You must initiate all trading instructions on the date that you list as the proposed trade date. If for some reason you cannot initiate trade instructions on that date, you must resubmit your pre-clearance request to the Legal and Compliance Department for their review and possible approval. Trades that are initiated after the close of the New York Stock Exchange (1:00 P.M. in the Pacific Time zone) typically are not executed on that day; therefore, the Legal and Compliance Department will treat such trades as having been initiated on the following business day.

Ordinarily, the date on which you initiate your trade instructions should be the date on which the trade is actually executed. However, there are several exceptions to this general rule. The first involves limit, good-till-cancelled (“GTC”), and stop-loss orders. For purposes of the Code of Ethics, the trading date for a limit, GTC or a stop-loss order is the date on which you give the order to your broker, not the date on which the order is finally executed in accordance with your instructions. Therefore, if your limit, GTC or stop-loss order is entered with the broker in accordance with the pre-clearance requirements and consistent with the applicable blackout period, the subsequent execution of that trade will satisfy the requirements of the Code of Ethics, even if RCM subsequently enters trades for client accounts that are executed on the same day as your limit, GTC or stop-loss order is executed. Limit, GTC and stop-loss orders are discussed in greater detail below.

Another exception involves instructions issued by mail. For example, you may subscribe to a limited partnership by mailing in a check and a subscription form. Or you may issue instructions to purchase additional shares through a dividend reinvestment program by mailing a check to the transfer agent. In such cases, the date on which you mail the instruction is treated as the trading date for purposes of the Code of Ethics, unless you modify or cancel the instructions prior to the actual trade. And, for purposes of the applicable blackout period, the date of your trade will be deemed to be the date on which your instructions were mailed, not the date on which the trade was executed.

 

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In some cases, you may place an order for securities where the proposed trading date has not yet been established by the seller or issuer. In such cases, you should indicate, when you are requesting pre-clearance approval, that the trading date will be the date on which the seller or issuer finalizes the trade. However, if the trade is part of a secondary public offering of securities, such trades must not conflict with RCM client trades. Therefore, if RCM subsequently places an order for those securities on behalf of client accounts, you will be required to cancel or unwind your trade.

S PECIAL S ITUATIONS

From time to time, a variety of special situations can arise with respect to personal securities transactions. Based on our experience, the Code of Ethics has been tailored to accommodate the particular circumstances that may arise, and to create detailed rules that should apply in these special situations. These special situations fall into two broad categories: special types of securities, and special types of transactions.

Special Types of Securities

Personal securities transactions in certain types of instruments are not covered by all of the requirements of the Code of Ethics. A description of these instruments and requirements is set forth below. If you have any doubt as to whether transactions in a particular type of instrument must be pre-cleared, please check with the Legal and Compliance Department before the transaction.

Exempted Securities . The Code of Ethics does not apply to any of the following types of securities or instruments (“Exempted Securities”). As a result, you may engage in these transactions in any Exempted Security without obtaining pre-clearance. Except for transactions involving instruments issued by the national governments of Germany, Japan, and the United Kingdom, transactions in Exempted Securities need not be reported on your quarterly personal securities transaction report. Furthermore, the other requirements of the Code of Ethics, such as the 60-day holding period requirement and the so-called “blackout period”, do not apply to Exempted Securities. These securities and instruments include the following:

 

   

Shares of registered open-end mutual funds except funds sponsored by Allianz Global Investors and its affiliates and those open-end mutual funds advised or sub advised by RCM.

 

   

Shares of registered open-end money market mutual funds including funds sponsored by Allianz Global Investors and its affiliates.

 

   

Treasury bonds, Treasury notes, Treasury bills, U.S. Savings Bonds, and other instruments issued by the U.S. Government, and similar instruments issued by the national governments of Germany, Japan, and the United Kingdom;

 

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High quality, short-term debt instruments issued by a banking institution, such as bankers’ acceptances and bank certificates of deposit;

Similarly, the Code of Ethics does not apply to trades in derivatives based on any of these securities, except as discussed below.

Open-End and Closed-End Mutual Funds Advised or Sub Advised by AGI or its Affiliates . A 30-day holding period applies to all active purchases of the funds sponsored by Allianz Global Investors and its affiliates, including any open-end or closed-end mutual funds advised or sub advised by RCM. This holding restriction does not apply to automatic contributions to your AGI 401(k)/Retirement Plan or automatic reinvestments of dividends, income or interest received from the mutual fund.

All transactions in these funds must be executed in a brokerage account that has been disclosed to the firm, in your AGI 401(k)/Retirement Plan, or in your Deferred Compensation Plan. No transactions in these funds can be executed directly through the applicable mutual fund sponsor. The list of the funds RCM and affiliates currently manage is included on the Legal and Compliance Department’s Intranet Site under Funds Managed by RCM.

You must report all such transactions on your quarterly personal securities transaction report and report all such holdings on your annual holdings report. There are no reporting requirements for any such mutual fund transaction executed through or holdings held in the AGI 401(k)/Retirement Plan or Deferred Compensation Plan.

While open-end mutual funds advised or sub-advised by AGI or its affiliates do not require pre-clearance approval, closed-end mutual funds managed by AGI or its affiliates do. If you would like to purchase or sell a closed-end mutual fund managed by AGI or its affiliates, please contact the Legal and Compliance Department to obtain the necessary form.

Derivative Instruments . The same rules that apply to other securities apply to derivative instruments, such as options, futures, and options on futures. If the instrument underlying a derivative instrument is an instrument to which the requirements of the Code of Ethics would otherwise apply, you must satisfy the same pre-clearance procedures as if you were trading in the underlying instrument itself. Therefore, as an example, you must pre-clear transactions in options on securities, other than options and futures on Exempted Securities. (Options and futures on government securities are not subject to the pre-clearance requirements, but should be reported on your quarterly report of personal securities transactions.) Transactions in derivative instruments based on broad-based indexes of securities, such as stock index options or stock index futures need not be pre-cleared (see below.)

RCM employees should remember that trading in derivative instruments involves special risks. Derivative instruments ordinarily have greater volatility than the underlying securities. Furthermore, if RCM is trading in the underlying security on behalf of clients, you may be precluded from closing your position in a derivative instrument for a period of time, and as a result you may incur a significant loss. Such a loss would be solely your responsibility, and you should evaluate that risk prior to engaging in a transaction with respect to any derivative instrument.

 

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In addition, derivative securities ordinarily expire at a stated time. If RCM is trading in the underlying security on behalf of clients around the time of expiration, you will be unable to sell that derivative instrument at that time, unless you have given your broker, in advance, a standing instruction to close out all profitable derivatives positions on the expiration date without any further instruction from you. In such an event, you must either (a) in the case of stock options, exercise the option on the expiration date (the exercise of an option is not subject to the requirements of the Code of Ethics), or (b) allow the derivative security to expire, subject to the usual rules of the exchange on which that instrument is traded. 4

If you choose to exercise a stock option on expiration, you do not need to request pre-clearance approval from the Legal and Compliance Department. Please remember, however, that you may be required to make a substantial payment in order to exercise an option, and you must comply with the usual pre-clearance process in order to sell (or buy) the underlying security so acquired (or sold). When you request pre-clearance approval from the Legal and Compliance Department, for the underlying security, please notify the Legal and Compliance Department through email (via the “Employee Trading” email address) that the securities in question were acquired through the exercise of an option at expiration.

Stock Index Futures . The pre-clearance requirements of the Code of Ethics do not apply to purchases and sales of stock index options or stock index futures. However, such transactions must be reported on the Employee’s quarterly personal securities transactions report.

Limited and General Partnership Interests . The requirements of the Code of Ethics, including the pre-clearance requirements, apply to the acquisition of limited and general partnership interests. Once you have obtained pre-clearance to acquire a general or a limited partnership interest in a particular partnership, you are not required to pre-clear mandatory capital calls that are made to all partners thereafter. However, you are required to pre-clear capital calls that are not mandatory, and you should report such acquisitions on your quarterly report of securities transactions and on your annual statement of securities holdings.

Special Types of Transactions

Special rules apply to certain types of transactions under the Code of Ethics. In some cases (such as non-volitional trades), you may engage in these transactions without obtaining pre-clearance. In other cases (such as private placements or public offerings), the rules that apply to these transactions are more stringent than the usual rules. These special types of transactions, and the rules that apply to them, are as follows:

 

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In some cases, derivative instruments that are “in the money” will be automatically cashed out on expiration without any instruction from the holder of that security. Any action that is taken without instruction on your part does not require pre-clearance under the Code of Ethics.

 

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Private Placements . Acquisition of securities in a private placement is covered by RCM’s Code of Ethics, and is subject to special pre-clearance rules. Participation in a private placement must be pre-cleared in writing by a member of the Management Committee. No additional pre-clearance by the Trading Desk or by the Equity PMT is required. However, participation in a private placement will be promptly reported to your Division Head. A special pre-clearance form should be used for participation in private placements.

RCM employees may not invest in private placements if the opportunity to invest in that private placement could be considered a favor or gift designed to influence that employee’s judgment in the performance of his or her job duties or as compensation for services rendered to the issuer. In determining whether to grant prior approval for any investment in a private placement, RCM will consider, among other things, whether it would be possible (and appropriate) to reserve that investment opportunity for one or more of RCM’s clients, as well as whether the opportunity to invest in the private placement has been offered to the employee as a favor or a gift, or as compensation for services rendered.

In addition, investment personnel who have been authorized to acquire securities in a private placement must disclose that investment to their supervisor when they play a part in any subsequent consideration of an investment in any security of that issuer, if they still hold it. In such circumstances, any decision to purchase securities of that issuer should be subject to an independent review by investment personnel with no personal interest in the issuer, and with knowledge of the conflict of interest that may be present with respect to other investment personnel.

Limit, GTC and Stop Loss Orders . RCM employees are permitted to use limit, GTC and stop-loss orders for trading purposes. Limit, GTC and stop-loss orders must follow the usual pre-clearance mechanisms for personal securities transactions. In the case of a limit, GTC or a stop-loss order, however, the trading date is the date on which you place the order with your broker, subject to the price instructions that you have given to your broker, even if the trade is ultimately executed on a later date. If the limit, GTC or stop-loss order is not subsequently canceled or modified, but is executed without further instructions on a subsequent date, you do not need to obtain an additional pre-clearance. You should, however, report execution of that transaction on the appropriate quarterly personal securities transaction report. In addition, if you change the instructions related to any limit, GTC or stop-loss order (for example, if you change the limit price), you must obtain a new pre-clearance.

Limit, GTC and stop-loss orders create the potential for RCM employees to be trading in the same securities, at the same times, as RCM clients are trading in such securities. Because of this possibility, it is particularly important to be scrupulous about following the procedures regarding limit, GTC and stop-loss orders, and to obtain a new pre-clearance whenever you change the broker’s instructions with respect to a limit, GTC or a stop-loss order. If you follow the appropriate procedures, and if the date on which you place the order

 

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does not fall within the applicable “blackout period” described below, you will not be deemed to have violated the Code of Ethics or required to break your trade if your limit order or stop-loss order is executed on the same day as trades in that security are executed on behalf of RCM clients.

Public Offerings . Public offerings give rise to potential conflicts of interest that are greater than those that are present in other types of personal securities transactions. As a result, the following rules apply to public offerings:

 

 

Employees are prohibited from purchasing equity and equity-related securities in initial public offerings of those securities, whether or not RCM client accounts participate in the offering, except as described below.

 

 

Employees are permitted to purchase equity and equity-related securities in secondary offerings if RCM client accounts do not hold the security, and if no RCM portfolio manager wishes to participate in the offering for client accounts.

 

 

Employees are permitted to purchase equity and equity-related securities in rights offerings if the opportunity to purchase is extended equally to all holders of the company’s common stock.

 

 

Employees are permitted to purchase debt securities, such as municipal securities, in public offerings, unless RCM client accounts are participating in that offering. RCM employees cannot participate in any public offering for debt securities if RCM client accounts are participating in that offering. This limitation does not apply to auctions of Treasury securities.

 

 

Employees are permitted to purchase certain types of equity and equity-related securities (i.e., limited partnership interests, REITs) in public offerings, if RCM ordinarily does not purchase those types of securities for client accounts and in fact is not participating in the offering for client accounts. A special pre-clearance form should be used for purchases of limited partnership interests. If you have any doubt as to whether you may purchase a particular security in a public offering, please check with the Legal and Compliance Department in advance.

 

 

Any purchase of any security in a public offering, even if permitted under these rules, should be pre-cleared in writing by a member of the Management Committee, in addition to the normal pre-clearance procedures. For this purpose, it is sufficient if a member of the Management Committee signs the pre-clearance form in more than one capacity.

Non-Volitional Transactions . The pre-clearance requirements of the Code of Ethics do not apply to transactions as to which you do not exercise investment discretion at the time of the transaction. For example, if a security that you own is called by the issuer of that security, you do not need to pre-clear that transaction, and you may deliver that security without pre-clearance. Similarly, if an option that you have written is exercised against you, you may deliver securities pursuant to that option without pre-clearing that transaction. (If it

 

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is necessary to purchase securities in order to deliver them, though, you must pre-clear that purchase transaction.) Likewise, if the rules of an exchange provide for automatic exercise or liquidation of an in-the-money derivative instrument upon expiration, the exercise or liquidation of that position by the exchange does not require pre-clearance. Please remember, though, that you must report non-volitional trades on your quarterly personal securities transaction report form.

De Minimis Transactions in Certain Securities . You are not required to pre-clear de minimis transactions in certain highly liquid securities. Any de minimis transaction that you enter into would not be subject to the otherwise applicable “blackout period,” described below. For this purpose, a de minimis transaction is defined to include the following:

 

 

5000 or fewer shares of any stock that is included in any of the following stock indices (each a “De Minimis Index”):

 

  1. Top 250 companies of the S&P 500 Stock Index

 

  2. The FTSE Global 100 Index

 

  3. The Heng Seng Index.

The list of securities that are eligible for this exemption from pre-clearance and the applicable “blackout period” are included on the Legal and Compliance Department’s Intranet Site under “De Minimis Transaction Securities”. This list is updated on a quarterly basis. Only those securities included on the list will be exempt from the Code’s pre-clearance and “blackout period” requirements.

 

 

$100,000 or less of face value any obligation issues or guaranteed by the US government or any national government of a foreign country (including their agencies or instrumentalities).

 

 

Registered Closed-end Mutual Funds for which RCM or an affiliate does not serve as Adviser or Sub-Adviser (See Page 8 for restrictions that apply to transactions in those closed-end mutual funds where RCM is the adviser or sub-adviser).

 

 

Pre-approved “Exchange Traded Funds and other Commingled Products” (as defined below) that trade on U.S. markets.

The list of Exchange Traded Funds and other Commingled Products that are eligible for this exemption are included in the Legal and Compliance Department’s Intranet Site under “De Minimis Transaction Securities”. Only those securities included on the list will be eligible for this exemption from the Code’s pre-clearance and “blackout period” requirements.

For purposes of this exemption, Exchange Traded Funds and other Commingled Products are defined as securities that either track a broad based index (S&P 500, Nasdaq 100, etc.) or represent a sufficiently broad basket of individual issuers’ securities. Generally, at least 30 issuers will need to comprise such a basket, and no one issuer should account for more than 15% of the instrument, for it to be considered “sufficiently broad”. If there is a security that you believe should be exempt that is not included on this list, please contact the Legal and Compliance Department so that they can determine whether it may be added to the list.

 

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You must, however, report all such transactions on your quarterly personal securities transaction report and all holdings on your annual holdings report. It is your responsibility to make certain that the company or instrument in question is included in a De Minimis Index or is included in the eligible list of “Exchange Traded Funds and other Commingled Products” prior to entering into a transaction.

Limited Exemption from the Blackout Periods for Liquidations : You may sell up to 5,000 shares of any security, and not be subject to the applicable blackout periods, so long as the following requirements are satisfied:

 

  1. Such transactions may only be executed on dates pre-determined by the Legal and Compliance Department. These dates are posted on the Legal and Compliance Department’s Intranet Site.

 

  2. Written notification of such trades must be submitted to the Legal and Compliance Department at least 30 days prior to the pre-determined trade dates. Written notification must be provided using the form attached as Exhibit F.

 

  3. If your order is not completed by your broker on a pre-determined trade date, you must cancel the remaining uncompleted order.

 

  4. You can only provide notification of up to 6 transactions each calendar year regardless of whether or not the orders are executed.

Other Special Transactions . Special rules also apply to tender offers, participation in and purchases of securities through dividend reinvestment plans and periodic purchase plans, the receipt of stock dividends, the exercise of options or other rights. If you wish to participate in these plans or transactions (or similar plans or transactions), please contact the Legal and Compliance Department.

Gifts . Gifts of securities fall into two broad categories: (i) gifts of securities made to others; and (ii) gifts of securities received.

Gifts of securities made to others, such as relatives or charities, are treated as a disposition of beneficial ownership, and must be pre-cleared like any other securities transaction prior to transfer of the securities. Of course, given the vagaries of the securities settlement system, it may not be possible to identify with precision the date on which a gift transfer will actually take place. For that reason, RCM may, in its discretion, waive certain technical violations of the pre-clearance requirement with respect to gifts of securities, if (i) the gift transaction was pre-cleared in advance, but transfer of the securities was delayed beyond the pre-clearance date, and the securities in question were not immediately sold by the transferee, or (ii) if the facts and circumstances warrant.

Gifts of securities received depend on the nature of the gift. In the ordinary case, if you receive securities as a gift, receipt of that gift is non-volitional on your part, and you cannot control the timing of the gift. Therefore, as a practical matter, you are not required to pre-clear

 

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receipts of securities in such cases. Please remember, though, that you cannot use the gift rules to circumvent the pre-clearance requirements. Therefore, if a gift of securities that you receive is not truly non-volitional, you must pre-clear that gift like any other securities acquisition.

Proprietary Accounts . Certain accounts, including the Deferred Compensation accounts and Caywood-Scholl Capital management Profit Sharing Account, are deemed by the SEC to be “proprietary” accounts. Unless these accounts trade on RCM’s trading desk and are thus subject to the same policies and procedures as any client account, they are subject to the same rules as the personal accounts of employees. In addition, because these accounts are maintained on the records of RCM, reports of the activity of these accounts need not be filed on a quarterly or annual basis. For additional information about these accounts, please contact the Legal and Compliance Department.

Third Party Accounts

Situations sometimes arise in which you nominally have beneficial ownership over a particular account, but where in reality you do not exercise direct or indirect influence or control over that account, and where you provide no investment advice with respect to the investment decisions made with respect to that account. These accounts are referred to in the Code of Ethics as “Third Party Accounts”. A RCM employee, with the prior approval (See Exhibit B) of the Legal and Compliance Department, may be exempted from pre-clearance with respect to transactions in a Third Party Account if certain conditions are met.

If you have a Third Party Account, and if you feel that compliance with the pre-clearance and/or quarterly reporting obligations would be burdensome and unnecessary, please see the Legal and Compliance Department. Determinations as to whether to grant a waiver from the Code of Ethics will be made on a case-by-case basis. Depending on all of the facts and circumstances, additional requirements may be imposed, as deemed necessary or appropriate. Notwithstanding this limited exception, RCM reserves the right at any time, in the discretion of the General Counsel, to require reports of securities transactions in any Third Party Account for any time period and otherwise to modify or revoke a Third Party Account exception that has been granted.

B LACKOUT P ERIODS

Potential conflicts of interest are of particular concern when an employee buys or sells a particular security at or near the same time as RCM buys or sells that security for client accounts. The potential appearance of impropriety in such cases is particularly severe if that employee acts as the portfolio manager for the client accounts in question.

In order to reduce the potential for conflicts of interest and the potential appearance of impropriety that can arise in such situations, the Code of Ethics prohibits employees from trading during a certain period before and after RCM enters trades on behalf of RCM clients. The period during which personal securities transactions is prohibited is commonly referred to as a “blackout period.”

 

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The applicable blackout period will vary, depending on whether or not you are a portfolio manager.

If you are not a portfolio manager or analyst that effects transactions in portfolios the blackout period is the same day on which a trade is conducted, or on which an order is pending, for a RCM client. Therefore, as an example, if RCM is purchasing a particular security on behalf of its clients on Monday, Tuesday, and Wednesday, you may not trade in that security until Thursday.

If you are a portfolio manager or analyst that effects transactions in portfolios the blackout period will depend on whether you manage Fund portfolios or separately managed client portfolios and on whether the security complies with the de minimis transaction exemption.

 

 

For open-end and closed-end mutual funds (“Fund”) subject to the requirements under the Investment Company Act of 1940, the blackout period is seven calendar days before and seven calendar days after any trade by a Fund for whose portfolio you have investment discretion and for which pre-clearance is required. Therefore, as an example, if the PIMCO RCM Mid Cap Fund purchases a particular security on Day 8, all individuals that have investment discretion over the Allianz RCM Mid Cap Fund would be precluded (with the exception of those securities not subject to the pre-clearance requirements) from purchasing or selling that security for their own accounts from Day 1 through Day 15.

 

 

For separately managed client portfolios, the blackout period is one business day before and one business day after any trade by any such client portfolio for which you have investment discretion and for which pre-clearance is required. Therefore, as an example, if a client account trades in a particular security on Day 2, individuals who have investment discretion over that client account may not trade in that security on Day 1, Day 2, or Day 3.

 

 

For those securities that comply with the de minimis transaction exemption, the blackout period is the same day as a trade in an account over which you have investment discretion.

For information concerning the application of these rules to the RCM Deferred Compensation Plan, please contact the Legal and Compliance Department.

RCM recognizes that the application of the blackout period during the period prior to a mutual fund’s or a client’s transactions poses certain procedural difficulties and may result in inadvertent violations of the Code of Ethics from time to time. Nevertheless, virtually every industry group that has examined the issues surrounding personal securities trading has recommended the imposition of a blackout period. As a result, employees should consider carefully the potential consequences of the applicable blackout period before engaging in personal securities transactions in securities which RCM holds, or might consider holding, in client accounts.

 

15


If a previously entered employee trade falls within the applicable blackout period, the employee must reverse that trade. If the trade can be reversed prior to settlement, the employee should do so, with the cost of reversal being borne by the employee. If the trade cannot be reversed prior to settlement, then the Legal and Compliance Department, at its discretion, can require the employee to engage in an offsetting transaction or may determine another appropriate method to resolve the conflict; in such event, you will be required to bear any loss that occurs, and any resulting profit must be donated to a charity designed by RCM (with suitable evidence of such donation provided to RCM) or forfeited to RCM, in RCM’s discretion. While the Legal and Compliance Department attempts to mitigate the possibility that any employee’s transaction will conflict with this requirement, the employee assumes the risk once he or she initiates the execution of an order.

The blackout period does not apply to securities or transactions that are exempted from the requirements of the Code of Ethics or comply with the Limited Exemption from the Blackout Periods for Liquidations as described earlier in this Code. Thus, for example, the blackout period does not apply to transactions in U.S. government securities, or to non-volitional transactions. If you have any questions or doubts about the application of the blackout period to a particular situation, please consult the Legal and Compliance Department before you enter a trade.

B AN ON S HORT -T ERM T RADING P ROFITS

Short-term trading involves higher risks of front-running and abuse of confidential information. As a result, each employee’s personal securities transactions should be for investment purposes, and not for the purpose of generating short-term trading profits. As a result, RCM employees are prohibited from profiting from the purchase and sale (or in the case of short sales or similar transactions, the sale and purchase) of the same (or equivalent) securities within 60 calendar days. Therefore, as an example, if you purchase a particular security on day 1 (after pre-clearing the transaction), you may sell that security on day 61 (again, after obtaining pre-clearance) and retain the profit. If you sell the security on day 60, however, you will be required to forfeit any profit from that purchase and sale. The Legal and Compliance Department will not review how long the employee has held each security before granting pre-clearance approval. As a result, it is the employee’s sole responsibility to make sure that they comply with this requirement.

This prohibition does not apply to the following:

 

   

Exempted Securities

 

   

De minimis securities

 

   

Securities that were not held by RCM’s clients during the 12 months preceding the proposed transaction

 

   

Transactions in closed-end or open-end mutual funds advised or sub-advised by RCM (there is a 30-day holding period for these securities as described in Section 3.4.1.2)

 

16


If a violation of this prohibition results from a transaction that can be reversed prior to settlement, that transaction should be reversed. The employee is responsible for any cost of reversing the transaction. If reversal is impractical or not feasible, then any profit realized on that transaction must be donated to a charitable organization (with suitable evidence of such donation provided to RCM) or forfeited to RCM, in RCM’s discretion.

In certain instances, you may wish to sell a security within the 60-day holding period and to forfeit any gain that you may have received with respect to that transaction. If that intention is disclosed to the firm, and if you do in fact forfeit any profit that you may have received, a sale within the 60-day period will not be considered a violation of the Code of Ethics. In addition, you may sell securities at a loss within the 60-day period (subject to pre-clearance if applicable) without violating the Code of Ethics.

Please remember that you can match transactions outside the 60-day holding period in order to avoid a violation of this provision. For example, if you purchase 100 shares of a security on day 1, and 100 more shares on day 200, you can sell up to 100 shares of the total 200 shares that you hold on day 250 (because you are matching the sale on day 250 against the purchase on day 1). If you sell 200 shares on day 250, though, any profit realized on the second 100 shares would be required to be disgorged.

This prohibition may, in many instances, limit the utility of options and futures trading, short sales of securities, and other types of legitimate investment activity. In order to ameliorate the effect of this prohibition, RCM will allow employees to “tack” holding periods in appropriate circumstances. For example, if you hold an option for 30 days, then exercise the option, and continue to hold the underlying security for 30 days, you will be permitted to “tack” (i.e., add together) the holding period of the option to the holding period of the security held through exercise of the option. Similarly, if you “roll” an option or a future that is due to expire shortly into the same option or future with a longer maturity by selling the expiring instrument and simultaneously buying the longer maturity instrument, you will be permitted to “tack” the holding period of the expiring option or future to the holding period of the longer maturity instrument.

Tacking rules are complex. To avoid situations that may require you to disgorge profits, we recommend consulting the Legal and Compliance Department in any instance in which you would seek to “tack” holding periods.

In addition, short-term trading profits may be realized unintentionally, if, for example, the issuer of a particular security calls that security or becomes the subject of a takeover bid. Dividend reinvestment of shares also may inadvertently create short-term trading profits. Exceptions to the prohibition on short-term trading profits will be permitted in cases involving non-volitional trades, but only if no abuse or circumvention of the policy is involved. For example, if you purchase a security that you are aware is the subject of a takeover, you may not be permitted to keep any short-term profit resulting from a subsequent involuntary sale of that security.

Other exceptions from the prohibition against short-term trading profits may be permitted in the discretion of the Management Committee when no abuse is involved and when the

 

17


equities strongly support an exemption (for example, in the case of an unanticipated urgent need to liquidate securities to obtain cash, or where clients do not hold the securities in question).

F IDUCIARY R ESPONSIBILITY TO C LIENTS

As noted above, RCM and its employees have a fiduciary responsibility to RCM’s clients. We are required to avoid conduct that might be detrimental to their best interests, and we cannot place our own personal interests ahead of those of our clients.

In order to fulfill this duty to our clients, RCM, as a matter of policy, requires its employees to offer all investment opportunities to RCM’s clients first, subject to specific exemptions made available in this Code, before taking advantage of such opportunities themselves. Therefore, before trading in any security that is not covered by a RCM analyst, or engaging in a transaction of limited availability, the Legal and Compliance Department, as part of the pre-clearance process, will ensure that the research analyst who would follow the security 5 (for equity securities) or any senior member of the fixed income manager or Caywood-Scholl Capital Management (for fixed income securities) is aware that you have identified a security or transaction of limited availability that you believe would be a good investment, and will if necessary ask you to explain the basis for your interest in that security. If, after receiving that information, the analyst, fixed income manager or Caywood-Scholl Capital Management does not wish to recommend that security for investment to RCM clients, you are free to trade, after securing the other necessary pre-approvals. If the analyst, fixed income manager or Caywood-Scholl Capital Management expresses an interest in that security or transaction, however, you must refrain from trading in that security or engaging in that transaction until a decision has been made as to whether to purchase that security for RCM clients. In some cases, you may be required to refrain from trading for several days, until a decision is made.

We recognize that this policy may make it more difficult for RCM employees to engage in certain personal securities transactions. Nevertheless, we believe that these rules will enhance the ability of RCM to fulfill its fiduciary responsibilities to our clients.

T ECHNICAL C OMPLIANCE I S N OT S UFFICIENT

As has been stated previously in this Code, RCM and its employees are fiduciaries subject to the highest standards of care and must always act in our clients’ best interests. IT IS NOT APPROPRIATE TO RELY ON MERE TECHNICAL COMPLIANCE WITH THE RULES SET OUT IN THIS CODE. Moreover, the SEC and other regulators closely scrutinize personal securities transactions by investment professionals to ensure that they conform to fiduciary principles. As a result you should always remember that we all have an obligation to put our client’s interests ahead of our own in all circumstances.

 

5

In the event that the research analyst that would follow the security is not available, the Legal and Compliance Department will discuss the proposed investment with the Head of Research, or in his or her absence another senior member of the Equity Portfolio Management Team (“Equity PMT”). Research analysts seeking to purchase any security that they cover or would cover on behalf of RCM, but that they have not recommended for purchase in client accounts, should seek the approval of the Head of the Research Division or the Head of Equity prior to purchasing that security for their own account.

 

18


R EPORTING P ERSONAL S ECURITIES T RANSACTIONS

The Code of Ethics requires four types of reports concerning personal securities transactions. The four types of reports are as follows:

 

   

On-line and/or hard copy pre-clearance forms;

 

   

Duplicate brokerage confirmations and brokerage statements;

 

   

Quarterly reports of transactions; and

 

   

Initial and Annual Personal Holdings Reports.

Each of these reports is described in greater detail below.

All personal securities transaction reports are retained by RCM in a personal securities transactions file for each employee. If you would like to review your personal securities transactions file, please contact the Legal and Compliance Department.

Each employee’s personal securities transactions file will be kept strictly confidential (although they may be disclosed to or reviewed with RCM’s Management Committee or Senior Management). Accordingly, access to an employee’s personal securities transactions file will be limited to members of the Legal and Compliance Department, the Management Committee, appropriate RCM management personnel, and RCM’s outside counsel. In addition, please remember that RCM reserves the right, from time to time, to produce personal securities transactions records for examination by the Securities and Exchange Commission, the Federal Reserve Board, or other regulatory agencies, and may be required to provide them to other persons who are empowered by law to gain access to such materials.

Pre-Clearance Forms

Copies of all hard-copy pre-clearance forms and printouts of the emails from the Legal and Compliance Department granting pre-clearance approval are retained in each employee’s personal securities transactions file, after they have been completed and reviewed. Copies of all hard-copy forms are also returned to the employee for his or her records.

Duplicate Brokerage Confirmations

RCM verifies compliance with the pre-clearance process by reviewing duplicate brokerage confirmations. Each employee must instruct each broker-dealer with whom he or she maintains an account, and with respect to all other accounts as to which the employee is deemed to have beneficial ownership, to send directly to the Legal and Compliance Department a duplicate copy of all transaction confirmations generated by that broker-dealer for that account. RCM treats these transaction confirmations as confidential. In order

 

19


to ensure that duplicate brokerage confirmations are received for all employee trading accounts, all employees are required to complete a Trading Account Form (see Exhibit C) and to submit an updated Trading Account Form within 10 days of an account’s being added or deleted.

You and persons closely connected to you must disclose promptly every trading account that you maintain, and every new trading account that you open, to the Legal and Compliance Department. Employees are required to seek approval from RCM’s Compliance Department prior to opening brokerage accounts with more than four different broker dealers. On an annual basis the Legal and Compliance Department will ask that you confirm that the list of brokerage accounts that you have reported remains current.

Quarterly Reports of Transactions

The reporting and recordkeeping requirements of the SEC applicable to RCM as a registered investment adviser mandate that each officer, director, and employee of RCM (including the Directors) must file a Quarterly Securities Transaction Report (see Exhibit D) with the Legal and Compliance Department, within 30 days after the end of each quarter, whether or not the employee entered into any personal securities transactions during that quarter. The quarterly reporting process also enables RCM to double-check that all personal securities transactions have been appropriately pre-cleared and reported to RCM.

Initial and Annual Personal Holdings Reports

The pre-clearance and reporting process with respect to personal securities transactions is designed to minimize the potential for conflicts of interest between an employee’s personal investing and investments made by RCM on behalf of its clients. However, potential conflicts of interest can arise when a RCM employee owns a security that the firm holds, or is considering buying, on behalf of any RCM client, even if the employee does not engage at that time in a personal securities transaction. As a result, the SEC has stated flatly that an investment adviser must require its employees to disclose all of their personal holdings upon their becoming employees and at least annually thereafter.

Initial disclosure of holdings information must be made within 10 calendar days of your being employed by RCM. Annual Personal Holdings Reports (See Exhibit E) and a confirmation of current brokerage accounts must be submitted to the Legal and Compliance Department by February 14 of each year and provide information as of a date not earlier than December 31 of the preceding year. Please note that this list must include holdings in Third Party Accounts, and must state the approximate value of the position. In general , the report need not include holdings of securities that are exempted from the requirements of the Code of Ethics, such as U.S. government securities or shares of open-end mutual funds. However, transactions involving sovereign debt issued by Germany, Japan or the United Kingdom must be reported. Please be aware that reports of personal holdings may be reviewed by the Management Committee and may be disclosed, when deemed necessary or appropriate, to members of the appropriate Portfolio Management Team, to appropriate members of RCM management, and/or to RCM’s legal representatives.

 

20


W HAT B ENEFICIAL O WNERSHIP M EANS

The Code of Ethics provisions concerning reporting and prior approval cover all transactions in securities in which you (or persons closely connected to you) have a direct or indirect beneficial ownership. The term “beneficial interest” is defined in the federal securities laws and includes more than an ordinary ownership interest. Because beneficial interest can be interpreted very broadly, if you have any question concerning whether you have a beneficial interest in a security you should contact the Legal and Compliance Department. However, in general, you may be deemed to have beneficial ownership under any of the following circumstances:

 

1. You have the power to sell or transfer the security or you have the power to direct the sale or transfer;

 

2. You have the power to vote the security or the power to direct the vote;

 

3. You have an economic interest in the security; or

 

4. You have the right to acquire, within 60 days, the power to sell, the power to vote, or an economic interest in the security.

O THER C ONFLICTS OF I NTEREST

As noted earlier, conflicts of interest can also arise in situations not involving personal securities transactions. Some of the situations that have been encountered in the past are set forth below:

P ROVIDING I NVESTMENT A DVICE TO O THERS

In order to avoid conflicts with the interests of our clients, you may not provide investment advice to anyone or manage any person’s portfolio on a discretionary basis, except for RCM clients or members of your immediate family (as noted elsewhere, transactions by members of your immediate family are covered by the Code of Ethics). Thus, you should not give advice to anyone, other than members of your immediate family, concerning the purchase or sale of any security, and you should be especially cautious with respect to securities that are being purchased and sold (or are under consideration for purchase and sale) for RCM client accounts. In particular, you may not provide investment advice or portfolio management services for compensation to any person, other than a RCM client, under any circumstances, unless that arrangement is disclosed to and approved by RCM.

 

21


F AVORITISM AND G IFTS

You may not seek or accept gifts, favors, preferential treatment, or valuable consideration of any kind offered from certain persons because of your association with RCM. This prohibition applies to anyone who does business or is soliciting business with any RCM entity, as well as to any organization (such as a broker-dealer or other financial intermediary) engaged in the securities business. In addition, care should be taken to avoid the appearance of a conflict of interest that may have a potential negative impact on RCM or the recipient when giving a gift or providing entertainment to a third party. The details of this policy are explained more fully in RCM’s Gift and Entertainment Policy, which is available on the Legal and Compliance Department’s Intranet site and in RCM’s Employee Handbook.

D ISCLOSURE OF I NTERESTS OF M EMBERS OF I MMEDIATE F AMILY

The potential for a conflict of interest also can arise if a member of your immediate family is employed in the securities industry, or has an economic interest in any organization with which RCM does business. If a member of your immediate family has such an employment relationship or such an economic interest, please notify the Legal and Compliance Department promptly.

D ISCLOSURE OF I NFORMATION C ONCERNING S ECURITIES R ECOMMENDATIONS AND T RANSACTIONS

Except as may be appropriate in connection with your job responsibilities, you may not release information to any person not affiliated with RCM (except to those concerned with the transaction or entitled to the information on behalf of the client) as to the securities holdings of any client, any transactions executed on behalf of any client, or RCM’s aggregate holdings in, or trading decisions or considerations regarding, any security. In particular, you must take special precautions not to disclose information concerning recommendations, transactions, or programs to buy or sell particular securities that are not yet completed or are under consideration, except (1) as necessary or appropriate in connection with your job responsibilities, (2) when the disclosure results from the publication of a prospectus, proxy statement, or other documents, as may be required under the federal securities laws, (3) in conjunction with a regular report to shareholders or to any governmental authority resulting in such information becoming public knowledge, (4) in conjunction with any report to which persons are entitled by reason of provisions of an investment management agreement or other similar document governing the operation of RCM, (5) as may otherwise be required by law, or (6) after the information is otherwise publicly available.

P ROHIBITION ON S ERVING AS A D IRECTOR

RCM employees are prohibited from serving on the board of directors of any organization without prior approval of RCM’s Management Committee. Such approval will be given only where RCM believes that such board service will be consistent with the interests of RCM’s clients. If board service is authorized, appropriate procedures will be implemented to ensure that confidential information is not obtained or used by either the employee or RCM.

 

22


I NSIDER T RADING

All employees are required to comply with RCM’s Insider Trading Policy. The Insider Trading Policy prohibits trading, either personally or on behalf of others, on material nonpublic information, or communicating such information to others who trade in violation of law (known as “insider trading” and “tipping”). Although the pre-clearance, reporting, and trade restriction requirements of the Code of Ethics apply only to trading by employees and their members of their immediate families, the insider trading and tipping restrictions reach beyond employees’ immediate families to prohibit RCM employees from illegally profiting (or avoiding losses), or from funneling illegal profits (or losses avoided), to any other persons. They also prohibit RCM from insider trading or tipping in client accounts or the Funds. For more information, please consult the Insider Trading Policy or the Legal and Compliance Department.

P OLITICAL CONTRIBUTIONS POLICY

Making Political Contributions

One of the objectives of RCM’s Code of Ethics is to ensure that conflicts of interest do not arise as a result of an employee’s position at RCM. Contributions (financial or non-financial) made to certain political campaigns may raise potential conflicts of interest because of the ability of certain office holders to direct business to RCM. For example, significant contributions to any person currently holding a city, county or state position (Governor, or other state-wide office), or any candidate running for these offices may raise concerns. As a result, employees should seek approval from RCM’s Compliance Department before making contributions over $500 to any person currently holding these positions or running for these positions. Employees are also encouraged to seek guidance for contributions to other political offices that may have the power to influence the choice of RCM to manage a public fund.

As a general matter, contributions to candidates for U.S. President, Senate, House of Representatives and contribution to national political parties are permissible unless the candidate currently holds an office that may raise potential conflict of interest issues as described above.

Soliciting Political Contributions

In soliciting political contributions from various people in the business community, you must never allow the present or anticipated business relationships of RCM to be a factor in soliciting such contributions.

Please keep in mind that any political contributions that you make or solicit should be viewed as personal. Therefore, you should never use RCM letterhead for correspondence regarding these contributions.

 

23


P OTENTIAL C ONSEQUENCES OF V IOLATIONS ;

R ESPONSIBILITIES OF S UPERVISORS

RCM regards violations of the Code of Ethics as a serious breach of firm rules. Therefore, any employee who violates any element of the Code of Ethics (including the Gift Policy or Insider Trading Policy) may be subject to appropriate disciplinary action. Disciplinary action may include, but is not limited to, one or more of the following: 1) a written reprimand from RCM’s Management Committee that is maintained in your employee file, 2) monetary fines, 3) restrictions placed on your ability to trade in your personal account(s) and 4) termination of employment. Moreover, all employees should be aware that failure to comply with certain elements of RCM’s Code of Ethics may constitute a violation of federal and/or state law, and may subject that employee and the firm to a wide range of criminal and/or civil liability. Violations or potential violations of the Code of Ethics may be reported to federal or state authorities, such as the SEC.

In addition, the federal securities laws require RCM and individual supervisors reasonably to supervise employees with a view toward preventing violations of law and of RCM’s Code of Ethics. As a result, all employees who have supervisory responsibility should endeavor to ensure that the employees they supervise, including temporary employees and contractors, are familiar with and remain in compliance with the requirements of the Code of Ethics.

Q UESTIONS C ONCERNING THE C ODE OF E THICS

Given the seriousness of the potential consequences of violations of the Code of Ethics, all employees are urged to act seek guidance with respect to issues that may arise. Resolving whether a particular situation may create a potential conflict of interest, or the appearance of such a conflict, may not always be easy, and situations inevitably will arise from time to time that will require interpretation of the Code of Ethics to particular circumstances. Please do not attempt to resolve such questions yourself. In the event that a question arises as to whether a proposed transaction is consistent with the Code of Ethics, please address that question to the Legal and Compliance Department before the transaction is initiated.

 

24


Although the Code of Ethics addresses many possible situations, other special situations inevitably will arise from time to time. If a particular transaction or situation does not give rise to a real or potential conflict of interest, or if appropriate safeguards can be established, the Legal and Compliance Department or the Management Committee may grant exceptions to provisions of the Code of Ethics. However, there can be no guarantee that an exception will be granted in any particular case, and no exception will be granted unless it is requested before you enter into a transaction.

F ORMS TO BE E XECUTED

After you have read through all of the material included, please sign and return the acknowledgment to the Legal and Compliance Department (see Exhibit G). The Legal and Compliance Department has copies of the Personal Holdings Report available for your use. Authorization and reporting forms pertaining to securities transactions will be retained and will become a permanent part of your individual personal securities transactions file.

 

25


EXHIBIT A -1

PERSONAL SECURITIES TRANSACTION PRE-CLEARANCE FORM

 

Employee Name  

 

   Proposed Trade Date:   

 

     Note: Trading is authorized only for this date.

I hereby certify as follows:

 

1. I am familiar with RCM’s Code of Ethics, and this transaction complies in all material respects with that policy. I understand that failure to comply with the Code of Ethics may result in severe civil and criminal penalties under federal securities laws, as well as disciplinary action.

 

2. I am not aware of any material, non-public information concerning this issuer or the market for its securities.

 

3. To the best of my knowledge, except as otherwise disclosed to the Legal and Compliance Department, RCM has no plans to purchase or sell securities of this issuer within three business days of the proposed trade date.

 

Signature  

 

     Date   

 

 

Security, Name or Description:

  

 

Is this Security currently followed by a RCM analyst?

                  YES                   NO

Is this transaction of limited availability?

                  YES                   NO

Ticker Symbol:                     

     
Market                   GTC/ Limit                   Stop Loss               
Buy or Sell:  

 

    Price:  

 

AUTHORIZATION

EQUITY TRADING DEPARTMENT APPROVAL (All corporate securities, including derivatives of corporate securities). There are no orders pending for purchase or sale of the security for client accounts at this time.

 

    Initials                              Date                       

ANALYST OR PMT APPROVAL (All securities).

 

1. I do not expect that this security will be recommended shortly for purchase or sale for client accounts.

 

2. In the event the above security is not currently followed by RCM, or is a transaction of limited availability, I believe the purchase of this security for RCM accounts is inappropriate.

 

    Initials                              Date                       

COMPLIANCE DEPARTMENT APPROVAL (All securities) *

 

    Initials                              Date                       

 

*

NOTE: This approval should be obtained last .

 

A-1


EXHIBIT A-2

PERSONAL SECURITIES TRANSACTION PRE-CLEARANCE FORM

(Partnerships and LLCs)

 

Employee Name  

 

     

I hereby certify as follows:

 

1. I am familiar with RCM’s Code of Ethics, and this transaction complies in all material respects with that policy. I understand that failure to comply with the Code of Ethics may result in severe civil and criminal penalties under federal securities laws, as well as disciplinary.

 

2. I am not aware of any material, non-public information concerning this issuer or the market for its securities.

 

Signature  

 

     Date   

 

 

Proposed Trade Date:            
Transaction Type:    Limited Partnership                            General Partnership                        
   Limited Liability Company                            Other                        

 

Security Name or Description:

 

 

Number of Shares or Principal Amount:

 

 

Buy or Sell:

 

 

   

AUTHORIZATION

All Securities:

 

Management Committee Member

  Initials                              Date                       

Compliance Department Approval *

  Initials                              Date                       

 

*

NOTE: This approval should be obtained last.

 

A-2


EXHIBIT A-3

PERSONAL SECURITIES TRANSACTION PRE-CLEARANCE FORM

(Secondary Public Offerings and Private Placements)

 

Employee Name  

 

     

I hereby certify as follows:

 

1. I am familiar with RCM’s Code of Ethics, and this transaction complies in all material respects with that policy. I understand that failure to comply with the Code of Ethics may result in severe civil and criminal penalties under federal securities laws, as well as disciplinary action.

 

2. I am not aware of any material, non-public information concerning this issuer or the market for its securities.

 

3. To the best of my knowledge, except as otherwise disclosed to the Legal and Compliance Department, RCM has no plans to purchase or sell securities of this issuer within three business days of the proposed trade date, and no RCM Account holds such security.

 

Signature  

 

     Date   

 

 

Proposed Trade Date:  

 

   Note:  Trading is authorized  only  for the proposed date.

Security Name or Description:

  

 

Number of Shares or Principal Amount:

  

 

Secondary Offering:                   Private Placement:               

Market or Limit Order:

  

 

      Buy or Sell:   

 

AUTHORIZATION

All Securities:

 

Management Committee Member

    Initials                              Date                       
Purchase of this security is not appropriate for RCM accounts because:  

 

 

 

 

 

.

Compliance Department Approval *

    Initials                              Date                       

 

*

Note: This approval should be obtained last.

 

A-3


EXHIBIT B

THIRD PARTY ACCOUNT CERTIFICATION

I hereby certify as follows:

 

1. Employees of RCM Capital Management LLC, RCM Distributors LLC, Caywood-Scholl Capital Management, Inc., and Pallas Investment Partners, L.P. (collectively, “ RCM”), have a fiduciary responsibility to the clients of their employer. In order to satisfy that fiduciary responsibility and to comply with the requirements of the federal securities laws, I understand that I must adhere to certain procedures with respect to personal securities transactions in which I have a direct or indirect beneficial interest, whether or not such procedures may be burdensome or costly.

 

2. I have read and understand the RCM Code of Ethics and hereby certify that I have complied with all provisions of the Code of Ethics since the date on which I first became employed by RCM, except as otherwise disclosed to the Legal and Compliance Department of RCM.

 

3. I have asked for a waiver from the pre-trading securities transaction authorization procedures with respect to the trades for the Third Party Account (as defined in the RCM Code of Ethics) of                                          .

 

4. I hereby certify that I exercise no direct or indirect influence or control over the investment decisions for the Third Party Account.

 

5. I certify that I have not, and will not, (i) engage in discussions concerning any action that RCM may or may not take with respect to any security with any person outside of RCM, including any member of my immediate family or any person(s) who has (have) direct or indirect influence or control over the investment decisions for the Third Party Account (“Control Persons”), while I am employed at RCM, or (ii) provide investment advice to the Control Persons.

 

EMPLOYEE:    

 

   

 

Date     (Name Please Print)
   

 

    Signature

 

B-1


EXHIBIT C

LIST OF TRADING ACCOUNTS IN WHICH YOU HAVE DIRECT OR INDIRECT BENEFICIAL OWNERSHIP *

 

Institution’s Name

  

Institution’s Address

   Account Number   

Name of

Account Holder

  

Date

Account

Established

  

Relationship

                          
                          
                          
                          
                          

 

Name of Employee   

 

  
   (Please Print)   

I certify that I have disclosed to RCM Capital Management LLC, RCM Distributors LLC, Caywood-Scholl Capital Management, Inc. and Pallas Investment Partners, L.P., all trading accounts in which I have a direct or indirect beneficial interest.

 

Signature  

 

Date:  

 

 

*

Please list all accounts in which you have direct or indirect beneficial ownership (Beneficial ownership is explained in the Code of Ethics).

 

C-1


EXHIBIT D

 

     

Print Name

 

 

QUARTERLY TRANSACTION REPORT

 

     

1ST Q

       

2ND Q

       

3RD Q

       

4TH Q

    

200   

 

I had no reportable security transactions for the shaded quarter above:   

 

   Signature
The following is a complete list of all security transactions that are required to be reported under RCM’s Code of Ethics for the shaded quarter above:   

 

   Signature

 

     # OF SHARES        

SECURITY and

IDENTIFIER (ticker or other)

   ACCOUNT
NUMBER
    

DATE

   BUY    SELL    PRICE          COMMENTS
                               
                               
                               
                               
                               
                               
                               
                               
                               
                               

 

If any activity – Legal and Compliance Review:

  

 

 

D-1


LOGO

EXHIBIT E

PERSONAL HOLDINGS REPORT

I hereby certify that the following is a complete and accurate representation of my securities holdings as of                                          :

 

Print Name:  

 

          
Signed:  

 

     Date:   

 

  

 

1. EQUITY AND EQUITY-RELATED INVESTMENTS

 

Issuer and Ticker (or other

security identifier)

  

Nature of Investment

   Broker    No. of
Shares
   Principal
Amount
                     
                     
                     
                     
                     
                     
                     
                     
                     

 

E-1


2. FIXED INCOME INVESTMENTS (Debt Instruments)

 

Issuer/Title

  

Nature of Investment

   Market Value of Securities (Check One)
      Less
than
$1,000
   $1,000

$5,000
   $5,000

$25,000
   More
than
$25,000
   No
Value
Reported
                               
                               
                               
                               
                               
                               
                               
                               
                               

 

3. OTHER INVESTMENTS (Limited Partnerships, etc.)

 

Issuer

  

Nature of Investment

   Market Value of Securities (Check One)
      Less
than
$1,000
   $1,000

$5,000
   $5,000

$25,000
   More
than
$25,000
   No
Value
Reported
                               
                               
                               
                               
                               
                               
                               
                               
                               

(To be signed and returned to the Legal and Compliance Department)

 

E-2


Exhibit F

30-Day Notification Form

 

Employee Name

 

 

I hereby certify as follows:

 

1. I am familiar with RCM’s Code of Ethics, and this transaction complies in all material respects with the Code. I understand that the failure to comply with the Code of Ethics may result in severe civil and criminal penalties under federal securities laws, as well as disciplinary action.

 

2. I am not aware of any material, non-public information concerning this issuer or the market for its securities.

 

3. I agree to cancel or not execute my order on the Execution Date if (i) I become aware of any material non-public information concerning the issuer at any time prior to the execution of my order, (ii) there is any reason why this order may harm or disadvantage any portfolio managed by RCM, or (iii) the execution of the order would give rise to an appearance of impropriety.

 

Signature  

 

      Date   

 

SELL ONLY

 

Security, Name or Description:

 

 

Execution Date:  

 

     
Ticker Symbol:  

 

     Number of Shares:   

 

 

F-1


EXHIBIT G

INITIAL AND ANNUAL CERTIFICATION OF COMPLIANCE

DECLARATION:

 

  1. I have received a copy of the Code of Ethics (“the Code”) of RCM Capital Management LLC, RCM Distributors LLC, Caywood-Scholl Capital Management, Inc. and Pallas Investment Partners, L.P (collectively referred to in this Exhibit as “RCM”).

 

  2. I have read the Code and I understand it.

 

  3. As a condition of employment, I agree to comply with all the provisions of the Code and to follow the procedures outlined therein, including, but not limited to, obtaining prior approval for any personal securities transactions and making any reports as set forth therein.

 

  4. I confirm that I have complied with all of the provisions of the Code since the date of my last annual certification of compliance or the date I joined RCM, whichever is later, except as otherwise disclosed to RCM’s Chief Compliance Officer.

 

  5. I confirm that I have not exceeded the number of roundtrip transactions allowed in any mutual fund that I have invested in.

 

  6. I confirm that I have complied with RCM’s Gift and Entertainment Policy and RCM’s Insider Trading Policy since the date of my last annual certification of compliance or the date I joined RCM.

 

  7. I confirm that I have provided a full list of investment holdings held by myself and by company / trust / individuals controlled by me, in which either I or my Closely Connected Persons have a direct or indirect beneficial interest. All such information together with any report of securities transactions filed by me from time to time shall be referred to hereinafter as the “Information”.

 

  8. I consent to RCM releasing or sharing the Information to the following persons (including those located outside of the United States) for the purposes of compliance with relevant laws, rules, regulations and/or internal or group policy, applicable contractual obligations or otherwise in connection with the provision of investment management services by RCM:

 

  a. Its affiliated companies (“Affiliates”); and

 

  b. Any investment company managed by RCM, (each an “Authorized Recipient”);

 

  9. I further consent and authorize RCM and each Authorized Recipient or their authorized agents to furnish the Information to such federal, state, regional, and self-regulatory authorities (including those located outside of the United States) as may be required by law or by any applicable rules and/or regulations.

 

Page 1


  10. Unless required to be disclosed by law, rules and/or regulations, an order from a relevant regulatory authority and/or from a court of competent jurisdiction, or as otherwise expressly consented to in paragraphs 8 and 9 above, the Information shall be treated as confidential and disclosed to no one outside RCM without my consent.

 

  11. This my     ¨   Initial     ¨   Annual (Please check one) Certification of Compliance.

 

 

   

 

Date     Name (Print)
   

 

    Signature of Employee

 

Page 2


Exhibit H

Conflicts Disclosure and Certification Form

As an employee of RCM you are required to comply with the Code of Ethics which stipulates that you avoid potential or real conflicts that might interfere or appear to interfere with making decisions in the best interests of our clients. In this regard, RCM is asking all employees to report any personal conflict of interest (as described below) that you may have. In some instances conflicts might exist that require that additional controls be put into place. RCM’s Legal and Compliance Department will review your response to this questionnaire and follow-up with you if necessary.

Please read the following and then disclose any real or potential conflicts or alternatively, if no real or potential conflicts exist, please certify accordingly:

When making a determination as to what information you should disclose, consider the following:

 

   

Ask yourself whether public disclosure of the matter could embarrass RCM or lead an outside observer to believe a conflict exists, whether or not one actually does.

 

   

Identify all potential conflicts of interest, including those in which you may have been placed inadvertently due to either business, family or personal relationships with clients, vendors, business associates or competitors of the Company;

 

   

Identify any transaction or business relationship involving yourself, members of your family or other persons or organizations with which you or your family have any personal connection or financial interest.

 

   

Determine whether you work professionally with others with whom you or your family have a connection if it could be perceived as self-dealing or dealing based on your position with the firm.

If you identify a person or relationship(s) that may present a conflict, ask yourself:

 

   

Is the firm the person is associated with a public or private company that the Company invests in on behalf of clients;

 

   

Is the firm the person is associated with a financial services company that underwrites securities, produces research reports or provides brokerage services;

 

   

Is the person associated with a consultant who directs or services our clients;

 

   

Is the person associated with a regulatory agency or governmental agency;

 

   

Is the person associated with a news organization

 

Page 3


Conflicts of Interest Disclosure Form

 

Employee Name:  

 

Name of Individual With

Whom Potential Conflict

of Interest Might Exist (“Person”):

 

 

Relationship of Person to Employee:  

 

Legal Entity Where Person Is Employed:  

 

Title and Position of Person:  

 

Length of Time You’ve

Known the Person:

 

 

Please give a brief description of how this person’s relationship to you might be deemed to be either a real or potential conflict of interest to you and your responsibilities at RCM.

 

 

 

 

 

 

 

Page 4


Conflicts of Interest Certification Form

[Please complete only if you have a conflict to disclose]

I,                                                   , have disclosed on the Conflict of Interest Disclosure Form(s) attached, conflict(s) with the following individuals:

 

 

        

 

        

 

        

 

        

 

Signature

 

Print Name

 

Page 5


Conflicts of Interest Certification Form

[Please complete if you have no conflict to disclose]

I,                                          , hereby certify that I do not have any potential or real conflicts of interest to disclose to RCM. Should one subsequently develop, I will promptly disclosure it to RCM.

 

 

Signature

 

Print Name
                    

Date

 

Page 6

Exhibit (p)(29)(iv)

SECTION S

Code of Ethics

Gabelli Funds, LLC

GAMCO Asset Management Inc.

Gabelli & Company, Inc.

Teton Advisors, Inc.

Gabelli Fixed Income LLC

Gabelli Securities, Inc.

 

Each Registered Investment Company or series thereof (each of which is considered to be a Company for this purpose) for which any of the Companies listed above presently or hereafter provides investment advisory or principal underwriting services, other than a money market fund or a fund that does not invest in Securities.

     

I NTRODUCTION

This Code of Ethics establishes rules of conduct for persons who are associated with the companies named above or with the registered investment companies for which such companies provide investment advisory or principal underwriter services. The Code governs their personal investment and other investment-related activities.

The basic rule is very simple: we all have a fiduciary duty to put the client’s interests first. In particular, you are reminded that investment opportunities must be offered first to clients before the firm or staff may act on them. This is one of the important objectives that the procedures set forth in this Code are intended to accomplish. The rest of the rules elaborate this principle. Some of the rules are imposed specifically by law. For example, the laws that govern investment advisers specifically prohibit fraudulent activity, making statements that are not true or that are misleading or omit something that is significant in the context and engaging in manipulative practices. These are general words, of course, and over the years the courts, the regulators and investment advisers have interpreted these words and established codes of conduct for their employees and others who have access to their investment decisions and trading activities. Indeed, the rules obligate investment advisers to adopt written rules that are reasonably designed to prevent the illegal activities described above and must follow procedures that will enable them to prevent such activities.

 

Revised: March 5, 2008      
      INTERNAL USE ONLY
   S-1   


The purpose of this Code is to reinforce and enhance the long-standing commitment of the entire firm to the highest standards of ethical business conduct. Our business depends on our reputation for integrity and principled business conduct, and this reputation, in turn, depends on the day-to-day actions of every staff member. Accordingly, we must avoid conflicts of interest, which may occur when your private interests interfere in any way, or even appear to interfere, with the interests of the firm or its clients. A conflict situation can arise when you take actions or have interests that make it difficult for you to perform your work objectively and effectively. Your obligation to conduct the firm’s business in an ethical manner includes the ethical handling of actual or apparent conflicts of interest between personal and business relationships, including full disclosure of such conflicts. Each staff member is responsible for conducting himself in a lawful, honest and ethical manner at all times, and in accordance with all laws, rules and regulations applicable to our business, including this Code and all other internal policies and procedures adopted by the firm.

This Code is intended to assist the companies in fulfilling their obligations under the law. The first part lays out who the Code applies to, the second part deals with personal investment activities, the third part deals with other sensitive business practices, and subsequent parts deal with reporting and administrative procedures.

The Code is very important to the Companies and their staff members. Violations can not only cause the Companies embarrassment, loss of business, legal restrictions, fines, and other punishments, but for staff members, can lead to demotion, suspension, firing, ejection from the securities business, and very large fines.

 

I. A PPLICABILITY

 

  A. The Code applies to each of the following:

 

  1. The Companies named or described at the top of page one of the Code and all entities that are under common management with these Companies or otherwise agree to be subject to the Code (“Affiliates”). A listing of the Affiliates, which is periodically updated, is attached as Exhibit A.

 

  2. Any officer, director or employee of any Company, Affiliate or Fund Client (as defined below) whose job regularly involves him in the investment process. This includes the formulation and making of investment recommendations and decisions, the purchase and sale of securities for clients and the utilization of information about investment recommendations, decisions and trades. Due to the manner in which the Companies and the Affiliates conduct their business, every employee should assume that he is subject to the Code unless the Compliance Officer specifies otherwise.

 

Revised: March 5, 2008      
      INTERNAL USE ONLY
   S-2   


  3. With respect to all of the Companies, Affiliates and Fund Clients except Gabelli & Company, Inc., any natural person who controls any of the Companies, Affiliates or Fund Clients and who obtains information regarding the Companies’ or the Affiliates’ investment recommendations or decisions. However, a person whose control arises only as a result of his official position with such entity is excluded. Disinterested directors of Fund Clients and Independent Directors, for example, are excluded from coverage under this item.

 

  4. With respect to all of the Companies and Fund Clients except Gabelli & Company, Inc., any director, officer, general partner or person performing a similar function even if he has no knowledge of and is not involved in the investment process. Interested and disinterested directors of Fund Clients and Independent Directors are included in coverage under this item.

 

  5. As an exception, the Code does not apply to any director, officer or employee of any Fund Client (such as certain of The Gabelli Westwood Funds) with respect to which the Companies’ services do not involve the formulation or making of investment recommendations or decisions or the execution of portfolio transactions if that person is also a director, officer or employee of any entity that does perform such services (such as Westwood Management Corp.). These individuals are covered by codes of ethics adopted by such entities.

 

  B. Definitions

 

  1. Access Persons . The Companies and the persons described in items (A)2 and (A)3 above other than those excluded by item (A)5 above.

 

  2.

Access Person Account . Includes all advisory, brokerage, trust or other accounts or forms of direct beneficial ownership in which one or more Access Persons and/or one or more members of an Access Person’s immediate family have a substantial proportionate economic interest. Immediate family includes an Access Person’s spouse and minor children living with the Access Person. A substantial proportionate economic interest will generally be 10%

 

Revised: March 5, 2008      
      INTERNAL USE ONLY
   S-3   


 

of the equity in the account in the case of any single Access Person and 25% of the equity in the account in the case of all Access Persons in the aggregate, whichever is first applicable. Investment partnerships and similar indirect means of ownership other than registered open-end investment companies are also treated as accounts.

As an exception, accounts in which one or more Access Persons and/or their immediate family have a substantial proportionate interest which are maintained with persons who have no affiliation with the Companies and with respect to which no Access Person has, in the judgment of the Compliance Officer after reviewing the terms and circumstances, any direct or indirect influence or control over the investment or portfolio execution process are not Access Person Accounts.

As a further exception, subject to the provisions of Article II(I)7, bona fide market making accounts of Gabelli & Company, Inc. are not Access Person Accounts.

As a further exception, subject to the provisions of Article II(I)7, bona fide error accounts of the Companies and the Affiliates are not Access Person Accounts.

 

  3. Affiliated Mutual Funds . Registered open-end investment companies or series thereof advised or sub-advised by any of the Companies or their Affiliates.

 

  4. Associate Portfolio Managers . Access Persons who are engaged in securities research and analysis for designated Clients or are responsible for investment recommendations for designated Clients but who are not principally responsible for investment decisions with respect to any Client accounts.

 

  5. Clients . Investment advisory accounts maintained with any of the Companies or Affiliates by any person, other than Access Person Accounts. However, Fund Clients covered by item (A)(5) above are considered Client accounts only with respect to employees specifically identified by the Compliance Officer as having regular information regarding investment recommendations or decisions or portfolio transactions for such Fund Clients.

 

  6. Companies . The companies named or described at the top of page one of the Code.

 

Revised: March 5, 2008      
      INTERNAL USE ONLY
   S-4   


  7. Compliance Officer . The persons designated as the compliance officers of the Companies.

 

  8. Covered Persons . The Companies, the Access Persons and the persons described in item (A)4 above.

 

  9. Fund Clients . Clients that are registered investment companies or series thereof.

 

  10. Independent Directors . A director of any of the Companies or Affiliates, other than an investment advisor to a Fund Client, who would not be an “interested person” of any of such entities under Section 2(a)(19) of the Investment Company Act of 1940 but for the fact that he serves as such a director and may own beneficially securities of any such entity constituting less than 5% of the voting securities thereof and may be an associated person of or own securities in a broker-dealer or parent company thereof and who does not have any involvement in the day-to-day activities of any of the Companies or Fund Clients.

 

  11. Portfolio Managers . Access Persons who are principally responsible for investment decisions with respect to any Client accounts.

 

  12. Security . Any financial instrument treated as a security for investment purposes and any related instrument such as a futures, forward or swap contract entered into with respect to one or more securities, a basket of or an index of securities or components of securities. However, the term security does not include securities issued by the Government of the United States, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, or shares of registered open-end investment companies. Shares of affiliated registered open-end investment companies are not securities but are subject to special rules under this Code.

 

Revised: March 5, 2008      
      INTERNAL USE ONLY
   S-5   


II. R ESTRICTIONS ON P ERSONAL I NVESTING A CTIVITIES

 

  A. Basic Restriction on Investing Activities

If a purchase or sale order is pending or under active consideration for any Client account by any Company or Affiliate, neither the same Security nor any related Security (such as an option, warrant or convertible security) may be bought or sold for any Access Person Account.

 

  B. Initial Public Offerings

No Security or related Security may be acquired in an initial public offering for any Access Person Account.

 

  C. Blackout Period

No Security or related Security may be bought or sold for the account of any Portfolio Manager or Associate Portfolio Manager during the period commencing seven (7) days prior to and ending seven (7) calendar days after the purchase or sale (or entry of an order for the purchase or sale) of that Security or any related Security for the account of any Client with respect to which such person has been designated a Portfolio Manager or Associate Portfolio Manager, unless the Client account receives at least as good a price as the account of the Portfolio Manager or Associate Portfolio Manager and the Compliance Officer determines under the circumstances that the Client account has not been adversely affected (including with respect to the amount of such Security able to be bought by the Client account) by the transaction for the account of the Portfolio Manager or Associate Portfolio Manager.

 

  D. Short-term Trading and Affiliated Mutual Funds

No Security or related Security may, within a 60-day period, be bought and sold or sold and bought at a profit for any Access Person Account if the Security or related Security was held at any time during that period in any Client account. No Affiliated Mutual Fund, other than money market mutual funds, may be bought and sold within a 60-day period (measured on a last in first out basis). However, shares of Affiliated Mutual Funds held in 401(k) accounts administered by Ascensus (formerly BISYS) will not be subject to the 60-day holding period where the shares were purchased under the following circumstances:

 

   

Shares purchased by reinvestment of dividends or capital gain distributions;

 

   

Shares purchased in rollover transactions;

 

   

Shares purchased for automatic contribution election; and

 

   

Shares purchased for automated account rebalance.

 

Revised: March 5, 2008      
      INTERNAL USE ONLY
   S-6   


  E. Exempt Transactions

Participation on an ongoing basis in an issuer’s dividend reinvestment or stock purchase plan, participation in any transaction over which no Access Person had any direct or indirect influence or control and involuntary transactions (such as mergers, inheritances, gifts, etc.) are exempt from the restrictions set forth in paragraphs (A), (C) and (D) above without case by case pre-clearance under paragraph (G) below.

 

  F. Permitted Exceptions

Purchases and sales of the following Securities for Access Person Accounts are exempt from the restrictions set forth in paragraphs (A), (C) and the first sentence of paragraph (D) above if such purchases and sales comply with the pre-clearance requirements of paragraph (G) below:

 

  1. Publicly traded non-convertible fixed income Securities rated at least “A”;

 

  2. Publicly traded equity Securities of a class having a market capitalization in excess of $1.0 billion;

 

  3. Publicly traded equity Securities of a class having a market capitalization in excess of $500 million if the transaction in question and the aggregate amount of such Securities and any related Securities purchased and sold for the Access Person Account in question during the preceding 60 days does not exceed 100 shares;

 

  4. Municipal Securities; and

 

  5. Securities transactions that the Compliance Officer concludes are being effected for federal, state or local income tax purposes.

In addition, the exercise of rights that were received pro rata with other security holders is exempt.

 

Revised: March 5, 2008      
      INTERNAL USE ONLY
   S-7   


  G. Pre-Clearance of Personal Securities Transactions

No Security may be bought or sold for an Access Person Account unless: (i) the Access Person obtains prior approval from the Compliance Officer or, in the absence of the Compliance Officer, from the General Counsel of GAMCO Investors, Inc. or a designee; (ii) the approved transaction is completed on the same day approval is received; and (iii) the Compliance Officer or the General Counsel or designee does not rescind such approval prior to execution of the transaction (See paragraph I below for details of the Pre-Clearance Process.)

 

  H. Private Placements

The Compliance Officer will not approve purchases or sales of Securities that are not publicly traded, unless the Access Person provides full details of the proposed transaction (including written certification that the investment opportunity did not arise by virtue of such person’s activities on behalf of any Client) and the Compliance Officer concludes, after consultation with one or more of the relevant Portfolio Managers, that the Companies would have no foreseeable interest in investing in such Security or any related Security for the account of any Client.

 

  I. Pre-Clearance Process

 

  1. No Securities may be purchased or sold for any Access Person Account unless the particular transaction has been approved in writing by the Compliance Officer or, in his absence, the General Counsel of GAMCO Investors, Inc. or their designees. The Compliance Officer or a designee shall review not less frequently than weekly reports from the trading desk (or, if applicable, confirmations from brokers) to assure that all transactions effected for Access Person Accounts are effected in compliance with this Code.

 

  2. No Securities may be purchased or sold for any Access Person Account other than through the trading desk of Gabelli & Company, Inc., unless express permission is granted by the Compliance Officer. Such permission may be granted only on the condition that the third party broker supply the Compliance Officer, on a timely basis, duplicate copies of confirmations of all personal Securities transactions for such Access Person in the accounts maintained with such third party broker and copies of periodic statements for all such accounts.

 

Revised: March 5, 2008      
      INTERNAL USE ONLY
   S-8   


  3. A Trading Approval Form, attached as Exhibit B, must be completed and submitted to the Compliance Officer or a designee for approval prior to entry of an order.

 

  4. After reviewing the proposed trade, the level of potential investment interest on behalf of Clients in the Security in question and the Companies’ restricted lists, the Compliance Officer shall approve (or disapprove) a trading order on behalf of an Access Person as expeditiously as possible. The Compliance Officer will generally approve transactions described in paragraph (F) above unless the Security in question or a related security is on the Restricted List or the Compliance Officer believes for any other reason that the Access Person Account should not trade in such Security at such time.

 

  5. Once an Access Person’s Trading Approval Form is approved, the form must be forwarded to the trading desk (or, if a third party broker is permitted, to the Compliance Officer) for execution on the same day. If the Access Person’s trading order request is not approved, or is not executed on the same day it is approved, the clearance lapses although such trading order request may be resubmitted at a later date.

 

  6. In the absence of the Compliance Officer, an Access Person may submit his or her Trading Approval Form to the General Counsel of GAMCO Investors, Inc or a designee. Trading approval for the Compliance Officer must be obtained from the General Counsel, and trading approval for the General Counsel must be obtained from the Compliance Officer or a designee. In no case will the Trading Desk accept an order for an Access Person Account unless it is accompanied by a signed Trading Approval Form.

 

  7. The Compliance Officer shall review all Trading Approval Forms, all initial, quarterly and annual disclosure certifications and the trading activities on behalf of all Client accounts with a view to ensuring that all Covered Persons are complying with the spirit as well as the detailed requirements of this Code. The Compliance Officer will review all transactions in the market making accounts of Gabelli & Company, Inc. and the error accounts of the Companies and the Affiliates in order to ensure that such transactions are bona fide market making or error transactions or are conducted in accordance with the requirements of this Article II.

 

Revised: March 5, 2008      
      INTERNAL USE ONLY
   S-9   


III. O THER I NVESTMENT -R ELATED R ESTRICTIONS

 

  A. Gifts

No Access Person shall accept any gift or other item of more than $100 in value from any person or entity that does business with or on behalf of any Client.

 

  B. Service As a Director

No Access Person shall commence service on the Board of Directors of a publicly traded company or any company in which any Client account has an interest without prior authorization from the Compliance Committee based upon a determination that the Board service would not be inconsistent with the interests of the Clients. The Compliance Committee shall include the senior Compliance Officer of GAMCO Investors, Inc., the General Counsel of GAMCO Investors, Inc. and at least two of the senior executives from among the Companies.

 

IV. R EPORTS AND A DDITIONAL C OMPLIANCE P ROCEDURES

 

  A. Every Covered Person must submit a report (a form of which is appended as Exhibit C) containing the information set forth in paragraph (B) below with respect to transactions in any Security or Affiliated Mutual Fund in which such Covered Person has or by reason of such transaction acquires, any direct or indirect beneficial ownership (as defined in Exhibit D) in the Security, or Affiliated Mutual Fund and with respect to any account established by the Covered Person in which any Securities or Affiliated Mutual Funds were held for the direct or indirect benefit of the Covered Person; provided , however , that:

 

  1.

a Covered Person who is required to make reports only because he is a director of one of the Fund Clients and who is a “disinterested” director thereof or who is an Independent Director need not make a report with respect to any transactions other than those where he knew or should have known in the course of his duties as a director that any Fund Client has made or makes a purchase or sale of the

 

Revised: March 5, 2008      
      INTERNAL USE ONLY
   S-10   


 

same or a related Security, or the investment adviser of any such Fund Client has considered causing any Fund Client to purchase or sell the same or a related Security, within 15 days before or after the purchase or sale of such Security or related Security by such director.

 

  2. a Covered Person need not make a report with respect to any transaction effected for, and Securities and Affiliated Mutual Funds held in, any account over which such person does not have any direct or indirect influence or control; and

 

  3. a Covered Person will be deemed to have complied with the requirements of this Article IV insofar as the Compliance Officer receives in a timely fashion duplicate monthly or quarterly brokerage statements or transaction confirmations on which all transactions required to be reported hereunder are described.

 

  B. A Covered Person must submit the report required by this Article to the Compliance Officer no later than 30 days after the end of the calendar quarter in which the transaction or account to which the report relates was effected or established, and the report must contain the date that the report is submitted.

 

  1. This report must contain the following information with respect to transactions:

 

  a. The date of the transaction, the title and number of shares and the principal amount of each Security and Affiliated Mutual Fund involved;

 

  b. The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

 

  c. The price at which the transaction was effected; and

 

  d. The name of the broker, dealer or bank with or through whom the transaction was effected.

 

Revised: March 5, 2008      
      INTERNAL USE ONLY
   S-11   


  2. This report must contain the following information with respect to accounts established:

The name of the broker, dealer or bank with whom the account was established; and

The date the account was established.

 

  C. Any report submitted to comply with the requirements of this Article IV may contain a statement that the report shall not be construed as an admission by the person making such report that he has any direct or indirect beneficial ownership in the Security or Affiliated Mutual Fund to which the report relates. A person need not make any report under this Article IV with respect to transactions effected for, and Securities, and Affiliated Mutual Funds held in, any account over which the person has no direct or indirect influence or control.

 

  D. No later than 10 days after beginning employment with any of the Companies or Affiliates or otherwise becoming a Covered Person, each Covered Person (except for a “disinterested” director of the Fund Client or an Independent Director who is required to submit reports under this Article IV solely by reason of being such a director) must submit a report, which must be current as of a date no more than 45 days prior to the date of beginning employment, containing the following information:

 

  1. The title, number of shares and principal amount of each Security and Affiliated Mutual Fund in which the Covered Person had any direct or indirect beneficial ownership when the person became a Covered Person;

 

  2. The name of any broker, dealer or bank with whom the Covered Person maintained an account in which any Securities and Affiliated Mutual Fund were held for the direct or indirect benefit of the Covered Person as of the date the person became a Covered Person; and

 

  3. The date that the report is submitted.

The form of such report is attached as Exhibit E.

 

  E.

Annually each Covered Person must certify that he has read and understood the Code and recognizes that he is subject to such Code. In addition, annually each Covered Person must certify that he has disclosed or reported all personal Securities and Affiliated Mutual Fund transactions required to be disclosed or reported under the Code and that he is not subject to any regulatory disability described in the annual

 

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certification form. Furthermore, each Covered Person (except for a “disinterested” director of the Fund Client or an Independent Director who is required to submit reports under this Article IV solely by reason of being such a director) annually must submit a report containing the following information (which information must be current as of a date no more than 45 days before the report is submitted):

 

  1. The title, number of shares and principal amount of each Security and Affiliated Mutual Fund in which the Covered Person had any direct or indirect beneficial ownership;

 

  2. The name of any broker, dealer or bank with whom the Covered Person maintains an account in which any Securities and Affiliated Mutual Funds are held for the direct or indirect benefit of the Covered Person; and

 

  3. The date that the report is submitted.

The form of such certification and report is attached as Exhibit F.

 

  F. At least annually (or quarterly in the case of Items 4 and 5 below), each of the Companies that has a Fund Client or that provides principal underwriting services for a Fund Client shall, together with each Fund Client, furnish a written report to the Board of Directors of the Fund Client that:

 

  1. Describes any issues arising under the Code since the last report.

 

  2. Certifies that the Companies have developed procedures concerning Covered Persons’ personal trading activities and reporting requirements relevant to such Fund Clients that are reasonably necessary to prevent violations of the Code;

 

  3. Recommends changes, if any, to the Fund Clients’ or the Companies’ Codes of Ethics or procedures;

 

  4. Provides a summary of any material or substantive violations of this Code by Covered Persons with respect to such Fund Clients which occurred during the past quarter and the nature of any remedial action taken; and

 

  5. Describes any material or significant exceptions to any provisions of this Code of Ethics as determined under Article VI below.

 

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  G. The Compliance Officer shall notify each employee of any of the Companies or Affiliates as to whether such person is considered to be an Access Person or Covered Person and shall notify each other person that is considered to be an Access Person or Covered Person.

 

V. S ANCTIONS

The Compliance Officer or his designee will review all Trading Approval Forms, all initial, quarterly and annual disclosure certifications and the trading activities on behalf of all client accounts with a view to ensuring that all Covered Persons are complying with the spirit as well as the detailed requirements of the Code.

All violations of the Code must be reported to the Chief Compliance Officer for the appropriate registered investment adviser. In addition, if a staff member becomes aware of or suspects a violation of the Code by any other staff member, the violation or suspected violation must be promptly reported to the Chief Compliance Officer or the General Counsel. Staff members may make such reports anonymously, and will not be retaliated against by the firm for reporting conduct that may constitute a violation of the Code.

Upon discovering that a Covered Person has not complied with the requirements of this Code, the Chief Compliance Officer or the General Counsel will advise the Board of Directors of the relevant Company or of the relevant Fund Client. whichever is most appropriate under the circumstances, which may impose on that person whatever sanctions the Board deems appropriate, including, among other things, disgorgement of profit, censure, suspension or termination of employment. Material violations of requirements of this Code by employees of Covered Persons and any sanctions imposed in connection therewith shall be reported not less frequently than quarterly to the Board of Directors of any relevant Company or Fund Client, as applicable.

The General Counsel will ensure that the Fund Clients and each Gabelli entity that has a Fund Client, furnish a written report to the Board of Directors of each Fund Client, annually or quarterly as required by the Code, containing the information set forth in Section IV(F) of the Code.

 

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VI. E XCEPTIONS

The Compliance Committee of the Companies reserves the right to decide, on a case-by-case basis, exceptions to any provisions under this Code. Any exceptions made hereunder will be maintained in writing by the Compliance Committee and presented to the Board of Directors of any relevant Fund Client at its next scheduled meeting.

 

VII. P RESERVATION OF D OCUMENTS

This Code, a copy of each report by a Covered Person, any written report made hereunder by the Companies or the Compliance Officer, lists of all persons required to make reports, a list of any exceptions, and the reasons therefore, with respect to Article II.B, and any records under Article II.G with respect to purchases pursuant to Article II.H above, shall be preserved with the records of the relevant Company and any relevant Fund Client for the period required by Rule 17j-1.

In accordance with the Investment Advisers Act, the following documents also will be preserved:

 

  A. Records of all violations of the Code and any action taken as a result of such violation;

 

  B. Records of all written acknowledgements of receipt of the Code for all Access Persons for a five-year period;

 

  C. A list of all staff members who are or have been Access Persons during the past five years; and

 

  D. Records of any decision and supporting reasons for approving the acquisition of securities by Access Persons in limited offerings.

 

VIII.  O THER L AWS , R ULES AND S TATEMENTS OF P OLICY

Nothing contained in this Code shall be interpreted as relieving any Covered Person from acting in accordance with the provision of any applicable law, rule or regulation or any other statement of policy or procedure governing the conduct of such person adopted by the Companies, the Affiliates or the Fund Clients.

 

IX. F URTHER I NFORMATION

If any person has any question with regard to the applicability of the provisions of this Code generally or with regard to any Securities transaction or transactions, he/she should consult the Compliance Officer.

 

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EXHIBIT A

LIST OF AFFILIATES OF THE COMPANIES

ALCE Partners, L.P.

Darien Associates LLC

GAMCO Investors, Inc.

Gabelli Arbitrage Holdings LLC

GAMCO Asset Management (UK) Limited

Gabelli Associates Fund

Gabelli Associates Fund II

Gabelli Associates Limited

Gabelli Capital Structure Arbitrate, LP

Gabelli Capital Structure Arbitrage, Ltd.

Gabelli Direct Inc.

Gabelli Fixed Income Distributors, Inc.

Gabelli Fixed Income, Inc.

Gabelli Global Partners, L.P.

Gabelli Global Partners, Ltd.

Gabelli Intermediate Credit Fund LP

Gabelli International Gold Fund Limited

Gabelli International Limited

Gabelli International II Limited

Gabelli Multimedia Partners, L.P.

Gabelli Performance Partnership L.P.

Gabelli Securities International Limited

GGCP, Inc.

Gemini Global Partners, L.P.

Gabelli Global Partners, Ltd.

Gabelli European Partners, L.P.

Gabelli European Partners, Ltd.

Gabelli Fund, LDC

Gabelli Japanese Value Partners, LP

Gabelli Japanese Value Partners, Ltd.

Gabelli Umbrella Fund, LP

Gabelli & Partners, LLC

GAMA Select Energy Plus Fund, LP

Gabelli Trading Holdings LLC

GAMCO Asset Management (Asia) LLC

GAMCO Asset Management (Singapore) PTE. LTD.

GAMCO International Partners LLC

GAMCO Telecom Plus+ Fund, LP

 

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GAMCO Telecom Plus+ Fund, Ltd

GAMCO SRI Partners, Ltd

GAMCO Medical Opportunities, L.P.

MJG Associates, Inc.

New Century Capital Partners, L.P.

OpNet Partners, L.P.

 

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EXHIBIT B

PRE-CLEARANCE TRADING APPROVAL FORM

I,                                          (name), am an Access Person or authorized officer thereof and seek pre-clearance to engage in the transaction described below for the benefit of myself or another Access Person:

Acquisition or Disposition (circle one)

 

Name of Account:  

 

 

Account Number:  

 

 

Date of Request:  

 

 

Security:  

 

 

Amount or # of Shares:  

 

 

Broker:  

 

If the transaction involves a Security that is not publicly traded, a description of proposed transaction, source of investment opportunity and any potential conflicts of interest:

I hereby certify that, to the best of my knowledge, the transaction described herein is not prohibited by the Code of Ethics and that the opportunity to engage in the transaction did not arise by virtue of my activities on behalf of any Client.

 

Signature:  

 

   Print Name:   

 

 

Approved or Disapproved (Circle One)   
Date of Approval:   

 

     

 

Signature:  

 

   Print Name:   

 

If approval is granted, please forward this form to the trading desk (or if a third party broker is permitted, to the Compliance Officer) for immediate execution.

 

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EXHIBIT C

TRANSACTION REPORT

 

Report submitted by:  

 

 

Print Name

This transaction report (the “Report”) is submitted pursuant to Section IV (B) of the Code of Ethics of the Companies and supplies information with respect to transactions in any Security or Affiliated Mutual Fund in which you may be deemed to have, or by reason of such transaction acquire, any direct or indirect beneficial ownership interest, and with respect to accounts established by you in which any Securities or Affiliated Mutual Funds were held for your direct or indirect benefit, for the period specified below. If you were not employed by or affiliated with us during this entire period, amend the dates specified below to cover your period of employment or affiliation.

Unless the context otherwise requires, all terms used in the Report shall have the same meaning as set forth in the Code of Ethics.

If you have no reportable transactions or new accounts, sign and return this page only. If you have reportable transactions or new accounts, complete, sign and return and any attachments.

I HAD NO REPORTABLE SECURITIES OR AFFILIATED MUTUAL FUND TRANSACTIONS OR ACCOUNTS ESTABLISHED DURING THE PREVIOUS CALENDER QUARTER. I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST OF MY KNOWLEDGE, THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT.

 

Signature  

 

Position  

 

Date  

 

 

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Page 2

TRANSACTION REPORT

 

Report submitted by:  

 

 

Print Name

The following tables supply the information required by Section IV (B) of the Code of Ethics for the period specified below. Transactions reported on brokerage statements or duplicate confirmations actually received by the Compliance Officer do not have to be listed although it is your responsibility to make sure that such statements or confirmations are complete and have been received in a timely fashion. Include all transactions in Affiliated Mutual Funds.

 

TRANSACTIONS

Securities

(Name and Symbol)

  

Date of
Transaction

  

Whether Purchase, Sale,
Short Sale or Other
Type of Disposition or
Acquisition

  

Quantity of
Securities

  

Price per Share or
Other Unit

  

Name of Broker/Dealer
with or through Whom
the Transaction
was Effected

  

Nature of
Ownership of
Securities

                 
                 
                 
                 
                 

 

NEW ACCOUNTS ESTABLISHED

Name of Broker, Dealer or Bank

  

Account Number

  

Date Account Established

     
     
     
     
     
     
     

 

* To the extent specified above, I hereby disclaim beneficial ownership of any securities listed in this Report or brokerage statements or transaction confirmations provided by me.

I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST OF MY KNOWLEDGE, THE INFORMATION IN THIS REPORT IS TRUE AND CORRECT FOR THE PREVIOUS CALENDER QUARTER.

 

Signature  

 

     Date                              
Position  

 

    

 

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EXHIBIT D

BENEFICIAL OWNERSHIP

For purposes of the attached Code of Ethics, “beneficial ownership” shall be interpreted in the same manner as it would be in determining whether a person is subject to the provisions of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder, except the determination of direct or indirect beneficial ownership shall apply to all securities that a Covered Person has or acquires. The term “beneficial ownership” of securities would include not only ownership of securities held be a Covered Person for his own benefit, whether in bearer form or registered in his name or otherwise, but also ownership of securities held for his benefit by others (regardless of whether or how they are registered) such as custodians, brokers, executors, administrators, or trustees (including trusts in which he has only a remainder interest), and securities held for his account by pledges, securities owned by a partnership in which he is a member if he may exercise a controlling influence over the purchase, sale of voting of such securities, and securities owned by any corporation or similar entry in which he owns securities if the shareholder is a control-ling shareholder of the entity and has or shares investment control over the entity’s portfolio.

Ordinarily, this term would not include securities held by executors or administrators in estates in which a Covered Person is a legatee or beneficiary unless there is a specified legacy to such person of such securities or such person is the sole legatee or beneficiary and there are other assets in the estate sufficient to pay debts ranking ahead of such legacy, or the securities are held in the estate more than a year after the decedent’s death.

Securities held in the name of another should be considered as beneficially owned by a Covered Person where such person enjoys “financial benefits substantially equivalent to ownership.” The Securities and Exchange Commission has said that, although the final determination of beneficial ownership is a question to be determined in the light of the facts of the particular case, generally a person is regarded as the beneficial owner of securities held in the name of his or her spouse and their minor children. Absent special circumstances such relationship ordinarily results in such person obtaining financial benefits substantially equivalent to ownership, e.g. , application of the income derived from such securities to maintain a common home, or to meet expenses that such person otherwise would meet from other sources, or the ability to exercises a controlling influence over the purchase, sale or voting of such securities.

A Covered Person also may be regarded as the beneficial owner of securities held in the name of another person, if by reason of any contract, understanding, relationship, agreement, or other agreement, he obtains therefrom financial benefits substantially equivalent to those of ownership.

A Covered Person also is regarded as the beneficial owner of securities held in the name of a spouse, minor children or other person, even though he does not obtain therefrom the aforementioned benefits of ownership, if he can vest or revest title in himself at once or at some future time.

 

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EXHIBIT E

INITIAL HOLDINGS REPORT

 

Report submitted by:  

 

 

Print Name

This initial holdings report (the “Report”) is submitted pursuant to Section IV (D) of the Code of Ethics of the Companies and supplies information with respect to any Security and Affiliated Mutual Fund in which you may be deemed to have any direct or indirect beneficial ownership interest and any accounts established by you in which any Securities or Affiliated Mutual Funds were held for your direct or indirect benefit, as of a date no more than 45 days ago.

Unless the context otherwise requires, all terms used in the Report shall have the same meaning as set forth in the Code of Ethics.

If you have no reportable Securities, Affiliated Mutual Funds, or accounts, sign and return this page only. If you have reportable Securities, Affiliated Mutual Funds, or accounts, complete, sign and return Page 2 and any attachments.

I HAVE NO REPORTABLE SECURITIES OR AFFILIATED MUTUAL FUND ACCOUNTS AS OF                      . I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST OF MY KNOWLEDGE, THE INFORMATION FURNISHED IN THIS REPORT IS TRUE AND CORRECT.

 

Signature  

 

 

Position  

 

 

Date  

 

 

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Page 2

INITIAL HOLDINGS REPORT

 

Report submitted by:  

 

 

Print Name

The following tables supply the information required by Section IV (D) of the Code of Ethics as of the date you became subject to the Code. Include all holdings of Affiliated Mutual Funds.

 

SECURITIES HOLDINGS

Securities (Name and Symbol)

  

Quantity of Securities

  

Name of Broker/Dealer Where
Securities Are Held

  

Nature of Ownership of Securities

        
        
        
        
        
        
        
        
        
        

 

ACCOUNTS

Name of Broker, Dealer or Bank

  

Account Number

  
  
  
  
  

I CERTIFY THAT I AM FULLY FAMILIAR WITH THE CODE OF ETHICS AND THAT, TO THE BEST OF MY KNOWLEDGE, THE INFORMATION IN THIS REPORT IS TRUE AND CORRECT AS OF                              .

 

Signature  

 

     Date                              
Position  

 

    

 

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EXHIBIT F

ANNUAL CERTIFICATION OF CODE OF ETHICS

 

A. I (a Covered Person) hereby certify that I have read and understood the Code of Ethics, and recognize that I am subject to its provisions. In addition, I hereby certify that I have disclosed or reported all personal transactions in Securities and Affiliated Mutual Funds required to be disclosed or reported under the Code of Ethics;

 

B. Within the last ten years there have been no complaints or disciplinary actions filed against me by any regulated securities or commodities exchange, any self-regulatory securities or commodities organization, any attorney general, or any governmental office or agency regulating insurance, securities, commodities or financial transactions in the United States, in any state of the United States, or in any other country;

 

C. I have not within the last ten years been convicted of or acknowledged commission of any felony or misdemeanor arising out of my conduct as an employee, salesperson, officer, director, insurance agent, broker, dealer, underwriter, investment manager or investment advisor; and

 

D. I have not been denied permission or otherwise enjoined by order, judgment or decree of any court of competent jurisdiction, regulated securities or commodities exchange, self-regulatory securities or commodities organization or other federal or state regulatory authority from acting as an investment advisor, securities or commodities broker or dealer, commodity pool operator or trading advisor or as an affiliated person or employee of any investment company, bank, insurance company or commodity broker, dealer, pool operator or trading advisor, or from engaging in or continuing any conduct or practice in connection with any such activity or the purchase or sale of any security.

 

E. Unless I am exempt from filing an Annual Holdings Report (as a “disinterested” director of a Fund Client or an Independent Director of an Affiliate), I have attached a completed Annual Holdings Report which is accurate as of a date no more than 45 days ago.

 

Print Name:  

 

Signature:  

 

Date:  

 

 

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Page 2

ANNUAL HOLDINGS REPORT

 

Report submitted by:  

 

 

Print Name

The following tables supply the information required by Section IV (E) of the Code of Ethics as of a date no more than 45 days before this report is submitted. If you have no reportable Securities or Affiliated Mutual Fund holdings or accounts, write “None” in the space provided.

 

SECURITIES HOLDINGS

Securities (Name and Symbol)

  

Quantity of Securities

  

Name of Broker/Dealer Where
Securities Are Held

  

Nature of Ownership of Securities

        
        
        
        
        
        
        
        
        

 

ACCOUNTS

Name of Broker, Dealer or Bank

  

Account Number

  
  
  
  
  
  
  

 

Signature  

 

     Date                              
Position  

 

    

 

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Exhibit (p)(30)(iv)

Montag & Caldwell, Inc.

CODE OF ETHICS AND STANDARDS OF PRACTICE

As depicted in our Mission Statement (attached), Montag & Caldwell (“M&C”) is an investment counseling firm dedicated to providing effective and proper professional investment management advice to its clients. Our Firm's reputation is a reflection of our employees and their collective decisions. We select employees who meet the qualifications of experience, education, intelligence, judgment and the highest standards of moral and ethical attitudes. Our responsibility to our clients is to provide unbiased, independent judgment. In this responsibility, we frequently have knowledge of a client's financial and personal situation, and this information must always be treated in the strictest of confidence.

Each employee, and certain other individuals, are considered Access Persons since they have available to them information regarding the Firm’s investment decisions.

Under the provisions of Rule 204A-1 of the Investment Advisers Act of 1940 (“Advisers Act”), access persons are supervised individuals who have access to nonpublic information regarding clients’ purchase or sale of securities, are involved in making securities recommendations to clients or who have access to such recommendations that are nonpublic. All supervised persons will comply with applicable Federal securities laws. Supervised persons who have access to nonpublic information regarding portfolio holdings of affiliated mutual funds are also considered access persons. In addition, Rule 17j-1 under the Investment Company Act of 1940 (“1940 Act”) defines an access person as any director, officer, general partner or Advisory Person of a Fund or of a Fund’s investment adviser if they make, participate in, or obtain information regarding the purchase and sale of the fund’s securities, or if their functions relate to the making of any recommendations for such transactions. The Montag & Caldwell outside Directors are not considered access persons as defined by the aforementioned Rules and, therefore, are not subject to the Personal Securities Transactions provisions of the Code of Ethics as they are not employees, they are not privy to nonpublic information regarding portfolio holdings of affiliated mutual funds and they do not make, participate in, or obtain information regarding the purchase and sale of sub-advised funds’ securities and their functions do not relate to the making of any recommendations for such transactions. However, as supervised persons, the outside Directors are subject to and will subscribe to all other provisions of the Code of Ethics and Standards of Practice that are applicable to access persons.

To establish standards of practice and to avoid any misunderstanding by either M&C or our employees, there follows a statement of M&C’s Code of Ethics and Standards of Practice. Every Access Person will subscribe to this Code. In addition, each Access Person is required to be familiar with and subscribe to the Code of Ethics and Standards of Professional Conduct of the CFA Institute, copies of which are available from the Chief Compliance Officer (“CCO”). In particular, Standard I: Fundamental Responsibilities states that members shall:

 

  A. Maintain knowledge of and comply with all applicable laws, rules and regulations (including the CFA Institute's Code of Ethics and Standards of Professional Conduct) of any government, governmental agency, regulatory organization, licensing agency, or professional association governing the members' professional activities.


  B. Not knowingly participate or assist in any violation of such laws, rules, or regulations.

Listed below are specific areas of interest in which M&C’s position is outlined for your understanding.

Personal Securities Transactions – The General Statement of Policy – Personal Securities Transactions outlines the trading restrictions and reporting requirements in the handling of Access Persons’ personal securities transactions. Compliance with these restrictions is expected to assure that transactions for clients come before those of Access Persons.

Monitor Personal Securities Transactions – The Director of Trading will continuously review all Access Person trading activity as notification is received and will document in writing all trades that are questionable.

The CCO will review trading activity quarterly, and the Chief Investment Officer (“CIO”) will review trading activity annually.

Outside Business and Other Interests —The Firm requires that any employee, either presently involved in or considering an outside business interest with a profit or non-profit organization, submit the details of this interest to the Management Committee . The Firm needs to be aware of employees' outside interests. We wish to avoid potential conflicts of interest to insure that clients' investment alternatives are not circumscribed and that there will be no detriment to our employees' performance with the Firm. We must also be concerned as to whether there could be any M&C liability either financially or through adverse publicity.

An employee who seeks or is offered a position as an officer , trustee, director, or is employed in any other capacity in an outside enterprise must have his participation approved by the Management Committee.

Outside Directorship It is against M&C’s policy for employees to serve on the board of directors of a company whose stock could be purchased for M&C’s advisory clients.

Gifts and Entertainment —Personal gifts (including trips, favors, etc.) of significant value to employees of M&C are discouraged. Gratuitous trips and other significant favors offered to an employee should be reviewed with the CCO and/or another member of the Management Committee . Any entertainment must not be extravagant or excessive. Tickets to concerts, sporting events and the like will only be considered entertainment – as opposed to gifts – if the provider also


attends. In addition, all employees are subject to the provisions and requirements of the Montag & Caldwell Gift and Entertainment Policy (included in M&C Investment Adviser Compliance Manual).

The Use and Receipt of Inside Information —As presently determined by the courts and the Securities and Exchange Commission (“SEC”), inside information is material, non-public information. In defining inside information, generally it has had to meet the tests of materiality, non-public, known to be non-public and be a factor in the decision to act. The definition and application of inside information is continually being revised and updated by the regulatory authorities. If an employee believes that he/she is in possession of inside information, he/she should not act on it or disclose it except to the CIO, the CCO or another member of the Management Committee. It should also be noted that the SEC views the term “material non-public information” as including an adviser's securities recommendations and client securities holdings and transactions in addition to that of issuers. M&C’s Policy Statement on Non-Public Information is attached at the end of the document.

Use of Source Material —Materials (research reports, investment summaries, etc.) written by employees of M&C for distribution outside the Firm or available to outside individuals should be original information or include proper reference to sources. It is not necessary to reference publicly available information.

Privacy of Consumer Financial Information Policy M&C takes the responsibility for protecting clients’ personal financial information very seriously. We are committed to maintaining the confidentiality of information collected with regard to our relationship with our clients. Each employee certifies that he/she understands and subscribes to the Privacy Rules Policy by signing this Code of Ethics and Standards of Practice.

General Statement of Policy – Personal Securities Transactions

M&C is registered as an investment adviser with the SEC pursuant to the Advisers Act. M&C serves as investment adviser to: (a) private institutional and individual counsel clients, (b) Aston/Montag & Caldwell Growth, Mid-Cap and Balanced Funds, and (c) investment companies registered with the SEC pursuant to the 1940 Act and other international investment companies, some of which are affiliated. When used herein, the term “clients” includes any funds for which M&C may serve as adviser in the future and private counsel clients. Also, when used herein, the term Access Person includes employees of M&C and all other individuals that have access to research material or obtain information regarding the purchase or sale of securities that are subject to restrictions outlined in this Code of Ethics. These individuals are required to adhere to the policies outlined herein.

As investment adviser to its clients, M&C and each of its employees are in a fiduciary position. This requires that M&C act for the sole benefit of M&C’s clients and that each of its employees avoids those situations which may place, or appear to place, the interest of the employee in conflict with the interests of the clients of M&C. Personal investments of employees must be made in light of this standard.


This Code of Ethics and Standards of Practice has been developed to guide employees of M&C in the conduct of their personal investments. In those situations where individuals may be uncertain as to its intent or purpose, they are encouraged to consult with the CCO in order to insure the protection of M&C’s clients. The CCO may under circumstances that are considered appropriate, or after additional consultation with the Management Committee, grant exceptions to the General Statement of Policy when he / she is satisfied that the interests of M&C’s clients will not be thereby prejudiced. Any such exceptions will be documented in writing. All questions should be resolved in favor of the interest of the clients even at the expense of the interest of the Firm's employees. The Management Committee members will satisfy themselves as to the adherence to this policy through periodic reports provided by the CCO.

 

1. Application of the Statement of Policy

 

  1.1 Employees

The provisions of this Code of Ethics and Standards of Practice apply to every security transaction in which an Access Person has, or by reason of such transaction acquires, any direct or indirect beneficial interest, in any account over which he/she has any direct or indirect control. This would include security transactions within 401(k) accounts. Generally, an Access Person is regarded as having a beneficial interest in those securities held in his or her name, the name of his or her spouse, and the names of other individuals who reside with him or her although there could be other individuals that meet the criteria of beneficial interest. However, if a family member is a fee-paying client, the account will be exempt from these provisions.

A person may be regarded as having a beneficial interest in the securities held in the name of another person (individual, partnership, corporation, trust, custodian, or another entity) if by reason of any contract, understanding, or relationship he or she obtains or may obtain therefrom benefits substantially equivalent to those of ownership.

One does not derive a beneficial interest by virtue of serving as a trustee or executor unless he or she, or a member of his or her immediate family, has a vested interest in the income or corpus of the trust or estate. When an Access Person does serve in such capacity, he should at all times avoid conduct in conflict with the interest of clients of M&C.

Trading Procedures

As a guide to compliance with the Code of Ethics and Standards of Practice, if an Access Person is considering trading in a security, he/she must first check the Restricted Stock List. A security is placed on this list when M&C’s Research Department is


considering or recommends it for a “security allocation of all client accounts”. Securities that are placed on the Restricted Stock List due to recommendations enacted for client portfolios will remain on the list for at least seven days after the completion of all orders for client portfolios. Review for Code of Ethics compliance by Access Persons trading in a security for which investment decisions have been made will include the seven (7) days prior to the commencement of investment action. It will be the responsibility of the CCO or, in his or her absence, a member of the Management Committee to determine if the seven day period may be waived using the standard discussed in the General Statement of Policy. Any such waiver will be documented in writing. A security which involves a total sale of shares may be removed from the Restricted Stock List prior to the expiration of the seven day period once all such shares have been sold from all Client portfolios. The Restricted Stock List could include securities that are currently held in client portfolios, but only if Research is considering a security allocation change, i.e., increasing the position or eliminating a portion or all of a position. An Access Person may not trade in a security which is on the Restricted Stock List, and a copy of the Restricted Stock List must be attached to any order submitted by an employee to Trading.

All personal securities transactions with the exception of the SECURITIES NOT SUBJECT TO RESTRICTIONS must be executed through M&C’s trading desk. For clarification purposes, “security” is defined within the Advisers Act as follows:

“Security” means any note, stock, treasury stock, security future, bond, debenture, evidence of indebtedness, certificate of interest or participation in any profit-sharing agreement, collateral-trust certificate, preorganization certificate or subscription, transferable share, investment contract, voting trust certificate, certificate of deposit for a security, fractional undivided interest in oil, gas, or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit) or on any group or index of securities (including any interest therein or based on the value thereof), or any put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency, or, in general, any interest or instrument commonly known as a “security”, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guaranty of, or warrant or right to subscribe to or purchase any of the foregoing.

The client portfolios managed by M&C include the same securities, those of approximately 35-40 large-cap companies or 45 to 65 mid-cap companies. The exception would be securities that are purchased at the client’s request.

Security Allocation is – prompted by a decision recommended by the Research Department and approved by the portfolio managers and/or the Investment Policy Group, to take an initial position in a security across all client accounts , to eliminate a security position from all client accounts , or to decrease or increase a security position across all client accounts . An Access Person is not allowed to trade in any security that is being considered, or is in the process of a security allocation, for seven days before or after the recommended action is completed.


Security Reallocation is – prompted by a client’s action to add funds for investment to or to withdraw funds for a specific need from an existing client account. The portfolio manager will rebalance the client’s account to determine what percentage of each security should be purchased to invest the additional funds or what percentage of each security should be sold to create funds for withdrawal from the client’s account. Since M&C does not always receive advance notice of these requests, our Code will allow Access Persons to trade in securities held in client portfolios as long as they do not appear on the Restricted Stock List and there are no unexecuted client trade orders in Trading at the time the Access Person’s trade is sent to Trading and there is no knowledge by the Access Person of orders which will or should be executed on that day.

Initial Security Allocation is – prompted by M&C’s receipt of a new client's initial assets for investment. However, as with Security Reallocation, an Access Person will be permitted to trade in securities held in client portfolios as long as they do not appear on the Restricted Stock List and there are no unexecuted client trade orders in Trading.

Access Persons are required to place through the M&C trading desk all personal orders to buy or sell securities with the exception of mutual funds and money market instruments so that the desk can coordinate the execution of client versus employee personal transactions.

It is a requirement that each Access Person arrange to have duplicate confirmations sent to the attention of the Director of Trading from the broker on all transactions in all accounts covered by the Code of Ethics and Standards of Practice . If an Access Person’s broker is unable to provide such confirmations after repeated requests, M&C will request that the Access Person’s brokerage account be moved to another broker.

 

2. Trading Policies

Security transactions in accounts in which the Access Person has a beneficial interest, but over which he/she has no direct or indirect control, are not subject to the above referenced trading procedures and restriction. However, M&C must be notified of the existence of such accounts (see last paragraph of Paragraph 4.5). Likewise, security transactions in accounts over which an Access Person has control but no beneficial interest are not subject to the trading procedures and restrictions although M&C must also be notified of such accounts. Additionally, it is the responsibility of all Access Persons to notify the Director of Trading promptly of all scheduled transactions in mutual funds for which M&C serves as investment adviser as well as any subsequent modifications to the scheduled transactions.

 

  2.1 Securities Not Subject to Restrictions.

Exempt from the restrictions hereof are:

 

   

Purchases or sales of shares of mutual funds with the exception of purchases or sales of shares of the Aston/M&C Growth, Mid-Cap or


 

Balanced Funds or any affiliated funds or any other funds for which M&C serves as the investment adviser or sub-adviser. (The excepted group of funds will be subject to reporting requirements only and not to the execution requirements.)

 

   

Purchases effected upon exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent such rights are acquired from such issuer.

 

   

Purchases of Certificates of Deposits and other money market instruments (fixed income securities which mature in less than one year) and money market funds.

 

  2.2 Securities Subject to Restrictions.

No Access Person shall directly or indirectly initiate, recommend, or in any way participate in the purchase or sale of any security in which he/she has, or by reason of such transaction acquires, any beneficial interest if such security is on the Restricted Stock List.

 

3. Other Trading Policies

 

  3.1 Options

Executions of put or call options will meet the same criteria as Section 2.2 for the underlying security.

 

  3.2 Dealings with Clients

No Access Person may, directly or indirectly, sell to or purchase from a client of M&C any security with the exception of securities issued by a client.

 

  3.3 Margin Accounts

While brokerage margin accounts are discouraged, an Access Person may open or maintain a margin account for the purchase of securities only with brokerage firms with which such Access Person has maintained a regular brokerage account for a minimum of six months.

 

  3.4 New Issues ( IPO )

In view of the potential for conflicts of interest to M&C’s broker relationships, Access Persons are also discouraged from acquiring securities which are part of public offerings (especially of common stocks). Access Persons may purchase securities, which are the subject of an underwritten new issue only when the following conditions are met:

 

   

In no event if such securities are being considered for client accounts.


   

If the above does not apply, purchases can be made only if prior approval has been given by the Director of Trading who will document the reasons supporting the decision.

 

  3.5 Private Placements

No Access Person shall purchase any security, which is the subject of a private offering unless prior approval has been obtained from the Director of Trading who will document the reasons supporting the decision.

 

  3.6 Short Sales

Access Persons are prohibited from selling any security short which is held broadly in client portfolios, except that short sales may be made ‘against the box’ for tax purposes. Short sales executed by employees must also comply with the other restrictions of Section 2.

 

  3.7 Bonds (Corporate and Municipal).

On purchases and sales of $50,000 principal value or greater, personal transactions in a bond shall not be executed prior to the fulfillment of client needs with the same stated investment objectives.

 

4. Reporting Requirements

 

  4.1 M&C’s Obligation

Under Rule 204-2(a) (12) & (13), M&C is required to maintain a record of every transaction in a security, by which any employee has, or by reason of such transaction acquires, any direct or indirect beneficial ownership, except transactions effected in any account over which the employee has no direct or indirect control.

In accordance with Rule 204A-1 and under the amendment to Rule 17-j1, M&C is required to certify that it has adopted procedures reasonably necessary to prevent Access Persons from violating the investment adviser’s Code of Ethics. In addition to a record of every transaction in a security, M&C is required to maintain a record of the Access Person’s holdings report.

 

  4.2 Access Person’s Obligation

Transactions in securities in which the Access Person has, or by reason of such transaction acquires, indirect or direct beneficial ownership, subject to the exceptions of Rule 204-2 as stated above, are required to be filed with the Director of Trading.

Every Access Person must provide an initial holdings and an annual holdings report and verify quarterly the securities transactions that were executed during the prior quarter.


  4.3 Initial Holdings Report

Every Access Person must provide the Treasurer with an initial holdings report no later than 10 days after the person becomes an Access Person. This report must be current as of a date no more than 45 days prior to the date the person becomes an access person and must include:

 

   

A list of securities including the title and number of shares, the exchange ticker symbol or CUSIP number as applicable and principal amount of each covered security in which the Access Person had any direct or indirect beneficial ownership when the person became an Access Person;

 

   

The name of any broker, dealer or bank with whom the Access Person maintained an account in which any securities were held for the direct or indirect benefit of the Access Person;

 

   

The date the report is submitted by the Access Person.

 

  4.4 Annual Holdings Report

Annually, no later than February 15 th of each year, the Access Person must provide the Treasurer the following information which must be current as of a date no more than 45 days before the report is submitted –

 

   

A list of securities including the title and number of shares, the exchange ticker symbol or CUSIP number as applicable and principal amount of each covered security in which the Access Person has any direct or indirect beneficial ownership;

 

   

The name of any broker, dealer or bank with whom the Access Person maintains an account in which any securities are held for the direct or indirect benefit of the Access Person; and

 

   

The date the report is submitted by the Access Person.

 

  4.5 Quarterly Transaction Reports

No later than 10 days after the end of a calendar quarter, every Access Person must review a list of all transactions on record with the Director of Trading and sign a statement attesting that the review covers all transactions for the stated time period in all accounts covered by the Code of Ethics . The quarterly report must include the following –

 

   

The covered security in which the Access Person had any direct or indirect beneficial ownership;

 

   

The date of the transaction, title and as applicable the exchange


 

ticker symbol or CUSIP number, interest rate and maturity date, number of shares and principal amount, of each covered security involved;

 

   

The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition);

 

   

The price of the covered security at which the transaction was effected;

 

   

The name of the broker, dealer or bank with which the transaction was effected;

 

   

The date the report is submitted by the Access Person.

It is the policy of M&C that Personal Securities Trading Reports be submitted quarterly by all Access Persons whether or not securities transactions have occurred in their accounts during the period.

It is also the policy of M&C to require that an employee provide to the Treasurer on a quarterly basis information as to any new account, opened during the prior quarter, in which securities are held either for the direct or indirect benefit of the Access Person. The information would include the name of any broker, dealer or bank, the date the account was established and the date the report is submitted.

If an Access Person claims to be exempt from the reporting requirements with respect to any account in which he/she has direct or indirect beneficial ownership, but over which he/she has no direct or indirect control in the management process, he should so advise M&C by letter addressed to the CCO, reciting the name of the account, the persons or firms responsible for its management, and the fact relied on in concluding that the employee has no direct or indirect control.

 

5. Prior Clearance and Execution of Securities Transactions

It will be the responsibility of the Research Department to determine for purposes of the application of the restrictions of sub-paragraph 2.2 those securities being “considered” in accordance with guidelines developed by the Director of Research.

As a result of such determination a Restricted Stock List, based on current and upcoming recommendations of securities for purchase or sale, is made accessible to all employees through an Intranet system. This restricted list must be reviewed prior to placing an order and a copy attached to an access person’s order.

 

6. Retired Employees

Retired employees may continue to receive investment research information from M&C only so long as they agree to abide by and be subject to the Code of Ethics and Standards of Practice, including the Trading Procedures and Trading Policies set forth in Sections 1, 2 and 3 hereof and the Reporting Requirements of Section 4.


7. Sanctions

M&C will require each Access Person to read and sign annually the Code of Ethics and Standards of Practice.

Strict compliance with the provisions of the Code of Ethics and Standards of Practice shall be considered a basic provision of employment with M&C. An Access Person will be required to reverse a trade that violates this Code and to cover any loss incurred, or surrender any profit realized, from any transaction in violation of such provisions. It will be the responsibility of the CCO or the Management Committee to approve the manner in which any surrendered profit is handled. In addition, any breach of such provisions may constitute grounds for dismissal from employment with M&C.

Access Persons are urged to consider the reasons for the adoption of the Code of Ethics and Standards of Practice. M&C’s reputation for fair and honest dealing with its clients, the SEC, and the investment community in general has taken many years to build. This standing could be seriously damaged as the result of even a single transaction considered questionable in light of the fiduciary duty M&C owes to its clients. Access Persons are urged to seek the advice of the CCO when they have questions as to the application of this Statement of Policy to their individual circumstances, and Access Persons are required to report any violations of the Code of Ethics promptly to the CCO.

September 29, 2008


EMPLOYEE – MONTAG & CALDWELL, INC.

I have read the above Code of Ethics and Standards of Practice of Montag & Caldwell and subscribe to them. I understand that my commitment to compliance as demonstrated by my adherence to the Code of Ethics and Standards of Practice shall be used as a factor in my employee evaluation.

 

 

  

 

Signature    Date


SEC PROPOSED RULE 206(4)-5 “Pay to Play Prohibition”

I (did) (did not) make contributions, during the past year, to a government official that includes an incumbent, candidate or successful candidate for elective office of a government entity, or an appointee of the office, that is directly or indirectly responsible for, or can influence the outcome of the selection of an investment adviser.

Contributions to:

 

 

 
     

 

 
     

In the amount of: $                     

 

 

  

 

Signature    Date


Mission Statement

MONTAG & CALDWELL HAS LONG SOUGHT TO PROVIDE SUPERIOR

INVESTMENT RETURNS AND THE HIGHEST QUALITY SERVICE TO OUR CLIENTS

AS INVESTMENT ADVISORS, OUR MISSION HAS BEEN AND CONTINUES TO BE:

TO PROVIDE EXCELLENT CLIENT SERVICE AND TO RETAIN EVERY CLIENT OF

MONTAG & CALDWELL THAT WE CAN SERVE BENEFICIALLY

TO MAINTAIN HIGH STANDARDS OF ETHICS IN ALL OUR RELATIONSHIPS AND

TO COMPLY FULLY WITH ALL APPLICABLE LAWS AND REGULATIONS

TO ADD VALUE THROUGH OUR STRONG COMMITMENT TO PRODUCING

SUPERIOR INVESTMENT RESULTS FOR OUR CLIENTS

TO BE A FORWARD-LOOKING, PRODUCTIVE FIRM THAT PLANS, EXECUTES AND

MANAGES ITS AFFAIRS EFFECTIVELY

TO PROVIDE A WORKING ENVIRONMENT THAT MAXIMIZES EMPLOYEE

SATISFACTION, OFFERS CAREER SECURITY AND GROWING OPPORTUNITIES,

ENHANCES THE PRODUCTIVITY OF THE FIRM IN TOTAL AND ENABLES OUR

STAFF TO REACH THEIR PERSONAL GOALS

TO GROW OUR BUSINESS IN A RATIONAL AND CONTROLLED MANNER.


MONTAG & CALDWELL

2008

POLICY STATEMENT

NON-PUBLIC INFORMATION

(INSIDER-TRADING)

The Insider Trading and Securities Fraud Enforcement Act of 1988 (ITSFEA) requires all investment advisers to establish, maintain and enforce written policies and procedures designed to prevent the misuse of material non-public information by directors, officers and employees.

The roles of the Chief Compliance Officer and the Director of Trading are critical to the implementation and enforcement of Montag & Caldwell’s policy and procedures prohibiting insider trading.

Montag & Caldwell’s policy and procedures can be divided into two categories – prevention of insider trading and detection of insider trading.

 

1. Prevention of Insider Trading

To prevent insider trading –

 

   

Each employee will certify his/her understanding of this law by signing the Code of Ethics on the hire date and annually thereafter.

 

   

The Chief Compliance Officer will provide members of the Risk Management Committee with annual training on both the Code of Ethics and the Policy Statement on Non-Public Information.

 

   

Employees will certify annually that they have read and understood Montag & Caldwell’s Compliance Manual that covers Insider Transactions.

 

   

The Chief Investment Officer or the Management Committee will determine what is or is not material non-public information.

 

   

If it has been determined that an employee of Montag & Caldwell has in his or her possession material non-public information, Management will –

 

   

Implement measures to prevent dissemination of such information.

 

   

If necessary, restrict the employee from trading in the securities.

 

2. Detection of Insider Trading -

To detect insider trading, Montag & Caldwell will require:

 

   

that a copy of the Firm’s Restricted Stock List be attached to an employee or access person’s ticket for any personal security transaction.

 

   

that the Director of Trading continually review the trading activity of each employee.

 

   

a quarterly review of all employee trading activity by the Chief Compliance Officer who will provide a report to the Management Committee.


3. If the controlling entity of Montag & Caldwell is a publicly traded company, procedures will be implemented to ensure that individuals who might have access to material non-public information will neither disseminate nor act upon that information.

 

4. Security analyst actions are governed by the Montag & Caldwell Investment Principles which are included in the Internal Controls Policy. An assessment of their compensation makes clear that there is no opportunity or incentive for an analyst to make a recommendation that is inconsistent with Firm standards.

 

5. Special Reports to Management

Promptly, upon learning of a potential violation of Montag & Caldwell’s Non-Public Information (Insider-Trading) Policy , Montag & Caldwell’s Chief Compliance Officer will prepare a written report to the Management Committee providing full details and recommendations for further action.

 

6. Annual reports to Management

On an annual basis, the Chief Compliance Officer will prepare a written report to the Management Committee of Montag & Caldwell setting forth the following:

 

   

A summary of existing procedures to detect and prevent insider trading,

 

   

Full details of any investigation, either internal or by a regulatory agency, of any suspected insider trading and the results of such investigation,

 

   

An evaluation of the current procedures and any recommendations for improvement.

Exhibit (p)(33)(i)

 

LOGO    May 2007

AMENDMENT TO THE

STATE STREET GLOBAL ADVISORS / SSGA FUNDS MANAGEMENT, INC.

CODE OF ETHICS

The following amends and supplements the State Street Global Advisors (SSgA) and SSgA Funds Management, Inc. (SSgA FM) (collectively, “SSgA”) Code of Ethics dated October 2005. This Amendment should be kept with your copy of the October 2005 Code of Ethics. This Amendment and the October 2005 Code of Ethics are available on the SSgA Intranet Code of Ethics page.

All employees, officers and directors of SSgA are responsible for maintaining the highest standards of integrity and ethical business conduct.

Ethical Standards

Each SSgA employee is responsible for maintaining the highest ethical standards when conducting SSgA’s business. This means:

 

   

Each employee has a fiduciary duty to SSgA clients and must at all times place the interests of clients first and may not take advantage of client transactions.

 

   

Each employee must avoid or disclose conflicts with the interests of clients—- or even the appearance of such conflict—- whether or not there is a specific provision in the Code addressing the conflict.

All personal securities transactions of employees must be conducted consistent with the Code and in such a manner as to avoid any abuse of the employee’s position of trust and responsibility;

No employee may take inappropriate advantage of his or her position (or knowledge received thereby) or engage in any fraudulent or manipulative practice with respect to client accounts.

Code Requirements

All employees must comply with the applicable U.S. Federal Securities Laws. (This includes the Securities Act of 1933, the Securities Exchange Act of 1934, the Investment Company Act of 1940, the Investment Advisers Act of 1940, the Sarbanes-Oxley Act of 2002, Title V of the Gramm-Leach-Bliley Act, any rules adopted by the SEC under these statutes, the Bank Secrecy Act and rules adopted thereunder by the SEC or the Department of the Treasury.)

The Code further requires each employee to prepare and submit to Compliance initial, quarterly and annual personal securities holdings and transactions reports through the StarCompliance System . The Code and the StarCompliance System sets forth requirements for the time frames and information required for each of these reports, including certain information about securities owned by an employee’s family members. The reports must be submitted in the stated timeframes and contain current information and will be reviewed by Compliance.

SSgA will provide every employee with a copy of the Code and any amendments, and will require every employee to certify annually that he or she has reviewed and understands the Code and all amendments. The current Code is available on the SSgA Intranet Code of Ethics page.

Each employee must report any violation of the Code, including by other employees, to his or her local Compliance officer. Failure to comply with the Code may result in serious sanctions including reprimands, fines, disgorgement of profits, or dismissal.

If you have any question about the interpretation or applicability of any section of the Code, please consult your local Compliance officer.


S TATE S TREET G LOBAL A DVISORS

SS G A F UNDS M ANAGEMENT , I NC .

C ODE OF E THICS

O CTOBER 2005

LOGO

SSgA Funds Management, Inc.


Table of Contents

 

I.    Introduction    1
II.    Applicability    1
III.    Key Definitions    2
  

Beneficial Ownership

   2
  

Covered Securities

   2
IV.    Pre-Clearance of Personal Securities Transactions    3
V.    Restrictions    4
  

Blackout Periods

   4
  

Initial Public Offerings and Private Placements

   4
  

Options

   4
  

Mutual Funds

   5
  

Short-Term Trading and Other Restrictions

   5
VI.    Reporting Requirements    5
VII.    Standard of Conduct    8
  

Personal Trading

   8
  

Protecting Confidential Information

   8
  

Gifts and Entertainment

   9
  

Service as a Director/Outside Employment and Activities

   10
VIII.    Sanctions    10

LOGO

SSgA Funds Management, Inc.


I. INTRODUCTION

The Code of Ethics (the “Code”) is designed to reinforce State Street Global Advisors’ (“SSgA’s”)/SSgA Funds Management, Inc.’s (“SSgA FM’s”) reputation for integrity by avoiding even the appearance of impropriety in the conduct of our business. The Code sets forth procedures and limitations which govern the personal securities transactions of every SSgA/SSgA FM employee.

SSgA/SSgA FM and our employees are subject to certain laws and regulations governing personal securities trading. We have developed this Code to promote the highest standards of behavior and ensure compliance with applicable laws. In addition to the provisions outlined in this document, employees in SSgA’s Global Offices may be subject to different or additional requirements provided by their local Compliance Officer.

Employees should be aware that they may be held personally liable for any improper or illegal acts committed during their course of employment, and that “ignorance of the law” is not a defense. Employees may be subject to civil penalties such as fines, regulatory sanctions including suspensions, as well as criminal penalties.

Employees must read the Code and comply with it. Failure to comply with the provisions of the Code may result in serious sanctions including, but not limited to: disgorgement of profits, dismissal, substantial personal liability and referral to law enforcement agencies or other regulatory agencies. Employees should retain a copy of the Code in their records for future reference. Any questions regarding the Code should be directed to the Compliance and Risk Management Group or your local Compliance Officer.

General Principles

Each SSgA/SSgA FM employee is responsible for maintaining the very highest ethical standards when conducting business. More specifically, this means:

 

 

Each employee has a duty at all times to place the interests of our clients first;

 

 

All personal securities transactions must be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or other abuse of the employee’s position of trust and responsibility; and

 

 

No employee should take inappropriate advantage of his/her position or engage in any fraudulent or manipulative practice with respect to our clients’ accounts.

 

II. APPLICABILITY

SSgA/SSgA FM Employees

This Code is applicable to all SSgA and SSgA FM employees. This includes full-time, part-time, benefited and non-benefited, and exempt and non-exempt employees. Additionally, each new employee’s offer letter will include a copy of the Code of Ethics and a statement advising the individual that he/she will be subject to the Code of Ethics if he/she accepts the offer of employment. If, outside the U.S., due to local employment practices it is necessary to modify this approach then the offer letters will be revised in accordance with local law.

 

1


Family Members and Related Parties

The Code applies to the accounts of the employee, his/her spouse or domestic partner, his/her minor children, his/her adult children living at home, and any relative, person or entity for whom the employee directs the investments. Joint accounts will also need to be included if an SSgA/SSgA FM employee is one of the joint account holders.

Contractors and Consultants

Each SSgA/SSgA FM contractor/consultant/temporary employee contract will include the Code as an addendum, and each contractor/consultant/temporary employee will be required to sign an acknowledgement that he/she has read the Code and will abide by it except for the pre-clearance and reporting provisions.

Investment Clubs

An employee who is a member of an investment club is subject to the pre-clearance and reporting requirements of the Code with respect to the transactions of the investment club. Additionally, memberships in Investment Clubs will require prior approval of the Compliance and Risk Management Group.

 

III. KEY DEFINITIONS

BENEFICIAL OWNERSHIP

For purposes of the Code, “Beneficial Ownership” shall be interpreted in the same manner as it would be in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934 (“Exchange Act”) in determining whether a person is subject to the provisions of Section 16 under the Exchange Act and the rules and regulations thereunder.

COVERED SECURITIES

For purposes of the Code, “Security” shall have the meaning set forth in Section 2(a)(36) of the Investment Company Act of 1940 (“1940 Act”). This definition of “Security” includes, but is not limited to: any note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificates of interest or participation in any profit-sharing agreement, any put, call, straddle, option or privilege on any Security or on any group or index of Securities, or any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency. Further, for the purpose of the Code, “Security” shall include any commodity contracts as defined in Section 2(a)(1)(A) of the Commodity Exchange Act. This definition includes but is not limited to futures contracts on equity indices.

Covered securities will also include exchange traded funds (“ETFs”) advised or sub-advised by SSgA/SSgA FM or any equivalents in local non-US jurisdictions, single stock futures and both the U.S. Securities and Exchange Commission (“SEC”) and Commodity Futures Trading Commission (“CFTC”) regulated futures.

“Security” shall not include direct obligations of the government of the United States or any other sovereign country or supra-national agency, bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements, variable and fixed insurance products, and interests in IRC Section 529 plans.

 

2


IV. PRE-CLEARANCE OF PERSONAL SECURITIES TRANSACTIONS

Unless the investment type is exempted for pre-clearance purposes, all employees must request and receive pre-clearance prior to engaging in the purchase or sale of a security. Although a request may need to be pre-cleared, it may be subject to the de minimis exception which would permit a trade to be automatically pre-approved due to its size. All pre-clearance requests will be made by submitting a Pre-Trade Authorization Form (“PTAF”) via the Code of Ethics Compliance system.

Pre-clearance approval is only good until midnight local time of the day when approval is obtained. “Good-till-cancelled” orders are not permitted. “Limit” orders must receive pre-clearance every day the order is open.

As there could be many reasons for pre-clearance being granted or denied, employees should not infer from the pre-clearance response anything regarding the security for which pre-clearance was requested.

De Minimis Exception

Employee transactions effected pursuant to the de minimis exception remain subject to the pre-clearance and reporting requirements of the Code. A “de minimis transaction” is a personal trade that meets the following conditions: A transaction of less than US $30,000 or the local country equivalent, 2,000 shares or units, and not more than 1% of the average daily trading volume in the security for the preceding 5 trading days.

Exempted Securities

Pre-clearance by employees is not required for the following transactions:

 

 

Transactions made in an account where the employee pursuant to a valid legal instrument has given full investment discretion to an unaffiliated/unrelated third party;

 

 

Purchases or sales of direct obligations of the government of the United States or other sovereign government or supra-national agency, high quality short-term debt instruments, bankers acceptances, certificates of deposit (“CDs”), commercial paper, repurchase agreements, and securities issued by open-end investment companies (e.g., mutual funds) not advised or sub-advised by SSgA/SSgA FM;

 

 

Automatic investments in programs where the investment decisions are non-discretionary after the initial selections by the account owner (although the initial selection requires pre-clearance);

 

 

Investments in dividend reinvestment plans;

 

 

Purchases or sales of variable and fixed insurance products and IRC Section 529 plans;

 

 

Exercised rights, warrants or tender offers;

 

3


 

General obligation municipal bonds, transactions in Employee Stock Ownership Programs (“ESOPs), and Share Builder and similar services; and

 

 

Securities received via a gift or inheritance.

State Street Stock

Except as permitted in the following paragraph, any discretionary purchase or sale (including the exercising of options) of State Street stock, including shares in a 401(k) plan, needs to be pre-cleared subject to the de minimis requirements. This does not affect the current policy where an employee may trade State Street stock (“STT”) or exercise options obtained pursuant to employee compensation plans on a specific day pursuant to State Street corporate policy.

Because STT stock may only be purchased on behalf of SSgA and SSgA FM clients following index investment objectives, employees may trade shares in STT or exercise options obtained pursuant to employee compensation plans above the de minimis requirements during certain trading windows established by STT (generally, from the third through the twelfth business day after the quarterly earnings release by the Corporation). Employees will be notified via e-mail when this period commences. During this period, all employees remain subject to the Insider Trading and Tipping rules in the Code of Ethics and Standard of Conduct.

 

V. RESTRICTIONS

BLACKOUT PERIODS

Subject to the de minimis exception, employees may not trade in a covered security on any day that a client account/fund has a pending buy or sell order in the same covered security.

In addition, subject to the de minimis exception, an employee may not buy or sell a security that a client account/fund has traded within 7 calendar days on either side of the fund’s/ account’s execution date.

INITIAL PUBLIC OFFERINGS AND PRIVATE PLACEMENTS

Employees are prohibited from acquiring securities through an allocation by the underwriter of an initial public offering (“IPO”). There is an exception for a situation where the spouse/domestic partner, with prior written disclosure to and written approval from a Senior Compliance Officer in the office where the staff member is principally employed, could acquire shares in an IPO of his/her employer.

In addition, employees are prohibited from purchasing securities in a private offering unless the purchase is approved in writing by a Senior Compliance Officer. Private placements include certain co-operative investments in real estate, commingled investment vehicles such as hedge funds, and investments in family owned businesses. Time-shares and cooperative investments in real estate used as a primary or secondary residence are not considered to be private placements.

OPTIONS

Employees are prohibited from buying or selling options. There is an exception for employees who have received options from a prior employer. In those instances, the exercising or selling of options received from the prior employer is subject to the pre-clearance and reporting requirements of this Code.

 

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MUTUAL FUNDS

SSgA/SSgA FM employee investments in any mutual funds that are advised or sub-advised by SSgA FM or certain affiliates are subject to a ninety (90) calendar day holding period. These transactions are also subject to the pre-clearance and reporting requirements of this Code.

The current list of SSgA FM and certain affiliates’advised and sub-advised mutual funds is maintained by the Compliance and Risk Management Group and is located on the Code of Ethics Intranet page. Investments in money market funds or short-term income funds advised or sub-advised by SSgA FM are exempt from these requirements.

SHORT-TERM TRADING AND OTHER RESTRICTIONS

The following restrictions apply to all securities transactions by employees:

 

 

Short-Term Trading. Employees are prohibited from the purchase and sale or sale and purchase of the same securities within sixty (60) calendar days. Mutual funds advised or sub- advised by SSgA FM or certain affiliates are subject to a ninety (90) day holding period.

 

 

Excess Trading. While active personal trading may not in and of itself raise issues under applicable laws and regulations, we believe that a very high volume of personal trading can be time consuming and can increase the possibility of actual or apparent conflicts with portfolio transactions. Accordingly, an unusually high level of personal trading activity is strongly discouraged and may be monitored by the Compliance and Risk Management Group to the extent appropriate for the category of person, and a pattern of excessive trading may lead to the taking of appropriate action under the Code.

 

 

Front Running. Employees may not engage in “front running,” that is, the purchase or sale of securities for their own accounts on the basis of their knowledge of SSgA’s/SSgA FM’s trading positions or plans.

 

 

Material Nonpublic Information. Employees possessing material nonpublic information regarding any issuer of securities must refrain from purchasing or selling securities of that issuer until the information becomes public or is no longer considered material.

 

 

Shorting of Securities. Employees may not engage in the practice of shorting securities.

 

VI. REPORTING REQUIREMENTS

All Securities are subject to the reporting requirements of the Code except the following:

 

 

Direct Obligations of any sovereign government or supra-national agency;

 

 

Bankers’ acceptances, bank certificates of deposit, commercial paper and high quality short- term debt instruments, including repurchase agreements;

 

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Shares issued by open-end mutual funds and ETFs not advised or sub-advised by SSgA FM or certain affiliates;

 

 

Investments in dividend reinvestment plans; and

 

 

Variable and fixed insurance products and IRC Section 529 plans.

IRC 401(k) plans are also exempt from the reporting requirements except: (i) self-directed brokerage accounts and (ii) investments in State Street stock. Employees must report holdings of or transactions in ESOPs or pension or retirement plans if they have a direct or indirect Beneficial Ownership interest in any Covered Securities held by the plan.

Additionally, securities received via a gift or inheritance are required to be reported, but are not subject to the pre-clearance requirements of the Code.

 

a. Initial Holdings Reports

Within ten (10) calendar days of being hired by SSgA/SSgA FM, each employee must provide the Compliance and Risk Management Group with a statement of all securities holdings and brokerage accounts. More specifically, each employee must provide the following information:

 

   

The title, number of shares and principal amount of each Security in which the employee had any direct or indirect Beneficial Ownership when the person became an employee;

 

   

The name of any broker, dealer or bank with whom the employee maintained an account in which any securities were held for the direct or indirect benefit of the employee as of the date the person became an employee; and

 

   

The date the report is submitted by the employee.

 

b. Duplicate Statements and Confirmations

Upon SSgA/SSgA FM employment and for any accounts opened during employment, an employee must instruct his/her broker-dealer, trust account manager or other entity through which he/she has a securities trading account to send directly to our Compliance and Risk Management Group:

 

   

Trade confirmation summarizing each transaction; and

 

   

Periodic statements.

This applies to all accounts in which an employee has direct or indirect Beneficial Ownership. A sample letter with the Compliance address is located on the Code of Ethics Intranet page.

 

c. Quarterly Transaction Reports

Each employee is required to submit quarterly his/her Quarterly Securities Report within ten (10) calendar days of each calendar quarter end to the Compliance and Risk Management Group. The form for making this report will be provided to each employee on a quarterly basis.

 

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Specific information to be provided includes:

 

  1. With respect to any transaction during the quarter in a Security in which any employee had any direct or indirect Beneficial Ownership:

 

   

The date of the transaction, the title, the interest rate and maturity date (if applicable), the number of shares and the principal amount of each Security involved;

 

   

The nature of the transaction, (i.e., purchase, sale, or other type of acquisition or disposition);

 

   

The price of the Security at which the transaction was effected;

 

   

The name of the broker, dealer or bank with or through which transaction was effected; and

 

   

The date that the report is submitted by the employee.

 

  2. With respect to any account established by the employee in which any securities were held during the quarter for the direct or indirect benefit of the employee:

 

   

The name of the broker, dealer, or bank with whom the employee established the account;

 

   

The date the account was established; and

 

   

The date the report is submitted by the employee.

 

d. Annual Holdings Reports

Each employee is required to submit annually (i.e., once each and every calendar year) a list of holdings, which is current as of a date no more than thirty (30) days before the report is submitted. In addition, each employee is required to certify annually that he/she has reviewed and understands the provisions of the Code. The forms for making these reports will be provided to each employee on an annual basis.

Specific information to be provided includes:

 

   

The title, number of shares and principal amount of each Covered Security in which the employee had any direct or indirect beneficial ownership;

 

   

The name of any broker, dealer or bank with whom the employee maintains an account in which any securities are held for the direct or indirect benefit of the employee; and

 

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The date that the report is submitted by the employee.

 

VII. STANDARD OF CONDUCT

PERSONAL TRADING

All State Street employees, including SSgA/SSgA FM employees, are required to follow the provisions outlined in State Street Corporation’s Corporate Standard of Conduct. The Standard of Conduct includes a policy on Personal Trading which all State Street employees must follow in addition to any additional personal trading policies implemented by their business areas. The policy includes the following list of provisions:

 

 

Employees will not buy or sell securities (or recommend their purchase or sale) based upon “inside information.”

 

 

Employees will not sell State Street securities short.

 

 

Employees will not engage in options trading or hedging transactions in State Street securities.

 

 

Employees will not sell the securities of a customer short when we, as individual employees, are directly responsible for providing services to that customer.

 

 

Employees will not buy options in the securities of a customer (unless conducted as part of a hedging strategy) when we, as individual employees, are directly responsible for providing services to that customer.

 

 

Employees will not purchase securities of an issuer when State Street is involved in the underwriting or distribution of the securities.

 

 

Employees will not buy or sell securities based upon our knowledge of the trading position or plans of State Street or a customer.

 

 

Employees will not buy or sell securities based upon anticipated research recommendations. (Employees are required to wait at least 3 business days following public dissemination of a recommendation made by State Street prior to making a personal trade. Some business units may impose a longer restriction period.)

 

 

Employees will not use their influence as State Street employees to accept preferential treatment from an issuer or broker with respect to an investment opportunity, nor from a broker with respect to the fees charged in relation to conducting a personal securities transaction.

 

 

Employees will not originate a rumor nor participate in the circulation of one concerning any publicly traded security, particularly the securities of State Street or any customer of State Street.

 

 

Employees allow trading of customer accounts and for State Street’s own account to precede personal trades if the personal trades could affect the market price of a security.

 

 

Employees will not invest in the securities of a supplier or vendor to State Street, if they as individual employees, have substantial responsibility for representing State Street in its relationship with that firm.

PROTECTING CONFIDENTIAL INFORMATION

Employees may receive information about SSgA/SSgA FM, State Street Bank & Trust Company, State Street Corporation, their clients and other parties that, for various reasons, should be treated as confidential. All employees are expected to strictly comply with measures necessary to preserve the confidentiality of the information.

 

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Insider Trading and Tipping

The misuse of material nonpublic information, or inside information, constitutes a fraud under the securities laws of the United States and many other countries. Fraudulent misuse of inside information includes buying or selling securities while in possession of material nonpublic information for an employee or employee-related account, a proprietary account or for the account of any client. Fraudulent misuse of inside information also includes disclosing or tipping such information to someone else who then trades on it, or using such information as a basis for recommending the purchase or sale of a security. Information is material when it has market significance and there is a likelihood that a reasonable investor would consider the information important in deciding whether to buy or sell the securities of the company involved. It is nonpublic if it has not been broadly disseminated.

In no event, may any employee who receives inside information use that information to trade or recommend securities affected by such information for personal benefit, the benefit of SSgA/SSgA FM or any affiliate or the benefit of a third party. More specifically:

 

 

No employee may, while in possession of inside information affecting a security, purchase or sell such security for the account of such employee, a client or any other person or entity.

 

 

No employee may disclose inside information to any person outside of SSgA/SSgA FM. However, discussions with legal counsel and disclosures authorized by the client in furtherance of a related project or transaction are permitted.

 

 

No employee may recommend or direct the purchase from or sale of a security to anyone while in the possession of inside information, however obtained.

GIFTS AND ENTERTAINMENT

All employees are required to follow the Corporate Standard of Conduct’s Gifts and Entertainment Policy. The policy includes the following provisions:

 

 

Employees should avoid any excessive or disreputable entertainment that would reflect unfavorably on State Street;

 

 

Employees do not offer or accept cash or its equivalent as a gift;

 

 

Employees recognize that promotional gifts such as those that bear the logo of a company’s name or that routinely are made available to the general public are generally acceptable business gifts;

 

 

Employees fully, fairly and accurately account on the books and records of State Street for any expense associated with a gift or entertainment; and

 

 

Employees do not accept any gift or bequest under a will or trust from a customer of State Street.

For purposes of the SSgA/SSgA FM Code, the gifts and entertainment limit will be $250.00 or the local equivalent. In order for an employee to accept a gift above the limit, he/she must obtain prior written approval from his/her manager and provide a copy of the approval to the Chief Compliance Officer.

 

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SERVICE AS A DIRECTOR/OUTSIDE EMPLOYMENT AND ACTIVITIES

All employees are required to comply with the Corporate Standard of Conduct’s Conflicts from Outside Activities Policy. The policy includes the following provisions:

 

 

Employees are to avoid any business activity, outside employment or professional service that competes with State Street or conflicts with the interests of State Street or its customers.

 

 

An employee is required to obtain the approval of his/her Area Executive before becoming a director, officer, employee, partner or sole proprietor of a “for profit” organization. The request for approval should disclose the name of the organization, the nature of the business, whether any conflicts of interest could reasonably result from the association, whether fees, income or other compensation will be earned and whether there are any relationships between the organization and State Street. The request for approval along with the preliminary approval of the Area Executive is subject to the final review and approval of the State Street General Counsel and the Chief Executive Officer.

 

 

Employees do not accept any personal fiduciary appointments such as administrator, executor or trustee other than those arising from family or other close personal relationships.

 

 

Employees do not use State Street resources, including computers, software, proprietary information, letterhead and other property in connection with any employment or other activity outside State Street.

 

 

Employees disclose to their Area Executive any situation that could present a conflict of interest or the appearance of a conflict with State Street and discuss how to control the risk.

When completing their annual certification acknowledging receipt and understanding of the Code of Ethics, SSgA/SSgA FM employees will be asked to disclose all outside affiliations. Any director/trustee positions with public companies or companies likely to become public are prohibited without prior written approval from the employees’ Area Executive.

 

VIII. SANCTIONS

Upon discovering a violation of this Code by an employee or his/her family member or related party, the Code of Ethics Review Committee may impose such sanctions as it deems appropriate, including, among other things, the following:

 

 

A letter of censure to the violator;

 

 

A monetary fine levied on the violator;

 

 

Suspension of the employment of the violator;

 

 

Termination of the employment of the violator;

 

 

Civil referral to the SEC or other civil regulatory authorities determined by SSgA/SSgA FM; or

 

 

Criminal referral – determined by SSgA/SSgA FM.

Examples of possible sanctions include, but are not limited to:

 

 

A warning letter, with a cc: to the employee’s manager, for a first time pre-clearance or reporting violation;

 

 

Monetary fines and disgorgement of profits when an employee profits on the purchase of a security he/she should not purchase; and

 

 

Recommendation for suspension or termination if an employee is a serial violator of the Code.

 

10


Appeals Process

If an employee decides to appeal a sanction, he/she should contact Human Resources.

 

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Exhibit (p)(41)(iv)

Bridgeway Funds, Inc.

Bridgeway Capital Management, Inc. 1

Code of Ethics and Personal Trading Policy

As Amended on May 16, 2008

I. Overview

Too frequently, a focus on money and its management leads to compromises in integrity, conflicts of interest, and loss of broader perspective. We seek to address each of these areas in this Code of Ethics (“Code”) adopted by Bridgeway Funds, Inc. (the “Funds”) and Bridgeway Capital Management, Inc. (the “Adviser” or “Bridgeway”). Each person (including the Adviser’s directors) when joining Bridgeway, and annually thereafter, is required to certify in writing compliance with the Code. A glossary of terms is located at Appendix A.

This Code has been adopted by Fund and the Adviser in compliance with Rule 17j-1 (the “Rule”) under the Investment Company Act of 1940 (the “1940 Act”) and Rule 204A-1 under the Investment Advisers Act of 1940 (the “Advisers Act”). Any material change to this Code must be approved by the Funds’ Board of Directors and the Adviser’s Compliance Committee.

The Adviser’s Chief Compliance Officer or designee (“CCO”) is responsible for the administration of this Code. Any questions related to the Code should be directed to the CCO.

II. Frequently Asked Questions

 

A. Who is an Access Person ?

Because Bridgeway is a small company, accessibility to proprietary and corporate information is fairly common and routine. Essentially, all Bridgeway partners, staff and directors of the Adviser are considered Access Persons . Therefore, a partner or staff person “becomes” an Access Person upon being hired. See Appendix A for the complete definition of who is an Access Person . Reporting requirements for Access Persons include those accounts in which the Access Person has direct or indirect Beneficial Ownership. See below and Appendix A for a more detailed explanation of Beneficial Ownership or Beneficial Interest . Notwithstanding the foregoing, an Access Person does not include those persons deemed to be Exempt-Access Persons .

 

B. Which Securities are Subject to this Code?

This Code applies to all investments in Covered Securities .

A “ Covered Security ” means all securities described in Section 2(a)(36) of the 1940 Act and Section 202(a)(18) of the Advisers Act except (i) securities that are direct obligations of the Government of the United States, such as Treasury bills, notes and bonds and derivatives thereof, (ii) bankers’ acceptances, (iii) bank certificates of deposit, (iv) commercial paper, (v) high quality short-term debt instruments (including repurchase agreements), (vi) shares of money market funds, (vii) shares of registered, open-end mutual funds (other than shares of Advised Funds ), and (viii) shares issued by unit investment

 

1 In the spirit of Bridgeway Capital Management’s non-hierarchical corporate structure, staff members refer to one another as “partners.” Bridgeway Capital Management, Inc. is an S-Corporation. The use of the term does not imply a partnership organizational structure. The use of the term “partner” in this document refers to any member of the Bridgeway Capital Management staff.


trusts that are invested exclusively in one or more open-end funds (none of which are Advised Funds ). Please note that shares of closed-end funds are included under the definition of Covered Security . Furthermore, all shares of Exchange-Traded Funds (“ ETFs ”), whether organized as open-end funds or otherwise, are considered Covered Securities for purposes of this Code.

To clarify, a Covered Security includes shares of an Advised Fund and shares of a unit investment trust that invests in an Advised Fund . Therefore, the purchase or sale of shares of an Advised Fund as well as the purchase or sale of shares issued by unit investment trusts that are invested in an Advised Fund are subject to reporting under the Code (although as indicated below do not require pre-clearance).

 

C. Which Accounts are Covered by this Code?

This Code covers all personal securities accounts and transactions in which an Access Person has direct or indirect Beneficial Ownership . This may include accounts not only in the names of Access Persons , but other accounts not registered in their names, including accounts held for their benefit, by certain family members and by certain trusts, estates, partnerships and corporations. Accounts managed by another investment adviser in which the Access Person has no direct or indirect influence or control over investment decisions made for that account are not covered by this Code.

See Appendix A for a more complete description of the definition of Beneficial Ownership and the types of accounts that are subject to this Code. The following is an example of a transaction that is subject to reporting under this Code (this example is not meant to cover all cases, but only to show how the Code works in a particular fact situation):

Example : The wife of an Access Person has a custodial account for a minor child. Because of the Beneficial Ownership provisions, this is an account subject to the Code. The account holds Covered Securities . The Covered Securities are sold. This transaction is reportable under the Code and subject to the pre-clearance requirements (as discussed below).

III. Standards of Conduct

 

  A. Adviser’s Business Values

As highlighted in the Adviser’s mission statement, our primary role is a financial one. As stewards of other people’s money, we are required to act for their benefit, while subordinating our personal interests to advance their interests. Accordingly, we strive to:

 

   

uphold the highest standards of integrity .

 

   

maintain a long term risk-adjusted investment performance record in the top 5% of investment advisers,

 

   

provide friendly, quality service , and

 

   

achieve a superior (efficient) cost structure.

Our four business values are stated in order; it is not by accident that integrity is at the top of this list. We will not compromise integrity to excel in any other area. Long term, we believe our commitment to integrity will actually contribute to better investment performance, service quality, and efficiency as well - but even if it doesn’t - integrity will prevail. We look for ways to challenge each other positively to strive to meet this ideal. Material breaches of this Code will be dealt with at the highest level (at a minimum in discussion with the Funds’ Board of

 

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Directors and the Adviser’s Compliance Committee) and could result in a variety of disciplinary actions including, but not limited to, a written warning, fines, disgorgement, probation or loss of employment. The Code is not just a document to read once and put away. Issues of integrity are a part of our normal business activity, and the Adviser’s staff discusses them as they arise.

 

  B. Conflicts of Interest

We seek to manage conflicts of interest in the best interest of our Clients . Bridgeway believes that a “Conflict of Interest” occurs when the interests of Bridgeway, its partners, other personnel, the Bridgeway Charitable Foundation and/or other third parties are placed ahead or could potentially be placed ahead of the interests of its Clients . This definition also includes conflicts between Clients or groups of Clients and situations where personnel could receive personal profits and/or benefits. The Adviser maintains a conflicts of interest policy addressing the identification and management of the Adviser’s conflicts of interests.

 

  C. Disclosure and Confidentiality

All partners (and the Adviser’s directors) are required to zealously protect the confidentiality of our investment management techniques and non-public information on our Clients and shareholders. Our Confidentiality Agreement, which all partners (and the Adviser’s directors) sign, formalizes this process.

 

  D. Gifts

A partner may not accept any gifts over $100 in value from any one person or entity doing business with or potentially doing business with the Adviser or Funds on a calendar year basis, excluding perishable items. Perishable items may be accepted and shared with other partners to the extent possible. Gifts received by a partner with a value greater than $10 must be reported to Compliance and may be auctioned off if desired. The proceeds of all auctions will be donated to charities or charitable projects. See Gift and Business Entertainment Policy for additional details.

 

  E. Charitable Contributions

Partners may not make charitable contributions to organizations with the intention of unduly influencing (either directly or indirectly via the charitable contribution matching program) a third-party that has a current relationship with the Adviser and/or Funds or is considered a business prospect.

 

  F. Our Word

One’s verbal or written commitment affects others’ perceptions of our integrity. When we are unable to meet a commitment we try to inform, and as appropriate, to renegotiate the terms of our commitment.

 

  G. Peer Accountability and Communication

We encourage our partners to have open and honest communication to help each other uphold our core values, build a participant environment for all partners and strengthen accountability of our teams. We are committed to this endeavor as evidenced by our weekly staff meetings and periodic training to improve our communication skills.

 

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  H. Serving on Company Boards

Any partner’s (or director’s) participation on the board of directors of a for-profit public or private company must be cleared by the CCO and reported to the Adviser’s Compliance Committee. Non-profit board positions must be reported to the CCO. Serious consideration must be given to the appropriateness of such relationships, potential conflicts of interest, and insider trading considerations. See the Adviser’s Supervision of Outside Activities policy for further information.

 

  I. Loss of Broader Perspective

We fight the tendency toward financial myopia through training, company-wide discussions, and encouraging a strong and positive life outside work.

 

  J. Compliance With Federal Securities Laws

Each partner (and the Adviser’s directors) shall comply with applicable Federal Securities Laws .

 

  K. Unlawful Actions

It is unlawful for any affiliated person of or principal underwriter for a Fund, or any affiliated person of an investment adviser of or principal underwriter for a Fund, in connection with the purchase or sale, directly or indirectly, by the person of a Security Held or to be Acquired by the Fund :

 

  1. To employ any device, scheme or artifice to defraud the Fund;

 

  2. To make any untrue statement of a material fact to the Fund or omit to state a material fact necessary in order to make the statements made to the Fund, in light of the circumstances under which they are made, not misleading;

 

  3. To engage in any act, practice or course of business that operates or would operate as a fraud or deceit on the Fund; or

 

  4. To engage in any manipulative practice with respect to the Fund.

IV. Personal Trading Restrictions

 

A. General Overview

We encourage all Access Persons , but investment management team (“ Investment Management Team ”) members especially, to hold shares of the Funds (or any other Advised Fund ) as their primary method of investment. Our investors should be able to expect the best performance Bridgeway is able to achieve. In short, they should be able to say, “I want to invest in what they are investing in.”

When an individual becomes an Access Person , including a member of the Investment Management Team or a director of the Adviser, he or she will, generally, not be required to sell Covered Securities held in personal accounts that are also held in Client accounts as long as the

 

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individual complies with the reporting requirements of this Code of Ethics. This provision is subject to John Montgomery’s review of all Access Persons’ personal securities holdings at the time of employment and annually thereafter.

 

B. All Access Persons

Access Persons may not purchase or sell any Covered Security (except for shares of an Advised Fund ) that the Adviser:

 

  1. Is purchasing or selling in Client accounts;

 

  2. Has recommended for purchase or sale in Client accounts;

 

  3. Has decided to purchase or sell in Client accounts but has not yet made the recommendation; or

 

  4. Is seriously considering purchasing or selling in Client accounts but has not yet made a final decision related to such Covered Security .

Personal securities transactions in Covered Securities are subject to the pre-clearance requirements outlined below in Section V.

 

C. Investment Management Team – Additional Restriction

Investment Management Team members, including portfolio managers and other investment management staff, may not purchase any Covered Security (including ETFs ) (except for shares of an Advised Fund ) that is held in any Client portfolio or is under serious consideration for purchase or sale in Client accounts by Bridgeway. Under limited circumstances, and subject to pre-clearance requirements described in Section V. below, members of the Investment Management Team may sell securities which are, or could be held in Client portfolios.

Further, Investment Management Team members are prohibited from investing in Initial Public Offerings .

 

D. Insider Trading

Insider trading is a serious breach of confidentiality and is against federal securities laws. Insider trading is generally defined as the use of material non-public information to trade in securities or the communication of this information to others. The use of material, non-public information either by a partner (or the Adviser’s directors) for his/her own personal benefit or disclosed to any person outside of Bridgeway employment is considered insider trading. Material information is information which a reasonable investor would consider important in making an investment decision or is reasonably certain to have a substantial impact on the price of a company’s securities. If a partner (or the Adviser’s directors) receives information believed to be material non-public information, he or she should not communicate this information to anyone outside of Bridgeway and should refrain from communicating this information to any partner other than the CCO. The CCO will make a determination as to the appropriate action to be taken including the communication of this information to other partners and/or legal counsel. Please see the Adviser’s insider trading policy for more information.

V. Pre-clearance of Personal Securities Transactions

Access Persons may not engage in a personal securities transaction involving a Covered Security unless it

 

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has been approved through Bridgeway’s pre-clearance process. Access Persons seeking pre-clearance of personal securities transactions involving a Covered Security must complete and submit a pre-clearance form to John Montgomery, Elena Khoziaeva or Michael Whipple, a copy of which is attached to this Code of Ethics as Form E. A member of the Investment Management Team listed above will pre-clear all such transactions. Under no circumstances may someone approve/disapprove his/her own pre-clearance request. All approved personal securities transactions must be completed within one trading day following the date of approval except as otherwise provided below. If the trade is not executed within this one day time period, a new pre-clearance form must be submitted.

A new pre-clearance authorization will not be required if a trade is not completed within one trading day in certain circumstances including, but not limited to, the following: (i) delays in execution related to a transfer of securities; (ii) delays in execution related to gifts or donations of securities made in-kind; and (iii) delays in the completion of a trade involving low liquidity stocks. Partners are responsible for communicating such delays to the CCO.

No explanations are required for refusals. In some cases, trades may be rejected for reasons that are confidential.

Transactions in an Advised Fund are not required to be pre-cleared by any Access Person .

Initial Public Offerings and Limited Offerings

Access Persons are prohibited from acquiring any Covered Securities in an Initial Public Offering or Limited Offering , unless there is prior approval on a pre-clearance form. However, Investment Management Team members are prohibited from investing in Initial Public Offerings .

VI. Reporting Requirements – Access Persons

 

A. Annual and Initial Holdings Reports (excluding the Independent Directors of Bridgeway Funds, Inc.)

Every Access Person shall disclose to the Chief Compliance Officer (or her designee) all personal Covered Securities holdings and all securities accounts (including accounts that hold only securities excluded from the definition of Covered Security no later than ten days after becoming an Access Person (which in most cases may be upon commencement of employment) (the “Initial Holdings Report”) and thereafter on an annual basis as of December 31 (the “Annual Holdings Report”). Forms for this purpose are attached to the Code (Forms A and B). The information in the Initial Holdings Report and Annual Holdings Report must be current as of a date no more than 45 days prior to the date the report is submitted. Securities account statements may be attached to the report rather than listing each holding on the form so long as the statements contain all the required information, as described below.

Further, a report need not be completed if the CCO is in receipt of the Access Person’s account statements so long as the statements contain all the required information, as described below. Additionally, those Access Persons not completing the Annual Holdings Report will be required to confirm in writing to the CCO that the statements received by Bridgeway are complete and accurate. The CCO will provide a composite list of all such statements for the Access Person’s review and approval.

 

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Information to be included in this report is as follows:

 

   

Account Number

 

   

Security Name

 

   

Ticker Symbol or CUSIP number

 

   

Number of Shares or Par

 

   

Principal Amount

 

   

Broker or Bank Name

 

   

Date of the Report

 

B. Quarterly Transaction Reports (excluding the Independent Directors of Bridgeway Funds, Inc.)

Every Access Person is required to submit reports to the Chief Compliance Officer (or her designee) no later than 30 days after the end of each calendar quarter describing each personal transaction in a Covered Security effected (including those that have been pre-cleared) and securities accounts opened or closed (including accounts that hold only securities excluded from the definition of Covered Security ) during the quarter. The report must be signed and dated by the reporting person and include a complete response to each item on the Quarterly Transactions Report (Form D). An Access Person does not have to report transactions effected pursuant to an Automatic Investment Plan . If an Access Person has no transactions or account openings/closings to report in a calendar quarter, he or she must check the “no transactions to report” box on the Quarterly Transactions Report, sign and date the report and return it to the CCO (or her designee) by the reporting deadline.

Late filings are not acceptable and can lead to disciplinary action, including termination of employment.

Access Persons need not disclose securities transactions on the Quarterly Transactions Report if the report would duplicate information contained in broker trade confirmations/statements timely received ( i.e. , no later than 30 days after the end of the quarter) by the CCO. All Access Persons are responsible for ensuring Compliance receives the account statements with the required information, as described below, and, if not received, completing a Quarterly Transactions Report.

Information to be included on this quarterly transactions report is as follows:

 

   

Trade Date

 

   

Security Name

 

   

Ticker Symbol, CUSIP number

 

   

Number of Shares or Par

 

   

Interest Rate and Maturity

 

   

Type of Transaction (Purchase, Sale or Other)

 

   

Price

 

   

Principal Amount

 

   

Broker Name

 

   

Account Number

 

   

Date of Report

 

C. Reporting Requirements – Independent Directors of Bridgeway Funds, Inc.

Each Independent Director (that is, one who is not an “interested person” of the Fund as defined in the 1940 Act) must within 30 days after the end of each calendar quarter file a report with the Chief

 

7


Compliance Officer (or her designee) as to any transactions involving a Covered Security where the Director at the time of the transaction knew, or in the ordinary course of fulfilling his or her official duties as a Director of the Fund should have known, that, during the 15-day period immediately preceding or after the transaction, the Covered Security was purchased or sold by the Fund or was being considered for purchase or sale by the Fund. To the extent an Independent Director must file a report under this section, such report must contain all of the information required above under Section VI(B).

 

D. CCO Review and Reporting Requirements

The Chief Compliance Officer (or her designee) reviews reports submitted by Access Persons and prepares a quarterly report to the Adviser’s Compliance Committee of personal securities trading and reporting.

The CCO will submit her own personal securities reports, as required, to a partner who is a member of the Operating Committee who shall fulfill the oversight duties of the CCO with respect to the CCO’s reports.

Reports to the Funds’ Board of Directors

The Chief Compliance Officer of the Funds and the Adviser shall report in writing to the Funds’ Board of Directors at least annually regarding the following matters not previously reported:

 

   

Significant issues arising, including material violations of the Code of Ethics and violations that, in the aggregate, are material, and any sanctions imposed;

 

   

Significant conflicts of interest involving the personal investment policies of the Fund or the Adviser, as applicable, even if they do not involve a violation of the Code of Ethics; and

 

   

The results of monitoring of personal investment activities of Access Persons in accordance with the procedures.

Each such report shall certify that the Funds or Adviser, as applicable, have adopted procedures reasonably necessary to prevent Access Persons from violating the Code of Ethics.

In addition to the annual report, the Chief Compliance Officer shall report to the Funds’ Board of Directors promptly, but no later than the next board meeting, regarding serious violations of this Code that are reported to the Chief Compliance Officer and any exceptions granted pursuant to Section VII below.

The Chief Compliance Officer shall have discretion to determine that a violation is not material and need not be included in a report to the Funds’ Board of Directors if she finds that by reason of the size of the transaction, the circumstances or otherwise, no fraud or deceit or manipulative practice could reasonably be found to have been practiced on an Advised Fund in connection with its holding or acquisition of the security or that no other material violation of this Code has occurred. A written memorandum of any such finding shall be filed with reports made pursuant to this Code.

The Funds’ Board of Directors shall consider reports made to it hereunder and may impose such sanctions or further sanctions, in addition to any forfeiture it deems appropriate, including, among other things, a letter of sanction or suspension or termination of the employment of the violator.

 

8


VII. Exceptions

If a partner has a beneficial interest in an account which the partner feels should not be subject to the Code’s pre-clearance or reporting requirements, the partner should submit a written request for clarification or an exemption to the Chief Compliance Officer. To the extent applicable, the request should name the account, describe the nature of the partner’s interest in the account, the person or firm responsible for managing the account, and the basis or reasons for which the exemption is being claimed. Requests will be considered on a case-by-case basis by the Chief Compliance Officer. An example of a situation where grounds for an exemption may be present is an account in which the partner has no influence or control (e.g., the partner has a professionally managed account over which the partner has given up discretion). In all transactions involving an account for which an exemption has been granted a partner must, however, conform to the spirit of the Code and avoid any activity which might appear to conflict with the interests of Clients or with the partner’s position with Bridgeway.

Any exceptions granted pursuant to this Section VII shall be reported to the Funds’ Board of Directors as indicated in Section VI above.

VIII. Violations

All Access Persons (including the Adviser’s directors and Exempt-Access Persons ) are required to notify the Chief Compliance Officer promptly of any violations (or suspected violations) of the Code and may do so anonymously, if they so choose. As part of our obligation as stewards of other people’s money we take compliance with this Code seriously. Accordingly, Access Persons (including the Adviser’s directors and Exempt-Access Persons ) are encouraged to communicate concerns quickly and without fear of reprisal even in cases where, after investigation, it is determined a violation did not occur. Any retaliation against a person reporting a violation will be viewed as a serious breach of the Code. The CCO shall make a written record of and investigate any such reports promptly and take any actions deemed appropriate.

IX. Compliance with Code Acknowledgements

All Access Persons must certify compliance with the Code upon becoming an Access Person and on an annual basis thereafter. Every such person shall certify in writing to the Chief Compliance Officer (or her designee) that:

 

   

They have received, read and understand the Code;

 

   

They understand that they are subject to the Code;

 

   

They have complied and will comply with the requirements of the Code (or for new Access Persons that they will comply); and

 

   

They have reported or will report all personal securities transactions and accounts required to be reported by the Code.

In addition, the Chief Compliance Officer (or her designee) will provide each person subject to this Code with a copy of any amendments to the Code. Each such person shall certify in writing that they have received, read and understand the amendments to the Code.

A form for this purpose is attached to the Code (Form C).

 

9


Each Exempt-Access Person must provide the certification included as Form F initially upon being deemed an Exempt-Access Person and annually thereafter if he/she continues to be deemed an Exempt-Access Person .

X. Record Retention Requirements

The Adviser shall maintain the following records at its principal office:

 

   

The Code and any related procedures, and any code that has been in effect during the past seven years shall be maintained in an easily accessible place;

 

   

A copy of any acknowledgements of receipt of the Code will be kept for the duration of each Access Person’s tenure and for seven years thereafter;

 

   

A record of any violation of the Code and of any action taken as a result of the violation, to be maintained in an easily accessible place for at least seven years after the end of the fiscal year in which the violation occurs. Such records of violations will not identify “whistleblower” partners to protect their anonymity;

 

   

A copy of each report under the Code by (or duplicate brokers’ confirmations/statements for the account of) an Access Person , to be maintained for at least seven years, the first two years in an easily accessible place;

 

   

A record of all persons subject to this Code during the past seven years;

 

   

A copy of each report by the Chief Compliance Officer to the Board of an Advised Fund , to be maintained for at least seven years, the first two years in an easily accessible place; and

 

   

All pre-clearance approvals, and the reasons supporting the decision, are to be maintained for at least seven years.

 

   

A copy of each certification provided by an Exempt-Access Person (described in Section IX above) for the duration of each such person’s tenure and seven years thereafter.

 

   

A copy of any exceptions granted pursuant to Section VII of the Code and reasons for granting such exception are to be maintained for the duration of the requesting person’s tenure and seven years thereafter.

 

10


Appendix A

Glossary of Defined Terms

 

 

Access Person ” means: (i) any director, officer, partner or employee of the Adviser or Funds; (ii) any director, officer, general partner or employee of a company in a Control relationship with the Adviser who, in connection with his or her regular functions or duties makes, participates in, or obtains information regarding, the purchase or sale of a Covered Security by a Clien t or Advised Fund or other advisory Clients for which the Adviser provides investment advice, or whose functions relate to the making of any recommendations with respect to such purchases or sales; and (iii) any natural persons in a Control relationship with the Adviser who obtain information concerning recommendations made to a Clien t or Advised Funds or other advisory Clients with regard to the purchase or sale of a Covered Security . Notwithstanding the foregoing, an Access Person does not include an Exempt-Access Person .

 

 

Exempt-Access Person. ” The Adviser’s and Funds’ officers, directors, partners and other related persons are presumed to be Access Persons for this Code. However, certain persons, such as certain officers and directors of the Adviser, or other persons, such as temporary employees, often do not have actual access to investment or portfolio information or participate in the recommendation process for Client accounts. Where the CCO has determined that the relevant director, officer, partner or temporary employee: (1) does not have access to nonpublic information with respect to Client holdings, transactions or securities recommendations; and (2) is not involved in the recommendation process, the CCO may determine to treat such person as an “ Exempt-Access Person ” for purposes of this Code. Exempt-Access Persons must, prior to being so designated and at least annually thereafter, certify to the CCO, in the form attached as Form F, as to the relevant facts and circumstances that formed the basis of the CCO’s above-described determination.

 

 

Advised Fund ” means an investment company registered under the 1940 Act for which the Adviser serves as investment adviser or sub-adviser. Therefore, this includes each series of Bridgeway Funds, Inc. as well as any other funds for which the Adviser serves as investment adviser or sub-adviser.

 

 

Automatic Investment Plan ” means a program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule or allocation. An Automatic Investment Plan includes a dividend reinvestment plan.

 

 

Beneficial Ownership ” has the same meaning as in Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the “1934 Act”) in determining whether a person is a beneficial owner for purposes of Section 16 of the 1934 Act. As a general matter, “beneficial ownership” will be attributed to an Access Person in all instances where the person has or shares (i) the ability to purchase or sell the security; (ii) voting power; or (iii) a direct or indirect pecuniary interest in such security, including through any contract, arrangement, understanding, relationship or otherwise.

Beneficial ownership typically includes:

 

  (i) securities held in a person’s own name;

 

  (ii) securities held with another in joint tenancy, as tenants in common, or in other joint ownership arrangements;

 

11


  (iii) securities held by a bank or broker as nominee or custodian on such persons’ behalf or pledged as collateral for a loan;

 

  (iv) securities held by immediate family members sharing the same household (“immediate family” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive relationships); and

 

  (v) securities owned by a corporation which is directly or indirectly controlled by, or under common control with, such person.

Any uncertainty as to whether an Access Person beneficially owns a security should be brought to the attention of the CCO.

 

 

Client ” includes any person or entity for which the Adviser provides investment advisory services.

 

 

Control ” has the same meaning as in Section 2(a)(9) of the 1940 Act. Section 2(a)(9) provides that Control means the power to exercise a controlling influence over the management or policies of a company, unless such power is solely the result of an official position with such company. Ownership of 25% or more of a company’s outstanding voting securities is presumed to give the holder of such securities control over the company. This presumption may be countered by the facts and circumstances of a given situation.

 

 

Covered Security ” has the meaning given to such term in Section II.B. of the Code.

 

 

Exchange-Traded Fund ” (“ETF”) includes a type of investment company whose investment objective is to achieve the same return as a particular market index yet it trades like a stock. An ETF is similar to an index fund in that it will primarily invest in the securities of companies that are included in a selected market index. An ETF will invest in either all of the securities or a representative sample of the securities included in the index.

 

 

Federal Securities Laws ” means the Securities Act of 1933 (the “1933 Act”), the Securities Exchange Act of 1934 (the “1934 Act”), the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, the Investment Advisers Act of 1940, Title V of the Gramm-Leach-Bliley Act, and any rules adopted by the SEC under these statutes, the Bank Secrecy Act as it applies to funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury.

 

 

Initial Public Offering ” means an offering of securities registered under the 1933 Act, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Sections 13 or 15(d) of the 1934 Act.

 

 

Limited Offering ” means an offering that is exempt from registration under the 1933 Act pursuant to Section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505 or Rule 506 thereunder.

 

 

A “ Security Held or to be Acquired by a Fund ” means any Covered Security which, within the most recent 15 days, is or has been held by an Advised Fund , or is being or has been considered by an Advised Fund or the Adviser for purchase by the Advised Fund , and any option to purchase or sell, and any security convertible into or exchangeable for, any such Covered Security .

 

12


Form A - Initial Holdings Report

 

Name of Reporting Person:

 

 

 

Date Person Became Subject to the

Code’s Reporting Requirements:

 

 

 

Information in Report Dated as of*:

 

 

 

Date Report Due:

 

 

 

Date Report Submitted:

 

 

 

 

* NOTE: Information should be dated no more than 45 days before report is submitted.

[NOTE: you may attach account statements so long as all information required by this form is included on those statements]

Holdings of Covered Securities (Use Additional Forms if Necessary)

 

Name of Issuer and Title

of Security

  

Type of Security and

Exchange Ticker

Symbol or CUSIP No.

(if applicable)

  

No. of Shares

(if applicable)

  

Principal Amount,

Maturity Date and

Interest Rate

(if applicable)

        
        
        

If you have no Covered Securities holdings to report, please check here. ¨

If you do not want this report to be construed as an admission that you have no direct or indirect beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.

 

  

 

  

Securities Accounts (accounts in which any securities are held for your direct or indirect benefit)

(Use Additional Forms If Necessary)

 

Name of Broker, Dealer or Bank

  

Name(s) on and Type of Account

  
  
  

If you have no securities accounts to report, please check here. ¨

I certify that I have included on this report all securities holdings and accounts required to be reported pursuant to the Code of Ethics.

 

Signature  

 

           Date  

 

  

 

13


Form B - Annual Holdings Report

 

Name of Reporting Person:

 

 

 

Information in Report Dated as of*:

 

 

 

Date Report Due:

 

 

 

Date Report Submitted:

 

 

 

Calendar Year Ended: December 31,             

 

* NOTE: Information should be dated no more than 45 days before report is submitted.

[NOTE: you may attach account statements so long as all information required by this form is included on those statements]

Holdings of Covered Securities (Use Additional Forms if Necessary)

 

Name of Issuer and Title

of Security

  

Type of Security and

Exchange Ticker

Symbol or CUSIP No.

(if applicable)

  

No. of Shares

(if applicable)

  

Principal Amount,

Maturity Date and Interest

Rate (if applicable)

        
        
        

If you have no Covered Securities holdings to report for the year, please check here. ¨

If you do not want this report to be construed as an admission that you have no direct or indirect beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.

 

  

 

  

Securities Accounts (accounts in which any securities are held for your direct or indirect benefit)

(Use Additional Forms If Necessary)

 

Name of Broker, Dealer or Bank

  

Date Account Was Established

  

Name(s) on and Type of Account

     
     
     

If you have no securities accounts to report for the year, please check here. ¨

I certify that I have included on this report all securities holdings and accounts required to be reported pursuant to the Code of Ethics.

 

Signature  

 

           Date  

 

  


Form C - Compliance Certification

Initial Certification

 

I certify that I:

  (i)    have received, read and reviewed the Code of Ethics;
  (ii)    understand the policies and procedures in the Code of Ethics;
  (iii)    recognize that I am subject to such policies and procedures;
  (iv)    understand the penalties for non-compliance;
  (v)    will fully comply with the Code of Ethics; and
  (vi)    have fully and accurately completed this Certificate.

Signature:                                                                                       

Name:                                                                       (Please print)

Date Submitted:                     

Date Due:                               

Annual Certification

 

I certify that I:

  (i)    have received, read and reviewed the Code of Ethics;
  (ii)    understand the policies and procedures in the Code of Ethics;
  (iii)    recognize that I am subject to such policies and procedures;
  (iv)    understand the penalties for non-compliance;
  (v)    have complied with the Code of Ethics and any applicable reporting requirements during this past year;
  (vi)    have fully disclosed any exceptions to my compliance with the Code below;
  (vii)    will fully comply with the Code of Ethics; and
  (viii)    have fully and accurately completed this Certificate.

 

EXCEPTION(S):   

 

 

Signature:                                                                                       

Name:                                                                       (Please print)

Date Submitted:                     

Date Due:                               

Certification of Receipt of Amendments

 

I certify that I:   (i)    have received and reviewed the amendments to the Code of Ethics;
  (ii)    understand the amendments to the Code of Ethics; and
  (iii)    will fully comply with the amendments to the Code of Ethics.

Signature:                                                                                       

Name:                                                                       (Please print)

Date Submitted:                     

Date Due:                               


Form D - Quarterly Transactions Report

 

Name of Reporting Person:

 

 

 

Calendar Quarter Ended:

 

 

 

Date Report Due:

 

 

 

Date Report Submitted:

 

 

 

[NOTE: you may attach account statements so long as all information required by this form is included on those statements]

Transactions in Covered Securities

 

Date of

Transaction

  

Name of

Issuer and

Title of

Security

  

No. of

Shares

(if applicable)

  

Principal Amount,
Maturity Date and
Interest Rate

(if applicable)

  

Type of
Transaction

and

Exchange

Ticker

Symbol or

CUSIP No.

(if applicable)

  

Price

  

Name of

Broker, Dealer

or Bank

Effecting
Transaction

                 
                 
                 

If you have no Covered Securities transactions to report for the quarter, please check here. ¨

If you do not want this report to be construed as an admission that you have no direct or indirect beneficial ownership of one or more securities reported above, please describe below and indicate which securities are at issue.

 

  

 

  

Securities Accounts (accounts in which any securities are held for your direct or indirect benefit)

(Use Additional Forms If Necessary)

If you established a securities account during the quarter, please provide the following information:

 

Name of Broker, Dealer or Bank

  

Date Account was Established

  

Name(s) on and Type of Account

     
     
     

If you did not establish a securities account during the quarter, please check here. ¨

I certify that I have included on this report all securities transactions and accounts required to be reported pursuant to the Code of Ethics.

 

Signature  

 

           Date  

 

  


Form E - Pre-Clearance Approval Form

Access Person Instructions:

Complete the applicable sections of this form prior to placing any personal trade that requires advance clearance, and provide it to John Montgomery, Elena Khoziaeva or Michael Whipple for approval. In all cases access persons need to complete sections 1 and 3 of this form, and section 2 only needs to be completed for IPOs and limited offerings.

Access Person Name:                                         

SECTION 1 : Security Information

 

Purchase / Sale / Other

 

Security

(Name/Description

and Ticker/CUSIP)

 

Quantity

(Number of

shares/PAR)

   Broker/Dealer
Bank
   Account
Number(s)
   Type of
Order
            
            
            

SECTION 2 : For IPOs or Limited Offerings Only (If not an IPO or Limited Offering, skip to section 3.)

 

  1. Do you have any material nonpublic information concerning the issuer?     ¨   Yes     ¨   No

 

If Yes, describe here.  

 

 

 

  2. The proposed security is an: ¨   IPO or ¨   Private Placement ( check one ).

 

  3. Are you aware of any facts regarding the proposed transaction, including the existence of any substantial economic relationship, between the proposed transaction and any securities held or to be acquired by Bridgeway that may present a potential conflict of interest?     ¨   Yes     ¨   No

 

If Yes, describe here.  

 

 

 

  4. Describe the nature of any direct or indirect professional or business relationship that you may have with the issuer of the securities.

 

Provide explanation here.  

 

 

SECTION 3 : Access Person’s Signature

To the best of my knowledge, this proposed transaction(s) does not violate the provisions of Bridgeway’s Code of Ethics and Personal Trading Policy.

 

Access Person Signature:  

 

     Date:                      


Form E - Pre-Clearance Approval Form - Continued

SECTION 4 : Approval by John Montgomery, Elena Khoziaeva or Michael Whipple – as noted above.

PRE-CLEARANCE REQUEST REVIEW – TO BE COMPLETED BY ONE OF THE ABOVE

NAMED PERSONS

Questions – All Access Persons

 

1. Is the security being traded by Bridgeway on the same day?    ¨   Yes    ¨   No
2. Has a recommendation been made to purchase or sell the security?    ¨   Yes    ¨   No
3. Has a decision been made to purchase or sell the security but the recommendation has not been made yet?    ¨   Yes    ¨   No
4. Is Bridgeway seriously considering purchasing or selling the security but has not yet made a final decision?    ¨   Yes    ¨   No

(If the answer to any of the above questions is “yes”, the pre-clearance request must be denied.)

Additional Questions – Investment Management Team Members (skip questions if Access Person is not a member of IMT)

 

5. Is this security an IPO?    ¨   Yes    ¨   No
6. Is this security held in any client portfolio?    ¨   Yes    ¨   No

(If the answer to Question 5 or 6 is “yes”, the pre-clearance request must be denied. However, the Code does provide an exception under limited circumstances for the approval of sales of securities which are also held in client accounts.)

Comments:

 

 

 

 

Approved:     ¨

   Denied:     ¨   

 

 

  

 

  

 

Signature    Print Name    Date

SECTION 5 : Provide signed original to Compliance for Review

TO BE COMPLETED BY COMPLIANCE


 

  

 

  

 

Signature    Print Name    Date

Form F


Certification of Rebuttal of Access Person Presumption

I ,                                                               , do hereby certify and affirm that:

 

  1) I serve as                                                              
                                       ( position with Adviser )

 

  2) During the immediately preceding calendar year:

 

  a) I have not, with respect to any Client account, obtained or sought to obtain information regarding the Client’s purchase or sale of securities;

 

  b) I have not, with respect to any Advised Fund , made, participated in, obtained or sought to obtain information about, the purchase or sale of a Covered Security or related recommendations;

 

  c) My regular functions and duties have not, with respect to Advised Funds , related to such recommendations, purchase or sales;

 

  d) I have not been involved in making securities recommendations to Clients nor have I obtained, or sought to obtain information about such any such recommendations which are non-public;

 

  e) I am aware of and have complied with all provisions of the Code that are relevant to me and with any policies and procedures of the Adviser and its affiliates relevant to the control of sensitive information about Client accounts or Adviser recommendations to which I may be subject. I further agree to continue to comply with all such policies and procedures, as they may be amended from time to time.

 

  3) If any of the representations set forth in 2(a) through (e) above ceases to be true, I will inform the Adviser’s CCO promptly, and unless otherwise notified by the CCO, will comply with the relevant Code requirements applicable to Access Persons .

 

  4) I recognize that I am providing this certification in order to allow the CCO to consider my designation as an Exempt-Access Person . I have read, understand and agree to abide by the Adviser’s Code of Ethics, and in particular, those provisions of the Code relevant to Exempt-Access Persons .

 

 

    

 

Signature      Date

Exhibit (p)(44)(ii)

LOGO

AXA Rosenberg Group

Code of Ethics

EFFECTIVE 15 MAY, 2008


LOGO

INDEX

 

INTRODUCTION

   4

SCOPE

   5

I. PERSONS COVERED BY THE CODE

   5

A.

   E MPLOYEES OF THE F IRM    5

B.

   T EMPORARY E XEMPTION FROM THE C ODE    6

C.

   S ECURITIES AND A CCOUNTS C OVERED BY THE C ODE    6

ROLES AND RESPONSIBILITIES

   6

POLICY AND REPORTING

   6

I. STANDARDS OF BUSINESS CONDUCT

   6

A.

   C OMPLIANCE WITH L AWS AND R EGULATIONS    7

B.

   C ONFLICTS OF I NTEREST    7

C.

   P ERSONAL S ECURITIES T RANSACTIONS AND I NSIDER T RADING    8

D.

   G IFTS AND E NTERTAINMENT    8

E.

   P OLITICAL C ONTRIBUTIONS    8

F.

   C ONFIDENTIALITY    9

G.

   S ERVICE ON A B OARD OF D IRECTORS    9

H.

   O THER O UTSIDE A CTIVITIES    9

I.

   M ARKETING AND P ROMOTIONAL A CTIVITIES    10

II. ANTITRUST AND FAIR DEALING

   10

III. COMPLIANCE PROCEDURES

   10

A.

   C ERTIFICATION OF C OMPLIANCE    10

IV. CODE OF ETHICS RECORDKEEPING REQUIREMENTS

   11

V. FORM ADV DISCLOSURE

   11

VI. ADMINISTRATION AND ENFORCEMENT OF THE CODE

   12

A.

   T RAINING AND E DUCATION    12

B.

   R EVIEW    12

C.

   M UTUAL F UNDS ’ B OARD A PPROVAL    12

D.

   R EPORT FOR THE M UTUAL F UNDS ’ B OARD    12

E.

   R EPORT FOR S ENIOR M ANAGEMENT    12

F.

   R EPORTING V IOLATIONS    12

G.

   S ANCTIONS    13

H.

   F URTHER I NFORMATION R EGARDING THE C ODE    13

APPENDIX 1

   14

AXA ROSENBERG GROUP PERSONAL TRADING AND INSIDER TRADING POLICY

   14

I. PERSONAL TRADING

   14

A.

   P ERSONS C OVERED BY THE P OLICY    14

B.

   S ECURITIES C OVERED BY THE P OLICY (“C OVERED S ECURITY ”)    15

C.

   E XEMPT S ECURITIES    15

D.

   T RADING P ROVISIONS AND P ROHIBITIONS    16

E.

   P RECLEARANCE R EQUIREMENTS    17

 

Page 2 of 24


LOGO

 

F.

   E MPLOYEE S TOCK O PTION P LAN (“ESOP”)    19

G.

   R EPORTABLE T RANSACTIONS    19

H.

   B REACH OF P OLICY    20

I.

   T RADING H OURS    20

J.

   P OST T RADE    20

K.

   C ERTIFICATION R EQUIREMENTS    21

L.

   B ROKER R ELATIONSHIPS    22

II. INSIDER INFORMATION

   22

APPENDIX 2

   24

SAMPLE BROKER CONFIRMATION REQUEST LETTER

   24

 

Page 3 of 24


LOGO

 

Introduction

This Code of Ethics applies to the following subsidiaries of AXA Rosenberg Group LLC (hereinafter collectively referred to as “AXA Rosenberg Group” or “the Firm”):

 

   

Barr Rosenberg Research Center LLC (United States)

 

   

AXA Rosenberg Investment Management LLC (United States)

 

   

AXA Rosenberg Canada Co. (Canada)

 

   

AXA Rosenberg Investment Management Ltd. (Europe)

 

   

AXA Rosenberg Investment Management Ltd. (Japan)

 

   

AXA Rosenberg Investment Management Asia Pacific Ltd. (Singapore)

 

   

AXA Rosenberg Investment Management Asia Pacific Limited (Hong Kong)

 

   

AXA Rosenberg Investment Management Asia Pacific Ltd. (Australia)

 

   

AXA Rosenberg Global Services LLC

These entities, excluding AXA Rosenberg Global Services LLC, are registered investment advisers 1 or investment managers according to the regulatory requirements of the applicable jurisdiction of operation. 2 AXA Rosenberg Global Services LLC is responsible for worldwide management, finance, legal, compliance, internal audit and risk management, human resources, administration, investment, and information technology support and systems for AXA Rosenberg Group.

In developing the Code of Ethics, AXA Rosenberg Group has striven to implement and give substance to its fundamental fiduciary principles and the laws that govern investment advisers. The Firm is committed to upholding its fiduciary responsibilities to clients, including the duties of honesty, good faith, and fair dealing, and acting in clients’ best interests while avoiding or disclosing any conflicts of interest. The highest standards of professional conduct are reflected in this Code and underpin the ethical behavior required to instill trust and confidence.

The Firm’s Code of Ethics is designed to:

 

   

Protect the Firm’s clients by deterring misconduct

 

   

Educate persons covered by the Code regarding the Firm’s expectations and the laws governing their conduct

 

   

Remind persons covered by the Code that they are in a position of trust and must act in accordance with this position of trust and responsibility

 

   

Protect the reputation of the Firm

 

   

Guard against violation of the securities laws

 

   

Establish procedures for Employees to follow so that the Firm may determine whether persons covered by the Code are complying with the Firm’s ethical principles.

It is AXA Rosenberg Group’s goal that the Code be a clear statement of the Firm’s purpose and values, and a guiding and evolving document to meet these high standards. The Code

 

1 AXA Rosenberg Investment Management LLC and the Barr Rosenberg Research Center LLC are registered investment advisers with the US Securities and Exchange Commission (“SEC”).
2 “Investment advisers” and “investment managers” are terms used interchangeably throughout this Policy as general references to AXA Rosenberg Group’s management of equity securities. These terms are not intended to refer to any single jurisdiction’s regulatory definitions of “investment managers” or “investment advisers,” or to conflict with or impose any additional regulatory requirements associated with an entity’s local registration.

 

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summarizes the values, principles, and business practices that guide the Firm’s business conduct. It is also intended to address securities-related conduct and focus principally on fiduciary duty, personal securities transactions, insider trading, gifts, conflicts of interest, antitrust, and employment practices. Other topics, policies, and procedures are addressed in the Firm’s regional Compliance Policies and Procedures Manuals, regional Employee Handbooks, and other policy and procedure documents.

Scope

All persons covered by the Code, as indicated in the following section, are required to abide by the global Code of Ethics as well as the applicable regional Compliance Policies and Procedures Manuals. 3 Together, the Code and the regional Compliance Manuals set forth the standards of business conduct for such persons and also specify personal securities transaction procedures designed to prevent unethical trading practices. The Firm encourages persons covered by the Code to ask questions and provide comment on the Code so that it can become a more effective and “living” document.

I. PERSONS COVERED BY THE CODE

 

A. Employees of the Firm, collectively defined as:

 

  1. All employees involved in the Firm’s day-to-day investment advisory business 4 ; this qualification applies to officers, directors, and any associated persons, or other persons involved in the Firm’s day-to-day investment advisory business 5 .

 

  2. Non-Employees, defined as any person who fulfills a specific function or position within AXA Rosenberg Group for a long term; “long term” is defined as three months. Non-Employees are employed by a third party, and their services are contracted and approved by AXA Rosenberg Group to work for the Firm. Non-Employees may need access to AXA Rosenberg Group’s secured systems.

 

  3. Persons designated by the Chief Compliance Officer or local Compliance Head 6 as subject to the Code, including any person who may be involved in the Firm’s day-to-day activities.

Employees of the Firm are prohibited from disclosing any investment information obtained in the course of their work with the Firm, except as required by local law or as required for legitimate Firm business purposes.

 

3 Regional Compliance Manuals and any other Firm policies and procedures referenced herein are available on PRISM.
4 Supervised Persons and Access Persons (as defined by SEC Rule 204A-1) are included within this Policy’s definition of “Employee,” thereby subjecting Supervised Persons and Access Persons to the provisions of this Code.
5 5
6 “Chief Compliance Officer” refers to the person designated as Chief Compliance Officer pursuant to Securities Exchange Commission [“SEC”] Rule 206(4)-7 under the Investment Advisers Act of 1940. References to “local Compliance Heads” refer to the head Compliance Officers in jurisdictions other than the United States and Canada.

 

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B. Temporary Exemption from the Code

The Chief Compliance Officer or local Compliance Head may grant temporary exemption from the Code to Employees of the Firm on an approved extended leave of absence, provided the Employees are not involved in the day-to-day activities of the Firm. The Chief Compliance Officer or local Compliance Head may use his or her discretion to deem such an employee to be subject to the Code.

 

C. Securities and Accounts Covered by the Code

The AXA Rosenberg Group Personal Trading and Insider Trading Policy (the “Policy”) provides information on securities covered by the Code. The Policy is attached herein as Appendix 1 and is part of the Firm’s Code of Ethics.

Roles and Responsibilities

As noted in the introduction, the Firm has an overarching fiduciary duty to its clients, and it is the obligation of its Employees to understand and uphold that fundamental duty.

This Code of Ethics establishes a set of basic principles to guide all persons covered by the Code regarding the minimum requirements expected of them. It is not intended to provide an exhaustive list of all the detailed rules, regulations, and legal requirements that may apply. These general principles govern all conduct, whether or not the conduct is also covered by more specific standards and procedures. Failure to comply with the Firm’s Code of Ethics may result in disciplinary action, including termination of employment. These general principles include:

 

   

The duty, at all times, to place the interests of clients first. Employees shall avoid serving their own personal interests ahead of the interests of the Firm’s clients.

 

   

The requirement that all personal securities transactions be conducted in such a manner as to be consistent with the Code of Ethics and to avoid any actual or potential conflict of interest or any abuse of an Employee’s position of trust and responsibility.

 

   

The duty for Employees not to take inappropriate advantage of their positions.

 

   

The fiduciary duty to maintain as confidential all information concerning the identity of security holdings and financial circumstances of clients.

 

   

The principle that independence in the investment decision-making process is paramount.

 

   

The obligation for Employees to conduct themselves with honesty, integrity, and professionalism.

Violations of the Code may result in disciplinary action, including, but not limited to, a verbal or written warning, disgorgement, suspension of personal trading rights, suspension of employment (with or without compensation), demotion, or termination of employment.

Policy and Reporting

I. STANDARDS OF BUSINESS CONDUCT

The Firm is committed to conducting its business according to a high standard of honesty and fairness. This commitment to observing a high ethical standard is designed not only to ensure

 

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compliance with applicable laws and regulations in the jurisdictions where AXA Rosenberg Group operates, but also to earn and keep the trust of its clients, shareholders, personnel, and business partners.

It is the policy of the Firm to conduct its business in accordance with best international practice, and always strictly within the laws of the countries in which it operates, in a manner that manages conflicts of interest appropriately and seeks to avoid even any appearance of conflict of interest. These practices are essential for maintaining the reputation, the client confidence, and the regulatory licenses upon which the business of the Firm depends. Employees are expected to observe a high standard of business and personal ethics and to exercise proper judgment in conducting the Firm’s business.

 

A. Compliance with Laws and Regulations

Employees shall not engage in any activity that might involve the Firm or the Firm’s Employees in a violation of applicable laws or regulations in any jurisdiction in which AXA Rosenberg Group operates. Employees are responsible for becoming acquainted with the legal standards and prohibitions applicable to their assigned duties and to conduct themselves accordingly. The Firm’s Legal and Compliance Teams, and, where appropriate, the services of the Firm’s external legal counsel, are available for advice and consultation in this regard.

 

  1. Prohibitions . As part of this requirement, Employees are not permitted to:

 

  a. Defraud a client in any manner

 

  b. Mislead a client, including by making a statement that omits material facts

 

  c. Engage in any act, practice, or course of conduct that operates or would operate as a fraud or deceit upon a client

 

  d. Engage in any manipulative practice with respect to a client

 

  e. Engage in any manipulative practice with respect to securities, including price manipulation.

 

  2. Policies and Procedures . The Firm requires Employees to adhere to all AXA Rosenberg Group policy and procedure documents, including regional Compliance Manuals and regional Employee Handbooks.

 

B. Conflicts of Interest

The Firm, as a fiduciary, has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its clients and to make full and fair disclosure of any material facts, particularly where the Firm’s interests may conflict with the clients’ interests. AXA Rosenberg Group can comply with this duty by the Firm’s efforts to avoid conflicts of interest and by full disclosure of all material facts concerning any conflict that does arise with respect to any client.

 

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Senior Management of AXA Rosenberg Group is closely involved in discharging the Firm’s duties regarding conflicts of interest. Conflicts of interest are discussed as an agenda item at regular management meetings to ensure that the list of actual and potential conflicts is kept up-to-date and that any actual conflicts are being correctly managed. Each business area is also asked to monitor and report any new conflicts or potential conflicts that have or may have arisen in the course of daily business. In addition, Employees must try to avoid situations that have even the appearance of conflict or impropriety and must adhere to AXA Rosenberg Group’s Conflicts of Interest Policy.

AXA Rosenberg Group created its Conflicts of Interest Policy in response to the Firm’s regulatory obligation to establish, implement, and maintain an effective policy on conflicts of interest. The Conflicts of Interest Policy is a detailed document that takes into account circumstances, of which the Firm is or should be aware, that may give rise to a conflict of interest as a result of the structure and business activities of other members of the AXA Rosenberg Group. This Policy also includes a table of potential conflicts, as well as the Firm’s policy for management and mitigation of conflicts of interest.

 

C. Personal Securities Transactions and Insider Trading

The Firm requires all Employees to comply with the AXA Rosenberg Group Personal Trading and Insider Trading Policy (the “Policy”). The Policy is attached as Appendix 1 of this Code.

 

D. Gifts and Entertainment

A conflict of interest occurs when the personal interests of Employees interfere or could potentially interfere with their responsibilities to the Firm and its clients. Employees should never encourage a quid pro quo (i.e., “favor for favor”) business transaction or feel beholden to a person or firm. The overriding principle is that Employees should not accept inappropriate gifts, favors, entertainment, special accommodations, or other things of material value that could reasonably give rise to an actual or perceived conflict of interest. Similarly, Employees should not offer gifts, favors, entertainment, or other things of value that could be viewed as excessive or lavish or aimed at influencing decision making. Therefore, Employees should adhere to the procedures stated in their applicable regional Compliance Manual and refer to AXA Rosenberg Group’s Gifts, Sponsorships and Charitable Donations Policy (if an Employee intends to offer a gift to a public official or make a charitable donation).

 

E. Political Contributions

Neither the Firm nor any director, officer, or Employee may make any payment of any kind, either directly or indirectly, to any official of any government or government instrumentality, or to any political party or official thereof or any candidate for any political office, in any case, whether domestic or foreign, for the purpose of influencing any act or decision in order to help the Firm obtain or retain business for or with, or direct business to, any person. All activities of the Firm must comply with the provisions of any applicable laws.

 

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To comply with certain governmental requirements, Employees may be required to disclose personal political contributions to the Chief Compliance Officer or local Compliance Head. The Compliance group will disclose this information only to such governmental entities unless otherwise required by law.

 

F. Confidentiality

Confidential information includes all nonpublic information that, if disclosed, might be of use to competitors or harmful to the Firm or its clients. It also includes the Firm’s intellectual property (such as confidential product information, trade secrets, patents, trademarks, and copyrights); business, marketing, and service plans; databases; records; salary information; and unpublished financial data and reports, as well as information that joint-venture partners, suppliers, or clients have entrusted to the Firm. The obligation to preserve confidential information continues even after an Employee’s tenure with the Firm ends.

Please refer to the Firm’s Information Security Policy for additional requirements.

 

G. Service on a Board of Directors

Because of the potential for conflicts of interest and insider trading issues, the Firm requires Employees to notify the Chief Compliance Officer or local Compliance Head (or designee) prior to accepting a position on an organization’s board of directors. If an Employee wishes to serve as a director of a public company, the Employee must receive written approval from the Chief Compliance Officer or local Compliance Head prior to accepting the position. Employees must represent to the Chief Compliance Officer or local Compliance Head that the opportunity of the position arises as a result of activities unrelated to their position at the Firm, and that the position will not create a material conflict of interest.

 

  1. Private Company Going Public . The Firm requires that an Employee who is a director of a private company notify the Chief Compliance Officer or local Compliance Head if that company goes public during the Employee’s term as director. Employees must represent to the Chief Compliance Officer or local Compliance Head that the opportunity to hold a position as director of a publicly traded company arises as a result of activities unrelated to their position at the Firm, and that the position will not create a material conflict of interest.

 

H. Other Outside Activities

In addition to addressing service on boards of organizations or companies, the Firm has provisions addressing the following issues:

 

  1. General. The Firm prohibits Employees from engaging in outside business or investment activities that materially interfere or could potentially materially interfere with their duties at AXA Rosenberg Group.

 

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  2. Disclosure. Regardless of whether an activity is specifically addressed in the Code, Employees should disclose any personal interest that might present a conflict of interest or harm the reputation of the Firm or its clients.

 

I. Marketing and Promotional Activities

Employees are reminded that all oral and written statements, including those made to clients, prospective clients, client representatives, or the media, must be professional, accurate, balanced, and not misleading in any material manner.

The Firm’s Media Relations Policy and the applicable regional Compliance Manual provide additional requirements.

 

II. ANTITRUST AND FAIR DEALING

The Firm believes that the welfare of consumers is best served by economic competition. AXA Rosenberg Group’s policy is to compete vigorously and successfully in today’s increasingly competitive business climate and to do so at all times in compliance with all applicable antitrust, competition, and fair-dealing laws in all the markets in which it operates. Employees should endeavor to deal fairly with clients, suppliers, competitors, and other Employees. No one should take unfair advantage, especially through manipulation, concealment, abuse of privileged information, misrepresentation of material facts, or any other unfair dealing practices.

 

III. COMPLIANCE PROCEDURES

 

A. Certification of Compliance

 

  1. Initial Certification. The Firm is required to provide all Employees with a copy of the Code of Ethics. Therefore, all Employees are required to certify in writing that they have:

 

  a. Received a copy of the Code
  b. Read and understood all provisions of the Code
  c. Agreed to comply with the terms of the Code.

 

  2. Acknowledgment of Amendments. The Firm must provide Employees with any amendments to the Code, and Employees should submit a written acknowledgment that they have received, read, and understood the amendments to the Code.

 

  3. Certification. Employees must certify at least annually that they have:

 

  a. Read, understood, and complied with the Code

 

  b. Submitted all the reports required by the Code

 

  c. Not engaged in any prohibited conduct

 

  d. Not become subject to any of the disciplinary events listed in Item 11 of Form ADV, Part 1 (Disciplinary History).

 

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Conversely, if Employees are unable to make such a representation, they are required to immediately report any violations to the Chief Compliance Officer or local Compliance Head.

 

IV. CODE OF ETHICS RECORDKEEPING REQUIREMENTS

The Firm will maintain the following records in a readily accessible place:

 

   

A copy of this Code of Ethics and each Code that has been in effect at any time during the past five years.

 

   

A record of any violation of the Code and any action taken as a result of such violation during the five-year period beginning with the end of the fiscal year in which the violation occurred.

 

   

A record of all written acknowledgments of receipt of the Code and amendments for each person who is currently or has been an Employee within the past five years.

 

   

These records will be kept for five years after the individual ceases to be an Employee of the Firm.

 

   

Holdings and transactions reports made pursuant to the Code, including any brokerage confirmation and account statements made in lieu of these reports.

 

   

A list of the names of persons who are currently or have been Employees within the past five years.

 

   

A record of any decision and supporting reasons to approve the acquisition of securities by Employees in limited or initial public offerings for at least five years after the end of the fiscal year in which approval was granted.

 

   

A record of persons responsible for reviewing Employees’ reports currently and during the last five years.

 

   

A copy of reports provided to an applicable fund’s board of directors regarding the Code.

 

V. FORM ADV DISCLOSURE

The Firm is required to include on Schedule F of US SEC Form ADV, Part II, a description of the Code and to state that the Firm will provide a copy of the Code to any client or prospective client upon request.

 

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VI. ADMINISTRATION AND ENFORCEMENT OF THE CODE

 

A. Training and Education

The Chief Compliance Officer/local Compliance Head is responsible for training and educating Employees regarding the Code. Such training will occur periodically, and all Employees are required to attend any training sessions or read any applicable materials.

 

B. Review

The Chief Compliance Officer/local Compliance Head is required to review at least annually the adequacy of the Code and the effectiveness of its implementation.

 

C. Mutual Funds’ Board Approval 7

AXA Rosenberg Group is a sub-adviser to mutual funds; accordingly, the Firm is required to have the Code approved by the board of directors of the mutual funds that the Firm sub-advises. Any material amendments to the Code must also be approved by the boards of such mutual funds.

 

D. Report for the Mutual Funds’ Board 8

AXA Rosenberg Group is a sub-adviser to mutual funds; accordingly, the Firm is required to provide an annual written report to the board of directors of those funds that the Firm sub-advises. This report describes any issues arising under the Code since the last report, including information about material violations of the Code and sanctions imposed in response to such violations. The report must include discussion of whether any waivers that might be considered important by the board were granted during the applicable period. The report must also certify that AXA Rosenberg Group has adopted procedures reasonably necessary to prevent Employees from violating the Code.

 

E. Report for Senior Management

The Global Head of Legal and Compliance, the Chief Compliance Officer/local Compliance Head is required to report to senior management his or her annual review of the Code and to bring material violations to the attention of senior management.

 

F. Reporting Violations

All Employees must report violations of the Firm’s Code of Ethics promptly to the Chief Compliance Officer, the local Compliance Head, or the Global Head of Legal and Compliance (provided that the Chief Compliance Officer or local Compliance Head also receives reports of all violations). Additionally, Employees should refer to the Incident and Issue Escalation Policy in the applicable regional Compliance Manual for additional requirements.

 

  1. Apparent Violations . Employees are required to report “apparent” or “suspected” violations in addition to actual or known violations of the Code.

 

7 This requirement applies to SEC registered investment advisers only.
8 Ibid.

 

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  2. Retaliation . Retaliation against an individual for reporting a violation is prohibited and constitutes a further violation of the Code.

 

  3. Types of Reporting . Employees are required to report:

 

  a. Noncompliance with applicable laws, rules, and regulations

 

  b. Fraud or illegal acts involving any aspect of the Firm’s business

 

  c. Material misstatements in regulatory filings, internal books and records, and clients’ records or reports

 

  d. Activity that is harmful to clients, including fund shareholders

 

  e. Deviations from required controls and procedures that safeguard clients and the Firm.

This list is not exhaustive, and is not intended to limit the types of reporting required.

 

  4. Confidentiality . Such reports will be treated confidentially to the extent permitted by law, and will be investigated promptly and appropriately.

 

  5. Alternate Designee . In the event that the Chief Compliance Officer, the local Compliance Head, or the Global Head of Legal and Compliance is unreachable, Employees may report violations to any member of the Executive Committee (provided that the Chief Compliance Officer/local Compliance Head also receives reports of all violations).

 

  6. Advice . Employees should seek advice from the Compliance and Legal Teams with respect to any action or transaction that might violate the Code, and they should refrain from any action or transaction that might lead to the appearance of a violation.

 

G. Sanctions

Any violation of the Code may result in disciplinary action that the Firm or the Firm’s designee deems appropriate, including, but not limited to, a verbal or written warning, disgorgement, suspension of personal trading rights, suspension of employment (with or without compensation), demotion, or termination of employment. In addition, the Firm may require the Employee or other individual involved to reverse any trade at issue and forfeit any profit or absorb any loss from the trade. Violations of the Code may result in referral to civil or criminal authorities where appropriate.

 

H. Further Information Regarding the Code

Employees should contact the Chief Compliance Officer, the local Compliance Head, or other members of the Legal and Compliance Teams for additional information about the Code or any other ethics-related questions.

 

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APPENDIX 1

AXA Rosenberg Group Personal Trading and Insider Trading Policy

(“the Policy”)

Introduction and Scope

I. PERSONAL TRADING

AXA Rosenberg Group LLC (hereinafter collectively referred to as “AXA Rosenberg Group” or “the Firm”) is subject to the various rules and regulations relating to personal trading in the jurisdictions in which the Firm operates. In response to these various rules and regulations, AXA Rosenberg Group has adopted the following policy on personal trading, which applies globally, as outlined.

AXA Rosenberg Group uses a proprietary personal trading application known as “Ptrade” to provide an automated and streamlined mechanism for managing Employees’ personal trading practices, in accordance with regulatory requirements, the Firm’s Code of Ethics, and regional Compliance Manuals. Integrated within the application is an automated cross-check of the requested covered security against real-time recommendations of the Firm’s investment model. The Firm performs an additional safeguard by requiring an Employee from Trading and/or a designated person from Compliance to conduct quality control of Ptrade’s compliance function prior to approving a personal trade request. Employees covered by the Policy are required to certify quarterly compliance with applicable regulatory requirements and regional Compliance Manuals.

 

A. Persons Covered by the Policy

Employees and additional persons and accounts as described below are subject to the Policy and are hereinafter collectively referred to as “Restricted Persons.”

 

  1. All Employees of AXA Rosenberg Group and its subsidiaries.

 

  2. Non-Employees, defined as any person who fulfills a specific function or position within AXA Rosenberg Group for a long term; “long term” is defined as three months. Non-Employees are employed by a third party, and their services are contracted and approved by AXA Rosenberg Group to work for the Firm. Non-Employees may need access to AXA Rosenberg Group’s secured systems.

 

  3. Immediate family living in the Employee’s household, including any relative by blood or marriage, and any domestic partner or “significant other” living in the Employee’s household.

 

  4. Any account over which an Employee or member of an Employee’s household has discretionary authority to make investment decisions.

 

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  5. Any account in which an Employee or member of an Employee’s household has a direct or indirect beneficial interest, such as a trust.

Restricted Persons are prohibited from disclosing any investment information obtained in the course of their association with AXA Rosenberg Group, except as required by law or as required for legitimate AXA Rosenberg Group business purposes.

 

B. Securities Covered by the Policy (“Covered Security”)

A Covered Security as defined in the Policy means any stock, bond, future, investment contract or any other instrument that is considered a security. The following are considered Covered Securities:

 

  1. Stocks (foreign and domestic)

 

  2. Bonds (foreign and domestic)

 

  3. Security futures (e.g., single stock futures; foreign and domestic)

 

  4. Derivative instruments such as options, warrants, or rights (foreign and domestic)—see Section F for transactions concerning the Employee Stock Option Plan

 

  5. Any type of limited partnerships or limited liability companies, such as a commingled trust (foreign and domestic)

 

  6. Open-end mutual funds and unit trusts (foreign and domestic) that are advised or sub-advised by AXA Rosenberg Group

 

  7. Private investment funds, hedge funds, and investment clubs (foreign and domestic)

 

  8. Exchange traded funds

 

  9. Closed-end funds

 

  10. Spread bets on financial instruments (individual companies) or market indexes

 

  11. Contracts for Differences (CFD)

 

  12. Self-select ISA/PEPS (i.e., where the individual has discretion).

 

C. Exempt Securities

The following securities are not Covered Securities and therefore do not require preclearance or reporting under the Policy:

 

  1. Direct investments in obligations of a government (excluding municipal debt instruments)

 

  2. Bankers’ acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt obligations, including repurchase agreements

 

  3. Shares issued by money market funds

 

  4. Shares of open-end mutual funds and unit trusts that are not advised or sub-advised by the AXA Rosenberg Group (foreign and domestic)

 

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  5. Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are funds advised or sub-advised by the AXA Rosenberg Group

 

  6. Investments in commodities (not including index futures or currency futures or forward contracts traded on a national securities exchange)

 

  7. Direct investment in real estate (not including securities investing in real estate, such as Real Estate Investment Trusts [“REITs”])

 

  8. Securities held in accounts over which the Restricted Person has no direct or indirect influence or control.

 

D. Trading Provisions and Prohibitions

Restricted Persons are prohibited from purchasing or selling, directly or indirectly, any Covered Security in which they have, or by reason of such transaction acquire, any direct or indirect beneficial ownership if they know (or should have known at the time of such purchase or sale) that the Covered Security:

 

   

Is being (or is recommended to be) purchased by the Firm on behalf of a client

 

   

Is being (or is recommended to be) sold by the Firm on behalf of a client

 

   

For any other reason has not satisfied the following preclearance requirements.

 

  1. Initial Public Offerings—Preclearance . The Firm requires Restricted Persons to receive written permission from the Chief Compliance Officer or local Compliance Head prior to acquiring any securities in an initial public offering (“IPO”). Restricted Persons must represent to the Chief Compliance Officer or local Compliance Head that the IPO investment opportunity arises as a result of their outside personal trading activities (unrelated to their position at the firm). The Firm must also make a good-faith determination that the investment will not create a material conflict of interest.

 

  2. Limited or Private Offerings—Preclearance. The Firm requires Restricted Persons to receive written permission from the Chief Compliance Officer or local Compliance Head prior to acquiring any interest in a limited offering (e.g., private placement). Restricted Persons must represent to the Chief Compliance Officer or local Compliance Head that the investment in a limited offering opportunity arises as a result of their outside personal trading activities (unrelated to their position at the Firm). The Firm must also make a good-faith determination that the investment will not create a material conflict of interest. The Firm also requires Restricted Persons to notify the Chief Compliance Officer or local Compliance Head if the limited or private offering publicly announces its intent to make a public offering of its securities.

 

  3. Market Timing . The Firm prohibits Restricted Persons from engaging in market timing or short-term trading in mutual funds advised or sub-advised by AXA Rosenberg Group, and discourages such trading activities in all other mutual funds. Additionally, the Firm requires Restricted Persons to adhere to the market timing provisions in a fund’s prospectus.

 

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  4. Good for the Day (“GFD”) Trades (applies to Restricted Persons within the AXA Rosenberg Group). Preclearance approval is good until the close of business on the trading day in which authorization is granted for the Restricted Person. If the transaction is not placed with the brokerage within that time period, a new trade request must be obtained before the transaction is placed.

Restricted Persons affiliated with Singapore- and Hong Kong–based subsidiaries of AXA Rosenberg Group are allowed to place only GFD trades.

 

  5. Good ’Til Canceled (“GTC ”) Trades (applies to Restricted Persons affiliated with US-based subsidiaries of AXA Rosenberg Group only). After Restricted Persons have received approval from Ptrade for a personal trade request placed as a GTC trade with a stated limit price, they must place the GTC order with the stated limit price with their broker during market hours on the day the trade request has been approved. After the GTC trade request is approved and has been placed with their broker, Restricted Persons do not have to receive approval each day until the order is filled. If, for any reason, Restricted Persons amend the original order in any way or learn that the information in the trade request form is not accurate, they must submit a new trade request and obtain approval prior to placing the amended transaction with their broker.

 

  6. Holding Periods. Restricted Persons are discouraged from conducting short-term trading in their personal trading accounts.

Restricted Persons affiliated with Singapore- and Hong Kong–based subsidiaries of AXA Rosenberg Group have a 30-day holding period.

Restricted Persons affiliated with Japan-based subsidiaries of AXA Rosenberg Group have a six-month holding period.

 

E. Preclearance Requirements

Restricted Persons who wish to trade a Covered Security must use Ptrade to obtain approval in advance of trading. Restricted Persons may execute approved personal trades only after they have received approval documented in Ptrade. Electronic approval such as e-mail is acceptable only as an exception.

The following Covered Securities are subject to preclearance requirements:

 

  1. Stocks (foreign and domestic)

 

  2. Bonds (foreign and domestic)

 

  3. Security futures (e.g., single stock futures; foreign and domestic)

 

  4. Derivative instruments such as options on Covered Securities, warrants. or rights (foreign and domestic)—see Section F for transactions concerning Employee Stock Option Plan

 

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  5. Any type of limited partnerships or limited liability companies, such as a commingled trust (foreign and domestic)

 

  6. Initial Public Offerings (“IPOs”) and limited offerings, including private placements, hedge funds, and investment clubs (foreign and domestic; all require written preapproval from a Compliance Officer)

 

  7. Certain closed-end funds

 

  8. Spread bets on financial instruments (individual companies) or market indexes

 

  9. Contracts for Differences (CFD)

 

  10. Self-select ISA/PEPS (i.e., where the individual has discretion).

If Restricted Persons are uncertain whether an investment would qualify as a Covered Security, they should contact their Compliance Officer.

A Restricted Person’s personal trade request will be checked against the AXA Rosenberg Group’s systems containing the most recent overnight and real-time recommendations. No trade will be approved for the purchase or cover of a security that is currently being recommended as a “buy” by AXA Rosenberg Group. Likewise, no trade will be approved for the sale or short of a security that is currently being recommended as a “sell” by AXA Rosenberg Group.

If the systems are not recommending the same transaction, the Compliance Officer or designee will usually approve the trade. However, Compliance Officers have the discretion and the authority to deny trade approval even if the systems are not recommending the same or a similar transaction if the Compliance Officer believes that the trade would not be in the best interest of the AXA Rosenberg Group or its clients, or if for some other reason the Compliance Officer or designee believes that trade approval is not appropriate.

Should a Restricted Person’s trade request be rejected, the Restricted Person may make a new request on the following days until their request is approved. Restricted Persons should consider that, due to market conditions and AXA Rosenberg Group’s trading style, trade requests may be repeatedly rejected. Unfortunately, trade rejections are a risk that Restricted Persons take when trading Covered Securities—recommendations and trades for AXA Rosenberg Group clients are always first and foremost.

Restricted Persons may contact Compliance regarding repeated trade rejections. The Compliance Officer or designee will investigate the rejection and will confirm whether the rejection is valid.

To avoid any doubt when conducting personal trades, Restricted Persons may not, directly or indirectly, access AXA Rosenberg Group’s systems to ascertain whether a security is being recommended. Nor should Restricted Persons request such information from Employees with access to or knowledge of the system’s recommendations. In addition, no Restricted Person should request or induce a trader to complete or close out a trade for a client in order for the Employee to be able to trade the same security.

 

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F. Employee Stock Option Plan (“ESOP”)

As the holder of a stock option granted by a current or former employer, Restricted Persons may exercise their right to buy the security at any time before the expiration date of the option.

As soon as Restricted Persons exercise the option, they are deemed to be the owner of the security; therefore, they must report the holding of the security in Ptrade. If the security is a Covered Security requiring preclearance (as defined in Section E), Employees must obtain preclearance prior to the sale of the security resulting from exercising the stock option. The Compliance Officer or designee may require Restricted Persons to provide documentation to evidence the assignment and/or exercise of such transactions.

 

G. Reportable Transactions

Restricted Persons are required to report in Ptrade the following transactions for Covered Securities. Such transactions are not subject to preclearance requirements; however, they must be reported in Ptrade.

 

  1. Transactions effected pursuant to an automatic investment plan, including dividend reinvestment plans of Covered Securities (the total number of shares transacted, rather than individual transactions, as of quarter-end must be entered in Ptrade). If Restricted Persons intend to make cash contributions to an automatic investment plan, they must preclear the initial investment of Covered Securities within the plan; however, subsequent investments of such Covered Securities made within the confines of the plan only need to be reported. If Restricted Persons intend to purchase a new Covered Security within the plan or sell an existing Covered Security within the plan, they must obtain preapproval in Ptrade prior to effecting such transactions.

 

  2. Transactions effected pursuant to corporate actions, including, but not limited to, acquisition of securities through stock dividends, stock splits, reverse stock splits, mergers, consolidations, spin-offs, tender offers, and other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities.

 

  3. Transactions of open-end mutual funds and unit trusts that are advised or sub-advised by AXA Rosenberg Group (foreign and domestic).

 

  4. Transactions of unit investment trusts.

 

  5. Transactions of exchange traded funds.

 

  6. Transactions in certain types of debt securities (e.g., municipal bonds).

 

  7. Other nonvolitional events, such as an exercise of an option at expiration—see Section F, Employee Stock Option Plan, for additional information.

 

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  8. Purchases effected upon exercise of rights issued pro rata to all holders of a class of an issuer’s securities, to the extent such rights were acquired from such issuers, and sales of such rights so acquired.

 

H. Breach of Policy

Failure to satisfy and adhere to all requirements set forth in this Policy is a serious breach and will be treated as such. Violations of this Policy may subject the Employee to disciplinary action, including termination of employment. Failure to obtain preclearance may result in the trade being canceled, with the Restricted Person bearing any losses that may occur. The Compliance Officer may require that any profits resulting from an unauthorized trade be donated to a charity designated by AXA Rosenberg Group.

 

I. Trading Hours

Except as stated in the following paragraph, approval of a Restricted Person’s personal trade is valid only through the end of the trading day in the jurisdiction or market in which the security is primarily traded. Specifically, trades may be approved and are valid as follows:

Orinda—between 6:30 a.m. and 1:00 p.m. Orinda time

London—between 8:30 a.m. and 4:30 p.m. London time

Tokyo—between 9:00 a.m. and 3:00 p.m. Tokyo time

Singapore—between 9:00 a.m. and 5:00 p.m. Singapore time

Hong Kong—between 10:00 a.m. and 4:00 p.m. Hong Kong time

If the trade is not effected within these hours and the Restricted Person still wants to make the trade the next day (or on any subsequent day), the Restricted Person must again seek approval for the trade.

 

J. Post Trade

Restricted Persons are required to promptly indicate whether a transaction was effected on an approved trade request by confirming the trade request in Ptrade. Restricted Persons need to provide the following information to confirm trades that have been executed:

 

  1. Date of the transaction (trade date)

 

  2. Title and exchange ticker symbol

 

  3. Type of security

 

  4. Nature of the transaction (e.g., buy, sell, cover)

 

  5. Price of the security at which the transaction was effected

 

  6. Interest rate and maturity date (if applicable)

 

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  7. Number of shares

 

  8. Principal amount

 

  9. Account(s) information in which the transaction(s) occurred

 

  10. Date the report is submitted

 

  11. Beneficiary of transaction (traded on behalf of).

 

K. Certification Requirements

All Employees must use Ptrade for reporting requirements.

 

  1. Holdings Reports . AXA Rosenberg Group requires Employees to submit to the Chief Compliance Officer or local Compliance Head (or other designee) a report in Ptrade of all holdings in Covered Securities in which Restricted Persons have any direct or indirect beneficial ownership within 10 days of becoming a Restricted Person. Thereafter, Employees must submit quarterly such report within 20 days after the end of the applicable calendar quarter.

 

  a. The Holdings Report will include:

 

  (i) Title and exchange ticker symbol

 

  (ii) Type of security

 

  (iii) Number of shares

 

  (iv) Principal amount

 

  (v) Name of entity where the Covered Security is held

 

  (vi) Date the report is submitted

 

  b. Current information: The information supplied must be current as of a date no more than 45 days prior to the date the report was submitted. For new Employees, the information must be current as of a date no more than 45 days before the person became an Employee.

 

  2. Quarterly Transaction Reports. Within 20 calendar days of the end of each calendar quarter (or before the Employee’s last date of employment, whichever is earlier), each Employee should certify in Ptrade all transactions in Covered Securities during the quarter.

 

  a. The Quarterly Certification in Ptrade will include:

 

  (i) Account(s) in which the transaction(s) occurred

 

  (ii) Title and exchange ticker symbol or CUSIP number

 

  (iii) Date of the transaction (trade date)

 

  (iv) Type of security

 

  (v) Nature of the transaction (e.g., buy, sell, cover)

 

  (vi) Price of the security at which the transaction was effected

 

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  (vii) Interest rate and maturity date (if applicable)

 

  (viii) Number of shares

 

  (ix) Principal amount

 

  (x) Date the report is submitted.

Every Employee shall certify quarterly regardless of whether reportable transactions occurred for the quarter.

 

  3. Quarterly Brokerage Account Reports. The Policy requires Employees to disclose the following information about any account opened during the quarter that contains securities held for the direct or indirect benefit of the Restricted Persons:

 

  a. Name of the entity (i.e., broker, dealer, or bank) with whom the Restricted Person established the account

 

  b. Date the account was established

 

  c. Date the report is submitted.

 

  4. Confidentiality of Reports . The Firm assures Restricted Persons that their transactions and holdings reports will be maintained in confidence, except to the extent necessary to implement and enforce the provisions of the Policy or to comply with requests for information from government agencies.

 

  5. Duplicate Brokerage Confirmations and Statements (where applicable). The Firm requires Restricted Persons to direct their brokers to provide to the Chief Compliance Officer, local Compliance Head, or other designated compliance official, on a timely basis, duplicate copies of confirmations of all personal securities transactions and copies of periodic statements for all securities accounts. Restricted Persons may use the form letter attached to the Policy to notify such financial institutions.

 

  6. Monitoring of Personal Securities Transactions. The Chief Compliance Officer, local Compliance Head, or designee is required to review personal securities transactions and holdings reports periodically. Therefore, the Chief Compliance Officer, local Compliance Head, or designee is responsible for reviewing and monitoring personal securities transactions and trading patterns of Restricted Persons.

 

L. Broker Relationships

In no event may Restricted Persons’ accounts be traded in-house or may the AXA Rosenberg Group’s institutional broker relationships be used to execute Employee trades. Employees are responsible for their own broker relationships.

II. INSIDER INFORMATION

AXA Rosenberg Group may obtain, in the course of its business, material and non-public information pertaining to companies whose securities are publicly traded. The term “material nonpublic information” relates to issuers and to investment advisers’ securities

 

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recommendations and client securities holdings and transactions. Material non-public information could be received from sources including company insiders/agents and/or third parties such as consultants. Care should be taken to ensure that there are no implications of insider trading derived from such relationships; therefore, Restricted Persons may not: (i) trade securities, either personally or on behalf of others while in possession of material nonpublic information concerning those securities or their issuer, or (ii) communicate material nonpublic information to others, including internal and/or external communications, in violation of Applicable law.

Penalties for communicating or trading on material nonpublic information are severe. A person can be subject to some or all of the following, even if he or she does not personally benefit from the violation: civil injunctions; damages in a civil suit; disgorgement of profits; jail sentences; fines for a person who committed the violation; fines for the employer or other controlling person; and prohibition from employment in the securities industry.

Restricted Persons may not engage in what is commonly known as “front-running” or “scalping” (i.e. the buying or selling of securities in an account over which the employee has beneficial ownership prior to a purchase or sale by a client, in order to benefit from any price movement that may be caused by the client’s transactions). Such conduct would constitute a violation of this Policy. Restricted Persons may not engage in any transactions for the purpose of raising, lowering, or maintaining the price of a security or of creating a false appearance of active trading in a security (i.e. manipulation).

In addition, AXA Rosenberg Group has established, implemented and maintained arrangements aimed at preventing Restricted Persons from engaging in activities that may give rise to a conflict of interest. Restricted Persons may not enter into a personal transaction that conflicts or is likely to conflict with an obligation of the Firm to a client. Please refer to AXA Rosenberg Group’s Conflicts of Interest Policy for additional information.

 

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APPENDIX 2

(Applies to Restricted Persons affiliated with US-based subsidiaries of AXA Rosenberg Group only)

Sample Broker Confirmation Request Letter

[Date]

[Name]

[Name of broker-dealer]

[Address of broker-dealer]

Re: [Employee name, Account Number(s)]

I am deemed a Supervised Person of AXA Rosenberg Group, a registered investment adviser. In compliance with the Firm’s Code of Ethics, please send duplicate statements and confirmations of any securities transactions in the above referenced account to the Firm at the following address:

 

 

            Attention: Compliance Department

            AXA Rosenberg Group

            4 Orinda Way, Building E

            Orinda, CA 94563

 

Very truly yours,

[Signature of Employee]

 

cc: Joan Jiang, Compliance

Jennifer Showers, Compliance

 

Page 24 of 24

Exhibit (p)(46)(ii)

FRANKLIN TEMPLETON INVESTMENTS

CODE OF ETHICS

(pursuant to Rule 17j-1 of the Investment Company Act of 1940

and Rule 204A-1 of the Investment Advisers Act of 1940)

AND

INSIDER TRADING COMPLIANCE POLICY AND PROCEDURES

Revised May 2008

TABLE OF CONTENTS

 

CODE OF ETHICS

   2

PART 1 - S TATEMENT OF P RINCIPLES

   2

PART 2 - P URPOSE OF THE C ODE AND C ONSEQUENCES OF N ON - COMPLIANCE

   3

PART 3 - C OMPLIANCE R EQUIREMENTS

   4

PART 4 - R EPORTING R EQUIREMENTS FOR C ODE OF E THICS P ERSONS ( EXCLUDING I NDEPENDENT D IRECTORS OF THE F UNDS AND OF C ERTAIN A DVISORY S UBSIDIARIES OF FRI)

   11

PART 5 - P RE - CLEARANCE R EQUIREMENTS A PPLICABLE TO A CCESS P ERSONS ( EXCLUDING I NDEPENDENT D IRECTORS OF THE F UNDS AND C ERTAIN I NVESTMENT A DVISORY S UBSIDIARIES OF FRI) AND P ORTFOLIO P ERSONS

   13

PART 6 - R EQUIREMENTS FOR I NDEPENDENT D IRECTORS OF THE F UNDS AND C ERTAIN I NVESTMENT A DVISORY S UBSIDIARIES OF FRI

   16

PART 7 - P ENALTIES FOR V IOLATIONS OF THE C ODE

   17

PART 8 - A R EMINDER ABOUT THE F RANKLIN T EMPLETON I NVESTMENTS I NSIDER T RADING P OLICY

   19

APPENDIX A: COMPLIANCE PROCEDURES AND DEFINITIONS

   20

I. R ESPONSIBILITIES OF E ACH D ESIGNATED C OMPLIANCE O FFICER

   21

II. D EFINITIONS OF I MPORTANT T ERMS

   25

APPENDIX B: ACKNOWLEDGEMENT FORM AND SCHEDULES

   27

A CKNOWLEDGMENT F ORM

   28

SCHEDULE A: L EGAL AND C OMPLIANCE O FFICERS C ODE OF E THICS A DMINISTRATION D EPT . C ONTACT I NFO

   29

SCHEDULE B: T RANSACTIONS R EPORT

   30

SCHEDULE C: I NITIAL  & A NNUAL D ISCLOSURE OF B ROKERAGE A CCOUNTS , I NVESTMENT A DVISORY A CCOUNTS , S ECURITIES H OLDINGS AND D ISCRETIONARY A UTHORITY

   31

SCHEDULE D: NOTIFICATION OF SECURITIES ACCOUNT

   33

SCHEDULE E: N OTIFICATION OF D IRECT OR I NDIRECT B ENEFICIAL I NTEREST

   34

SCHEDULE F: C HECKLIST FOR I NVESTMENTS IN P ARTNERSHIPS AND S ECURITIES I SSUED IN L IMITED O FFERINGS (P RIVATE P LACEMENTS )

   35

SCHEDULE G: R EQUEST FOR A PPROVAL TO S ERVE AS A D IRECTOR

   37

APPENDIX C: INVESTMENT ADVISER AND BROKER-DEALER AND OTHER SUBSIDIARIES OF FRANKLIN RESOURCES, INC. – MAY 2008

   38

INSIDER TRADING COMPLIANCE POLICY AND PROCEDURES

   39

A. L EGAL R EQUIREMENT

   39

B. W HO IS AN I NSIDER ?

   39

C. W HAT IS M ATERIAL I NFORMATION ?

   39

D. W HAT IS N ON -P UBLIC I NFORMATION ?

   40

E. B ASIS FOR L IABILITY

   40

F. P ENALTIES FOR I NSIDER T RADING

   40

G. I NSIDER T RADING P ROCEDURES

   41

H. G ENERAL A CCESS C ONTROL P ROCEDURES

   42

 

1


CODE OF ETHICS

The Code of Ethics (the “Code”) and Insider Trading Compliance Policy and Procedures (the “Insider Trading Policy”), including any supplemental memoranda is applicable to all officers, directors, employees and certain designated temporary employees (collectively, “Code of Ethics Persons”) of Franklin Resources, Inc. (“FRI”), all of its subsidiaries, and the funds in the Franklin Templeton Group of Funds (the “Funds”) (collectively, “Franklin Templeton Investments”). The subsidiaries listed in Appendix C of the Code, together with Franklin Resources, Inc. and the Funds, have adopted the Code and Insider Trading Policy.

The Code summarizes the values, principles and business practices that guide Franklin Templeton Investments’ business conduct, provides a set of basic principles for Code of Ethics Persons regarding the conduct expected of them and also establishes certain reporting requirements applicable to Supervised and Access Persons (defined below). It is the responsibility of all Code of Ethics Persons to maintain an environment that fosters fairness, respect and integrity. Code of Ethics Persons are expected to seek the advice of a supervisor or the Code of Ethics Administration Department with any questions on the Code and/or the Insider Trading Policy.

In addition to this Code, the policies and procedures prescribed under the Code of Ethics and Business Conduct adopted by Franklin Resources, Inc. are additional requirements that apply to certain Code of Ethics Persons. The current version of the Fair Disclosure Polices and Procedures and the Chinese Wall Policy also apply to certain Code of Ethics Persons. Executive Officers, Directors and certain other designated employees of FRI will also be subject to additional requirements with respect to the trading of the securities of FRI (i.e. BEN shares).

PART 1 - Statement of Principles

All Code of Ethics Persons are required to conduct themselves in a lawful, honest and ethical manner in their business practices. Franklin Templeton Investments’ policy is that the interests of its Funds’ shareholders and clients are paramount and come before the interests of any Code Of Ethics Person.

The personal investing activities of Code of Ethics Persons must be conducted in a manner to avoid actual or potential conflicts of interest with Fund shareholders and other clients of any Franklin Templeton Investments adviser.

Code of Ethics Persons shall use their positions with Franklin Templeton Investments and any investment opportunities they learn of because of their positions with Franklin Templeton Investments in a manner consistent with applicable Federal Securities Laws and their fiduciary duties to use such opportunities and information for the benefit of the Funds’ shareholders and clients.

Information concerning the identity of security holdings and financial circumstances of Funds and other clients is confidential and all Code of Ethics Persons must vigilantly safeguard this sensitive information.

Lastly, Code of Ethics Persons shall not, in connection with the purchase or sale of a security, including any option to purchase or sell, and any security convertible into or exchangeable for, any security that is “held or to be acquired” by a Fund:

 

  A. employ any device, scheme or artifice to defraud a Fund;

 

  B. make to a Fund any untrue statement of a material fact or omit to state to a Fund a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;

 

Revised May 2008 / Effective July 1, 2008   2


  C. engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon a Fund; or

 

  D. engage in any manipulative practice with respect to a Fund.

A security is “held or to be acquired” if within the most recent 15 days it (i) is or has been held by a Fund, or (ii) is being or has been considered by a Fund or its investment adviser for purchase by the Fund.

PART 2 - Purpose of the Code and Consequences of Non-compliance

It is important that you read and understand the Code because its purpose is to help all of us comply with the law and to preserve and protect the outstanding reputation of Franklin Templeton Investments.

Any violation of the Code or Insider Trading Policy including engaging in a prohibited transaction or failure to file required reports may result in disciplinary action, up to and including termination of employment and/or referral to appropriate governmental agencies.

All Code of Ethics Persons must report violations of the Code and the Insider Trading Policy whether committed by themselves or by others promptly to their supervisor or the Code of Ethics Administration Department. If you have any questions or concerns about compliance with the Code or Insider Trading Policy you are encouraged to speak with your supervisor or the Code of Ethics Administration Department. In addition, you may call the Compliance and Ethics Hotline at 1-800-636-6592. Calls to Compliance and the Ethics Hotline may be made anonymously. Franklin Templeton Investments will treat the information set forth in a report of any suspected violation of the Code or Insider Trading Policy in a confidential manner and will conduct a prompt and appropriate evaluation and investigation of any matter reported. Code of Ethics Persons are expected to cooperate in investigations of reported violations. To facilitate employee reporting of violations of the Code or Insider Trading Policy, Franklin Templeton Investments will not allow retaliation against anyone who has made a report in good faith.

 

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PART 3 - Compliance Requirements

3.1 Who Is Covered by the Code and How Does It Work?

The Statement of Principles contained in the Code and the policies and procedures prescribed under the Code of Ethics and Business Conduct must be observed by all Code of Ethics Persons. All officers, directors, employees and certain designated temporary employees of Franklin Templeton Investments are Code of Ethics Persons. However, depending on which of the categories described below that you are placed, there are different types of restrictions and reporting requirements placed on your personal investing activities. The category in which you will be placed generally depends on your job function, although unique circumstances may result in your placement in a different category. If you have any questions regarding which category you are a member of and the attendant responsibilities, please contact the Code of Ethics Administration Department.

 

  (1) Supervised Persons: Supervised persons are a U.S. registered investment adviser’s partners, officers, directors (or other persons occupying a similar status or performing similar functions), and employees, as well as any other person who provides advice on behalf of the adviser and are subject to the supervision and control of the adviser.

 

  (2) Access Persons: Access Persons are those persons who: have access to nonpublic information regarding Funds’ or clients’ securities transactions; or are involved in making securities recommendations to Funds or clients; or have access to recommendations that are nonpublic; or have access to nonpublic information regarding the portfolio holdings of Reportable Funds. Examples of “ access to nonpublic information” include having access to trading systems, portfolio accounting systems, research databases or settlement information. Thus, Access Persons are those people who are in a position to exploit information about Funds’ or clients’ securities transactions or holdings. Administrative, technical and clerical personnel may be deemed Access Persons if their functions or duties give them access to such nonpublic information.

The following are some of the departments, which would typically (but not exclusively) include Access Persons. Please note however that whether you are an Access Person is based on an analysis of the types of information that you have access to and the determination will be made on a case-by-case basis:

 

   

fund accounting;

 

   

futures associates;

 

   

global compliance;

 

   

portfolio administration;

 

   

private client group/high net worth; and

 

   

anyone else designated by the Director of Global Compliance and/or the Chief Compliance Officer.

In addition, you are an Access Person if you are any of the following:

 

   

an officer or director of the Funds;

 

   

an officer or director of an investment adviser or broker-dealer subsidiary of Franklin Templeton Investments; or

 

   

a person that controls those entities.

Note: Under this definition, an independent director of FRI would not be considered an Access Person.

 

Revised May 2008 / Effective July 1, 2008   4


  (3) Portfolio Persons: Portfolio Persons are a subset of Access Persons and are those employees of Franklin Templeton Investments, who, in connection with his or her regular functions or duties, makes or participates in the decision to purchase or sell a security by a Fund or any other client or if his or her functions relate to the making of any recommendations about those purchases or sales. Portfolio Persons include:

 

   

portfolio managers;

 

   

research analysts;

 

   

traders;

 

   

employees serving in equivalent capacities (including Futures Associates);

 

   

employees supervising the activities of Portfolio Persons; and

 

   

anyone else designated by the Director of Global Compliance and/or the Chief Compliance Officer.

 

  (4) Non-Access Persons: If you are an employee or temporary employee of Franklin Templeton Investments AND you do not fit into any of the above categories, you are a Non-Access Person. Because you do not receive nonpublic information about Fund/Client portfolios, you are subject only to the prohibited transaction provisions described in 3.4 of the Code, the Statement of Principles and the Insider Trading Policy and the policies and procedures prescribed under the FRI Code of Ethics and Business Conduct. The independent directors of FRI are Non-Access Persons.

You will be notified about which of the category(ies) you are considered to be a member of at the time you become affiliated with Franklin Templeton Investments and also if you become a member of a different category.

As described further below, the Code prohibits certain types of transactions and requires pre-clearance and reporting of others. Non-Access Persons and Supervised Persons do not have to pre-clear their security transactions, and, in most cases, do not have to report their transactions. Independent Directors of the Funds also need not pre-clear or report on any securities transactions unless they knew, or should have known that, during the 15-day period before or after the transaction, the security was purchased or sold or considered for purchase or sale by a Fund. However, personal investing activities of all Code of Ethics Persons are to be conducted in compliance with the prohibited transactions provisions contained in Section 3.4, the Statement of Principles and the Insider Trading Compliance Policy and Procedures.

3.2 What Accounts and Transactions Are Covered?

The Code covers:

1. Securities accounts/transactions in which you have direct or indirect beneficial ownership.

You are considered to have “beneficial ownership” of a security if you, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, have or share a direct or indirect economic interest in a security. There is a presumption that you have an economic interest in securities held or acquired by members of your immediate family sharing the same household. Thus, a transaction by or for the account of your spouse, or other immediate family member living in your home would be treated as though the transaction were your own.

2. Transactions for an account in which you have an economic interest (other than the account of an unrelated client for which advisory fees are received) and have or share investment control.

 

Revised May 2008 / Effective July 1, 2008   5


For example, if you invest in a corporation that invests in securities and you have or share control over its investments, that corporation’s securities transactions would generally be treated as though they were your own.

3. Securities in which you do not have an economic interest (that are held by a partnership, corporation, trust or similar entity) however, you either have control of such entity, or have or share control over its investments.

For example, if you were the trustee of a trust or foundation but you did not have an economic interest in the entity (i.e., you are not the trustor (settlor) or beneficiary) the securities transactions would be treated as though they were your own if you had voting or investment control of the trust’s assets or you had or shared control over its investments.

Accordingly, each time the words “you” or “your” are used in this document, they apply not only to your personal transactions and accounts, but to all the types of accounts and transactions described above . If you have any questions as to whether a particular account or transaction is covered by the Code, please contact the Code of Ethics Administration Department 650-312-3693 (ext. 23693) for guidance.

3.3 What Securities Are Exempt From the Code of Ethics?

You do not need to pre-clear or report transactions in the following types of securities:

 

  (1) direct obligations of the U.S. government (i.e. securities issued or guaranteed by the U.S. government such as Treasury bills, notes and bonds including U.S. savings bonds and derivatives thereof);

 

  (2) money market instruments – banker’s acceptances, bank certificates of deposits, commercial paper, repurchase agreements and other high quality short-term debt instruments;

 

  (3) shares of money market funds;

 

  (4) shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds; and

 

  (5) shares issued by U.S. registered open-end funds (I.E. mutual funds) other than Reportable Funds”.

Transactions in the types of securities listed above are also exempt from: (i) the prohibited transaction provisions contained in Section 3.4; (ii) the additional requirements applicable to Portfolio Persons; and (iii) the applicable reporting requirements contained in Part 4.

3.4 Prohibited Transactions and Transactions Requiring Pre-approval for Code of Ethics Persons

 

  A. “Intent” Is Important

The transactions described below comprise a non-exclusive listing of those transactions that have been determined by the courts and the SEC to be prohibited by law. These types of transactions are a violation of the Statement of Principles and are prohibited. It should be noted that pre-clearance, which is a cornerstone of our compliance efforts, cannot detect inappropriate or illegal transactions, which are by their definition dependent upon intent. Therefore, personnel of the Code of Ethics Administration Department can assist you with compliance with the Code however, they cannot guarantee any particular transaction complies with the Code or any applicable law. The fact that your

 

Revised May 2008 / Effective July 1, 2008   6


proposed transaction receives pre-clearance may not provide a full and complete defense to an accusation of a violation of the Code or of any laws. For example, if you executed a transaction for which you received pre-clearance, or if the transaction was exempt from pre-clearance (e.g., a transaction for 500 shares or less), that would not preclude a subsequent finding that front-running or scalping occurred because such activity is dependent upon your intent. In other words, your intent may not be able to be detected or determined when a particular transaction request is analyzed for pre-clearance, but can only be determined after a review of all the facts.

In the final analysis, adherence to the principles of the Code remains the responsibility of each person effecting personal securities transactions.

 

  B. Code Of Ethics Persons – Prohibitions and Requirements

 

  1. Front running: Trading Ahead of a Fund or Client

You shall not front-run any trade of a Fund or client. The term “front run” means knowingly trading before a contemplated transaction by a Fund or client of any Franklin Templeton adviser, whether or not your trade and the Fund’s or client’s trade take place in the same market. Front running is prohibited whether or not you realize a profit from such a transaction. Thus, you may not:

 

  (a) purchase a security if you intend, or know of Franklin Templeton Investments’ intention, to purchase that security or a related security on behalf of a Fund or client, or

 

  (b) sell a security if you intend, or know of Franklin Templeton Investments’ intention, to sell that security or a related security on behalf of a Fund or client.

 

  2. Scalping

You shall not purchase a security (or its economic equivalent) with the intention of recommending that the security be purchased for a Fund or client, or sell short a security (or its economic equivalent) with the intention of recommending that the security be sold for a Fund or client. Scalping is prohibited whether or not you realize a profit from such a transaction.

 

  3. Trading Parallel to a Fund or Client

You shall not either buy a security if you know that the same or a related security is being bought contemporaneously by a Fund or client, or sell a security if you know that the same or a related security is being sold contemporaneously by a Fund or client.

Refer to Section I.A., “Pre-clearance Standards,” of Appendix A of the Code for more details regarding the pre-clearance of personal securities transactions.

 

  4. Trading Against a Fund or Client

You shall not:

 

  (a) buy a security if you know that a Fund or client is selling the same or a related security; or has sold the security or

 

  (b) sell a security if you know that a Fund or client is buying the same or a related security, or has bought the security.

Refer to Section I.A., “Pre-clearance Standards,” of Appendix A of the Code for more details regarding the pre-clearance of personal securities transactions.

 

Revised May 2008 / Effective July 1, 2008   7


  5. Certain Transactions in Securities of Franklin Resources, Inc., and Affiliated Closed-end Funds

You shall not effect a short sale of the securities, including “short sales against the box” of Franklin Resources, Inc., or any of the Franklin Templeton Group of closed-end funds, or any other security issued by Franklin Templeton Investments. This prohibition would also apply to effecting economically equivalent transactions, including, but not limited to purchasing and selling call or put options and swap transactions or other derivatives. Officers and directors of Franklin Templeton Investments, who are covered by Section 16 of the Securities Exchange Act of 1934, are reminded that their obligations under Section 16 are in addition to their obligations under this Code and other additional requirements with respect to pre-clearance and Rule 144 affiliate policies and procedures.

 

  6. Short Term Trading or “Market Timing” in the Funds.

Franklin Templeton Investments seeks to discourage short-term or excessive trading, often referred to as “market timing.” Code of Ethics Persons must be familiar with the “Market Timing Trading Policy” described in the prospectus of each Fund in which they invest and must not engage in trading activity that might violate the purpose or intent of that policy. Accordingly, all directors, officers and employees of Franklin Templeton Investments must comply with the purpose and intent of each fund’s Market Timing Trading Policy and must not engage in any short-term or excessive trading in Funds. The Trade Control Team of each Fund’s transfer agent will monitor trading activity by directors, officers and employees and will report to the Code of Ethics Administration Department, trading patterns or behaviors that may constitute short-term or excessive trading. Given the importance of this issue, if the Code of Ethics Administration Department determines that you engaged in this type of activity, you will be subject to discipline, up to and including termination of employment and a permanent suspension of your ability to purchase shares of any Funds. This policy applies to Franklin Templeton funds including those Funds purchased through a 401(k) plan and to funds that are sub-advised by an investment adviser subsidiary of Franklin Resources, Inc., but does not apply to purchases and sales of Franklin Templeton money fund shares.

 

  7. Service as a Director

Code of Ethics Persons (excluding Independent Directors of FRI) may not serve as a director, trustee, or in a similar capacity for any public or private company (excluding not-for-profit companies, charitable groups, and eleemosynary organizations) unless you receive approval from the CEO of Franklin Resources, Inc. and it is determined that your service is consistent with the interests of the Funds and clients of Franklin Templeton Investments. You must notify the Code of Ethics Administration Department, of your interest in serving as a director, including your reasons for electing to take on the directorship by completing Schedule G. The Code of Ethics Administration Department will process the request through the Franklin Resources, Inc. CEO. If approved by the CEO of Franklin Resources, Inc. procedures applicable to serving as an outside director will be furnished to you by the Code of Ethics Administration Department. FRI Independent Directors are subject to the FRI Corporate Governance Guidelines with respect to service on another company’s board.

 

  C. Access Persons (excluding Independent Directors of the Funds) and Portfolio Persons - Additional Prohibitions and Requirements

 

  1. Securities Sold in a Public Offering

Access Persons shall not buy securities in any initial public offering, or a secondary offering by an issuer except for offerings of securities made by closed-end funds that are either advised or sub-advised by a Franklin Templeton Investments adviser. Although exceptions are rarely granted, they will be considered on a case-by-case basis and only in accordance with procedures contained in section I.B. of Appendix A.

 

Revised May 2008 / Effective July 1, 2008   8


  2. Interests in Partnerships and Securities Issued in Limited Offering (Private Placements)

Access Persons shall not invest in limited partnerships (including interests in limited liability companies, business trusts) or other securities in a Limited Offering (private placement) without pre-approval from the Code of Ethics Administration Department. In order to seek consideration for pre-approval you must:

 

  (a) complete the Limited Offering (Private Placement) Checklist (Schedule F)

 

  (b) provide supporting documentation (e.g., a copy of the offering memorandum);

 

  (c) obtain approval of the appropriate Chief Investment Officer; and

 

  (d) submit all documents to the Code of Ethics Administration Department.

Approvals for such investments will be determined by the Director of Global Compliance or the Chief Compliance Officer.

Pre-approval is not required for investments in FTI sponsored products but reporting on Schedule B, including the offering memorandum (or equivalent documents) is still required.

 

  D. Portfolio Persons - Additional Prohibitions and Requirements

 

  1. Short Sales of Securities

Portfolio Persons shall not sell short any security held by Associated Clients, including “short sales against the box.” This prohibition also applies to effecting economically equivalent transactions, including, but not limited to, sales of uncovered call options, purchases of put options while not owning the underlying security and short sales of bonds that are convertible into equity positions.

 

  2. Short Swing Trading

Portfolio Persons shall not profit from the purchase and sale or sale and purchase within sixty (60) calendar days of any security in all his/her personal accounts taken in aggregate, including derivatives. Portfolio Persons are responsible for transactions that may occur in margin and option accounts and all such transactions must comply with this restriction. 1

This restriction does not apply to:

 

  (a) trading within a sixty (60) calendar day period if you do not realize a profit and you do not violate any other provisions of this Code; and

 

  (b) profiting on the purchase and sale or sale and purchase within sixty (60) calendar days of the following securities:

 

   

securities that are direct obligations of the U.S. Government, such as Treasury bills, notes and bonds, and U.S. Savings Bonds and derivatives thereof;

 

1 This restriction applies equally to transactions occurring in margin and option accounts, which may not be due to direct actions by the Portfolio Person. For example, a stock held less than sixty (60) days that is sold to meet a margin call or the underlying stock of a covered call option held less than sixty (60) days that is called away, would be a violation of this restriction if these transactions resulted in a profit for the Portfolio Person.

 

Revised May 2008 / Effective July 1, 2008   9


   

high quality short-term instruments (“money market instruments”) including but not limited to (i) bankers’ acceptances, (ii) U.S. bank certificates of deposit; (iii) commercial paper; and (iv) repurchase agreements;

 

   

shares of any registered open-end investment companies including Exchange Traded Funds (ETF), Holding Company Depository Receipts (Hldrs) and shares of Franklin Templeton Funds subject to the short term trading (market timing) policies described in each Fund’s prospectus; and

 

   

call or put options on a financial index (“index option”).

Calculation of a profit on any short-swing transaction will be maximum gain realized based on the purchases and sales (or sales and purchases) occurring during the 60 day period. For example:

 

   

6/1/XX buy 1000 shares of Company ABC @ $10.00/share

 

   

7/1/XX buy 500 shares of Company ABC @ $15.00/share

 

   

7/15/XX sell 500 shares of Company ABC @ $14.00/share

The short swing profit would be calculated as follows:

 

•   7/15/XX sale of 500 shares of Company ABC @ $14.00/share =

   $ 7000   

•   6/1/XX buy of 500 shares of Company ABC @ $10.00/share =

   $ 5000   
         

Short-swing profit:

   $ 2000   

 

  3. Disclosure of Interest in a Security and Method of Disclosure

As a Portfolio Person, you must promptly disclose your direct or indirect beneficial interest in the security of an issue,

 

  (a) if you are involved, either directly or as part of a larger research group, in analysis of the issuer;

 

  (b) if you participate in the decision to include the company on “buy” or “sell” lists or model portfolios; or

 

  (c) before you place an initial order for an account you manage.

In such instances, you must initially disclose that beneficial interest to your Chief Investment Officer and/or Director of Research, with a copy to Code of Ethics Administration, using Schedule E (or on a form containing substantially similar information) that has been signed by your Chief Investment Officer and/or Director of Research.

Additionally, you must re-disclose to your Chief Investment Officer/Director of Research, if you participate in decisions to change the recommendation of the security (e.g., recommending to increase or decrease portfolio weighting).

 

Revised May 2008 / Effective July 1, 2008   10


PART 4 - Reporting Requirements for Code of Ethics Persons (excluding Independent Directors of the Funds and of Certain Advisory Subsidiaries of FRI)

References to Access Persons in this Part 4 do not apply to the Independent Directors of the Funds and of FRI. Reporting requirements applicable to Independent Directors of the Funds are separately described in Part 6.

4.1 Reporting of Beneficial Ownership and Securities Transactions

Compliance with the following personal securities transaction reporting procedures is essential to meeting our responsibilities with respect to the Funds and other clients as well as complying with regulatory requirements. You are expected to comply with both the letter and spirit of these requirements by completing and filing all reports required under the Code in a timely manner. If you have any questions about which reporting requirements apply to you, please contact the Code of Ethics Administration Department.

4.2 Initial Reports

 

  A. Acknowledgement Form (Supervised Persons, Access Persons and Portfolio Persons)

All Supervised Persons, Access Persons and Portfolio Persons must complete and return an executed Acknowledgement Form to the Code of Ethics Administration Department no later than ten (10) calendar days after the date the person is notified by a member of the Human Resources Department.

 

  B. Schedule C - Initial & Annual Disclosure of Brokerage Accounts, Investment Advisory Accounts, Securities Holdings and Discretionary Authority (Access Persons and Portfolio Persons)

In addition, all Access Persons and Portfolio Persons must also file Schedule C (Initial & Annual Disclosure of Brokerage Accounts, Securities Holdings and Discretionary Authority) by returning the completed form to Human Resources no later than ten (10) calendar days after becoming an Access or Portfolio Person. The submitted information must be current as of a date not more than forty-five (45) days prior to becoming an Access or Portfolio Person.

4.3 Quarterly Transaction Reports

 

  A. Access Persons and Portfolio Persons

You must report all securities transactions except for those (1) effected pursuant to an Automatic Investment Plan (however, any transaction that overrides the preset schedule or allocations of the automatic investment plan must be included in a quarterly transaction report); (2) that would duplicate information contained in broker confirmations or statements.

You must provide the Code of Ethics Administration Department no later than thirty (30) calendar days after the end of each calendar quarter, with either; (i) copies of all broker’s confirmations and statements (which may be sent under separate cover by the broker) showing all your securities transactions and holdings in such securities, or (ii) a completed Schedule B (Transactions Report). Please use Schedule B only when your securities transactions do not generate a statement or do not take place in a brokerage account. Brokerage statements and confirmations submitted must include all transactions in securities in which you have, or by reason of the transaction acquire any direct or indirect beneficial ownership, including transactions in a discretionary account and transactions for any account in which you have any economic interest and have or share investment control. Please remember that you must report all securities acquired by gift, inheritance, vesting, 2 stock splits, merger or reorganization of the issuer of the security.

 

Revised May 2008 / Effective July 1, 2008   11


Failure to timely report transactions is a violation of Rule 17j-1, Rule 204A-1, as well as the Code, and will be reported to the Director of Global Compliance and/or the Fund’s Board of Directors and may also result in disciplinary action, up to and including, termination.

4.4 Annual Reports

 

  A. Securities Accounts, Investment Advisory Accounts and Securities Holdings Reports (Access Persons and Portfolio Persons)

You must file a report of all personal securities accounts and securities holdings on Schedule C (Initial and Annual Disclosure of Brokerage Accounts, Investment Advisory Accounts, Securities Holdings and Discretionary Authority), with the Code of Ethics Administration Department, annually by February 1st. You must report the name and description of each securities account in which you have a direct or indirect beneficial interest, including securities accounts of your immediate family residing in the same household. You must provide information on any account that is covered under Section 3.2 of the Code.

This report should include all of your securities holdings, including any security acquired by a transaction, gift, inheritance, vesting, merger or reorganization of the issuer of the security, in which you have any direct or indirect beneficial ownership, including securities holdings in a discretionary account. Your securities holding information must be current as of a date no more than forty-five (45) days before the report is submitted. You may attach copies of year-end brokerage statements to Schedule C in lieu of listing each of your security positions on the Schedule.

 

  B. Acknowledgement Form (Supervised Persons, Access Persons and Portfolio Persons)

Supervised Persons, Access Persons and Portfolio Persons will be asked to certify by February 1 st annually that they have complied with and will comply with the Code and Insider Trading Policy by filing the Acknowledgment Form with the Code of Ethics Administration Department.

4.5 Brokerage Accounts, Investment Advisory Accounts and Confirmations of Securities Transactions (Access Persons and Portfolio Persons)

Before or at a time contemporaneous with opening a brokerage account or investment advisory account with a registered broker-dealer, or a bank, or placing an initial order for the purchase or sale of securities with that broker-dealer, investment adviser or bank, you must:

 

  (a) notify the Code of Ethics Administration Department, in writing, by completing Schedule D (Notification of Securities Account) or by providing substantially similar information; and

 

  (b) notify the institution with which you open the account, in writing, of your association with Franklin Templeton Investments.

The Code of Ethics Administration Department will request, in writing, that the institution send duplicate copies of confirmations and statements for all transactions effected in the account simultaneously with their mailing of such confirmation and statement to you.

If you have an existing account on the effective date of this Code or upon becoming an Access or Portfolio Person, you must comply within ten (10) days with conditions (a) and (b) above.

 

2

You are not required to separately report the vesting of shares or options of Franklin Resources, Inc., received pursuant to a deferred compensation plan as such information is already maintained.

 

Revised May 2008 / Effective July 1, 2008   12


PART 5 - Pre-clearance Requirements Applicable to Access Persons (excluding Independent Directors of the Funds and Certain Investment Advisory Subsidiaries of FRI) and Portfolio Persons

References to Access Persons in this Part 5 do not apply to the Independent Directors of the Funds and Certain Investment Advisory Subsidiaries of FRI. Pre-clearance requirements applicable to Independent Directors of the Funds are separately described in Part 6.

Prior Approval (Pre-Clearance) of Securities Transactions

 

  A. Length of Approval

You shall not buy or sell any security without first contacting a member of the Code of Ethics Administration Department either electronically or by phone and obtaining his or her approval, unless your proposed transaction is covered by paragraph B below. Approval for a proposed transaction will remain valid until the close of the business day following the day pre-clearance is granted but may be extended in special circumstances, shortened or rescinded, as explained in the section entitled Pre-clearance Standards in Appendix A.

 

  B. Securities Not Requiring Pre-clearance

You do not need to request pre-clearance for the types of securities or transactions listed below. However, all other provisions of the Code apply, including, but not limited to: (i) the prohibited transaction provisions contained in Part 3.4 such as front-running; (ii) the additional compliance requirements applicable to Portfolio Persons contained in Part 3.4(D), (iii) the applicable reporting requirements contained in Part 4; and (iv) insider trading prohibitions described in the Insider Trading Policy.

If you have any questions, contact the Code of Ethics Administration Department before engaging in the transaction. If you have any doubt whether you have or might acquire direct or indirect beneficial ownership or have or share investment control over an account or entity in a particular transaction, or whether a transaction involves a security covered by the Code, you should consult with the Code of Ethics Administration Department before engaging in the transaction.

You need not pre-clear the following types of transactions or securities:

 

  1) Franklin Resources, Inc., and Closed-End Funds of Franklin Templeton Group of Funds. Purchases and sales of securities of Franklin Resources, Inc. and closed-end funds of Franklin Templeton Group of Funds, as these securities cannot be purchased on behalf of our advisory clients. 3

 

  2) Shares of open-end investment companies (including Reportable Funds).

 

  3) Small Quantities (Not applicable to option transactions (except index options) or Corporate Bonds).

 

3 Officers, directors and certain other designated employees of FRI and its affiliated closed-end funds may be subject to additional ownership reporting and pre-clearance requirements with respect to BEN shares and shares of affiliated closed-end shares as well as certain Rule 144 affiliated policies and procedures. Contact the Code of Ethics Administration Department for additional information. See also the attached Insider Trading Policy.

 

Revised May 2008 / Effective July 1, 2008   13


   

Transactions of 500 shares or less of any security regardless of where it is traded in any 30-day period including Exchange Traded Funds (ETFs) (including SPDRS), Holding Company Depository Receipts (Holdrs) and index options (5 contracts); or

 

   

Transactions in municipal bonds with a face value of $100,000 or less in any 30-day period.

 

   

Option Transactions and Corporate Bond Transactions: The small quantities rule is not applicable to transactions in options (except index options) and corporate bonds. All option and corporate bond transactions must be pre-cleared except for employer stock options as noted in Employer Stock Option Programs below.

Please note that you may not execute any transaction, regardless of quantity, if you learn that the Funds or clients are active in the security. It will be presumed that you have knowledge of Fund or client activity in the security if, among other things, you are denied approval to go forward with a transaction request . “Security”, would include securities of the issuer that are economically equivalent to your proposed transaction. For example, you may not purchase convertible preferred stock or call options of Company ABC if you learn that the Funds or clients are active in the common stock of Company ABC.

 

  4) Dividend Reinvestment Plans: Transactions made pursuant to dividend reinvestment plans (“DRIPs”) do not require pre-clearance regardless of quantity or Fund activity.

 

  5) Government Obligations . Transactions in securities issued or guaranteed by the governments of the United States, Canada, the United Kingdom, France, Germany, Switzerland, Italy and Japan, or their agencies or instrumentalities, or derivatives thereof.

 

  6) Payroll Deduction Plans . Securities purchased by an Access Person’s spouse pursuant to a payroll deduction program.

 

  7) Employer Stock Option Programs . Transactions involving the exercise and/or purchase by an Access Person or an Access Person’s spouse of securities pursuant to a program sponsored by a company employing the Access Person or Access Person’s spouse.

 

  8) Pro Rata Distributions . Purchases effected by the exercise of rights issued pro rata to all holders of a class of securities or the sale of rights so received.

 

  9) Tender Offers . Transactions in securities pursuant to a bona fide tender offer made for any and all such securities to all similarly situated shareholders in conjunction with mergers, acquisitions, reorganizations and/or similar corporate actions. However, tenders pursuant to offers for less than all outstanding securities of a class of securities of an issuer must be pre-cleared.

 

  10) Securities Prohibited for Purchase by the Funds and other Clients . Transactions in any securities that are prohibited investments for all Funds and clients advised by the entity employing the Access Person.

 

  11) Variable Rate Demand Obligation/Note transactions.

 

  12) No Investment Control . Transactions effected for an account or entity over which you do not have or share investment control (i.e., an account where someone else exercises complete investment control).

 

  13) No Beneficial Ownership . Transactions in which you do not acquire or dispose of direct or indirect beneficial ownership (i.e., an account where in you have no financial interest).

 

Revised May 2008 / Effective July 1, 2008   14


  C. Discretionary Accounts

You need not pre-clear transactions in any discretionary account for which a registered broker-dealer, a registered investment adviser, or other investment manager acting in a similar fiduciary capacity, exercises sole investment discretion, if the following conditions are met: 4

 

  (1) The terms of each account relationship (“Agreement”) must be in writing and filed with the Code of Ethics Administration Department prior to any transactions.

 

  (2) Any amendment to each Agreement must be filed with the Code of Ethics Administration Department prior to its effective date.

 

  (3) The Access Person certifies to the Code of Ethics Administration Department at the time such account relationship commences, and annually thereafter, as contained in Schedule C of the Code that such Access Person does not have direct or indirect influence or control over the account, other than the right to terminate the account.

 

  (4) Additionally, any discretionary account that you open or maintain with a registered broker-dealer, a registered investment adviser, or other investment manager acting in a similar fiduciary capacity must provide duplicate copies of confirmations and statements for all transactions effected in the account simultaneously with their delivery to you. If your discretionary account acquires securities that are not reported to the Code of Ethics Administration Department by a duplicate confirmation, such transaction must be reported to the Code of Ethics Administration Department on Schedule B (Transactions Report) no later than thirty (30) days after the end of the calendar quarter after you are notified of the acquisition. 5

However, if prior to making any request you advised the discretionary account manager to enter into or refrain from a specific transaction or class of transactions, you must first consult with the Code of Ethics Administration Department and obtain approval prior to making such request.

 

4 Please note that these conditions apply to any discretionary account in existence prior to the effective date of this Code or prior to your becoming an Access Person. Also, the conditions apply to transactions in any discretionary account, including pre-existing accounts, in which you have any direct or indirect beneficial ownership, even if it is not in your name.
5 Any pre-existing agreement must be promptly amended to comply with this condition. The required reports may be made in the form of an account statement if they are filed by the applicable deadline.

 

Revised May 2008 / Effective July 1, 2008   15


PART 6 - Requirements for Independent Directors of the Funds and Certain Investment Advisory Subsidiaries of FRI.

6.1 Pre-clearance Requirements

Independent Directors of the Funds and certain investment advisory subsidiaries of FRI shall pre-clear or report on any securities transactions if they knew or should have known that during the 15-day period before or after the transaction the security was purchased or sold or considered for purchase or sale by the Fund. Such pre-clearance and reporting requirements shall not apply to securities transactions conducted in an account where an Independent Director has granted full investment discretion to a brokerage firm, bank or investment adviser or conducted in a trust account in which the trustee has full investment discretion.

6.2 Reporting Requirements

A. Initial Reports

 

  1. Acknowledgement Form

Independent Directors of the Funds and certain investment advisory subsidiaries of FRI must complete and return an executed Acknowledgement Form to the Code of Ethics Administration Department no later than ten (10) calendar days after the date the person becomes an Independent Director of the Fund.

 

  2. Disclosure of Securities Holdings, Brokerage Accounts and Discretionary Authority

Independent Directors of the Funds and certain investment advisory subsidiaries of FRI are not required to disclose any securities holdings, brokerage accounts, including brokerage accounts where he/she has granted discretionary authority to a brokerage firm, bank or investment adviser.

B. Quarterly Transaction Reports

Independent Directors of the Funds and certain investment advisory subsidiaries of FRI are not required to file any quarterly transaction reports unless he/she knew or should have known that, during the 15-day period before or after a transaction, the security was purchased or sold, or considered for purchase or sale, by a Fund or by Franklin Templeton Investments on behalf of a Fund.

C. Annual Reports

Independent Directors of the Funds and certain investment advisory subsidiaries of FRI will be asked to certify by February 1st annually that they have complied with and will comply with the Code and Insider Trading Policy by filing the Acknowledgment Form with the Code of Ethics Administration Department.

 

Revised May 2008 / Effective July 1, 2008   16


PART 7 - Penalties for Violations of the Code

The Code is designed to assure compliance with applicable laws and to maintain shareholder confidence in Franklin Templeton Investments.

In adopting this Code, it is the intention of the Boards of Directors/Trustees of the subsidiaries listed in Appendix C of this Code, together with Franklin Resources, Inc., and the Funds, to attempt to achieve 100% compliance with all requirements of the Code but recognize that this may not be possible. Certain incidental failures to comply with the Code are not necessarily a violation of the law or the Code. Such violations of the Code not resulting in a violation of law or the Code will be referred to the Director of Global Compliance and/or the Chief Compliance Officer and/or the relevant management personnel, and disciplinary action commensurate with the violation, if warranted, will be imposed. Additionally, if you violate any of the enumerated prohibited transactions contained in Parts 3.4 of the Code, you will be expected to give up any profits realized from these transactions to Franklin Resources, Inc. for the benefit of the affected Funds or other clients. If Franklin Resources, Inc. cannot determine which Funds or clients were affected the proceeds will be donated to a charity chosen either by you or by Franklin Resources, Inc. Please refer to the following page for guidance on the types of sanctions that would likely be imposed for violations of the Code.

Failure to disgorge profits when requested or even a pattern of violations that individually do not violate the law or the Code, but which taken together demonstrate a lack of respect for the Code, may result in more significant disciplinary action, up to and including termination of employment. A violation of the Code resulting in a violation of the law will be severely sanctioned, with disciplinary action potentially including, but not limited to, referral of the matter to the board of directors of the affected Fund, senior management of the appropriate investment adviser, principal underwriter or other Franklin subsidiary and/or the board of directors of Franklin Resources, Inc., termination of employment and referral of the matter to the appropriate regulatory agency for civil and/or criminal investigation.

 

Revised May 2008 / Effective July 1, 2008   17


Code of Ethics Sanction Guidelines

Please be aware that these guidelines represent only a representative sampling of the possible sanctions that may be taken against you in the event of a violation of the Code. Repeated violations of the Code, even inadvertent violations that do not harm Funds or Clients, will be viewed as disregarding principals of the Code and sanction will be more sever.

 

Violation

  

Sanction Imposed

•     Failure to pre-clear but otherwise would have been approved (i.e., no conflict with the fund’s transactions).

   Reminder Memo

•     Failure to pre-clear but otherwise would have been approved (i.e., no conflict with the fund’s transactions) twice within twelve (12) calendar months

 

•     Failure to pre-clear and the transaction would not have been approved

   30 Day Personal Securities Trading Suspension

•     Failure to pre-clear and the transaction would not have been approved twice within twenty-four (24) calendar month

   Immediate sale, 30 Day Personal Securities Trading Suspension and Disgorgement of Profits

•     Trading on a denied request

   Immediate sale, Disgorgement of Profits, length of suspension and any additional penalties will be imposed based on the review of all facts and circumstances

•     Profiting from short-swing trades (profiting on purchase & sale or sale & purchase within sixty (60) days)

   Immediate Disgorgement of Profits

•     Failure to return initial or annual disclosure forms

   Sanction may include but not limited to a reminder memo, suspension of personal trading, monetary sanctions, reporting to the Board of Directors, placed on unpaid administrative leave or termination of employment

•     Failure to timely report transactions

  

•     Violation of Insider Trading Compliance Policy and Procedures

   Subject to review by the appropriate supervisor in consultation with the Franklin Resources Inc., General Counsel for consideration of appropriate disciplinary action up to and including termination of employment and reporting to the appropriate regulatory agency.

 

Revised May 2008 / Effective July 1, 2008   18


PART 8 - A Reminder about the Franklin Templeton Investments Insider Trading Policy

The Insider Trading Policy (see the attached Insider Trading Compliance Policy and Procedures) deals with the problem of insider trading in securities that could result in harm to a Fund, a client, or members of the public. It applies to all Code of Ethics Persons. The guidelines and requirements described in the Insider Trading Policy go hand-in-hand with the Code. If you have any questions or concerns about compliance with the Code and the Insider Trading Policy you are encouraged to speak with the Code of Ethics Administration Department.

 

Revised May 2008 / Effective July 1, 2008   19


APPENDIX A: COMPLIANCE PROCEDURES AND DEFINITIONS

This appendix sets forth the responsibilities and obligations of the Compliance Officers of each entity that has adopted the Code, the Code of Ethics Administration Department, and the Legal Department, under the Code and Insider Trading Policy.

 

Revised May 2008 / Effective July 1, 2008   20


I. Responsibilities of Each Designated Compliance Officer

 

  A. Pre-clearance Standards

 

  1. General Principles

The Director of Global Compliance, the Chief Compliance Officer and/or the Code of Ethics Administration Department, shall permit an Access Person to go forward with a proposed security 6 transaction only if he or she determines that, considering all of the facts and circumstances known to them, the transaction does not violate Federal Securities Laws, or this Code and there is no likelihood of harm to a Fund or client.

 

  2. Associated Clients

Unless there are special circumstances that make it appropriate to disapprove a personal securities transaction request, the Code of Ethics Administration Department shall consider only those securities transactions of the “Associated Clients” of the Access Person, including open and executed orders and recommendations, in determining whether to approve such a request. “Associated Clients” are those Funds or clients whose securities holdings and/or trading information would be available to the Access Person during the course of his or her regular functions or duties. As of November 2004, there are five groups of Associated Clients: (i) the Franklin Mutual Series Funds and clients advised by Franklin Mutual Advisers, LLC (“Mutual Clients”); (ii) the Franklin Group of Funds and the clients advised by the various Franklin investment advisers (“Franklin Clients”); (iii) the Templeton Group of Funds and the clients advised by the various Templeton investment advisers (“Templeton Clients”); (iv) the Bissett Group of Funds and the clients advised by Franklin Templeton Investments Corp. (“Bissett Clients”); and (v) the Fiduciary Group of funds and the clients advised by the various Fiduciary investment advisers (“Fiduciary Clients”). Other Associated Clients will be added to this list as they are established. Thus, for example, persons who have access to the trading information of Mutual Clients generally will be pre-cleared solely against the securities transactions of the Mutual Clients, including open and executed orders and recommendations. Similarly, persons who have access to the trading information of Franklin Clients, Templeton Clients, Bissett Clients, or Fiduciary Clients, generally will be pre-cleared solely against the securities transactions of Franklin Clients, Templeton Clients, Bissett Clients or Fiduciary Clients respectively.

Certain officers of Franklin Templeton Investments, as well as certain employees in the Legal, Global Compliance, Fund Accounting, Investment Operations and other personnel who generally have access to trading information of the Funds and clients of Franklin Templeton Investments during the course of their regular functions and duties, will have their personal securities transactions pre-cleared against executed transactions, open orders and recommendations of all Associated Clients.

 

  3. Specific Standards

 

  (a) Securities Transactions by Funds or clients

No clearance shall be given for any transaction in any security on any day during which an Associated Client of the Access Person has executed a buy or sell order in that security, until seven (7) calendar days after the order has been executed. Notwithstanding a transaction in the previous seven days, clearance may be granted to sell if all Associated Clients have disposed of the security.

 

  (b) Securities under Consideration

Open Orders

 

6 Security includes any option to purchase or sell, and any security that is exchangeable for or convertible into, any security that is held or to be acquired by a fund.

 

Revised May 2008 / Effective July 1, 2008   21


No clearance shall be given for any transaction in any security on any day which an Associated Client of the Access Person has a pending buy or sell order for such security, until seven (7) calendar days after the order has been executed or if the order is immediately withdrawn.

Recommendations

No clearance shall be given for any transaction in any security on any day on which a recommendation for such security was made by a Portfolio Person, until seven (7) calendar days after the recommendation was made and no orders have subsequently been executed or are pending.

 

  (c) Limited Offering (Private Placement)

In considering requests by Access Persons for approval of limited partnerships and other limited offering, the Director of Global Compliance or Chief Compliance Officer shall take into account, among other factors, whether the investment opportunity should be reserved for a Fund or other client, and whether the investment opportunity is being offered to the Access Person by virtue of his or her position with Franklin Templeton Investments. If the Access Person receives clearance for the transaction, an investment in the same issuer may only be made for a Fund or client if an executive officer of Franklin Resources, Inc., who has been informed of the Portfolio Person’s pre-existing investment and who has no interest in the issuer, approves the transaction. Please see Schedule F.

 

  (d) Duration of Clearance

If the Code of Ethics Administration Department approves a proposed securities transaction, the order for the transaction must be placed and effected by the close of the next business day following the day approval was granted. The Director of Global Compliance and/or the Chief Compliance Officer may, in his or her discretion, extend the clearance period up to seven (7) calendar days, beginning on the date of the approval, for a securities transaction of any Access Person who demonstrates that special circumstances make the extended clearance period necessary and appropriate. 7 The Director of Global Compliance or the Chief Compliance Officer may, in his or her discretion, after consultation with an executive officer of Franklin Resources, Inc., renew the approval for a particular transaction for up to an additional seven (7) calendar days upon a showing of special circumstances by the Access Person. The Director of Global Compliance or the Chief Compliance Officer may shorten or rescind any approval or renewal of approval under this paragraph if he or she determines it is appropriate to do so.

 

  B. Waivers by the Director of Global Compliance and/or the Chief Compliance Officer

The Director of Global Compliance and/or the Chief Compliance Officer may, in his or her discretion, waive compliance by any Access Person with the provisions of the Code, if he or she finds that such a waiver:

 

  (1) is necessary to alleviate undue hardship or in view of unforeseen circumstances or is otherwise appropriate under all the relevant facts and circumstances;

 

  (2) will not be inconsistent with the purposes and objectives of the Code;

 

7 Special circumstances include but are not limited to, for example, holidays, differences in time zones, delays due to travel, and the unusual size of proposed trades or limit orders. Limit orders must expire within the applicable clearance period.

 

Revised May 2008 / Effective July 1, 2008   22


  (3) will not adversely affect the interests of advisory clients of Franklin Templeton Investments, the interests of Franklin Templeton Investments or its affiliates; and

 

  (4) will not result in a transaction or conduct that would violate provisions of applicable laws or regulations.

Any waiver shall be in writing, shall contain a statement of the basis for it, and the Director of Global Compliance or the Chief Compliance Officer, shall promptly send a copy to the General Counsel of Franklin Resources, Inc.

 

  C. Continuing Responsibilities of the Code of Ethics Administration Department

Pre-clearance Recordkeeping

The Code of Ethics Administration Department shall keep a record of all requests for pre-clearance regarding the purchase or sale of a security, including the date of the request, the name of the Access Person, the details of the proposed transaction, and whether the request was approved or denied. The Code of Ethics Administration Department shall keep a record of any waivers given, including the reasons for each exception and a description of any potentially conflicting Fund or client transactions.

Initial, Annual Holdings Reports and Quarterly Transaction Reports

The Code of Ethics Administration Department shall also collect the signed Acknowledgment Forms from Supervised and Access Persons as well as reports, on Schedules B, C, D, E, F, G of the Code, as applicable. In addition, the Code of Ethics Administration Department shall keep records of all confirmations, and other information with respect to an account opened and maintained with the broker-dealer by any Access Person of Franklin Templeton Investments. The Code of Ethics Administration Department shall preserve those acknowledgments and reports, the records of consultations and waivers, and the confirmations, and other information for the period required by the applicable regulation.

The Code of Ethics Administration Department shall review brokerage transaction confirmations, account statements, Schedules B, C, D, E, F and G for compliance with the Code. The reviews shall include, but are not limited to;

 

  (1) Comparison of brokerage confirmations, Schedule Bs, and/or brokerage statements to pre-clearance requests or, if a private placement, the Private Placement Checklist;

 

  (2) Comparison of brokerage statements and/or Schedule Cs to current securities holding information, securities account information and discretionary authority information; and

 

  (3) Conducting periodic “back-testing” of Access Person transactions, Schedule Cs and/or Schedule Es in comparison to fund and client transactions.

The Code of Ethics Administration Department shall evidence review by initialing and dating the appropriate document or log. Violations of the Code detected by the Code of Ethics Administration Department during his or her reviews shall be promptly brought to the attention of the Director of Global Compliance and/or the Chief Compliance Officer with periodic reports to each appropriate Chief Compliance Officer.

 

  D. Periodic Responsibilities of the Code of Ethics Administration Department

The Code of Ethics Administration Department or designated group shall consult with FRI’s General Counsel and seek the assistance of the Human Resources Department, as the case may be, to assure that:

 

  1. Adequate reviews and audits are conducted to monitor compliance with the reporting, pre-clearance, prohibited transaction and other requirements of the Code.

 

Revised May 2008 / Effective July 1, 2008   23


  2. All Code of Ethics Persons are adequately informed and receive appropriate education and training as to their duties and obligations under the Code.

 

  3. All new Supervised and Access Persons of Franklin Templeton Investments are required to complete the Code of Ethics Computer Based Training program. Onsite training will be conducted on an “as needed” basis.

 

  4. There are adequate educational, informational and monitoring efforts to ensure that reasonable steps are taken to prevent and detect unlawful insider trading by Supervised and Access Persons and to control access to inside information.

 

  5. Written compliance reports are submitted to the Board of Directors of each relevant Fund at least quarterly. Additionally, written compliance reports are submitted to the Board of Directors of Franklin Resources, Inc., and the Board of each relevant Fund at least annually. Such reports will describe any issues arising under the Code or procedures since the last report, including, but not limited to, information about material violations of the Code or procedures and sanctions imposed in response to the material violations.

 

  6. The Global Compliance Department will certify at least annually to the Fund’s board of directors that Franklin Templeton Investments has adopted procedures reasonably necessary to prevent Supervised and Access Persons from violating the Code, and

 

  7. Appropriate records are kept for the periods required by law. Types of records include pre-clearance requests and approvals, brokerage confirmations, brokerage statements, initial and annual Code of Ethics certifications.

 

  E. Approval by Fund’s Board of Directors

 

  (1) Basis for Approval

The Board of Directors/Trustees must base its approval of the Code on a determination that the Code contains provisions reasonably necessary to prevent Code of Ethics Persons from engaging in any conduct prohibited by Rule 17j-1 or Rule 204A-1. The Code of Ethics Administration Department maintains a detailed list of violations and will amend the Code of Ethics and procedures in an attempt to reduce such violations.

 

  (2) New Funds

At the time a new fund is organized, the Code Of Ethics Administration Department will provide the Fund’s board of directors, a certification that the investment adviser and principal underwriter has adopted procedures reasonably necessary to prevent Code of Ethics Persons from violating the Code. Such certification will state that the Code contains provisions reasonably necessary to prevent Code of Ethics Persons from violating the Code.

 

  (3) Material Changes to the Code of Ethics

The Global Compliance Department will provide the Fund’s board of directors a written description of all material changes to the Code no later than six months after adoption of the material change by Franklin Templeton Investments.

 

Revised May 2008 / Effective July 1, 2008   24


II. Definitions of Important Terms

For purposes of the Code of Ethics and Insider Trading Policy, the terms below have the following meanings:

1934 Act - The Securities Exchange Act of 1934, as amended.

1940 Act - The Investment Company Act of 1940, as amended.

Access Person - (1) Each director, trustee, general partner or officer of a Fund or investment adviser in Franklin Templeton Investments; (2) any Advisory Representative; and (3) any director, trustee, general partner or officer of a principal underwriter of the Funds, who has access to information concerning recommendations made to a Fund or client with regard to the purchase or sale of a security.

Advisers Act - The Investment Advisers Act of 1940, as amended.

Advisory Representative - Any director, trustee, general partner, officer or employee of a Fund or investment adviser in Franklin Templeton Investments (or of any company in a control relationship to such Fund or investment adviser) who in connection with his or her regular functions or duties makes any recommendation, who participates in the determination of which recommendation shall be made, whose functions or duties relate to the determination of which recommendation shall be made; or who, obtains any information concerning which securities are being recommended prior to the effective dissemination of such recommendations or of the information concerning such recommendations.

Affiliated Person - it has the same meaning as Section 2(a)(3) of the Investment Company Act of 1940. An “affiliated person” of an investment company includes directors, officers, employees, and the investment adviser. In addition, it includes any person owning 5% of the company’s voting securities, any person in which the investment company owns 5% or more of the voting securities, and any person directly or indirectly controlling, controlled by, or under common control with the company.

Appropriate Analyst - With respect to any Access Person, any securities analyst or portfolio manager making investment recommendations or investing funds on behalf of an Associated Client and who may be reasonably expected to recommend or consider the purchase or sale of a security.

Associated Client - A Fund or client whose trading information would be available to the Access Person during the course of his or her regular functions or duties.

Automatic Investment Plan - A program in which regular periodic purchases (or withdrawals) are made automatically in (or from) investment accounts in accordance with a predetermined schedule and allocations. An automatic investment plan includes a dividend reinvestment plan.

Beneficial Ownership - Has the same meaning as in Rule 16a-1(a)(2) under the 1934 Act. Generally, a person has a beneficial ownership in a security if he or she, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest in the security. There is a presumption of a pecuniary interest in a security held or acquired by a member of a person’s immediate family sharing the same household.

Exchange Traded Funds and Holding Company Depository Receipts - An Exchange-Traded Fund or “ETF” is a basket of securities that is designed to generally track an index—broad stock or bond market, stock industry sector, or international stock. Holding Company Depository Receipts “Holdrs” are securities that represent an investor’s ownership in the common stock or American Depository Receipts of specified companies in a particular industry, sector or group.

 

Revised May 2008 / Effective July 1, 2008   25


Funds - U.S. registered investment companies in the Franklin Templeton Group of Funds.

Held or to be Acquired - A security is “held or to be acquired” if within the most recent 15 days it (i) is or has been held by a Fund, or (ii) is being or has been considered by a Fund or its investment adviser for purchase by the Fund.

Initial Public Offering - An offering of securities registered under the Securities Act of 1933, the issuer of which immediately before the registration was not subject to the reporting requirements of sections 13 or 15(d) of the Securities Exchange Act of 1934.

Limited Offering - An offering that is exempt from registration under the Securities Act of 1933 pursuant to section 4(2) or Section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 under the Securities Act of 1933.

Portfolio Person - Any employee of Franklin Templeton Investments, who, in connection with his or her regular functions or duties, makes or participates in the decision to purchase or sell a security by a Fund in the Franklin Templeton Groups of Funds, or any other client or if his or her functions relate to the making of any recommendations about those purchases or sales. Portfolio Persons include portfolio managers, research analysts, traders, persons serving in equivalent capacities (such as Management Trainees), persons supervising the activities of Portfolio Persons, and anyone else designated by the Director of Global Compliance.

Proprietary Information - Information that is obtained or developed during the ordinary course of employment with Franklin Templeton Investments, whether by you or someone else, and is not available to persons outside of Franklin Templeton Investments. Examples of such Proprietary Information include, among other things, internal research reports, research materials supplied to Franklin Templeton Investments by vendors and broker-dealers not generally available to the public, minutes of departmental/research meetings and conference calls, and communications with company officers (including confidentiality agreements). Examples of non-Proprietary Information include mass media publications (e.g., The Wall Street Journal, Forbes, and Fortune), certain specialized publications available to the public (e.g., Morningstar, Value Line, Standard and Poors), and research reports available to the general public.

Reportable Fund - Any fund for which an Franklin Templeton Investments’ U.S. registered investment adviser (“FTI Adviser”) serves as an investment adviser or a sub-adviser or any fund whose investment adviser or principal underwriter controls a FTI Adviser, is controlled by a FTI adviser or is under common control with a FTI Adviser.

Security - Any stock, note, bond, evidence of indebtedness, participation or interest in any profit-sharing plan or limited or general partnership, investment contract, certificate of deposit for a security, fractional undivided interest in oil or gas or other mineral rights, any put, call, straddle, option, or privilege on any security (including a certificate of deposit), guarantee of, or warrant or right to subscribe for or purchase any of the foregoing, and in general any interest or instrument commonly known as a security. For purposes of the Code, security does not include:

 

  1. direct obligations of the U.S. government (i.e. securities issued or guaranteed by the U.S. government such as Treasury bills, notes and bonds including U.S. savings bonds and derivatives thereof);

 

  2. money market instruments – banker’s acceptances, bank certificates of deposits, commercial paper, repurchase agreement and other high quality short-term debt instruments;

 

  3. shares of money market funds;

 

  4. shares issued by open-end funds other than Reportable Funds; and

 

  5. Shares issued by unit investment trusts that are invested exclusively in one or more open-end funds, none of which are Reportable Funds.

Supervised Persons - Supervised persons are a U.S. registered investment advisers’ partners, officers, directors (or other persons occupying a similar status or performing similar functions), and employees, as well as any other persons who provide advice on behalf of the adviser and are subject to the supervision and control of the adviser.

 

Revised May 2008 / Effective July 1, 2008   26


APPENDIX B: Acknowledgement Form and Schedules

 

Revised May 2008 / Effective July 1, 2008   27


Initial and Annual

Acknowledgment Form

Code of Ethics and Insider Trading Compliance Policy and Procedures

Instructions: Print form, complete, sign and date. Submit completed form as indicated below:

 

   

Initial Disclosure to: Local Human Resources Dept. Contact Person

 

   

Annual Disclosure to: Code of Ethics Administration Dept.

 

Inter-office: Code of Ethics Administration, SM-920/2    Fax: (650) 312-5646
U.S. Mail: Franklin Templeton Investments    E-mail: Preclear-Code of Ethics (internal)
Attn: Code of Ethics Administration Dept.                 Lpreclear@frk.com (external)
P.O. Box 25050   
San Mateo, CA 94402-5050   

To: Code of Ethics Administration Department

I hereby acknowledge receipt of a copy of the Franklin Templeton Investment’s Code Of Ethics (“Code”) and Insider Trading Compliance Policy and Procedures, as amended, which I have read and understand. I will comply fully with all provisions of the Code and the Insider Trading Policy to the extent they apply to me during the period of my employment. If this is an annual certification, I certify that I have complied with all provisions of the Code and the Insider Trading Policy to the extent they applied to me over the past year. Additionally, I authorize any broker-dealer, bank, or investment adviser with whom I have securities accounts and accounts in which I have direct or indirect beneficial ownership, to provide brokerage confirmations and statements as required for compliance with the Code. I further understand and acknowledge that any violation of the Code or Insider Trading Policy, including engaging in a prohibited transaction or failure to file reports as required (see Schedules B, C, D, E, F and G), may subject me to disciplinary action up to and including termination of employment.

 

Name (print)

  

Signature

   Date Submitted    Employee ID
        

Title

  

Department Name

   Location    Extension
        

 

Non Access Person

 

Access Person

 

Supervised Person

 

Portfolio Person

¨

  ¨   ¨   ¨

 

Initial Disclosure

(check this box if you’re a new access person)

 

Annual Disclosure

(check this box if annual certification)

 

Year End

(for compliance use only)

¨

  ¨   ¨

 

Revised May 2008 / Effective July 1, 2008   28


SCHEDULE A: Legal and Compliance Officers Code of Ethics Administration Dept. Contact Info 8

Legal Officer

Craig Tyle

Executive Vice President & General Counsel

Franklin Templeton Investments

One Franklin Parkway

San Mateo, CA 94403-1906

Tel: (650) 312-4161

Fax: (650) 312-2221

Email: ctyle@frk.com

Compliance Officers

Director of Global Compliance

Jim Davis

Franklin Templeton Investments

One Franklin Parkway

San Mateo, CA 94403-1906

Tel: (650) 312-2832

Fax: (650) 312-5676

Email: jdavis@frk.com

Chief Compliance Officer

Tim Stearns

Franklin Templeton Investments

500 East Broward Blvd., Suite 2100

Fort Lauderdale, FL 33394-3091

Tel: (954) 527-7630

Fax: (954) 847-2470

Email: tstearns@templeton.com

Code of Ethics Administration Department

Maria Abbott, Manager

Darlene James

Simon Li

Tadao Hayashi

Global Compliance Department

Franklin Templeton Investments

One Franklin Parkway

San Mateo, CA 94403-1906

Tel: (650) 312-3693

Fax: (650) 312-5646

Email:

  Preclear-Code of Ethics (internal)
  Lpreclear@frk.com (external)

 

8

As of May, 2008

 

Revised May 2008 / Effective July 1, 2008   29


SCHEDULE B: Transactions Report

Instructions: Print form, complete, sign and date. Submit completed form to the Code of Ethics Administration Department via:

 

    Inter-office: Code of Ethics Administration, SM-920/2      Fax: (650) 312-5646
   

U.S. Mail: Franklin Templeton Investments

     E-mail:    Preclear-Code of Ethics (internal)
   

Attn: Code of Ethics Administration Dept.

        Lpreclear@frk.com (external)
   

P.O. Box 25050

       
   

San Mateo, CA 94402-5050

       

This report of personal securities transactions not reported by duplicate confirmations and brokerage statements pursuant to Section 4.3 of the Code is required pursuant to Rule 204A-1 of the Investment Advisers Act of 1940 and Rule 17j-1(d) of the Investment Company Act of 1940. The report must be completed and submitted to the Code of Ethics Administration Department no later than thirty (30) calendar days after the end of the calendar quarter in which you completed such as transaction. Refer to Section 4.3 of the Code for further instructions.

 

Trade Date

 

Buy, Sell or
Other

 

Security Name
Description/Ticker
Symbol or CUSIP
number/Type of
Security (Interest
Rate and Maturity
Date, if applicable)

 

Quantity
(Number of
Shares)

 

Price

 

Principal Amount

 

Broker-Dealer/
Bank and
Account Number

 

Pre-Cleared
through
Compliance
Department

(Date or N/A)

             
             
             
             
             
             
             
             
             
             
             
             

This report shall not be construed as an admission that I have any direct or indirect beneficial ownership in the securities described above.

 

Name (print)

  

Signature

   Date Submitted    Employee ID
        

 

Revised May 2008 / Effective July 1, 2008   30


SCHEDULE C: Initial & Annual Disclosure of Brokerage Accounts, Investment

Advisory Accounts, Securities Holdings and Discretionary Authority

Instructions: Print form, complete, sign and date. Submit completed form as indicated below:

 

   

Initial Disclosure to: Local Human Resources Dept. Contact Person

 

   

Annual Disclosure to: Code of Ethics Administration Dept.

 

    Inter-office: Code of Ethics Administration, SM-920/2      Fax: (650) 312-5646
    U.S. Mail: Franklin Templeton Investments      E-mail:    Preclear-Code of Ethics (internal)
    Attn: Code of Ethics Administration Dept.         Lpreclear@frk.com (external)
    P.O. Box 25050        
    San Mateo, CA 94402-5050        

This report shall set forth the name and/or description of each securities account and holding in which you have a direct or indirect beneficial interest, including securities accounts and holdings of a spouse, minor children or other immediate family member living in your home, trusts, foundations, and any account for which trading authority has been delegated to you, other than authority to trade for a Fund or other client of Franklin Templeton Investments or by you to an unaffiliated registered broker-dealer, registered investment adviser, or other investment manager acting in a similar fiduciary capacity, who exercises sole investment discretion. In lieu of listing each securities account and holding below, you may attach copies of current brokerage statements, sign below and return the Schedule C along with the brokerage statements to the Code of Ethics Administration Department within 10 days of becoming an Access Person if an initial report or by February 1st of each year, if an annual report. The information in this Schedule C or any attached brokerage statements must be current as of a date no more than 45 days prior to the date you become an Access Person or the date you submit your annual report. Refer to Part 4 of the Code for additional filing instructions.

Securities that are EXEMPT from being reported on the Schedule C include: (i) securities that are direct obligations of the U.S. Government, such as Treasury bills, notes and bonds, and U.S. Savings Bonds and derivatives thereof; (ii) high quality short-term instruments (“money market instruments”) including but not limited to bankers’ acceptances, U.S. bank certificates of deposit; commercial paper; and repurchase agreements; (iii) shares of money market funds; shares issued by open-end funds other than Reportable Funds (any fund for which a Franklin Templeton Investments’ U.S. registered investment adviser (“FTI Adviser”) serves as an investment adviser or a sub-adviser or any fund whose investment adviser or principal underwriter is controlled by an FTI adviser or is under common control with a FTI adviser); and shares issued by unit investment trusts that are invested in one or more open-end funds none of which are Reportable Funds.

 

¨ I do not have any brokerage or investment advisory accounts.

 

¨ I do not have any securities holdings.

 

¨ I have attached statements containing all my brokerage and investment advisory accounts and securities holdings.

 

¨ I have listed my brokerage and investment advisory accounts containing no securities holdings.

 

¨ I have listed my securities holdings not held in a brokerage or investment advisory account.

 

Revised May 2008 / Effective July 1, 2008   31


Account Name(s)

(registration shown
on statement)

 

Name of Securities
Firm,

Bank or Investment
Adviser

 

Address of Securities
Firm, Bank or Investment
Adviser

(Street/City/State/Zip
Code)

 

Account

Number

(including

Fund Number

if applicable)

 

Security

Description/Title/Ticker
Symbol or CUSIP #
(interest rate & maturity
if appropriate)

 

Quantity

Number of

Shares &

Principal

Amount

 

Check this

box if

Discretionary
Account

           
           
           
           
           
           
           

To the best of my knowledge, I have disclosed all of my securities and investment advisory accounts and/or holdings in which I have a direct or indirect beneficial interest, including securities and investment advisory accounts and/or holdings of a spouse, minor children or other immediate member living in my home, trusts, foundations, and any account for which trading authority has been delegated to me or by me to an unaffiliated registered broker-dealer, registered investment adviser, or other investment manager acting in a similar fiduciary capacity, who exercises sole investment discretion.

 

Name (print)

  

Signature

   Date Submitted    Employee ID
        

 

Initial Disclosure

(check this box if you’re a new access person)

 

Annual Disclosure

(check this box if annual certification)

 

Year End

(for compliance use only)

¨   ¨  

 

Revised May 2008 / Effective July 1, 2008   32


SCHEDULE D: NOTIFICATION OF SECURITIES ACCOUNT

Instructions: Print form, complete, sign and date. Submit completed form to Code of Ethics Administration via:

 

    Inter-office: Code of Ethics Administration, SM-920/2      Fax: (650) 312-5646
   

U.S. Mail: Franklin Templeton Investments

     E-mail:    Preclear-Code of Ethics (internal)
   

Attn: Code of Ethics Administration Dept.

        Lpreclear@frk.com (external)
   

P.O. Box 25050

       
   

San Mateo, CA 94402-5050

       

All Access Persons, prior to opening a securities account or placing an initial order in the new account , are required to notify the Code of Ethics Administration Department and the executing broker-dealer in writing. This includes accounts in which the Access Person has or will have a financial interest in (e.g., a spouse’s account) or discretionary authority (e.g., a trust account for a minor child) and for Reportable Funds.

Upon receipt of the NOTIFICATION OF SECURITIES ACCOUNT form, the Code of Ethics Administration Department will contact the broker-dealer identified below and request that duplicate confirmations and statements of your brokerage account are sent to Franklin Templeton Investments.

ACCOUNT INFORMATION:

 

Name on the Account

(If other than employee, state relationship i.e., spouse)

 

Account Number including fund

number if applicable

 

Date

Established

   

Name of

Securities Firm

 

Your Representative

(optional)

 

Securities Firm Address

(City/State/Zip Code)

   

EMPLOYEE INFORMATION:

 

Name (print)

  

Signature

  

Date Submitted

   Employee ID
        

Title

  

Department Name

  

Interoffice Mail

Code

   Phone
Extension
        

 

Code of Ethics Designation

  

NASD Registered Representative (Series 6, 7, etc.)

¨ Non Access Person

¨ Access Person

  

¨ Supervised Person

¨ Portfolio Person

   ¨ Yes             ¨ No

 

Revised May 2008 / Effective July 1, 2008   33


SCHEDULE E: Notification of Direct or Indirect Beneficial Interest

Instructions: Print form, complete, sign and date. Obtain required signature and submit completed form to the Code of Ethics Administration department via:

 

Inter-office: Code of Ethics Administration, SM-920/2     Fax: (650) 312-5646
U.S. Mail: Franklin Templeton Investments     E-mail:    Preclear-Code of Ethics (internal)
Attn: Code of Ethics Administration Dept.        Lpreclear@frk.com (external)
P.O. Box 2505       
San Mateo, CA 94402-5050       

If you have any beneficial ownership in a security and it is recommended to the Appropriate Analyst that the security be considered for purchase or sale by an Associated Client, or if a purchase or sale of that security for an Associated Client is carried out, you must disclose your beneficial ownership to the Chief Investment Officer and/or Director of Research on Schedule E (or an equivalent form containing similar information) before the purchase or sale of the security, or before or simultaneously with the recommendation to purchase or sell a security. The Chief Investment Officer and/or Director of Research must review and sign Schedule E and send a copy to the Code of Ethics Administration Department.

 

Security
Description

   Ownership
Type:

(Direct or
Indirect)
   Year
Acquired
   Method of
Acquisition

(Purchase/Gift/
Other)
   Date and
Method Learned
that Security’s
Under
Consideration
by Funds
   Primary
Portfolio
Manager or
Portfolio Analyst
   Name of Person
Notified
   Date of Verbal
Notification
                    
                    
                    
                    
                    

 

Employee’s Name (print)

  

Signature

  

Date Submitted

  

Employee ID

        

Chief Investment Officer or Director of

Research’s Name (print)

  

Signature

  

Date

        

 

Revised May 2008 / Effective July 1, 2008   34


SCHEDULE F: Checklist for Investments in Partnerships and Securities Issued in Limited Offerings (Private Placements)

Instructions: Print form, complete, sign, date and obtain CIO’s signature. Submit completed form to the Code of Ethics Administration department via:

 

    Inter-office: Code of Ethics Administration, SM-920/2      Fax: (650) 312-5646
    U.S. Mail: Franklin Templeton Investments      E-mail:    Preclear-Code of Ethics (internal)
    Attn: Code of Ethics Administration Dept.         Lpreclear@frk.com (external)
    P.O. Box 25050        
    San Mateo, CA 94402-5050        

In deciding whether to approve a transaction, the Director of Global Compliance or the Chief Compliance Officer shall take into account, among other factors, whether the investment opportunity should be reserved for a Fund or other client, and whether the investment opportunity is being offered to the Access Person by virtue of his or her position with Franklin Templeton Investments. If the Access Person receives clearance for the transaction, no investment in the same issuer may be made for a Fund or client unless an executive officer of Franklin Resources, Inc., with no interest in the issuer, approves the transaction.

IN ORDER TO EXPEDITE YOUR REQUEST, PLEASE PROVIDE THE FOLLOWING INFORMATION:

 

NAME/DESCRIPTION OF PROPOSED INVESTMENT:

 

PROPOSED INVESTMENT AMOUNT:

 

Please attach pages of the offering memorandum (or other documents) summarizing the investment opportunity, including:

 

  i) Name of the partnership/hedge fund/issuer;

 

  ii) Name of the general partner, location & telephone number;

 

  iii) Summary of the offering; including the total amount the offering/issuer;

 

  iv) Percentage your investment will represent of the total offering;

 

  v) Plan of distribution; and

 

  vi) Investment objective and strategy,

Please respond to the following questions:

 

  a) Was this investment opportunity presented to you in your capacity as a portfolio manager? If no, please explain the relationship, if any, you have to the issuer or principals of the issuer.

 

 

b)

Is this investment opportunity suitable for any fund/client that you advise?  9 If yes, why isn’t the investment being made on behalf of the fund/client? If no, why isn’t the investment opportunity suitable for the fund/clients?

 

  c) Do any of the fund/clients that you advise presently hold securities of the issuer of this proposed investment (e.g., common stock, preferred stock, corporate debt, loan participations, partnership interests, etc), ? If yes, please provide the names of the funds/clients and security description.

 

9

If an investment opportunity is presented to you in your capacity as a portfolio manager and the investment opportunity is suitable for the fund/client, it must first be offered to the fund/client before any personal securities transaction can be effected.

 

Revised May 2008 / Effective July 1, 2008   35


  d) Do you presently have or will you have any managerial role with the company/issuer as a result of your investment? If yes, please explain in detail your responsibilities, including any compensation you will receive.

 

  e) Will you have any investment control or input to the investment decision making process?

 

  f) Will you receive reports of portfolio holdings? If yes, when and how frequently will these be provided?

Reminder: Personal securities transactions that do not generate brokerage confirmations (e.g., investments in private placements) must be reported to the Code of Ethics Administration Department on Schedule B no later than 30 calendar days after the end of the calendar quarter the transaction took place.

 

Employee’s Name (print)

  

Signature

  

Date Submitted

  

Employee ID

        

“I confirm, to the best of my knowledge and belief, that I have reviewed the private placement and do not believe that the proposed personal trade will be contrary to the best interests of any of our funds’ or clients’ portfolios. I also understand that because of this clearance, no investment in the same issuer may be made for a Fund or client unless an executive officer of Franklin Resources, Inc., with no interest in the issuer, approves the transaction .

 

Chief Investment Officer’s Name

(Applicable to Portfolio Persons only)

  

Signature

  

Date

     

 

Chief Compliance Officer Approving

  

Signature

  

Date

     

 

CODE OF ETHICS ADMINISTRATION DEPARTMENT USE ONLY

Date Received:

 

 

     Date Forwarded to FRI Executive Officer:  

 

 

 

Revised May 2008 / Effective July 1, 2008   36


SCHEDULE G: Request for Approval to Serve as a Director

Instructions: Print form, complete, sign and date. Submit completed form to Code of Ethics Administration Department via:

 

  Inter-office: Code of Ethics Administration, SM-920/2     Fax: (650) 312-5646
  U.S. Mail: Franklin Templeton Investments     E-mail:    Preclear-Code of Ethics (internal)
  Attn: Code of Ethics Administration Dept.        Lpreclear@frk.com (external)
  P.O. Box 25050       
  San Mateo, CA 94402-5050       

 

EMPLOYEE INFORMATION
E MPLOYEE :      Employee ID:   
D EPARTMENT :      Phone Extension:   
J OB  T ITLE :      Site/Location:   
S UPERVISOR :      Sup. Extension:   

 

COMPANY INFORMATION
Company Name:   
Nature of company’s business:   
Is this a public or private company?   
Title/Position:   
Justification for serving as a director with the company:   
Estimate of hours to be devoted to the company:   
Compensation received:    ¨   Yes                         ¨   No
If compensated, how?   

Starting date:

  

 

Code of Ethics Designation

  

NASD Registered Representative (Series 6, 7, etc.)

¨ Non Access Person

¨ Access Person

  

¨ Supervised Person

¨ Portfolio Person

   ¨ Yes             ¨ No

 

Signature:  

 

     Date:  

 

FOR APPROVAL USE ONLY

¨   Approved             ¨   Denied

 

Signatory Name  

 

    Signatory Title:  

 

Signature:  

 

    Date:  

 

 

Revised May 2008 / Effective July 1, 2008   37


APPENDIX C: Investment Adviser and Broker-Dealer and Other Subsidiaries of Franklin Resources, Inc. – May 2008

 

Franklin Advisers, Inc.    IA/FIA    Templeton Global Advisors Ltd. (Bahamas)    IA
Franklin Advisory Services, LLC    IA/FIA    Franklin Templeton Italia Società di Gestione del Risparmio per Azioni (Italy)    FBD/FIA
Franklin Investment Advisory Services, LLC    IA    Franklin Templeton Investment Services GmbH (Germany)    FBD
Franklin Templeton Portfolio Advisors, Inc.    IA    Fiduciary Trust International of the South    Trust
Franklin Mutual Advisers, LLC    IA/FIA    Fiduciary Trust Company of Canada    FIA
Franklin/Templeton Distributors, Inc.    BD    Franklin Templeton Investments Corp. (Ontario)    IA/FIA/FBD
Franklin Templeton Services, LLC    FA/BM      
Franklin Templeton International Services S.A. (Luxembourg)    FBD    Fiduciary Trust Company International    Trust
Franklin Templeton Investments Australia Limited    FIA    Fiduciary International, Inc    IA/FIA
Franklin Templeton Investor Services, LLC    TA    Fiduciary Investment Management International Inc.    IA
Franklin Templeton Institutional, LLC    IA    Fiduciary Trust International Limited (UK)    IA/FIA
Franklin Templeton Financial Services, Corp.    BD    Franklin Templeton Investment Trust Management Co., Ltd (Korea)    FIA
Franklin Templeton Asset Management S.A. (France)    FIA    Franklin Templeton Asset Management (India) Private Limited (India)    IA/FIA
Franklin Templeton Investments (Asia) Limited (Hong Kong)    FBD/IA    Franklin Templeton Investimentos (Brasil) Ltda. (Brazil)    FIA
Franklin Templeton Investment Management Limited (UK)    IA/FIA    FTC Investor Services Inc. (Canada)    FBD
Templeton/Franklin Investment Services, Inc    BD    Fiduciary Trust International of Delaware    Trust
Templeton Investment Counsel, LLC    IA    Fiduciary Trust International of California    Trust
Templeton Asset Management, Ltd.    IA/FIA      
Franklin Templeton Investments Japan Ltd.    FIA      

 

Codes:    IA:    US registered investment adviser
   BD:    US registered broker-dealer
   FIA:    Foreign equivalent investment adviser
   FBD:    Foreign equivalent broker-dealer
   TA:    US registered transfer agent
   FA:    Fund Administrator
   BM:    Business manager to the funds
   REA:    Real estate adviser
   Trust:    Trust company

 

Revised May 2008 / Effective July 1, 2008   38


INSIDER TRADING COMPLIANCE POLICY AND PROCEDURES

 

A. Legal Requirement

Pursuant to the Insider Trading and Securities Fraud Enforcement Act of 1988, No officer, director, employee, consultant acting in a similar capacity, or other person associated with Franklin Templeton Investments may trade, either personally or on behalf of clients, including all client assets managed by the entities in Franklin Templeton Investments, on material non-public information or communicating material non-public information to others in violation of the law. This conduct is frequently referred to as “insider trading.” Franklin Templeton Investment’s Insider Trading Compliance Policy and Procedures applies to every officer, director, employee or other person associated with Franklin Templeton Investments and extends to activities within and outside their duties with Franklin Templeton Investments. Every officer, director and employee must read and retain this policy statement. Any questions regarding Franklin Templeton Investments Insider Trading Compliance Policy and Procedures or the Compliance Procedures should be referred to the Legal Department.

The term “insider trading” is not defined in the federal securities laws, but generally is used to refer to the use of material non-public information to trade in securities (whether or not one is an “insider”) or to communications of material non-public information to others.

While the law concerning insider trading is not static, it is generally understood that the law prohibits:

 

  (1) trading by an insider, while in possession of material non-public information; or

 

  (2) trading by a non-insider, while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or was misappropriated; or

 

  (3) communicating material non-public information to others.

The elements of insider trading and the penalties for such unlawful conduct are discussed below. If, after reviewing this policy statement, you have any questions, you should consult the Legal Department.

 

B. Who is an Insider?

The concept of “insider” is broad. It includes officers, directors and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s outside attorneys, accountants, consultants, bank lending officers, and the employees of such organizations. In addition, an investment adviser may become a temporary insider of a company it advises or for which it performs other services. According to the U.S. Supreme Court, the company must expect the outsider to keep the disclosed non-public information confidential and the relationship must at least imply such a duty before the outsider will be considered an insider.

 

C. What is Material Information?

Trading on inside information is not a basis for liability unless the information is material. “Material information” generally is defined as information for which there is a substantial likelihood that a reasonable investor would consider it important in making his or her investment decisions, or information that is reasonably certain to have a substantial effect on the price of the company’s securities. Information that officers, directors and employees should consider material includes, but is not limited to: dividend changes, earnings estimates, changes in previously released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidation problems, and extraordinary management developments.

 

Revised May 2008 / Effective July 1, 2008   39


Material information does not have to relate to a company’s business. For example, in Carpenter v. U.S. , 108 U.S. 316 (1987), the Supreme Court considered as material certain information about the contents of a forthcoming newspaper column that was expected to affect the market price of a security. In that case, a Wall Street Journal reporter was found criminally liable for disclosing to others the dates that reports on various companies would appear in the Wall Street Journal and whether those reports would be favorable or not.

 

D. What is Non-Public Information?

Information is non-public until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the Securities and Exchange Commission (“SEC”), or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.

 

E. Basis for Liability

 

  1. Fiduciary Duty Theory

In 1980, the Supreme Court found that there is no general duty to disclose before trading on material non-public information, but that such a duty arises only where there is a fiduciary relationship. That is, there must be a relationship between the parties to the transaction such that one party has a right to expect that the other party will not disclose any material non-public information or refrain from trading. Chiarella v. U.S. , 445 U.S. 22 (1980).

In Dirks v. SEC , 463 U.S. 646 (1983), the Supreme Court stated alternate theories under which non-insiders can acquire the fiduciary duties of insiders. They can enter into a confidential relationship with the company through which they gain information ( e.g. , attorneys, accountants), or they can acquire a fiduciary duty to the company’s shareholders as “tippees” if they are aware or should have been aware that they have been given confidential information by an insider who has violated his fiduciary duty to the company’s shareholders.

However, in the “tippee” situation, a breach of duty occurs only if the insider personally benefits, directly or indirectly, from the disclosure. The benefit does not have to be pecuniary but can be a gift, a reputational benefit that will translate into future earnings, or even evidence of a relationship that suggests a quid pro quo.

 

  2. Misappropriation Theory

Another basis for insider trading liability is the “misappropriation” theory, under which liability is established when trading occurs on material non-public information that was stolen or misappropriated from any other person. In U.S. v. Carpenter , supra , the Court found, in 1987, a columnist defrauded The Wall Street Journal when he stole information from the Wall Street Journal and used it for trading in the securities markets. It should be noted that the misappropriation theory can be used to reach a variety of individuals not previously thought to be encompassed under the fiduciary duty theory.

 

F. Penalties for Insider Trading

Penalties for trading on or communicating material non-public information are severe, both for individuals involved in such unlawful conduct and their employers A violation of the Code resulting in a violation of the law will be severely sanctioned, with disciplinary action including but not limited to termination. Please refer to Part 7 – Penalties for Violations of the Code.

 

Revised May 2008 / Effective July 1, 2008   40


A person can be subject to some or all of the penalties below even if he or she does not personally benefit from the violation. Penalties include:

 

   

civil injunctions;

 

   

treble damages;

 

   

disgorgement of profits;

 

   

jail sentences;

 

   

fines for the person who committed the violation of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and

 

   

fines for the employer or other controlling person of up to the greater of $1,000,000 or three times the amount of the profit gained or loss avoided.

In addition, any violation of this policy statement can result in serious sanctions by Franklin Templeton Investments, including dismissal of any person involved.

 

G. Insider Trading Procedures

All employees shall comply with the following procedures.

 

  1. Identifying Inside Information

Before trading for yourself or others, including investment companies or private accounts managed by Franklin Templeton Investments, in the securities of a company about which you may have potential inside information, ask yourself the following questions:

 

   

Is the information material?

 

   

Is this information that an investor would consider important in making his or her investment decisions?

 

   

Is this information that would substantially affect the market price of the securities if generally disclosed?

 

   

Is the information non-public?

 

   

To whom has this information been provided?

 

   

Has the information been effectively communicated to the marketplace (e.g., published in Reuters , The Wall Street Journal or other publications of general circulation)?

If, after consideration of these questions, you believe that the information may be material and non-public, or if you have questions as to whether the information is material and non-public, you should take the following steps:

 

  (i) Report the matter immediately to the designated Compliance Officer, or if he or she is not available, to the Legal Department.

 

  (ii) Do not purchase or sell the securities on behalf of yourself or others, including investment companies or private accounts managed by Franklin Templeton Investments.

 

  (iii) Do not communicate the information inside or outside Franklin Templeton Investments, other than to the Compliance Officer or the Legal Department.

 

  (iv) The Compliance Officer shall immediately contact the Legal Department for advice concerning any possible material, non-public information.

 

Revised May 2008 / Effective July 1, 2008   41


  (v) After the Legal Department has reviewed the issue and consulted with the Compliance Officer, you will be instructed either to continue the prohibitions against trading and communication noted in (ii) and (iii), or you will be allowed to trade and communicate the information.

 

  (vi) In the event the information in your possession is determined by the Legal Department or the Compliance Officer to be material and non-public, it may not be communicated to anyone, including persons within Franklin Templeton Investments, except as provided in (i) above. In addition, care should be taken so that the information is secure. For example, files containing the information should be sealed and access to computer files containing material non-public information should be restricted to the extent practicable. Securities for which there is material, non-public information shall be placed on the personal trading restricted list for a timeframe determined by the Compliance Officer.

 

  2. Restricting Access to Other Sensitive Information

All Franklin Templeton Investments personnel also are reminded of the need to be careful to protect from disclosure other types of sensitive information that they may obtain or have access to as a result of their employment or association with Franklin Templeton Investments.

 

  3. SEC Rule 10b5-1(c) Plans

We may permit exemptions from the insider trading policies and procedures set forth above for transactions in securities issued by FRI effected pursuant to pre-approved, written trading plans or arrangements complying with Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended. Rule 10b5-1(c) plans or arrangements may not be entered into or modified either during FRI’s trading blackout periods or when you are aware of material, non-public information relating to FRI or its securities. All such plans or arrangements (and any modification of termination thereof) must be pre-approved by FRI’s General Counsel (or such person’s designee).

 

H. General Access Control Procedures

Franklin Templeton Investments has established a process by which access to company files that may contain sensitive or non-public information such as the Bargain List and the Source of Funds List is carefully limited. Since most of Franklin Templeton Investments files, which contain sensitive information, are stored in computers, personal identification numbers, passwords and/or code access numbers are distributed to Franklin Templeton Investments computer Access Persons only. This activity is monitored on an ongoing basis. In addition, access to certain areas likely to contain sensitive information is normally restricted by access codes.

 

Revised May 2008 / Effective July 1, 2008   42

Exhibit (p)(52)(ii)

LOGO

CODE OF ETHICS AND BUSINESS CONDUCT

Board of Directors Approval: April 21, 2008

Employee Training: June 11, 2008 and June 12, 2008

Implementation: June 16, 2008


TABLE OF CONTENTS

 

STATEMENT OF ETHICS AND FIDUCIARY OBLIGATION    1
I.    INTRODUCTION    1
II.    GENERAL POLICIES    2
III.    CONFLICTS OF INTEREST    3
   A.    General Statement    3
   B.    Gifts, Gratuities and Favors    3
   C.    Outside Employment    5
   D.    Outside Directorships    6
   E.    Fiduciary Appointments    7
IV.    INSIDER TRADING    7
   A.    General Statement    7
   B.    Definitions    8
   C.    Relationships with Clients    8
   D.    Paid Research Providers    8
   E.    Additional Restrictions    8
   F.    Resolving Issues Concerning Insider Trading    9
V.    PERSONAL SECURITIES TRADING    9
   A.    General Statement    9
   B.    Access Persons    9
   C.    Reportable Securities    11
   D.    Beneficial Interest    11
   E.    Control    12
   F.    Pre-Clearance Procedures    12
   G.    Restrictions and Limitations    13
   H.    Trade Confirmations    14
   I.    Reporting    14
   J.    Violations    16
VI.    CONFIDENTIAL INFORMATION    16
   A.    General Statement    16
   B.    Corporate Information    16
   C.    Client Information    16
   D.    Client Accounts    17
VII.    DISHONEST AND FRAUDULENT ACTS, CRIMINAL OFFENSES    17
VIII.    PERSONAL ACTIVITIES    17
   A.    Use of Firm Reputation    17


   B.    Use of Firm Supplies, Telephone Service and Time    17
   C.    Personal Finances    17
   D.    Loans to Co-Workers    18
   E.    Borrowing from Clients of Suppliers    18
   F.    Legal and Tax Advice    18
   G.    Referral of Client to Professional Services    18
   H.    Speeches and Publications    18
   I.    Relationships with Competitors    18
IX.    POLITICAL ACTIVITIES    19
X.    VIOLATIONS AND WHISTLEBLOWER PROTECTION    19
APPENDIX: GUIDING PRINCIPLES    21


WENTWORTH, HAUSER AND VIOLICH, INC.

CODE OF ETHICS

AND

BUSINESS CONDUCT

STATEMENT OF ETHICS AND FIDUCIARY OBLIGATION

Wentworth, Hauser and Violich, Inc. (“Wentworth, Hauser and Violich,” “WHV,” the “firm,” “we” or “our”) is committed to integrity and the achievement of excellence in the conduct of its business. This extends to all dealings with the public, clients, prospects and employees.

Wentworth, Hauser and Violich is a fiduciary to its clients. Firm employees therefore have an affirmative duty to act with integrity, competence and care in the best interests of its clients. Any conflict of interests between the firm or its employees and its clients will be resolved in the best interests of its clients.

 

I. INTRODUCTION

Wentworth, Hauser and Violich, through teamwork and a commitment to quality by its Directors, officers and employees, has earned a reputation for integrity and excellence in providing investment management services to its clients. WHV values that reputation and is proud that the firm is known for high standards of conduct.

Maintaining a reputation for integrity in the conduct of business can be a special challenge. We serve the interests of our shareholders, clients, employees and the communities in which we serve. This requires that we at all times attempt to avoid potential conflicts of interest and that we conduct our business and personal affairs with the highest ethical standards in order to merit the continued trust and confidence of our clients and the public.

The Wentworth, Hauser and Violich Code of Ethics and Business Conduct (the “Code”) reflects the firm’s expectations of appropriate ethical conduct by employees and is in accordance with the commitments expressed in the Guiding Principles of Wentworth, Hauser and Violich as described in the Appendix.

This Code has been established to provide all employees of Wentworth, Hauser and Violich and its subsidiaries with guidance and specific standards of conduct for situations where violations, inadvertent or otherwise, may occur in the day-to-day conduct of business. The Code applies to all employees of Wentworth, Hauser and Violich. Every employee is required to sign an acknowledgement of receipt and understanding of this Code as well as any subsequent amendments.

 

1


II. GENERAL POLICIES

 

   

The business affairs of the firm shall be conducted in compliance with all statutes, rules and regulations of such governmental authorities that have jurisdiction over the firm’s operations.

 

   

All employees are required to comply with applicable federal securities laws, including Rule 204A-1 under the Investment Advisers Act of 1940. In addition, WHV employees who are Fund Access Persons (defined below) must abide by Rule 17j-1 under the Investment Company Act of 1940.

 

   

The use of the firm’s assets for any unlawful or improper purpose is prohibited.

 

   

No undisclosed or unrecorded fund or asset of the firm shall be established for any purpose.

 

   

No false or artificial entries shall be made in the books and records of the firm for any reason.

 

   

No payment on behalf of the firm shall be approved or made with the intention or understanding that any part of such payment is to be used for any purpose other than that described by the documents supporting the payment.

 

   

All employees of the firm shall be responsible for the enforcement of and compliance with these policies including necessary distribution by supervisors to their staff to ensure employee knowledge and compliance.

 

   

The Code cannot cover every possible situation or area of employee conduct. Any employee who is unsure about the propriety of a course of conduct, not clearly covered in the Code, must discuss the matter with his or her immediate supervisor. If any questions remain, then he or she should discuss the matter with the Chief Compliance Officer (“CCO”) of the firm.

 

   

Employees are responsible for adherence to these standards. Supervisors must ensure that employees subject to their supervision are familiar with these policies.

 

   

The firm is dependent on client and investor confidence. Its reputation has been earned over a long period of

 

2


 

time; and it can be tarnished by one unfortunate act. We must therefore conduct our business according to the highest ethical standards, always striving to avoid even the appearance of impropriety .

 

III. CONFLICTS OF INTEREST

 

  A. General Statement

A conflict of interest occurs when a situation benefits the employee’s own personal interests at the expense of the firm or its clients. Employees must avoid situations whereby their personal interests conflict with, or appear to conflict with , the interests of the firm or its clients.

Employees should know that under no circumstances is it proper to use one’s position with the firm, directly or indirectly, for private gain, to advance personal interest or to obtain favors or benefits for oneself, a family member or any other person.

All employees must notify the CCO promptly if they become aware of any practice that arguably involves WHV in a conflict of interest with any of its clients, individuals or entities with which WHV conducts business. (Employees reporting any potential conflicts of interest to the CCO are fully protected by WHV’s “Whistleblower” provision described in detail below.)

 

  B. Gifts, Gratuities and Favors

 

  1. General Rule

Bribes and kickbacks of any kind are prohibited. Employees should never solicit gifts and subject to the limited exceptions set forth below, unsolicited gifts, gratuities or favors from clients or suppliers for personal or family use or for the use of friends are also prohibited.

The following incomplete list is illustrative:

 

   

Gifts or use of equipment or gift certificates

 

   

Free transportation, meals or lodging

 

   

Free services

 

   

Lavish or repetitive entertainment

 

   

Discounts or advantageous prices on personal purchases

 

  2. Gifts Given in Exchange for Services

Gifts, gratuities or favors of any kind offered in exchange for the performance of business activities of the firm are prohibited.

 

3


  3. Gifts by Wills or Trusts

Any gifts to employees made in wills or trusts by clients or suppliers who are not related to the employee must be reported to the President or Chief Executive Officer (“CEO”) of the firm as soon as the employee is informed. The President or CEO will then review the reasons behind the gift for any possible impropriety on the part of the employee. Whether or not an employee can accept the gift will depend on individual circumstances.

 

  4. Purchasing Activities and Offers of Gifts

Those employees involved in purchasing services or materials for the firm should take special precautions to avoid conflicts of interest. In all cases, any gift or offer of a gift that has any connection, however remote, with the employee’s purchasing activities with the firm shall immediately be reported to his or her immediate supervisor.

 

  5. Limited Exceptions to Prohibition Against Gifts

Gifts should never be solicited by an employee and unsolicited gifts, even of nominal value, generally should not be accepted from clients or suppliers. However, there is a need for flexibility in this area to accommodate business customs. There must never be a question of an employee’s objectivity in the minds of others. Any gift should be declined which, if accepted, would raise even the slightest question of improper influence.

ACCEPTANCE OF GIFTS MAY BE APPROPRIATE IN THE FOLLOWING SITUATIONS :

 

   

Gifts of nominal value (not to exceed U.S. $100) given at Christmas, other holidays or special occasions which represent expressions of friendship or goodwill,

 

   

Reasonable entertainment and meals, with present or prospective clients and suppliers when the return of the expenditure on a comparable basis is likely to occur and would be properly chargeable as a business expense,

 

   

Unsolicited advertising or promotional material, such as, pens, calendars, etc. of a value not exceeding U.S. $50,

 

   

Awards given by charitable, educational, civic or religious organizations for meritorious contributions or service,

 

   

Honorariums received by an employee for publications, public speaking appearances, instructing courses, etc., and

 

4


   

Gifts or bequests based upon relationships involving the employee’s family when the circumstances make it clear that it is those relationships rather than the business of the firm that are the motivating factors.

If the circumstances surrounding a prohibited gift are such that rejection or return of a gift would cause embarrassment or potentially damage friendly relations between a client and the firm, the gift and its estimated value should be reported in writing to the President or CEO of the firm who may require that the gift be donated to charity.

All cash gifts are prohibited and must be politely, yet firmly, returned to the donor.

Any employee with questions concerning the propriety of accepting a particular gift should direct them to his or her immediate supervisor, the CCO, the President or the CEO of the firm.

 

  6. Gifts and Entertainment Provided by Employees

Gifts or favors by employees of nominal value (not to exceed U.S. $100) are acceptable to the extent that they are appropriate and suitable under the circumstances, meet the standards of ethical business conduct, involve no element of concealment and do not violate applicable laws and regulations. Gifts given to clients, suppliers or potential clients or suppliers must be approved by an officer authorized to approve business expense claims.

Entertainment which is reasonable and appropriate for the circumstances is an accepted practice to the extent that it is necessary to achieve the business purpose of WHV. Lavish entertainment is not deductible for tax purposes and is prohibited.

 

  7. Political Contributions

Contributions by WHV employees to political candidates and/or organizations are allowed unless prohibited by client contract. However, such political contributions cannot be made in exchange for business or appear to be made in exchange for new business. “Pay for Play” is prohibited under this Code.

 

  C. Outside Employment

Employees are discouraged from accepting outside employment, including consulting, which might subject the firm and the employee to criticism or adverse publicity, affect the employee’s ability to perform in a competent manner or create the appearance of an impropriety.

Before accepting outside employment, employees should be certain that the employment will not:

 

   

Interfere or conflict with the interests of the firm,

 

5


   

Be in competition with the firm,

 

   

Encroach upon regular work hours and duties or affect the employee’s physical or mental abilities to carry out regular work, or

 

   

Involve the use of firm equipment, supplies or facilities.

As a general rule, employees are prohibited from accepting outside employment in a professional capacity (e.g., as a lawyer, accountant, appraiser, etc.). Exceptions must be approved by the President or CEO of the firm.

 

  D. Outside Directorships

 

  1. General Statement

When an employee of the firm is appointed to the Board of Directors of a corporation not affiliated with the firm, the relationship typically involves the use of the firm’s name or the employee’s corporate title with the firm. This can create the appearance of an endorsement by the firm of the financial responsibility, integrity and/or business practices of the other corporation. Serving as a director of such outside non-affiliated corporations also often involves a considerable expenditure of time by the employee. The employee serving as a director must accept a potential personal liability for his or her actions with the outside corporation.

Subject to the exceptions set forth below, an employee must have the approval of his or her immediate supervisor and the President or CEO of the firm before agreeing to serve as a director of an outside non-affiliated corporation.

 

  2. Exceptions

 

   

Local Nonprofit Organizations

Where service on the board of a school, charity, church, trade organization, club, professional organization or similar association is involved, and is on the employee’s own time, the employee generally need not obtain approval. However, if an appreciable amount of firm time is involved, the employee should obtain the approval of his or her immediate supervisor.

 

   

Closely Held Family Corporations, Co-Operatives and Condominiums

When the employee is an owner of a closely held family corporation, co-operative or condominium unit, or the like, the employee should consult with his or her immediate supervisor. In instances where no public aspect is normally involved, every effort will be made to accommodate the employee’s request.

 

6


   

Interests in Closely Held Corporations held in Estates and Trusts

In all cases, when an employee is a director or is serving in a similar capacity for an outside corporation, special precautions should be taken to avoid potential conflict of interest situations between the outside corporation and the firm.

 

  E. Fiduciary Appointments

Employees preferably should not accept fiduciary (including co-fiduciary) appointments, such as executor, administrator, guardian, trustee, custodian under gifts to minors act, attorney in fact, or agent, except when there is a strong personal or family reason for doing so.

Except where relatives are involved, if an employee wishes to accept a fiduciary appointment, the prior approval of the President or CEO of the firm must be obtained.

Employees of WHV may be prohibited by law from accepting fees when serving as co-fiduciary with WHV.

 

IV. INSIDER TRADING

 

  A. General Statement

WHV prohibits all employees from trading in their accounts or in accounts under their direct or indirect control (see discussion below regarding beneficial interest ), either personally or on behalf of others, while in possession of material, nonpublic information. This includes trading in accounts managed on behalf of WHV’s clients. Further, WHV prohibits all employees from communicating material, nonpublic information to others in violation of the law. This conduct is frequently referred to as “Insider Trading.”

While Insider Trading is not specifically defined in federal securities laws, the term has been interpreted by courts to including the following activities:

 

   

Trading by an insider, while in possession of material, nonpublic information,

 

   

Trading by non-insider, while in possession of material, nonpublic information, where the information was disclosed to the non-insider in violation of an insider’s duty to keep it confidential, and

 

   

Communicating material, nonpublic information to others.

 

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The misuse of material, nonpublic information applies to all types of securities including equity, debt, commercial paper, government securities and options.

 

  B. Definitions

 

  1. Material Information

Material information is generally understood to be information that would move the price of a security if it were known to the investing public. Examples include, but are not limited to, dividend announcements, liquidity issues, information regarding mergers and acquisitions and new product or services announcements.

 

  2. Nonpublic Information

Information is nonpublic until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.

 

  C. Relationships with Clients

WHV may have clients who hold positions at publicly traded companies who are in possession of material, nonpublic information about their companies. In managing such individuals’ accounts, WHV employees must be aware that any information divulged by the client about his or her company could potentially be material, nonpublic information as defined above. WHV employees must not act on such information and must immediately inform the CCO to determine the proper course of action if they believe that a firm client has divulged material, nonpublic information.

 

  D. Paid Research Providers

WHV compensates third-parties for investment research. Portfolio Managers and Analysts must pay particular attention to the type of information conveyed by such sources. In the event that Portfolio Managers and Analysts suspect the receipt of material, nonpublic information, they must not act on it and must immediately inform the CCO determine the appropriate course of action.

 

  E. Additional Restrictions

While the above generally refers to Insider Trading as the term is commonly interpreted with respect to the misuse of material, nonpublic information regarding individual securities, this Code also prohibits the misuse of all information regarding WHV’s client accounts and firm activities. WHV employees must not disclose or misuse for personal economic gain any confidential information regarding the trading or holdings of client accounts and/or WHV’s investment strategies.

 

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  F. Resolving Issues Concerning Insider Trading

Any employee who believes he or she has material, nonpublic information, should take the following steps:

 

   

Report the matter immediately to the CCO,

 

   

Refrain from purchasing or selling the securities on behalf of himself or herself or others including accounts managed by WHV, and

 

   

Refrain from communicating the information inside or outside of WHV, other than to the CCO.

 

V. PERSONAL SECURITIES TRADING

 

  A. General Statement

Access persons (defined below) should not engage in investment transactions in any account holding reportable securities (defined below) in which they have direct or indirect control or a beneficial interest (defined below) that would create, or give the appearance of creating, a conflict of interest between the employee and the firm or between the employee and any client.

Employee trading is governed by restrictions and reporting requirements pursuant to the applicable regulations imposed by the Securities and Exchange Commission (“SEC”) including rules on front running and insider trading.

 

  B. Access Persons

Access persons are those who have access to nonpublic information regarding the firm’s purchases and sales of securities for client accounts, are involved in making securities recommendations to clients or have access to such nonpublic recommendations.

 

  1. Outside Directors

Rule 204A-1 under the Investment Advisers Act of 1940 contains a presumption that, if the firm’s primary business is providing investment advice, then all of its directors, officers and partners are access persons. To rebut this presumption regarding outside directors, WHV has restricted its Outside Directors’ access and activities such that:

 

   

Outside directors have no access to nonpublic information regarding clients’ purchases or sales of securities.

 

   

Outside directors have no access to nonpublic information about the portfolio holdings of any registered investment companies (mutual funds) for which WHV serves as adviser or sub-adviser.

 

   

Outside directors are not involved in making securities recommendations to clients.

 

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Outside directors do not have access to WHV’s investment recommendations before they become public.

To ensure that these restrictions are effective, WHV prohibits:

 

   

Outside directors from having any access the firm’s records, such as file cabinets or computer systems,

 

   

Employees from disclosing any investment recommendations to outside directors at any time,

 

   

Employees from providing outside directors with any reports containing nonpublic information about client transactions or holdings or WHV’s investment recommendations, and

 

   

Discussions regarding specific client transactions or holdings or WHV’s investment recommendations at board meetings.

 

  2. WHV Employees

All permanent and temporary-to-hire candidates of WHV are access persons. WHV does not restrict information regarding the firm’s purchases and sales of securities for client accounts or access to nonpublic investment recommendations. Therefore, all permanent employees and temporary-to-hire candidates are subject to the provisions regarding pre-clearance and reporting of personal securities transactions (as discussed below).

Whether a temporary employee (one with a definite assignment duration) or a consultant is an access person will be determined on a case-by-case basis by the CCO. If the temporary employee or consultant is deemed to have access to information regarding the firm’s purchases and sales of securities for client accounts or access to nonpublic investment recommendations, he or she will be required to follow the provisions of this Code in a similar manner as all other WHV access persons. If there is no such access, the temporary employee or consultant will be required to sign a Confidentiality Agreement that will restrict the use of any information acquired during an assignment at WHV for personal benefit.

 

  3. Fund Access Persons (Under the Investment Company Act of 1940)

Fund access persons are a specific subset of access persons who make, participate in or obtain information regarding the purchase and sale of securities for WHV’s registered investment company clients (i.e. mutual funds) or whose functions relate to the making of any recommendations for such transactions.

 

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  C. Reportable Securities

Reportable securities generally include, but are not limited to, stocks, bonds (including state and local municipal bonds), United States agency obligations (i.e. Fannie Mae, Freddie Mac, etc.), exchange traded funds (ETFs), closed-end funds, options and warrants.

The following securities are not reportable under Rule 204A-1:

 

   

Direct obligations of the government of the United States,

 

   

Money market instruments – bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, and other high quality short-term debt instruments,

 

   

Money market funds,

 

   

Open-end mutual funds unless Wentworth, Hauser and Violich acts as an investment adviser to the fund, and

 

   

Unit investment trusts.

 

  D. Beneficial Interest

Employees are considered to have a beneficial interest in securities if they have or share a direct or indirect pecuniary interest in the securities. Employees have a pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction.

The following examples are instances where an employee has a beneficial interest in the securities held by the various accounts. This list is not all inclusive and WHV employees unsure about whether a particular account should be disclosed under this Code have an affirmative duty to contact WHV’s Compliance Department for clarification.

 

  1. Accounts of Members of the Same Household

A WHV employee is presumed to have a beneficial interest in any account of an immediate family member living in the same household. Immediate family members include any spouse, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Adoptive relationships are included. The presumption is rebuttable with proper documentation.

 

 
  2. Accounts of Partnerships, Corporations and LLCs

If a general partnership owns accounts that contain reportable securities (defined in detail above), all general partners have beneficial interests in the securities held by the general partnership. For accounts held by limited partnerships, general partners, but not limited partners, have beneficial interests held by the limited partnership. For accounts held by corporations and LLCs, only controlling shareholders or members

 

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and persons exercising investment control over the securities held in the corporation or LLC’s investment accounts are deemed to have beneficial interests in such accounts.

 

  3. Accounts of Trusts

A settlor of a trust that retains the ability to revoke or change the terms of the trust retains a beneficial interest in any reportable securities held by the trust. Remainder persons (i.e. beneficiaries) that are currently entitled to income derived from trust assets (i.e. dividends from stocks or interest from bonds) also have a beneficial interest in the trust’s reportable securities. Beneficiaries that do not have rights under the terms of the trust until a future event (i.e. death of the settlor) do not have any beneficial interest in the trusts assets until the subsequent event occurs. Upon such occurrence, the beneficiary will acquire a beneficial interest in the trusts assets per the terms of the trust.

 

  E. Control

Accounts where a WHV employee has been given discretionary authority to make securities trades on behalf of the account owner are deemed under the control of the WHV employee. Such accounts are reportable under this Code.

A WHV employee may relinquish control over a personal account by giving another person full discretionary authority to trade such account on their behalf. Such accounts must be disclosed to WHV’s Compliance Department. Once disclosed and the Compliance Department has determined that the WHV employee in fact has no control over the account, no further reporting is required.

A trustee or co-trustee is assumed to have control over trust assets and therefore accounts owned by the trust containing reportable securities are covered under this Code. A successor trustee that has no current power to affect trust assets does not have to report the trust accounts until his or her status changes to trustee or co-trustee.

Other fiduciaries, including but not limited to, executors, administrators, custodians, attorneys-in-fact and agents, are assumed to have control the assets of the person or entity for which they serve as fiduciaries. Such accounts containing reportable securities are covered under this Code. The presumption of control may be rebutted upon presentation of documentation to the Compliance Department.

 

  F. Pre-Clearance Procedures

Trading by access persons in the accounts described above must be pre-approved by a member of WHV’s Compliance Department or alternatively by either the firm’s Head Equity Trader or designee. Members of the firm’s Compliance Department, including the CCO, may not approve their own personal trades.

 

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Before requesting pre-approval to trade in an account, the access person should first check the firm’s restricted list (defined below) to determine that the security is not restricted. When planning a purchase or sale of a security for any employee account, the employee should consider if the transaction would be suitable for any client account. Client accounts must be given priority.

Thereafter, the request must be filed by e-mail and contain the following information: buy or sell, name of the security, security trading symbol or CUSIP number and number of shares or par value. Upon approval or denial, the access person will be notified by e-mail. Approvals for personal trades are good for the current trading day only . Therefore, limit orders must be day limit orders only.

Transactions that do not need pre-approval are:

 

   

Trades made through automatic investment plans,

 

   

Purchases effected upon the exercise of rights created by an issuer pro rata to holders of a class of its securities,

 

   

Acquisition of securities through stock dividends, dividend investments, stock splits, mergers, consolidations, spin-offs and other similar corporate reorganizations,

 

   

Open-end investment company shares (i.e. mutual funds) other than shares of investment companies advised or sub-advised by WHV,

 

   

Municipal bonds,

 

   

Futures and options on currencies or a broad based securities index, and

 

  G. Restrictions and Limitations

 

  1. Initial Public Offerings

All access persons are prohibited from participating in initial public offerings (IPOs) for their personal accounts.

 

  2. Limited Offerings and Private Placement Securities

Access persons wishing to acquire beneficial ownership of securities in a limited offering must seek written approval from the CCO.

In determining whether to grant the approval, the CCO will seek to determine whether or not the access person’s acquisition of the security would preclude advisory clients from purchasing the same security. In addition, the CCO must determine that the investment was not being offered to the employee strictly by virtue of the employee’s position at WHV.

If applicable, all records relating to the CCO’s approval of employees’ requests to invest in limited offerings and private placement securities shall be maintained in writing.

 

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  3. Trading Limitation Specific to Fund Access Persons

Fund Access Persons may not purchase or sell a security for their personal account(s) during the seven (7) calendar days before and after the day the same security has been traded within WHV’s investment company client portfolios.

 

  4. Restricted List

The firm maintains a restricted list for equity securities. Equity securities are placed on the restricted list when a buy or sell recommendation is made in a WHV equity investment strategy. Such equity securities remain on the restricted list from the initiation of the buy or sell recommendation for a period of not less than five business days and until all trades in client portfolios are executed. WHV access persons are prohibited from trading any equity securities on the restricted list in their personal account(s).

 

  5. Same Day Trading

All access persons are prohibited from trading in their personal account(s) on the same day that the firm trades in the same security for client accounts.

 

  6. Front Running

An access person may not make trades of any security in a personal account while in possession of material, nonpublic information that WHV will make, or intends to make, trades in client accounts in the same security. This unethical practice is front running and prohibited under this Code. All WHV access persons are reminded that client accounts must be given priority over personal accounts.

 

  H. Trade Confirmations

All WHV access persons must direct the brokerage firm or firms where they have personal accounts or accounts in which they have a beneficial interest or control to send trade confirmations of every trade in such accounts to:

Chief Compliance Officer

Wentworth Hauser & Violich, Inc.

301 Battery Street, Suite 400

San Francisco, CA 94111

 

  I. Reporting

In order to maintain compliance with Rule 204A-1 under the Investment Advisers Act of 1940, WHV must collect quarterly transaction reports and holdings reports, both initially upon employment and annually thereafter, from all access persons. Such reports must include transaction and holding information of the personal trading activities of the access persons.

 

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Rule 204A-1 specifically exempts from reporting accounts in which an access person has no direct or indirect control. Access persons must provide documentation evidencing their lack of direct or indirect control of such accounts to WHV’s Compliance Department.

 

  1. Initial and Annual Holdings Reports

All new employees determined to be access persons shall submit to the firm’s CCO a holdings report of every directly or beneficially owned or controlled account holding reportable securities within ten (10) days of beginning employment with WHV. Such reports shall include the name, ticker symbol or CUSIP number, quantity and market value or principal amount of each reportable security. The information provided by the new access person must be current to within forty-five (45) days of starting employment with WHV.

On an annual basis, all current access persons must submit to the firm’s CCO a holdings report of each account and account in which they have a beneficial interest holding reportable securities within forty-five (45) days of calendar year end. Such reports shall include the name, ticker symbol or CUSIP number, quantity and market value or principal amount of each reportable security.

In lieu of either the initial or annual holdings reports, WHV accepts brokerage statements for any access person’s directly or beneficially owned or controlled accounts. For initial holdings reports, the brokerage statements provided must be for the most recent month end from the access person’s start date. For annual holdings reports, the brokerage statements must be as of December 31 of the calendar year just ended.

 

  2. Quarterly Transactions Reports

All access persons shall submit to the firm’s CCO a report of every reportable security transaction in any directly owned or beneficially owned account. The quarterly transaction reports must be submitted within ten (10) days of the end of each calendar quarter. The report shall include the name and ticker symbol of the security, date and nature of the transaction, quantity or principal amount and the broker-dealer through which the transaction was effected.

The quarterly transaction report shall also contain a declaration that the access person did not open any new accounts, or gain a beneficial interest or control, in any new accounts not previously disclosed to the firm’s Compliance Department. Any such account must be disclosed separately from the quarterly transaction report immediately upon opening.

At the end of each quarter, the Compliance Department will review each access person’s personal trading against the trades made by the firm for client accounts to ensure compliance with the policies of this Code.

 

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  J. Violations

The first instance that an access person violates the firm’s policies regarding personal securities trading and insider trading, the access person will be required to confer with the CCO. The policies will be reviewed and the access person will be advised of the seriousness of the violation. The CCO will provide a report regarding the violation to Senior Management and the firm’s Audit Committee.

Upon a second violation, in addition to the above, the access person may not purchase equity securities for a period of one year from the date of notification of the violation. During the one year penalty period, sales of currently held equity securities are permitted.

The penalty for a third violation will be determined by the CEO and the President. Disciplinary action for a third violation may include dismissal.

WHV employees are expressly warned that violations of United States securities laws may result in criminal or civil prosecution by federal and/or state authorities.

 

VI. CONFIDENTIAL INFORMATION

 

  A. General Statement

The operations of the firm and activities of clients are highly confidential. These matters are not to be discussed with anyone outside the firm, including family, friends and associates. Such confidential information will be disclosed only by properly authorized representatives of the firm in keeping with our policy to fully comply with the disclosure requirements imposed by law and the agencies that supervise and regulate the firm and our industry.

 

  B. Corporate Information

Disclosure of lists of employee names or the firm’s subcontractors, consultants and vendors or any other sensitive nonpublic corporate information to unauthorized persons is prohibited.

 

  C. Client Information

Information about our clients must be held in strict confidence. Any use of client information for personal gain by an employee, the family of the employee or friends of an employee is unethical.

Under no circumstances may any information about the firm’s clients be revealed, in the absence of valid legal process, without the knowledge and consent of the client.

 

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  D. Client Accounts

An employee should not sign on behalf of clients’ accounts, have access to clients’ safe deposit boxes, nor otherwise represent clients in their affairs. This does not include situations in which an employee acts in an ownership capacity or signs on the accounts of members of his or her own family.

 

VII. DISHONEST AND FRAUDULENT ACTS, CRIMINAL OFFENSES

Employees convicted of a criminal offense (felony or misdemeanor) involving either dishonesty or a breach of trust will be terminated.

Employees charged or convicted of other criminal offenses may be suspended or terminated depending on the severity and nature of the crime. This decision will be made by the President and CEO of the firm.

Employees must immediately disclose to the firm’s CCO any pending criminal charges against them as soon as such charges are filed.

 

VIII. PERSONAL ACTIVITIES

 

  A. Use of Firm Reputation

It is improper for an employee to use a corporate title, official stationery or the firm’s name for personal non-job related purposes to add weight and authority to personal complaints or controversial matters. This prohibition also applies to involvement in political activities (discussed in detail below).

 

  B. Use of Firm Supplies, Telephone Service and Time

Except as provided immediately below, employees may not use firm supplies, computers or other equipment for personal non-job related purposes. Limited personal use of the firm’s telephones, copying machines and computers is permitted subject to the provisions of firm policies.

Employees should not use work time for conducting personal affairs, although there may be occasional exceptions. If these exceptions involve a significant amount of time or interfere with work schedules, the employee should first receive permission from his or her supervisor.

Employees or clients may not promote or sell non-firm goods or services on firm time or at firm locations without prior approval of the President or CEO of the firm.

 

  C. Personal Finances

To ensure client confidence in the firm, employees should conduct their personal finances so as to avoid criticism of or adverse reflection on the employee or the firm.

 

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  D. Loans to Co-Workers

Employees are discouraged from lending to or borrowing from other staff members. Legitimate sales of property are not considered loans for purposes of this policy.

 

  E. Borrowing from Clients or Suppliers

Employees are not permitted to borrow from clients or suppliers, except those who engage in lending in the usual course of their business and then only on terms offered to others in similar circumstances without any special treatment as to interest rates, repayment terms, security and similar provisions. Employees are permitted to borrow from such clients or suppliers who are their relatives.

 

  F. Legal and Tax Advice

While our business transactions frequently have legal and tax implications for our clients, employees should not offer legal advice or tax advice to clients. The client should always be encouraged to consult with his or her own attorney or accountant.

 

  G. Referral of Client to Professional Services

Employees should not voluntarily offer to recommend an insurance broker, accountant, real estate agent, attorney or other professional advisor to a client without first being specifically requested by the client to do so. The client should always first be advised to consult with the client’s own present legal or other professional advisor if he or she has one. If the client has none, then the employee may offer a recommendation, but only if and in every case, several names are given without in any way indicating favoritism.

 

  H. Speeches and Publications

As a general rule, employees should obtain the approval of their immediate supervisor prior to entering into any commitment to present a speech or prepare an article for publication which might be construed directly or indirectly as presenting the firm or the firm’s position on any matter.

 

  I. Relationships with Competitors

Employees are expected to observe the highest standards of ethical conduct in relationships with competitors. It is firm policy to emphasize the quality and competence of our services and employees rather than to criticize those of our competitors.

For legal and ethical reasons, employees are prohibited from entering into any arrangement with competitors for the purpose of setting or controlling prices, rates, trade practices or marketing policies.

 

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Employees are prohibited from disclosing to competitors future plans of the firm or other information which has not been disclosed generally to the public.

 

IX. POLITICAL ACTIVITIES

It is the firm’s policy to support an awareness and interest in civic and political responsibility and to encourage individual participation in civic and political activities through voluntary action and involvement by its employees.

However, since election to public office may require commitment of considerable time and involve permanence of location, an employee should not accept candidacies or accept appointment to public office without the prior approval of his or her immediate supervisor and the President or CEO of the firm. Before becoming an appointee or candidate, going on the staff of a candidate or similar involvement in support of, or in opposition to, a ballot proposition, an employee should review the requirements of the applicable state’s public disclosure laws, if they apply. Employees should contact an attorney if in doubt as to the provisions of such public disclosure laws.

In all cases, employees seeking elective office or otherwise participating in political activities must do so in their individual capacity and not as representatives of the firm. In all such cases, neither the firm’s name nor its address should be used in connection with advertisements, campaign materials or the collection of funds.

 

X. VIOLATIONS AND WHISTLEBLOWER PROTECTION

WHV takes the potential for conflicts of interest very seriously. Therefore, WHV requires all employees to promptly notify the CCO in the event they have any reason to believe that they may have failed to comply with, or become aware of another person’s failure to comply with, the policies and procedures set forth in this Code. Upon review of the alleged violation of the Code, the CCO shall report his findings to the President and CEO if such review discovers that an actual violation has been committed.

It is the policy of the firm that no adverse action or retaliation will be taken against any employee, a whistleblower, who becomes aware of a violation and reports the violation in good faith. Reports of violations will be held in confidence and disclosed only to those persons involved in investigating the violation.

WHV’s Senior Management is aware of the difficulties that a whistleblower may encounter as a result of this requirement and shall take immediate action against any employee that retaliates against a whistleblower for reporting violations of this Code.

In addition to violations of this Code, all employees must report to the CCO any non-compliance with applicable laws, rules, and regulations, fraud or illegal acts involving any aspect of the firm’s business. This includes intentional or material misstatements in regulatory filings, internal books and records, client records or reports, activity that is harmful to clients and material deviations from required controls and procedures that safeguard clients and the firm.

 

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Aside from the penalties imposed on access persons specific to violations of this Code’s policies on personal securities and insider trading as described above, a violation of other sections of this Code may result in disciplinary action at the discretion of the firm’s Board of Directors, upon recommendation from the CCO and the firm’s Senior Management.

Such penalties may include, but are not limited to, a warning, disgorgement of unethical or illegal gains, suspension, demotion or termination of employment. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.

 

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APPENDIX

WENTWORTH, HAUSER AND VIOLICH

CODE OF ETHICS AND BUSINESS CONDUCT

GUIDING PRINCIPLES

These Guiding Principles are intended to provide direction for decision-making and action by everyone involved with the firm. It is our belief that each of the following commitments is equally important.

Commitment to Client

We are committed to providing excellence in service and education to our clients with the highest degree of confidentiality, integrity, trust and personal interaction. We strive to promote client satisfaction by offering quality service and products which are innovative and responsive to our clients’ current and changing needs. We want our clients to know that they are being well served and cared about as individuals.

Commitment to Employee

The firm is committed to maintaining an environment which encourages employees to grow professionally, to be creative and accepting of individual responsibility and to achieve the highest possible potential. The firm acknowledges its responsibility to employees to communicate honestly and openly, to state expectations clearly, to evaluate performance fairly and in a timely manner and to compensate equitably - all within a framework of equal opportunity for all employees.

Commitment of Employee to Firm

As employees, we are committed to learn and follow established policies and objectives, conduct ourselves professionally and enhance the reputation of Wentworth, Hauser and Violich in the community. Recognizing the trust and confidence placed in us by our clients and community, we are committed to acting in every situation with the highest ethical standards in order to justify and preserve that confidence.

Commitment of Employee to Employee

As employees, we are committed to treat one another with integrity, courtesy and mutual respect, to cooperate with one another, to recognize each other’s unique skills and abilities and to help create an atmosphere characterized by open and honest communication within and across all levels of the firm. Such a climate is vital to maintaining individual initiative and the attainment of the firm’s goals and objectives.

 

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Commitment to the Community

Wentworth, Hauser and Violich is committed to be a good corporate citizen and a contributing member of the communities which we serve. We support community organizations and programs at the corporate level and by encouraging our employees to contribute their own time and talents to community organizations and projects of special interest to them. We consider social and environmental responsibilities in the conduct of our own affairs and on the part of those with whom we conduct business.

Commitment to Shareholders

We are committed to enhancing our reputation as a premier provider of investment management services. We will strive to provide our shareholders consistent growth and an attractive rate of return on their investment in the firm, and to provide them with full and timely information. We believe that our success in achieving these goals is directly dependent upon the successful achievement of the preceding five commitments.

 

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Exhibit (P)(53)

HIRAYAMA INVESTMENTS, LLC

WHV AFFILIATED SUB-ADVISER

CODE OF ETHICS AND BUSINESS CONDUCT


TABLE OF CONTENTS

 

STATEMENT OF ETHICS AND FIDUCIARY OBLIGATION

   1

I.

   INTRODUCTION    1
II.    GENERAL POLICIES    2
III.    CONFLICTS OF INTEREST    3
   A.    General Statement    3
   B.    Gifts, Gratuities and Favors    3
   C.    Outside Employment    5
   D.    Outside Directorships    6
   E.    Fiduciary Appointments    7
IV.    INSIDER TRADING    7
   A.    General Statement    7
   B.    Definitions    8
   C.    Relationships with Clients    8
   D.    Paid Research Providers    8
   E.    Additional Restrictions    8
   F.    Resolving Issues Concerning Insider Trading    9
V.    PERSONAL SECURITIES TRADING    9
   A.    General Statement    9
   B.    Access Persons    9
   C.    Reportable Securities    11
   D.    Beneficial Interest    11
   E.    Control    12
   F.    Pre-Clearance Procedures    12
   G.    Restrictions and Limitations    13
   H.    Trade Confirmations    14
   I.    Reporting    14
   J.    Violations    16
VI.    CONFIDENTIAL INFORMATION    16
   A.    General Statement    16
   B.    Corporate Information    16
   C.    Client Information    16
   D.    Client Accounts    17
VII.    DISHONEST AND FRAUDULENT ACTS, CRIMINAL OFFENSES    17
VIII.    PERSONAL ACTIVITIES    17
   A.    Use of Firm Reputation    17


     B.        Use of Firm Supplies, Telephone Service and Time    17
     C.        Personal Finances    18
     D.        Loans to Co-Workers    18
     E.        Borrowing from Clients of Suppliers    18
     F.        Legal and Tax Advice    18
     G.        Referral of Client to Professional Services    18
     H.        Speeches and Publications    18
     I.         Relationships with Competitors    18
IX.      POLITICAL ACTIVITIES    19
X.    VIOLATIONS AND WHISTLEBLOWER PROTECTION    19
APPENDIX: GUIDING PRINCIPLES    21


HIRAYAMA INVESTMENTS, LLC

CODE OF ETHICS

AND

BUSINESS CONDUCT

STATEMENT OF ETHICS AND FIDUCIARY OBLIGATION

Hirayama Investments, LLC (“Hirayama Investments,” the “firm,” “we” or “our”) is committed to integrity and the achievement of excellence in the conduct of its business. This extends to all dealings with the public, clients, prospects and employees.

Hirayama Investments is a fiduciary to its clients. Firm employees therefore have an affirmative duty to act with integrity, competence and care in the best interests of its clients. Any conflict of interests between the firm or its employees and its clients will be resolved in the best interests of its clients.

 

I. INTRODUCTION

Hirayama Investments has earned a reputation for integrity and excellence in providing investment management services to its clients. Hirayama Investments values that reputation and is proud that the firm is known for high standards of conduct.

Maintaining a reputation for integrity in the conduct of business can be a special challenge. We serve the interests of our clients, employees and the communities in which we serve. This requires that we at all times attempt to avoid potential conflicts of interest and that we conduct our business and personal affairs with the highest ethical standards in order to merit the continued trust and confidence of our clients and the public.

The Hirayama Investments’ Code of Ethics and Business Conduct (the “Code”) reflects the firm’s expectations of appropriate ethical conduct by employees and is in accordance with the commitments expressed in the Guiding Principles of Hirayama Investments as described in the Appendix.

This Code has been established to provide employees of Hirayama Investments with guidance and specific standards of conduct for situations where violations, inadvertent or otherwise, may occur in the day-to-day conduct of business. The Code applies to all employees of Hirayama Investments. Every employee is required to sign an acknowledgement of receipt and understanding of this Code as well as any subsequent amendments.

 

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II. GENERAL POLICIES

 

   

The business affairs of the firm shall be conducted in compliance with all statutes, rules and regulations of such governmental authorities that have jurisdiction over the firm’s operations.

 

   

All employees are required to comply with applicable federal securities laws, including Rule 204A-1 under the Investment Advisers Act of 1940. In addition, Hirayama Investments employees who are Fund Access Persons (defined below) must abide by Rule 17j-1 under the Investment Company Act of 1940.

 

   

The use of the firm’s assets for any unlawful or improper purpose is prohibited.

 

   

No undisclosed or unrecorded fund or asset of the firm shall be established for any purpose.

 

   

No false or artificial entries shall be made in the books and records of the firm for any reason.

 

   

No payment on behalf of the firm shall be approved or made with the intention or understanding that any part of such payment is to be used for any purpose other than that described by the documents supporting the payment.

 

   

All employees of the firm shall be responsible for the enforcement of and compliance with these policies including necessary distribution by supervisors to their staff to ensure employee knowledge and compliance.

 

   

The Code cannot cover every possible situation or area of employee conduct. Any employee who is unsure about the propriety of a course of conduct, not clearly covered in the Code, must discuss the matter with his or her immediate supervisor. If any questions remain, then he or she should discuss the matter with the Chief Compliance Officer (“CCO”) of the firm.

 

   

Employees are responsible for adherence to these standards. Supervisors must ensure that employees subject to their supervision are familiar with these policies.

 

   

The firm is dependent on client and investor confidence. We must therefore conduct our business according to the highest ethical standards, always striving to avoid even the appearance of impropriety .

 

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III. CONFLICTS OF INTEREST

 

  A. General Statement

A conflict of interest occurs when a situation benefits the employee’s own personal interests at the expense of the firm or its clients. Employees must avoid situations whereby their personal interests conflict with, or appear to conflict with , the interests of the firm or its clients.

Employees should know that under no circumstances is it proper to use one’s position with the firm, directly or indirectly, for private gain, to advance personal interest or to obtain favors or benefits for oneself, a family member or any other person.

All employees must notify the CCO promptly if they become aware of any practice that arguably involves Hirayama Investments in a conflict of interest with any of its clients, individuals or entities with which Hirayama Investments conducts business. (Employees reporting any potential conflicts of interest to the CCO are fully protected by Hirayama Investments’ “Whistleblower” provision described in detail below.)

 

  B. Gifts, Gratuities and Favors

 

  1. General Rule

Bribes and kickbacks of any kind are prohibited. Employees should never solicit gifts and subject to the limited exceptions set forth below, unsolicited gifts, gratuities or favors from clients or suppliers for personal or family use or for the use of friends are also prohibited.

The following incomplete list is illustrative:

 

   

Gifts or use of equipment or gift certificates

 

   

Free transportation, meals or lodging

 

   

Free services

 

   

Lavish or repetitive entertainment

 

   

Discounts or advantageous prices on personal purchases

 

  2. Gifts Given in Exchange for Services

Gifts, gratuities or favors of any kind offered in exchange for the performance of business activities of the firm are prohibited.

 

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  3. Gifts by Wills or Trusts

Any gifts to employees made in wills or trusts by clients or suppliers who are not related to the employee must be reported to the Managing Member or CCO of the firm as soon as the employee is informed. The Managing Member or CCO will then review the reasons behind the gift for any possible impropriety on the part of the employee. Whether or not an employee can accept the gift will depend on individual circumstances.

 

  4. Purchasing Activities and Offers of Gifts

Those employees involved in purchasing services or materials for the firm should take special precautions to avoid conflicts of interest. In all cases, any gift or offer of a gift that has any connection, however remote, with the employee’s purchasing activities with the firm shall immediately be reported to his or her immediate supervisor.

 

  5. Limited Exceptions to Prohibition Against Gifts

Gifts should never be solicited by an employee and unsolicited gifts, even of nominal value, generally should not be accepted from clients or suppliers. However, there is a need for flexibility in this area to accommodate business customs. There must never be a question of an employee’s objectivity in the minds of others. Any gift should be declined which, if accepted, would raise even the slightest question of improper influence.

ACCEPTANCE OF GIFTS MAY BE APPROPRIATE IN THE FOLLOWING SITUATIONS:

 

   

Gifts of nominal value (not to exceed U.S. $100) given at Christmas, other holidays or special occasions which represent expressions of friendship or goodwill,

 

   

Reasonable entertainment and meals, with present or prospective clients and suppliers when the return of the expenditure on a comparable basis is likely to occur and would be properly chargeable as a business expense,

 

   

Unsolicited advertising or promotional material, such as, pens, calendars, etc. of a value not exceeding U.S. $50,

 

   

Awards given by charitable, educational, civic or religious organizations for meritorious contributions or service,

 

   

Honorariums received by an employee for publications, public speaking appearances, instructing courses, etc., and

 

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Gifts or bequests based upon relationships involving the employee’s family when the circumstances make it clear that it is those relationships rather than the business of the firm that are the motivating factors.

If the circumstances surrounding a prohibited gift are such that rejection or return of a gift would cause embarrassment or potentially damage friendly relations between a client and the firm, the gift and its estimated value should be reported in writing to the Managing Member or CCO of the firm who may require that the gift be donated to charity.

All cash gifts are prohibited and must be politely, yet firmly, returned to the donor.

Any employee with questions concerning the propriety of accepting a particular gift should direct them to the Managing Member or CCO of the firm.

 

  6. Gifts and Entertainment Provided by Employees

Gifts or favors by employees of nominal value (not to exceed U.S. $100) are acceptable to the extent that they are appropriate and suitable under the circumstances, meet the standards of ethical business conduct, involve no element of concealment and do not violate applicable laws and regulations. Gifts given to clients, suppliers or potential clients or suppliers must be approved by an officer authorized to approve business expense claims.

Entertainment which is reasonable and appropriate for the circumstances is an accepted practice to the extent that it is necessary to achieve the business purpose of Hirayama Investments. Lavish entertainment is not deductible for tax purposes and is prohibited.

 

  7. Political Contributions

Contributions by Hirayama Investments employees to political candidates and/or organizations are allowed unless prohibited by client contract. However, such political contributions cannot be made in exchange for business or appear to be made in exchange for new business. “Pay for Play” is prohibited under this Code.

 

  C. Outside Employment

Employees are discouraged from accepting outside employment, including consulting, which might subject the firm and the employee to criticism or adverse publicity, affect the employee’s ability to perform in a competent manner or create the appearance of an impropriety.

Before accepting outside employment, employees should be certain that the employment will not:

 

   

Interfere or conflict with the interests of the firm,

 

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Be in competition with the firm,

 

   

Encroach upon regular work hours and duties or affect the employee’s physical or mental abilities to carry out regular work, or

 

   

Involve the use of firm equipment, supplies or facilities.

As a general rule, employees are prohibited from accepting outside employment in a professional capacity (e.g., as a lawyer, accountant, appraiser, etc.). Exceptions must be approved by the Managing Member or CCO of the firm.

 

  D. Outside Directorships

 

  1. General Statement

When an employee of the firm is appointed to the Board of Directors of a corporation not affiliated with the firm, the relationship typically involves the use of the firm’s name or the employee’s corporate title with the firm. This can create the appearance of an endorsement by the firm of the financial responsibility, integrity and/or business practices of the other corporation. Serving as a director of such outside non-affiliated corporations also often involves a considerable expenditure of time by the employee. The employee serving as a director must accept a potential personal liability for his or her actions with the outside corporation.

Subject to the exceptions set forth below, an employee must have the approval of the Managing Member or CCO of the firm before agreeing to serve as a director of an outside non-affiliated corporation.

 

  2. Exceptions

 

   

Local Nonprofit Organizations

Where service on the board of a school, charity, church, trade organization, club, professional organization or similar association is involved, and is on the employee’s own time, the employee generally need not obtain approval. However, if an appreciable amount of firm time is involved, the employee should obtain the approval of his or her immediate supervisor.

 

   

Closely Held Family Corporations, Co-Operatives and Condominiums

When the employee is an owner of a closely held family corporation, co-operative or condominium unit, or the like, the employee should consult with his or her immediate supervisor. In instances where no public aspect is normally involved, every effort will be made to accommodate the employee’s request.

 

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Interests in Closely Held Corporations held in Estates and Trusts

In all cases, when an employee is a director or is serving in a similar capacity for an outside corporation, special precautions should be taken to avoid potential conflict of interest situations between the outside corporation and the firm.

 

  E. Fiduciary Appointments

Employees preferably should not accept fiduciary (including co-fiduciary) appointments, such as executor, administrator, guardian, trustee, custodian under gifts to minors act, attorney in fact, or agent, except when there is a strong personal or family reason for doing so.

Except where relatives are involved, if an employee wishes to accept a fiduciary appointment, the prior approval of the Managing Member or CCO of the firm must be obtained.

Employees of Hirayama Investments may be prohibited by law from accepting fees when serving as co-fiduciary with Hirayama Investments.

 

IV. INSIDER TRADING

 

  A. General Statement

Hirayama Investments prohibits all employees from trading in their accounts or in accounts under their direct or indirect control (see discussion below regarding beneficial interest ), either personally or on behalf of others, while in possession of material, nonpublic information. This includes trading in accounts managed on behalf of Hirayama Investments’ clients. Further, Hirayama Investments prohibits all employees from communicating material, nonpublic information to others in violation of the law. This conduct is frequently referred to as “Insider Trading.”

While Insider Trading is not specifically defined in federal securities laws, the term has been interpreted by courts to including the following activities:

 

   

Trading by an insider, while in possession of material, nonpublic information,

 

   

Trading by non-insider, while in possession of material, nonpublic information, where the information was disclosed to the non-insider in violation of an insider’s duty to keep it confidential, and

 

   

Communicating material, nonpublic information to others.

The misuse of material, nonpublic information applies to all types of securities including equity, debt, commercial paper, government securities and options.

 

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  B. Definitions

 

  1. Material Information

Material information is generally understood to be information that would move the price of a security if it were known to the investing public. Examples include, but are not limited to, dividend announcements, liquidity issues, information regarding mergers and acquisitions and new product or services announcements.

 

  2. Nonpublic Information

Information is nonpublic until it has been effectively communicated to the marketplace. One must be able to point to some fact to show that the information is generally public. For example, information found in a report filed with the SEC or appearing in Dow Jones, Reuters Economic Services, The Wall Street Journal or other publications of general circulation would be considered public.

 

  C. Relationships with Clients

Hirayama Investments may have clients who hold positions at publicly traded companies who are in possession of material, nonpublic information about their companies. In managing such individuals’ accounts, Hirayama Investments employees must be aware that any information divulged by the client about his or her company could potentially be material, nonpublic information as defined above. Hirayama Investments employees must not act on such information and must immediately inform the CCO to determine the proper course of action if they believe that a firm client has divulged material, nonpublic information.

 

  D. Paid Research Providers

Hirayama Investments compensates third-parties for investment research. Portfolio Managers and Analysts must pay particular attention to the type of information conveyed by such sources. In the event that Portfolio Managers and Analysts suspect the receipt of material, nonpublic information, they must not act on it and must immediately inform the CCO determine the appropriate course of action.

 

  E. Additional Restrictions

While the above generally refers to Insider Trading as the term is commonly interpreted with respect to the misuse of material, nonpublic information regarding individual securities, this Code also prohibits the misuse of all information regarding Hirayama Investments’ client accounts and firm activities. Hirayama Investments employees must not disclose or misuse for personal economic gain any confidential information regarding the trading or holdings of client accounts and/or Hirayama Investments’ investment strategies.

 

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  F. Resolving Issues Concerning Insider Trading

Any employee who believes he or she has material, nonpublic information, should take the following steps:

 

   

Report the matter immediately to the CCO,

 

   

Refrain from purchasing or selling the securities on behalf of himself or herself or others including accounts managed by Hirayama Investments, and

 

   

Refrain from communicating the information inside or outside of Hirayama Investments, other than to the CCO.

 

V. PERSONAL SECURITIES TRADING

 

  A. General Statement

Access persons (defined below) should not engage in investment transactions in any account holding reportable securities (defined below) in which they have direct or indirect control or a beneficial interest (defined below) that would create, or give the appearance of creating, a conflict of interest between the employee and the firm or between the employee and any client.

Employee trading is governed by restrictions and reporting requirements pursuant to the applicable regulations imposed by the Securities and Exchange Commission (“SEC”) including rules on front running and insider trading.

 

  B. Access Persons

Access persons are those who have access to nonpublic information regarding the firm’s purchases and sales of securities for client accounts, are involved in making securities recommendations to clients or have access to such nonpublic recommendations.

 

  1. Outside Directors

Rule 204A-1 under the Investment Advisers Act of 1940 contains a presumption that, if the firm’s primary business is providing investment advice, then all of its directors, officers and partners are access persons. To rebut this presumption regarding outside directors, Hirayama Investments has restricted its Outside Directors’ access and activities such that:

 

   

Outside directors have no access to nonpublic information regarding clients’ purchases or sales of securities.

 

   

Outside directors have no access to nonpublic information about the portfolio holdings of any registered investment companies (mutual funds) for which Hirayama Investments serves as adviser or sub-adviser.

 

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Outside directors are not involved in making securities recommendations to clients.

 

   

Outside directors do not have access to Hirayama Investments’ investment recommendations before they become public.

To ensure that these restrictions are effective, Hirayama Investments prohibits:

 

   

Outside directors from having any access the firm’s records, such as file cabinets or computer systems,

 

   

Employees from disclosing any investment recommendations to outside directors at any time,

 

   

Employees from providing outside directors with any reports containing nonpublic information about client transactions or holdings or Hirayama Investments’ investment recommendations, and

 

   

Discussions regarding specific client transactions or holdings or Hirayama Investments’ investment recommendations at board meetings.

 

  2. Hirayama Investments Employees

All permanent and temporary-to-hire candidates of Hirayama Investments are access persons. Hirayama Investments does not restrict information regarding the firm’s purchases and sales of securities for client accounts or access to nonpublic investment recommendations. Therefore, all permanent employees and temporary-to-hire candidates are subject to the provisions regarding pre-clearance and reporting of personal securities transactions (as discussed below).

Whether a temporary employee (one with a definite assignment duration) or a consultant is an access person will be determined on a case-by-case basis by the CCO. If the temporary employee or consultant is deemed to have access to information regarding the firm’s purchases and sales of securities for client accounts or access to nonpublic investment recommendations, he or she will be required to follow the provisions of this Code in a similar manner as all other Hirayama Investments access persons. If there is no such access, the temporary employee or consultant will be required to sign a Confidentiality Agreement that will restrict the use of any information acquired during an assignment at Hirayama Investments for personal benefit.

 

  3. Fund Access Persons (Under the Investment Company Act of 1940)

Fund access persons are a specific subset of access persons who make, participate in or obtain information regarding the purchase and sale of securities for Hirayama Investments’ registered investment company clients (i.e. mutual funds) or whose functions relate to the making of any recommendations for such transactions.

 

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  C. Reportable Securities

Reportable securities generally include, but are not limited to, stocks, bonds (including state and local municipal bonds), United States agency obligations (i.e. Fannie Mae, Freddie Mac, etc.), exchange traded funds (ETFs), closed-end funds, options and warrants.

The following securities are not reportable under Rule 204A-1:

 

   

Direct obligations of the government of the United States,

 

   

Money market instruments – bankers’ acceptances, bank certificates of deposit, commercial paper, repurchase agreements, and other high quality short-term debt instruments,

 

   

Money market funds,

 

   

Open-end mutual funds unless Hirayama Investments acts as an investment adviser to the fund, and

 

   

Unit investment trusts.

 

  D. Beneficial Interest

Employees are considered to have a beneficial interest in securities if they have or share a direct or indirect pecuniary interest in the securities. Employees have a pecuniary interest in securities if they have the ability to directly or indirectly profit from a securities transaction.

The following examples are instances where an employee has a beneficial interest in the securities held by the various accounts. This list is not all inclusive and Hirayama Investments employees unsure about whether a particular account should be disclosed under this Code have an affirmative duty to contact Hirayama Investments’ Compliance Department for clarification.

 

  1. Accounts of Members of the Same Household

A Hirayama Investments employee is presumed to have a beneficial interest in any account of an immediate family member living in the same household. Immediate family members include any spouse, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law. Adoptive relationships are included. The presumption is rebuttable with proper documentation.

 

  2. Accounts of Partnerships, Corporations and LLCs

If a general partnership owns accounts that contain reportable securities (defined in detail above), all general partners have beneficial interests in the securities held by the general partnership. For accounts held by limited partnerships, general partners, but not limited partners, have beneficial interests held by the limited partnership. For accounts held by corporations and LLCs, only controlling shareholders or members

 

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and persons exercising investment control over the securities held in the corporation or LLC’s investment accounts are deemed to have beneficial interests in such accounts.

 

  3. Accounts of Trusts

A settlor of a trust that retains the ability to revoke or change the terms of the trust retains a beneficial interest in any reportable securities held by the trust. Remainder persons (i.e. beneficiaries) that are currently entitled to income derived from trust assets (i.e. dividends from stocks or interest from bonds) also have a beneficial interest in the trust’s reportable securities. Beneficiaries that do not have rights under the terms of the trust until a future event (i.e. death of the settlor) do not have any beneficial interest in the trusts assets until the subsequent event occurs. Upon such occurrence, the beneficiary will acquire a beneficial interest in the trusts assets per the terms of the trust.

 

  E. Control

Accounts where a Hirayama Investments employee has been given discretionary authority to make securities trades on behalf of the account owner are deemed under the control of the Hirayama Investments employee. Such accounts are reportable under this Code.

A WHV employee may relinquish control over a personal account by giving another person full discretionary authority to trade such account on their behalf. Such accounts must be disclosed to Hirayama Investments’ Compliance Department. Once disclosed and the Compliance Department has determined that the Hirayama Investments employee in fact has no control over the account, no further reporting is required.

A trustee or co-trustee is assumed to have control over trust assets and therefore accounts owned by the trust containing reportable securities are covered under this Code. A successor trustee that has no current power to affect trust assets does not have to report the trust accounts until his or her status changes to trustee or co-trustee.

Other fiduciaries, including but not limited to, executors, administrators, custodians, attorneys-in-fact and agents, are assumed to have control the assets of the person or entity for which they serve as fiduciaries. Such accounts containing reportable securities are covered under this Code. The presumption of control may be rebutted upon presentation of documentation to the Compliance Department.

 

  F. Pre-Clearance Procedures

Trading by access persons in the accounts described above must be pre-approved by a member of Hirayama Investments’ Compliance Department or alternatively by either the firm’s Head Equity Trader or designee. Members of the firm’s Compliance Department, including the CCO, may not approve their own personal trades.

 

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Before requesting pre-approval to trade in an account, the access person should first check the firm’s restricted list (defined below) to determine that the security is not restricted. When planning a purchase or sale of a security for any employee account, the employee should consider if the transaction would be suitable for any client account. Client accounts must be given priority.

Thereafter, the request must be filed by e-mail and contain the following information: buy or sell, name of the security, security trading symbol or CUSIP number and number of shares or par value. Upon approval or denial, the access person will be notified by e-mail. Approvals for personal trades are good for the current trading day only . Therefore, limit orders must be day limit orders only.

Transactions that do not need pre-approval are:

 

   

Trades made through automatic investment plans,

 

   

Purchases effected upon the exercise of rights created by an issuer pro rata to holders of a class of its securities,

 

   

Acquisition of securities through stock dividends, dividend investments, stock splits, mergers, consolidations, spin-offs and other similar corporate reorganizations,

 

   

Open-end investment company shares (i.e. mutual funds) other than shares of investment companies advised or sub-advised by Hirayama Investments,

 

   

Municipal bonds,

 

   

Futures and options on currencies or a broad based securities index, and

 

  G. Restrictions and Limitations

 

  1. Initial Public Offerings

All access persons are prohibited from participating in initial public offerings (IPOs) for their personal accounts.

 

  2. Limited Offerings and Private Placement Securities

Access persons wishing to acquire beneficial ownership of securities in a limited offering must seek written approval from the CCO.

In determining whether to grant the approval, the CCO will seek to determine whether or not the access person’s acquisition of the security would preclude advisory clients from purchasing the same security. In addition, the CCO must determine that the investment was not being offered to the employee strictly by virtue of the employee’s position at Hirayama Investments.

If applicable, all records relating to the CCO’s approval of employees’ requests to invest in limited offerings and private placement securities shall be maintained in writing.

 

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  3. Trading Limitation Specific to Fund Access Persons

Fund Access Persons may not purchase or sell a security for their personal account(s) during the seven (7) calendar days before and after the day the same security has been traded within Hirayama Investments’ investment company client portfolios.

 

  4. Restricted List

The firm maintains a restricted list for equity securities. Equity securities are placed on the restricted list when a buy or sell recommendation is made in a Hirayama Investments equity investment strategy. Such equity securities remain on the restricted list from the initiation of the buy or sell recommendation for a period of not less than five business days and until all trades in client portfolios are executed. Hirayama Investments access persons are prohibited from trading any equity securities on the restricted list in their personal account(s).

 

  5. Same Day Trading

All access persons are prohibited from trading in their personal account(s) on the same day that the firm trades in the same security for client accounts.

 

  6. Front Running

An access person may not make trades of any security in a personal account while in possession of material, nonpublic information that Hirayama Investments will make, or intends to make, trades in client accounts in the same security. This unethical practice is front running and prohibited under this Code. All Hirayama Investments access persons are reminded that client accounts must be given priority over personal accounts.

 

  H. Trade Confirmations

All Hirayama Investments access persons must direct the brokerage firm or firms where they have personal accounts or accounts in which they have a beneficial interest or control to send trade confirmations of every trade in such accounts to:

Chief Compliance Officer

Hirayama Investments, LLC

301 Battery Street, Suite 400

San Francisco, CA 94111

 

  I. Reporting

In order to maintain compliance with Rule 204A-1 under the Investment Advisers Act of 1940, Hirayama Investments must collect quarterly transaction

 

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reports and holdings reports, both initially upon employment and annually thereafter, from all access persons. Such reports must include transaction and holding information of the personal trading activities of the access persons.

Rule 204A-1 specifically exempts from reporting accounts in which an access person has no direct or indirect control. Access persons must provide documentation evidencing their lack of direct or indirect control of such accounts to Hirayama Investments’ Compliance Department.

 

  1. Initial and Annual Holdings Reports

All new employees determined to be access persons shall submit to the firm’s CCO a holdings report of every directly or beneficially owned or controlled account holding reportable securities within ten (10) days of beginning employment with Hirayama Investments. Such reports shall include the name, ticker symbol or CUSIP number, quantity and market value or principal amount of each reportable security. The information provided by the new access person must be current to within forty-five (45) days of starting employment with Hirayama Investments.

On an annual basis, all current access persons must submit to the firm’s CCO a holdings report of each account and account in which they have a beneficial interest holding reportable securities within forty-five (45) days of calendar year end. Such reports shall include the name, ticker symbol or CUSIP number, quantity and market value or principal amount of each reportable security.

In lieu of either the initial or annual holdings reports, Hirayama Investments accepts brokerage statements for any access person’s directly or beneficially owned or controlled accounts. For initial holdings reports, the brokerage statements provided must be for the most recent month end from the access person’s start date. For annual holdings reports, the brokerage statements must be as of December 31 of the calendar year just ended.

 

  2. Quarterly Transactions Reports

All access persons shall submit to the firm’s CCO a report of every reportable security transaction in any directly owned or beneficially owned account. The quarterly transaction reports must be submitted within ten (10) days of the end of each calendar quarter. The report shall include the name and ticker symbol of the security, date and nature of the transaction, quantity or principal amount and the broker-dealer through which the transaction was effected.

The quarterly transaction report shall also contain a declaration that the access person did not open any new accounts, or gain a beneficial interest or control, in any new accounts not previously disclosed to the firm’s Compliance Department. Any such account must be disclosed separately from the quarterly transaction report immediately upon opening.

 

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At the end of each quarter, the Compliance Department will review each access person’s personal trading against the trades made by the firm for client accounts to ensure compliance with the policies of this Code.

 

  J. Violations

The first instance that an access person violates the firm’s policies regarding personal securities trading and insider trading, the access person will be required to confer with the CCO. The policies will be reviewed and the access person will be advised of the seriousness of the violation. The CCO will provide a report regarding the violation to Senior Management and the firm’s Audit Committee.

Upon a second violation, in addition to the above, the access person may not purchase equity securities for a period of one year from the date of notification of the violation. During the one year penalty period, sales of currently held equity securities are permitted.

The penalty for a third violation will be determined by the Managing Member or CCO of the firm. Disciplinary action for a third violation may include dismissal.

Hirayama Investments employees are expressly warned that violations of United States securities laws may result in criminal or civil prosecution by federal and/or state authorities.

 

VI. CONFIDENTIAL INFORMATION

 

  A. General Statement

The operations of the firm and activities of clients are highly confidential. These matters are not to be discussed with anyone outside the firm, including family, friends and associates. Such confidential information will be disclosed only by properly authorized representatives of the firm in keeping with our policy to fully comply with the disclosure requirements imposed by law and the agencies that supervise and regulate the firm and our industry.

 

  B. Corporate Information

Disclosure of lists of employee names or the firm’s subcontractors, consultants and vendors or any other sensitive nonpublic corporate information to unauthorized persons is prohibited.

 

  C. Client Information

Information about our clients must be held in strict confidence. Any use of client information for personal gain by an employee, the family of the employee or friends of an employee is unethical.

 

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Under no circumstances may any information about the firm’s clients be revealed, in the absence of valid legal process, without the knowledge and consent of the client.

 

  D. Client Accounts

An employee should not sign on behalf of clients’ accounts, have access to clients’ safe deposit boxes, nor otherwise represent clients in their affairs. This does not include situations in which an employee acts in an ownership capacity or signs on the accounts of members of his or her own family.

 

VII. DISHONEST AND FRAUDULENT ACTS, CRIMINAL OFFENSES

Employees convicted of a criminal offense (felony or misdemeanor) involving either dishonesty or a breach of trust will be terminated.

Employees charged or convicted of other criminal offenses may be suspended or terminated depending on the severity and nature of the crime. This decision will be made by the Managing Member and CCO of the firm.

Employees must immediately disclose to the firm’s CCO any pending criminal charges against them as soon as such charges are filed.

 

VIII. PERSONAL ACTIVITIES

 

  A. Use of Firm Reputation

It is improper for an employee to use a corporate title, official stationery or the firm’s name for personal non-job related purposes to add weight and authority to personal complaints or controversial matters. This prohibition also applies to involvement in political activities (discussed in detail below).

 

  B. Use of Firm Supplies, Telephone Service and Time

Except as provided immediately below, employees may not use firm supplies, computers or other equipment for personal non-job related purposes. Limited personal use of the firm’s telephones, copying machines and computers is permitted subject to the provisions of firm policies.

Employees should not use work time for conducting personal affairs, although there may be occasional exceptions. If these exceptions involve a significant amount of time or interfere with work schedules, the employee should first receive permission from his or her supervisor.

Employees or clients may not promote or sell non-firm goods or services on firm time or at firm locations without prior approval of the Managing Member or CCO of the firm.

 

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  C. Personal Finances

To ensure client confidence in the firm, employees should conduct their personal finances so as to avoid criticism of or adverse reflection on the employee or the firm.

 

  D. Loans to Co-Workers

Employees are discouraged from lending to or borrowing from other staff members. Legitimate sales of property are not considered loans for purposes of this policy.

 

  E. Borrowing from Clients or Suppliers

Employees are not permitted to borrow from clients or suppliers, except those who engage in lending in the usual course of their business and then only on terms offered to others in similar circumstances without any special treatment as to interest rates, repayment terms, security and similar provisions. Employees are permitted to borrow from such clients or suppliers who are their relatives.

 

  F. Legal and Tax Advice

While our business transactions frequently have legal and tax implications for our clients, employees should not offer legal advice or tax advice to clients. The client should always be encouraged to consult with his or her own attorney or accountant.

 

  G. Referral of Client to Professional Services

Employees should not voluntarily offer to recommend an insurance broker, accountant, real estate agent, attorney or other professional advisor to a client without first being specifically requested by the client to do so. The client should always first be advised to consult with the client’s own present legal or other professional advisor if he or she has one. If the client has none, then the employee may offer a recommendation, but only if and in every case, several names are given without in any way indicating favoritism.

 

  H. Speeches and Publications

As a general rule, employees should obtain the approval of their immediate supervisor prior to entering into any commitment to present a speech or prepare an article for publication which might be construed directly or indirectly as presenting the firm or the firm’s position on any matter.

 

  I. Relationships with Competitors

Employees are expected to observe the highest standards of ethical conduct in relationships with competitors. It is firm policy to emphasize the quality and competence of our services and employees rather than to criticize those of our competitors.

 

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For legal and ethical reasons, employees are prohibited from entering into any arrangement with competitors for the purpose of setting or controlling prices, rates, trade practices or marketing policies.

Employees are prohibited from disclosing to competitors future plans of the firm or other information which has not been disclosed generally to the public.

 

IX. POLITICAL ACTIVITIES

It is the firm’s policy to support an awareness and interest in civic and political responsibility and to encourage individual participation in civic and political activities through voluntary action and involvement by its employees.

However, since election to public office may require commitment of considerable time and involve permanence of location, an employee should not accept candidacies or accept appointment to public office without the prior approval of the Managing Member or CCO. Before becoming an appointee or candidate, going on the staff of a candidate or similar involvement in support of, or in opposition to, a ballot proposition, an employee should review the requirements of the applicable state’s public disclosure laws, if they apply. Employees should contact an attorney if in doubt as to the provisions of such public disclosure laws.

In all cases, employees seeking elective office or otherwise participating in political activities must do so in their individual capacity and not as representatives of the firm. In all such cases, neither the firm’s name nor its address should be used in connection with advertisements, campaign materials or the collection of funds.

 

X. VIOLATIONS AND WHISTLEBLOWER PROTECTION

Hirayama Investments takes the potential for conflicts of interest very seriously. Therefore, Hirayama Investments requires all employees to promptly notify the CCO in the event they have any reason to believe that they may have failed to comply with, or become aware of another person’s failure to comply with, the policies and procedures set forth in this Code. Upon review of the alleged violation of the Code, the CCO shall report his findings to the Managing Member if such review discovers that an actual violation has been committed.

It is the policy of the firm that no adverse action or retaliation will be taken against any employee, a whistleblower, who becomes aware of a violation and reports the violation in good faith. Reports of violations will be held in confidence and disclosed only to those persons involved in investigating the violation.

Hirayama Investments’ Managing Member and CCO are aware of the difficulties that a whistleblower may encounter as a result of this requirement and shall take immediate action against any employee that retaliates against a whistleblower for reporting violations of this Code.

 

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In addition to violations of this Code, all employees must report to the CCO any non-compliance with applicable laws, rules, and regulations, fraud or illegal acts involving any aspect of the firm’s business. This includes intentional or material misstatements in regulatory filings, internal books and records, client records or reports, activity that is harmful to clients and material deviations from required controls and procedures that safeguard clients and the firm.

Aside from the penalties imposed on access persons specific to violations of this Code’s policies on personal securities and insider trading as described above, a violation of other sections of this Code may result in disciplinary action at the discretion of the firm’s Board of Directors, upon recommendation from the CCO and the firm’s Senior Management.

Such penalties may include, but are not limited to, a warning, disgorgement of unethical or illegal gains, suspension, demotion or termination of employment. In addition to sanctions, violations may result in referral to civil or criminal authorities where appropriate.

 

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APPENDIX

HIRAYAMA INVESTMENTS

CODE OF ETHICS AND BUSINESS CONDUCT

GUIDING PRINCIPLES

These Guiding Principles are intended to provide direction for decision-making and action by everyone involved with the firm. It is our belief that each of the following commitments is equally important.

Commitment to Client

We are committed to providing excellence in service and education to our clients with the highest degree of confidentiality, integrity, trust and personal interaction. We strive to promote client satisfaction by offering quality service and products which are innovative and responsive to our clients’ current and changing needs. We want our clients to know that they are being well served and cared about as individuals.

Commitment to Employee

The firm is committed to maintaining an environment which encourages employees to grow professionally, to be creative and accepting of individual responsibility and to achieve the highest possible potential. The firm acknowledges its responsibility to employees to communicate honestly and openly, to state expectations clearly, to evaluate performance fairly and in a timely manner and to compensate equitably - all within a framework of equal opportunity for all employees.

Commitment of Employee to Firm

As employees, we are committed to learn and follow established policies and objectives, conduct ourselves professionally and enhance the reputation of Hirayama Investments in the community. Recognizing the trust and confidence placed in us by our clients and community, we are committed to acting in every situation with the highest ethical standards in order to justify and preserve that confidence.

Commitment of Employee to Employee

As employees, we are committed to treat one another with integrity, courtesy and mutual respect, to cooperate with one another, to recognize each other’s unique skills and abilities and to help create an atmosphere characterized by open and honest communication within and across all levels of the firm. Such a climate is vital to maintaining individual initiative and the attainment of the firm’s goals and objectives.

 

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Commitment to the Community

Hirayama Investments is committed to be a good corporate citizen and a contributing member of the communities which we serve. We support community organizations and programs at the corporate level and by encouraging our employees to contribute their own time and talents to community organizations and projects of special interest to them. We consider social and environmental responsibilities in the conduct of our own affairs and on the part of those with whom we conduct business.

 

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