AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON FEBRUARY 6, 2012
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 |
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Pre-Effective Amendment No. |
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Post-Effective Amendment No. 89 |
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and/or |
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REGISTRATION STATEMENT |
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UNDER |
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THE INVESTMENT COMPANY ACT OF 1940 |
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Amendment No. 92 |
(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.
Senior Vice President and Corporate Counsel
AXA Equitable Funds Management Group, LLC
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.
K&L Gates LLP
1601 K Street N.W.
Washington, D.C. 20006
Approximate Date of Proposed Public Offering: Effective Date of this Post-Effective Amendment.
Title of Securities Being Registered: Class IA, Class IB and Class K Shares of Beneficial Interest
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 26, 2012) 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 Prospectus for EQ Advisors Trust, Prospectus for All Asset Growth-Alt 20 Portfolio (formerly, All Asset Allocation Portfolio), Prospectus for EQ/Franklin Templeton Allocation Portfolio, Prospectus for EQ/International ETF Portfolio, Prospectus for Strategic Allocation Portfolios, and Prospectus for AXA Tactical Manager Portfolios.
Part B Statement of Additional Information for the Portfolios.
Part C Other Information
Signature Page
Exhibits
EQ Advisors Trust SM
Prospectus dated May 1, 2012
This Prospectus describes forty-six (46) Portfolios* offered by EQ Advisors Trust (the Trust) and the Class IA, Class IB and Class K 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 Dynamic Wealth Strategies Portfolio
EQ/AllianceBernstein Small Cap Growth
EQ/AXA Franklin Small Cap Value Core
EQ/BlackRock Basic Value Equity
EQ/Boston Advisors Equity Income
EQ/Calvert Socially Responsible
EQ/Capital Guardian Research
EQ/Common Stock Index
EQ/Davis New York Venture
EQ/Equity 500 Index
EQ/Equity Growth PLUS
EQ/Franklin Core Balanced
EQ/GAMCO Mergers and Acquisitions
EQ/GAMCO Small Company Value
EQ/Global Multi-Sector Equity
EQ/International Core PLUS
EQ/International Equity Index
EQ/International Value 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 Large Cap Core
EQ/MFS International Growth
EQ/Mid Cap Index
EQ/Mid Cap Value PLUS
EQ/Montag & Caldwell Growth
EQ/Morgan Stanley Mid Cap Growth
EQ/Mutual Large Cap Equity
EQ/Oppenheimer Global
EQ/Small Company Index
EQ/T. Rowe Price Growth Stock
EQ/Templeton Global Equity
EQ/UBS Growth and Income
EQ/Van Kampen Comstock
EQ/Wells Fargo Omega Growth
Fixed Income Portfolios
EQ/AllianceBernstein Short-Term Bond Portfolio
EQ/AllianceBernstein Short-Term Government Bond Portfolio
EQ/Core Bond Index
EQ/Global Bond PLUS
EQ/Intermediate Government Bond Index
EQ/Money Market
EQ/PIMCO Ultra Short Bond
EQ/Quality Bond PLUS
* | 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. |
The Securities and Exchange Commission has not approved or disapproved any Portfolios shares or determined if this Prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.
IA/IB/K Master
(250998)
EQ Advisors Trust
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2 | Table of contents | EQ Advisors Trust |
EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio Class IA, Class IB and Class K Shares
Investment Objective: The Portfolio seeks to achieve total return from long-term growth of capital and income.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of
|
||||||||||||
EQ/AllianceBernstein Dynamic Wealth
Strategies Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K Shares |
|||||||||
Management Fee |
0.75% | 0.75% | 0.75% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waiver and/or Expense Reimbursement |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
1.20% | 1.20% | 0.95% |
| Based on estimated amounts for the current fiscal year. |
| Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual 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 an annual rate of 1.20% for Class IA and IB shares and 0.95% for Class K shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then redeem all of your shares at the end of those time periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same and that the expense limitation agreement is not renewed. The Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Portfolios performance. For the period from February 18, 2011 through December 31, 2011, the end of the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: Under normal conditions, the Portfolio will invest in a diversified range of securities and other financial instruments, including derivatives, that provide investment exposure to a variety of asset classes. These asset classes may include: equity securities and fixed income instruments of issuers located within and outside the United States and currencies. By adjusting investment exposure among the various asset classes in the Portfolio, the Adviser will attempt to reduce overall portfolio volatility and mitigate the effects of extreme market environments, without sacrificing long-term returns. The Portfolio may gain or adjust exposure to each asset class either through transactions in individual securities or through other instruments, including derivatives.
The Portfolios equity investments will be allocated among discrete portions of the Portfolio that will invest in securities included in the S&P 500 Index, S&P MidCap 400 Index, Russell 2000 Index and MSCI EAFE Index, respectively, and in other securities and instruments, such as derivatives, that provide exposure to these indexes. The Portfolio will invest in these securities and other instruments in a manner that is intended to track the performance (before fees and expenses) of the relevant index. This strategy is commonly referred to as an indexing strategy. As of December 31, 2011, the market capitalization of companies in the S&P 500 Index, which consists of common stocks of 500 of the largest U.S. companies, ranged from $ billion to $ billion; in the S&P MidCap 400 Index, which consists of 400 domestic stocks chosen for market size, liquidity, and industry group representation, from $ million to $ billion; in the Russell 2000 Index, which tracks the performance of approximately 2000 of the smallest companies in the Russell 3000 Index, from $ million to $ billion; and in the MSCI EAFE Index, which measures the equity market performance of developed markets, excluding the U.S. and Canada, from $ billion to $ billion. The Adviser may allocate the Portfolios investments among these indices based on its assessment of risk in the equity markets relative to potential return. In addition, the Portfolio may obtain equity exposure by investing in preferred stocks, warrants and convertible securities of domestic and foreign issuers, including sponsored or unsponsored American Depositary Receipts (ADRs) and Global Depositary Receipts (GDRs).
The Portfolios fixed income investments will consist primarily of investments in securities included in the Citi World Government Bond (WGB) Index, the Barclays Capital Intermediate U.S. Government
EQ Advisors Trust | About the investment portfolios | 3 |
Bond Index and in other securities and instruments, such as derivatives, that provide exposure to these indices. The Portfolio will invest in these securities and other instruments in a manner that is intended to track the performance (before fees and expenses) of this index. The Citi WGB Index includes the most significant and liquid government bonds from markets globally that carry at least an investment grade rating. The Barclays Capital Intermediate U.S. 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 $250 million outstanding, which may include zero-coupon securities.
The Adviser will manage the Portfolio using a Dynamic Asset Allocation strategy, which involves making short-term adjustments to the Portfolios asset mix based on proprietary research on various risk and return factors. The approach seeks to minimize the effects of adverse equity market conditions, mitigate both extreme losses and outsized gains, and improve returns through lower volatility. Under normal market conditions, it is expected that the Portfolios asset allocation will be approximately 60% in equity securities (or financial instruments that provide investment exposure to such securities) and approximately 40% in fixed income securities (or financial instruments that provide investment exposure to such securities). The Portfolios equity investments may range from 0% to 70% of the Portfolios net assets depending on volatility. Likewise, the Portfolios fixed income investments may range from 30% to 100% of the Portfolios net assets depending on volatility. When the Adviser determines that the risks in the equity markets have risen disproportionately to potential returns, the Portfolio will seek to minimize its equity exposure through the use of derivatives and investments in bonds or other fixed income securities, currencies and other financial instruments. Although the Dynamic Asset Allocation strategy is intended to moderate the Portfolios volatility and thereby reduce the overall risk of investing in the Portfolio, it may result in periods of underperformance relative to traditional fixed-allocation balanced funds, including periods during which the Portfolio has reduced its equity exposure but market changes do not impact equity returns adversely to the extent predicted by the Adviser.
In implementing the Dynamic Asset Allocation strategy, the Adviser may invest in derivatives, including futures, forwards, swaps and options, and other instruments rather than investing directly in equity or fixed income securities. These derivatives and other instruments may be used for a variety of purposes, including to reduce risk, to seek enhanced returns from certain asset classes and to leverage the Portfolios exposure to certain asset classes. The Portfolio may use index futures, for example, to gain broad exposure to a particular segment of the market, while buying representative securities to achieve exposure to another. The Adviser will choose in each case based on considerations of cost and efficiency of access to the desired investment exposure. It is anticipated that the Portfolios derivative instruments will consist primarily of exchange-traded futures and options contracts on securities indices, but the Portfolio also may utilize other types of derivatives. The Portfolios holdings may be frequently adjusted to reflect the Advisers assessment of changing risks, which could result in high portfolio turnover. The Adviser believes that these adjustments also can frequently be made efficiently and economically through the use of derivatives strategies. Similarly, when the Adviser decides to reduce (or eliminate) the Portfolios exposure to equity markets, the Adviser may choose to do so directly through securities transactions or indirectly through derivatives transactions.
The Portfolio may invest in derivatives to the extent permitted by applicable law. It is anticipated that the Portfolios use of derivatives will be consistent with its overall investment strategy of obtaining and managing exposure to various asset classes. Because the Adviser will use derivatives to manage the Portfolios exposure to different asset classes, the Portfolios use of derivatives may be substantial. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. The Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
The Adviser also may use exchange-traded funds (ETFs) in seeking to carry out the Portfolios investment strategies. The Portfolio may enter into foreign currency transactions for hedging and non-hedging purposes on a spot ( i.e. , cash) basis or through the use of derivatives. The Portfolio also may invest its uninvested cash in high-quality, short-term debt securities, including high-quality money market instruments, and also may invest uninvested cash in money market funds, including money market funds managed by AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager), the Portfolios investment manager.
The Manager has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Convertible Securities Risk: 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
4 | About the investment portfolios | EQ Advisors Trust |
established in the convertible securitys governing instrument, which may be different than the current market price of the security. 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 a portfolio in convertible debt securities may not be subject to any ratings restrictions, although in such cases the portfolios Adviser will consider such ratings, and any changes in such ratings, in its determination of whether the portfolio should invest in and/or continue to hold the securities. Convertible securities are subject to interest rate risk and credit risk and are often lower-quality securities.
Credit Risk: The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings.
Derivatives Risk: A portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the Portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio. Derivatives also may be subject to certain other risks such as leverage risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange-Traded Funds Risk: When a portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the portfolio. A portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Index Strategy Risk: A portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the portfolio may not invest in all of the securities in the index. Also, the portfolios fees and expenses will reduce the portfolios returns, unlike those of the benchmark index. Cash flow into and out of the portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the portfolios valuation procedures also may affect the portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Interest Rate Risk: The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a portfolios debt securities generally declines. A portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration.
EQ Advisors Trust | About the investment portfolios | 5 |
Investment Grade Securities Risk: Debt securities are rated by national bond ratings agencies. Securities rated BBB or higher by Standard & Poors Ratings Services (S&P) or Fitch Ratings, Ltd. (Fitch) or Baa or higher by Moodys Investors Service, Inc. (Moodys) 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.
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 leverages its holdings, the value of an investment in that portfolio will be more volatile and all other risks will tend to be compounded. For example, a portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money.
Mid-Cap and Small-Cap Company Risk: A Portfolios investments in mid- and small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. In general, these risks are greater for small-capitalization companies than for mid-capitalization companies.
Portfolio Turnover Risk: High portfolio turnover (generally, turnover in excess of 100% in any given fiscal year) may result in increased transaction costs to a portfolio, which may result in higher fund expenses and lower total return.
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.
Risk/Return Bar Chart and Table
The Portfolio commenced operations on February 18, 2011. Performance information will be available in the Prospectus after the Portfolio has been in operation for one full calendar year.
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: AllianceBernstein, L.P. (AllianceBernstein or the
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Seth J. Masters |
Co-Chief Investment Officer and Portfolio Manager | February 2011 | ||
Daniel J. Loewy |
Co-Chief Investment Officer and Portfolio Manager | February 2011 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with Contracts issued by AXA Equitable Life Insurance Company (AXA Equitable), AXA Life and Annuity Company, other affiliated or unaffiliated insurance companies and The AXA Equitable 401(k) Plan. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans, and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemptions requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring investment company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
6 | About the investment portfolios | EQ Advisors Trust |
EQ/AllianceBernstein Small Cap Growth Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve long-term growth of capital.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/AllianceBernstein Small Cap Growth
Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K Shares |
|||||||||
Management Fee |
0.74% | 0.74% | 0.74% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: Under normal market conditions, 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 $ million to $ billion as of December 31, 2011).
The Portfolio invests primarily in U.S. common stocks and other equity-type securities issued by smaller companies that the Adviser believes to have favorable growth prospects. 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.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Investment Style Risk: An Adviser may use a particular style or set of styles in this case growth styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Growth investing also is subject to the risk that the stock price of one or more companies will fall or will fail to appreciate as anticipated, regardless of movements in the securities market. Growth stocks also tend to be more volatile than value stocks, so in a declining market their prices may decrease more than value stocks in general. They also may increase the volatility of the Portfolios share price.
EQ Advisors Trust | About the investment portfolios | 7 |
Portfolio Turnover Risk: High portfolio turnover (generally, turnover, in excess of 100% in any given fiscal year) may result in increased transaction costs to a Portfolio, which may result in higher fund expenses and lower total return.
Small-Cap Company Risk: A Portfolios investments in small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount.
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, 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 Advisers 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 Portfolios holding period.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
20.95% (2009 2nd Quarter) | 28.78% (2008 4th 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 |
% | % | % | |||||||||
EQ/AllianceBernstein Small Cap Growth Portfolio Class K Shares |
% | % | % | |||||||||
Russell 2000 Growth Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: AllianceBernstein L.P. (AllianceBernstein)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Bruce Aronow |
Senior Vice President, Portfolio Manager/Research Analyst of AllianceBernstein | May 2000 | ||
Samantha Lau |
Senior Vice President, Portfolio Analyst/Manager of AllianceBernstein | April 2005 | ||
Kumar Kirpalani |
Senior Vice President, Portfolio Analyst/Manager of AllianceBernstein | April 2005 | ||
Wen-TseTseng |
Vice President and Portfolio Analyst/Manager of AllianceBernstein | May 2006 | ||
Joshua Lisser |
Senior Vice President/Chief Investment Officer, Index Strategies of AllianceBernstein |
December 2008 |
8 | About the investment portfolios | EQ Advisors Trust |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 9 |
EQ/AXA Franklin Small Cap Value Core Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve long-term total return with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/AXA Franklin Small Cap Value Core
Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.70% | 0.70% | 0.70% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolios 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 (Active Allocated Portion); the other portion of the Portfolio seeks to track the performance of a particular index (Index Allocated Portion). Under normal circumstances, the Active Allocated Portion will consist of approximately 50% of the Portfolios net assets; the Index Allocated Portion will consist of approximately 50% of the Portfolios net assets.
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. For this Portfolio small-capitalization companies are companies with market capitalizations under $3.5 billion at the time of purchase. In addition, securities of small-capitalization companies may include financial instruments that derive their value from the securities of such companies.
The Active Allocated Portion generally invests in equity securities such as common stocks that the Adviser to the Active Allocated Portion believes are currently undervalued and have potential for capital appreciation. 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 companys worth.
The Index Allocated Portion of the Portfolio seeks to track the performance (before fees and expenses) of the Russell 2000 Index (Russell 2000) with minimal tracking error. This strategy is commonly referred to as an indexing strategy. Generally, the Index Allocated Portion uses a full replication technique, although in certain instances a sampling approach may be utilized for a portion of the Index Allocated Portion. The Index Allocated Portion also may invest in other instruments, such as futures and options contracts, that provide comparable exposure as the index without buying the underlying securities comprising the index.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) also may utilize futures and options, such as exchange-traded futures and options contracts on securities indices, to manage equity exposure. Futures and options can provide exposure to the performance of a securities index without buying the underlying securities comprising the index. They also provide a means to manage the Portfolios equity exposure without having to buy or sell securities. When market volatility is increasing above specific thresholds set for the Portfolio, the Manager may limit equity exposure either by reducing investments in securities, selling long futures and options positions on an index, increasing cash levels, and/or shorting an index. During such times, the Portfolios exposure to equity securities may be significantly less than that of a traditional equity portfolio. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance. The Portfolio may invest up to 25% of its assets in derivatives. It is anticipated that the Portfolios derivative instruments will consist primarily of exchange-traded futures
10 | About the investment portfolios | EQ Advisors Trust |
and options contracts on securities indices, but the Portfolio also may utilize other types of derivatives. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
The Manager has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk : Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk : Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: The Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Futures Contract Risk : The primary risks associated with the use of futures contracts are (a) the imperfect correlation between the change in market value of the instruments held by a Portfolio and the price of the futures contract; (b) liquidity risks, including the possible absence of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses (potentially unlimited) caused by unanticipated market movements; (d) an advisers inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that a counterparty will default in the performance of its obligations; (f) if a Portfolio has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Portfolio may have to sell securities at a time when it may be disadvantageous to do so; and (g) transaction costs associated with investments in futures contracts may be significant, which could cause or increase losses or reduce gains.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Investment Style Risk: An Adviser may use a particular style or set of styles in this case value styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Value stocks are subject to the risks that notwithstanding that a stock is selling at a discount to a its perceived true worth, the market will never fully recognize their intrinsic value. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced. They may also increase the volatility of the Portfolios share price.
Leveraging Risk: When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money.
EQ Advisors Trust | About the investment portfolios | 11 |
Short Position Risk : A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Small-Cap Company Risk: A Portfolios investments in small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount.
Volatility Management Risk: The Manager from time to time employs various volatility management techniques, including the use of futures and options to manage equity exposure. The success of the Portfolios volatility management strategy will be subject to the Managers ability to correctly assess the degree of correlation between the performance of the relevant market index and the metrics used by the Manager to measure market volatility. Since the characteristics of many securities change as markets change or time passes, the success of the Portfolios volatility management strategy also will be subject to the Managers ability to continually recalculate, readjust, and execute volatility management techniques (such as options and futures transactions) in an efficient manner. In addition, because market conditions change, sometimes rapidly and unpredictably, the success of the volatility management strategy will be subject to the Managers ability to execute the strategy in a timely manner. Moreover, volatility management strategies may increase portfolio transaction costs, which could cause or increase losses or reduce gains. For a variety of reasons, the Manager may not seek to establish a perfect correlation between the relevant market index and the metrics that the Manager uses to measure market volatility. In addition, it is not possible to manage volatility fully or perfectly. Any one or more of these factors may prevent the Portfolio from achieving the intended volatility management or could cause the Portfolio to underperform or experience losses.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year, five years and since inception through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
25.14% (2009 2nd Quarter) | 28.63% (2008 4th Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five Years |
Since Inception
(September 15,
|
||||||||||
EQ/AXA Franklin Small Cap Value Core Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/AXA Franklin Small Cap Value Core Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/AXA Franklin Small Cap Value Core Portfolio Class K Shares |
% | % | % | |||||||||
Russell 2500 Value Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior
Vice President FMG LLC |
May 2011 | ||
Alwi Chan, CFA ® |
Vice President
of FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant
Portfolio Manager of FMG LLC |
May 2011 |
12 | About the investment portfolios | EQ Advisors Trust |
Adviser: Franklin Advisory Services, LLC (Franklin Advisory)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Active Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
William J. Lippman |
President of Franklin
Advisory |
September 2006 | ||
Bruce C. Baughman, CPA |
Senior Vice President
and Portfolio Manager of Franklin Advisory |
September 2006 | ||
Margaret McGee |
Vice President,
Research Analyst and Portfolio Manager of Franklin Advisory |
September 2006 | ||
Y. Dogan Sahin, CFA ® |
Portfolio Manager/
Research Analyst Franklin Advisory |
August 2007 | ||
Donald G. Taylor, C.P.A |
Senior Vice President
and Portfolio Manager of Franklin Advisory |
September 2006 |
Adviser: BlackRock Investment Management, LLC (BlackRock)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Index Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||||
Edward Corallo |
Managing Director of
BlackRock |
May 2010 | ||||
Christopher Bliss |
Managing Director and
Portfolio Manager of BlackRock |
May 2011 | ||||
Jennifer Hsui |
Managing Director and
Portfolio Manager of BlackRock |
May 2011 | ||||
Rachel M. Aguirre |
Director and Portfolio
Manager of BlackRock |
May 2012 | ||||
Timothy Murray, CFA ® |
Director and Portfolio
Manager of BlackRock |
May 2012 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 13 |
EQ/BlackRock Basic Value Equity Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve capital appreciation and secondarily, income.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/BlackRock Basic Value Equity Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
% | % | % | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 capitalizations 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 Portfolios management sees an appropriate opportunity.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not
14 | About the investment portfolios | EQ Advisors Trust |
enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Investment Style Risk: An Adviser may use a particular style or set of styles in this case value styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Value stocks are subject to the risks that notwithstanding that a stock is selling at a discount to a its perceived true worth, the market will never fully recognize their intrinsic value. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced. They may also increase the volatility of the Portfolios share price.
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.
Mid-Cap Company Risk: The Portfolios investments in mid-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (October 2, 2002), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
18.08% (2003 2nd Quarter) | 20.46% (2002 3rd Quarter) |
EQ Advisors Trust | About the investment portfolios | 15 |
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 |
% | % | % | |||||||||
EQ/BlackRock Basic Value Equity Portfolio Class K Shares |
% | % | % | |||||||||
Russell 1000 Value Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: BlackRock Investment Management, LLC. (BlackRock)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Kevin Rendino |
Managing Director and Portfolio Manager of BlackRock | December 2001 | ||
Carrie King |
Director of BlackRock | May 2009 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
16 | About the investment portfolios | EQ Advisors Trust |
EQ/Boston Advisors Equity Income Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks a combination of growth and income to achieve an above-average and consistent total return.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Boston Advisers Equity Income Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.75% | 0.75% | 0.75% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waiver and/or Expense Reimbursement+ |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
1.05% | 1.05% | 0.80% |
+ | Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual 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 an annual rate of 1.05% for Class IA and IB shares and 0.80% for Class K shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 capitalizations in excess of $10 billion at the time of investment.
The Portfolio invests primarily in common stocks, but it may also invest in other equity securities that the Adviser believes provide opportunities for capital growth and income. The Portfolio may invest up to 20% of its assets in foreign securities, including securities of issuers located in developed and developing economies.
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. Generally, at least 80% of the Portfolios stocks (measured by net assets) will pay a dividend. The Adviser may sell a security for a variety of reasons, such as to invest in a company offering superior investment opportunities.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager has ultimate responsibility to oversee Advisers and recommend their hiring, termination and replacement.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
EQ Advisors Trust | About the investment portfolios | 17 |
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries.
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.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (December 13, 2004), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
15.82% (2003 4th Quarter) | 18.63% (2008 4th 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 |
% | % | % | |||||||||
EQ/Boston Advisors Equity Income Portfolio Class K Shares |
% | % | % | |||||||||
Russell 1000 Value Index |
% | % | % |
18 | About the investment portfolios | EQ Advisors Trust |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: Boston Advisors, LLC. (Boston Advisors)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Michael J. Vogelzang, CFA |
President and Chief Investment Officer of Boston Advisors | November 1999 | ||
Douglas A. Riley, CFA |
Senior Vice President and Portfolio Manager of Boston Advisors | April 2005 | ||
Lisa Sebasta, CFA |
Senior Vice President and Portfolio Manager of Boston Advisors | May 2008 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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). Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 19 |
EQ/Calvert Socially Responsible Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve long-term capital appreciation.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Calvert Socially Responsible Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.50% | 0.50% | 0.50% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: Under normal circumstances the Portfolio invests at least 95% of its net assets, including borrowings for investment purposes, in equity securities of companies represented in the Calvert Social Index. ®
The Adviser employs a passive management strategy designed to track, as closely as possible, the performance (before fees and expenses) of the Calvert Social Index. The Portfolio will use a replication construction technique. That is, the Portfolio will seek to hold each security represented in the Calvert Social Index in approximately the same weight that each represents in the Index. This is commonly referred to as an indexing strategy.
The Calvert Social Index measures the performance of those companies that meet the sustainable and socially responsible investment criteria and that are selected from the universe of approximately the 1,000 largest U.S. companies, based on total market capitalization, included in the Dow Jones Total Market Index (the Dow Jones TMI). As of December 31, 2011, the capitalization range of the Calvert Social Index was $ million to $ billion and the weighted average capitalization was $ billion. The Portfolio seeks to have an average weighted capitalization that approximates that of the Calvert Social Index.
Sustainable and Socially Responsible Investment 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 Investment Management, Inc. (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 sustainable and socially responsible investment criteria for the Index, 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 sustainable and socially responsible criteria may be changed by Calverts Board of Directors without shareholder approval.
The Portfolio seeks to invest in companies that:
|
Take positive steps to improve environmental management and performance, advance sustainable development, or provide innovative and effective solutions to environmental problems through their products and services. |
|
Maintain positive diversity, labor relations, and employee health and safety practices, including inclusive and robust diversity policies, programs and training, and disclosure of workforce diversity data; have strong labor codes ideally consistent with the International Labor Organization core standards, comprehensive benefits and training opportunities, and sound employee relations, as well as strong employee health and safety policies, safety management systems and training, and positive safety performance records. |
20 | About the investment portfolios | EQ Advisors Trust |
|
Observe appropriate international human rights standards in operations in all countries. |
|
Respect Indigenous Peoples and their lands, cultures, knowledge, environment, and livelihoods. |
|
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 stakeholder engagement with local communities, corporate philanthropy and employee volunteerism. |
|
Uphold sound corporate governance and business ethics policies and practices, including independent and diverse boards, and respect for shareholder rights; align executive compensation with corporate performance, maintain sound legal and regulatory compliance records, and disclose environmental, social and governance information. |
The Portfolio seeks to avoid investing in companies that:
|
Demonstrate poor environmental performance or compliance records, or contribute significantly to local or global environmental problems; or own or operate nuclear power plants or have substantial contracts to supply key components in the nuclear power process. |
|
Are the subject of serious labor-related actions or penalties by regulatory agencies or demonstrate a pattern of employing forced, compulsory or child labor. |
|
Exhibit a pattern and practice of human rights violations or are directly complicit in human rights violations committed by governments or security forces, including those that are under U.S. or international sanction for grave human rights abuses, such as genocide and forced labor. |
|
Exhibit a pattern and practice of violating the rights and protections of Indigenous Peoples. |
|
Demonstrate poor corporate governance or engage in harmful or unethical business practices. |
|
Manufacture tobacco products. |
|
Are significantly involved in the manufacture of alcoholic beverages. |
|
Have direct involvement in gambling operations. |
|
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 on Conventional Armed Forces in Europe and the UN Register on Conventional Arms, or the munitions designed for use in such inherently offensive weapons. |
|
Manufacture or sell firearms and/or ammunition. |
|
Abuse animals, cause unnecessary suffering and death of animals, or whose operations involve the exploitation or mistreatment of animals. |
|
Develop genetically-modified organisms for environmental release without countervailing social benefits such as demonstrating leadership in promoting safety, protection of Indigenous Peoples rights, the interests of organic farmers and the interests of developing countries generally. |
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
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.
Mid-Cap Company Risk: The Portfolios investments in mid-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios
EQ Advisors Trust | About the investment portfolios | 21 |
performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance. Prior to August 1, 2011, this Portfolio consisted entirely of an actively managed portfolio of equity securities.
The Class K shares have not commenced operations as of the date of this Prospectus. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (October 2, 2002), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
% ( Quarter) | 25.45% (2008 4th Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Ten
Years |
||||||||||
EQ/Calvert Socially Responsible Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Calvert Socially Responsible Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Calvert Socially Responsible Portfolio Class K Shares |
% | % | % | |||||||||
Russell 1000 Growth Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: Calvert Investment Management, Inc. (Calvert)
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Natalie Trunow |
Senior Vice President and Chief Investment Officer, Equities of Calvert | August 2011 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
22 | About the investment portfolios | EQ Advisors Trust |
EQ/Capital Guardian Research Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve long-term growth of capital.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Capital Guardian Research Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
% | % | % | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waiver and/or Expense Reimbursement+ |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
0.97% | 0.97% | 0.72% |
+ | Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual 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 an annual rate of 0.97% for Class IA and IB shares and 0.72% for Class K shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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; 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 Index ( 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.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
EQ Advisors Trust | About the investment portfolios | 23 |
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
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.
Mid-Cap and Small-Cap Company Risk: A Portfolios investments in mid- and small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. In general, these risks are greater for small-capitalization companies than for mid-capitalization companies.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares have not commenced operations as of the date of this Prospectus. The performance information shown in the table below for the Class K shares is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (March 25, 2002), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter: (% and time period) | Worst quarter: (% and time period) | |
16.94% (2009 3rd Quarter) | 23.38% (2008 4th Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Ten
Years |
||||||||||
EQ/Capital Guardian Research Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Capital Guardian Research Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Capital Guardian Research Portfolio Class K Shares |
% | % | % | |||||||||
S&P 500 Index |
% | % | % |
24 | About the investment portfolios | EQ Advisors Trust |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: Capital Guardian Trust Company (Capital Guardian)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Irfan Furniturwala |
Senior Vice President of Capital International Research, Inc. an affiliate of Capital Guardian | January 2009 | ||
Cheryl E. Frank |
Vice President of Capital International Research, Inc. an affiliate of Capital Guardian | January 2009 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and certain other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible financial investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 25 |
EQ/Common Stock Index Portfolio Class IA, Class IB and Class K Shares
Investment Objective: The 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.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Common Stock Index Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.35% | 0.35% | 0.35% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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). 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 Portfolios 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 Advisers analysis of key risk factors and other characteristics. Such factors include industry weightings, market capitalizations, return variability, and yield. This strategy is commonly referred to as an indexing strategy.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Large-Cap Company Risk: Larger more established companies may be unable to respond quickly to new competitive challenges such as
26 | About the investment portfolios | EQ Advisors Trust |
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.
Mid-Cap and Small-Cap Company Risk: A Portfolios investments in mid- and small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. In general, these risks are greater for small-capitalization companies than for mid-capitalization companies.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares have not commenced operations as of the date of this Prospectus. The performance information shown in the table below for the Class K shares is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
22.08% (2003 2nd Quarter) | 25.39% (2008 4th Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Ten
Years |
||||||||||
EQ/Common Stock Index Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Common Stock Index Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Common Stock Portfolio Class K Shares |
% | % | % | |||||||||
Russell 3000 Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: AllianceBernstein L.P. (AllianceBernstein)
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Judith DeVivo |
Senior Vice President
and Portfolio Manager of AllianceBernstein |
December 2008 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
EQ Advisors Trust | About the investment portfolios | 27 |
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
28 | About the investment portfolios | EQ Advisors Trust |
EQ/Davis New York Venture Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve long-term growth of capital.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Davis New York Venture Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.85% | 0.85% | 0.85% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 in companies whose shares may be subject to controversy and in foreign securities, including depositary receipts. The Portfolio also may invest a significant portion of its assets in the financial services sector.
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 companys worth. In selecting investments, the Adviser searches for companies that demonstrate a majority or, in the Advisers 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 companys financial reports or corporate governance may be challenged, the companys annual report may disclose a weakness in internal controls, investors may question the companys published financial reports, greater government regulation may be contemplated or other adverse events may threaten the companys future.
The Adviser also analyzes each companys common stock, seeking to purchase those that are attractive to the Adviser based on its assessment of a companys 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.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
EQ Advisors Trust | About the investment portfolios | 29 |
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Financial Services Sector Risk: To the extent a Portfolio invests in the financial services sector, the value of the Portfolios 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 Portfolios shares could experience significantly greater volatility than Portfolios investing more broadly.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Headline Risk: A Portfolio may invest in a company when the company becomes the center of controversy after receiving adverse media attention concerning its operations, long-term prospects, or management or for other reasons. While the Adviser researches companies subject to such contingencies, it cannot be correct every time, and the companys stock may never recover or may become worthless.
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.
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 Advisers 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 Portfolios holding period.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year, five years and since inception through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
21.49% (2009 2nd Quarter) | 23.88% (2008 4th Quarter) |
30 | About the investment portfolios | EQ Advisors Trust |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Since
(August 31,
|
||||||||||
EQ/Davis New York Venture Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Davis New York Venture Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Davis New York Venture Portfolio Class K Shares |
% | % | % | |||||||||
S&P 500 Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: Davis Selected Advisers, L.P. (Davis)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Christopher C. Davis |
Chairman and
Portfolio Manager of Davis |
August 2006 | ||
Kenneth Charles Feinberg |
Portfolio Manager
of Davis |
August 2006 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financials intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 31 |
EQ/Equity 500 Index Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve a total return before expenses that approximates the total return performance of the S&P 500 Index (S&P 500), including reinvestment of dividends, at a risk level consistent with that of the S&P 500 Index.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Equity 500 Index Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.25% | 0.25% | 0.25% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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. For purposes of the Portfolio, equity securities in the S&P 500 may include financial instruments that derive their value from such securities.
The Adviser does not utilize customary economic, financial or market analyses or other traditional investment techniques to manage the Port-folio. 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 repre-sents in that Index. This strategy is commonly referred to as an indexing strategy. The Portfolio will 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.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
32 | About the investment portfolios | EQ Advisors Trust |
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.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
15.77% (2009 2nd Quarter) | 22.04% (2008 4th 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 |
% | % | % | |||||||||
EQ/Equity 500 Index Portfolio Class K Shares |
% | % | % | |||||||||
S&P 500 Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: AllianceBernstein, L.P. (AllianceBernstein)
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Judith DeVivo |
Senior Vice President and
Portfolio Manager of AllianceBernstein |
March 1994 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 33 |
EQ/Equity Growth PLUS Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Equity Growth PLUS Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.50% | 0.50% | 0.50% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities. The Portfolios investments in equity securities may include common stocks, preferred stocks, warrants, and other equity securities, and financial instruments that derive their value from such securities. The Portfolios assets normally are allocated among two 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) and one portion of the Portfolio seeks to track the performance of a particular index (Index Allocated Portion). Under normal circumstances, the Active Allocated Portion consists of approximately 25-35% of the Portfolios net assets and the Index Allocated Portion consists of approximately 65-75% of the Portfolios net assets. Approximately 10% of the Portfolios assets may be invested in exchange-traded funds (Underlying ETFs) that meet the investment criteria of the Portfolio. The Underlying ETFs in which the Portfolio may invest may be changed from time to time without notice or shareholder approval.
Although it may favor companies in those industries that appear to offer higher potential for long-term growth, the Adviser to the Active Allocated Portion looks for stable growth and opportunistic growth stocks by utilizing a bottom-up stock selection process that uncovers securities that are believed to generate excess returns. The Adviser to the Active Allocated Portions bottom-up fundamental research process is applied to a growth stock universe of 500-600 securities which is comprised of securities in the Russell 1000® Growth Index (Russell 1000 Growth) universe with market capitalizations above $2 billion. The Adviser to the Active Allocated Portion may, when consistent with the Portfolios investment objective, buy or sell options or futures on a security or an index of securities (commonly known as derivatives).
The Index Allocated Portion of the Portfolio seeks to track the performance (before fees and expenses) of the Russell 1000 Growth with minimal tracking error. This strategy is commonly referred to as an indexing strategy. Generally, the Index Allocated Portion uses a full replication technique, although in certain instances a sampling approach may be utilized for a portion of the Index Allocated Portion. The Index Allocated Portion also may invest in other instruments, such as futures and options contracts, that provide comparable exposure as the index without buying the underlying securities comprising the index.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) also may utilize futures and options, such as exchange-traded futures and options contracts on securities indices, to manage equity exposure. Futures and options can provide exposure to the performance of a securities index without buying the underlying securities comprising the index. They also provide a means to manage the Portfolios equity exposure without having to buy or sell securities. When market volatility is increasing above specific thresholds set for the Portfolio, the Manager may limit equity exposure either by reducing
34 | About the investment portfolios | EQ Advisors Trust |
investments in securities, selling long futures and options positions on an index, increasing cash levels, and/or shorting an index. During such times, the Portfolios exposure to equity securities may be significantly less than that of a traditional equity portfolio. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance. The Portfolio may invest up to 25% of its assets in derivatives. It is anticipated that the Portfolios derivative instruments will consist primarily of exchange-traded futures and options contracts on securities indices, but the Portfolio also may utilize other types of derivatives. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
The Manager has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk: Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk : Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Futures Contract Risk : The primary risks associated with the use of futures contracts are (a) the imperfect correlation between the change in market value of the instruments held by a Portfolio and the price of the futures contract; (b) liquidity risks, including the possible absence of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses (potentially unlimited) caused by unanticipated market movements; (d) an advisers inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that a counterparty will default in the performance of its obligations; (f) if a Portfolio has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Portfolio may have to sell securities at a time when it may be disadvantageous to do so; and (g) transaction costs associated with investments in futures contracts may be significant, which could cause or increase losses or reduce gains.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a
EQ Advisors Trust | About the investment portfolios | 35 |
portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Investment Style Risk: An Adviser may use a particular style or set of styles in this case growth styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Growth investing also is subject to the risk that the stock price of one or more companies will fall or will fail to appreciate as anticipated, regardless of movements in the securities market. Growth stocks also tend to be more volatile than value stocks, so in a declining market their prices may decrease more than value stocks in general. They also may increase the volatility of the Portfolios share price.
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 leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money.
Mid-Cap Company Risk: The Portfolios investments in mid-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount.
Short Position Risk : A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Volatility Management Risk: The Manager from time to time employs various volatility management techniques, including the use of futures and options to manage equity exposure. The success of the Portfolios volatility management strategy will be subject to the Managers ability to correctly assess the degree of correlation between the performance of the relevant market index and the metrics used by the Manager to measure market volatility. Since the characteristics of many securities change as markets change or time passes, the success of the Portfolios volatility management strategy also will be subject to the Managers ability to continually recalculate, readjust, and execute volatility management techniques (such as options and futures transactions) in an efficient manner. In addition, because market conditions change, sometimes rapidly and unpredictably, the success of the volatility management strategy will be subject to the Managers ability to execute the strategy in a timely manner. Moreover, volatility management strategies may increase portfolio transaction costs, which could cause or increase losses or reduce gains. For a variety of reasons, the Manager may not seek to establish a perfect correlation between the relevant market index and the metrics that the Manager uses to measure market volatility. In addition, it is not possible to manage volatility fully or perfectly. Any one or more of these factors may prevent the Portfolio from achieving the intended volatility management or could cause the Portfolio to underperform or experience losses.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year, five years and since inception through December 31, 2009101 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
36 | About the investment portfolios | EQ Advisors Trust |
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
14.33% (2009 2nd Quarter) | 23.61% (2008 4th Quarter) |
For periods prior to the date Class IA Shares commenced operations (October 2, 2002), Class IA Share performance information shown below is the performance of Class IB Shares which reflects the effect of 12b-1 fees paid by Class IB Shares. Class IA Shares did not pay 12b-1 fees during the periods shown below.
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Since Inception
September 1, 2001 |
||||||||||
EQ/Equity Growth PLUS Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Equity Growth PLUS Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Equity Growth PLUS Portfolio Class K Shares |
% | % | % | |||||||||
Russell 1000 Growth Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President of FMG LLC | May 2011 | ||
Alwi Chan, CFA ® |
Vice President of
FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC | May 2011 |
Adviser: BlackRock Capital Management, Inc. (BlackRock Capital)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Active Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Jeffrey R. Lindsey, CFA ® |
Managing Director and Portfolio Manager of BlackRock, Inc. an affiliate of BlackRock Capital | September 2009 | ||
Edward Dowd |
Managing Director and Portfolio Manager of BlackRock, Inc. an affiliate of BlackRock Capital | September 2009 |
Adviser: BlackRock Investment Management, LLC (BlackRock)
Portfolio Managers: The Members of the team that are jointly and primarily responsible for the management of the Index Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director of BlackRock | May 2010 | ||
Christopher Bliss |
Managing Director of BlackRock | May 2011 | ||
Jennifer Hsui |
Managing Director of BlackRock | May 2011 | ||
Rachel M. Aguirre |
Director and Portfolio Manager of BlackRock | May 2012 | ||
Timothy Murray |
Director and Portfolio Manager of BlackRock | May 2012 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
EQ Advisors Trust | About the investment portfolios | 37 |
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
38 | About the investment portfolios | EQ Advisors Trust |
EQ/Franklin Core Balanced Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to maximize income while maintaining prospects for capital appreciation with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Franklin Core Balanced Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.65% | 0.65% | 0.65% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolios 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 seeks to track the performance of a particular index or indices (Index Allocated Portion). Under normal circumstances, the Active Allocated Portion will consist of approximately 50% of the Portfolios net assets; and the Index Allocated Portion consists of approximately 50% of the Portfolios net assets.
Under normal circumstances, the Active Allocated Portion invests in a diversified portfolio of debt and equity securities. Debt securities include all varieties of fixed, floating and variable rate instruments, including secured and unsecured bonds, bonds convertible into common stock, senior floating rate and term loans, mortgage and asset-backed securities, debentures and shorter term instruments. Equity securities include common stocks and preferred stocks. The Active Allocated Portion may shift its investments from one asset class to another based on the Advisers analysis of the best opportunity for the Portfolio in a given market.
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, financials, energy, health care, and telecommunications.
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 Moodys Investors Service, Inc. (Moodys) or BB or lower by Standard & Poors Ratings Services (S&P) 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.
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 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 Allocated Portion of the Portfolio is comprised of two strategies, one of which seeks to track the performance (before fees and expenses) of the S&P 500 Index (the S&P 500) with minimal tracking error, and a second component which seeks to invest in securities comprising the Barclays Capital Intermediate U.S. Government/Credit Index
EQ Advisors Trust | About the investment portfolios | 39 |
(Intermediate Government/Credit Index). Each such strategy is commonly referred to as an indexing strategy. Generally, the S&P 500 portion of the Index Allocated Portion uses a full replication technique, and the Intermediate Government/Credit Index portion of the Index Allocated Portion utilizes a sampling approach. Each portion of the Index Allocated Portion also may invest in other instruments, such as futures and options contracts, that provide comparable exposure as the index without buying the underlying securities comprising the index.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) also may utilize futures and options, such as exchange-traded futures and options contracts on securities indices, to manage equity exposure. Futures and options can provide exposure to the performance of a securities index without buying the underlying securities comprising the index. They also provide a means to manage the Portfolios equity exposure without having to buy or sell securities. When market volatility is increasing above specific thresholds set for the Portfolio, the Manager may limit equity exposure either by reducing investments in securities, selling long futures and options positions on an index, increasing cash levels, and/or shorting an index. During such times, the Portfolios exposure to equity securities may be significantly less than that of a traditional equity portfolio. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance. The Portfolio may invest up to 25% of its assets in derivatives. It is anticipated that the Portfolios derivative instruments will consist primarily of exchange-traded futures and options contracts on securities indices, but the Portfolio also may utilize other types of derivatives. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions. The portfolio also may use financial instruments such as futures and options to manage duration.
The Manager has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk : Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Credit Risk: The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings.
Convertible Securities Risk: 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 securitys governing instrument, which may be different than the current market price of the security. 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 a Portfolio in convertible debt securities may not be subject to any ratings restrictions, although in such cases the Portfolios Adviser will consider such ratings, and any changes in such ratings, in its determination of whether the Portfolio should invest in and/or continue to hold the securities. Convertible securities are subject to interest rate risk and credit risk and are often lower-quality securities.
Custom Benchmark Risk: Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
40 | About the investment portfolios | EQ Advisors Trust |
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries.
Futures Contract Risk : The primary risks associated with the use of futures contracts are (a) the imperfect correlation between the change in market value of the instruments held by a Portfolio and the price of the futures contract; (b) liquidity risks, including the possible absence of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses (potentially unlimited) caused by unanticipated market movements; (d) an advisers inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that a counterparty will default in the performance of its obligations; (f) if a Portfolio has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Portfolio may have to sell securities at a time when it may be disadvantageous to do so; and (g) transaction costs associated with investments in futures contracts may be significant, which could cause or increase losses or reduce gains.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Interest Rate Risk: The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of the portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration.
Investment Grade Securities Risk: Debt securities rated BBB or higher by S&P or Fitch or Baa or higher by Moodys 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 Moodys) are speculative in nature and are subject to additional risk factors such as increased possibility of default, illiquidity of the security, and changes in value based on changes in interest rates. Junk bonds are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength.
Leveraging Risk: When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money.
Liquidity Risk: The risk that certain investments may be difficult or impossible for a Portfolio to purchase or sell at an advantageous time or price or in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio.
Loan Participation and Assignments Risk: A Portfolios 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 the Portfolio could be held liable as a co-lender.
EQ Advisors Trust | About the investment portfolios | 41 |
Mortgage-Backed and Asset-Backed Class Securities Risk: The risk that the principal on mortgage- and asset-backed securities held by a Portfolio will be prepaid, which generally will reduce the yield and market value of these securities. 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 may increase the risk of default by borrowers and tend to extend the duration of these securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Portfolio that holds these types of securities may experience additional volatility and losses. This is known as extension risk. Moreover, declines in the credit quality of the issuers of mortgage- and asset-backed securities or instability in the markets for such securities may affect the value and liquidity of such securities, which could result in losses to the Portfolio.
Short Position Risk : A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Volatility Management Risk : The Manager from time to time employs various volatility management techniques, including the use of futures and options to manage equity exposure. The success of the Portfolios volatility management strategy will be subject to the Managers ability to correctly assess the degree of correlation between the performance of the relevant market index and the metrics used by the Manager to measure market volatility. Since the characteristics of many securities change as markets change or time passes, the success of the Portfolios volatility management strategy also will be subject to the Managers ability to continually recalculate, readjust, and execute volatility management techniques (such as options and futures transactions) in an efficient manner. In addition, because market conditions change, sometimes rapidly and unpredictably, the success of the volatility management strategy will be subject to the Managers ability to execute the strategy in a timely manner. Moreover, volatility management strategies may increase portfolio transaction costs, which could cause or increase losses or reduce gains. For a variety of reasons, the Manager may not seek to establish a perfect correlation between the relevant market index and the metrics that the Manager uses to measure market volatility. In addition, it is not possible to manage volatility fully or perfectly. Any one or more of these factors may prevent the Portfolio from achieving the intended volatility management or could cause the Portfolio to underperform or experience losses.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year, five years and since inception through December 31, 2011 compare to the returns of a broad-based market index. The additional broad-based market index shows how the Portfolios performance compares with the returns of other asset classes in which the Portfolio may invest. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
15.03% (2009 2nd Quarter) | 16.14% (2008 3rd Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Since Inception
(September 15,
|
||||||||||
EQ/Franklin Core Balanced Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Franklin Core Balanced Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Franklin Core Balanced Portfolio Class K Shares |
% | % | % | |||||||||
S&P 500 Index |
% | % | % | |||||||||
Barclays Capital Intermediate U.S. Government/Credit Index |
% | % |
42 | About the investment portfolios | EQ Advisors Trust |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior
Vice President of FMG LLC |
May 2011 | ||
Alwi Chan, CFA ® |
Vice President
of FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant
Portfolio Manager of FMG LLC |
May 2011 |
Adviser: Franklin Advisers, Inc.
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Active Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Charles B. Johnson |
Chairman and Director
of Franklin Resources, Inc. |
August 2006 | ||
Edward D. Perks, CFA ® |
Senior Vice President
and Director of Core Hybrid Portfolio Management of Franklin Global Advisers |
August 2006 | ||
Alex Peters, CFA |
Portfolio Manager of
Franklin Templeton Investments |
May 2012 | ||
Matt Quinlan, CFA |
Portfolio Manager of
Franklin Templeton Investments |
May 2012 |
Adviser: BlackRock Investment Management, LLC (BlackRock)
Portfolio Manager: The members of the team that are jointly and primarily responsible for the management of the Index Allocated Portion of the Portfolio tracking the S&P 500 Index are:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director of
BlackRock |
May 2010 | ||
Christopher Bliss |
Managing Director
and Portfolio Manager of BlackRock |
May 2011 | ||
Jennifer Hsui |
Managing Director
and Portfolio Manager of BlackRock |
May 2011 | ||
Rachel M. Aguirre |
Director and Portfolio
Manager of BlackRock |
May 2012 | ||
Timothy Murray, CFA ® |
Director and Portfolio
Manager of BlackRock |
May 2012 |
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Index Allocated Portion of the Portfolio tracking the Barclays Capital Intermediate U.S. Government/Credit Index are:
Name | Title |
Date Began
Managing the Portfolio |
||
Scott Radell |
Portfolio Manager
of BlackRock |
June 2010 | ||
Karen Uyehara |
Director and
Portfolio Manager of BlackRock |
May 2011 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which
EQ Advisors Trust | About the investment portfolios | 43 |
it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
44 | About the investment portfolios | EQ Advisors Trust |
EQ/GAMCO Mergers and Acquisitions Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve capital appreciation.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/GAMCO Mergers and Acquisitions
Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.90% | 0.90% | 0.90% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 re-organizations. 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 companys 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 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 and warrants. 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 may 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 Portfolios 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 Advisers assessment of the private market value of individual companies and the potential for an event or catalyst to occur that enhances a companys 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 Advisers 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
EQ Advisors Trust | About the investment portfolios | 45 |
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. 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 may sell a security for a variety of reasons, such as when the security is selling in the public market at or near the Advisers estimate of its private market value or if the catalyst expected to happen fails to materialize.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Focused Portfolio Risk: A Portfolio that employs a strategy of investing in the securities of a limited number of companies, some of which may be in the same industry, including a Portfolio that is classified as non-diversified, 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 Portfolios net asset value. Further, such a Portfolio may be more sensitive to events affecting a single industry. The use of a focused investment strategy may increase the volatility of the Portfolios investment performance, as the Portfolio may be more susceptible to risks associated with a single economic, political or regulatory event than a Portfolio more broadly invested.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries.
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.
Mid-Cap and Small-Cap Company Risk: A Portfolios investments in mid- and small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. In general, these risks are greater for small-capitalization companies than for mid-capitalization companies.
Portfolio Turnover Risk: High portfolio turnover (generally, turnover, in excess of 100% in any given fiscal year) may result in increased transaction costs to a Portfolio, which may result in higher fund expenses and lower total return.
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 Advisers 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 Portfolios holding period.
46 | About the investment portfolios | EQ Advisors Trust |
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year, five years and since inception through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
9.57% (2009 2nd Quarter) | 9.40% (2008 4th Quarter) |
For periods prior to the date Class IA Shares commenced operations (June 8, 2007), Class IA Share performance information shown below is the performance of Class IB Shares which reflects the effect of 12b-1 fees paid by Class IB Shares. Class IA Shares did not pay 12b-1 fees during the periods shown below.
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Since
(May 1, 2003) |
||||||||||
EQ/GAMCO Mergers and Acquisitions Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/GAMCO Mergers and Acquisitions Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/GAMCO Mergers and Acquisitions Portfolio Class K Shares |
% | % | % | |||||||||
S&P 500 Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: GAMCO Asset Management, Inc. (GAMCO)
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Mario J. Gabelli |
Chief Executive Officer and Chief Investment Officer of Value Portfolios of GAMCO | May 2003 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 47 |
EQ/GAMCO Small Company Value Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to maximize capital appreciation.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/GAMCO Small Company Value Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
% | % | % | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 this Portfolio, small capitalization companies are companies with market capitalizations 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 and warrants. This Portfolio also may invest 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 re-searching 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 rea-sons, such as because it becomes overvalued or shows deteriorating fundamentals.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
48 | About the investment portfolios | EQ Advisors Trust |
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Investment Style Risk: An Adviser may use a particular style or set of styles in this case value styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Value stocks are subject to the risks that notwithstanding that a stock is selling at a discount to a its perceived true worth, the market will never fully recognize their intrinsic value. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced. They may also increase the volatility of the Portfolios share price.
Small-Cap Company Risk: A Portfolios investments in small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (July 13, 2007), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
24.68% (2009 2nd Quarter) | 21.47% (2008 4th Quarter) |
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 |
% | % | % | |||||||||
EQ/GAMCO Small Company Value Portfolio Class K Shares |
% | % | % | |||||||||
Russell 2000 Value Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: GAMCO Asset Management, Inc. (GAMCO)
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Mario J. Gabelli |
Chief Executive Officer and
Chief Investment Officer of the Value Portfolios of GAMCO |
June 1996 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
EQ Advisors Trust | About the investment portfolios | 49 |
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
50 | About the investment portfolios | EQ Advisors Trust |
EQ/Global Multi-Sector Equity Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve long-term capital appreciation with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Global Multi-Sector Equity Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
% | % | % | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was 21% of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolios 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 seeks to track the performance of a particular index or indices (Index Allocated Portion). Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities. This Portfolios investments in equity securities may include common stocks, preferred stocks, warrants, depositary receipts, and other equity securities, and financial instruments that derive their value from such securities. The Active Allocated Portion consists of approximately 20% of the Portfolios net assets and the Index Allocated Portion consists of approximately 80% of the Portfolios net assets.
Under normal circumstances, the Portfolio invests in equity securities of foreign companies, including emerging market equity securities. The Portfolio also may invest in equity securities of issuers located in North America and other developed countries.
For this Portfolio, an emerging market country is any country that the International Bank for Reconstruction and Development (commonly known as The World Bank) or similar major financial institution has determined to have a low or middle economy, or countries included in the Morgan Stanley Capital International Emerging Markets Index (MSCI EM). In addition, for 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 Portions 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 emerging market 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 Index Allocated Portion of the Portfolio is comprised of three strategies, which seek to track the performance (before fees and expenses) of the S&P 500 Index (the S&P 500), the Morgan Stanley Capital International EAFE Index (MSCI EAFE), and the MSCI EM, respectively, each with minimal tracking error. The Index Allocated
EQ Advisors Trust | About the investment portfolios | 51 |
Portions assets will be allocated in approximately the following manner: 30-50% in each of the S&P 500 and MSCI EAFE and 10-30% in the MSCI EM. Each such strategy is commonly referred to as an indexing strategy. Generally, each portion of the Index Allocated Portion uses a full replication technique, although in certain instances a sampling approach may be utilized for a portion of the Index Allocated Portion. Each portion of the Index Allocated Portion also may invest in other instruments, such as futures and options contracts, that provide comparable exposure as the index without buying the underlying securities comprising the index.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) also may utilize futures and options, such as exchange-traded futures and options contracts on securities indices, to manage equity exposure. Futures and options can provide exposure to the performance of a securities index without buying the underlying securities comprising the index. They also provide a means to manage the Portfolios equity exposure without having to buy or sell securities. When market volatility is increasing above specific thresholds set for the Portfolio, the Manager may limit equity exposure either by reducing investments in securities, selling long futures and options positions on an index, increasing cash levels, and/or shorting an index. During such times, the Portfolios exposure to equity securities may be significantly less than that of a traditional equity portfolio. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance. The Portfolio may invest up to 25% of its assets in derivatives. It is anticipated that the Portfolios derivative instruments will consist primarily of exchange-traded futures and options contracts on securities indices, but the Portfolio also may utilize other types of derivatives. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
The Manager has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk : Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk: Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to
52 | About the investment portfolios | EQ Advisors Trust |
the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries.
Futures Contract Risk : The primary risks associated with the use of futures contracts are (a) the imperfect correlation between the change in market value of the instruments held by a Portfolio and the price of the futures contract; (b) liquidity risks, including the possible absence of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses (potentially unlimited) caused by unanticipated market movements; (d) an advisers inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that a counterparty will default in the performance of its obligations; (f) if a Portfolio has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Portfolio may have to sell securities at a time when it may be disadvantageous to do so; and (g) transaction costs associated with investments in futures contracts may be significant, which could cause or increase losses or reduce gains.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
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 leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money.
Portfolio Turnover Risk: High portfolio turnover (generally, turnover, in excess of 100% in any given fiscal year) may result in increased transaction costs to a Portfolio, which may result in higher fund expenses and lower total return.
Short Position Risk : A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Volatility Management Risk : The Manager from time to time employs various volatility management techniques, including the use of futures and options to manage equity exposure. The success of the Portfolios volatility management strategy will be subject to the Managers ability to correctly assess the degree of correlation between the performance of the relevant market index and the metrics used by the Manager to measure market volatility. Since the characteristics of many securities change as markets change or time passes, the success of the Portfolios volatility management strategy also will be subject to the Managers ability to continually recalculate, readjust, and execute volatility management techniques (such as options and futures transactions) in an efficient manner. In addition, because market conditions change, sometimes rapidly and unpredictably, the success of the volatility management strategy will be subject to the Managers ability to execute the strategy in a timely manner. Moreover, volatility management strategies may increase portfolio transaction costs, which could cause or increase losses or reduce gains. For a variety of reasons, the Manager may not seek to establish a perfect correlation between the relevant market index and the metrics that the Manager uses to measure market volatility. In addition, it is not possible to manage volatility fully or perfectly. Any one or more of these factors may prevent the Portfolio from achieving the intended volatility management or could cause the Portfolio to underperform or experience losses.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year, five and ten years
EQ Advisors Trust | About the investment portfolios | 53 |
through December 31, 2010 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (October 2, 2002), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
28.60% (2001 4th Quarter) | 30.61% (2008 4th 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 |
% | % | % | |||||||||
EQ/Global Multi-Sector Equity Portfolio Class K Shares |
% | % | % | |||||||||
MSCI All Country World Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President
of FMG LLC |
May 2011 | ||
Alwi Chan, CFA ® |
Vice President of
FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio
Manager of FMG LLC |
May 2011 |
Adviser: Morgan Stanley Investment Management Inc. (MSIM Inc.)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Active Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Ruchir Sharma |
Managing Director
of MSIM Inc. |
August 2001 | ||
James Cheng |
Managing Director
of Morgan Stanley Investment Management Company, an affiliate of MSIM Inc. |
November 2006 | ||
Paul Psaila |
Managing Director
of MSIM Inc. |
August 1997 | ||
Eric Carlson |
Managing Director
of MSIM Inc. |
October 2006 | ||
Ana Cristina Piedrahita |
Executive Director
of MSIM Inc. |
October 2006 |
54 | About the investment portfolios | EQ Advisors Trust |
Adviser: BlackRock Investment Management, LLC (BlackRock)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Index Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director of
BlackRock |
May 2010 | ||
Christopher Bliss |
Managing Director
and Portfolio Manager of BlackRock |
May 2011 | ||
Jennifer Hsui |
Managing Director
and Portfolio Manager of BlackRock |
May 2011 | ||
Rachel M. Aguirre |
Director and
Portfolio Manager of BlackRock |
July 2011 | ||
Timothy Murray, CFA ® |
Director and
Portfolio Manager of BlackRock |
May 2012 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 55 |
EQ/International Core PLUS Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/International Core PLUS Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.60% | 0.60% | 0.60% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolio invests primarily in foreign equity securities (or other financial instruments that derive their value from the securities of such companies). The Portfolios 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 seeks to track 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 Portfolios net assets, the Index Allocated Portion consists of approximately 60% of the Portfolios net assets and the ETF Allocated Portion consists of approximately 10% of the Portfolios net assets.
The Active Allocated Portion primarily invests in common stocks, but it also may invest in other equity securities that the Adviser believes provide opportunities for capital appreciation. 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 (before fees and expenses) of the Morgan Stanley Capital International (MSCI) Europe, Australasia and Far East (EAFE) Index with minimal tracking error. This strategy is commonly referred to as an indexing strategy. Generally, the Index Allocated Portion uses a full replication technique, although in certain instances a sampling approach may be utilized for a portion of the Index Allocated Portion. The Index Allocated Portion also may invest in other instruments, such as futures and options contracts, that provide comparable exposure as the index without buying the underlying securities comprising the index.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) also may utilize futures and options, such as exchange-traded futures and options contracts on securities indices, to manage equity exposure. Futures and options can provide exposure to the performance of a securities index without buying the underlying securities comprising the index. They also provide a means to manage the
56 | About the investment portfolios | EQ Advisors Trust |
Portfolios equity exposure without having to buy or sell securities. When market volatility is increasing above specific thresholds set for the Portfolio, the Manager may limit equity exposure either by reducing investments in securities, selling long futures and options positions on an index, increasing cash levels, and/or shorting an index. During such times, the Portfolios exposure to equity securities may be significantly less than that of a traditional equity portfolio. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance. The Portfolio may invest up to 25% of its assets in derivatives. It is anticipated that the Portfolios derivative instruments will consist primarily of exchange-traded futures and options contracts on securities indices, but the Portfolio also may utilize other types of derivatives. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
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.
The Manager has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk: Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk: Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are
EQ Advisors Trust | About the investment portfolios | 57 |
subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Futures Contract Risk : The primary risks associated with the use of futures contracts are (a) the imperfect correlation between the change in market value of the instruments held by a Portfolio and the price of the futures contract; (b) liquidity risks, including the possible absence of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses (potentially unlimited) caused by unanticipated market movements; (d) an advisers inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that a counterparty will default in the performance of its obligations; (f) if a Portfolio has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Portfolio may have to sell securities at a time when it may be disadvantageous to do so; and (g) transaction costs associated with investments in futures contracts may be significant, which could cause or increase losses or reduce gains.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
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 leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money.
Mid-Cap and Small-Cap Company Risk: A Portfolios investments in mid- and small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. In general, these risks are greater for small-capitalization companies than for mid-capitalization companies.
Short Position Risk : A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Volatility Management Risk : The Manager from time to time employs various volatility management techniques, including the use of futures and options to manage equity exposure. The success of the Portfolios volatility management strategy will be subject to the Managers ability to correctly assess the degree of correlation between the performance of the relevant market index and the metrics used by the Manager to measure market volatility. Since the characteristics of many securities change as markets change or time passes, the success of the Portfolios volatility management strategy also will be subject to the Managers ability to continually recalculate, readjust, and execute volatility management techniques (such as options and futures transactions) in an efficient manner. In addition, because market conditions change, sometimes rapidly and unpredictably, the success of the volatility management strategy will be subject to the Managers ability to execute the strategy in a timely manner. Moreover, volatility management strategies may increase portfolio transaction costs, which could cause or increase losses or reduce gains. For a variety of reasons, the Manager may not seek to establish a perfect correlation between the relevant market index and the metrics that the Manager uses to measure market volatility. In addition, it is not possible to manage volatility fully or perfectly. Any one or more of these factors may prevent the Portfolio from achieving the intended volatility management or could cause the Portfolio to underperform or experience losses.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios
58 | About the investment portfolios | EQ Advisors Trust |
performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (March 25, 2002), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
25.00% (2009 2nd Quarter) | 25.28% (2008 4th Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Ten
Years |
||||||||||
EQ/International Core PLUS Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/International Core PLUS Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/International Core PLUS Portfolio Class K Shares |
% | % | % | |||||||||
MSCI EAFE Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior
Vice President of FMG LLC |
May 2011 | ||
Alwi Chan, CFA ® |
Vice President
of FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant
Portfolio Manager of FMG LLC |
May 2011 |
Adviser: WHV Investment Management (WHV) and its affiliate Hirayama Investments, LLC (Hirayama Investments)
Portfolio Manager: The Active Allocated Portion of the Portfolio is managed by:
Name | Title |
Date Began
Managing the Portfolio |
||
Richard K. Hirayama |
Senior Vice President,
Portfolio Manager and Security Analyst of WHV, Managing Member of Hirayama Investments |
May 2007 |
Adviser: BlackRock Investment Management, LLC (BlackRock)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Index Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director of
BlackRock |
May 2010 | ||
Christopher Bliss |
Managing Director and
Portfolio Manager of BlackRock |
May 2011 | ||
Jennifer Hsui |
Managing Director and
Portfolio Manager of BlackRock |
May 2011 | ||
Rachel M. Aguirre |
Director and Portfolio
Manager of BlackRock |
July 2011 | ||
Timothy Murray, CFA ® |
Director and Portfolio
Manager of BlackRock |
May 2012 |
EQ Advisors Trust | About the investment portfolios | 59 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios Trust, a separate registered investment company managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
60 | About the investment portfolios | EQ Advisors Trust |
EQ/International Equity Index Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve a total return (before expenses) that approximates the total return performance of a composite index comprised of 40% DJ EuroSTOXX 50 Index, 25% FTSE 100 Index, 25% TOPIX Index, and 10% S&P/ASX 200 Index, including reinvestment of dividends, at a risk level consistent with that of the composite index.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/International Equity Index Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee* |
0.40% | 0.40% | 0.40% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses* |
% | % | % |
* | Restated to reflect current fees. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 represented in the FTSE 100 Index (FTSE 100), TOPIX Index (TOPIX), DJ EuroSTOXX 50 Index (EuroSTOXX 50), and S&P/ASX 200 Index (S&P/ASX 200). The Portfolio intends to allocate its assets approximately 25% to securities in the FTSE 100, 25% to securities in the TOPIX, 40% to securities in the EuroSTOXX 50, and 10% to securities in the S&P/ASX 200. Actual allocations may deviate up to 3%. The FTSE 100 Index is a market capitalization-weighted index representing the performance of the 100 largest UK-domiciled blue chip companies. The TOPIX Index is a capitalization-weighted index of all companies listed on the First Section of the Tokyo Stock Exchange. The DJ EuroSTOXX 50 Index index covers approximately 95% of the free-float market capitalization of the investable universe in the Eurozone. The S&P/ASX 200 Index represents the 200 largest and most liquid publicly listed companies in Australia.
The Portfolios investments will be selected by a stratified sampling construction process in which the Adviser selects a subset of the companies represented in each index based on the Advisers analysis of key risk factors and other characteristics. Such factors include industry weightings, market capitalizations, return variability, and yields. This strategy is commonly referred to as an indexing strategy.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security
EQ Advisors Trust | About the investment portfolios | 61 |
values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
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.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. The additional broad-based market index shows how the Portfolios performance compares with the returns of other asset classes in which the Portfolio may invest. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results. The table below includes the performance of an additional market index that more closely reflects the securities in which the Portfolio invests.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
25.05% (2009 2nd Quarter) | 26.12% (2008 4th Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Ten
Years |
||||||||||
EQ/International Equity Index Portfolio
|
% | % | % | |||||||||
EQ/International Equity Index Portfolio
|
% | % | % | |||||||||
EQ/International Equity Index Portfolio
|
% | % | % | |||||||||
MSCI EAFE Index |
% | % | % | |||||||||
40% EuroSTOXX 50/25% FTSE 100/25% TOPIX/10% S&P/ASX 200 |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: AllianceBernstein L.P. (AllianceBernstein)
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Judith DeVivo |
Senior Vice President and Portfolio Manager of AllianceBernstein | December 2010 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with Contracts issued by AXA Equitable Life
62 | About the investment portfolios | EQ Advisors Trust |
Insurance Company (AXA Equitable), AXA Life and Annuity Company, other affiliated or unaffiliated insurance companies and to The AXA Equitable 401(k) Plan. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 63 |
EQ/International Value PLUS Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to provide current income and long-term growth of income, accompanied by growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/International Value PLUS Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee* |
0.60% | 0.60% | 0.60% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses* |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses* |
% | % | % |
* | Restated to reflect current fees. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolios assets normally are allocated among two 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) and one portion of the Portfolio seeks to track the performance of a particular index (Index Allocated Portion). Under normal circumstances, the Active Allocated Portion consists of approximately 25-35% of the Portfolios net assets and the Index Allocated Portion consists of approximately 65-75% of the Portfolios net assets. Approximately 10% of the Portfolios assets may be invested in exchange-traded funds (Underlying ETFs) that meet the investment criteria of the Portfolio. The Underlying ETFs in which the Portfolio may invest may be changed from time to time without notice or shareholder approval. Under normal circumstances the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities.
The Active Allocated Portion primarily invests in common stocks, but it also may invest in other equity securities that the Adviser believes provide opportunities for income accompanied by growth of capital. The Active Allocated Portion seeks to invest in securities of foreign companies including companies in emerging market countries that have a market capitalization in excess of $1 billion at the time of purchase.
In choosing investments for the Active Allocated Portion, the Adviser utilizes a bottom up investment approach to analyze investment opportunities and in conjunction with a top down investment theme to look for what it believes to be truly undervalued companies.
As part of its investment process the Adviser to the Active Allocated Portion considers the following factors:
|
the selection of stocks with strong and sustainable market positions; |
|
undervalued assets and franchise value; |
|
secular trends which drive market expansion |
|
an understanding of the country, its culture and stock market environment; and |
|
on-the-ground regional research. |
As part of its selection process, the Adviser to the Active Allocated Portion looks for companies that exhibit value characteristics which include low price/earnings multiples relative to other investment opportunities; an above average, long-term earnings expectation that is not reflected in the price. Under normal circumstances, the Active Allocated Portion invests in at least ten foreign markets to seek to ensure diversification.
The Index Allocated Portion of the Portfolio seeks to track the performance (before fees and expenses) of a composite index comprised of 40% DJ EuroSTOXX 50 Index, 25% FTSE 100 Index, 25% TOPIX Index, and 10% S&P/ASX 200 Index, including reinvestment of dividends, at a risk level consistent with that of the composite index. This strategy is commonly referred to as an indexing strategy. Generally, each portion of the Index Allocated Portion uses a replication technique, although in
64 | About the investment portfolios | EQ Advisors Trust |
certain instances a sampling approach may be utilized. The Index Allocated Portion also may invest in other instruments, such as futures and options contracts, that provide comparable exposure as the indexes without buying the underlying securities comprising the index.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) also may utilize futures and options, such as exchange-traded futures and options contracts on securities indices, to manage equity exposure. They also provide a means to manage the Portfolios equity exposure without having to buy or sell securities. When market volatility is increasing above specific thresholds set for the Portfolio, the Manager may limit equity exposure either by reducing investments in securities, selling long futures and options positions on an index, increasing cash levels, and/or shorting an index. During such times, the Portfolios exposure to equity securities may be significantly less than that of a traditional equity portfolio. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance. The Portfolio may invest up to 25% of its assets in derivatives. It is anticipated that the Portfolios derivative instruments will consist primarily of exchange-traded futures and options contracts on securities indices, but the Portfolio also may utilize other types of derivatives. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
The Manager has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk : Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk: Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades.
Currency Risk : Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value
EQ Advisors Trust | About the investment portfolios | 65 |
relative to the U.S. dollar. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Emerging Markets Risk : There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries.
Futures Contract Risk : The primary risks associated with the use of futures contracts are (a) the imperfect correlation between the change in market value of the instruments held by a Portfolio and the price of the futures contract; (b) liquidity risks, including the possible absence of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses (potentially unlimited) caused by unanticipated market movements; (d) an advisers inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that a counterparty will default in the performance of its obligations; (f) if a Portfolio has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Portfolio may have to sell securities at a time when it may be disadvantageous to do so; and (g) transaction costs associated with investments in futures contracts may be significant, which could cause or increase losses or reduce gains.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark.
Investment Style Risk: An Adviser may use a particular style or set of styles in this case value styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Value stocks are subject to the risks that notwithstanding that a stock is selling at a discount to a its perceived true worth, the market will never fully recognize their intrinsic value. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced. They may also increase the volatility of the Portfolios share price.
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 leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions (such as futures and options investments), invests in collateral from securities loans or borrows money.
Short Position Risk: A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Volatility Management Risk: The Manager from time to time employs various volatility management techniques, including the use of futures and options to manage equity exposure. The success of the Portfolios volatility management strategy will be subject to the Managers ability to correctly assess the degree of correlation between the performance of the relevant market index and the metrics used by the Manager to measure market volatility. Since the characteristics of many securities change as markets change or time passes, the success of the Portfolios volatility management strategy also will be subject to the Managers ability to continually recalculate, readjust, and execute volatility management techniques (such as options and futures transactions) in an efficient manner. In addition, because market conditions change, sometimes rapidly and unpredictably, the success of the volatility management strategy will be subject to the Managers ability to execute the strategy in a timely manner. Moreover, volatility management strategies may increase portfolio transaction costs, which could cause or increase losses or reduce gains. For a variety of reasons, the Manager may not seek to establish a perfect correlation between the relevant market index and the metrics that the Manager uses to measure market volatility. In addition, it is not possible to manage volatility fully or perfectly. Any one or more of these factors may prevent the Portfolio from achieving the intended volatility management or could cause the Portfolio to underperform or experience losses.
66 | About the investment portfolios | EQ Advisors Trust |
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. The additional broad-based market index shows how the Portfolios performance compares with the returns of other asset classes in which the Portfolio may invest. Past performance is not necessarily an indication of future performance. Prior to February 1, 2011, this Portfolio consisted entirely of an actively managed Portfolio of equity securities.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (March 25, 2002), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results. The table below includes the performance of an additional market index that more closely reflects the securities in which the Portfolio invests.
Calendar Year Annual Total Returns Class IB |
Best quarter: (% and time period) | Worst quarter: (% and time period) | |
26.15% (2009 2nd Quarter) | 20.57% (2002 3rd Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Ten
Years |
||||||||||
EQ/International Value PLUS Portfolio
|
% | % | % | |||||||||
EQ/International Value PLUS Portfolio
|
% | % | % | |||||||||
EQ/International Value PLUS Portfolio
|
% | % | % | |||||||||
MSCI EAFE Index |
% | % | % | |||||||||
40% EuroSTOXX 50/25% FTSE 100/25% TOPIX/10% S&P/ASX 200 |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President of FMG LLC |
February 2011
|
||
Alwi Chan, CFA ® |
Vice President of FMG LLC | February 2011 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC | May 2011 |
Adviser: Northern Cross, LLC (Northern Cross)
Portfolio Managers : The members of the team that are jointly and primarily responsible for the management of the Active Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Howard Appleby |
Principal and Portfolio Manager of Northern Cross | February 2011 | ||
Jean-Francois Ducrest |
Principal and Portfolio Manager of Northern Cross | February 2011 | ||
James LaTorre |
Principal and Portfolio Manager of Northern Cross | February 2011 | ||
Edward E. Wendell, Jr. |
Principal and Portfolio Manager of Northern Cross | February 2011 |
Adviser: BlackRock Investment Management LLC (BlackRock)
Portfolio Managers : The members of the team that are jointly and primarily responsible for the management of the Index Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director of BlackRock | February 2011 | ||
Christopher Bliss |
Managing Director and Portfolio Manager of BlackRock | May 2011 | ||
Jennifer Hsui |
Managing Director and Portfolio Manager of BlackRock | May 2011 | ||
Rachel M. Aguirre |
Director and Portfolio Manager of BlackRock | July 2011 | ||
Timothy Murray, CFA ® |
Director and Portfolio Manager of BlackRock | May 2012 |
EQ Advisors Trust | About the investment portfolios | 67 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
68 | About the investment portfolios | EQ Advisors Trust |
EQ/JPMorgan Value Opportunities Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve long-term capital appreciation.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/JPMorgan Value Opportunities Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.60% | 0.60% | 0.60% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 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.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Investment Style Risk: An Adviser may use a particular style or set of styles in this case value styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Value stocks are subject to the risks that notwithstanding that a stock is selling at a discount to a its perceived true worth, the market will never fully recognize their intrinsic value. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced. They may also increase the volatility of the Portfolios share price.
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.
EQ Advisors Trust | About the investment portfolios | 69 |
Mid-Cap Company Risk : A Portfolios investments in mid-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on December 1, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (October 2, 2002), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
21.72% (2009 2nd Quarter) | 20.78% (2008 4th Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Ten
Years |
||||||||||
EQ/JP Morgan Value Opportunities Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/JP Morgan Value Opportunities Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/JP Morgan Value Opportunities Portfolio Class K Shares |
% | % | % | |||||||||
Russell 1000 Value Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: J.P. Morgan Investment Management, Inc. (JP Morgan)
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Alan Gutmann |
Vice President and Portfolio Manager of JP Morgan | December 2004 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
70 | About the investment portfolios | EQ Advisors Trust |
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 71 |
EQ/Large Cap Core PLUS Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Large Cap Core PLUS Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.50% | 0.50% | 0.50% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 at least one of the following indices at the time of purchase: S&P 500 Index (S&P 500) (market capitalization range of approximately $ billion - $ billion as of December 31, 2011), S&P 100 Index (market capitalization range of approximately $ billion - $ billion as of December 31, 2011), Russell 1000 Index (market capitalization range of approximately $ million - $ billion as of December 31, 2011), Morningstar Large Core Index (market capitalization range of approximately $ billion - $ billion), NYSE 100 Index (market capitalization $ billion - $ billion as of December 31, 2011).
The Portfolios 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 seeks to track 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 Portfolios net assets, the Index Allocated Portion consists of approximately 60% of the Portfolios net assets and the ETF Allocated Portion consists of approximately 10% of the Portfolios net assets.
The Active Allocated Portion primarily invests in common stocks, but it also may invest in other equity securities that the Adviser believes provide opportunities for capital appreciation. 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 Portfolios 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 25-30 stocks. The Advisers 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 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 (before fees and expenses) of the S&P 500 with minimal tracking error. This strategy is commonly referred to as an indexing strategy. Generally, the Index Allocated Portion uses a full replication technique, although in certain instances a sampling approach may be utilized for a
72 | About the investment portfolios | EQ Advisors Trust |
portion of the Index Allocated Portion. The Index Allocated Portion also may invest in other instruments, such as futures and options contracts, that provide comparable exposure as the index without buying the underlying securities comprising the index.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) also may utilize futures and options, such as exchange-traded futures and options contracts on securities indices, to manage equity exposure. Futures and options can provide exposure to the performance of a securities index without buying the underlying securities comprising the index. They also provide a means to manage the Portfolios equity exposure without having to buy or sell securities. When market volatility is increasing above specific thresholds set for the Portfolio, the Manager may limit equity exposure either by reducing investments in securities, selling long futures and options positions on an index, increasing cash levels, and/or shorting an index. During such times, the Portfolios exposure to equity securities may be significantly less than that of a traditional equity portfolio. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance. The Portfolio may invest up to 25% of its assets in derivatives. It is anticipated that the Portfolios derivative instruments will consist primarily of exchange-traded futures and options contracts on securities indices, but the Portfolio also may utilize other types of derivatives. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
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.
The Manager has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk: Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk: Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in
EQ Advisors Trust | About the investment portfolios | 73 |
U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries.
Futures Contract Risk: The primary risks associated with the use of futures contracts are (a) the imperfect correlation between the change in market value of the instruments held by a Portfolio and the price of the futures contract; (b) liquidity risks, including the possible absence of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses (potentially unlimited) caused by unanticipated market movements; (d) an advisers inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that a counterparty will default in the performance of its obligations; (f) if a Portfolio has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Portfolio may have to sell securities at a time when it may be disadvantageous to do so; and (g) transaction costs associated with investments in futures contracts may be significant, which could cause or increase losses or reduce gains.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
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 leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money.
Portfolio Turnover Risk: High portfolio turnover (generally, turnover, in excess of 100% in any given fiscal year) may result in increased transaction costs to a Portfolio, which may result in higher fund expenses and lower total return.
Short Position Risk: A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Volatility Management Risk: The Manager from time to time employs various volatility management techniques, including the use of futures and options to manage equity exposure. The success of the Portfolios volatility management strategy will be subject to the Managers ability to correctly assess the degree of correlation between the performance of the relevant market index and the metrics used by the Manager to measure market volatility. Since the characteristics of many securities change as markets change or time passes, the success of the Portfolios volatility management strategy also will be subject to the Managers ability to continually recalculate, readjust, and execute volatility management techniques (such as options and futures transactions) in an efficient manner. In addition, because market conditions change, sometimes rapidly and unpredictably, the success of the volatility management strategy will be subject to the Managers ability to execute the strategy in a timely manner. Moreover, volatility management strategies may increase portfolio transaction costs, which could cause or increase losses or reduce gains. For a variety of reasons, the Manager may not seek to establish a perfect correlation between the relevant market
74 | About the investment portfolios | EQ Advisors Trust |
index and the metrics that the Manager uses to measure market volatility. In addition, it is not possible to manage volatility fully or perfectly. Any one or more of these factors may prevent the Portfolio from achieving the intended volatility management or could cause the Portfolio to underperform or experience losses.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (March 25, 2002), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
15.69% (2009 2nd Quarter) | 21.76% (2008 4th 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 |
% | % | % | |||||||||
EQ/Large Cap Core PLUS Portfolio Class K Shares |
% | % | % | |||||||||
S&P 500 Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President
of FMG LLC |
May 2011 | ||
Alwi Chan, CFA ® |
Vice President of
FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio
Manager of FMG LLC |
May 2011 |
Adviser: Institutional Capital LLC (ICAP)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Active Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Jerrold K. Senser |
Chief Executive Officer
and Chief Investment Officer of ICAP |
May 2007 | ||
Thomas R. Wenzel |
Senior Executive Vice
President and Director of Research of ICAP |
May 2008 |
Adviser: BlackRock Investment Management, LLC (BlackRock)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Index Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director of BlackRock | May 2010 | ||
Christopher Bliss |
Managing Director and Portfolio Manager of BlackRock | May 2011 | ||
Jennifer Hsui |
Managing Director and Portfolio Manager of BlackRock | May 2011 | ||
Rachel M. Aguirre |
Director and Portfolio Manager of BlackRock | May 2012 | ||
Timothy Murray, CFA ® |
Director and Portfolio Manager of BlackRock | May 2012 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with Contracts issued by AXA Equitable Life Insurance Company (AXA Equitable), AXA Life and Annuity Company,
EQ Advisors Trust | About the investment portfolios | 75 |
other affiliated or unaffiliated insurance companies and to The AXA Equitable 401(k) Plan. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
76 | About the investment portfolios | EQ Advisors Trust |
EQ/Large Cap Growth Index Portfolio Class IA, Class IB and Class K Shares
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.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Large Cap Growth Index Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.35% | 0.35% | 0.35% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 (Russell 1000 Growth). This Portfolios investments in equity securities in the Russell 1000 Growth may include financial instruments that derive their value from such securities. The 1000 Russell Growth measures the performance of the large-cap growth segment of the U.S. equity universe. As of December 31, 2011, the market capitalization of companies in the Russell 1000 Growth 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 1000 Growth Index in the exact weight each security represents in the Index. This strategy is commonly referred to as an indexing strategy. The Portfolio will 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.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index.
EQ Advisors Trust | About the investment portfolios | 77 |
Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Investment Style Risk: The Adviser may use a particular style or set of styles in this case growth styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Growth investing also is subject to the risk that the stock price of one or more companies will fall or will fail to appreciate as anticipated, regardless of movements in the securities market. Growth stocks also tend to be more volatile than value stocks, so in a declining market their prices may decrease more than value stocks in general. They also may increase the volatility of the Portfolios share price.
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.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
15.98% (2009 2nd Quarter) | % ( Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Ten
Years |
||||||||||
EQ/Large Cap Growth Index Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Large Cap Growth Index Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Large Cap Growth Index Portfolio Class K Shares |
% | % | % | |||||||||
Russell 1000 Growth Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager).
Adviser: AllianceBernstein L.P.
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Judith DeVivo |
Senior Vice President
and Portfolio Manager of AllianceBernstein |
December 2008 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business
78 | About the investment portfolios | EQ Advisors Trust |
day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 79 |
EQ/Large Cap Growth PLUS Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to provide long-term capital growth with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Large Cap Growth PLUS Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.50% | 0.50% | 0.50% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
The Portfolios 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 seeks to track 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 Portfolios net assets, the Index Allocated Portion consists of approximately 60% of the Portfolios net assets and the ETF Allocated Portion consists of approximately 10% of the Portfolios net assets.
The Active Allocated Portion primarily invests in common stocks, but it also may invest in other equity securities that the Adviser believes provide opportunities for capital appreciation. 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 Allocated Portion also may engage in active and frequent trading to achieve the Portfolios investment objective.
In choosing investments, the Adviser utilizes a focus style, which concentrates the Active Allocated Portions investments in a core position of 20-30 companies selected for their growth potential. The Adviser uses an approach that combines top-down macro-economic analysis with bottom-up security selection. The top-down approach may take into consideration macro-economic factors such as, without limitation, interest rates, inflation, monetary policy, demographics, the regulatory environment and the global competitive landscape. Through this 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 that are expected to offer earnings growth potential that
80 | About the investment portfolios | EQ Advisors Trust |
may not be recognized by the market at large. This is called bottom-up security selection. The Adviser may sell, or reduce the holdings in, 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 (before fees and expenses) of the Russell 1000 Growth with minimal tracking error. This strategy is commonly referred to as an indexing strategy. Generally, the Index Allocated Portion uses a full replication technique, although in certain instances a sampling approach may be utilized for a portion of the Index Allocated Portion. The Index Allocated Portion also may invest in other instruments, such as futures and options contracts, that provide comparable exposure as the index without buying the underlying securities comprising the index.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) also may utilize futures and options, such as exchange-traded futures and options contracts on securities indices, to manage equity exposure. Futures and options can provide exposure to the performance of a securities index without buying the underlying securities comprising the index. They also provide a means to manage the Portfolios equity exposure without having to buy or sell securities. When market volatility is increasing above specific thresholds set for the Portfolio, the Manager may limit equity exposure either by reducing investments in securities, selling long futures and options positions on an index, increasing cash levels, and/or shorting an index. During such times, the Portfolios exposure to equity securities may be significantly less than that of a traditional equity portfolio. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance. The Portfolio may invest up to 25% of its assets in derivatives. It is anticipated that the Portfolios derivative instruments will consist primarily of exchange-traded futures and options contracts on securities indices, but the Portfolio also may utilize other types of derivatives. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
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.
The Manager has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk: Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk: Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to
EQ Advisors Trust | About the investment portfolios | 81 |
respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries.
Futures Contract Risk: The primary risks associated with the use of futures contracts are (a) the imperfect correlation between the change in market value of the instruments held by a Portfolio and the price of the futures contract; (b) liquidity risks, including the possible absence of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses (potentially unlimited) caused by unanticipated market movements; (d) an advisers inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that a counterparty will default in the performance of its obligations; (f) if a Portfolio has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Portfolio may have to sell securities at a time when it may be disadvantageous to do so; and (g) transaction costs associated with investments in futures contracts may be significant, which could cause or increase losses or reduce gains.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Investment Style Risk: An Adviser may use a particular style or set of styles in this case growth styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Growth investing also is subject to the risk that the stock price of one or more companies will fall or will fail to appreciate as anticipated, regardless of movements in the securities market. Growth stocks also tend to be more volatile than value stocks, so in a declining market their prices may decrease more than value stocks in general. They also may increase the volatility of the Portfolios share price.
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 leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money.
Portfolio Turnover Risk: High portfolio turnover (generally, turnover, in excess of 100% in any given fiscal year) may result in increased transaction costs to a Portfolio, which may result in higher fund expenses and lower total return.
Short Position Risk: A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
82 | About the investment portfolios | EQ Advisors Trust |
Volatility Management Risk: The Manager from time to time employs various volatility management techniques, including the use of futures and options to manage equity exposure. The success of the Portfolios volatility management strategy will be subject to the Managers ability to correctly assess the degree of correlation between the performance of the relevant market index and the metrics used by the Manager to measure market volatility. Since the characteristics of many securities change as markets change or time passes, the success of the Portfolios volatility management strategy also will be subject to the Managers ability to continually recalculate, readjust, and execute volatility management techniques (such as options and futures transactions) in an efficient manner. In addition, because market conditions change, sometimes rapidly and unpredictably, the success of the volatility management strategy will be subject to the Managers ability to execute the strategy in a timely manner. Moreover, volatility management strategies may increase portfolio transaction costs, which could cause or increase losses or reduce gains. For a variety of reasons, the Manager may not seek to establish a perfect correlation between the relevant market index and the metrics that the Manager uses to measure market volatility. In addition, it is not possible to manage volatility fully or perfectly. Any one or more of these factors may prevent the Portfolio from achieving the intended volatility management or could cause the Portfolio to underperform or experience losses.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
% ( Quarter) | % ( 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 |
% | % | % | |||||||||
EQ/Large Cap Growth PLUS Portfolio Class K Shares |
% | % | % | |||||||||
Russell 1000 Growth Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President
of FMG LLC |
May 2007 | ||
Alwi Chan, CFA ® |
Vice President of
FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio
Manager of FMG LLC |
May 2011 |
Adviser: Marsico Capital Management, LLC (Marsico)
Portfolio Manager: The members of the team that are jointly and primarily responsible for the management of the Active Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Thomas F. Marsico |
Chief Investment Officer of Marsico |
May 2007
|
||
A. Douglas Rao |
Portfolio Manager and Senior Analyst of Marsico |
May 2010
|
||
Coralie Witter, CFA |
Portfolio Manager and Senior Analyst of Marsico | May 2011 |
EQ Advisors Trust | About the investment portfolios | 83 |
Adviser: BlackRock Investment Management, LLC (BlackRock)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Index Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director of BlackRock | May 2010 | ||
Christopher Bliss |
Managing Director and Portfolio Manager of BlackRock | May 2011 | ||
Jennifer Hsui |
Managing Director and Portfolio Manager of BlackRock | May 2011 | ||
Rachel M. Aguirre |
Director and Portfolio Manager of BlackRock | May 2012 | ||
Timothy Murray, CFA ® |
Director and Portfolio Manager of BlackRock | May 2012 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
84 | About the investment portfolios | EQ Advisors Trust |
EQ/Large Cap Value Index Portfolio Class IA, Class IB and Class K Shares
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.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Large Cap Value Index Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.35% | 0.35% | 0.35% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 Portfolios investments in equity securities in the Russell 1000 Value Index may include financial instruments that derive their value from such securities. The Russell 1000 Value Index measures the performance of the large-cap value segment of the U.S. equity universe. As of December 31, 2011, 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 approximate weight each represents in the Index, although in certain instances a sampling approach may be utilized. This strategy is commonly referred to as an indexing strategy.
The Portfolio will 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.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will
EQ Advisors Trust | About the investment portfolios | 85 |
reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Investment Style Risk: An Adviser may use a particular style or set of styles in this case value styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Value stocks are subject to the risks that notwithstanding that a stock is selling at a discount to a its perceived true worth, the market will never fully recognize their intrinsic value. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced. They may also increase the volatility of the Portfolios share price.
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.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year, five years and since inception through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
18.00% (2009 3rd Quarter) | 32.33% (2008 4th Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Since
Inception (October 3, 2005) |
||||||||||
EQ/Large Cap Value Index Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Large Cap Value Index Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Large Cap Value Index Portfolio Class K Shares |
% | % | % | |||||||||
Russell 1000 Value Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: SSgA Funds Management, Inc. (SSgA FM)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Lynn Blake |
Senior Managing Director of SSgA FM | December 2008 | ||
John Tucker |
Managing Director of SSgA FM | December 2008 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
86 | About the investment portfolios | EQ Advisors Trust |
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 87 |
EQ/Large Cap Value PLUS Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Large Cap Value PLUS Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
% | % | % | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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). For this Portfolio, large-cap companies mean those companies with market capitalizations within the range of at least one of the following indices at the time of purchase: S&P 500 Index (market capitalization range of approximately $ billion - $ billion as of December 31, 2011), Russell 1000 Index (market capitalization range of approximately $ million - $ billion as of December 31, 2011), S&P 100 Index (market capitalization range of approximately $ billion - $ billion as of December 31, 2011) Morningstar Large Core Index (market capitalization range of approximately $ billion - $ billion), NYSE 100 Index (market capitalization $ billion - $ billion as of December 31, 2011).
The Portfolios assets normally are allocated among two 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) and one portion of the Portfolio seeks to track the performance of a particular index (Index Allocated Portion). Under normal circumstances, the Active Allocated Portion consists of approximately 25-35% of the Portfolios net assets and the Index Allocated Portion consists of approximately 65-75% of the Portfolios net assets. Approximately 10% of the Portfolios assets may be invested in exchange-traded funds (Underlying ETFs) that meet the investment criteria of the Portfolio. The Underlying ETFs in which the Portfolio may invest may be changed from time to time without notice or shareholder approval.
The Active Allocated Portion of the Portfolio primarily invests in equity securities. The Active Allocated Portion of the Portfolio generally invests in large-cap companies, which are defined for purposes of this portion as companies with market capitalizations of $1 billion or more. The Portfolio may engage in active and frequent trading of portfolio securities to achieve its investment objective.
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 management 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 (before fees and expenses) of the Russell 1000 Value Index with minimal tracking error. This strategy is commonly referred to as an indexing strategy. Generally, the Index Allocated Portion uses a full replication technique, although in certain instances a sampling approach may be utilized for a portion of the Index Allocated Portion. The Index Allocated Portion also may invest in other instruments, such as futures and options contracts, that provide comparable exposure as the index without buying the underlying securities comprising the index.
88 | About the investment portfolios | EQ Advisors Trust |
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) also may utilize futures and options, such as exchange-traded futures and options contracts on securities indices, to manage equity exposure. Futures and options can provide exposure to the performance of a securities index without buying the underlying securities comprising the index. They also provide a means to manage the Portfolios equity exposure without having to buy or sell securities. When market volatility is increasing above specific thresholds set for the Portfolio, the Manager may limit equity exposure either by reducing investments in securities, selling long futures and options positions on an index, increasing cash levels, and/or shorting an index. During such times, the Portfolios exposure to equity securities may be significantly less than that of a traditional equity portfolio. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance. The Portfolio may invest up to 25% of its assets in derivatives. It is anticipated that the Portfolios derivative instruments will consist primarily of exchange-traded futures and options contracts on securities indices, but the Portfolio also may utilize other types of derivatives. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
The Manager has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk : Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk : Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: The Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and the Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange Traded Funds: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Futures Contract Risk : The primary risks associated with the use of futures contracts are (a) the imperfect correlation between the change in market value of the instruments held by a Portfolio and the price of the futures contract; (b) liquidity risks, including the possible absence of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses (potentially unlimited) caused by unanticipated market movements; (d) an advisers inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that a counterparty will default in the
EQ Advisors Trust | About the investment portfolios | 89 |
performance of its obligations; (f) if a Portfolio has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Portfolio may have to sell securities at a time when it may be disadvantageous to do so; and (g) transaction costs associated with investments in futures contracts may be significant, which could cause or increase losses or reduce gains.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Investment Style Risk: An Adviser may use a particular style or set of styles in this case value styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Value stocks are subject to the risks that notwithstanding that a stock is selling at a discount to a its perceived true worth, the market will never fully recognize their intrinsic value. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced. They may also increase the volatility of the Portfolios share price.
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 leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money.
Portfolio Turnover Risk: High portfolio turnover (generally, turnover, in excess of 100% in any given fiscal year) may result in increased transaction costs to a Portfolio, which may result in higher fund expenses and lower total return.
Short Position Risk : A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Volatility Management Risk : The Manager from time to time employs various volatility management techniques, including the use of futures and options to manage equity exposure. The success of the Portfolios volatility management strategy will be subject to the Managers ability to correctly assess the degree of correlation between the performance of the relevant market index and the metrics used by the Manager to measure market volatility. Since the characteristics of many securities change as markets change or time passes, the success of the Portfolios volatility management strategy also will be subject to the Managers ability to continually recalculate, readjust, and execute volatility management techniques (such as options and futures transactions) in an efficient manner. In addition, because market conditions change, sometimes rapidly and unpredictably, the success of the volatility management strategy will be subject to the Managers ability to execute the strategy in a timely manner. Moreover, volatility management strategies may increase portfolio transaction costs, which could cause or increase losses or reduce gains. For a variety of reasons, the Manager may not seek to establish a perfect correlation between the relevant market index and the metrics that the Manager uses to measure market volatility. In addition, it is not possible to manage volatility fully or perfectly. Any one or more of these factors may prevent the Portfolio from achieving the intended volatility management or could cause the Portfolio to underperform or experience losses.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
90 | About the investment portfolios | EQ Advisors Trust |
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
17.58% (2009 3rd Quarter) | 24.24% (2008 4th 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 |
% | % | % | |||||||||
EQ/Large Cap Value PLUS Portfolio Class K Shares |
% | % | % | |||||||||
Russell 1000 Value Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President
of FMG LLC |
December 2008 | ||
Alwi Chan, CFA ® |
Vice President of
FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio
Manager of FMG LLC |
May 2011 |
Adviser: AllianceBernstein L.P. (AllianceBernstein)
Portfolio Managers : The members of the team that are jointly and primarily responsible for the management of the Active Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Joseph Gerard Paul |
Senior Vice
President/ Chief Investment Officer North AmericanValue Equities at AllianceBernstein |
October 2009 | ||
David Yuen |
Senior Vice
President/
Co-CIO Director
|
May 2009 | ||
Gregory Powell |
Senior Vice
President/Director of Research U.S. Large Cap Value Equities at AllianceBernstein |
May 2011 | ||
Christopher W. Marx |
Senior Portfolio
Manager at AllianceBernstein |
January 2010 | ||
John D. Phillips, Jr. |
Senior Portfolio
Manager at AllianceBernstein |
January 2010 |
Portfolio Manager: The Index Allocated Portion of the Portfolio is managed by:
Name | Title |
Date Began
Managing the Portfolio |
||
Judith DeVivo |
Senior Vice President
and Portfolio Manager of AllianceBernstein |
December 2008 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
EQ Advisors Trust | About the investment portfolios | 91 |
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
92 | About the investment portfolios | EQ Advisors Trust |
EQ/Lord Abbett Large Cap Core Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve capital appreciation and growth of income with reasonable risk.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Lord Abbett Large Cap Core Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.65% | 0.65% | 0.65% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waiver and/or Expense Reimbursement+ |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
1.00% | 1.00% | 0.75% |
+ | Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual 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 an annual rate of 1.00% for Class IA and IB shares and 0.75% for Class K shares. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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, 2011, the market capitalization range of the Russell 1000 Index was $ million to $ billion. This range varies daily. Equity securities in which the Portfolio may invest may include common stocks, preferred stocks, warrants, and similar instruments.
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 Advisers valuation target, its fundamentals are falling short of the Advisers expectations or it seems less likely to benefit from the current market and economic environment.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
EQ Advisors Trust | About the investment portfolios | 93 |
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
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.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year, five years and since inception through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares have not commenced operations as of the date of this Prospectus. The performance information shown in the table below for the Class K shares is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect and Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
14.57% (2009 3rd Quarter) | 19.80% (2008 4th Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Since
Inception (April 29, 2005) |
||||||||||
EQ/Lord Abbett Large Cap Core Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Lord Abbett Large Cap Core Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Lord Abbett Large Cap Core Portfolio Class K Shares |
% | % | % | |||||||||
Russell 1000 Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: Lord, Abbett & Co. LLC (Lord Abbett)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Daniel H. Frascarelli |
Partner and Portfolio Manager of Lord Abbett | May 2006 | ||
Randy M. Reynolds |
Portfolio Manager of Lord Abbett | July 2008 |
94 | About the investment portfolios | EQ Advisors Trust |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 95 |
EQ/MFS International Growth Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve capital appreciation.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/MFS International Growth Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.85% | 0.85% | 0.85% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 large percentage of its assets in issuers in a single country, a small number of countries, or a particular geographic region. The Adviser focuses on investing the Portfolios 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 types of equity securities. These may include depositary receipts, preferred stocks and warrants. The Portfolio may engage in active and frequent trading in pursuing its principal investment strategies.
The Adviser uses a bottom-up approach to buying and selling investments for the Portfolio. Investments are selected primarily based on fundamental analysis of individual issuers and their potential in light of their current financial condition, and market, economic, political, and regulatory conditions. Factors considered may include analysis of an issuers earnings, cash flows, competitive position, and management ability. Quantitative models that systematically evaluate an issuers valuation, price and earnings momentum, earnings quality, and other factors may also be considered. The Adviser may sell a security for a variety of reasons, such as to secure gains, to limit losses, or redeploy assets into opportunities believed to be more promising, among others.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between
96 | About the investment portfolios | EQ Advisors Trust |
U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or their respective markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market 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 environmental events.
Investment Style Risk: An Adviser may use a particular style or set of styles in this case growth styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Growth investing also is subject to the risk that the stock price of one or more companies will fall or will fail to appreciate as anticipated, regardless of movements in the securities market. Growth stocks also tend to be more volatile than value stocks, so in a declining market their prices may decrease more than value stocks in general. They also may increase the volatility of the Portfolios share price.
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.
Mid-Cap and Small-Cap Company Risk: A Portfolios investments in mid- and small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. In general, these risks are greater for small-capitalization companies than for mid-capitalization companies.
Portfolio Turnover Risk: High portfolio turnover (generally, turnover, in excess of 100% in any given fiscal year) may result in increased transaction costs to a Portfolio, which may result in higher fund expenses and lower total return.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (September 26, 2008), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
EQ Advisors Trust | About the investment portfolios | 97 |
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
23.32% (2009 2nd Quarter) | 27.47% (2002 3rd Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Ten
Years |
||||||||||
EQ/MFS International Growth Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/MFS International Growth Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/MFS International Growth Portfolio Class K Shares |
% | % | % | |||||||||
MSCI ACW ex U.S. Growth Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: Massachusetts Financial Services Company d/b/a MFS Investment Management (MFS)
Portfolio Manager: The members of the team that are jointly and primarily responsible for the management of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
David Antonelli |
Vice Chairman and Portfolio Manager of MFS | January 2010 | ||
Kevin Dwan |
Investment Officer and Portfolio Manager of MFS | January 2012 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
98 | About the investment portfolios | EQ Advisors Trust |
EQ/Mid Cap Index Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve a total return before expenses that approximates the total return performance of the S&P MidCap 400 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P MidCap 400 Index.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Mid Cap Index Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.35% | 0.35% | 0.35% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Adviser normally invests at least 80% of the Portfolios net assets, plus borrowings for investment purposes, in equity securities in the S&P MidCap 400 Index. For purposes of this Portfolio, equity securities in the S&P MidCap 400 Index may include financial instruments that derive their value from such securities.
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 seeks to hold all securities in the S&P MidCap 400 Index in the approximate weight each represents in the Index, although in certain instances a sampling approach may be utilized. This strategy is commonly referred to as an indexing strategy.
The Portfolio will 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.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs,
EQ Advisors Trust | About the investment portfolios | 99 |
changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Mid-Cap Company Risk: The Portfolios investments in mid-cap companies may involve greater risks than investments in larger, more established issuers. Risk is greater for the common stocks of mid-cap companies because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. Their securities may be less well-known and trade less frequently and in limited volume compared with the securities of larger, more established companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. Mid-cap companies also are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of mid-cap company stocks tend to rise and fall in value more frequently than the stocks of larger companies. Although investing in mid-cap companies offers potential for above-average returns, the companies may not succeed and the value of their stock could decline significantly.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (March 25, 2002), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
20.69% (2003 2nd Quarter) | 27.21% (2008 4th Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Ten Years |
||||||||||
EQ/Mid Cap Index Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Mid Cap Index Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Mid Cap Index Portfolio Class K Shares |
% | % | % | |||||||||
S&P MidCap 400 Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: SSgA Funds Management, Inc. (SSgA FM)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Lynn Blake |
Senior Managing Director of SSgA FM | December 2008 | ||
John Tucker |
Managing Director of SSgA FM | December 2008 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed
100 | About the investment portfolios | EQ Advisors Trust |
and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts and retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 101 |
EQ/Mid Cap Value PLUS Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve long-term capital appreciation with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Mid Cap Value PLUS Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.55% | 0.55% | 0.55% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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). For this Portfolio, medium market capitalization companies means those companies with market capitalizations within the range of at least one of the following indices at the time of purchase: Russell Midcap Index (market capitalization range of approximately $ million - $ billion as of December 31, 2011), Morningstar Mid Core Index (market capitalization range of approximately $ billion - $ billion as of December 31, 2011), S&P MidCap 400 Index (market capitalization range of approximately $ million - $ billion as of December 31, 2011).
The Portfolios 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 seeks to track 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 Portfolios net assets, the Index Allocated Portion consists of approximately 60% of the Portfolios net assets and the ETF Allocated Portion consists of approximately 10% of the Portfolios net assets.
The Active Allocated Portion invests primarily in common stocks, but it also may invest in other equity securities that the Adviser believes provide opportunities for capital appreciation. 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.
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 securitys 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 (before fees and expenses) of the Russell Midcap Value Index with minimal tracking error. This strategy is commonly referred to as an indexing strategy. Generally, the Index Allocated Portion uses a full replication technique, although in certain instances a sampling approach may be utilized for a portion of the Index Allocated Portion. The Index Allocated Portion also may invest in other instruments, such as
102 | About the investment portfolios | EQ Advisors Trust |
futures and options contracts, that provide comparable exposure as the index without buying the underlying securities comprising the index.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) also may utilize futures and options, such as exchange-traded futures and options contracts on securities indices, to manage equity exposure. Futures and options can provide exposure to the performance of a securities index without buying the underlying securities comprising the index. They also provide a means to manage the Portfolios equity exposure without having to buy or sell securities. When market volatility is increasing above specific thresholds set for the Portfolio, the Manager may limit equity exposure either by reducing investments in securities, selling long futures and options positions on an index, increasing cash levels, and/or shorting an index. During such times, the Portfolios exposure to equity securities may be significantly less than that of a traditional equity portfolio. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance. The Portfolio may invest up to 25% of its assets in derivatives. It is anticipated that the Portfolios derivative instruments will consist primarily of exchange-traded futures and options contracts on securities indices, but the Portfolio also may utilize other types of derivatives. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
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.
The Manager has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk: Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk : Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security
EQ Advisors Trust | About the investment portfolios | 103 |
values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries.
Futures Contract Risk : The primary risks associated with the use of futures contracts are (a) the imperfect correlation between the change in market value of the instruments held by a Portfolio and the price of the futures contract; (b) liquidity risks, including the possible absence of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses (potentially unlimited) caused by unanticipated market movements; (d) an advisers inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that a counterparty will default in the performance of its obligations; (f) if a Portfolio has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Portfolio may have to sell securities at a time when it may be disadvantageous to do so; and (g) transaction costs associated with investments in futures contracts may be significant, which could cause or increase losses or reduce gains.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Investment Style Risk: An Adviser may use a particular style or set of styles in this case value styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Value stocks are subject to the risks that notwithstanding that a stock is selling at a discount to a its perceived true worth, the market will never fully recognize their intrinsic value. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced. They may also increase the volatility of the Portfolios share price.
Leveraging Risk: When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money.
Mid-Cap Company Risk: The Portfolios investments in mid-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount.
Short Position Risk : A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Volatility Management Risk : The Manager from time to time employs various volatility management techniques, including the use of futures and options to manage equity exposure. The success of the Portfolios volatility management strategy will be subject to the Managers ability to correctly assess the degree of correlation between the performance of the relevant market index and the metrics used by the Manager to measure market volatility. Since the characteristics of many securities change as markets change or time passes, the success of the Portfolios volatility management strategy also will be subject to the Managers ability to continually recalculate, readjust, and execute volatility management techniques (such as options and futures transactions)
104 | About the investment portfolios | EQ Advisors Trust |
in an efficient manner. In addition, because market conditions change, sometimes rapidly and unpredictably, the success of the volatility management strategy will be subject to the Managers ability to execute the strategy in a timely manner. Moreover, volatility management strategies may increase portfolio transaction costs, which could cause or increase losses or reduce gains. For a variety of reasons, the Manager may not seek to establish a perfect correlation between the relevant market index and the metrics that the Manager uses to measure market volatility. In addition, it is not possible to manage volatility fully or perfectly. Any one or more of these factors may prevent the Portfolio from achieving the intended volatility management or could cause the Portfolio to underperform or experience losses.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on December 1, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
22.74% (2009 3rd Quarter) | 25.87% (2008 4th 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 |
% | % | % | |||||||||
EQ/Mid Cap Value PLUS Portfolio Class K Shares |
% | % | % | |||||||||
Russell Midcap Value Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President
of FMG LLC |
May 2007 | ||
Alwi Chan, CFA ® |
Vice President of
FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio
Manager of FMG LLC |
May 2011 |
Adviser: Wellington Management Company, LLP (Wellington Management)
Portfolio Managers: The Active Allocated Portion of the Portfolio is managed by:
Name | Title |
Date Began
Managing the Portfolio |
||
James N. Mordy |
Senior Vice President
and Equity Portfolio Manager of Wellington Management |
May 2007 |
EQ Advisors Trust | About the investment portfolios | 105 |
Adviser: BlackRock Investment Management, LLC (BlackRock)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Index Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director of
BlackRock |
May 2010 | ||
Christopher Bliss |
Managing Director
and Portfolio Manager of BlackRock |
May 2011 | ||
Jennifer Hsui |
Managing Director
and Portfolio Manager of BlackRock |
May 2011 | ||
Rachel M. Aguirre |
Director and
Portfolio Manager of BlackRock |
May 2012 | ||
Timothy Murray, CFA ® |
Director and
Portfolio Manager of BlackRock |
May 2012 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
106 | About the investment portfolios | EQ Advisors Trust |
EQ/Montag & Caldwell Growth Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve capital appreciation.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Montag & Caldwell Growth Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.75% | 0.75% | 0.75% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: Under normal circumstances, the Portfolio intends to invest primarily in equity securities of U.S. large capitalization companies. For this Portfolio, large capitalization companies include those companies with market capitalization in excess of $5 billion at the time of investment. 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.
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.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
EQ Advisors Trust | About the investment portfolios | 107 |
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Investment Style Risk: An Adviser may use a particular style or set of styles in this case growth styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Growth investing also is subject to the risk that the stock price of one or more companies will fall or will fail to appreciate as anticipated, regardless of movements in the securities market. Growth stocks also tend to be more volatile than value stocks, so in a declining market their prices may decrease more than value stocks in general. They also may increase the volatility of the Portfolios share price.
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.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares have not commenced operations as of the date of this Prospectus. The performance information shown in the table below for Class K shares is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (July 9, 2004), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
15.18% (2009 2nd Quarter) | 20.38% (2008 4th 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 |
% | % | % | |||||||||
EQ/Montag & Caldwell Growth Portfolio Class K Shares |
% | % | % | |||||||||
Russell 1000 Growth Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: Montag & Caldwell, LLC (Montag & Caldwell)
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Ronald E. Canakaris |
Chairman and Chief Investment Officer of Montag & Caldwell | December 1998 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with Contracts issued by AXA Equitable Life Insurance Company (AXA Equitable), AXA Life and Annuity Company, other affiliated or unaffiliated insurance companies and to The
108 | About the investment portfolios | EQ Advisors Trust |
AXA Equitable 401(k) Plan. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 109 |
EQ/Morgan Stanley Mid Cap Growth Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve capital growth.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Morgan Stanley Mid Cap Growth
Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.70% | 0.70% | 0.70% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: Under normal market conditions, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in securities of medium-sized companies (or derivative instruments with similar economic characteristics) at the time of investment. The Portfolio primarily invests in equity securities, including common stocks, preferred stocks, and rights and warrants to purchase common stock. For this Portfolio, medium-sized companies are defined by reference to those companies represented in the Russell Midcap Growth Index. As of December 31, 2011, the market capitalization range of the Russell MidCap Growth Index was $ million to $ billion.
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 typically favors companies with rising returns on invested capital, above-average business visibility, strong free cash flow generation and an attractive risk/reward profile. The Adviser generally considers selling an investment when it determines the company no longer satisfies its investment criteria.
The Portfolio may invest up to 25% of its total assets in securities of foreign issuers, including emerging market securities and depositary receipts. The securities in which the Portfolio may invest may be denominated in U.S. dollars or in currencies other than U.S. dollars.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are
110 | About the investment portfolios | EQ Advisors Trust |
subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries.
Investment Style Risk: An Adviser may use a particular style or set of styles in this case growth styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Growth investing also is subject to the risk that the stock price of one or more companies will fall or will fail to appreciate as anticipated, regardless of movements in the securities market. Growth stocks also tend to be more volatile than value stocks, so in a declining market their prices may decrease more than value stocks in general. They also may increase the volatility of the Portfolios share price.
Mid-Cap Company Risk: The Portfolios investments in mid-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year, five years and since inception through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on December 1, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
25.65% (2009 2nd Quarter) | 26.81% (2008 4th Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Since Inception
(April 29, 2005) |
||||||||||
EQ/Morgan Stanley Mid Cap Growth Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Morgan Stanley Mid Cap Growth Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Morgan Stanley Mid Cap Growth Portfolio Class K Shares |
% | % | % | |||||||||
Russell Midcap Growth Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: Morgan Stanley Investment Management, Inc. (MSIM, Inc.)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Dennis Lynch |
Managing Director of MSIM, Inc. | April 2005 | ||
David Cohen |
Managing Director of MSIM, Inc. | April 2005 | ||
Sam Chainani |
Managing Director of MSIM, Inc. | April 2005 | ||
Alexander Norton |
Executive Director of MSIM, Inc. | July 2005 | ||
Jason Yeung |
Managing Director of MSIM, Inc. | September 2007 | ||
Armistead Nash |
Executive Director of MSIM, Inc. | September 2008 |
EQ Advisors Trust | About the investment portfolios | 111 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
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EQ/Mutual Large Cap Equity Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve capital appreciation, which may occasionally be short-term, with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Mutual Large Cap Equity Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.70% | 0.70% | 0.70% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolios 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 seeks to track the performance of a particular index (Index Allocated Portion). Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of large-capitalization companies (or financial instruments that derive their value from such securities). For this Portfolio, large-capitalization companies are companies with market capitalizations of $5 billion or more at the time of purchase. The Active Allocated Portion consists of approximately 50% of the Portfolios net assets; the Index Allocated Portion consists of approximately 50% of the Portfolios net assets.
Under normal circumstances, the Active Allocated Portion invests mainly in equity securities of U.S. and foreign companies that the Adviser to the Active Allocated Portion believes are undervalued. The Active Allocated Portion invests predominantly in large-cap companies, but it may invest up to 20% of its net assets in smaller companies as well.
The Active Allocated Portion may invest up to 35% of its assets in foreign securities, including securities of companies in emerging markets and depositary receipts. In addition, the Active Allocated Portion may invest 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 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 Portions investments in distressed companies typically involve investments of up to 10% of the Portfolios total assets in bank debt, lower-rated or defaulted debt securities, comparable unrated debt securities or other indebtedness (or participations
EQ Advisors Trust | About the investment portfolios | 113 |
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 may keep a portion, which may be significant at times, of the Active Allocated Portions 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 Active Allocated Portions 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 Active Allocated Portion may attempt, from time to time, to hedge (protect) against currency risks, largely by using forward currency exchange contracts and currency futures contracts (including currency index futures contracts) when in the Advisers opinion it would be advantageous for the Active Allocated Portion to do so.
The Index Allocated Portion of the Portfolio seeks to track the performance (before fees and expenses) of the S&P 500 Index (S&P 500) with minimal tracking error. This strategy is commonly referred to as an indexing strategy. Generally, the Index Allocated Portion uses a full replication technique, although in certain instances a sampling approach may be utilized for a portion of the Index Allocated Portion. The Index Allocated Portion also may invest in other instruments, such as futures and options contracts, that provide comparable exposure as the index without buying the underlying securities comprising the index.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) also may utilize futures and options, such as exchange-traded futures and options contracts on securities indices, to manage equity exposure. Futures and options can provide exposure to the performance of a securities index without buying the underlying securities comprising the index. They also provide a means to manage the Portfolios equity exposure without having to buy or sell securities. When market volatility is increasing above specific thresholds set for the Portfolio, the Manager may limit equity exposure either by reducing investments in securities, selling long futures and options positions on an index, increasing cash levels, and/or shorting an index. During such times, the Portfolios exposure to equity securities may be significantly less than that of a traditional equity portfolio. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance. The Portfolio may invest up to 25% of its assets in derivatives. It is anticipated that the Portfolios derivative instruments will consist primarily of exchange-traded futures and options contracts on securities indices, but the Portfolio also may utilize other types of derivatives. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
The Manager has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Credit Risk: The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
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.
Cash Management Risk : Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts
114 | About the investment portfolios | EQ Advisors Trust |
custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk : Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market 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 environmental events.
Futures Contract Risk : The primary risks associated with the use of futures contracts are (a) the imperfect correlation between the change in market value of the instruments held by a Portfolio and the price of the futures contract; (b) liquidity risks, including the possible absence of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses (potentially unlimited) caused by unanticipated market movements; (d) an advisers inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that a counterparty will default in the performance of its obligations; (f) if a Portfolio has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Portfolio may have to sell securities at a time when it may be disadvantageous to do so; and (g) transaction costs associated with investments in futures contracts may be significant, which could cause or increase losses or reduce gains.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Interest Rate Risk: The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration.
Junk Bonds or Lower Rated Securities Risk: Bonds rated below investment grade (i.e., BB by Standard & Poors Ratings Services (S&P) or Fitch Ratings Ltd. (Fitch) or Ba by Moodys Investors Service, Inc. (Moodys)) are speculative in nature and are subject to additional risk factors such as increased possibility of default, illiquidity of the security, and changes in value based on changes in interest rates. Junk bonds are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength.
EQ Advisors Trust | About the investment portfolios | 115 |
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 leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money.
Mid-Cap and Small-Cap Company Risk: A portfolios investments in mid- and small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. In general, these risks are greater for small-capitalization companies than for mid-capitalization companies.
Short Position Risk : A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
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, 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 Advisers 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 Portfolios holding period.
Volatility Management Risk : The Manager from time to time employs various volatility management techniques, including the use of futures and options to manage equity exposure. The success of the Portfolios volatility management strategy will be subject to the Managers ability to correctly assess the degree of correlation between the performance of the relevant market index and the metrics used by the Manager to measure market volatility. Since the characteristics of many securities change as markets change or time passes, the success of the Portfolios volatility management strategy also will be subject to the Managers ability to continually recalculate, readjust, and execute volatility management techniques (such as options and futures transactions) in an efficient manner. In addition, because market conditions change, sometimes rapidly and unpredictably, the success of the volatility management strategy will be subject to the Managers ability to execute the strategy in a timely manner. Moreover, volatility management strategies may increase portfolio transaction costs, which could cause or increase losses or reduce gains. For a variety of reasons, the Manager may not seek to establish a perfect correlation between the relevant market index and the metrics that the Manager uses to measure market volatility. In addition, it is not possible to manage volatility fully or perfectly. Any one or more of these factors may prevent the Portfolio from achieving the intended volatility management or could cause the Portfolio to underperform or experience losses.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year, five years and since inception through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
116 | About the investment portfolios | EQ Advisors Trust |
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
15.89% (2009 3rd Quarter) | 21.71% (2008 4th Quarter) |
Average Annual
Total Returns |
||||||||||||
One
Year |
Five
Years |
Since
Inception (September 15, 2006) |
||||||||||
EQ/Mutual Large Cap Equity Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Mutual Large Cap Equity Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Mutual Large Cap Equity Portfolio Class K Shares |
% | % | % | |||||||||
S&P 500 Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President of FMG LLC | May 2011 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC | May 2009 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC | May 2011 |
Adviser: Franklin Mutual Advisers, LLC (Franklin Mutual)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Active Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Peter A. Langerman |
Chairman, President
and Chief Executive Officer of Franklin Mutual |
September 2006 | ||
F. David Segal, CFA |
Portfolio Manager
and Research Analyst of Franklin Mutual |
September 2006 | ||
Deborah A. Turner, CFA |
Assistant Portfolio
Manager of Franklin Mutual |
September 2006 |
Adviser: BlackRock Investment Management, LLC (BlackRock)
Portfolio Manager: The members of the team that are jointly and primarily responsible for the management of the Index Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director of BlackRock | May 2010 | ||
Christopher Bliss |
Managing Director and Portfolio Manager of BlackRock | May 2011 | ||
Jennifer Hsui |
Managing Director and Portfolio Manager of BlackRock | May 2011 | ||
Rachel M. Aguirre |
Director and Portfolio Manager of BlackRock | May 2012 | ||
Timothy Murray, CFA ® |
Director and Portfolio Manager of BlackRock | May 2012 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
EQ Advisors Trust | About the investment portfolios | 117 |
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
118 | About the investment portfolios | EQ Advisors Trust |
EQ/Oppenheimer Global Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve capital appreciation.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Oppenheimer Global Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.95% | 0.95% | 0.95% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 developing or 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 may invest in companies of any size, however, it expects to invest mainly in mid- and large-cap companies. Equity securities in which the Portfolio may invest may include common stocks, preferred stocks and warrants.
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 companys 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:
|
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, mass affluence and demographic changes. These criteria may vary.
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.
EQ Advisors Trust | About the investment portfolios | 119 |
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries.
Investment Style Risk: An Adviser may use a particular style or set of styles in this case growth styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Growth investing also is subject to the risk that the stock price of one or more companies will fall or will fail to appreciate as anticipated, regardless of movements in the securities market. Growth stocks also tend to be more volatile than value stocks, so in a declining market their prices may decrease more than value stocks in general. They also may increase the volatility of the Portfolios share price.
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.
Mid-Cap Company Risk: The Portfolios investments in mid-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount.
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, 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 Advisers 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 Portfolios holding period.
120 | About the investment portfolios | EQ Advisors Trust |
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year, five years and since inception through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares have not commenced operations as of the date of this Prospectus. The performance information shown in the table below for Class K shares is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
22.42% (2009 2nd Quarter) | 21.93% (2008 4th Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five Years |
Since
Inception (August 31, 2006) |
||||||||||
EQ/Oppenheimer Global Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Oppenheimer Global Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Oppenheimer Global Portfolio Class K Shares |
% | % | % | |||||||||
MSCI World Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: OppenheimerFunds, Inc. (Oppenheimer)
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Rajeev Bhaman, CFA |
Senior Vice President of Oppenheimer | August 2006 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 121 |
EQ/Small Company Index Portfolio Class IA, Class IB and Class K Shares
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).
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Small Company Index Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.25% | 0.25% | 0.25% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 Portfolios investments in equity securities of small-cap companies included in the Russell 2000 may include financial instruments that derive their value from such securities. As of December 31, 2011, the market capitalization range of the Russell 2000 was $ million to $ billion. The Adviser seeks to match the returns (before expenses) of the Russell 2000. This strategy is commonly referred to as an indexing strategy. 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 Portfolios liquidity and reduce costs. The securities held by the Portfolio are weighted to make the Portfolios 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 seeks to track the Russell 2000, therefore, the Adviser generally will not attempt to judge the merits of any particular security as an investment.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond
122 | About the investment portfolios | EQ Advisors Trust |
to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Small-Cap Company Risk: A Portfolios investments in small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (March 25, 2002), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
22.95% (2003 2nd Quarter) | 26.45% (2008 4th 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 |
% | % | % | |||||||||
EQ/Small Company Index Portfolio Class K Shares |
% | % | % | |||||||||
Russell 2000 Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: AllianceBernstein L.P. (AllianceBernstein)
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Judith DeVivo |
Senior Vice President and Portfolio Manager of AllianceBernstein | May 2006 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven
EQ Advisors Trust | About the investment portfolios | 123 |
days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
124 | About the investment portfolios | EQ Advisors Trust |
EQ/T. Rowe Price Growth Stock Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve long-term capital appreciation and secondarily, income.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/T. Rowe Price Growth Stock Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
% | % | % | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 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, 2011 was $ 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 a growth investor, 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 warrants and preferred stocks, 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 the Portfolios investment objective, the Adviser has the discretion to purchase some securities, including warrants and preferred stocks, that do not meet its normal investment criteria, as described above, when it perceives an opportunity for substantial appreciation. These 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, a new product introduction or innovation, or a favorable competitive development.
The Adviser may sell securities for a variety of reasons, such as to secure gains, limit losses, or redeploy assets into more promising opportunities.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
EQ Advisors Trust | About the investment portfolios | 125 |
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries.
Investment Style Risk: An Adviser may use a particular style or set of styles in this case growth styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Growth investing also is subject to the risk that the stock price of one or more companies will fall or will fail to appreciate as anticipated, regardless of movements in the securities market. Growth stocks also tend to be more volatile than value stocks, so in a declining market their prices may decrease more than value stocks in general. They also may increase the volatility of the Portfolios share price.
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.
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, 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 Advisers 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 Portfolios holding period.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on December 1, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (May 16, 2007), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
126 | About the investment portfolios | EQ Advisors Trust |
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
% ( Quarter) | % ( 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 |
% | % | % | |||||||||
EQ/T. Rowe Price Growth Stock Portfolio Class K Shares |
% | % | % | |||||||||
Russell 1000 Growth Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: T. Rowe Price Associates, Inc. (T. Rowe Price)
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
P. Robert Bartolo, CPA, CFA ® |
Vice President of
T. Rowe Price |
October 2007 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 127 |
EQ/Templeton Global Equity Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve long-term capital growth with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Templeton Global Equity Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.70% | 0.70% | 0.70% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolios 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 seeks to track the performance of a particular index or indices (Index Allocated Portion). Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities (or other financial instruments that derive their value from such securities). The Active Allocated Portion will consist of approximately 50% of the Portfolios net assets; the Index Allocated Portion will consist of approximately 50% of the Portfolios net assets.
Under normal circumstances, the Active Allocated Portion invests primarily in equity securities, including common stocks and preferred stocks, of companies located anywhere in the world, including emerging markets. 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. Although the Active Allocated Portion seeks investments across a number of countries and sectors, from time to time, based on economic conditions, the Active Allocated Portion may have significant positions in particular countries or sectors.
When choosing equity investments for the Active Allocated Portion, the Adviser to the portion applies a bottom-up value-oriented, long-term approach. 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 Index Allocated Portion of the Portfolio is comprised of two strategies, which seek to track the performance (before fees and expenses) of the S&P 500 Index (the S&P 500) and the Morgan Stanley Capital International EAFE Index (MSCI EAFE), respectively, each with minimal tracking error. The Index Allocated Portions assets will be allocated in approximately the following manner: 40-60% in each of the S&P 500 and MSCI EAFE. This strategy is commonly referred to as an indexing strategy. Generally, each portion of the Index Allocated Portion uses a full replication technique, although in certain instances a sampling approach may be utilized for a portion of the Index Allocated Portion. Each portion of the Index Allocated Portion also may invest in other instruments, such as futures and options contracts, that provide comparable exposure as the index without buying the underlying securities comprising the index.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) also may utilize futures and options, such as exchange-traded futures and options contracts on securities indices, to manage equity exposure. Futures and options can provide exposure to the performance of a securities index without buying the underlying securities comprising the index. They also provide a means to manage the Portfolios equity exposure without having to buy or sell securities. When
128 | About the investment portfolios | EQ Advisors Trust |
market volatility is increasing above specific thresholds set for the Portfolio, the Manager may limit equity exposure either by reducing investments in securities, selling long futures and options positions on an index, increasing cash levels, and/or shorting an index. During such times, the Portfolios exposure to equity securities may be significantly less than that of a traditional equity portfolio. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance. The Portfolio may invest up to 25% of its assets in derivatives. It is anticipated that the Portfolios derivative instruments will consist primarily of exchange-traded futures and options contracts on securities indices, but the Portfolio also may utilize other types of derivatives. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
The Manager has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk : Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Credit Risk: The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings.
Custom Benchmark Risk : Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. Derivatives also may be subject to certain other risks such as leveraging risk, liquidity risk, interest rate risk, market risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
EQ Advisors Trust | About the investment portfolios | 129 |
Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries.
Futures Contract Risk : The primary risks associated with the use of futures contracts are (a) the imperfect correlation between the change in market value of the instruments held by a Portfolio and the price of the futures contract; (b) liquidity risks, including the possible absence of a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses (potentially unlimited) caused by unanticipated market movements; (d) an advisers inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that a counterparty will default in the performance of its obligations; (f) if a Portfolio has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Portfolio may have to sell securities at a time when it may be disadvantageous to do so; and (g) transaction costs associated with investments in futures contracts may be significant, which could cause or increase losses or reduce gains.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Interest Rate Risk: The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration.
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 leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money.
Mid-Cap Company Risk: The Portfolios investments in mid-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount.
Short Position Risk : A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Volatility Management Risk : The Manager from time to time employs various volatility management techniques, including the use of futures and options to manage equity exposure. The success of the Portfolios volatility management strategy will be subject to the Managers ability to correctly assess the degree of correlation between the performance of the relevant market index and the metrics used by the Manager to measure market volatility. Since the characteristics of many securities change as markets change or time passes, the success of the Portfolios volatility management strategy also will be subject to the Managers ability to continually recalculate, readjust, and execute volatility management techniques (such as options and futures transactions) in an efficient manner. In addition, because market conditions change, sometimes rapidly and unpredictably, the success of the volatility management strategy will be subject to the Managers ability to execute the strategy in a timely manner. Moreover, volatility management strategies may increase portfolio transaction costs, which could cause or increase losses or reduce gains. For a variety of reasons, the Manager may not seek to establish a perfect correlation between the relevant market index and the metrics that the Manager uses to measure market volatility. In addition, it is not possible to manage volatility fully or perfectly. Any one or more of these factors may prevent the Portfolio from achieving the intended volatility management or could cause the Portfolio to underperform or experience losses.
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Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year, five years and since inception through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
18.48% (2009 3rd Quarter) | 21.53% (2008 4th Quarter) |
Average Annual Total
Returns |
||||||||||||
One
Year |
Five
Years |
Since
Inception (September 15, 2006) |
||||||||||
EQ/Templeton Global Equity Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Templeton Global Equity Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Templeton Global Equity Portfolio Class K Shares |
% | % | % | |||||||||
MSCI World Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President
of FMG LLC |
May 2011 | ||
Alwi Chan, CFA ® |
Vice President of
FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio
Manager of FMG LLC |
May 2011 |
Adviser: Templeton Investment Counsel, LLC (Templeton)
Portfolio Manager: The Active Allocated Portion of the Portfolio is managed by:
Name | Title |
Date Began
Managing the Portfolio |
||
Cindy Sweeting, CFA |
Executive Vice President
and Director of Portfolio Management of Templeton |
February 2008 |
Adviser: BlackRock Investment Management, LLC (BlackRock)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Index Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director of
BlackRock |
May 2010 | ||
Christopher Bliss |
Managing Director
and Portfolio Manager of BlackRock |
May 2011 | ||
Jennifer Hsui |
Managing Director
and Portfolio Manager of BlackRock |
May 2011 | ||
Rachel M. Aguirre |
Director and
Portfolio Manager of BlackRock |
July 2011 | ||
Timothy Murray, CFA ® |
Director and
Portfolio Manager of BlackRock |
May 2012 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with Contracts issued by AXA Equitable Life
EQ Advisors Trust | About the investment portfolios | 131 |
Insurance Company (AXA Equitable), AXA Life and Annuity Company, other affiliated or unaffiliated insurance companies and to The AXA Equitable 401(k) Plan. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
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EQ/UBS Growth and Income Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve total return through capital appreciation with income as a secondary consideration.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/UBS Growth and Income Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.75% | 0.75% | 0.75% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waiver and/or Expense Reimbursement+ |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
1.05% | 1.05% | 0.80% |
+ | Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual 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 an annual rate of 1.05% for Class IA and IB shares and 0.80% for Class K shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 this Portfolio, large capitalization companies include those companies with market capitalization in excess of $5 billion at the time of investment. 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 equity securities that the Adviser believes provide opportunities for capital growth.
The Adviser utilizes an investment style that focuses on identifying discrepancies between a securitys fundamental value (i.e., the Advisers 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 companys management team, competitive advantage and core competencies. The Adviser then compares its assessment of a securitys 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.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a
EQ Advisors Trust | About the investment portfolios | 133 |
companys financial condition as well as general market, economic and political conditions.
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.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares have not commenced operations as of the date of this Prospectus. The performance information shown in the table below for Class K shares is the performance of the Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class K shares do not pay 12b-1 fees.
Class IA shares have not commenced operations. Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay any 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
19.44% (2009 2nd Quarter) | 26.24% (2008 4th 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 |
% | % | % | |||||||||
EQ/UBS Growth and Income Portfolio Class K Shares |
% | % | % | |||||||||
Russell 1000 Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: UBS Global Asset Management (Americas) Inc. UBS Global (AM)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||||
Thomas M. Cole, CFA ® |
Managing Director and Head of U.S. Equities of UBS Global (AM) | April 2005 | ||||
John C. Leonard, CFA ® |
Managing Director and Global Head of Equities of UBS Global (AM) | April 1998 | ||||
Thomas J. Digenan, CFA ® |
Managing Director and North American Equity Strategist of UBS Global (AM) | April 2005 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under
134 | About the investment portfolios | EQ Advisors Trust |
applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 135 |
EQ/Van Kampen Comstock Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve capital growth and income.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Van Kampen Comstock Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.65% | 0.65% | 0.65% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waiver and/or Expense Reimbursement+ |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
1.00% | 1.00% | 0.75% |
+ | Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual 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 an annual rate of 1.00% for Class IA and IB shares and 0.75% for Class K shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: Under normal market conditions, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in common stocks. The Portfolio may invest in issuers of any capitalization range. The Portfolio may invest in other types of equity securities.
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 invest up to 10% of its total assets in real estate investment trusts (REITs).
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Credit Risk: The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings.
136 | About the investment portfolios | EQ Advisors Trust |
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries.
Investment Style Risk: An Adviser may use a particular style or set of styles in this case value styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Value stocks are subject to the risks that notwithstanding that a stock is selling at a discount to a its perceived true worth, the market will never fully recognize their intrinsic value. In addition, there is the risk that a stock judged to be undervalued may actually be appropriately priced. They may also increase the volatility of the Portfolios share price.
Interest Rate Risk: The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration.
Investment Grade Securities Risk: Debt securities are rated by national bond ratings agencies. Securities rated BBB or higher by Standard & Poors Ratings Services (S&P) or Fitch Ratings Ltd. (Fitch) or Baa or higher by Moodys Investors Service, Inc. (Moodys) 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.
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.
Mid-Cap and Small-Cap Company Risk: A Portfolios investments in mid- and small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. In general, these risks are greater for small-capitalization companies than for mid-capitalization companies.
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 secured by interests in real estate (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
EQ Advisors Trust | About the investment portfolios | 137 |
Internal Revenue Code requirements in order to qualify for the tax-free pass through of income and net realized gains.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year, five years and since inception through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares have not commenced operations as of the date of this Prospectus. The performance information shown in the table below for Class K shares is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
19.12% (2009 3rd Quarter) | 23.30% (2008 4th Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Since
Inception (April 29, 2005) |
||||||||||
EQ/Van Kampen Comstock Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Van Kampen Comstock Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Van Kampen Comstock Portfolio Class K Shares |
% | % | % | |||||||||
Russell 1000 Value Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: Invesco Advisers, Inc. (Invesco)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Jason S. Leder |
Portfolio Manager of Invesco | April 2005 | ||
Kevin C. Holt |
Lead Portfolio Manager of Invesco | April 2005 | ||
Devin E. Armstrong |
Portfolio Manager of Invesco | July 2007 | ||
James N. Warwick |
Portfolio Manager of Invesco | July 2007 | ||
Matthew Seinsheimer |
Portfolio Manager of Invesco | June 2010 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
138 | About the investment portfolios | EQ Advisors Trust |
EQ/Wells Fargo Omega Growth Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve long-term capital growth.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Wells Fargo Omega Growth Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.65% | 0.65% | 0.65% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolio invests primarily in common stocks of U.S. companies across all market capitalizations. The Portfolio also may invest up to 25% of its total assets in foreign securities. 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 Advisers active style of portfolio management may lead to a high portfolio turnover, but will not limit the Advisers investment decisions.
The Adviser generally intends to sell a portfolio investment when the value of the investment reaches or exceeds the Advisers targeted value, when the Adviser believes the issuers fundamentals begin to deteriorate, or when the investment no longer appears to meet the Portfolios investment objective.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
EQ Advisors Trust | About the investment portfolios | 139 |
Investment Style Risk: An Adviser may use a particular style or set of styles in this case growth styles to select investments. Those styles may be out of favor or may not produce the best results over short or longer time periods. Growth stocks may be more sensitive to changes in current or expected earnings than the prices of other stocks. Growth investing also is subject to the risk that the stock price of one or more companies will fall or will fail to appreciate as anticipated, regardless of movements in the securities market. Growth stocks also tend to be more volatile than value stocks, so in a declining market their prices may decrease more than value stocks in general. They also may increase the volatility of the Portfolios share price.
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.
Mid-Cap and Small-Cap Company Risk: A Portfolios investments in mid- and small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. In general, these risks are greater for small-capitalization companies than for mid-capitalization companies.
Portfolio Turnover Risk: High portfolio turnover (generally, turnover, in excess of 100% in any given fiscal year) may result in increased transaction costs to a Portfolio, which may result in higher fund expenses and lower total return.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares have not commenced operations as of the date of this Prospectus. The performance information shown in the table below for Class K shares is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (October 2, 2002), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
16.56% (2003 2nd Quarter) | 19.31% (2008 4th Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Ten
Years |
||||||||||
EQ/Wells Fargo Omega Growth Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Wells Fargo Omega Growth Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Wells Fargo Omega Growth Portfolio Class K Shares |
% | % | % | |||||||||
Russell 3000 Growth Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: Wells Capital Management, Inc. (Wells Capital Management)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||||
Thomas J. Pence, CFA ® |
Portfolio Manager of
Wells Capital Management |
May 2010 | ||||
Michael T. Smith, CFA ® |
Portfolio Manager and
Investment Analyst of Wells Capital Management |
May 2010 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with Contracts issued by AXA Equitable Life
140 | About the investment portfolios | EQ Advisors Trust |
Insurance Company (AXA Equitable), AXA Life and Annuity Company, other affiliated or unaffiliated insurance companies and to The AXA Equitable 401(k) Plan. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 141 |
EQ/AllianceBernstein Short-Term Bond Portfolio Class IA, Class IB and Class K Shares
Investment Objective: The Portfolio seeks to achieve a balance of current income and capital appreciation, consistent with a prudent level of risk, by investing in a combination of long and short positions on debt securities, including U.S. Government securities and other debt securities included in the Barclays Capital Intermediate U.S. Government/Credit Index.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of
|
||||||||||||
EQ/AllianceBernstein Short-Term Bond
Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.45% | 0.45% | 0.45% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then redeem all of your shares at the end of those time periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expense remain the same. The Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in debt securities and financial instruments that derive their value from debt securities. Debt securities represent an issuers obligation to repay a loan of money that generally pays interest to the holder. Bonds, notes and debentures are examples of debt securities. Futures and options contracts on debt securities and shares of other investment companies that invest substantially all of their assets in debt securities are examples of financial instruments that derive their value from debt securities. The Portfolio will invest principally in investment grade debt securities ( i.e. , those debt securities that are rated at least BBB by Standard & Poors Ratings Services (S&P) or Fitch Ratings Ltd. (Fitch) or Baa by Moodys Investors Services, Inc. (Moodys)) and financial instruments that derive their value from such securities. The Portfolio may invest up to 15% of its net assets in illiquid securities.
The Portfolio generally is divided into two portions, one of which utilizes a passive investment index style focused on debt securities and a second of which utilizes futures and options to tactically manage the Portfolios duration based on the advisers expectation regarding interest rate movements. The combination of these strategies is intended to produce better risk-adjusted returns over time than investing exclusively in a passively managed portfolio of securities.
The sub-adviser (Adviser) generally allocates approximately 50% of the Portfolios net assets to a portion of the Portfolio (the Index Allocated Portion) that seeks to track the performance (before fees and expenses) of the Barclays Capital Intermediate U.S. Government/Credit Index (the Intermediate Government Credit Index) with minimal tracking error. This percentage may deviate from 0% to 100% of the Portfolios net assets depending on the Advisers projection of interest rate movements. The Intermediate Government Credit Index covers the U.S. dollar denominated, investment grade, fixed-rate, taxable bond market, including U.S. Treasury and government-related, corporate, credit and agency fixed-rate debt securities.
Generally, with respect to the Index Allocated Portion the Adviser will employ a stratified sample approach to build a portfolio whose broad characteristics match those of the Intermediate Government Credit Index. Individual securities holdings may differ from those of the Intermediate Government Credit Index, and the Index Allocated Portion may not track the performance of the Intermediate Government Credit Index perfectly due to Portfolio expenses and 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 Intermediate Government Credit Index are valued. The Index Allocated Portion also may invest in other instruments, such as futures and options contracts, that provide exposure to a fixed income securities index instead of investing directly in fixed income securities. In addition, the Adviser may invest the Portfolios assets in exchange-traded funds (ETFs) that seek to track a
142 | About the investment portfolios | EQ Advisors Trust |
fixed income securities index instead of investing directly in fixed income securities.
The other portion of the Portfolio invests in futures and options contracts, including contracts on individual securities or securities indices, and other strategies to manage the Portfolios exposure to the risk of losses on the Portfolios investments in debt securities due to changes in interest rates. In general, when interest rates rise, the value of the Portfolios debt securities will decline. Conversely, when interest rates decline, the value of the Portfolios debt securities generally will rise. During periods when the Adviser believes that interest rates are likely to rise, this portion of the Portfolio may implement strategies that are intended to reduce the Portfolios duration and, therefore, the risk of market losses from investing in bonds during a rising interest rate environment. Duration measures the sensitivity of the value of a bond or bond portfolio to changes in interest rates. Typically, a bond portfolio with a low (short) duration means that its value is less sensitive to interest rate changes, while a bond portfolio with a high (long) duration is more sensitive. It is anticipated that the Portfolios duration will be approximately equal to that of the Intermediate Government Credit Index during periods when the Adviser believes that interest rates will remain relatively stable or decrease. As of December 31, 2011, the duration of the Intermediate Government Credit Index was years. During periods when the Adviser believes that interest rates are likely to rise, it is anticipated that the Portfolio will decrease its duration, including at times to less than one year. The Portfolio may reduce its duration by using a variety of strategies, including selling its long futures positions, entering into short futures positions, or increasing cash levels, or a combination of all of these strategies. It is anticipated that this portion of the Portfolio generally will invest in futures contracts on debt securities issued by the U.S. government or its agencies or instrumentalities (which may be of any maturity) in connection with implementing its investment strategy, but this portion of the Portfolio also may invest in futures contracts on other types of fixed income securities or indexes. Although these strategies are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance, which may include periods when the Adviser believes that interest rates are likely to increase, but instead remain stable or decrease.
The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Credit Risk: The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings. Securities rated below investment grade ( e.g. , junk bonds) may include a substantial risk of default.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. The Portfolio also is subject to the risks associated with the securities in which the ETFs invest, as well as general
EQ Advisors Trust | About the investment portfolios | 143 |
investment risks, including market risk, issuer-specific risk, portfolio management risk, security risk and adviser selection risk. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Index Strategy Risk: A portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the portfolio may not invest in all of the securities in the index. Also, the portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the portfolios valuation procedures also may affect the portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Interest Rate Risk: The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration.
Investment Grade Securities Risk: Debt securities are rated by national bond ratings agencies. Securities rated BBB or higher by S&P or Fitch or Baa or higher by Moodys 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.
Leveraging Risk: When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions (such as futures and options investments), invests in collateral from securities loans or borrows money.
Liquidity Risk: The risk that certain investments may be difficult or impossible for a Portfolio to purchase or sell at an advantageous time or price or in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio.
Risks Related to Investments In Other Investment Companies: Investors in a Portfolio that invests in other investment companies (underlying portfolios) will indirectly bear fees and expenses charged by those underlying portfolios, in addition to the Portfolios direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. In addition, the Portfolios net asset value is subject to fluctuations in the net asset value of each underlying portfolio. The Portfolio is also subject to the risks associated with the securities in which the underlying portfolios invest, as well as general investment risks, including market risk, issuer-specific risk, portfolio management risk, security risk and adviser selection risk. The underlying investment companies 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 underlying portfolio at a time that is unfavorable to the Portfolio.
Short Sales Risk: A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect ( e.g., taking a short position in a futures contract). A short sale is the sale by a portfolio of a security that has been borrowed from a third party on the expectation that the market price will drop. If the price of the security rises, the Portfolio may have to cover short positions at a higher price than the short sale price, resulting in a loss. In addition, because a Portfolios 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.
Risk/Return Bar Chart and Table
The bar chart and table below illustrate the Portfolios annual total returns for the Portfolios first full calendar year of operations. The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing how the Portfolios average annual total returns for the past one year and since inception through December 31, 2011 compare to the returns of a broad-based market index. The inception date for the Portfolio is October 25, 2010. Past performance is not necessarily an indication of future performance. Prior to October 1, 2011, this Portfolio relied on the Managers use of a model to forecast interest rate changes.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
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Calendar Year Annual Total Return Class IA |
Best quarter (% and time period) | Worst quarter (% and time period) | |
% (2011 Quarter) | % (2011 Quarter) |
Average Annual Total Returns | ||||||||
One
Year |
Since
(October 25, 2010) |
|||||||
EQ/AllianceBernstein Short-Term Bond Portfolio Class IA Shares |
% | % | ||||||
EQ/AllianceBernstein Short-Term Bond Portfolio Class IB Shares |
% | % | ||||||
EQ/AllianceBernstein Short-Term Bond Portfolio Class K Shares |
% | % | ||||||
Bank of America Merrill Lynch 1-year U.S. Treasury Note Index |
% | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: AllianceBernstein, L.P. (AllianceBernstein)
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||||
Greg Wilensky |
Senior Vice President
and Portfolio Manager of AllianceBernstein |
June 2010 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with Contracts issued by AXA Equitable Life Insurance Company (AXA Equitable), AXA Life and Annuity Company, other affiliated or unaffiliated insurance companies and The AXA Equitable 401(k) Plan. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans, and to other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemptions requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most of all of which it intends to distribute annually and redemptions or exchange of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 145 |
EQ/AllianceBernstein Short-Term Government Bond Portfolio Class IA, Class IB and Class K Shares
Investment Objective: The Portfolio seeks to achieve a balance of current income and capital appreciation, consistent with a prudent level of risk, by investing in a combination of long and short positions on debt securities, including debt securities included in the Barclays Capital Intermediate U.S. Government Bond Index.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the
|
||||||||||||
EQ/AllianceBernstein Short-Term Government
Bond Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.45% | 0.45% | 0.45% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
| Based on estimated amounts for the current fiscal year. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then redeem all of your shares at the end of those time periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expense remain the same. The Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | |||||||
Class IA Shares |
$ | $ | ||||||
Class IB Shares |
$ | $ | ||||||
Class K Shares |
$ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Portfolios performance.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in debt securities issued by the U.S. Government and its agencies and instrumentalities and financial instruments that derive their value from such securities. Debt securities represent an issuers obligation to repay a loan of money that generally pays interest to the holder. Bonds, notes and debentures are examples of debt securities. Futures and options contracts on debt securities and shares of other investment companies that invest substantially all of their assets in debt securities are examples of financial instruments that derive their value from debt securities. The Portfolio may invest up to 15% of its net assets in illiquid securities.
The Portfolio generally is divided into two portions, one of which utilizes a passive investment index style focused on debt securities and a second of which utilizes futures and options to tactically manage the Portfolios duration based on the advisers expectation regarding interest rate movements. The combination of these strategies is intended to produce better risk-adjusted returns over time than investing exclusively in a passively managed portfolio of securities.
The sub-adviser (Adviser) generally allocates approximately 50% of the Portfolios net assets to a portion of the Portfolio (the Index Allocated Portion) that seeks to track the performance (before fees and expenses) of the Barclays Capital Intermediate U.S. Government Bond Index (the Intermediate Government Bond Index) with minimal tracking error. This percentage may deviate from 0% to 100% of the Portfolios net assets depending on the Advisers projection of interest rate movements. The Intermediate 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 from one to ten years and issue amounts of at least $250 million outstanding, which may include zero-coupon securities.
Generally, with respect to the Index Allocated Portion the Adviser will employ a stratified sample approach to build a portfolio whose broad characteristics match those of the Intermediate Government Bond Index. Individual securities holdings may differ from those of the Intermediate Government Bond Index, and the Index Allocated Portion may not track the performance of the Intermediate Government Bond Index perfectly due to Portfolio expenses and 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 Intermediate Government Bond Index are valued. The Index Allocated Portion also may invest in other instruments, such as futures and options contracts, that provide exposure to a fixed income securities index instead of investing directly in fixed income securities. In addition, the Adviser may invest the Portfolios assets in exchange-traded funds (ETFs) that seek to track a fixed income securities index instead of investing directly in fixed income securities.
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The other portion of the Portfolio invests in futures and options contracts, including contracts on individual securities or securities indices, and other strategies to manage the Portfolios exposure to the risk of losses on the Portfolios investments in debt securities due to changes in interest rates. In general, when interest rates rise, the value of the Portfolios debt securities will decline. Conversely, when interest rates decline, the value of the Portfolios debt securities generally will rise. During periods when the Adviser believes that interest rates are likely to rise, this portion of the Portfolio may implement strategies that are intended to reduce the Portfolios duration and, therefore, the risk of market losses from investing in bonds during a rising interest rate environment. Duration measures the sensitivity of the value of a bond or bond portfolio to changes in interest rates. Typically, a bond portfolio with a low (short) duration means that its value is less sensitive to interest rate changes, while a bond portfolio with a high (long) duration is more sensitive. It is anticipated that the Portfolios duration will be approximately equal to that of the Intermediate Government Bond Index during periods when the Adviser believes that interest rates will remain relatively stable or decrease. As of December 31, 2011, the duration of the Intermediate Government Bond Index was years. However, the Portfolios overall duration may range from 0 to 5 years. During periods when the Adviser believes that interest rates are likely to rise, it is anticipated that the Portfolio will decrease its duration, including at times to less than one year. The Portfolio may reduce its duration by using a variety of strategies, including selling its long futures positions, entering into short futures positions, or increasing cash levels, or a combination of all of these strategies. It is anticipated that this portion of the Portfolio generally will invest in futures contracts on debt securities issued by the U.S. government or its agencies or instrumentalities (which may be of any maturity) in connection with implementing its investment strategy, but this portion of the Portfolio also may invest in futures contracts on other types of fixed income securities or indexes. Although these strategies are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance, which may include periods when the Adviser believes that interest rates are likely to increase, but instead remain stable or decrease.
The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Credit Risk: The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings. Securities rated below investment grade ( e.g. , junk bonds) may include a substantial risk of default.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. The Portfolio also is subject to the risks associated with the securities in which the ETFs invest, as well as general investment risks, including market risk, issuer-specific risk, portfolio management risk, security risk and adviser selection risk. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and
EQ Advisors Trust | About the investment portfolios | 147 |
value of a Portfolios investment in the ETF could be substantially and adversely affected.
Index Strategy Risk: A portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the portfolio may not invest in all of the securities in the index. Also, the portfolios fees and expenses will reduce the portfolios returns, unlike those of the benchmark index. Cash flow into and out of the portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the portfolios valuation procedures also may affect the portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Interest Rate Risk: The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration.
Investment Grade Securities Risk: Debt securities are rated by national bond ratings agencies. Securities rated BBB or higher by S&P Ratings Services (S&P) or Fitch Ratings Ltd. (Fitch) or Baa or higher by Moodys Investors Service, Inc. (Moodys) 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.
Leveraging Risk: When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions (such as futures and options investments), invests in collateral from securities loans or borrows money.
Liquidity Risk: The risk that certain investments may be difficult or impossible for a Portfolio to purchase or sell at an advantageous time or price or in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio.
Short Sales Risk: A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect ( e.g., taking a short position in a futures contract). A short sale is the sale by a portfolio of a security that has been borrowed from a third party on the expectation that the market price will drop. If the price of the security rises, the Portfolio may have to cover short positions at a higher price than the short sale price, resulting in a loss. In addition, because a Portfolios 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.
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.
Risk/Return Bar Chart and Table
The Portfolio has not commenced operations as of the date of this Prospectus. Performance information will be available in the Prospectus after the Portfolio has been in operation for one full calendar year.
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: AllianceBernstein, L.P. (AllianceBernstein)
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||||
Greg Wilensky |
Senior Vice President and Portfolio Manager of AllianceBernstein |
June 2010 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with Contracts issued by AXA Equitable Life Insurance Company (AXA Equitable), AXA Life and Annuity Company, other affiliated or unaffiliated insurance companies and The AXA Equitable 401(k) Plan. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans, and to other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemptions requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most of all of which it intends to distribute annually and redemptions or exchange of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
148 | About the investment portfolios | EQ Advisors Trust |
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 149 |
EQ/Core Bond Index Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve a total return before expenses that approximates the total return performance of the Barclays Capital Intermediate U.S. Government/Credit Index (Intermediate Government Credit Index), including reinvestment of dividends, at a risk level consistent with that of the Intermediate Government Credit Index.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Core Bond Index Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.35% | 0.35% | 0.35% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 Intermediate Government Credit Index, which covers the U.S. dollar denominated, investment grade, fixed-rate, taxable bond market, including U.S. Treasury and government-related, corporate, credit and agency fixed-rate debt securities. The Manager also may invest up to [40%] of the Portfolios assets in exchange traded funds (ETFs) that invest in securities included in the Intermediate Government Credit Index.
In seeking to achieve the Portfolios investment objective, the Adviser will employ a stratified sample approach to build a portfolio whose broad characteristics match those of the Intermediate Government Credit Index. This strategy is commonly referred to as an indexing strategy. Individual securities holdings may differ from those of the Intermediate Government Credit Index, and the Portfolio may not track the performance of the Intermediate Government Credit Index perfectly due to expenses and 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 Intermediate Government Credit Index are valued.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Credit Risk: The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings.
Exchange Traded Funds: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given
150 | About the investment portfolios | EQ Advisors Trust |
time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Interest Rate Risk: The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration.
Investment Grade Securities Risk: Debt securities are rated by national bond ratings agencies. Securities rated BBB or higher by Standard & Poors Ratings Services (S&P) or Fitch Ratings Ltd. (Fitch) or Baa or higher by Moodys Investors Service, Inc. (Moodys) 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.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance. Prior to February 15, 2011 the Portfolio had a different investment objective and principal investment strategy.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (March 25, 2002), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter: (% and time period) | Worst quarter: (% and time period) | |
% ( Quarter) | 2.89% (2008 3rd Quarter) |
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 |
% | % | % | |||||||||
EQ/Core Bond Index Portfolio Class K Shares |
% | % | % | |||||||||
Barclays Capital Intermediate U.S. Government/Credit Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Manager: The members of the team that are jointly and primarily responsible for the management of the Portfolios ETF investments are:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP, CLU, ChFC |
Senior Vice President of FMG LLC |
June 2011 |
||
Alwi Chan, CFA ® |
Vice President of FMG LLC | June 2011 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC | June 2011 |
EQ Advisors Trust | About the investment portfolios | 151 |
Adviser: SSgA Funds Management, Inc. (SSgA FM)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||||
Mahesh Jayakumar |
Principal and Portfolio Manager of SSgA FM |
January 2012 | ||||
Michael Brunell |
Vice President of SSgA FM |
January 2009 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
152 | About the investment portfolios | EQ Advisors Trust |
EQ/Global Bond PLUS Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve capital growth and current income.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Global Bond PLUS Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.55% | 0.55% | 0.55% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolios assets normally are allocated among two 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) and one portion of the Portfolio seeks to track the performance of a particular index (Index Allocated Portion). Under normal circumstances, the Active Allocated Portion consists of approximately 25-35% of the Portfolios net assets and the Index Allocated Portion consists of approximately 65-75% of the Portfolios net assets. Approximately 10% of the Portfolios assets may be invested in exchange-traded funds (Underlying ETFs) that meet the investment criteria of the Portfolio. The Underlying ETFs in which the Portfolio may invest may be changed from time to time without notice or shareholder approval. 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. The Portfolio invests primarily in investment grade debt securities that are rated Baa or higher by Moodys Investor Service, Inc. (Moodys) or equivalently rated by Standard & Poors Ratings Services (S&P) or Fitch Ratings Ltd. (Fitch) or, if unrated, determined by the Adviser to be of comparable quality. The Portfolio normally invests in at least three countries and may invest in the securities of issuers in emerging markets.
The Active Allocated Portion generally maintains a dollar-weighted average maturity of 5 to 14 years and a duration of 3½ to 10 years. Maturity measures the average final payable dates of debt instruments. Duration measures the sensitivity of the value of a bond or bond portfolio to changes in interest rates. Typically, a bond portfolio with a low (short) duration means that its value is less sensitive to interest rate changes, while a bond portfolio with a high (long) duration is more sensitive.
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 Portions 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 Portions 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 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 may invest up to 5% of its total assets in debt securities that are rated below investment grade (or, if unrated, determined by the Adviser
EQ Advisors Trust | About the investment portfolios | 153 |
to the Active Allocated Portion to be of comparable quality). Such securities are often referred to as junk bonds.
The Index Allocated Portion of the Portfolio seeks to track the performance (before fees and expenses) of the Barclays Capital Intermediate U.S. Government/Credit Index (Intermediate Government Credit Index) with minimal tracking error. This strategy is commonly referred to as an indexing strategy. The Intermediate Government Credit Index covers the U.S. dollar denominated, investment grade, fixed-rate, taxable bond market, including U.S. Treasury and government-related, corporate, credit and agency fixed-rate debt securities.
The Adviser selects the Index Allocated Portions investments by a sampling strategy. Specifically, the Adviser invests in a representative sample of securities from each broad segment of the Intermediate Government Credit Index, such as government bonds and corporate issues that represent key index characteristics. The Index Allocated Portion also may invest in other instruments that provide comparable exposure to the index, such as futures and options contracts and other derivatives. 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.
The Portfolio may invest up to 30% of the Portfolios total assets in derivatives such as foreign currency forward contracts as a substitute for investing directly in securities or for hedging purposes. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Credit Risk : The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the
154 | About the investment portfolios | EQ Advisors Trust |
imposition of currency controls or other political developments in the U.S. or abroad.
Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries.
European Economic Risk: The European Unions (the EU) Economic and Monetary Union (the EMU) requires member countries to comply with restrictions on interest rates, deficits, debt levels, and inflation rates, and other factors, each of which may significantly impact every European country. The economies of EU member countries and their trading partners may be adversely affected by changes in the euros exchange rate, changes in EU or governmental regulations on trade, and the threat of default or default by an EU member country on its sovereign debt, which could negatively impact a Portfolios investments and cause it to lose money. Recently, the European financial markets have been negatively impacted by rising government debt levels; possible default on or restructuring of sovereign debt in several European countries, including Greece, Ireland, Italy, Portugal and Spain; and economic downturns. A European countrys default or debt restructuring would adversely affect the holders of the countrys debt and sellers of credit default swaps linked to the countrys creditworthiness and could negatively impact global markets more generally. Recent events in Europe have adversely affected the euros exchange rate and value and may continue to impact the economies of every European country.
Interest Rate Risk: The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration.
Investment Grade Securities Risk: Debt securities are rated by national bond ratings agencies. Securities rated BBB or higher by S&P or Fitch or Baa or higher by Moodys 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.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Junk Bonds or Lower Rated Securities Risk: Bonds rated below investment grade (i.e., BB by S&P or Fitch or Ba by Moodys) are speculative in nature and are subject to additional risk factors such as increased possibility of default, illiquidity of the security, and changes in value based on changes in interest rates. Junk bonds are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength.
Leveraging Risk: When a portfolio leverages its holdings, the value of an investment in that portfolio will be more volatile and all other risks will tend to be compounded. For example, a portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money.
Mortgage-Backed and Asset-Backed Securities Risk: The risk that the principal on mortgage- and asset-backed securities held by a Portfolio will be prepaid, which generally will reduce the yield and market value of these securities. 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 may increase the risk of default by borrowers and tend to extend the duration of these securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Portfolio that holds these types of securities may experience additional volatility and losses. This is known as extension risk. Moreover, declines in the credit quality of and defaults by the issuers of mortgage- and asset-backed securities or instability in the markets for such securities may affect the value and liquidity of such securities, which could result in losses to the Portfolio.
Portfolio Turnover Risk: High portfolio turnover (generally, turnover, in excess of 100% in any given fiscal year) may result in increased transaction costs to a Portfolio, which may result in higher fund expenses and lower total return.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year, five years and since inception through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which
EQ Advisors Trust | About the investment portfolios | 155 |
would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
9.57% (2008 1st Quarter) | 5.74% (2008 3rd Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Since
Inception (October 3, 2005) |
||||||||||
EQ/Global Bond PLUS Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Global Bond PLUS Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Global Bond PLUS Portfolio Class K Shares |
% | % | % | |||||||||
Bank of America Merrill Lynch Global Broad Market Index |
% | N/A | N/A |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President
of FMG LLC |
June 2011 | ||||
Alwi Chan, CFA ® |
Vice President of
FMG LLC |
June 2011 | ||||
Xavier Poutas, CFA ® |
Assistant Portfolio
Manager of FMG LLC |
June 2011 |
Adviser: First International Advisors, LLC (First International) and Wells Capital Management, Inc.
Portfolio Managers: The members of the team that are primarily responsible for the management of the Active Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Anthony Norris |
Chief Investment Officer,
Managing Director and Senior Portfolio Manager of First International |
May 2006 | ||
Peter Wilson |
Managing Director and
Senior Portfolio Manager of First International |
May 2006 |
Adviser: BlackRock Investment Management, LLC (BlackRock)
Portfolio Managers: The members of the team that are primarily responsible for the management of the Index Allocated Portion of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Scott Radell |
Portfolio Manager of BlackRock | June 2010 | ||
Karen Uyehara |
Director and Portfolio Manager
of BlackRock |
May 2011 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of
156 | About the investment portfolios | EQ Advisors Trust |
Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 157 |
EQ/Intermediate Government Bond Index Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve a total return before expenses that approximates the total return performance of the Barclays Capital Intermediate U.S. Government Bond Index (Intermediate Government Bond Index), including reinvestment of dividends, at a risk level consistent with that of the Intermediate Government Bond Index.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Intermediate Government Bond Index
Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.35% | 0.35% | 0.35% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolio normally invests at least 80% of its net assets, plus borrowings for investment purposes, in debt securities that are included in the Intermediate Government Bond Index, or other financial instruments that derive their value from those securities. The Intermediate 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 $250 million outstanding, which may include zero-coupon securities. The Manager may also invest up to [40%] of the Portfolios assets in exchange traded funds (ETFs) that invest in securities included in the Intermediate Government Bond Index.
In seeking to achieve the Portfolios investment objective, the Adviser will employ a stratified sample approach to build a portfolio whose broad characteristics match those of the Intermediate Government Bond Index. This strategy is commonly referred to as an indexing strategy. Individual securities holdings may differ from the Government Bond Index, and the Portfolio may not track the performance of the Intermediate Government Bond Index perfectly due to expenses and 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 Intermediate 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.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
158 | About the investment portfolios | EQ Advisors Trust |
Credit Risk: The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings.
Exchange Traded Funds: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Interest Rate Risk: The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration.
Investment Grade Securities Risk: Debt securities are rated by national bond ratings agencies. Securities rated BBB or higher by Standard & Poors Ratings Services (S&P) or Fitch Ratings Ltd. (Fitch) or Baa or higher by Moodys Investors Service, Inc. (Moodys) 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.
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.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance. Prior to February 15, 2011 the Portfolio had a different investment objective and investment strategy.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
% ( 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 |
% | % | % | |||||||||
EQ/Intermediate Government Bond Index Portfolio Class K Shares |
% | % | % | |||||||||
Barclays Capital Intermediate U.S. Government Bond Index |
% | % | % |
EQ Advisors Trust | About the investment portfolios | 159 |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Portfolios ETF investments are:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP, CLU, ChFC |
Senior Vice President of FMG LLC | June 2011 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC | June 2011 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC | June 2011 |
Adviser: SSgA Funds Management, Inc. (SSgA FM)
Portfolio Managers: The members of the team that are jointly and primarily responsible for the management of the Portfolio are:
Name | Title |
Date Began
Managing the Portfolio |
||
Mahesh Jayakumar |
Principal and Portfolio Manager of SSgA FM | January 2012 | ||
Michael Brunell |
Vice President of SSgA FM | January 2009 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
160 | About the investment portfolios | EQ Advisors Trust |
EQ/Money Market Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to obtain a high level of current income, preserve its assets and maintain liquidity.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Money Market Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
% | % | % | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 60 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 Federal Deposit Insurance Corporation (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 & Poors Ratings Services (S&P) or Prime-1 by Moodys Investors Service, Inc. (Moodys) or (ii) long term debt rated at least AA by S&P or Aa by Moodys;
|
commercial paper (rated at least A-1 by S&P or Prime-1 by Moodys or, if not rated, issued by domestic or foreign companies having outstanding debt securities rated at least AA by S&P or Aa by Moodys) 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 Moodys, as well as corporate debt obligations rated at least A by S&P or Moodys, provided the corporation also has outstanding an issue of commercial paper rated at least A-1 by S&P or Prime-1 by Moodys; |
|
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 Trusts 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.
It is not anticipated that any Portfolio affiliate will purchase any distressed assets from the Portfolio, make a capital infusion, enter into a
EQ Advisors Trust | About the investment portfolios | 161 |
capital support agreement or take other actions to prevent the per share value of the Portfolio from falling below $0.995.
The credit quality of the securities held by the Portfolio can change rapidly in certain market environments, and the default of a single holding could have the potential to cause significant NAV deterioration. The Portfolios NAV can be severely impacted by forced selling during periods of high redemption pressures and/or illiquid markets. In addition, the actions of a few large investors in the Portfolio may have a significant adverse effect on other shareholders.
As prevailing market conditions and the economic environment warrant, and at the discretion of the Portfolios Adviser, a percentage of the Portfolios total net assets may be un-invested. During such periods, un-invested assets will be held in cash in the Portfolios custody account. Cash assets held in the Portfolios custody account may be subject to credit and counterparty risk. Cash assets held in the Portfolios custody account are not income-generating and would impact the Portfolios current yield. Without limitation, such a strategy may be deemed advisable during periods where the interest rate on newly-issued U.S. Treasury securities is extremely low or where no interest rate is paid at all, or when Treasuries are in short supply, or due to a dislocation in the Treasury or broader fixed income markets.
A low-interest rate environment may prevent the Portfolio from providing a positive yield, cause the Portfolio to pay Portfolio expenses out of Portfolio assets or impair the Portfolios ability to maintain a stable $1.00 NAV. 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 Funds Management Group, LLC (FMG LLC or the Manager) may waive or cause to be waived fees owed by the Portfolio, in attempting to maintain a stable $1.00 NAV.
The Manager has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: An investment in the Portfolio is not guaranteed, is not a deposit of a bank and 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.
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.
Credit Risk: The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings.
Foreign Securities Risk: Investments in U.S. dollar denominated securities of foreign issuers or U.S. affiliates of foreign issuers may be subject to additional risks not faced by domestic issuers. These risks include political and economic risks, civil conflicts and war, greater volatility, expropriation and nationalization risks, imposition of taxes or other restrictions on payment of principal and interest and regulatory issues facing issuers in such foreign countries.
Interest Rate Risk: The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration.
Loan Participation and Assignments Risk: A Portfolios 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 the 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 free of risk. Despite the short maturities and high credit quality of a money market portfolios investments, increases in interest rates and deteriorations in the credit quality of the instruments the portfolio has purchased may reduce the portfolios yield and can cause the price of a money market security to decrease. In addition, a money market portfolio is subject to the risk that the value of an investment may be eroded over time by inflation.
Mortgage-Backed and Asset-Backed Securities Risk: The risk that the principal on mortgage- and asset-backed securities held by a Portfolio will be prepaid, which generally will reduce the yield and market value of these securities. 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 may increase the risk of default by borrowers and tend to extend the duration of these securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Portfolio that holds these types of securities may experience additional volatility and losses. This is known as extension risk. Moreover, declines in the credit quality of and defaults by the issuers of mortgage- and asset-backed securities or instability in the markets for such securities may affect the value and liquidity of such securities, which could result in losses to the Portfolio.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios
162 | About the investment portfolios | EQ Advisors Trust |
performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares have not commenced operations prior to the date of this Prospectus. The performance information shown in the table below for Class K shares is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
% ( Quarter) | 0.00% (2010 4th Quarter) | |
The Portfolios 7-day yield for the quarter ended December 31, 2010 was 0.00% and the effective yield was 0.00%. |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Ten
Years |
||||||||||
EQ/Money Market Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/Money Market Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/Money Market Portfolio Class K Shares |
% | % | % | |||||||||
Bank of America Merrill Lynch 3-Month Treasury Bill Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: The Dreyfus Corporation (Dreyfus)
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 163 |
EQ/PIMCO Ultra Short Bond Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to generate a return in excess of traditional money market products while maintaining an emphasis on preservation of capital and liquidity.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/PIMCO Ultra Short Bond Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
% | % | % | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolio invests at least 80% of its net assets in a diversified portfolio of fixed income Instruments of varying maturities, which may be represented by forwards or derivatives such as options, futures contracts or swap agreements. The Portfolio may invest in investment grade U.S. dollar denominated securities of U.S. issuers that are rated Baa or higher by Moodys Investors Service, Inc. (Moodys), or equivalently rated by Standard & Poors Ratings Services (S&P) or Fitch Ratings Ltd. (Fitch), or, if unrated, determined by the Adviser to be of comparable quality. The Portfolio invests in a variety of fixed income investments, including securities issued or guaranteed by the U.S. Government, its agencies or government-sponsored enterprises (U.S. Government Securities); corporate debt securities of U.S. issuers, including corporate commercial paper; mortgage-backed and other asset-backed securities; loan participations and assignments. The Adviser will seek to add value by emphasizing market sectors and individual securities that, based on historical yield relationships represent an attractive valuation. The average portfolio duration of this Portfolio will vary based on the Advisers forecast for interest rates and will normally not exceed one year.
The Portfolio may invest up to 100% of its total assets in derivatives. The Portfolio intends to use derivatives for a variety of purposes, including as a substitute for investing directly in securities, as a hedge against interest rate risk and to attempt to enhance returns. The Portfolios investments in derivatives transactions may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolios investments in derivatives may require it to maintain a percentage of its assets in cash and cash equivalent instruments to serve as margin or collateral for the Portfolios obligations under derivative transactions.
The Portfolio may also invest up to 10% of its total assets in preferred and common stocks. The Adviser may sell a security for a variety of reasons, including to invest in a company believed to offer superior investment opportunities. lf a security is downgraded, the Adviser will reevaluate the holding to determine what action, including the sale of such security, is in the best interest of investors. The Portfolio may engage in active and frequent trading of portfolio securities to achieve its investment objective.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
164 | About the investment portfolios | EQ Advisors Trust |
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Credit Risk: The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Interest Rate Risk: The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration.
Investment Grade Securities Risk: Debt securities are rated by national bond ratings agencies. Securities rated BBB or higher by S&P or Fitch or Baa or higher by Moodys 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.
Leveraging Risk: When a portfolio leverages its holdings, the value of an investment in that portfolio will be more volatile and all other risks will tend to be compounded. For example, a portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money.
Loan Participation and Assignments Risk: A Portfolios 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 the Portfolio could be held liable as a co-lender.
Mortgage-Backed and Asset-Backed Securities Risk: The risk that the principal on mortgage- and asset-backed securities held by a Portfolio will be prepaid, which generally will reduce the yield and market value of these securities. 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 may increase the risk of default by borrowers and tend to extend the duration of these securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Portfolio that holds these types of securities may experience additional volatility and losses. This is known as extension risk. Moreover, declines in the credit quality of and defaults by the issuers of mortgage- and asset-backed securities or instability in the markets for such securities may affect the value and liquidity of such securities, which could result in losses to the Portfolio.
Portfolio Turnover Risk: High portfolio turnover (generally, turnover, in excess of 100% in any given fiscal year) may result in increased transaction costs to a Portfolio, which may result in higher fund expenses and lower total return.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year, five years and since inception through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
For periods prior to the date Class IA shares commenced operations (March 30, 2007), Class IA share performance information shown in the table below is the performance of Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
EQ Advisors Trust | About the investment portfolios | 165 |
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
5.91% (2007 4th Quarter) | 5.22% (2008 3rd Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Since Inception
(January 24, 2002) |
||||||||||
EQ/PIMCO Ultra Short Bond Portfolio Class IA Shares |
% | % | % | |||||||||
EQ/PIMCO Ultra Short Bond Portfolio Class IB Shares |
% | % | % | |||||||||
EQ/PIMCO Ultra Short Bond Portfolio Class K Shares |
% | % | % | |||||||||
Bank of America Merrill Lynch 3-Month Treasury Bill Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Adviser: Pacific Investment Management Company, LLC. (PIMCO)
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||||
Jerome Schneider |
Executive Vice President PIMCO | January 2011 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
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EQ/Quality Bond PLUS Portfolio Class IA, Class IB and Class K Shares
Investment Objective: Seeks to achieve high current income consistent with moderate risk to capital.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/Quality Bond PLUS Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.40% | 0.40% | 0.40% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waiver and/or Expense Reimbursement |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
0.85% | 0.85% | 0.60% |
| Expenses have been restated to reflect current fees. |
| Based on estimated amounts for the current fiscal year. |
| Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual operating expenses (including Acquired Fund Fees and Expenses) of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses, and extraordinary expenses) do not exceed an annual rate of 0.85% for Class IA and IB shares and 0.60% for Class K shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same and that the expense limitation agreement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in debt securities. For this Portfolio, debt securities include direct and indirect investments in debt securities and investments in other investment companies and financial instruments that derive their value from such securities. The Portfolio invests primarily (either directly or indirectly through other investments) in securities, including government, corporate and agency mortgage- and asset-backed securities, that are rated investment grade at the time of purchase ( i.e., at least Baa by Moodys Investors Service, Inc. (Moodys) or BBB by Standard & Poors Ratings Services (S&P) or Fitch Ratings Ltd. (Fitch)), or if 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 (Moodys or 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 may engage in active and frequent trading of portfolio securities to achieve its investment objective.
The Portfolios assets normally are allocated among two portions, each of which is managed using a different but complementary investment strategy. One portion of the Portfolio is actively managed by an Adviser (Active Allocated Portion) and one portion of the Portfolio may invest in one or more other investment companies (Fund of Funds Portion). Under normal circumstances, the Active Allocated Portion consists of approximately 25-35% of the Portfolios net assets and the Fund of Funds Portion consists of approximately 65-75% of the Portfolios net assets. Approximately 10% of the Portfolios assets may be invested in exchange-traded funds (Underlying ETFs) that meet the investment criteria of the Portfolio. The Underlying ETFs in which the Portfolio may invest may be changed from time to time without notice or shareholder approval.
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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. Government obligations) and preferred stocks in order to reflect the Advisers 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 Fund of Funds Portion may invest in one or more other mutual funds managed by AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) that invest their assets in debt securities and other financial instruments and securities that derive their value from debt securities (Underlying Portfolios). The Underlying Portfolios are fixed-income securities portfolios that either (i) seek to track a fixed-income securities benchmark index (before deduction of fees and expenses) (this strategy is also known as an indexing strategy) or (ii) invest in securities included in a fixed-income securities benchmark index and use futures and options contracts to adjust the Underlying Portfolios overall duration to seek to hedge the risk of investing in a portfolio of debt securities during periods when interest rates may increase. The Underlying Portfolios in which the Fund of Funds 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 Portfolios held by the Fund of Funds Portion.
An Underlying Portfolios investments in derivatives may be deemed to involve the use of leverage because the Underlying Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Underlying Portfolios gain or loss.
Your investment in the Portfolio will be subject to the risks associated with the securities and instruments in which the Underlying Portfolios may invest in direct proportion to the Fund of Funds Portions investments in such securities and instruments through the Underlying Portfolios.
The Manager has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager is responsible for overseeing Advisers and recommending their hiring, termination and replacement to the Board of Trustees.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
Affiliated Portfolio Risk. In managing a Portfolio that invests in Underlying Portfolios, the Manager will have the authority to select and substitute the Underlying Portfolios. The Manager may be subject to potential conflicts of interest in allocating the Portfolios assets among the various Underlying Portfolios 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, administering, and with respect to certain Underlying Portfolios, its affiliates are responsible for sub-advising, the Underlying Portfolios.
Convertible Securities Risk: 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 securitys governing instrument, which may be different than the current market price of the security. 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 a Portfolio in convertible debt securities may not be subject to any ratings restrictions, although in such cases the Portfolios Adviser will consider such ratings, and any changes in such ratings, in its determination of whether the Portfolio should invest in and/or continue to hold the securities. Convertible securities are subject to interest rate risk and credit risk and are often lower-quality securities.
Credit Risk: The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve
168 | About the investment portfolios | EQ Advisors Trust |
transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries.
Index Strategy Risk: An Underlying Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a Portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the portfolios returns, unlike those of the benchmark index. Cash flow into and out of the portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Interest Rate Risk: The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration.
Investment Grade Securities Risk: Debt securities are rated by national bond ratings agencies. Securities rated BBB or higher by S&P or Fitch or Baa or higher by Moodys 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.
Leveraging Risk: When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions (such as futures and options investments), invests in collateral from securities loans or borrows money.
Liquidity Risk: The risk that certain investments may be difficult or impossible for a Portfolio to purchase or sell at an advantageous time or price or in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio.
Mortgage-Backed and Asset-Backed Securities Risk: The risk that the principal on mortgage- and asset-backed securities held by a Portfolio will be prepaid, which generally will reduce the yield and market value of these securities. 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 may increase the risk of default by borrowers and tend to extend the duration of these securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Portfolio that holds these types of securities may experience additional volatility and losses. This is known as extension risk. Moreover, declines in the credit quality of and defaults by the issuers of mortgage- and asset-backed securities or instability in the markets for such securities may affect the value and liquidity of such securities, which could result in losses to the Portfolio.
Portfolio Turnover Risk: High portfolio turnover (generally, turnover, in excess of 100% in any given fiscal year) may result in increased transaction costs to a Portfolio, which may result in higher fund expenses and lower total return.
Risks of Investing in Other Investment Companies: A Portfolio that invests in Underlying Portfolios will indirectly bear fees and expenses charged by those Underlying Portfolios, in addition to the Portfolios direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. In addition, the Portfolios net asset value is subject to fluctuations in the net asset value of each Underlying Portfolio. The Portfolio is also subject to the risks associated with the securities in which the Underlying Portfolios invest. The Portfolio and the Underlying Portfolios are subject to certain general investment risks, including market risk, issuer-specific risk,
EQ Advisors Trust | About the investment portfolios | 169 |
investment style risk and portfolio management risk. In addition, to the extent a Portfolio invests in Underlying Portfolios that invest in equity securities, fixed income securities and/or foreign securities, the Portfolio is subject to the risks associated with investing in such securities such as equity risk, market capitalization risk, investment grade securities risk, interest rate risk, credit/default risk, foreign investing and emerging markets securities risk and lower-rated securities risk. The Underlying Portfolios 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 Underlying Portfolio at a time that is unfavorable to the Portfolio.
Short Sales Risk: An Underlying Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A short sale is the sale by a portfolio of a security that has been borrowed from a third party on the expectation that the market price will drop. If the price of the security rises, the Portfolio may have to cover short positions at a higher price than the short sale price, resulting in a loss. In addition, because a Portfolios 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.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares have not commenced operations as of the date of this Prospectus. The performance information shown in the table below for Class K shares is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
% ( Quarter) | 3.44% (2008 3rd Quarter) |
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 |
% | % | % | |||||||||
EQ/Quality Bond PLUS Portfolio Class K Shares |
% | % | % | |||||||||
Barclays Capital Intermediate U.S. Government/Credit Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Manager: The Fund of Funds Allocated Portion of the Portfolio is managed by:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP, CLU, ChFC |
Senior Vice President of FMG LLC | December 2008 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC | May 2011 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC | May 2011 |
Adviser: AllianceBernstein L.P. (AllianceBernstein)
Portfolio Manager: The Active Allocated Portion of the Portfolio is managed by:
Name | Title |
Date Began
Managing the Portfolio |
||
Greg Wilensky |
Senior Vice President and Portfolio Manager of AllianceBernstein | November 2007 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
170 | About the investment portfolios | EQ Advisors Trust |
TAX INFORMATION
The Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investments. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 171 |
2. More information on fees and expenses
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 Portfolios average daily net assets) that the Manager received in 2011 for managing each of the Portfolios included in the table and the rate of the management fees waived by the Manager in 2011 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 2011
Portfolios |
Annual
Rate Received |
Rate of Fees
Waived and Expenses Reimbursed |
||||||
EQ/AllianceBernstein Small Cap Growth |
% | N/A | ||||||
EQ/AllianceBernstein Dynamic Wealth Strategies |
% | % | ||||||
EQ/AllianceBernstein Short-Duration Bond |
% | % | ||||||
EQ/AllianceBernstein Short-Duration Government |
% | % | ||||||
EQ/AXA Franklin Small Cap Value Core |
0.70% | 0.00% | ||||||
EQ/BlackRock Basic Value Equity |
% | N/A | ||||||
EQ/Boston Advisors Equity Income |
0.75% | % | ||||||
EQ/Calvert Socially Responsible |
0.50% | 0.00% | ||||||
EQ/Capital Guardian Research |
0.64% | % | ||||||
EQ/Common Stock Index |
0.35% | N/A | ||||||
EQ/Core Bond Index |
0.35% | N/A | ||||||
EQ/Davis New York Venture |
0.85% | N/A | ||||||
EQ/Equity 500 Index |
0.25% | N/A | ||||||
EQ/Equity Growth PLUS |
0.50% | 0.00% | ||||||
EQ/Franklin Core Balanced |
0.65% | 0.00% | ||||||
EQ/GAMCO Mergers and Acquisitions |
0.90% | N/A | ||||||
EQ/GAMCO Small Company Value |
% | N/A | ||||||
EQ/Global Bond PLUS |
0.55% | N/A | ||||||
EQ/Global Multi-Sector Equity |
% | N/A | ||||||
EQ/Intermediate Government
|
0.35% | N/A | ||||||
EQ/International Core PLUS |
0.60% | 0.00% | ||||||
EQ/International Equity Index |
% | 0.00% | ||||||
EQ/International Value PLUS |
% | 0.00% | ||||||
EQ/JPMorgan Value Opportunities |
0.60% | 0.00% | ||||||
EQ/Large Cap Core PLUS |
0.50% | 0.00% | ||||||
EQ/Large Cap Growth Index |
0.35% | N/A | ||||||
EQ/Large Cap Growth PLUS |
0.50% | 0.00% | ||||||
EQ/Large Cap Value Index |
0.35% | N/A | ||||||
EQ/Large Cap Value PLUS |
% | 0.00% | ||||||
EQ/Lord Abbett Large Cap Core |
0.65% | % | ||||||
EQ/MFS International Growth |
0.85% | N/A | ||||||
EQ/Mid Cap Index |
0.35% | N/A | ||||||
EQ/Mid Cap Value PLUS |
0.55% | 0.00% | ||||||
EQ/Money Market |
% | N/A | ||||||
EQ/Montag & Caldwell Growth |
0.75% | 0.00% | ||||||
EQ/Morgan Stanley Mid Cap Growth |
0.70% | 0.00% | ||||||
EQ/Mutual Large Cap Equity |
0.70% | 0.00% | ||||||
EQ/Oppenheimer Global |
0.95% | 0.00% | ||||||
EQ/PIMCO Ultra Short Bond |
% | 0.00% | ||||||
EQ/Quality Bond PLUS |
0.40% | % | ||||||
EQ/Small Company Index |
0.25% | N/A | ||||||
EQ/T. Rowe Price Growth Stock |
% | 0.00% | ||||||
EQ/Templeton Global Equity |
0.70% | 0.00% | ||||||
EQ/UBS Growth and Income |
0.75% | % | ||||||
EQ/Van Kampen Comstock |
0.65% | % | ||||||
EQ/Wells Fargo Omega Growth |
0.65% | 0.00% |
| The Manager agreed to reduce the contractual management fees for the Portfolio. |
The following tables show the current contractual rate of the management fees (as a percentage of the Portfolios average daily net assets) payable by the Portfolios listed in the tables.
Portfolio |
First
$2 Billion |
Next
$1 Billion |
Next
$3 Billion |
Next
$5 Billion |
Thereafter |
|||||||||||||||
EQ/International Value PLUS |
0.600% | 0.550% | 0.525% | 0.500% | 0.475% |
| Effective February 1, 2011. |
Portfolio |
First
$4 Billion |
Thereafter | ||||||
EQ/Calvert Socially Responsible |
0.500% | 0.490% |
| Effective September 1, 2011. From August 1, 2011 through September 1, 2011, the Portfolio paid a management fee at the rate of 0.500% of average daily net assets. |
Portfolio |
First
$4 Billion |
Thereafter | ||||||
EQ/Common Stock Index |
0.350% | 0.340% | ||||||
EQ/Core Bond Index |
0.350% | 0.340% | ||||||
EQ/Equity 500 Index |
0.250% | 0.240% | ||||||
EQ/Intermediate Government Index |
0.350% | 0.340% | ||||||
EQ/Large Cap Growth Index |
0.350% | 0.340% | ||||||
EQ/Large Cap Value Index |
0.350% | 0.340% | ||||||
EQ/International Equity Index |
0.400% | 0.390% | ||||||
EQ/Mid Cap Index |
0.350% | 0.340% | ||||||
EQ/Small Company Index |
0.250% | 0.240% |
| Effective September 1, 2011. |
Portfolio |
First
$2 Billion |
Next
$2 Billion |
Thereafter | |||||||||
EQ/AllianceBernstein Short-Term Bond |
0.450% | 0.430% | 0.410% | |||||||||
EQ/AllianceBernstein Short-Term Government Bond ,* |
0.450% | 0.430% | 0.410% |
| Effective October 1, 2011. |
* | The Portfolio has not yet commenced operations. |
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The EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio has not operated for a full fiscal year. The contractual rate of the management fee (as a percentage of the Portfolios average daily net assets) payable by the Portfolio is:
Portfolios |
First
$1 billion |
Next
$1 Billion |
Next
$3 Billion |
Next
$5 Billion |
Thereafter | |||||||||||||||
EQ/AllianceBernstein Dynamic Wealth Strategies |
0.750 | % | 0.700 | % | 0.675 | % | 0.650 | % | 0.625 | % |
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.
FMG LLC also currently serves as the Administrator of the Trust. The administrative services provided to the Trust by FMG LLC include, among others, coordination of the Trusts 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 Trusts proxy voting policies and procedures and anti-money laundering program. For administrative services, in addition to the management fee, each Portfolio, except the PLUS Portfolios and certain other excluded Portfolios, pays FMG LLC an annual fee of $30,000 plus its proportionate share of an asset-based administration fee for the Trust. The Trusts 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/AllianceBernstein Dynamic Wealth Strategies Portfolio, EQ/Franklin Templeton Allocation Portfolio, the Strategic Allocation Portfolios, the AXA Tactical Manager Portfolios, the EQ/Franklin Core Balanced Portfolio, the EQ/AXA Franklin Small Cap Value Core Portfolio, the EQ/Mutual Large Cap Equity Portfolio, the EQ/Templeton Global Equity Portfolio, the EQ/Global Multi-Sector Equity Portfolio, and the EQ/Equity Growth PLUS, EQ/International Core PLUS, EQ/International Value PLUS, EQ/Large Cap Core PLUS Portfolio, EQ/Large Cap Growth PLUS, EQ/Large Cap Value PLUS, EQ/Mid Cap Value PLUS, EQ/Global Bond PLUS Portfolio, and EQ/Quality Bond PLUS Portfolio (the PLUS Portfolios). Each of the EQ/Franklin Core Balanced, the EQ/Mutual Large Cap Equity, the EQ/AXA Franklin Small Cap Value Core, the EQ/Templeton Global Equity, the EQ/Global Multi-Sector Equity and the PLUS Portfolios pays FMG LLC an annual fee of $32,500, plus its proportionate share of an asset-based administration fee for these Portfolios, which is equal to an annual rate of 0.15% of the first $20 billion of the Portfolios aggregate average daily net assets, 0.125% of the next $5 billion of the Portfolios aggregate average daily net assets, and 0.10% on the Portfolios aggregate average daily net assets thereafter, and an additional $32,500 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). The fees payable by the remaining excluded Portfolios ( i.e ., the All Asset Allocation Portfolio, the EQ/Franklin Templeton Allocation Portfolio, the Strategic Allocation Portfolios, and the AXA Tactical Manager Portfolios) are described in their respective prospectuses.
A discussion of the basis for the decision by the Trusts Board of Trustees to approve the investment management and advisory agreements with respect to the Portfolios is available in the Trusts Semi-Annual or Annual Reports to Shareholders for the periods ended June 30 and December 31.
In the interest of limiting through April 30,
2013 (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, dividend and interest expenses on
securities sold short, other expenditures that are capitalized in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course of each Portfolios business) do not exceed the
Expense Limitation Provisions
Total Expenses Limited to
(% of daily net assets) |
||||||||||||
Portfolios |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
EQ/AllianceBernstein Dynamic Wealth Strategies |
1.20% | 1.20% | 0.95% | |||||||||
EQ/AllianceBernstein Short-Term Bond |
0.90% | 0.90% | 0.65% | |||||||||
EQ/AllianceBernstein Short-Term Government Bond |
0.90% | 0.90% | 0.65% | |||||||||
EQ/AXA Franklin Small Cap Value Core |
1.30% | 1.30% | 1.05% | |||||||||
EQ/Boston Advisors Equity Income |
1.05% | 1.05% | 0.80% | |||||||||
EQ/Calvert Socially Responsible |
1.15% | 1.15% | 0.90% | |||||||||
EQ/Capital Guardian Research |
0.97% | 0.97% | 0.72% | |||||||||
EQ/Equity Growth PLUS |
1.00% | 1.00% | 0.75% | |||||||||
EQ/Franklin Core Balanced |
1.30% | 1.30% | 1.05% | |||||||||
EQ/International Core PLUS |
1.10% | 1.10% | 0.85% | |||||||||
EQ/International Value PLUS |
1.10% | 1.10% | 0.85% | |||||||||
EQ/JPMorgan Value Opportunities |
1.00% | 1.00% | 0.75% | |||||||||
EQ/Large Cap Core PLUS |
1.00% | 1.00% | 0.75% | |||||||||
EQ/Large Cap Growth PLUS |
1.00% | 1.00% | 0.75% |
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Total Expenses Limited to
(% of daily net assets) |
||||||||||||
Portfolios |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
EQ/Large Cap Value PLUS |
1.00% | 1.00% | 0.75% | |||||||||
EQ/Lord Abbett Large Cap Core |
1.00% | 1.00% | 0.75% | |||||||||
EQ/Mid Cap Value PLUS |
1.05% | 1.05% | 0.80% | |||||||||
EQ/Montag & Caldwell Growth |
1.20% | 1.20% | 0.95% | |||||||||
EQ/Morgan Stanley Mid Cap Growth |
1.10% | 1.10% | 0.85% | |||||||||
EQ/Mutual Large Cap Equity |
1.30% | 1.30% | 1.05% | |||||||||
EQ/Oppenheimer Global |
1.35% | 1.35% | 1.10% | |||||||||
EQ/PIMCO Ultra Short Bond |
0.95% | 0.95% | 0.70% | |||||||||
EQ/Quality Bond PLUS* |
0.85% | 0.85% | 0.60% | |||||||||
EQ/ T.Rowe Price Growth Stock |
1.20% | 1.20% | 0.95% | |||||||||
EQ/Templeton Global Equity |
1.35% | 1.35% | 1.10% | |||||||||
EQ/UBS Growth and Income |
1.05% | 1.05% | 0.80% | |||||||||
EQ/Van Kampen Comstock |
1.00% | 1.00% | 0.75% | |||||||||
EQ/Wells Fargo Omega Growth |
1.15% | 1.15% | 0.90% |
* | Pursuant to the Expense Limitation Agreement, this Portfolios total annual operating expenses include the fees and expenses of other investment companies in which the Portfolio invests. |
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 Portfolios expense ratio and such reimbursements do not exceed the Portfolios 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.
Certain Portfolios pay brokerage commissions, a portion of which may be used to reduce the Portfolios expenses. Including this reduction, the Total Annual Portfolio Operating Expenses for the Portfolios listed below would be:
Total Annual Portfolio
Operating Expenses |
||||||||||||
Portfolios | Class IA | Class IB | Class K | |||||||||
EQ/BlackRock Basic Value Equity |
% | % | % | |||||||||
EQ/GAMCO Mergers and Acquisitions |
% | % | % | |||||||||
EQ/GAMCO Small Company Value |
% | % | % | |||||||||
EQ/Large Cap Value Index |
% | % | % | |||||||||
EQ/Lord Abbett Large Cap Core |
% | % | % | |||||||||
EQ/Mid Cap Index |
% | % | % | |||||||||
EQ/Mid Cap Value PLUS |
% | % | % | |||||||||
EQ/Montag & Caldwell Growth |
% | % | % | |||||||||
EQ/Morgan Stanley Mid Cap Growth |
% | % | % | |||||||||
EQ/UBS Growth and Income |
% | % | % | |||||||||
EQ/Van Kampen Comstock |
% | % | % | |||||||||
EQ/Wells Fargo Omega Growth |
% | % | % |
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3. More information on strategies, risks and benchmarks
Changes in Investment Objectives and Principal Investment Strategies
As described in this Prospectus, each Portfolio has its own investment objective(s), policies and strategies. There is no assurance that a Portfolio will achieve its investment objective. The investment objective of each Portfolio may be changed without shareholder approval. Except as otherwise noted, the investment policies and strategies of a Portfolio are not fundamental policies and may be changed without a shareholder vote. In addition, to the extent a Portfolio is new or is undergoing a transition (such as a rebalancing) or takes a temporary defense position, it may not be pursuing its investment objective or execute its principal investment strategies.
80% Policies
Each of the following Portfolios has a policy that it will invest at least 80% of its net assets, plus borrowings for investment purposes, in a particular type of investment connoted by its name (or former name in the case of certain of the Portfolios that have undergone a name change), as described in the section of the Prospectus entitled About the Investment Portfolios: EQ/AllianceBernstein Small Cap Growth Portfolio, EQ/AllianceBernstein Short-Term Bond Portfolio, EQ/AllianceBernstein Short-Term Government Bond Portfolio, EQ/AXA Franklin Small Cap Value Core Portfolio, EQ/BlackRock Basic Value Equity Portfolio, EQ/Boston Advisors Equity Income Portfolio, EQ/Common Stock Index Portfolio, EQ/Equity 500 Index Portfolio, EQ/Equity Growth PLUS Portfolio, EQ/GAMCO Small Company Value Portfolio, EQ/Global Multi-Sector Equity Portfolio, EQ/International Value PLUS Portfolio, EQ/International Equity Index Portfolio, EQ/Large Cap Core 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, EQ/Lord Abbett Large Cap Core Portfolio, EQ/Mid Cap Index Portfolio, EQ/Mid Cap Value PLUS Portfolio, EQ/Morgan Stanley Mid Cap Growth Portfolio, EQ/Mutual Large Cap Equity Portfolio, EQ/Small Company Index Portfolio, EQ/T. Rowe Price Growth Stock Portfolio, EQ/Templeton Global Equity Portfolio, EQ/Van Kampen Comstock Portfolio EQ/Core Bond Index Portfolio, EQ/Global Bond PLUS Portfolio, EQ/Intermediate Government Bond Index Portfolio, EQ/PIMCO Ultra Short Bond Portfolio and EQ/Quality Bond PLUS Portfolio. Each such policy is subject to change only upon at least sixty (60) days prior notice to shareholders of the affected Portfolio.
Indexing Strategies
As discussed in this Prospectus, certain Portfolios (or portions thereof) seek to track the total return performance (before fees and expenses) of a particular index. The following provides additional information regarding the management strategies employed by the Advisers of these Portfolios in pursuing these objectives.
EQ/AXA Franklin Small Cap Value Core Portfolio, EQ/Franklin Core Balanced Portfolio, EQ/Global Multi-Sector Equity Portfolio, EQ/Mutual Large Cap Equity Portfolio and EQ/Templeton Global Equity Portfolio (together, the PACTIVE Portfolios), each of the PLUS Portfolios (except EQ/Quality Bond PLUS Portfolio), EQ/Calvert Socially Responsible Portfolio, EQ/Common Stock Index Portfolio, EQ/Equity 500 Index Portfolio, EQ/International Equity Index Portfolio, EQ/Large Cap Growth Index Portfolio, EQ/Large Cap Value Index Portfolio, EQ/Mid Cap Index Portfolio, EQ/Small Company Index Portfolio, EQ/Core Bond Index, and EQ/Intermediate Government Bond Index Portfolio.
The Adviser to a Portfolio or portion thereof that seeks to track the total return performance (before fees and expenses) of a particular index does not utilize customary economic, financial or market analyses or other traditional investment techniques to manage the Portfolio or portion. Rather, the Adviser may employ a full replication technique or sampling technique in seeking to track the total return performance (before fees and expenses) of the index. A full replication technique generally involves holding each security in a particular index in approximately the same weight that the security represents in the index. Conversely, a sampling technique strives to match the characteristics of a particular index without having to purchase every stock in that index by selecting a representative sample of securities for the Portfolio or portion thereof based on the characteristics of the index and the particular securities included therein. Such characteristics may include, with respect to equity indexes, industry weightings, market capitalizations and fundamental characteristics and, with respect to fixed income indexes, interest rate sensitivity, credit quality and sector diversification.
Allocation Strategies
As described in this Prospectus, the Manager allocates the assets of certain Portfolios among two or more portions of those Portfolios, each of which is managed using different yet complementary investment strategies. The following provides additional information regarding the allocation of those Portfolios assets among their distinct portions.
PACTIVE Portfolios
Each allocation percentage for each Portfolio is an asset allocation target established by FMG LLC to achieve the Portfolios investment objective and may be changed without shareholder approval. Actual allocations among the distinct portions of a Portfolio may deviate from the amounts shown by up to 30% of the Portfolios 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 a Portfolio may deviate temporarily from its asset allocation target for defensive purposes or as a result of appreciation or depreciation of its holdings. FMG LLC rebalances each portion of the Portfolio as it deems appropriate. To the extent that the Portfolio is being rebalanced or takes a temporary defensive position, it may not be pursuing its investment goal or executing its principal investment strategy.
EQ Advisors Trust | More information on strategies, risks and benchmarks | 175 |
PLUS Portfolios
Each allocation percentage for each Portfolio is an asset allocation target established by FMG LLC to achieve the Portfolios investment objective and may be changed without shareholder approval. Actual allocations among the distinct portions of a Portfolio may deviate from the amounts shown above by up to 15% of the Portfolios net assets. Each portion of a Portfolio may deviate temporarily from its asset allocation target for defensive purposes or as a result of appreciation or depreciation of its holdings. FMG LLC rebalances each portion of the Portfolio as it deems appropriate. To the extent that a Portfolio is being rebalanced or takes a temporary defensive position, it may not be pursuing its investment goal or executing its principal investment strategy.
Active Management Strategies
Each Adviser has complete discretion to select portfolio securities for its portion of a Portfolios assets, subject to the Portfolios investment objectives, restrictions and policies and other parameters that may be developed from time to time by the Manager. In selecting investments, the Advisers use their proprietary investment strategy, which are summarized above in the section Investments, Risks and Performance for each portfolio. The following is an additional general description of certain common types of active management strategies that may be used by the Advisers to the Portfolios.
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. An Adviser using this approach generally seeks 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 an Adviser also prefers companies with a competitive advantage such as unique management, marketing or research and development.
Value investing attempts to identify strong companies selling at a discount from their perceived true worth. An Adviser using this approach generally selects stocks at prices that, in its view, are temporarily low relative to the companys earnings, assets, cash flow and dividends. Value investing generally emphasizes companies that, considering their assets and earnings history, are attractively priced and may provide dividend income.
Core investing is 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).
Fundamental analysis generally involves the 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 companys success or failure. By appraising a companys prospects, analysts using such an approach assess whether a particular stock or group of stocks is undervalued or overvalued at its current market price.
Additional Strategies
The following provides additional information regarding the principal investment strategies discussed in the Investments, Risks, and Performance Principal Investment Strategy section for each Portfolio, and additional investment strategies that a Portfolio may employ in pursuing its investment objective. For further information about investment strategies, please see the Portfolios Statement of Additional Information (SAI).
Cash Management . Each Portfolio may invest its uninvested cash in high-quality, short-term debt securities, including repurchase agreements and high-quality money market instruments, and also may invest uninvested cash in money market funds, including money market funds managed by the Manager. To the extent a Portfolio invests in a money market fund, it generally is not subject to the limits placed on investments in other investment companies, as discussed in Additional Strategies Securities of Other Investment Companies.
Currency. A Portfolio may enter into foreign currency transactions for hedging and non-hedging purposes on a spot ( i.e. , cash) basis or through the use of derivatives. Forward foreign currency exchange contracts (forward contract) are a type of derivative that may be utilized by a Portfolio. A 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. Investments in foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar.
Derivatives. Each Portfolio may use derivative instruments to hedge its portfolio against market, economic, currency, issuer and other risks, to gain or manage exposure to the markets, sectors and securities in which the Portfolio may invest and to other economic factors that affect the Portfolios performance (such as interest rate movements), to increase total return or income, to reduce transaction costs, to manage cash, and for other portfolio management purposes. In general terms, a derivative instrument is an investment contract the value of which is linked to (or is derived from), in whole or in part, the value of an underlying asset, reference rate or index ( e.g. , stocks, bonds, commodities, currencies, interest rates and market indexes). Certain derivative
176 | More information on strategies, risks and benchmarks | EQ Advisors Trust |
securities may have the effect of creating financial leverage by multiplying a change in the value of the asset underlying the derivative to produce a greater change in the value of the derivative security. This creates an opportunity for increased return but, at the same time, creates the possibility for greater loss (including the likelihood of greater volatility in the net asset value of the shares of a Portfolio). Futures and options contracts (including futures and options on individual securities and equity and bond market indexes and options on futures contracts), swaps and forward contracts, and structured securities, including forward currency contracts, are examples of derivatives in which a Portfolio may invest. A Portfolio that engages in derivatives transactions may maintain a significant percentage of its assets in cash and cash equivalent instruments, which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
Equity Securities. Certain Portfolios, including certain Portfolios that invest primarily in debt securities, may invest in equity securities. Equity securities may be bought on stock exchanges or in the over-the-counter market. Equity securities generally include common stock, preferred stock, warrants, securities convertible into common stock, securities of other investment companies and securities of real estate investment trusts.
Exchange Traded Funds. A Portfolio may invest in shares of ETFs that are designed to provide investment results corresponding to an index of securities. ETFs may trade at relatively modest discounts and premiums to their net asset values. However, some ETFs have a limited operating history, and information is lacking regarding the actual performance and trading liquidity of these ETFs for extended periods or over complete market cycles. In addition, there is no assurance that the listing requirements of the various exchanges on which ETFs trade will be met to continue listing on that exchange. If substantial market or other disruptions affecting ETFs occur in the future, the liquidity and value of the assets of the Portfolio, and thus the value of the Portfolios shares, also could be substantially and adversely affected if a shareholder sells his or her shares in the Portfolio.
Fixed Income Securities. Each Portfolio may invest in short- and long-term fixed income securities in pursuing its investment objective and for other portfolio management purposes, such as to manage cash. Fixed income securities are debt securities such as bonds, notes, debentures and commercial paper. Domestic and foreign governments, banks and companies raise cash by issuing or selling debt securities to investors. Most debt securities pay fixed or adjustable rates of interest at regular intervals until they mature, at which point investors receive their principal back.
Foreign Securities. Certain Portfolios may invest in foreign securities, including securities of companies in emerging markets. Generally, foreign securities are issued by companies organized outside the U.S. or by foreign governments or international organizations, are traded primarily in markets outside the U.S., and are denominated in a foreign currency. Foreign securities may include securities of issuers in developing countries or emerging markets, which generally involve greater risk because the economic structures of these countries and markets are less developed and their political systems are less stable. In addition, foreign securities may include depositary receipts of foreign companies. 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. Depositary receipts also may be convertible into securities of foreign issuers. These securities may not necessarily be denominated in the same currency as the securities into which they may be converted.
Futures. A Portfolio may purchase or sell futures contracts on individual securities or securities indexes. In purchasing a futures contract, the buyer agrees to purchase a specified underlying instrument at a specified future date. In selling a futures contract, the seller agrees to sell a specified underlying instrument at a specified future date. The price at which the purchase and sale will take place is fixed when the buyer and seller enter into the contract. Futures can be held until their delivery dates, or can be closed out before then if a liquid market is available. The value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing futures contracts will tend to increase a funds exposure to positive and negative price fluctuations in the underlying instrument, much as if it had purchased the underlying instrument directly. When a fund sells a futures contract, by contrast, the value of its futures position will tend to move in a direction contrary to the market. Selling futures contracts, therefore, will tend to offset both positive and negative market price changes, much as if the underlying instrument had been sold. Futures contracts in which the Portfolio will invest are highly standardized contracts that typically trade on futures exchanges.
There is no assurance that a liquid market will exist for any particular futures contract at any particular time. Exchanges may establish daily price fluctuation limits for futures contracts, and may halt trading if a contracts price moves upward or downward more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible to enter into new positions or close out existing positions. If the market for a contract is not liquid because of price fluctuation limits or other market conditions, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of changes in its value. As a result, a funds access to other assets held to cover its futures positions could also be impaired.
The use of futures contracts and similar instruments may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the futures contract upon entering into the contract. Instead, the Portfolio, upon entering into a futures contract (and to maintain its open position in a futures contract), is required to
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post collateral for the contract, known as initial margin and variation margin, the amount of which may vary but which generally equals a relatively small percentage ( e.g. , less than 5%) of the value of the contract being traded. While the use of futures contracts may involve the use of leverage, the Portfolio generally does not intend to use leverage to increase its net exposure to debt securities above approximately 100% of the Portfolios net asset value or below 0%.
Illiquid Securities. Each Portfolio may invest up to 15% of its net assets in illiquid securities, except the EQ/Money Market Portfolio, which may invest up to 10% of its net assets in illiquid securities. Illiquid securities are securities that have no ready market.
Initial Public Offerings (IPOs). Each of the Portfolios that may invest in equity securities may participate in the IPO market and a significant portion of those Portfolios returns may be attributable to their investment in IPOs, which have a magnified impact on Portfolios with small asset bases. An IPO is generally the first sale of stock by a company to the public. Companies offering an IPO are sometimes new, young companies or sometimes companies which have been around for many years but are deciding to go public. Prior to an IPO, there is generally no public market for an issuers common stock and 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.
Investment Grade Securities. A Portfolio may invest in investment grade debt securities. Investment grade securities are rated in one of the four highest rating categories by Moodys or S&P, comparably rated by another rating agency or, if unrated, determined by the applicable Adviser to be of comparable quality. Securities with lower investment grade ratings, while normally exhibiting adequate protection parameters, have speculative characteristics. This means that changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case for higher rated debt securities.
Junk Bonds or Lower Rated Securities. Certain Portfolios, including Portfolios that invest primarily in equity securities, may invest in below investment grade debt securities. Securities rated below investment grade (i.e., BB or lower by Standard & Poors Ratings Services (S&P) or Fitch, Inc. (Fitch), Ba or lower by Moodys Investors Service, Inc. (Moodys) or deemed to be of comparable quality by a sub-adviser) 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. Junk bonds 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 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 Portfolios net asset value.
Loan Participations and Assignments. Certain Portfolios may invest in loan participations and assignments. These investments are typically secured or unsecured fixed or floating rate loans arranged through private negotiations between a borrowing corporation, government or other entity and one or more financial institutions, and may be in the form of participations in loans or assignments of all or a portion of loans from third parties.
Mid-Cap and Small-Cap Companies. Each Portfolio (other than the EQ/Money Market Portfolio) may invest in the securities of mid- and small-cap companies. These companies are more likely than larger companies to have limited product lines, markets or financial resources or to depend on a small, inexperienced management groups. Generally, they are more vulnerable than larger companies to adverse business or economic developments and their securities may be less well-known, trade less frequently and in more limited volume than the securities of larger more established companies.
Mortgage- and Asset-Backed Securities. A Portfolio may invest in mortgage- and asset-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. Some mortgage-backed securities 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.
Asset-backed securities have structural characteristics similar to mortgage-backed securities. However, the underlying assets are not first lien mortgage loans or interests therein but include assets such as motor vehicle installment sales contracts, other installment sales contracts, home equity loans, leases of various types of real and personal property and receivables from revolving credit (credit card) agreements. Such assets are securitized through the use of trusts or special purpose corporations. Payments or distributions of principal and interest may be guaranteed up to a certain amount and for a certain time period by a letter of credit or pool insurance policy issued by a financial institution unaffiliated with the issuer, or other credit enhancements may be present.
Options. A Portfolio may write and purchase put and call options, including exchange-traded or over-the-counter put and call options on securities indices and put and call options on ETFs on securities indices, for hedging and non-hedging purposes and for the purpose of achieving its objective. In general, options give the purchaser 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. A securities index option and an ETF option are option contracts whose values are based on the value of a securities index at some future point in time. A securities index fluctuates with changes in the market values of the securities included in the index. The effectiveness of purchasing or writing securities index
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options will depend upon the extent to which price movements in the Portfolios investment portfolio correlate with price movements of the securities index. By writing (selling) a call option, the Portfolio forgoes, in exchange for the premium less the commission, the opportunity to profit during the option period from an increase in the market value of an index above the exercise price. By writing (selling) a put option, the Portfolio, in exchange for the net premium received, accepts the risk of a decline in the market value of the index below the exercise price.
Portfolio Turnover. The Portfolios do not restrict the frequency of trading to limit expenses. The Portfolios may engage in active and frequent trading of portfolio securities to achieve their investment objectives. Frequent trading can result in a portfolio turnover in excess of 100% (high portfolio turnover).
Real Estate Investment Trusts (REITs). Certain Portfolios may invest in REITs, which are pooled vehicles that invest primarily in income-producing real estate or loans related to real estate. REITs also may include, among other businesses, real estate developers, brokers and operating companies whose products and services are significantly related to the real estate industry such as building suppliers and mortgage lenders.
Securities of Other Investment Companies. Each Portfolio may invest in the securities of other investment companies, including (except with respect to the EQ/Money Market Portfolio) exchange-traded funds (ETFs), to the extent permitted by applicable law. Generally, a Portfolios investments in other investment companies are subject to statutory limitations in the Investment Company Act of 1940, as amended (1940 Act), including in certain circumstances a prohibition against acquiring shares of another investment company if, immediately after such acquisition, the Portfolio and its affiliated persons (i) would hold more than 3% of such other investment companys total outstanding voting 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. However, there are statutory and regulatory exemptions from these restrictions under the 1940 Act on which the Portfolios may rely to invest in other investment companies in excess of these limits, subject to certain conditions. In addition, many ETFs have obtained exemptive relief from the Securities and Exchange Commission (SEC) to permit unaffiliated funds (such as the Portfolios) to invest in their shares beyond the statutory limits, subject to certain conditions and pursuant to contractual arrangements between the ETFs and the investing funds. A Portfolio may rely on these exemptive orders in investing in ETFs. A Portfolio that invests in other investment companies indirectly bears the fees and expenses of that investment company.
Short Sales. A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A short sale is the sale by a portfolio of a security that has been borrowed from a third party on the expectation that the market price will drop. If the price of the security drops, the Portfolio will make a profit by purchasing the security in the open market at a lower price than at which it sold the security. If the price of the security rises, the Portfolio may have to cover short positions at a higher price than the short sale price, resulting in a loss.
Swaps. A Portfolio may engage in swap transactions. Swap contracts are derivatives in the form of a contract or other similar instrument that 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, total return on equity securities, stock indices and commodity indices (as well as amounts derived from arithmetic operations on these indices).
Temporary Defensive Investments. For temporary defensive purposes, each Portfolio (except the Portfolios that seek to track the performance (before fees and expenses) of a particular securities market index) may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements. To the extent a Portfolio is invested in these instruments, the Portfolio will not be pursuing its investment goal. In addition, each PACTIVE Portfolio and PLUS Portfolio may deviate from its asset allocation targets and target investment percentages for defensive purposes.
U.S. Government Securities. A Portfolio may invest in U.S. government securities, which include direct obligations of the U.S. Treasury (such as Treasury bills, notes or bonds) and obligations issued or guaranteed as to principal and interest (but not as to market value) by the U.S. government, its agencies or its instrumentalities. U.S. government securities include mortgage-backed securities issued or guaranteed by government agencies or government-sponsored enterprises. Other U.S. government securities may be backed by the full faith and credit of the U.S. government or supported primarily or solely by the creditworthiness of the government-related issuer or, in the case of mortgage-backed securities, by pools of assets.
On August 5, 2011, S&P lowered its long-term sovereign credit rating on the U.S. to AA+ from AAA. In reaching its decision, S&P cited the delay by the U.S. government in raising the U.S. debt ceiling and the related fiscal policy debate. The downgrade of the U.S. long-term sovereign credit rating by S&P has raised concerns about the potential impact of the downgrade and further credit rating downgrades. While the ramifications of the downgrade on U.S. government securities are uncertain, it could adversely affect the liquidity of U.S. government securities held by a Portfolio. In addition, the downgrade could lead to increased interest rates and volatility in the short-term.
Zero Coupon and Pay-in-Kind Securities. Zero coupon securities are debt securities that do not pay regular interest at regular intervals, but are issued at a discount from face value. The discount approximates
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the total amount of interest the security will accrue from the date of issuance to maturity. Pay-in-kind securities normally give the issuer an option to pay cash at a coupon payment date or to give the holder of the security a similar security with the same coupon rate and a face value equal to the amount of the coupon payment that would have been made. Convertible securities, corporate debt securities, mortgage- and asset-backed securities, U.S. government securities, foreign securities and other types of debt instruments may be structured as zero coupon or pay-in-kind securities.
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 Portfolios shares may be affected by the Portfolios 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 Portfolios 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 the Managers 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 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.
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.
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: A Portfolio may have multiple Advisers, each of which is responsible for investing a specific allocated portion of the Portfolios 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. In addition, while the Manager seeks to allocate a Portfolios assets among the Portfolios Advisers in a manner that it believes is consistent with achieving the Portfolios investment objective, the Manager may be subject to potential conflicts of interest in allocating the Portfolios assets among Advisers because the Manager pays different fees to the Advisers and due to other factors that could impact the Managers revenues and profits.
Portfolio Management Risk: The risk that strategies used by the Manager or the Advisers and their securities selections fail to produce the intended results. In addition, the Manager may be subject to potential conflicts of interest in connection with providing advice to a Portfolio with respect to the allocation of assets between passively and actively managed portions of a Portfolio and the development and implementation of the models used to manage a Portfolio to the extent that such advice may impact its obligations with respect to any death benefit, income benefit or other guarantees that it and its affiliates may provide through Contracts that offer the Portfolio as an investment option. Consistent with its fiduciary duties, the Manager seeks to implement each Portfolios investment program in a manner that is in the best interests of the Portfolio and that is consistent with the Portfolios investment objective, policies and strategies described in detail in this Prospectus.
Recent Market Conditions Risk. The financial crisis in the U.S. and global economies over the past several years has resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign, and in the net asset values of many mutual funds, including a Portfolio. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country might adversely impact issuers in a different country. Because the situation is widespread and largely unprecedented, it may be unusually difficult to identify both risks and opportunities using past models of the interplay of market forces, or to predict the duration of these market conditions. The severity or duration of these conditions also may be affected by policy changes made by governments or quasi-governmental organizations. These conditions could negatively impact the value of a Portfolios investments.
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The situation in the financial markets has resulted in calls for increased regulation. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) has initiated a revision of the U.S. financial regulatory framework and covers a broad range of topics, including (among many others) a reorganization of federal financial regulators; new rules for derivatives trading; and the registration and additional regulation of hedge and private equity fund managers. The regulators that have been charged with the responsibility for implementing the Dodd-Frank Act (e.g., the SEC and the CFTC) are reviewing generally and have proposed regulations or guidelines on the use of derivatives by market participants, including mutual funds. It is not clear whether final guidelines for such use will be published, or when these rules will become final. Instruments in which a Portfolio may invest, or the issuers of such instruments, may be negatively affected by the new legislation and regulation in ways that are unforeseeable. Most of the implementing regulations have not yet been finalized. Accordingly, the ultimate impact of the Dodd-Frank Act is not yet certain.
The U.S. federal government and certain foreign central banks have taken a variety of unprecedented actions to stimulate the economy and calm the financial markets. The ultimate effect of these efforts is not yet known. In the future, the U.S. federal government or other governments may take actions that affect the regulation of the instruments in which a Portfolio invests, the markets in which they trade, or the issuers of such instruments, in ways that are unforeseen. Changes in government policies may exacerbate the markets difficulties and withdrawal of this support, or other policy changes by governments or central banks, could negatively affect the value and liquidity of a Portfolios investments and cause it to lose money.
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:
Affiliated Portfolio Risk. In managing a Portfolio that invests in Underlying Portfolios, the Manager will have the authority to select and substitute the Underlying Portfolios. The Manager may be subject to potential conflicts of interest in allocating the Portfolios assets among the various Underlying Portfolios 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, administering, and with respect to certain Underlying Portfolios, its affiliates are responsible for sub-advising, the Underlying Portfolios. Portfolios investing in Underlying Portfolios may from time to time own or control a significant percentage of an Underlying Portfolios shares. Accordingly, the Underlying Portfolios are subject to the potential for large-scale inflows and outflows from the Underlying Portfolio as a result of purchases and redemptions by a Portfolio advised by the Manager that invests in that Underlying Portfolio. These inflows and outflows may be frequent and could increase the Underlying Portfolios expense ratio and transaction costs and negatively affect the Underlying Portfolios performance and ability to meet shareholder redemption requests. These inflows and outflows may limit the ability of an Underlying Portfolio to pay redemption proceeds within the time period stated in its prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons, and could cause an Underlying Portfolio to purchase or sell securities when it would not normally do so, which would be particularly disadvantageous for an Underlying Portfolio if it needs to sell securities at a time of volatility in the markets, when values could be falling. Redemptions by these Portfolios of their shares of the Underlying Portfolio may further increase the risks described above with respect to the Underlying Portfolio and may impact the Underlying Portfolios net asset value. Consistent with its fiduciary duties, the Manager seeks to implement each Portfolios and each Underlying Portfolios investment program in a manner that is consistent with its investment objective, policies and strategies.
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.
Cash Management Risk : Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Convertible Securities Risk: 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 securitys governing instrument, which may be different than the current market price of the security. 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 a Portfolio in convertible debt securities may not be subject to any ratings restrictions, although in such cases the Portfolios Adviser will consider such ratings, and any changes in such ratings, in its determination of whether the Portfolio should invest in and/or continue to hold the securities. Convertible securities are subject to interest rate risk and credit risk and are often lower-quality securities.
Credit Risk: The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase
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agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which may be reflected in their credit ratings. Securities rated below investment grade (e.g., junk bonds) may include a substantial risk of default. U.S. government securities held by a Portfolio are supported by varying degrees of credit, and their value may fluctuate in response to political, market or economic developments. U.S. government securities, especially those that are not backed by the full faith and credit of the U.S. Treasury, such as securities supported only by the credit of the issuing governmental agency or government-sponsored enterprise, carry at least some risk of nonpayment, and the maximum potential liability of the issuers of such securities may greatly exceed their current resources. There is no assurance that the U.S. government would provide financial support to the issuing entity if not obligated to do so by law. Further, any government guarantees on U.S. government securities that a Portfolio owns do not extend to shares of the Portfolio themselves.
Custom Benchmark Risk : Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A derivative instrument is an investment contract the value of which is linked to (or is derived from), in whole or in part, the value of an underlying asset, reference, rate or index (e.g., stocks, bonds, commodities, currencies, interest rates and market indexes). Derivatives include options, swaps, futures, options on futures, forward contracts and structured securities). Investing in derivatives involves investment techniques and risks different from those associated with ordinary mutual fund securities transactions and may involve increased transaction costs. The successful use of derivatives will usually depend on the Managers or an Advisers ability to accurately forecast movements in the market relating to the underlying reference asset, rate or index. If the Manager or an Adviser does not predict correctly the direction of securities prices, interest rates and other economic factors, a Portfolios derivatives position could lose value. A Portfolios investment in derivatives may rise or fall more rapidly than other investments and may reduce the Portfolios returns. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. Derivatives also may be subject to a number of risks such as leveraging risk, liquidity risk, interest rate risk, market risk, credit risk and also involve the risk of mispricing or improper valuation. The use of derivatives may increase the volatility of a Portfolios net asset value. Derivatives may be leveraged such that a small investment in derivative securities can have a significant impact on a Portfolios exposure to stock market values, interest rates, currency exchange rates or other investments. As a result, a relatively small price movement in a derivatives contract may cause an immediate and substantial loss or gain. It may be difficult or impossible for a Portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio. In addition, the possible lack of a liquid secondary market for certain 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 such derivatives more difficult for the Portfolio to value accurately. Some derivatives are more sensitive to market price fluctuations and to interest rate changes than other investments. A Portfolio also could suffer losses related to its derivatives positions as a result of undervalued market movements, which losses are potentially unlimited. A Portfolio also may be exposed to losses if the counterparty in the transaction does not fulfill its contractual obligation. In addition, over-the-counter derivatives often do not have liquidity beyond the counterparty to the transaction, and because they are not traded on exchanges, they do not offer the protections provided by exchanges in the event that the counterparty is unable to fulfill its contractual obligation. Over-the-counter derivatives therefore involve greater counterparty and credit risk and may be more difficult to value than exchange-traded derivatives. When a derivative is used as a hedge against a position that a Portfolio holds, any loss generated by the derivative generally should be substantially offset by gains on the hedged instrument, and vice versa. While hedging can reduce or eliminate losses, it also can reduce or eliminate gains. Hedges are sometimes subject to imperfect matching between the derivative and the hedged investment, and there can be no assurance that a Portfolios hedging transactions will be effective.
There have been numerous recent legislative initiatives to implement a new regulatory framework for the derivatives markets. Various rules have been proposed, but the impact and extent of the proposed rules is not certain and it is not known when such rules may be adopted. New rules may limit the availability of certain derivatives, may make the use of derivatives by portfolios more costly, and may otherwise adversely impact the performance and value of derivatives.
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: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange Traded Funds Risk: When a Portfolio invests in exchange-traded funds (ETFs), it will indirectly bear fees and expenses charged by the ETFs, in addition to the advisory and other fees paid directly by the Portfolio. 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 invests in an
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ETF, it is subject to the risks associated with the underlying securities in which that ETF invests. ETFs also 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. 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 such 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, such 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 ETFs securities and those in the index it seeks to track, rounding of prices, changes to the indices and regulatory policies may cause an ETFs 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 ETF manager 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, certain foreign exchanges, and in over-the-counter markets, there can be no assurance that an active trading market for such shares will develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETFs could be substantially and adversely affected. In addition, because ETFs are traded on these exchanges and in these markets, the purchase and sale of their shares involve transaction fees and commissions. 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.
Financial Services Sector Risk. To the extent a Portfolio invests in the financial services sector, the value of the Portfolios 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 Portfolios shares could experience significantly greater volatility than Portfolios investing more broadly.
Focused Portfolio Risk: A Portfolio that employs a strategy of investing in the securities of a limited number of companies, some of which may be in the same industry, including a Portfolio that is classified as non-diversified, 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 Portfolios net asset value. Further, such a Portfolio may be more sensitive to events affecting a single industry. The use of a focused investment strategy may increase the volatility of a Portfolios investment performance, as the Portfolio may be more susceptible to risks associated with a single economic, political or regulatory event than a diversified Portfolio more broadly invested.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with, or more prevalent than those that may be associated with, investing in U.S. securities. Foreign markets, particularly emerging markets, may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Emerging Markets Risk: Emerging market countries generally are located in Asia, the Middle East, Eastern Europe, Central and South America and Africa. There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. For instance, these countries may be more likely than developed countries to experience rapid and significant developments in their political or economic structures. Some emerging market countries restrict foreign investments, impose
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withholding or other taxes on foreign investments, or may nationalize or expropriate the assets of private countries. Therefore, a Portfolio may be limited in its ability to make direct or additional investments in an emerging markets country. Such restrictions also may have negative impacts on transaction costs, market price, investment returns and the legal rights and remedies of a Portfolio. In addition, the securities markets of emerging markets countries generally are smaller, less liquid and more volatile than those of developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and less reliable settlement, registration and custodial procedures. Emerging market countries also may be subject to high inflation and rapid currency devaluations and may be heavily dependent on international trade, which can materially affect their securities markets. The risks associated with investing in a narrowly defined geographic area also generally are more pronounced with respect to investments in emerging market countries.
European Economic Risk: The European Unions (the EU) Economic and Monetary Union (the EMU) requires member countries to comply with restrictions on interest rates, deficits, debt levels, and inflation rates, and other factors, each of which may significantly impact every European country. The economies of EU member countries and their trading partners may be adversely affected by changes in the euros exchange rate, changes in EU or governmental regulations on trade, and the threat of default or default by an EU member country on its sovereign debt, which could negatively impact a Portfolios investments and cause it to lose money. Recently, the European financial markets have been negatively impacted by rising government debt levels; possible default on or restructuring of sovereign debt in several European countries, including Greece, Ireland, Italy, Portugal and Spain; and economic downturns. A European countrys default or debt restructuring would adversely affect the holders of the countrys debt and sellers of credit default swaps linked to the countrys creditworthiness and could negatively impact global markets more generally. Recent events in Europe have adversely affected the euros exchange rate and value and may continue to impact the economies of every European country.
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.
International Fair Value Pricing Risk: A Portfolio that invests in foreign securities is subject to the risk that its share price may be exposed to arbitrage attempts by investors seeking to capitalize on differences in the values of foreign securities trading on foreign exchanges that may close before the time the Portfolios net asset value is determined. If such arbitrage attempts are successful, the Portfolios net asset value might be diluted. A Portfolios use of fair value pricing in certain circumstances (by adjusting the closing market prices of foreign securities to reflect what the Board of Trustees believes to be their fair value) may help deter such arbitrage activities. The effect of such fair value pricing is that foreign securities may not be priced on the basis of quotations from the primary foreign securities market in which they are traded, but rather may be priced by another method that the Board of Trustees believes reflects fair value. As such, fair value pricing is based on subjective judgment and it is possible that fair value may differ materially from the value realized on a sale of a foreign security. It is also possible that use of fair value pricing will limit an investment advisers ability to implement a Portfolios investment strategy (e.g., reducing the volatility of the Portfolios share price) or achieve its investment objective.
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 Portfolios 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 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 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.
Futures Contract Risk : The primary risks associated with the use of futures contracts are (a) the imperfect correlation between the change in market value of the instruments held by a Portfolio and the price of the futures contract; (b) liquidity risks, including the possible absence of
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a liquid secondary market for a futures contract and the resulting inability to close a futures contract when desired; (c) losses (potentially unlimited) caused by unanticipated market movements; (d) an advisers inability to predict correctly the direction of securities prices, interest rates, currency exchange rates and other economic factors; (e) the possibility that a counterparty will default in the performance of its obligations; (f) if a Portfolio has insufficient cash, it may have to sell securities from its portfolio to meet daily variation margin requirements, and the Portfolio may have to sell securities at a time when it may be disadvantageous to do so; and (g) transaction costs associated with investments in futures contracts may be significant, which could cause or increase losses or reduce gains.
Headline Risk. A Portfolio seeks to acquire companies with durable business models that can be purchased at attractive valuations relative to what the Portfolios Adviser believes to be the companies intrinsic values. Advisers may make such investments when a company becomes the center of controversy after receiving adverse media attention. The company may be involved in litigation, the companys financial reports or corporate governance may be challenged, the companys public filings may disclose a weakness in internal controls, greater government regulation may be contemplated, or other adverse events may threaten the companys future. While Advisers research companies subject to such contingencies, an Adviser cannot be correct every time, and the companys stock may never recover or may become worthless.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends to track the performance of an unmanaged index of securities, whereas actively managed portfolios typically seek to outperform a benchmark index. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the portfolio may not invest in all of the securities in the index. Also, the portfolios fees and expenses will reduce the portfolios returns, unlike those of the benchmark index. Cash flow into and out of the portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the portfolios valuation procedures also may affect the portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Initial Public Offering (IPO) Risk: Securities issued in IPOs have no trading history, and information about the companies may be available for very limited periods. In addition, the prices of securities sold in IPOs may be highly volatile. At any particular time or from time to time, a Portfolio may not be able to invest in securities issued in IPOs, or invest to the extent desired, because, for example, only a small portion (if any) of the securities being offered in an IPO may be made available to the Portfolio. In addition, under certain market conditions, a relatively small number of companies may issue securities in IPOs. Similarly, as the number of Portfolios to which IPO securities are allocated increases, the number of securities issued to any one Portfolio may decrease. 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 a Portfolios assets grow it will continue to experience substantially similar performance by investing in IPOs.
Interest Rate Risk: The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration.
Investment Grade Securities Risk: Debt securities are rated by national bond ratings agencies. Securities rated BBB or higher by S&P or Fitch or Baa or higher by Moodys 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.
Investment Style Risk: An Adviser may use a particular style or set of styles, for example, growth, value, momentum or quantitative investing styles, to select investments. Those 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 Portfolios share price.
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. An Adviser using this approach generally seeks 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 an Adviser also prefers 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 Adviser, 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. They also may increase the volatility of the Portfolios share price.
Value investing attempts to identify strong companies selling at a discount from their perceived true worth. An Adviser using this approach generally selects stocks at prices that, in its view, are temporarily low
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relative to the companys earnings, assets, cash flow and dividends. Value investing is subject to the risk that a stocks intrinsic value may never be fully recognized or realized by the market, or its price 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.
Junk Bonds or Lower Rated Securities Risk: Bonds rated below investment grade (i.e., BB or lower by S&P or Fitch or Ba or lower by Moodys) 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. Junk bonds 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 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 Portfolios 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 bonds value will decrease in a rising interest rate market, as will the value of the Portfolios 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 Portfolios rate of return.
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 leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money. Leveraged holdings generally require corresponding holdings of cash and cash equivalents, which may impair a Portfolios ability to pursue its objectives.
Liquidity Risk: The risk that certain investments may be difficult or impossible for a Portfolio to purchase or sell at an advantageous time or price or in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio.
Loan Participation and Assignments Risk. A Portfolios 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 the Portfolio could be held liable as a co-lender.
Mid-Cap and Small-Cap Company Risk: A Portfolios investments in mid- and small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. Their securities may be less well-known and trade less frequently and in limited volume compared with the securities of larger, more established companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. Mid- and small-cap companies also are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of mid- and small-cap company stocks tend to rise and fall in value more frequently than the stocks of larger companies. Although investing in mid- and small-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.
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 a money market portfolios investments, increases in interest rates and deteriorations in the credit quality of the instruments the portfolio has purchased may reduce the portfolios yield and can cause the price of a money market security to decrease. In addition, a money market portfolio is subject to the risk that the value of an investment may be eroded over time by inflation.
Mortgage-Backed and Asset-Backed Securities Risk: The risk that the principal on mortgage- and asset-backed securities held by a Portfolio may be prepaid, which generally will reduce the yield and market value of these securities. 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 may increase the risk of default by borrowers and tend to extend the duration of these securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Portfolio that holds these types of securities may experience additional volatility and losses. This is known as extension risk. Moreover, declines in the credit quality of the issuers of mortgage- and asset-backed securities or instability in the markets for such securities may affect the value and liquidity of such securities, which could result in losses to the Portfolio. If a Portfolio purchases mortgage- or asset-backed securities that are
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subordinated to other interests in the same pool, the Portfolio as a holder of those securities may only receive payments after the pools 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 pools 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- and asset-backed securities may include securities backed by pools of 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 re quired to qualify for a standard loan. As a result, the loans in the pool are likely to experience rates of delinquency, foreclosure, and bankruptcy that are higher, and that may be substantially higher, than those experienced by loans underwritten in a more traditional manner. In addition, changes in the values of the assets underlying the loans (if any), as well as changes in interest rates, may have a greater effect on the delinquency, foreclosure, bankruptcy, and loss experience of the loans in the pool than on loans originated in a more traditional manner. Moreover, instability in the markets for mortgage- 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- and asset-backed securities may affect the overall market for such securities, thereby impacting the liquidity and value of higher-rated securities.
Portfolio Turnover Risk: High portfolio turnover (generally, turnover in excess of 100% in any given fiscal year) may result in increased transaction costs to a Portfolio, which may result in higher fund expenses and lower total return.
Prepayment and Extension Risks : The risk that the principal on securities held by a Portfolio may be prepaid, which generally will reduce their yield and marked 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.
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 secured by interests in real estate (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 and net realized gains.
Repurchase Agreements Risk: A Portfolio may enter into repurchase agreements under which it purchases a security that a seller has agreed to repurchase from the Portfolio at a later date at the same price plus interest. If a seller defaults and the security declines in value, the Portfolio might incur a loss. If the seller declares bankruptcy, the Portfolio may not be able to sell the security at the desired time.
Risks of Investing in Other Investment Companies: A Portfolio that invests in Underlying Portfolios will indirectly bear fees and expenses charged by those Underlying Portfolios, in addition to the Portfolios direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. In addition, the Portfolios net asset value is subject to fluctuations in the net asset value of each Underlying Portfolio. The Portfolio is also subject to the risks associated with the securities in which the Underlying Portfolios invest, and the ability of the Portfolio to meet its investment objective will depend, to a significant degree, on the ability of the Underlying Portfolios to meet their objectives. The Portfolio and the Underlying Portfolios are subject to certain general investment risks, including market risk, issuer-specific risk, investment style risk and portfolio management risk. In addition, to the extent a Portfolio invests in Underlying Portfolios that invest in equity securities, fixed income securities and/or foreign securities, the Portfolio is subject to the risks associated with investing in such securities such as equity risk, market capitalization risk, investment grade securities risk, interest rate risk, credit/default risk, foreign investing and emerging markets securities risk and lower-rated securities risk. The Underlying Portfolios 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 Underlying Portfolio at a time that is unfavorable to the Portfolio.
Short Position Risk : A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short
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increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited. A Portfolios long positions could decline in value at the same time that the value of the short positions increase, thereby increasing the Portfolios overall potential for loss. Market factors may prevent a Portfolio from closing out a short position at the most desirable time or at a favorable price.
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, 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 Advisers 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 Portfolios holding period. A Portfolios return also could be adversely impacted to the extent that an Advisers 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.
Volatility Management Risk : The Manager from time to time employs various volatility management techniques, including the use of futures and options to manage equity exposure. The success of the Portfolios volatility management strategy will be subject to the Managers ability to correctly assess the degree of correlation between the performance of the relevant market index and the metrics used by the Manager to measure market volatility. Since the characteristics of many securities change as markets change or time passes, the success of the Portfolios volatility management strategy also will be subject to the Managers ability to continually recalculate, readjust, and execute volatility management techniques (such as options and futures transactions) in an efficient manner. In addition, because market conditions change, sometimes rapidly and unpredictably, the success of the volatility management strategy will be subject to the Managers ability to execute the strategy in a timely manner. Moreover, volatility management strategies may increase portfolio transaction costs, which could cause or increase losses or reduce gains. For a variety of reasons, the Manager may not seek to establish a perfect correlation between the relevant market index and the metrics that the Manager uses to measure market volatility. In addition, it is not possible to manage volatility fully or perfectly. Any one or more of these factors may prevent the Portfolio from achieving the intended volatility management or could cause the Portfolio to underperform or experience losses.
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.
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Information Regarding the Underlying Portfolios
The table below lists the Underlying Portfolios in which the EQ/Quality Bond PLUS Portfolio currently may invest. Each of the Underlying Portfolios is advised by FMG LLC and sub-advised by an affiliate of FMG LLC. In this connection, the Managers 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 the EQ/Quality Bond PLUS Portfolio, you will also indirectly bear the fees of the Underlying Portfolios, which include management and administration fees paid to FMG LLC, and advisory fees paid by FMG LLC to its affiliates. The EQ/Quality Bond PLUS Portfolio will purchase Class K shares of the Underlying Portfolios, which are not subject to distribution or service (Rule 12b-1) fees. The Underlying Portfolios in which the EQ/Quality Bond PLUS Portfolio may invest may be changed from time to time without notice or shareholder approval.
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal
Investment Risks |
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EQ/Core Bond Index Portfolio | Seeks to achieve a total return before expenses that approximates the total return performance of the Barclays Capital Intermediate U.S. Government/Credit Index (Intermediate Government/Credit Index), including reinvestment of dividends, at a risk level consistent with that of the Intermediate Government/Credit Index. | 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 Intermediate Government/Credit Index, which covers the U.S. dollar denominated, investment grade, fixed-rate, taxable bond market including U.S. Treasury and government-related, corporate credit and agency fixed-rate debt securities. |
Credit Risk Exchange-Traded Funds Risk Index Strategy Risk Interest Rate Risk Investment Grade Securities Risk |
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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 U.S. Government Bond Index (Government Index), including reinvestment of dividends, at a risk level consistent with that of the Government Index. | 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 Index, or other financial instruments that derive their value from those securities. The Government Index is an unmanaged index that measures the performance of securities consisting of all U.S. Treasury and agency securities with remaining maturities from one to ten years and issue amounts of at least $250 million outstanding. |
Credit Risk Exchange-Traded Funds Risk Index Strategy Risk Interest Rate Risk Investment Grade Securities Risk Zero Coupon and Pay-in-Kind Securities Risk |
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Information Regarding the Underlying Portfolios (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal
Investment Risks |
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EQ/AllianceBernstein Short- Term Bond Portfolio | Seeks to achieve a balance of current income and capital appreciation, consistent with a prudent level of risk, by investing in a combination of long and short positions on debt securities, including U.S. government securities and other debt securities included in the Barclays Capital Intermediate U.S. Government/Credit Index. | Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in debt securities and financial instruments that derive their value from debt securities. The Portfolio utilizes a strategy that combines a passive investment index style focused on debt securities with an actively managed futures and options strategy that will be used to tactically manage the Portfolios exposure to the risk of losses due to changes in interest rates based on the Advisers projection of interest rate movements. |
Credit Risk Derivatives Risk Exchange Traded Funds Risk Index Strategy Risk Interest Rate Risk Investment Grade Securities Risk Leveraging Risk Liquidity Risk Risks Related to Investments In Other Investment Companies Short Sales Risk |
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EQ/AllianceBernstein Short- Term Government Bond Portfolio | Seeks to achieve a balance of current income and capital appreciation, consistent with a prudent level of risk, by investing in a combination of long and short positions on debt securities, including debt securities included in the Barclays Capital Intermediate U.S. Government Bond Index. | Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in debt securities issued by the U.S. government and its agencies and instrumentalities and financial instruments that derive their value from such securities. The Portfolio utilizes a strategy that combines a passive investment index style focused on debt securities with an actively managed futures and options strategy that will be used to tactically manage the Portfolios exposure to the risk of losses due to changes in interest rates based on the Advisers projection of interest rate movements. |
Credit Risk Derivatives Risk Exchange Traded Funds Risk Index Strategy Risk Interest Rate Risk Investment Grade Securities Risk Leveraging Risk Liquidity Risk Risks Related to Investments In Other Investment Companies Short Sales Risk Zero Coupon and Pay-In-Kind Securities Risk |
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Please note that the Underlying Portfolios may already be available directly as an investment option in your variable annuity contract or variable life policy and that an investor in the EQ/Quality Bond PLUS Portfolio bears both the expenses of the 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 the EQ/Quality Bond PLUS Portfolio instead of in the Portfolio itself. However, the Underlying Portfolios of the EQ/Quality Bond PLUS Portfolio may not be available as an investment option in your variable annuity contract or variable life policy. In addition, an investor who chooses to invest directly in the Underlying Portfolios would not receive the asset allocation and rebalancing services provided by FMG LLC.
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The performance of each of the Trusts 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 is 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. dollar denominated investment-grade, fixed-rate, taxable bond market of securities registered with the SEC. The index includes bonds from the Treasury, government-related, corporate, agency fixed rate and hybrid adjustable mortgage pass throughs, asset-backed securities and commercial mortgage-based securities.
Barclays Capital Intermediate U.S. Government/Credit Index is an unmanaged, market value weighted index composed of over 3,500 publicly issued corporate and U.S. government debt securities rated investment grade with maturities of 1-10 years and at least $250 million par outstanding.
Barclays Capital Intermediate U.S. 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.
Bank of America Merrill Lynch Global Broad Market Index is an unmanaged index that tracks the performance of investment grade public debt issued in the major domestic and eurobond markets, including global bonds.
Bank of America Merrill Lynch U.S. Dollar 3-Month LIBOR Constant Maturity 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 days 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.
Bank of America Merrill Lynch 1-Year U.S. Treasury Note Index measures the returns of negotiable debt obligations issued by the U.S. government and backed by its full faith and credit, having a maturity of 1-year.
Bank of America Merrill Lynch 3-Month Treasury Bill Index measures the returns of negotiable debt obligations issued by the U.S. government and backed by its full faith and credit, having a maturity of three months.
Calvert Social Index ® measures the performance of those companies that meet the sustainable and socially responsible investment criteria and that are selected from the universe of approximately the 1,000 largest U.S. companies, based on total market capitalization, included in the Dow Jones Total Market Index. As of December 31, 2011 there were 671 companies in the Calvert Social Index. The Index is reviewed quarterly to adjust for sustainable and socially responsible investment criteria and other factors.
Dow Jones Total Market Index represents the top 95% of U.S. companies based on float-adjusted market capitalization, excluding the very smallest and least-liquid stocks.
Citi World Government Bond Index includes the most significant and liquid government bonds from markets globally that carry at least an investment grade rating. Currently, this includes all countries in the Citigroup EMU Governments Index (EGBI) and Australia, Canada, Denmark, Japan, Sweden, Switzerland, United Kingdom and the United States. Index weights are based on the market capitalization of qualifying outstanding debt stocks.
Morgan Stanley Capital International (MSCI) EAFE ® Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. The index consists of the following 22 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.
Morgan Stanley Capital International EAFE Growth Index is an unmanaged index comprised of 22 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.
Morgan Stanley Capital International EM (Emerging Markets) Index SM is a free float-adjusted market capitalization index composed of companies that is designed to measure equity market performance of emerging markets. The index consists of the following 21 countries: Brazil, Chile, China, Colombia, Czech Republic, Egypt, Hungary, India, Indonesia, Korea, Malaysia, Mexico, Morocco, Peru, Philippines, Poland, Russia, South Africa, Taiwan, Thailand and Turkey. Free MSCI indices exclude those shares not purchasable by foreign investors.
M organ Stanley Capital International ACW (All Country World) Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of 24 developed markets and 21 emerging markets.
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Morgan Stanley Capital International 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 24 developed markets (excluding the U.S.) and 21 emerging markets, and has growth style characteristics.
Morgan Stanley Capital International World Index is a free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets. The index consisted of the following 24 developed market country indices: Australia, Austria, Belgium, Canada, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, the United Kingdom, and the United States.
FTSE 100 Index (FTSE 100) : The FTSE 100 Index is a market-capitalization weighted index representing the performance of the 100 largest UK-domiciled blue chip companies, which pass screening for size and liquidity. As of December 31, 2010, the FTSE 100 Index represents approximately 81% of the UKs market capitalization.
TOPIX Index (TOPIX) : The TOPIX, also known as the Tokyo Price Index, is a capitalization-weighted index of all companies listed on the First Section of the Tokyo Stock Exchange. As of December 31, 2010, there were 1,663 companies represented in the index.
DJ EuroSTOXX 50 Index (EuroSTOXX 50) : The EuroSTOXX 50 Index is designed to represent the performance of some of the largest companies across all components of the 18 EURO STOXX Supersector Indexes. The EURO STOXX TMI Supersector Indexes represent the Eurozone portion of the EURO STOXX Total Market Index. The index covers approximately 95% of the free-float market capitalization of the investable universe in the Eurozone. Index composition is reviewed annually and weights are reviewed quarterly. The 50 companies in the index are selected by first identifying the companies that equal approximately 60% of the free-float market capitalization of each corresponding EURO STOXX TMI Supersector Index. In addition, any stocks that are currently components of the index are added to the list. From that list, the 40 largest stocks are selected to be components of the index. In addition, any stocks that are current components of the Index (and ranked 41-60 on the list) are included as components.
S&P/ASX 200 Index (S&P/ASX 200) : The Standard & Poors Australian Security Exchange 200 (a.k.a. S&P/ASX 200 Index) is recognized as the primary investable benchmark in Australia. The index represents the 200 largest and most liquid publicly listed companies in Australia and represents approximately 78% of Australian equity market capitalization.
Russell 3000 ® Index (Russell 3000) 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 (Russell 3000 Growth) measures the performance of those Russell 3000 companies with higher price-to-book ratios and higher forecasted growth values.
Russell 1000 ® Index (Russell 1000) measures the performance of approximately 1,000 of the largest companies in the Russell 3000, and represents approximately 92% of the total market capitalization of the Russell 3000.
Russell 1000 ® Growth Index measures the performance of those Russell 1000 companies with higher price-to-book ratios and higher forecasted growth values.
Russell 1000 ® Value Index measures the performance of those Russell 1000 companies with lower price to book ratios and lower forecasted growth values.
Russell 2000 ® Index (Russell 2000) measures the performance of approximately 2000 of the smallest companies in the Russell 3000, which represents approximately 10% of the total market capitalization of the Russell 3000.
Russell 2000 ® Growth Index measures the performance of those Russell 2000 companies with higher price-to-book ratios and higher forecasted growth values.
Russell 2000 ® Value Index measures the performance of those Russell 2000 companies with lower price-to-book ratios and lower forecasted growth values.
Russell 2500 Index (Russell 2500) measures the performance of approximately 2,500 of the smallest companies in the Russell 3000.
Russell 2500 Growth Index measures the performance of those Russell 2500 companies with higher price-to-book ratios and higher forecasted growth values.
Russell 2500 Value Index 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) measures the performance of approximately 800 of the smallest companies in the Russell 1000, which represents about 31% of the total market capitalization of the Russell 1000.
Russell Midcap ® Growth Index measures the performance of those Russell Mid Cap companies with higher price-to-book ratios and higher forecasted growth values.
Russell Midcap ® Value Index measures the performance of those Russell Mid Cap companies with lower price-to-book ratios and lower forecasted growth values.
Standard & Poors 500 Composite Stock Index (referred to here in as Standard & Poors 500 Index or S&P 500 Index) is a weighted index of common stocks of 500 leading companies in leading industries
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of the U.S. economy, capturing 75% coverage of U.S. equities. The index is capitalization weighted, thereby giving greater weight to companies with the largest market capitalizations.
Standard & Poors MidCap 400 Index (S&P MidCap 400 Index) is a weighted index of 400 domestic stocks chosen for market size (market capitalization range of $ million to $ billion), liquidity, and industry group representation. The S&P MidCap 400 Index captures 7% of the U.S. equities market. The S&P MidCap 400 Index returns reflect the reinvestment of dividends.
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This section gives you information on the Trust, the Manager and the Advisers for the Portfolios.
The Trust is organized as a Delaware statutory trust and is registered with the SEC as an open-end management investment company. The Trusts 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 seventy-two (72) Portfolios, sixty-three (63) of which have authorized Class IA, Class IB and Class K shares and the remaining nine (9) of which are only authorized to issue Class IB and Class K shares. This Prospectus describes the Class IA, Class IB and Class K shares of forty-six (46) Portfolios. Each Portfolio has its own investment objective, investment strategies and risks, which have been previously described in this Prospectus. 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 Trusts Class IA and Class IB shares.
FMG LLC, 1290 Avenue of the Americas, New York, New York 10104, is the Manager to each Portfolio. FMG LLC, is an investment adviser registered under the Investment Advisers Act of 1940, as amended and a wholly owned subsidiary of AXA Equitable. AXA Equitable is a wholly-owned subsidiary of AXA Financial, Inc., a subsidiary of AXA, a French insurance holding company. FMG LLC serves as the investment adviser to mutual funds and other pooled investment vehicles, and had $ billion in assets under management as of December 31, 2011.
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 PACTIVE Portfolios and certain PLUS Portfolios, the Manager also is responsible for developing and overseeing the proprietary research model used to manage the equity exposure of each Portfolio. The Manager also is responsible for advising the Fund of Funds Portion of the EQ/Quality Bond PLUS Portfolio (including selecting Underlying Portfolios in which the Portfolio invests). With respect to the Trusts other Portfolios, the Managers management responsibilities include the selection and monitoring of Advisers for the Portfolios. In addition, the Manager may be responsible for the management of the Portfolios investments in ETFs.
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 Advisers portfolio management team to determine whether its investment activities remain consistent with the Portfolios or portion thereofs investment style and objectives.
Beyond performance analysis, the Manager monitors significant changes that may impact the Advisers overall business. The Manager monitors continuity in the Advisers 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 Trusts Board of Trustees. The Manager also may allocate a Portfolios assets to additional Advisers subject to the approval of the Trusts Board and has discretion to allocate each Portfolios assets among a Portfolios current Advisers. The Manager recommends Advisers for each Portfolio to the Trusts Board based upon its continuing quantitative and qualitative evaluation of each Advisers 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.
If the Manager appoints, dismisses or replaces an Adviser to a Portfolio or adjusts the asset allocation among Advisers in a Portfolio the affected Portfolio may experience a period of transition during which the securities held in the Portfolio may be repositioned in connection with the change in Adviser(s). A Portfolio may not pursue its principal investment strategies during such a transition period and may incur increased brokerage commissions and other transaction costs in connection with the change(s). Generally, transitions may be implemented before or after the effective date of the new Advisers appointment as an adviser to the Portfolio, and may be completed in several days to several weeks, depending on the particular circumstances of the transition. In addition, as described in Investments, Risks and Performance above for each Portfolio, the past performance of a Portfolio is not necessarily an indication of future performance. This may be particularly true for any portfolios that have undergone Adviser changes and/or changes to the investment objectives or policies of the Portfolio.
The Manager has ultimate responsibility to oversee Advisers and recommend their hiring, termination and replacement.
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The Manager has received an exemptive order from the SEC to permit it and the Trusts 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 Trusts 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 person of the Manager (as that term is defined in the 1940 Act) (Affiliated Adviser), such as AllianceBernstein L.P., unless the advisory agreement with the Affiliated Adviser, including compensation, is also approved by the affected Portfolios shareholders.
Each Portfolios investments are selected by one or more Advisers, which act independently of one another. The following describes each Portfolios Advisers and portfolio managers and each portfolio managers business experience. Information about the portfolio managers compensation, other accounts they manage and their ownership of securities of the Portfolio is available in the Trusts SAI.
AllianceBernstein L.P. , (AllianceBernstein) 1345 Avenue of the Americas, New York, New York 10105. AllianceBernstein serves as Adviser to the EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio, the EQ/AllianceBernstein Short-Term Bond Portfolio, the EQ/AllianceBernstein Short-Term Government Bond Portfolio, the EQ/AllianceBernstein Small Cap Growth Portfolio, the EQ/Common Stock Index Portfolio, the EQ/Equity 500 Index Portfolio, the EQ/International Equity Index Portfolio, the EQ/Large Cap Growth Index Portfolio and the EQ/Small Company Index Portfolio. AllianceBernstein also serves as Adviser to the Active Allocated Portions of the EQ/Quality Bond PLUS Portfolio and to the Active and Index Allocated Portions of the EQ/Large Cap Value PLUS Portfolio. 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, 2011, AllianceBernstein had approximately $ billion in assets under management.
AllianceBernsteins Dynamic Allocation Portfolio Team (ADAPT) is responsible for the volatility management toolset used to manage the EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio and for portfolio construction. ADAPT relies heavily on the fundamental analysis and research of AllianceBernsteins large internal research staff. In implementing the Portfolios index-based strategy, ADAPT is supported by AllianceBernsteins Passive Equity Investment Team. ADAPT is led by co-Chief Investment Officers (CIO) Seth J. Masters and Daniel J. Loewy , who have joint and primary responsibility for the day-to-day management of the Portfolio.
Seth J. Masters, is responsible for overseeing research on dynamic asset allocation, inflation protection and risk mitigation strategies. Mr. Masters, CIOAlliance Bernstein Blend Strategies & Defined Contribution and a Partner at AllianceBernstein, joined AllianceBernstein in 1991 and was appointed as CIOBlend Strategies in 2002 and head of the Defined Contribution business unit in 2008. Mr. Masters has had portfolio management responsibilities for the Portfolio since December 2010.
Daniel J. Loewy , leads AllianceBernsteins research on Dynamic Asset Allocation Strategies within the Blend Strategies team. Mr. Loewy, CIO and Director of ResearchDynamic Asset Allocation Strategies, joined AllianceBernstein in 1996 and has had portfolio management responsibilities for more than five years.
AllianceBernsteins US Small/SMID Cap Growth Team, which is responsible for management of all of AllianceBernsteins US Small/SMID Cap Growth accounts, manages and makes investment decisions for the EQ/AllianceBernstein Small Cap Growth Portfolio. The US Small/SMID Cap Growth Team relies heavily on its fundamental analysis and research. In addition, the team draws upon the research of AllianceBernsteins industry analysts as well as other portfolio management teams. The five 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-Tse Tseng and Joshua Lisser.
Bruce Aronow is Senior Vice President, Portfolio Manager/Research Analyst and serves as team leader for the Small/SMID Cap Growth 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-Tse Tseng 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.
Joshua Lisser is Senior Vice President/Chief Investment Officer, Index Strategies and is a member of the Blend Solutions Team. He
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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.
AllianceBernsteins Passive Equity Investment Team, which is responsible for management of all of AllianceBernsteins Passive Equity accounts, manages and makes investment decisions for the EQ/International Equity Index Portfolio, the EQ/Small Company Index Portfolio, the EQ/Large Cap Growth Index Portfolio, the EQ/Common Stock Index Portfolio, the EQ/Equity 500 Index Portfolio and the Index Allocated Portion of the EQ/Large Cap Value PLUS Portfolio. The Passive Equity Investment Team relies heavily on quantitative tools. Judith DeVivo is primarily responsible for day-to-day management of these Portfolios.
Judith 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. Ms. DeVivo manages equity portfolios benchmarked to a variety of indexes including the S&P 500, S&P MidCap, S&P Small Cap, Russell 2000, FTSE 100, TOPIX, DJ EuroSTOXX 50 and S&P/ASX 200 Indexes in addition to several customized accounts.
The North American Value Investment Policy Group, comprised of senior North American Value Investment Team members, manages and makes investment decisions for the Active Allocated Portion of the EQ/Large Cap Value PLUS Portfolio. The North American Value Investment Policy Group relies heavily on the fundamental analysis and research of AllianceBernsteins 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 North American Value Investment Policy Group with the most significant responsibility for the day-to-day management of the Active Allocated Portion of the Portfolio are: Joseph Gerard Paul, David Yuen, Gregory Powell, Christopher W. Marx and John D. Phillips.
Joseph Gerard Paul , Senior Vice President/CIO North American Value Equities since 2009. He also serves as the Global Head of Diversified Value Services of AllianceBernstein. Mr. Paul has been with AllianceBernstein and Sanford C. Bernstein & Co., a predecessor company, since 1987. For more than five years prior thereto he served as CIO of Advanced Value Fund and Small and Mid-Cap Value Fund.
David Yuen , Senior Vice President/C0-CIO. Mr. Yuen has served as Director of Research Value Equities since 2008. Prior to that time he was Director of Research-Emerging Markets Value, since August 2002. Mr. Yuen joined AllianceBernstein in 1998 as a research analyst.
Gregory Powell , Senior Vice President/Director of Research U.S. Large Cap Value Equities since 2010. Prior thereto Mr. Powell served as Director of Research of Equity Hedge Fund Strategies and Head of Fundamental Value Research. Mr. Powell joined AllianceBernstein in 1997 and has had portfolio management responsibility for more than five years.
Christopher W. Marx , Senior Portfolio Manager. Mr. Marx joined AllianceBernstein in 1997 as a research analyst. Mr. Marx has had portfolio management responsibility for more than five years.
John D. Phillips, Jr ., Senior Portfolio Manager for Bernstein Global Value Equities. Mr. Phillips joined AllianceBernstein in 1994 as a member of the US Value Investment Policy Group. Mr. Marx has had portfolio management responsibility for more than five years.
The U.S: Core Fixed Income Team, comprised of senior Core Fixed Asset Team members, manages and makes investment decisions for the Active Allocated Portion of the EQ/Quality Bond PLUS Portfolio. In addition, the U.S. Core Fixed Income Team manages and makes investment decisions for the EQ/AllianceBernstein Short-Term Bond Portfolio and the EQ/AllianceBernstein Short-Term Government Bond Portfolio. The Core Fixed Asset Team relies heavily on the fundamental analysis and research of AllianceBernsteins large internal research staff. Members of the team work jointly to determine the majority of the investment strategy, including security selection for the firms U.S.: Core Fixed Income accounts.
Greg Wilensky, Senior Vice President and Portfolio ManagerUS 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 EQ/AllianceBernstein Short-Term Bond Portfolio, the EQ/AllianceBernstein Short-Term Government Bond Portfolio, and the Active Allocated Portion of the EQ/Quality Bond PLUS 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 firms 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.
BlackRock Capital Management, Inc . (BlackRock Capital), P.O. Box 9011, Princeton, New Jersey 08543-9011. BlackRock Capital is a registered investment adviser and a commodity pool operator organized in 1999. As of December 31, 2011, BlackRock Capital and its affiliates had approximately $ trillion in investment company and other portfolio assets.
The management of and investment decisions for the Active Allocated Portion of the EQ/Equity Growth PLUS Portfolio will be the joint and primary responsibility of Jeffrey R. Lindsey , CFA, and Edward Dowd .
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Jeffrey R. Lindsey, CFA , is Managing Director and Portfolio Manager of BlackRock Inc.s Large Growth Equity team since January 2005. BlackRock, Inc. is an affiliate of BlackRock Capital. Prior thereto, he was Chief Investment Officer-Growth of State Street Research & Management, overseeing all growth and core products.
Edward Dowd , is Managing Director and Portfolio Manager of BlackRock Inc.s Large Cap Growth Equity team since January 2005. BlackRock Inc. is an affiliate of BlackRock Capital. Prior thereto, he was Vice President and Portfolio Manager at State Street Research & Management.
BlackRock Investment Management, LLC (BlackRock), P.O. Box 9011, Princeton, New Jersey 08543-9011, manages the EQ/BlackRock Basic Value Equity Portfolio. BlackRock also serves as Adviser to the Index Allocated Portion of each of the EQ/Franklin Core Balanced Portfolio, the EQ/AXA Franklin Small Cap Value Core Portfolio, the EQ/Global Multi-Sector Equity Portfolio, the EQ/Mutual Large Cap Equity Portfolio, the EQ/Templeton Global Equity Portfolio, the EQ/Global Bond PLUS Portfolio, the EQ/International Core PLUS Portfolio, EQ/International Value PLUS Portfolio, the EQ/Large Cap Core PLUS Portfolio, the EQ/Large Cap Growth PLUS Portfolio, the EQ/Mid Cap Value PLUS Portfolio and the EQ/Equity Growth PLUS Portfolio. BlackRock is a registered investment adviser and a commodity pool operator organized in 1999. As of December 31, 2011, BlackRock and its affiliates had approximately $ trillion in investment company and other portfolio assets under management.
The Index Allocated Portion of each of the EQ/Equity Growth PLUS Portfolio, EQ/Franklin Core Balanced Portfolio, the EQ/AXA Franklin Small Cap Value Core Portfolio, the EQ/Large Cap Core PLUS Portfolio, the EQ/Large Cap Growth PLUS Portfolio, the EQ/Mid Cap Value PLUS Portfolio and the EQ/Mutual Large Cap Equity Portfolio, the EQ/Global Multi-Sector Equity Portfolio, the EQ/International Core PLUS Portfolio the EQ/International Value PLUS Portfolio and the EQ/Templeton Global Equity Portfolio is managed by Edward Corallo, Christopher Bliss, Jennifer Hsui, Rachel Aguirre and Timothy Murray, CFA ® .
Edward Corallo is a Managing Director of BlackRock, Inc. since 2009. He was a principal of Barclays Global Investors from 1998 to 2009. Mr. Corallo has more than five years of portfolio management responsibility.
Christopher Bliss , Managing Director and portfolio manager, is a member of BlackRocks Institutional Index Equity team. He focuses on emerging and frontier market strategies. He has been with BlackRock since 2009. From 2004 to 2009 he served at Barclays Global Investors (BGI) heading a team responsible for a variety of index and enhanced index emerging market products. Mr. Bliss has more than five years portfolio management responsibility.
Jennifer Hsui, Managing Director and portfolio manager, is a member of BlackRocks Institutional Index Equity team. She has been with the firm as a portfolio manager since 2009. From 2006 to 2009 she served at BGI leading a team responsible for the domestic institutional equity index funds. Prior to 2006 she served as a research analyst at RBC Capital Markets.
Rachel Aguirre , Director and Portfolio Manager with BlackRock, is responsible for managing a broad range of international equity portfolios in the Institutional Indexing Group. She has been with the firm as a portfolio manager since 2009. From 2006 to 2009 she was a Portfolio Manager in the Index Equity Group, and prior to 2006 she was a portfolio manager and strategist in Barclays Global Investors Fixed Income Group.
Timothy Murray , CFA ® , Director and Portfolio Manager of BlackRock is a member of BlackRocks Index Equity Portfolio Management group. He has been with BlackRock since 2009. From 2007 to 2009 he served at BGI. Mr. Murray is responsible for managing passive and enhanced index equity strategies across emerging and frontier markets.
The Index Allocated Portion of the EQ/Franklin Core Balanced Portfolio tracking the Intermediate Government Credit Index is managed by Scott Radell and Karen Uyehara . Mr. Radell and Ms. Uyehara also have joint and primary responsibility for managing the Index Allocated Portion of the EQ/Global Bond PLUS Portfolio.
Scott Radell has been employed as a portfolio manager with BlackRock Investment Management LLC and BlackRock Financial Advisers (formerly, Barclays Global Fund Advisors) and its predecessors since 2009. Mr. Radell served as a portfolio manager at Barclays Global Fund Advisors and its affiliates since 2004.
Karen Uyehara, Director and Portfolio Manager, is a member of BlackRocks Model-Based Fixed Income Portfolio Management Group. She is responsible for managing BlackRocks US-based fixed income index funds. She has been with the firm as a portfolio manager since 2010. From 2002 to 2010 she served as a portfolio manager at Western Asset Management Company.
Kevin Rendino and Carrie King are the co-portfolio managers of the EQ/BlackRock Basic Value Equity Portfolio, and are jointly and primarily responsible for the day-to-day management of the Portfolio. Each is responsible for the selecting the Portfolios investments.
Kevin Rendino has been a Managing Director of and Portfolio Manager with BlackRock since 2006. He was a Managing Director of MLIM from 1997 to 2006.
Carrie King has been a Director of BlackRock since 2006. She was a Vice President of MLIM from 1993 to 2006. Ms. King has less than 5 years of portfolio management responsibility. She has been a research analyst for 23 years.
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Boston Advisors, LLC (Boston Advisors), One Federal Street, 26th Floor, Boston, Massachusetts 02110, is the Adviser to the EQ/Boston Advisors Equity Income 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, 2011 were $ billion.
The Institutional Portfolio Management team of Boston Advisors manages and makes investment decisions for the EQ/Boston Advisors Equity Income Portfolio. 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 .
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.
Calvert Investment Management, Inc. (Calvert), 4550 Montgomery Avenue, Suite 1000N, Bethesda, Maryland 20814. Calvert has been the Adviser to the EQ/Calvert Socially Responsible Portfolio since the Portfolio commenced operations. It has been managing mutual funds since 1976. Calvert is the investment adviser for mutual fund portfolios, including the nations largest array of sustainable and responsible mutual funds. As of December 31, 2011, Calvert had over $ billion in assets under management.
Natalie Trunow is primarily responsible for the day-to-day management of the EQ/Calvert Socially Responsible Portfolio. Ms. Trunow is Senior Vice President and Chief Investment Officer, Equities of Calvert, responsible for overseeing investment strategy and management of all Calvert balanced, equity and asset allocation portfolios. Ms. Trunow joined Calvert as Head, Equities in August 2008. Prior to joining Calvert she served as Section Head from 2005-2008 and Portfolio Manager from 2001 to 2008 for the Global Public Markets Group of General Motors Asset Management.
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 EQ/Capital Guardian Research Portfolio since its inception. As of December 31, 2011, Capital Guardian had $56.6 billion in assets under management.
Capital Guardians 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 Guardians 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 portfolios assets among the analysts. Capital Guardians 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 EQ/Capital Guardian Research Portfolio and are jointly and primarily responsible for the day-to-day management of the EQ/Capital Guardian Research Portfolio.
Irfan M. Furniturwala is a senior vice president and co-research portfolio coordinator of U.S. equities for Capital International Research, Inc. (an affiliate of Capital Guardian) 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. (an affiliate of Capital Guardian) with research responsibilities for the health care services sector, drug retail industry, and software. Ms. Frank joined Capital International in 2002.
Davis Selected Advisers, L.P. (Davis), 2949 East Elvira Road, Suite 101, Tucson, Arizona 85756. Davis serves as an investment adviser for mutual funds and individual and institutional clients. Davis has served as Adviser to the EQ/Davis New York Venture Portfolio since August 2006. As of December 31, 2011, Davis had over $55 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 Dreyfus Corporation (Dreyfus), 200 Park Avenue, New York, New York 10106, is the Adviser to the EQ/Money Market Portfolio. Dreyfus was founded in 1951 and currently manages approximately 194 mutual fund portfolios. As of December 31, 2011, Dreyfus had approximately $ billion in assets under management.
Franklin Advisers, Inc. (Franklin Advisers), One Franklin Parkway, San Mateo, CA 94403-1906, is the Adviser to the Active Allocated
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Portion of the EQ/Franklin Core Balanced Portfolio. Franklin Advisers is a registered investment adviser with the SEC that provides investment advisory services for registered mutual funds. As of December 31, 2011, 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. 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 Portfolios 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. Alex Peters, CFA ® and Matt Quinlan, CFA ® , are members of the team of professionals managing the Portfolio.
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 and Director of Core Hybrid Portfolio Management 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.
Alex Peters, CFA ® , is a Portfolio Manager with Franklin Templeton Investments. He joined Franklin Templeton Investments in 1992 as a portfolio manager. Mr. Peters is also a member of the Core/Hybrid team of Franklin Investments.
Matt Quinlan, CFA ® , is a Portfolio Manager with Franklin Templeton Investments. He joined Franklin Templeton Investments in 2005 as a research analyst and became a portfolio manager in 2007. Prior thereto, he worked in investment banking at Citigroup. Mr. Quinlan is also a member of the Core/Hybrid team.
Franklin Advisory Services, LLC (Franklin Advisory), One Parker Plaza, Ninth Floor, Fort Lee, New Jersey 07024, is the Adviser to the Active Allocated Portion of the EQ/AXA Franklin Small Cap Value Core Portfolio. Franklin is a registered investment adviser with the SEC that provides investment advisory services for registered mutual funds. As of December 31, 2011, Franklin Advisory, 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, CFA ® , Bruce C. Baughman, CPA, Margaret McGee, Y. Dogan Sahin, CFA ® and Donald G. Taylor, CPA.
William J. Lippman, President of Franklin Advisory and a chief investment officer, U.S. value of Franklin Advisory. He, 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 Portfolios 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 and portfolio manager of Franklin Advisory, 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, research analyst and portfolio manager of Franklin Advisory, 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 Advisory, 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 and portfolio manager of Franklin Advisory, 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.
Franklin Mutual Advisers, LLC (Franklin Mutual), 101 John F. Kennedy Parkway, Short Hills, New Jersey 07078, is the Adviser to the Active Allocated Portion of the EQ/Mutual Large Cap Equity Portfolio. Franklin Mutual is a registered investment adviser with the SEC that provides investment advisory services for registered mutual funds. As of December 31, 2011, Franklin Mutual, together with its affiliates, had $ billion in assets under management.
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 Portfolios investment portfolio, including but not limited to, purchases and sales of individual securities, portfolio risk assessment, and the management of daily cash balances in
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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. Peter Langerman and F. David Segal, CFA ® , are co-managers for the Portfolio and Deborah A. 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 Jerseys Division of Investment, overseeing employee pension funds.
F. David Segal, CFA, Portfolio Manager and research analyst of Franklin Mutual, joined Franklin Templeton Investments in 2002 and has held his current position since that time.
Deborah A. Turner, CFA, Assistant Portfolio Manager of Franklin Mutual, joined Franklin Templeton Investments in 1996 and has held her current position since that time.
GAMCO Asset Management Inc. (GAMCO), One Corporate Center, Rye, New York 10580, is the Adviser to the EQ/GAMCO Mergers and Acquisitions Portfolio and the EQ/GAMCO Small Company Value Portfolio. As of December 31, 2011, total assets under management for all clients were $ billion.
Mario J. Gabelli serves as the Chief Executive Officer and Chief Investment Officer of the Value Portfolios for GAMCO and is responsible for the day-to-day management of the Portfolios. He has over 40 years experience in the investment industry.
Institutional Capital LLC (ICAP), 225 West Wacker Drive, Suite 2400, Chicago, IL 60606, manages the Active Allocated Portion of the EQ/Large Cap Core PLUS Portfolio. ICAP is a registered investment adviser. As of December 31, 2011, ICAP had approximately $ 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 of the EQ/Large Cap Core PLUS Portfolio.
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 ICAPs investment strategies. Mr. Senser joined ICAP in 1986 and has portfolio management responsibilities since that time.
Tom Wenzel , Senior 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 ICAPs investment strategies. He joined ICAP in 1992 and has had portfolio management responsibility since that time.
Invesco Advisers, Inc. (Invesco), 1555 Peachtree Street, N.E., Atlanta, Georgia 30309, serves as the Adviser of the EQ/Van Kampen Comstock Portfolio. Invesco is an indirect wholly-owned subsidiary of Invesco Ltd., a publicly held company, that through its subsidiaries, engages in the business of investment management on an international basis. As of December 31, 2011 Invesco had over $ billion in assets under management.
Jason S. Leder , Kevin C. Holt , Devin E. Armstrong , James N. Warwick and Matthew Seinsheimer have joint and primary responsibility for the day-to-day management of the Portfolio.
Jason S. Leder , has been a Portfolio Manager of Invesco since June 2010. Prior thereto, he was a Managing Director and Portfolio Manager with Morgan Stanley Investment Management, Inc. (MSIM) since 1995 and a portfolio manager of the Portfolio since April 2005.
Kevin C. Holt , has been a Lead Portfolio Manager of Invesco since June 2010. Prior thereto, he was a Managing Director and Portfolio Manager with MSIM since 1999 and a portfolio manager of the Portfolio since April 2005.
Devin E. Armstrong , has been a Portfolio Manager of Invesco since June 2010. Prior thereto he was Vice President and Portfolio Manager at MSIM since August 2004, and research analyst from August 2004 to July 2007. He has been a portfolio manager of the Portfolio since July 2007.
James N. Warwick , has been a Portfolio Manager of Invesco since June 2010. Prior thereto he was an Executive Director and Portfolio Manager at MSIM since May 2002 and a Portfolio Manager of the Portfolio since July 2007.
Matthew Seinsheimer, has been Portfolio Manager of Invesco, who has been associated with Invesco and/or its affiliates in an investment management capacity since 1998.
J.P.Morgan Investment Management Inc. (JPMorgan) 270 Park Avenue, New York, New York 10016, has served as Adviser of the EQ/JPMorgan Value Opportunities 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, 2011, JPMorgan and its affiliates had $ trillion in assets under management.
Alan Gutmann, Vice President, is primarily responsible for the day-to-day management of the EQ/JPMorgan Value Opportunities 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.
Lord, Abbett & Co. LLC (Lord Abbett), 90 Hudson Street, Jersey City, NJ 07302-3973. Founded in 1929, Lord Abbett manages one of the nations oldest mutual fund complexes. As of December 31, 2011,
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Lord Abbett had approximately $ billion in assets under management.
The EQ/Lord Abbett Large Cap Core 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 Portfolios inception. Mr. Frascarelli has served as a portfolio manager for several other investment strategies since 1993. Assisting Mr. Frascarelli is Randy M. 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.
Marsico Capital Management LLC (Marsico), 1200 17 th Street, Suite 1600, Denver, CO 80202, is an independent, majority employee-owned, registered investment adviser. Marsico manages the Active Allocated Portion of the EQ/Large Cap Growth PLUS Portfolio. Marsico was organized in September 1997 as a Delaware limited liability company provides investment advisory services to other mutual funds and private accounts. As of December 31, 2011, Marsico had approximately $ billion in assets under management.
Thomas F. Marsico is co-manager of the Active Allocated Portion of the Portfolio. Mr. Marsico, Chief Investment Officer of Marsico has over 30 years of experience as a securities analyst and portfolio manager.
A. Douglas Rao , is a co-manager of the Active Allocated Portion of the Portfolio. Mr. Rao is a portfolio manager and senior analyst with Marsico. He joined Marsico in 2005, and has more than 10 years experience as a securities analyst. Mr. Rao has been a portfolio manager since July 2007.
Coralie Witter , CFA, is a co-manager of the Active Allocated Portion of the Portfolio. Ms. Witter is a senior analyst and portfolio manager. She has been associated with Marsico as an investment professional since 2004 and has over 15 years experience in the financial services industry.
Massachusetts Financial Services Company d/b/a MFS Investment Management (MFS), 500 Boylston Street, Boston, MA 02116. MFS has been the Adviser to the EQ/MFS International Growth Portfolio since July 25, 2005. MFS is Americas 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, 2011, assets under management of the MFS organization were approximately $ billion. David Antonelli and Kevin Dwan are primarily responsible for the day-to-day management of the EQ/MFS International Growth Portfolio.
David Antonelli is Vice Chairman and Portfolio Manager of MFS and has been employed in the investment area of MFS since 1991.
Kevin Dwan is Investment Officer and Portfolio Manager of MFS and has been employed in the investment area of MFS since 2005.
Montag & Caldwell, LLC (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, 2011 Montag & Caldwell had $ billion in assets under management.
Ronald E. Canakaris, Chairman and Chief Investment Officer of Montag & Caldwell, is responsible for the day-to-day investment management of the EQ/Montag & Caldwell Growth Portfolio and has more than 40 years experience in the investment industry. He has been Chief Investment Officer of Montag & Caldwell for more than 20 years.
Morgan Stanley Investment Management Inc. (MSIM Inc.), 522 Fifth Avenue, New York, NY 10036. MSIM Inc. has been the Adviser to the EQ/Morgan Stanley Mid Cap Growth Portfolio and the EQ/Global Multi-Sector Equity Portfolio since the Portfolios commenced operations. MSIM Inc. 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, 2011 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.
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 Limited (MSIM Limited), an affiliated investment adviser located at 25 Cabot Square, Canary Wharf, London, E114QA, England.
The Active Allocated Portion of the EQ/Global Multi-Sector Equity 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 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
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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 investors who additionally specialize in an industry.
Ruchir Sharma, the lead portfolio manager, is a Managing Director of MSIM Inc., and has been managing the EQ/Global Multi-Sector Equity Portfolio since 2001. He has been with MSIM Inc. in an investment management capacity since 1996.
James Cheng, a Managing Director of MSIM Company. Mr. Chang has been associated with MSIM Inc. since August 2006 and has been managing the Portfolio since 2006. Prior to joining MSIM Company, Mr. Cheng worked in an investment management capacity at Invesco Asia Limited from January 2005 to July 2006.
Paul Psaila, a Managing Director of MSIM Inc., has been managing the EQ/Global Multi-Sector Equity Portfolio since its inception and has been an investment management professional with MSIM Inc. since 1994.
Eric Carlson, an Managing 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 EQ/Global Multi-Sector Equity Portfolio since October 2006.
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.
The Growth team is jointly and primarily responsible for the day-to-day management of the EQ/Morgan Stanley Mid Cap Growth Portfolio. The current members of the team include Dennis Lynch, David Cohen, Sam Chainani, Alexander Norton, Jason Yeung and Armistead Nash. Members of the team may change from time to time.
Dennis Lynch is a Managing Director with MSIM Inc. He joined the firm in 1998 and has had portfolio management responsibilities for more than five years.
David Cohen is a Managing Director with MSIM Inc. He joined the firm in 1993 and has had portfolio management responsibilities for more than five years.
Sam Chainani is a Managing Director with MSIM Inc. He joined the firm in 1996 and has had portfolio management responsibilities for more than five years.
Alexander Norton is an Executive Director with MSIM Inc. He joined the firm in 2000 and has had portfolio management responsibility for more than five years.
Jason Yeung is a Managing Director with MSIM Inc. He joined the firm in 2002 and has had portfolio management responsibilities since September 2007. Prior to that time, Mr. Yeung was an Investor with MSIM Inc.
Armistead Nash is an Executive Director with MSIM Inc. He joined the firm in 2002 and has had portfolio management responsibilities since September 2008. Prior to that time, Mr. Nash was an Investor with MSIM Inc.
Northern Cross, LLC (Northern Cross) , 125 Summer Street, Suite 1400, Boston, Massachusetts, 02110 is the Adviser to the Active Allocated Portion of the EQ/International Value PLUS Portfolio. Northern Cross serves as an adviser for institutional clients and as a subadviser for mutual funds and annuity contracts. As of December 31, 2011, Northern Cross had approximately $ billion in assets under management. Howard Appleby, Jean-Francois Ducrest, James LaTorre, and Edward E. Wendell, Jr. are jointly and primarily responsible for the day-to-day management of the Portfolio.
Howard Appleby , Principal and Portfolio Manager of Northern Cross from 2003 to present.
Jean-Francois Ducrest , Principal and Portfolio Manager of Northern Cross from 2003 to present.
James LaTorre , Principal and Portfolio Manager of Northern Cross from 2003 to present.
Edward E. Wendell , Jr. Principal and Portfolio Manager of Northern Cross from 2003 to present.
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, 2011, Oppenheimer, together with its affiliates, had over $ billion in assets under management.
Rajeev Bhaman, CFA, Senior Vice President, is primarily responsible for the day-to-day management of the EQ/Oppenheimer Global Portfolio. He has held his current position since 1997 and he joined Oppenheimer in 1996.
Pacific Investment Management Company, LLC (PIMCO), 840 Newport Center Drive, Newport Beach, California 92660, is the Adviser to the EQ/PIMCO Ultra Short Bond Portfolio. PIMCO has provided investment counseling since 1971. As of December 31, 2011, assets under management were $ trillion.
Jerome Schneider, is responsible for the day-to-day management of the Portfolio. Mr. Schneider is also Executive Vice President of PIMCO. He joined PIMCO in 2008 as a portfolio manager. Prior to joining PIMCO, he served as a Senior Managing Director with Bear Stearns, specializing in credit and mortgage-related funding transactions. Mr. Schneider joined Bear Stearns in 1995.
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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, 2011, 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.
Each of the EQ/Large Cap Value Index Portfolio and the EQ/Mid Cap Index Portfolio is managed by SSgAs Global Equity Beta Solution Team. Portfolio managers Lynn Blake and John Tucker are jointly and primarily responsible for the day-to-day management of each Portfolio.
Lynn Blake is a Senior Managing Director of SSgA FM, and CIO of Passive Equities. In this capacity, Ms. Blake oversees a team of 65 portfolio managers globally, and over 1,000 portfolios with assets in excess of $750 billion. In addition, Ms. Blake Co-Chairs the SSgA Fiduciary Committee and is a member of the North American Product Development Committee, the IT Steering Committee, and the Senior Management Group. Prior to her current role, she was Head of Non-US Markets of passive equities, responsible for overseeing the management of all non-US equity index strategies, as well as serving as portfolio manager for several equity index portfolios. Ms. Blake joined SSgA in 1987.
John Tucker is a Managing Director of SSgA FM, and Co-Head of Passive Equity Strategies in North America. Mr. Tucker is responsible for overseeing the management of all equity index strategies and Exchange Traded Funds managed in Boston and Montreal. He is a member of the Senior Management Group. Previously, Mr. Tucker was head of the Structured Products group in SSgAs 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 EQ/Core Bond Index Portfolio and the EQ/Intermediate Government Bond Index Portfolio are managed by the U.S. Beta Solutions Team. Portfolio Managers Mahesh Jayakumar and Michael Brunell are jointly and primarily responsible for the day-to-day management of each Portfolio.
Mahesh Jayakumar, is a Principal of SSgA FM. He currently is a Portfolio Manager in the Beta and Government Solutions team in Global Fixed Income. He is responsible for managing several portfolios spanning diverse areas such as Green Bonds Agencies, Government/Credit, Aggregate and client directed mandates. Mr. Jayakumar has been with SSgA FM since 2008. Prior to joining State Street Corporation, Mr. Jayakumar worked as a software development manager for a large enterprise software provider.
Michael Brunell has been a member of the Fixed Income Index team since 2004. Mr. Brunell is a Vice President of SSgA FM. 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.
Templeton Investment Counsel, LLC (Templeton), 500 E. Broward Boulevard, Fort Lauderdale, Florida 33394, is the Adviser to the Active Allocated Portion of the EQ/Templeton Global Equity Portfolio. Templeton is a registered investment adviser with the SEC that provides investment advisory services for registered mutual funds. As of December 31, 2011, Templeton, together with its affiliates, had $ billion in assets under management.
Cindy Sweeting, CFA, Executive Vice President and Director of Portfolio Management of Templeton, is primarily responsible for the investments of the EQ/Templeton Global Equity Portfolio. She has served as a Portfolio Manager for the Portfolio since February 2008. From January 2008 to February 2011, she was President and Director of Portfolio Management of Templeton Global Advisers Limited. 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.
T. Rowe Price Associates, Inc. (T. Rowe Price) 100 East Pratt Street, Baltimore, Maryland 21202, is the Adviser to the EQ/T. Rowe Price Growth Stock Portfolio. T. Rowe Price was founded in 1937 and as of December 31, 2011, T. Rowe Price and its affiliates Price had $ billion under management.
P. Robert Bartolo, CPA, CFA, has primary responsibility for managing the EQ/T. Rowe Price Growth Stock 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 and its affiliate T. Rowe Price Group, Inc. and his investment experience dates from 1997. Mr. Bartolo has been with T. Rowe Price since August 2002. He is also a portfolio manager in the Equity Division and serves on several of the Investment Advisory Committees for the firm. Mr. Bartolo has fourteen years of investment experience, nine of which have been at T. Rowe Price.
UBS Global Asset Management (Americas) Inc. (UBS Global AM), One North Wacker Drive, Chicago, Illinois 60606, is the Adviser to the EQ/UBS Growth and Income Portfolio. As of December 31, 2011, UBS Global AM had approximately $ billion in assets under management. 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, 2011. UBS is an internationally diversified organization headquartered in Zurich and Basel, Switzerland, with operations in many areas of the financial services industry.
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Thomas M. Cole, CFA ® , John C. Leonard, CFA ® , and Thomas J. Digenan, CFA ® , are the portfolio managers jointly and responsible for the day-to-day management of the EQ/UBS Growth and Income Portfolio.
Thomas M. Cole , CFA, is a Managing Director and Head of U.S. 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 AMs 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.
Wells Capital Management Inc. , (Wells Capital Management) 525 Market Street, San Francisco, California 94105, serves as Adviser to the EQ/Wells Fargo Omega Growth Portfolio. Wells Capital Management is a registered investment adviser that provides investment advisory services for registered mutual funds, company retirement plans, foundations, endowments, trust companies and high net-worth individuals. Wells Capital Management is an indirect wholly owned subsidiary of Wells Fargo & Company, a publicly held company. As of December 31, 2011, Wells Capital Management (includes former Evergreen Investment Management Company, LLC) had approximately $ billion in assets under management.
Thomas J. Pence, CFA and Michael T. Smith, CFA are jointly and primarily responsible for the day-to-day management of the EQ/Wells Fargo Omega Growth Portfolio.
Thomas J. Pence, CFA has been a Portfolio Manager with Wells Capital Management or an affiliate since 2005.
Michael T. Smith, CFA has been a Portfolio Manager and Investment Analyst with Wells Capital Management or an affiliate since 2005.
Wells Capital Management and its affiliate First International Advisors, LLC , (First International), 30 Fenchurch Street, London, England, United Kingdom, EC3M 3BD, serve as Advisers to the Active Allocated Portion of the EQ/Global Bond PLUS Portfolio. First International, provides investment advisory services for mutual funds, company retirement plans, foundations, endowments, trust companies and other institutional clients. As of December 31, 2011, First 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.
Anthony Norris is Chief Investment Officer, Managing Director of Research and a senior portfolio manager at First International. He joined First International in 1989 and has been a portfolio manager for more than 20 years.
Peter Wilson is Managing Director and senior portfolio manager at First International. He joined First International in 1989 and has been a portfolio manager for more than 20 years.
Wellington Management Company, LLP (Wellington Management), 280 Congress Street, Boston, MA 02210, manages the Active Allocated Portion of the EQ/Mid Cap Value PLUS 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, 2011, Wellington Management had investment management authority with respect to approximately $ 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 of the EQ/Mid Cap Value PLUS Portfolio. Mr. Mordy joined Wellington Management as an investment professional in 1985.
WHV Investment Management (WHV) 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 EQ/International Core PLUS Portfolio. Wentworth has been providing investment advisory services since 1937. As of December 31, 2011, Wentworth had approximately $ billion in assets under management. Hirayama Investments provides subadvisory services to Wentworth with respect to clients utilizing Wentworths international and global strategies.
Richard K. Hirayama is responsible for the day-to-day management of the Active Allocated Portion of the EQ/International Core PLUS Portfolio. Mr. Hirayama, Senior Vice President, 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 effective date of January 1, 2009.
FMG LLC, 1290 Avenue of the Americas, New York, New York 10104, manages the ETF Allocated Portion of and the models used to manage portions of each of the EQ/Equity Growth PLUS Portfolio, the EQ/Global Bond PLUS Portfolio, the EQ/International Core PLUS Portfolio,
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EQ/International Value PLUS Portfolio, the EQ/Large Cap Core PLUS Portfolio, the EQ/Large Cap Growth PLUS Portfolio, the EQ/Large Cap Value PLUS Portfolio, the EQ/Mid Cap Value PLUS Portfolio and the EQ/Quality Bond PLUS Portfolio. In addition, FMG LLC oversees the models used to manage portions of the EQ/AXA Franklin Small Cap Value Core Portfolio, EQ/Franklin Core Balanced Portfolio, EQ/Global Multi-Sector Equity Portfolio, EQ/Mutual Large Cap Equity Portfolio, EQ/Templeton Global Equity Portfolio.
A committee of FMG LLC investment personnel (Investment Committee) manages the Fund of Funds Portion of the EQ/Quality Bond PLUS Portfolio. The Investment Committee also is responsible for the allocation of assets between the allocated portions of the EQ/Quality Bond PLUS Portfolio. The Investment Committee also is responsible for determining the allocation of assets between the actively and passively managed portions of the EQ/AXA Franklin Small Cap Value Core Portfolio, EQ/Equity Growth PLUS Portfolio, EQ/Franklin Core Balanced Portfolio, EQ/Global Multi-Sector Equity Portfolio, EQ/International Core PLUS Portfolio, EQ/International Value PLUS, EQ/Large Cap Core PLUS Portfolio, EQ/Large Cap Growth PLUS Portfolio, EQ/Large Cap Value PLUS Portfolio, EQ/Mid Cap Value PLUS Portfolio, EQ/Mutual Large Cap Equity Portfolio, and EQ/Templeton Global Equity Portfolio, overseeing the models used to manage the Portfolios, selecting and monitoring the Advisers for the Portfolios, and ensuring that asset allocations are consistent with the guidelines that have been approved by the Trusts Board of Trustees. In addition, the Investment Committee manages ETFs investments for the EQ/Core Bond Index Portfolio and the EQ/Intermediate Government Bond Index Portfolio.
Kenneth T. Kozlowski, CFP ® , CHFC, CLU has served as Senior Vice President of FMG LLC since May 2011 and as Senior Vice President of AXA Equitable from September 2011 to present. He served as Vice President of AXA Equitable from February 2001 to August 2011. He has served as Vice President of the Trust from June 2010 to present. Since 2003, Mr. Kozlowski has had primary responsibility for the asset allocation, fund selection and rebalancing of the funds of funds currently managed by FMG LLC and for the ETF Allocated Portions since May 25, 2007 and for the Fund of Funds Portion of the EQ/Quality Bond PLUS Portfolio since October 26, 2010. Mr. Kozlowski served as Chief Financial Officer and Treasurer of the Trust from 2002 to 2007.
Alwi Chan, CFA ® has served as a Vice President of FMG LLC since May 2011 and as Vice President of AXA Equitable since February 2007. Prior to that, he served as an Assistant Vice President (2005-2007) and Senior Investment Analyst (2002-2005) of AXA Equitable. He also has served as a Vice President of the Trust since 2007.
Xavier Poutas, CFA ® has served as an assistant portfolio manager of FMG LLC since May 2011 and has served as Assistant Vice President of AXA Equitable since 2008. He joined AXA Equitables Funds Management Group in October 2004 as a Fund Administrator and was involved in the implementation of the asset allocation strategy for the funds of funds currently managed by FMG LLC .
Legal Proceedings Relating to the Manager
In July 2011, a lawsuit was filed in the United States District Court for the District of New Jersey, entitled Mary Ann Sivolella v. AXA Equitable Life Insurance Company and AXA Equitable Funds Management Group, LLC . The lawsuit was filed derivatively on behalf of eight funds: EQ/Common Stock Index Portfolio; EQ/Equity Growth PLUS Portfolio; EQ/Equity 500 Index Portfolio; EQ/Intermediate Government Bond Index Portfolio; EQ/Large Cap Value PLUS Portfolio; EQ/Global Multi-Sector Equity Portfolio; EQ/Mid Cap Value PLUS Portfolio; and EQ/GAMCO Small Company Value Portfolio. The lawsuit sought recovery under Section 36(b) of the 1940 Act for alleged excessive fees paid to AXA Equitable and the Manager (the Defendants) for investment management services. The Plaintiff sought recovery of the alleged overpayments, or alternatively, rescission of the contracts and restitution of all fees paid, interest, costs, attorney fees, fees for expert witnesses, and reserves the right to seek punitive damages where applicable. In October 2011, the Defendants filed a motion to dismiss the complaint. In November 2011, the Plaintiff filed an amended complaint asserting a claim under Section 36(b) and new claims under (1) Section 26(f) of the 1940 Act alleging that the variable annuity contracts sold by the Defendants charged unreasonable management fees, and seeking restitution and rescission of those contracts under Section 47(b) of the 1940 Act; and (2) a claim for unjust enrichment. In the amended complaint, the Plaintiff seeks recovery of the alleged overpayments, rescission of the contracts, restitution of all fees paid, interest, costs, attorney fees, fees for expert witness, and reserves the right to seek punitive damages where applicable. The Defendants filed a motion to dismiss the amended complaint in December 2011.
Legal Proceedings Relating to the Advisers
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
EQ Advisors Trust | Management of the Trust | 205 |
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.
OppenheimerFunds, Inc. (OFI)
Pending Litigation. During 2009, a number of lawsuits have been filed in federal courts against OppenheimerFunds, Inc. (OFI), OppenheimerFunds Distributor, Inc. (OFDI), and certain Oppenheimer mutual funds (Defendant Funds) advised by OFI and distributed by OFDI (but not against the Fund). The lawsuits naming the Defendant Funds also name certain officers and trustees and former trustees of the respective Defendant Fund. The plaintiffs are seeking class action status on behalf of those who purchased shares of the respective Defendant Fund during a particular time period. The lawsuits against the Defendant Funds raise claims under federal securities laws alleging that, among other things, the disclosure documents of the respective Defendant Fund contained misrepresentations and omissions, that such Defendant Funds investment policies were not followed, and that such Defendant Fund and the other defendants violated federal securities laws and regulations. The plaintiffs seek unspecified damages, equitable relief and an award of attorneys fees and litigation expenses.
A lawsuit has been brought in state court against OFI, OFDI and another subsidiary of OFDI, on behalf of the Oregon College Savings Plan Trust, and other lawsuits have been brought in state court against OFI and that subsidiary (but not against the Fund), on behalf of the New Mexico Education Plan Trust. All of these lawsuits allege breach of contact, breach of fiduciary duty, negligence and violation of state securities laws, and seek compensatory damages, equitable relief and an award of attorneys fees and litigation expenses. An agreement in principal has been reached to settle the lawsuits on behalf of Oregon College Savings Plan Trust.
Other lawsuits have been filed in 2008 and 2009 in various state and federal courts, by investors who made investments through an affiliate of OFI, against OFI and certain of its affiliates. Those lawsuits relate to the alleged investment fraud perpetrated by Bernard Madoff and his firm (Madoff) and allege a variety of claims, including breach of fiduciary duty, fraud, negligent misrepresentation, unjust enrichment, and violation of federal and state securities laws and regulations, among others. They seek unspecified damages, equitable relief and an award of attorneys fees and litigation expenses. None of the suits have named OFDI, any of the Oppenheimer mutual funds or any of their independent Trustees or Directors. None of the Oppenheimer funds invested in any funds or accounts managed by Madoff.
OFI believes that the lawsuits described above are without legal merit and intends to defend them vigorously. The Defendant Funds Boards of Trustees have also engaged counsel to defend the suits vigorously on behalf of those Funds, their boards and the Trustees named in those suits. While it is premature to render any opinion as to the likelihood of an outcome in these lawsuits, or whether any costs that the Defendant Funds may bear in defending the suits might not be reimbursed by insurance, OFI believes that these suits should not impair the ability of OFI or OFDI to perform their respective duties to the Fund, and that outcome of all the suits together should not have any material effect on the operations of any of the Oppenheimer Funds.
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5. Fund distribution arrangements
The Trust offers three classes of shares on behalf of each Portfolio in this Prospectus: Class IA, Class IB and Class K shares. AXA Distributors, LLC (AXA Distributors) serves as the distributor for the Class IA, Class IB and Class K shares of the Trust. Each class of shares is offered and redeemed at its net asset value without any sales load. AXA Distributors is an affiliate of FMG LLC. AXA Distributors is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and is a member 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 Trusts Class IA and Class IB shares. Under the Distribution Plan, the Class IA and Class IB shares of the Trust are charged an annual fee to compensate AXA Distributors for promoting, selling and servicing shares of the Portfolios. The maximum annual distribution and/or service (12b-1) fee for each Portfolios Class IA and Class IB shares is 0.25% of the average daily net assets attributable to Class IA and Class IB shares. Because these fees are paid out of the Portfolios 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 distributor 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 distributor also may receive marketing support from the Advisers in connection with the distribution of the Contracts.
EQ Advisors Trust | Fund distribution arrangements | 207 |
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 FMG LLC.
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 timers shares. This can happen when it is not advantageous to sell any securities, so the Portfolios 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/International Equity Index Portfolio, EQ/International Value PLUS Portfolio, EQ/MFS International Growth Portfolio, EQ/International Core PLUS Portfolio, EQ/Oppenheimer Global Portfolio, iShares MSCI Mexico Index Fund), in securities of small- and mid-capitalization companies (e.g. EQ/AllianceBernstein Small Cap Growth Portfolio, EQ/Mid Cap Value PLUS Portfolio, iShares Russell Midcap lndex Fund), or in high-yield securities (SPDR ® Barclays Capital High Yield Bond ETF) 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 Trusts Board 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 Trusts 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:
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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. |
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The design of such policies and procedures involves inherently subjective judgments, which FMG LLC and its affiliates, on behalf of the Trust, seek to make in a fair and reasonable manner consistent with the interests of all Contractholders. |
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The limits on the 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 FMG LLC, on behalf of the Trust, determines that a Contractholders transfer patterns among the Trusts Portfolios are disruptive to the Trusts Portfolios, FMG LLC or an affiliate may, among other things, restrict the availability of personal telephone requests, facsimile transmissions, automated telephone services, internet services or any electronic transfer services. FMG LLC or an affiliate 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, FMG LLC or an affiliate 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
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transfer into or out of a Portfolio occurs on a day when the Portfolios net inflows and outflows exceed an established monitoring threshold, FMG LLC or an affiliate sends a letter to the Contractholder explaining that there is a policy against disruptive transfer activity and that if such activity continues, FMG LLC or an affiliate 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, FMG LLC or an affiliate currently will restrict the availability of voice, fax and automated transaction services. FMG LLC or an affiliate currently will apply such action for the remaining life of each affected Contract. Because FMG LLC or an affiliate 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 Contractholders who have engaged in disruptive transfer activity currently receive letters notifying them of FMG LLC or an affiliates intention to restrict access to communication services, such letters may not continue to be provided in the future. Consistent with seeking to discourage potentially disruptive transfer activity, FMG LLC, or an affiliate thereof or the Trust also may 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. The above policies and procedures do not apply to transfers, purchases and redemptions of shares of Portfolios of the Trust by funds of funds managed by FMG LLC.
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.
EQ Advisors Trust | Buying and selling shares | 209 |
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:
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A shares 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. |
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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. |
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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 Portfolios shares are not priced. |
Generally, Portfolio securities are valued as follows:
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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. |
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Debt securities based upon pricing service valuations. |
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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, the security will be valued using the fair value procedures by or under the direction of the Trusts 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. |
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Options for exchange traded options last sales price or, if not available, previous days 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. |
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Futures last settlement price or, if there is no sale, latest available bid price. |
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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. |
All securities held in the EQ/Money Market Portfolio are valued at amortized cost. 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.
Securities and assets for which market quotations are not readily available, for which valuation cannot be provided or for which events or circumstances occurring after the close of the relevant market or exchange materially affect their value are valued pursuant to the fair value procedures 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, high yield securities 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 Trusts calculations of net asset values for each applicable Portfolio when the Trust deems that the particular event or circumstance would materially affect such Portfolios net asset value. Such events or circumstances may be company specific, such as an earning reports, 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 Trusts Board of Trustees believes will reflect 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 Portfolios net asset value fairly reflects security values as of the time of pricing. Also, fair valuation of a Portfolios 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 Portfolios net asset value by those traders.
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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 from its net investment income daily, and distributes 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 qualify each taxable year 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, diversification limits on investments, types of income, and distributions. To comply with all these requirements may, from time to time, necessitate a Portfolios disposition of one or more investments when it might not otherwise do so. A regulated investment company that satisfies the federal tax requirements is not taxed at the entity (Portfolio) level to the extent it passes through its net income and net realized 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. FMG LLC, in its capacity as the Manager and the administrator of the Trust, therefore carefully monitors each Portfolios 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.
EQ Advisors Trust | Dividends and other distributions and tax consequences | 211 |
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 bonds 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 stocks 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 companys success or failure. By appraising a companys 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 companys 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 Portfolios 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 companys 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 Portfolios 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.
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The financial highlights table is intended to help you understand the financial performance for each Portfolios Class IA, Class IB and Class K shares. The financial information in the table below is for the past five (5) years (or, if shorter, the period of the Portfolios operations). The financial information below for the Class IA, Class IB and Class K 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 LLPs] report on each Portfolios financial statements as of December 31, 2011 and the financial statements themselves appear in the Trusts 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 Trusts Annual Report which are incorporated by reference into the Trusts SAI and available upon request.
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If you would like more information about the Portfolios, the following documents (including a copy of this Prospectus) are available at the Trusts website: www.axa-equitablefunds.com , free of charge.
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 significantly 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 Portfolios 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
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 SECs 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 SECs 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 SECs
Public Reference Section,
Washington, D.C. 20549-1520.
EQ Advisors Trust
(Investment Company Act File No. 811-07953)
© 2012 EQ Advisors Trust
EQ Advisors Trust SM
Prospectus dated May 1, 2012
This Prospectus describes one (1) Portfolio* offered by EQ Advisors Trust (the Trust) and the Class IA, Class IB and Class K 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 Growth-Alt 20 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 Portfolios shares or determined if this Prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.
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2 | Table of contents | EQ Advisors Trust |
All Asset Growth-Alt 20 Portfolio Class IA, IB and K Shares
Investment Objective: Seeks long-term capital appreciation and current income.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts) which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
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All Asset Growth-Alt 20 Portfolio |
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Class IA
Shares |
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Class IB
Shares |
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Class K
|
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Management Fee |
0.10% | 0.10% | 0.10% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waivers and/or Expense Reimbursement |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
% | % | % |
| Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual 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 an annual rate of 0.10% for Class K shares and 0.35% for Class IA shares and Class IB shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeemable of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolio pursues its investment objective by investing in other mutual funds (the Underlying Portfolios) managed by AXA Equitable Funds Management Group, LLC (FMG LLC or Manager) and exchange traded securities of other investment companies or investment vehicles (Underlying ETFs). The Manager, under the oversight of the Trusts Board of Trustees, has established an asset allocation target for the Portfolio. This target is the approximate percentage of the Portfolios assets that will be invested in equity, fixed income investments or alternative investments (referred to herein as asset classes) as represented by the holdings of the Underlying Portfolios and Underlying ETFs in which the Portfolio invests. The Portfolios current asset allocation target is to invest approximately 55% of its assets in equity investments, 25% in fixed income investments and 20% 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/GAMCO Mergers and Acquisitions Portfolio) through investments in Underlying Portfolios and Underlying ETFs. This asset allocation target may be changed by the Manager and the Trusts Board of Trustees without shareholder approval.
Subject to the asset allocation target set forth above, the Manager 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 or other instruments within each asset class ( e.g. , large cap equity securities, small/mid cap equity securities, domestic REITs, international/emerging markets securities, investment grade bonds and high yield bonds (also known as junk bonds)). Each target investment percentage is an approximate percentage of the Portfolios assets that is invested in a particular asset category through investments in Underlying Portfolios or Underlying ETFs whose individual holdings fall within such asset category. Under the Portfolios 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
EQ Advisors Trust | About the investment portfolios | 3 |
All Asset Growth-Alt 20 Portfolio (continued)
the table below. The Manager may change these targets from time to time. Actual allocations can deviate from the amounts shown below by up to 15% for each asset class and asset category. The REITs, investment grade and high yield bond categories may include both U.S. and foreign issuers.
Asset Class |
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Range of Equity |
55% | |||
Large Cap Equity Securities |
20% | |||
Small/Mid Cap Equity Securities |
15% | |||
International/Emerging Markets Securities |
20% | |||
Range of Alternative Investments |
20% | |||
REITs |
5% | |||
Other Alternatives |
15% | |||
Range of Fixed Income |
25% | |||
Investment Grade Bonds |
25% | |||
High Yield Bonds |
0% |
The Manager selects the Underlying Portfolios and Underlying ETFs in which to invest the Portfolios assets. The Manager may add new Underlying Portfolios and Underlying ETFs or replace or eliminate existing Underlying Portfolios and Underlying ETFs without shareholder approval. 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 asset allocation target and target investment percentages for the Portfolio on the degree to which it believes the Underlying Portfolios and Underlying ETFs, in combination, appropriate for the Portfolios investment objective. The Manager may sell the Portfolios holdings for a variety of reasons, including to invest in an Underlying Portfolio or Underlying ETF believed to offer superior investment opportunities.
THE PRINCIPAL RISKS
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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
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Risks of Investing in Underlying Portfolios: A Portfolio that invests in Underlying Portfolios will indirectly bear fees and expenses charged by the Underlying Portfolios, in addition to the Portfolios direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. In addition, the Portfolios net asset value is subject to fluctuations in the net asset value of each Underlying Portfolio. The Portfolio is also subject to the risks associated with the securities in which the Underlying Portfolios invest. The Portfolio and the Underlying Portfolios are subject to certain general investment risks, including market risk, issuer-specific risk, investment style risk and portfolio management risk. In addition, to the extent a Portfolio invests in Underlying Portfolios that invest in equity securities, fixed income securities and/or foreign securities, the Portfolio is subject to the risks associated with investing in such securities. The Underlying Portfolios 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 Underlying Portfolio at a time that is unfavorable to the Portfolio. |
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Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected. |
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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 commodity. |
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Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions. |
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Affiliated Portfolio Risk: In managing a Portfolio that invests in Underlying Portfolios, the Manager will have the authority to select and substitute the Underlying Portfolios. The Manager may be subject to potential conflicts of interest in allocating the Portfolios assets among the various Underlying Portfolios 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, administering, and with respect to certain Underlying Portfolios, its affiliates are responsible for sub-advising, the Underlying Portfolios. |
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Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and |
4 | About the investment portfolios | EQ Advisors Trust |
subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities. |
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Credit Risk: The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings. |
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Interest Rate Risk: The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a Portfolio with a shorter average duration. |
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Investment Grade Securities Risk: Debt securities are rated by national bond ratings agencies. Securities rated BBB and higher by Standard & Poors Ratings (S&P) or Fitch Ratings Ltd (Fitch) or Baa and higher by Moodys Investors Services, Inc. (Moodys) 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. |
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Junk Bonds or Lower Rated Securities Risk: Bonds rated below investment grade (i.e. BB by S&P or Fitch or Ba by Moodys are speculative in nature and are subject to additional risk factors such as increased possibility of default, illiquidity of the security, and changes in value based on changes in interest rates. Junk bonds are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength. |
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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 secured by interests in real estate (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 and net realized gains. |
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one, five and ten years through December 31, 2011 compare to the returns of a broad-based market index. The additional broad-based market index shows how the Portfolios performance compares with the returns of other asset classes in which the Portfolio may invest. Past performance is not necessarily an indication of future performance.
For periods prior to the date Class IA shares commenced operations (October 29, 2009), Class IA share performance information shown in the table below is the performance of Class IB shares which, reflects the effect of 12b-1 fees paid by Class IB shares. Class IA shares did not pay 12b-1 fees during the periods shown below.
Class K shares have not commenced operations as of the date of this Prospectus. The performance information shown in the table below for the Class K shares is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
15.31% (2009 2nd Quarter) | 16.47% (2008 4th Quarter) |
EQ Advisors Trust | About the investment portfolios | 5 |
All Asset Growth-Alt 20 Portfolio (continued)
Average Annual Total Returns | ||||||||||||
One Year | Five Years | Ten Years | ||||||||||
All Asset Growth-Alt 20 Portfolio Class IA Shares |
% | % | % | |||||||||
All Asset Growth-Alt 20 Portfolio Class IB Shares |
% | % | % | |||||||||
All Asset Allocation Portfolio Class K Shares |
% | % | % | |||||||||
S&P 500 Index |
% | % | % | |||||||||
Barclays Capital U.S. Aggregate Bond Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Managers: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President of FMG LLC | September 2005 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC | May 2011 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC | May 2011 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, and to other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your contract Prospectus for more information on purchasing and redeeming Portfolio Shares.
TAX INFORMATION
Because the Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and certain other investors eligible under applicable tax regulations. Accordingly, distributions the Portfolio makes of its net investment income and net realized gains
most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts and retirement plans and to other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
6 | About the investment portfolios | EQ Advisors Trust |
2. More about investment strategies, risks and the Underlying Portfolios and Underlying ETFs
Changes in Investment Objectives and Principal Investment Strategies
As described in this prospectus, the Portfolio has its own investment objective(s), policies and strategies. There is no assurance that the Portfolio will achieve its investment objective. The investment objective of the Portfolio may be changed without shareholder approval. All investment policies and strategies that are not specifically designated as fundamental may be changed without shareholder approval.
Underlying Portfolios and Underlying ETFs
The Portfolio invests primarily in Underlying Portfolios and Underlying ETFs. Accordingly, the Portfolios performance depends upon a favorable allocation by the Manager among the Underlying Portfolios and Underlying ETFs as well as the ability of the Underlying ETFs to generate favorable performance. The Underlying Portfolios are other mutual funds that are managed by the Manager and sub-advised by one or more investment sub-advisers, which may include affiliates of the Manager. ETFs are investment companies or other investment vehicles 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 & Poors, Russell or Morgan Stanley Capital International (MSCI)) selects as representative of a market, market segment, industry sector, country or geographic region. An Underlying ETF generally holds the same stocks, bonds or other instruments as the index it tracks (or it may hold a representative sample of such instruments). Accordingly, each Underlying ETF is designed so that its performance will correspond closely with that of the index it tracks.
Generally, portfolios investments in other investment companies are subject to statutory limitations in the Investment Company Act of 1940, as amended (1940 Act), including in certain circumstances a prohibition against acquiring shares of another investment company if, immediately after such acquisition, the portfolio and its affiliated persons (i) would hold more than 3% of such other investment companys 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. However, there are statutory and regulatory exemptions from these restrictions under the 1940 Act on which the Portfolio relies to invest in other investment companies in excess of these limits, subject to certain conditions. In addition, many ETFs have obtained exemptive relief from the Securities and Exchange Commission (SEC) to permit unaffiliated funds (such as the Portfolio) to invest in their shares beyond the statutory limits, subject to certain conditions and pursuant to contractual arrangements between the ETFs and the investing funds. The Portfolio relies on these exemptive orders in investing in ETFs.
The following is a list of the Underlying Portfolios and Underlying ETFs, in which the Portfolio currently may invest, generally divided by asset category, based on each Underlying Portfolios and Underlying ETFs primary holdings. The list of Underlying Portfolios and Underlying ETFs may change from time to time at the discretion of the Manager without notice or shareholder approval. The Portfolio will not necessarily invest in every Underlying Portfolio or Underlying ETF at one time. Additional information regarding the Underlying Portfolios is included in the prospectuses for those portfolios dated May 1, 2012, as supplemented from time to time. The Portfolio will purchase Class K shares of the Underlying Portfolios, 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/BlackRock Basic Value Equity
EQ/Boston Advisors Equity Income
EQ/Capital Guardian Research
EQ/Common Stock Index
EQ/Davis New York Venture
EQ/Equity 500 Index
EQ/Equity Growth 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 Large Cap Core
EQ/Montag & Caldwell Growth
EQ/Mutual Large Cap Equity
EQ/T. Rowe Price Growth Stock
EQ/UBS Growth and Income
EQ/Van Kampen Comstock
EQ/Wells Fargo Omega Growth
Multimanager Aggressive Equity
Multimanager Large Cap Core Equity
Multimanager Large Cap Value
SPDR ® S&P 500 ETF
Vanguard High Dividend Yield ETF
Vanguard Total Stock Market ETF
Small/Mid Cap Equities
EQ/AllianceBernstein Small Cap Growth
EQ/AXA Franklin Small Cap Value Core
EQ/GAMCO Small Company Value
EQ/Mid Cap Index
EQ/Mid Cap Value PLUS
EQ/Morgan Stanley Mid Cap Growth
EQ Advisors Trust | More about investment strategies, risks and the Underlying Portfolios and Underlying ETFs | 7 |
EQ/Small Company Index
Multimanager Mid Cap Growth
Multimanager Mid Cap Value
Multimanager Small Cap Growth
Multimanager Small Cap Value
International/Emerging Markets Securities
EQ/Emerging Markets Equity PLUS
EQ/International Equity Index
EQ/International Small Cap PLUS
EQ/Global Multi-Sector Equity
EQ/International Core PLUS
EQ/International ETF
EQ/International Value PLUS
EQ/MFS International Growth
EQ/Oppenheimer Global
EQ/Templeton Global Equity
iShares ® FTSE/Xinhua China 25 Index Fund
iShares ® MSCI Emerging Markets Index Fund
iShares ® MSCI EAFE Small Cap Index Fund
iShares ® S&P Latin America 40 Index Fund
Multimanager International Equity
SPDR ® S&P ® Emerging Europe ETF
SPDR ® S&P ® Emerging Asia Pacific ETF
SPDR ® S&P ® Emerging Markets Small Cap ETF
SPDR ® S&P ® International Mid Cap ETF
Vanguard Emerging Markets ETF
Vanguard MSCI EAFE ETF
Vanguard FTSE All-World ex-U.S. ETF
Vanguard FTSE All-World ex-U.S. Small Cap ETF
Vanguard Total World Stock ETF
High Yield Bond
EQ/High Yield Bond
SPDR ® Barclays Capital High Yield Bond ETF
Alternative Investments
Consumer Discretionary Select SPDR Fund
Consumer Staples Select SPDR Fund
Energy Select Sector SPDR Fund
EQ/GAMCO Mergers and Acquisitions
Financial Select Sector SPDR Fund
Health Care Select Sector SPDR Fund
Industrial Select Sector SPDR Fund
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
Materials Select Sector SPDR Fund
EQ/Natural Resources PLUS
EQ/Real Estate PLUS
SPDR ® Metals and Mining ETF
Technology Select Sector SPDR Fund
Utilities Select Sector SPDR Fund
Domestic Real Estate Investment Trusts (REITs)
iShares ® Cohen & Steers Realty Majors Index Fund
Vanguard REIT ETF
Global REITs
iShares ® S&P Developed ex-U.S. Property Index Fund
SPDR ® DJ Wilshire Global Real Estate ETF
SPDR ® DJ Wilshire International Real Estate ETF
Investment Grade Bond
EQ/AllianceBernstein Short-Term Bond Portfolio
EQ/AllianceBernstein Short-Term Government Bond Portfolio
EQ/Core Bond Index
EQ/Global Bond PLUS
EQ/Intermediate Government Bond Index
EQ/Money Market
EQ/PIMCO Real Return
EQ/PIMCO UltraShort Bond
iShares ® Barclays Aggregate Bond Fund
iShares ® Barclays TIPS Bond Fund
iShares ® JPMorgan USD Emerging Markets Bond Fund
iBoxx Investment Grade Corporate Bond Fund
Multimanager Core Bond
SPDR ® Barclays Capital International Treasury Bond Fund
SPDR ® DB International Government Inflation-Protected Bond Fund
Vanguard Total Bond Market ETF
Multi-Sector Bond
Barclays Capital Convertible Bond ETF
Multimanager Multi-Sector Bond
You should 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 investor may be able to realize lower aggregate expenses by investing directly in the Underlying Portfolios instead of in the Portfolio itself.
8 | More about investment strategies, risks and the Underlying Portfolios and Underlying ETFs | EQ Advisors Trust |
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 the Manager.
Asset Allocation Strategy
The Manager determines the asset allocation target for the asset classes, 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 Managers 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 fees directly associated with the 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 the Manager, and in certain instances, advisory fees paid by the Manager to its affiliates.
The Portfolio may deviate from its asset allocation target and target investment percentages as a result of appreciation or depreciation of the equity securities holdings, alternative investment 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, the Manager will rebalance the Portfolios holdings as deemed necessary to bring the asset allocation of the Portfolio back into alignment with its target allocations. Second, the Manager 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, the Manager 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.
Additional Strategies
The following provides additional information regarding the principal investment strategies of the Portfolio as discussed in About the Investment Portfolio Principal Investment Strategy and provides information regarding additional investment strategies that the Portfolio may employ. The Portfolio also may make other types of investments to the extent permitted by applicable law. For further information about investment strategies, please see the Portfolios Statement of Additional Information (SAI).
Securities of Other Investment Companies. The Portfolio invests in Underlying Portfolios and Underlying ETFs. The Underlying Portfolios are managed by the Manager and sub-advised by one or more sub-advisers, which may include affiliates of the Manager. The Portfolio has an asset allocation target (an approximate percentage of the Portfolios assets allocated between equity, fixed income and alternative investments as represented by the individual holdings of the Underlying Portfolios and Underlying ETFs) and target investment percentages (an approximate percentage of the Portfolios assets invested in a particular asset category large cap equity securities, small/mid-cap equity securities, domestic REITs, international/emerging markets securities, investment grade bonds and high yield bonds as represented by the individual holdings of the Underlying Portfolios and Underlying ETFs).
U.S. Government Securities. The Portfolio may invest in U.S. government securities, which include direct obligations of the U.S. Treasury (such as Treasury bills, notes or bonds) and obligations issued or guaranteed as to principal and interest (but not as to market value) by the U.S. government, its agencies or its instrumentalities. U.S. government securities include mortgage-backed securities issued or guaranteed by government agencies or government-sponsored enterprises. Other U.S. government securities may be backed by the full faith and credit of the U.S. government or supported primarily or solely by the creditworthiness of the government-related issuer or, in the case of mortgage-backed securities, by pools of assets.
On August 5, 2011, S&P lowered its long-term sovereign credit rating on the U.S. to AA+ from AAA. In reaching its decision, S&P cited the delay by the U.S. government in raising the U.S. debt ceiling and the related fiscal policy debate. The downgrade of the U.S. long-term sovereign credit rating by S&P has raised concerns about the potential impact of the downgrade and further credit rating downgrades. While the ramifications of the downgrade on U.S. government securities are uncertain, it could adversely affect the liquidity of U.S. government securities held by a Portfolio. In addition, the downgrade could lead to increased interest rates and volatility in the short-term.
Cash and Short-Term Investments. The Portfolio may hold cash or invest in short-term paper and other short-term investments (instead of being allocated to an Underlying Portfolio or Underlying ETF) as deemed appropriate by the Manager. Short-term paper generally includes any note, draft bill of exchange or bankers acceptance payable on demand or having a maturity at the time of issuance that does not exceed nine months or any renewal thereof payable on demand or having a maturity that is likewise limited.
The Portfolio also may invest its uninvested cash in high-quality, short-term debt securities, including repurchase agreements and high-quality money market instruments, and also may invest its uninvested cash in money market funds, including money market funds managed by the Manager. To the extent the Portfolio invests in a money market fund, it generally is not subject to the limits placed on investments in other investment companies, as discussed above in Investment Strategies Underlying Portfolios and Underlying ETFs.
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Portfolio Turnover. 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 their investment objectives. Frequent trading can result in a portfolio turnover in excess of 100% (high portfolio turnover).
Temporary Defensive Investments. For temporary defensive purposes, the Portfolio may invest without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements. To the extent the Portfolio is invested in these instruments, the Portfolio will not be pursuing its principal investment strategies and may not achieve its investment goal. In addition, the Portfolio may deviate from its asset allocation target and target investment percentages for defensive purposes.
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 the Portfolios shares may be affected by the Portfolios investment objectives, principal investment strategies and particular risk factors. Consequently, the Portfolio may be subject to different risks. Some of the risks of investing in the Portfolio are discussed below, including the principal risks of the Portfolio as discussed in About the Investment Portfolio The Principal Risks. However, other factors may also affect the Portfolios investment results. There is no guarantee that the Portfolio will achieve its investment objectives or that it will not lose value.
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 and other equity instruments, the performance of the portfolio will be subject to the risks of investing in equity securities and other equity instruments. To the extent the Portfolio invests in Underlying Portfolios and Underlying ETFs that invest primarily in fixed income securities and other fixed income instruments, the performance of the portfolio will be subject to the risks of investing in fixed income securities and other fixed income instruments, which may include high yield securities. To the extent the Portfolio invests in Underlying Portfolios and Underlying ETFs that invest primarily in alternative investments, the performance of the portfolio will be subject to the risks of investing in alternative investments.
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. Some of the risks, including principal risks of investing in the Underlying Portfolios and Underlying ETFs are discussed below. More information about the Underlying Portfolios and Underlying ETFs is available in their respective prospectus.
General Risks of the Portfolio and the Underlying Portfolios and Underlying ETFs
The Portfolio and 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 Managers process for selecting or replacing an investment sub-adviser (Adviser) and its decision to select or replace an Adviser does not produce the intended results.
Affiliated Portfolio Risk. In managing a Portfolio that invests in Underlying Portfolios, the Manager will have the authority to select and substitute the Underlying Portfolios. The Manager may be subject to potential conflicts of interest in allocating the Portfolios assets among the various Underlying Portfolios 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, administering, and with respect to certain Underlying Portfolios, its affiliates are responsible for sub-advising, the Underlying Portfolios. Portfolios investing in Underlying Portfolios may from time to time own or control a significant percentage of an Underlying Portfolios shares. Accordingly, the Underlying Portfolios are subject to the potential for large-scale inflows and outflows from the Underlying Portfolio as a result of purchases and redemptions by a Portfolio advised by the Manager that invests in that Underlying Portfolio. These inflows and outflows may be frequent and could increase the Underlying Portfolios expense ratio and transaction costs and negatively affect the Underlying Portfolios performance and ability to meet shareholder redemption requests. These inflows and outflows may limit the ability of an Underlying Portfolio to pay redemption proceeds within the time period stated in its prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons, and could cause an Underlying Portfolio to purchase or sell securities when it would not normally do so, which would be particularly disadvantageous for an Underlying Portfolio if it needs to sell securities at a time of volatility in the markets, when values could be falling. Redemptions by these Portfolios of their shares of the Underlying Portfolio may further increase the risks described above with respect to the Underlying Portfolio and may impact the Underlying Portfolios net asset value. Consistent with its fiduciary duties, the Manager seeks to implement each Portfolios and each Underlying Portfolios investment program in a manner that is Consistent with its investment objective, policies and strategies.
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 outperformance and underperformance in comparison to the general securities markets.
Derivatives Risk. A derivative instrument is an investment contract the value of which is linked to (or is derived from), in whole or in part, the value of an underlying asset, reference, rate or index (e.g., stocks,
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bonds, commodities, currencies, interest rates and market indexes). Derivatives include options, swaps, futures, options on futures, forward contracts and structured securities. Investing in derivatives involves investment techniques and risks different from those associated with ordinary mutual fund securities transactions and may involve increased transaction costs. The successful use of derivatives will usually depend on the Managers or an Advisers ability to accurately forecast movements in the market relating to the underlying reference asset, rate or index. If the Manager or an Adviser does not predict correctly the direction of securities prices, interest rates and other economic factors, a Portfolios derivatives position could lose value. A Portfolios investment in derivatives may rise, or fall more rapidly than other investments and may reduce the Portfolios returns. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. Derivatives also may be subject to a number of risks such as leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, credit risk and also involve the risk of mispricing or improper valuation. The use of derivatives may increase the volatility of a Portfolios net asset value. Derivatives may be leveraged such that a small investment in derivative securities can have a significant impact on a Portfolios exposure to stock market values, interest rates, currency exchange rates or other investments. As a result, a relatively small price movement in a derivatives contract may cause an immediate and substantial loss or gain. It may be difficult or impossible for a Portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio. In addition, the possible lack of a liquid secondary market for certain derivatives and the resulting inability of a Portfolio to sell or otherwise close a derivatives position and could expose the Portfolio to losses and could make such derivatives more difficult for the Portfolio to value accurately. Some derivatives are more sensitive to market price fluctuations and to interest rate changes than other investments. A Portfolio also could suffer losses related to its derivatives positions as a result of undervalued market movements, which losses are potentially unlimited. A Portfolio also may be exposed to losses if the counterparty in the transaction does not fulfill its contractual obligation. In addition, over-the-counter derivatives often do not have liquidity beyond the counterparty to the transaction, and because they are not traded on exchanges, they do not offer the protections provided by exchanges in the event that the counterparty is unable to fulfill its contractual obligation. Over-the-counter derivatives therefore involve greater counterparty and credit risk and may be more difficult to value than exchange-traded derivatives. When a derivative is used as a hedge against a position that a Portfolio holds, any loss generated by the derivative generally should be substantially offset by gains on the hedged instrument, and vice versa. While hedging can reduce or eliminate losses, it also can reduce or eliminate gains. Hedges are sometimes subject to imperfect matching between the derivative and the hedged investment, and there can be no assurance that a Portfolios hedging transactions will be effective.
There have been numerous recent legislative initiatives to implement a new regulatory framework for the derivatives markets. Various rules have been proposed, but the impact and extent of the proposed rules is not certain and it is not known when such rules may be adopted. New rules may limit the availability of certain derivatives, may make the use of derivatives by portfolios more costly, and may otherwise adversely impact the performance and value of derivatives.
Exchange Traded Funds Risk. When a Portfolio invests in exchange-traded funds (ETFs), it will indirectly bear fees and expenses charged by the ETFs, in addition to advisory and other fees paid directly by the Portfolio. 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 invests in an ETF, it is subject to the risks associated with the underlying securities in which that ETF invests. ETFs also 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. Most ETFs are not actively managed. An ETF generally invests in the securities included in, or representative of, its underlying index regardless of their investment merit or market trends. It is possible for such 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, such 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 ETFs securities and those in the index it seeks to track, rounding of prices, changes to the indices and regulatory policies may cause an ETFs 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 ETF manager 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, certain foreign exchanges, and in over-the-counter markets, there can be no assurance that an active trading market for such shares will develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETFs could be substantially and adversely affected. In addition, because ETFs are traded on these exchanges and in these markets, the purchase and sale of their shares involve transaction fees and commissions. 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
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discount or premium to its net asset value). The performance of a Portfolio that invests in such an ETF could be adversely impacted.
Index Strategy Risk. A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends to track the performance of an unmanaged index of securities, whereas actively managed portfolios typically seek to outperform a benchmark index. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Investment Style Risk. An Adviser may use a particular style or set of styles, for example, growth, value, momentum or quantitative investing styles, to select investments. Those 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 Portfolios share price.
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. An Adviser using this approach generally seeks 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 an Adviser also prefers 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 Adviser, 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. Growth stocks also may increase the volatility of the Portfolios share price.
Value investing attempts to identify strong companies selling at a discount from their perceived true worth. An Adviser using this approach generally selects stocks at prices that, in its view, are temporarily low relative to the companys earnings, assets, cash flow and dividends. Value investing is subject to the risk that a stocks intrinsic value may never be fully recognized or realized by the market, or its price 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-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.
Leveraging Risk. When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money. Leveraged holdings generally require corresponding holdings of cash and cash equivalents, which may impair the Portfolios ability to pursue its objectives.
Liquidity Risk. The risk that certain investments may be difficult or impossible for a Portfolio to purchase or sell at an advantageous time or price or in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the 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. A Portfolio may have multiple Advisers, each of which is responsible for investing a specific allocated portion of the Portfolios 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. In addition, while the Manager seeks to allocate a Portfolios assets among the Portfolios Advisers in a manner that it believes is consistent with achieving the Portfolios investment objective, the Manager may be subject to potential conflicts of interest in allocating the Portfolios assets among Advisers because the Manager pays different fees to the Advisers and due to other factors that could impact the Managers revenues and profits.
New Fund Risk. Certain Underlying Portfolios may be relatively new portfolios with limited operating history. Such Underlying Portfolios may not be successful in implementing their investment strategy or may not employ a successful investment strategy, and there can be no assurance
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that such Underlying Portfolios will grow to or maintain an economically viable size, which could result in an Underlying Portfolio being liquidated at any time without shareholder approval and at a time that may not be favorable for all shareholders.
Portfolio Management Risk. The risk that strategies used by the Manager or the Advisers and their securities selections fail to produce the intended results. In addition, the Manager may be subject to potential conflicts of interest in connection with providing advice to a Portfolio with respect to the allocation of assets between passively and actively managed portions of a Portfolio and the development and implementation of the models used to manage a Portfolio to the extent that such advice may impact its obligations with respect to any death benefit, income benefit or other guarantees that it and its affiliates may provide through Contracts that offer the Portfolio as an investment option. Consistent with its fiduciary duties, the Manager seeks to implement each Portfolios investment program in a manner that is in the best interests of the Portfolio and that is consistent with the Portfolios investment objective, policies and strategies described in detail in this Prospectus.
Portfolio Turnover Risk. High portfolio turnover (generally, turnover in excess of 100% in any given fiscal year) may result in increased transaction costs to a Portfolio, which may result in higher fund expenses and lower total return.
Recent Market Conditions Risk. The financial crisis in the U.S. and global economies over the past several years has resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign, and in the net asset values of many mutual funds, including a Portfolio. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country might adversely impact issuers in a different country. Because the situation is widespread and largely unprecedented, it may be unusually difficult to identify both risks and opportunities using past models of the interplay of market forces, or to predict the duration of these market conditions. The severity or duration of these conditions also may be affected by policy changes made by governments or quasi-governmental organizations. These conditions could negatively impact the value of a Portfolios investments.
The situation in the financial markets has resulted in calls for increased regulation. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) has initiated a revision of the U.S. financial regulatory framework and covers a broad range of topics, including (among many others) a reorganization of federal financial regulators; new rules for derivatives trading; and the registration and additional regulation of hedge and private equity fund managers. The regulators that have been charged with the responsibility for implementing the Dodd-Frank Act (e.g., the SEC and the CFTC) are reviewing generally and have proposed regulations or guidelines on the use of derivatives by market participants, including mutual funds. It is not clear whether final guidelines for such use will be published, or when these rules will become final. Instruments in which a Portfolio may invest, or the issuers of such instruments, may be negatively affected by the new legislation and regulation in ways that are unforeseeable. Most of the implementing regulations have not yet been finalized. Accordingly, the ultimate impact of the Dodd-Frank Act is not yet certain.
The U.S. federal government and certain foreign central banks have taken a variety of unprecedented actions to stimulate the economy and calm the financial markets. The ultimate effect of these efforts is not yet known. In the future, the U.S. federal government or other governments may take actions that affect the regulation of the instruments in which a Portfolio invests, the markets in which they trade, or the issuers of such instruments, in ways that are unforeseen. Changes in government policies may exacerbate the markets difficulties and withdrawal of this support, or other policy changes by governments or central banks, could negatively affect the value and liquidity of a Portfolios investments and cause it to lose money.
Repurchase Agreements Risk. A Portfolio may enter into repurchase agreements under which it purchases a security that a seller has agreed to repurchase from the Portfolio at a later date at the same price plus interest. If a seller defaults and the security declines in value, the Portfolio might incur a loss. If the seller declares bankruptcy, the Portfolio may not be able to sell the security at the desired time.
Risks of Investing in Underlying Portfolios. A Portfolio that invests in Underlying Portfolios will indirectly bear fees and expenses charged by those Underlying Portfolios, in addition to the Portfolios direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. In addition, the Portfolios net asset value is subject to fluctuations in the net asset value of each Underlying Portfolio. The Portfolio is also subject to the risks associated with the securities in which the Underlying Portfolios invest, and the ability of the Portfolio to meet its investment objective will depend, to a significant degree, on the ability of the Underlying Portfolios to meet their objectives. The Portfolio and the Underlying Portfolios are subject to certain general investment risks, including market risk, issuer-specific risk, investment style risk and portfolio management risk. In addition, to the extent a Portfolio invests in Underlying Portfolios that invest in equity securities, fixed income securities and/or foreign securities, the Portfolio is subject to the risks associated with investing in such securities such as equity risk, market capitalization risk, investment grade securities risk, interest rate risk, credit/default risk, foreign investing and emerging markets securities risk and lower-rated securities risk. The Underlying Portfolios 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 Underlying Portfolio at a time that is unfavorable to the Portfolio.
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Securities Selection Risk. The securities selected for a Portfolio may not perform as well as other securities that were not selected for a Portfolio. As a result, a Portfolio may underperform other funds with the same objective or in the same asset class.
Short Position Risk: A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited. A Portfolios long positions could decline in value at the same time that the value of the short positions increase, thereby increasing the Portfolios overall potential for loss. Market factors may prevent a Portfolio from closing out a short position at the most desirable time or at a favorable price.
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 or other equity instruments. 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 or other equity instruments. The risks of investing in equity securities or other equity instruments may include:
Convertible Securities Risk. 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 securitys governing instrument, which may be different than the current market price of the security. 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 a Portfolio in convertible debt securities may not be subject to any ratings restrictions, although in such cases the Portfolios Adviser will consider such ratings, and any changes in such ratings, in its determination of whether the Portfolio should invest in and/or continue to hold the securities. Convertible securities are subject to interest rate risk and credit risk and are often lower-quality securities.
Equity Risk. In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Financial Services Sector Risk. To the extent a Portfolio invests in the financial services sector, the value of the Portfolios 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 Portfolios shares could experience significantly greater volatility than Portfolios investing in a diversified portfolio of securities.
Focused Portfolio Risk. A Portfolio that employs a strategy of investing in the securities of a limited number of companies, some of which may be in the same industry, including a Portfolio that is classified as non-diversified, 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 Portfolios net asset value. Further, such a Portfolio may be more sensitive to events affecting a single industry. The use of a focused investment strategy may increase the volatility of a Portfolios investment performance, as the Portfolio may be more susceptible to risks associated with a single economic, political or regulatory event than a diversified Portfolio.
Initial Public Offering (IPO) Risk. Securities issued in IPOs have no trading history, and information about the companies may be available for very limited periods. In addition, the prices of securities sold in IPOs may be highly volatile. At any particular time or from time to time, a Portfolio may not be able to invest in securities issued in IPOs, or invest to the extent desired, because, for example, only a small portion (if any) of the securities being offered in an IPO may be made available to the Portfolio. In addition, under certain market conditions, a relatively small number of companies may issue securities in IPOs. Similarly, as the number of Portfolios to which IPO securities are allocated increases, the number of securities issued to any one Portfolio may decrease. 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 a Portfolios assets grow it will continue to experience substantially similar performance by investing in IPOs.
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.
Mid-Cap and Small-Cap Company Risk. A Portfolios investments in mid- and small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines,
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more limited financial resources and more limited markets for their stock as compared with larger companies. Their securities may be less well-known and trade less frequently and in limited volume compared with the securities of larger, more established companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. Mid- and small-cap companies also are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of mid- and small-cap company stocks tend to rise and fall in value more frequently than the stocks of larger companies. Although investing in mid- and small-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.
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 secured by interests in real estate (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 and net realized gains.
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 Advisers 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 Portfolios holding period. A Portfolios return also could be adversely impacted to the extent that an Advisers 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
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 or other debt instruments. 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 or other debt instruments. Examples of bonds include, but are not limited to, corporate debt securities (including notes), mortgage-backed and 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 Portfolios or Underlying ETFs investment strategies. In addition to bonds, debt securities also include money market instruments.
The risks of investing in fixed income securities or other fixed income instruments may include:
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. 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 securitys governing instrument, which may be different than the current market price of the security. 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 a Portfolio in
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convertible debt securities may not be subject to any ratings restrictions, although in such cases the Portfolios Adviser will consider such ratings, and any changes in such ratings, in its determination of whether the Portfolio should invest in and/or continue to hold the securities. Convertible securities are subject to interest rate risk and credit risk and are often lower-quality securities.
Credit Risk. The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which may be reflected in their credit ratings. Securities rated below investment grade (e.g., junk bonds) may include a substantial risk of default. U.S. government securities held by a Portfolio are supported by varying degrees of credit, and their value may fluctuate in response to political, market or economic developments. U.S. government securities, especially those that are not backed by the full faith and credit of the U.S. Treasury, such as securities supported only by the credit of the issuing governmental agency or government-sponsored enterprise, carry at least some risk of nonpayment, and the maximum potential liability of the issuers of such securities may greatly exceed their current resources. There is no assurance that the U.S. government would provide financial support to the issuing entity if not obligated to do so by law. Further, any government guarantees on U.S. government securities that a Portfolio owns do not extend to shares of the Portfolio themselves.
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 that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration. During periods of falling interest rates, an issuer of a callable bond may call or repay a security before its stated maturity and a Portfolio may have to reinvest the proceeds at lower interest rates, resulting in a decline in Portfolio income.
Investment Grade Securities Risk. Debt securities generally are rated by national bond ratings agencies. Securities rated BBB or higher by S&P or Fitch or Baa or higher by Moodys 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 Moodys) 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. Junk bonds 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 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 Portfolios 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 bonds value will decrease in a rising interest rate market, as will the value of the Portfolios 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 Portfolios rate of return.
Loan Participation and Assignments Risk. A Portfolios 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 the 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 a money market portfolios investments, increases in interest rates and deteriorations in the credit quality of the instruments the portfolio has purchased may reduce the portfolios yield and can cause the price of a money market security to decrease. In addition, a money market portfolio is subject to the risk that the value of an investment may be eroded over time by inflation.
Mortgage-Backed and Asset-Backed Securities Risk. The risk that the principal on mortgage- and asset-backed securities held by a Portfolio may be prepaid, which generally will reduce the yield and market value of these securities. 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 may increase the risk of default by borrowers and tend to extend the duration of these securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Portfolio that holds these types of securities may experience additional volatility and losses. This is known as extension risk. Moreover, declines in the credit quality of the issuers of mortgage- and asset-backed securities or in-
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stability in the markets for such securities may affect the value and liquidity of such securities, which could result in losses to the Portfolio. If a Portfolio purchases mortgage- or asset-backed securities that are subordinated to other interests in the same pool, the Portfolio as a holder of those securities may only receive payments after the pools 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 pools 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- and asset-backed securities may include securities backed by pools of 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 loan. As a result, the loans in the pool are likely to experience rates of delinquency, foreclosure, and bankruptcy that are higher, and that may be substantially higher, than those experienced by loans underwritten in a more traditional manner. In addition, changes in the values of the assets underlying the loans (if any), as well as changes in interest rates, may have a greater effect on the delinquency, foreclosure, bankruptcy, and loss experience of the loans in the pool than on loans originated in a more traditional manner. Moreover, instability in the markets for mortgage- 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- 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 or other foreign instruments. 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 or other foreign instruments.
The following is a more detailed description of the primary risks of investing in foreign securities:
Foreign Securities Risk. Investments in foreign securities, including depositary receipts, involve risks not associated with, or more prevalent than those that may be associated with, investing in U.S. securities. Foreign markets, particularly emerging markets, may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk. Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depository Receipts. Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Emerging Markets Risk: Emerging market countries generally are located in Asia, the Middle East, Eastern Europe, Central and South America and Africa. There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. For instance, these countries may be more likely than developed countries to experience rapid and significant developments in their political or economic structures. Some emerging market countries restrict foreign investments, impose withholding or other taxes on foreign investments, or may nationalize or expropriate the assets of private countries. Therefore, a Portfolio may
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be limited in its ability to make direct or additional investments in an emerging markets country. Such restrictions also may have negative impacts on transaction costs, market price, investment returns and the legal rights and remedies of a Portfolio. In addition, the securities markets of emerging markets countries generally are smaller, less liquid and more volatile than those of developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and less reliable settlement, registration and custodial procedures. Emerging market countries also may be subject to high inflation and rapid currency devaluations and may be heavily dependent on international trade, which can materially affect their securities markets. The risks associated with investing in a narrowly defined geographic area also generally are more pronounced with respect to investments in emerging market 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 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 Portfolios 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 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 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
Risks of Alternative Investments
The Portfolio may invest in certain Underlying Portfolios and 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 to the risks specific to alternative investments, the Underlying Portfolios and Underlying ETFs that invest in alternative investments may be subject to the risks associated with equity, fixed income and foreign investments, certain of which are discussed earlier in this prospectus. Certain risks discussed below also may apply to Underlying Portfolios and Underlying ETFs that do not invest in alternative investments. An Underlying Portfolio and Underlying ETF may be subject to certain additional risks as discussed in its Prospectus.
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 commodity.
Concentration Risk: If an Underlying Portfolio or Underlying ETF concentrates in a particular market, industry, group of industries, country, region, group of countries, asset class 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 market, industry, group of industries, country, region, group of countries, asset class or sector may be more susceptible to any single economic, market, political or regulatory occurrence affecting that industry or group of industries.
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 ETFs portfolio companies and the performance of the Underlying ETF.
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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.
Natural Resources Sector Risk: The profitability of companies in the natural resources sector can be affected by worldwide energy prices, limits on exploration and production spending. Companies in the natural resources sector are affected by government regulation, world events and economic conditions. Companies in the natural resources sectors also could be adversely affected by commodity price volatility, changes in exchange rates, imposition of import controls and increased competition. In addition, companies in the natural resources sector may be adversely affected by depletion of resources, technological developments and labor relations.
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.
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.
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 ETFs portfolio securities and the performance of the Underlying ETF.
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The performance of the Portfolio as shown in the section About the Investment Portfolio compares the Portfolios performance to that of broad-based securities market indexes. 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 the Portfolio is likely to select its holdings.
Barclays Capital U.S. Aggregate Bond Index (Aggregate Bond Index) covers the U.S. dollar denominated investment-grade, fixed-rate, taxable bond market of securities registered with the SEC. The index includes bonds from the Treasury, government-related, corporate, agency fixed rate and hybrid adjustable mortgage pass throughs, asset-backed securities and commercial mortgage-based securities.
Standard & Poors 500 Composite Stock Price Index (S&P 500 Index) is an unmanaged weighted index of common stocks of 500 of the largest U.S. companies, deemed by Standard & Poors 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.
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Information Regarding the Underlying Portfolios and Underlying ETFs
The following is additional information regarding certain of the Underlying Portfolios and Underlying ETFs in which the Portfolio currently may invest. 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, with respect to the Underlying Portfolios, by accessing the documents online at www.axa-equitablefunds.com or contacting the Underlying 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 |
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LARGE CAP EQUITIES | ||||||
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 Equity Risk Foreign Securities Risk Investment Style Risk Large-Cap Company Risk Mid-Cap Company Risk |
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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. |
Currency Risk Depositary Receipts Risk Emerging Markets Risk Equity Risk Foreign Securities Risk Large-Cap Company Risk |
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EQ/Common Stock Index 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 represented in the Russell 3000 ® Index. The Russell 3000 Index 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. |
Equity Risk Index Strategy Risk Large-Cap Company Risk Mid-Cap and Small-Cap Company Risk |
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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 |
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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)
Portfolio |
Investment
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Principal Investment Strategy |
Principal Investment Risks |
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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. |
Equity Risk Index Strategy Risk Large-Cap Company Risk |
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EQ/Equity Growth PLUS 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 equity securities. The Portfolios assets normally are allocated among three distinct portions; one portion is actively managed, one portion seeks to track the performance (before fees and expenses) of a particular index or indices and one portion invests in exchange-traded funds. The Portfolio also may invest in derivatives such as futures and options. |
Derivatives Risk Equity Risk Exchange-Traded Funds Risk Investment Style Risk Index Strategy Risk Large-Cap Company Risk Leveraging Risk Mid-Cap Company Risk |
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EQ/Large Cap Core PLUS Portfolio | Seeks 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. | 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). The Portfolios assets normally are allocated among three distinct portions; one portion is actively managed, one portion seeks to track the performance (before fees and expenses) of a particular index or indices and one portion invests in exchange-traded funds. The Portfolio also may invest in derivatives such as futures and options. |
Currency Risk Derivatives Risk Emerging Markets Risk Equity Risk Exchange-Traded Funds Risk Foreign Securities Risk Index Strategy Risk Large-Cap Company Risk Leveraging Risk Portfolio Turnover Risk |
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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. The Portfolio seeks to hold all securities in the Index in the exact weight each represents in the Index. |
Equity Risk Index Strategy Risk Investment Style Risk Large-Cap Company Risk |
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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)
Portfolio |
Investment
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Principal Investment Strategy |
Principal Investment Risks |
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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). The Portfolios assets normally are allocated among three distinct portions; one portion is actively managed, one portion seeks to track the performance (before fees and expenses) of a particular index or indices and one portion invests in exchange-traded funds. The Portfolio also may invest in derivatives such as futures and options. |
Currency Risk Derivatives Risk Emerging Markets Risk Equity Risk Exchange-Traded Funds Risk Foreign Securities Risk Index Strategy Risk Investment Style Risk Large-Cap Company Risk Leveraging Risk Portfolio Turnover Risk |
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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 typically will hold all securities in the Russell 1000 Value Index, in the exact weight each represents in that index, although in certain circumstances, a sampling approach may be utilized. |
Equity Risk Index Strategy Risk Investment Style Risk Large-Cap Company Risk |
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EQ/Large Cap Value PLUS 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 large-cap companies (or other financial investments that derive their value from the securities of such companies). The Portfolios assets normally are allocated among three distinct portions; one portion is actively managed, one portion seeks to track the performance (before fees and expenses) of a particular index or indices and one portion invests in exchange-traded funds. The Portfolio also may invest in derivatives such as futures and options. |
Derivatives Risk Equity Risk Exchange-Traded Funds Risk Index Strategy Risk Investment Style Risk Large-Cap Company Risk Leveraging Risk Portfolio Turnover Risk |
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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)
Portfolio |
Investment
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Principal Investment Strategy |
Principal Investment Risks |
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Multimanager Aggressive Equity Portfolio | Seeks to achieve 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 Portfolios assets normally are allocated among two distinct portions; one portion is actively managed and one portion seeks to track the performance (before fees and expenses) of a particular index or indices. The Portfolio also may invest in derivatives such as futures and options. |
Currency Risk Derivatives Risk Equity Risk Emerging Markets Risk Foreign Securities Risk Index Strategy Risk Large-Cap Company Risk Leverage Risk |
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Multimanager Large Cap Core Equity Portfolio | Seeks to achieve 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. Large capitalization companies are companies within the range of the S&P 500 Index at the time of investment. The Portfolios assets normally are allocated among two distinct portions; one portion is actively managed and one portion seeks to track the performance (before fees and expenses) of a particular index or indices. The Portfolio also may invest in derivatives such as futures and options. |
Derivatives Risk Equity Risk Large-Cap Company Risk Leverage Risk |
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Multimanager Large Cap Value Portfolio |
Seeks to achieve 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. Large capitalization companies are companies within the range of the Russell 1000 Index at the time of investment. The Portfolios assets normally are allocated among two distinct portions; one portion is actively managed and one portion seeks to track the performance (before fees and expenses) of a particular index or indices. The Portfolio also may invest in derivatives such as futures and options. |
Derivatives Risk Equity Risk Index Strategy Risk Investment Style Risk Large-Cap Company Risk Leverage Risk |
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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)
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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)
Portfolio |
Investment
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Principal Investment Strategy |
Principal Investment Risks |
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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). The Portfolios assets normally are allocated among three distinct portions; one portion is actively managed, one portion seeks to track the performance (before fees and expenses) of a particular index or indices and one portion invests in exchange-traded funds. The Portfolio also may invest in derivatives such as futures and options. |
Currency Risk Derivatives Risk Emerging Markets Risk Equity Risk Exchange Traded Funds Risk Foreign Securities Risk Index Strategy Risk Investment Style Risk Leveraging Risk Mid-Cap Company Risk |
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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 Portfolios total investment characteristics similar to those of the Russell 2000 as a whole. |
Equity Risk Index Strategy Risk Small-Cap Company Risk |
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Multimanager Mid Cap Growth Portfolio |
Seeks to achieve 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. Mid-capitalization companies are companies with market capitalization within the range of companies in the Russell 2500 Index at the time of investment. The Portfolios assets normally are allocated among two distinct portions; one portion is actively managed and one portion seeks to track the performance (before fees and expenses) of a particular index or indices. The Portfolio also may invest in derivatives such as futures and options. |
Derivatives Risk Equity Risk Index Strategy Risk Investment Style Risk Leverage Risk Mid-Cap Company Risk |
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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)
Investment
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Principal Investment Strategy |
Principal Investment Risks |
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Multimanager Mid Cap Value Portfolio | Seeks to achieve 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. Mid-capitalization companies are companies with market capitalization within the range of companies in the Russell 2500 Index or the Russell Midcap Index at the time of investment. The Portfolios assets normally are allocated among two distinct portions; one portion is actively managed and one portion seeks to track the performance (before fees and expenses) of a particular index or indices. The Portfolio also may invest in derivatives such as futures and options. |
Derivatives Risk Equity Risk Index Strategy Risk Investment Style Risk Leverage Risk Mid-Cap Company Risk |
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Multimanager Small Cap Growth Portfolio | Seeks to achieve 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 Index. The Portfolios assets normally are allocated among two distinct portions; one portion is actively managed and one portion seeks to track the performance (before fees and expenses) of a particular index or indices. The Portfolio also may invest in derivatives such as futures and options. |
Currency Risk Depositary Receipts Risk Derivatives Risk Emerging Markets Risk Equity Risk Foreign Securities Risk Index Strategy Risk Investment Style Risk Leverage Risk Portfolio Turnover Risk Small-Cap Company Risk |
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Multimanager Small Cap Value 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 equity securities of small-capitalization companies. Small-capitalization companies are companies with market capitalization within the range of companies in the Russell 2000 Index. The Portfolios assets normally are allocated among two distinct portions; one portion is actively managed and one portion seeks to track the performance (before fees and expenses) of a particular index or indices. The Portfolio also may invest in derivatives such as futures and options. |
Currency Risk Depositary Receipts Risk Derivatives Risk Emerging Markets Risk Equity Risk Foreign Securities Risk Index Strategy Risk Investment Style Risk Leverage Risk Portfolio Turnover Risk Small-Cap Company Risk |
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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)
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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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iShares ® COMEX Gold Trust | For the value of the iShares to reflect, at any given time, the price of gold owned by the Trust at that time, less the Trusts 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 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. |
Commodity Price Volatility Risk Exchange Traded Funds Risk General Investment Risks Liquidity Risk Increases in Hedging Activity Risk Sales by the Official Sector Risk |
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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 generally invests at least 90% of its assets in the securities of the Index and in depositary receipts representing such securities. |
Concentration Risk Equity Risk Exchange Traded Funds Risk General Investment Risks Mid Cap and Small Cap Company Risk Focused Portfolio Risk Oil and Gas Sector Risk |
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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 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 generally invest at least 90% of its assets in securities of the Index and in depositary receipts representing such securities. |
Concentration Risk Equity Risk Exchange Traded Funds Risk Focused Portfolio Risk Foreign Securities Risk General Investment Risks Natural Resources Sector Risk |
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iShares ® Silver Trust | For the value of the iShares to reflect, at any given time, the price of silver owned by the Trust at that time, less the Trusts 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. |
Commodity Price Volatility Risk Exchange Traded Funds Risk General Investment Risks Liquidity Risk Increases in Hedging Activity Risk |
EQ Advisors Trust | More about investment strategies, risks and the Underlying Portfolios and Underlying ETFs | 29 |
Information Regarding the Underlying Portfolios and Underlying ETFs (continued)
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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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EQ/MFS International Growth | 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. The Portfolio may invest a relatively large percentage of its assets in issuers in a single country, a small number of countries, or a particular geographic region. |
Currency Risk Depositary Receipts Risk Emerging Markets Risk Equity Risk Foreign Securities Risk Geographic Risk Investment Style Risk Large-Cap Company Risk Mid-Cap and Small-Cap Company Risk Portfolio Turnover Risk |
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EQ/Templeton Global Equity Portfolio | Seeks to achieve long-term capital growth. | Under normal circumstances the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities (or other financial instruments that derive their value from such securities. The Portfolios assets normally are allocated among two distinct portions; one portion is actively managed and one portion tracks the performance of a particular index or indices. The active allocated Portion invests primarily in the equity securities of companies located anywhere in the world, including emerging markets. The index allocated Portion is divided into two sub-portions that seek to track the performance (before fees and expenses) of the S&P 500 Index and Morgan Stanley Capital International EAFE Index, respectively. The Portfolio also may invest in derivatives such as futures and options. |
Credit Risk Currency Risk Depositary Receipts Risk Derivatives Risk Emerging Markets Risk Equity Risk Foreign Securities Risk Index Strategy Risk Interest Rate Risk Large-Cap Company Risk Leveraging Risk Mid-Cap Company Risk |
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Multimanager International Equity Portfolio | Seeks to achieve 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 outside of the U.S. and are traded in markets outside of the U.S.). The Portfolios assets normally are allocated among two distinct portions; one portion is actively managed and one portion seeks to track the performance (before fees and expenses) of a particular index or indices. The Portfolio also may invest in derivatives such as futures and options. |
Currency Risk Derivatives Risk Emerging Markets Risk Equity Risk Foreign Securities Risk Index Strategy Risk Large-Cap Company Risk Leverage Risk Mid-Cap and Small-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 |
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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 invests at least 90% of its assets in the securities of its underlying index and in depositary receipts representing securities of the Underlying Index. The Funds investment adviser uses a representative sampling indexing strategy to manage the Fund. |
Equity Risk Exchange Traded Funds Risk Foreign Securities Risk General Investment Risks Focused Portfolio Risk Small-Cap Company Risk |
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INVESTMENT GRADE BOND | ||||||
EQ/AllianceBernstein Short-Term Bond Portfolio | Seeks to achieve a balance of current income and capital appreciation, consistent with a prudent level of risk, by investing in a combination of long and short positions on debt securities, including debt securities included in the Barclays Capital Intermediate U.S. Government/Credit Index. | Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in debt securities and financial instruments that derive their value from such securities. The Portfolio utilizes a strategy that combines a passive investment index style focused on debt securities with an actively managed futures and options strategy that will be used to tactically manage the Portfolios exposure to the risk of losses due to changes in interest rates based on the Advisers projection of interest rate movements. |
Credit Risk Derivatives Risk Exchange Traded Funds Risk Index Strategy Risk Interest Rate Risk Investment Grade Securities Risk Leveraging Risk Liquidity Risk Risks Related to Investments In Other Investment Companies Short Sales Risk |
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EQ/AllianceBernstein Short-Term Government Bond Portfolio | Seeks to achieve a balance of current income and capital appreciation, consistent with a prudent level of risk, by investing in a combination of long and short positions on debt securities, including debt securities included in the Barclays Capital Intermediate U.S. Government Bond Index. | Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in debt securities issued by the U.S. government and its agencies and instrumentalities and financial instruments that derive their value from such securities. The Portfolio utilizes a strategy that combines a passive investment index style focused on debt securities with an actively managed futures and options strategy that will be used to tactically manage the Portfolios exposure to the risk of losses due to changes in interest rates based on the Advisers projection of interest rate movements. |
Credit Risk Derivatives Risk Exchange Traded Funds Risk Index Strategy Risk Interest Rate Risk Investment Grade Securities Risk Leveraging Risk Liquidity Risk Risks Related to Investments In Other Investment Companies Short Sales Risk Zero Coupon and Pay-in-Kind Securities Risk |
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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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EQ/Core Bond Index
Portfolio |
Seeks to achieve a total return before expenses that approximates the total return performance of the Barclays Capital Intermediate U.S. Government/Credit Index (Intermediate Government Credit Index), including reinvestment of dividends, at a risk level consistent with that of the Intermediate Government Credit Index. | 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 Intermediate Government Credit Index, which covers the U.S. dollar denominated investment-grade, fixed-rate, taxable bond market, including U.S. Treasury and government-related, corporate, credit and agency fixed-rate debt securities. |
Credit Risk Index Strategy Risk Interest Rate Risk Investment Grade Securities Risk |
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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. The Portfolios assets normally are allocated among three distinct portions; one portion is actively managed, one portion seeks to track the performance (before fees and expenses) of a particular index or indices and one portion invests in exchange-traded funds. |
Credit Risk Currency Risk Derivatives Risk Emerging Markets Risk European Economic Risk Exchange Traded Funds Risk Foreign Securities Risk Index Strategy Risk Interest Rate Risk Investment Grade Securities Risk Junk Bonds or Lower Rated Securities Risk Leveraging Risk Mortgage-Backed and Asset-Backed Securities Risk Portfolio Turnover |
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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 U.S. Government Bond Index (Government Index), including reinvestment of dividends, at a risk level consistent with that of the Government Index. | Under normal circumstances, the Portfolio will invest at least 80% of its net assets, plus borrowings for investment purposes, in debt securities that comprise the Government Index, or other financial instruments that derive their value from those securities. The Government 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 $250 million outstanding. |
Credit Risk Index Strategy Risk Interest Rate Risk Investment Grade Securities Risk Zero Coupon and Pay-in-Kind Securities Risk |
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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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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 Foreign Securities Risk Interest Rate Risk Loan Participation and Assignments Risk Money Market Risk Mortgage-Backed and Asset-Backed Securities Risk |
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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, which may be represented by forwards or derivatives such as options, futures contracts or swap agreements. The Portfolio may invest only in investment grade U.S. dollar denominated securities of U.S. issuers that are rated Baa or higher by Moodys, or equivalently rated by S&P or Fitch, or, if unrated, determined by the Adviser to be of comparable quality. The average portfolio duration will vary based on the Advisers forecast for interest rates and will normally not exceed one year. |
Credit Risk Derivatives Risk Equity Risk Interest Rate Risk Investment Grade Securities Risk Leveraging Risk Loan Participation and Assignments Risk Mortgage-Backed and Asset-Backed Securities Risk Portfolio Turnover Risk |
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Multimanager Core Bond Portfolio | Seeks to achieve 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 Portfolios assets normally are allocated among two distinct portions; one portion is actively managed and one portion seeks to track the performance (before fees and expenses) of a particular index or indices. The Portfolio also may invest in derivatives such as futures and options. |
Affiliated Portfolio Risk Credit Risk Currency Risk Derivatives Risk Emerging Markets Risk Foreign Securities Risk Index Strategy Risk Interest Rate Risk Investment Grade Securities Risk Leverage Risk Mortgage-Backed and Asset-Backed Securities Risk New Fund Risk Portfolio Turnover Risk Risks of Investing in Other Investment Companies |
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Information Regarding the Underlying Portfolios and Underlying ETFs (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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iShares ® Barclays TIPS Bond Fund | The Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the Barclays Capital U.S. Treasury Inflation Protected Securities (TIPS) Index (Series-L). | The Fund generally invests at least 90% of its assets in the bonds of its underlying index and at least 95% of its assets in U.S. government bonds. The Funds investment adviser may invest up to 10% of its assets in U.S. government bonds not included in the underlying index, but which it believes will help the Fund track its underlying index. The Funds investment adviser uses a representative sampling indexing strategy to manage the Fund. |
Exchange Traded Funds Risk Fixed Income Risks General Investment Risks Focused Portfolio Risk |
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iShares ® JP Morgan USD Emerging Markets Bond Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the JPMorgan EMBI Global Core Index. | The Fund generally invests at least 90% of its assets in the securities of its underlying index, or in securities not in the index which the adviser believes will help the Fund track its Index. The Funds investment adviser uses a representative sampling indexing strategy to manage the fund. |
Emerging Markets Risk Equity Risk Exchange Traded Funds Risk Foreign Securities Risk Fixed Income Risks General Investment Risks Index Strategy Risk Focused Portfolio Risk |
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HIGH YIELD BOND | ||||||
SPDR ® Barclays Capital High Yield Bond ETF | The Funds seeks to provide investment results that, before fees and expenses, correspond generally to the price and yield performance of the Barclays Capital High Yield Very Liquid Index (the High Yield Index). | The Fund generally invests at least 80% of its total assets in securities comprising the Index or in securities that the Funds investment adviser has determined have economic characteristics that are substantially identical to the economic characteristics of the securities that comprise the Index. The Fund uses a sampling strategy in seeking to track the performance of the Index. |
Exchange Traded Funds Risk Fixed Income Securities Risk General Investment Risks Junk bonds or Lower Rated Securities Risk Focused Portfolio Risk |
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MULTI-SECTOR BOND | ||||||
Multimanager Multi-Sector Bond Portfolio | Seeks to achieve 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 including investment grade bonds and bonds that are rated below investment grade (so called junk bonds). The Portfolios assets normally are allocated among two distinct portions; one portion is actively managed and one portion seeks to track the performance (before fees and expenses) of a particular index or indices. |
Credit Risk Currency Risk Derivatives Risk Emerging Markets Risk Foreign Securities Risk Index Strategy Risk Interest Rate Risk Investment Grade Securities Risk Leverage Risk Junk Bonds or Lower-Rated Securities Risk Mortgage-Backed and Asset-Backed Securities Risk Portfolio Turnover Risk |
EQ Advisors Trust |
More about investment strategies, risks and the Underlying Portfolios and Underlying ETFs |
35 |
The Trust is organized as a Delaware statutory trust and is registered with the SEC as an open-end management investment company. The Trusts 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 seventy-two (72) Portfolios, sixty-three (63) of which have authorized Class IA, Class IB and Class K shares and the remaining nine (9) of which are only authorized to issue Class IB and Class K shares. This Prospectus describes the Class IA, Class IB and Class K shares of one (1) Portfolio. The Portfolios investment objectives, investment strategies and risks, have been previously described in this Prospectus. 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 Trusts Class IA and Class IB shares.
FMG LLC, 1290 Avenue of the Americas, New York, New York 10104, currently serves as the Manager of the Trust. FMG LLC, is an investment adviser registered under the Investment Advisers Act of 1940, as amended and a wholly-owned subsidiary of AXA Equitable. AXA Equitable is a wholly-owned subsidiary of AXA Financial, Inc., a subsidiary of AXA, a French insurance holding company. FMG LLC serves as the investment adviser to mutual funds and other pooled investment vehicles, and had approximately $ billion in assets under management as of December 31, 2011.
The Manager has a variety of responsibilities for the general management and administration of the Trust and day-to-day management of 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 of Trustees. Within the asset allocation range for the Portfolio, the Manager will periodically establish specific percentage targets for each asset category and identify each Underlying Portfolio and Underlying ETF to be held by the Portfolio using the Managers 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 Portfolios holdings through its selection of Underlying Portfolios and Underlying ETFs as deemed necessary to bring the asset allocation of the Portfolio back into alignment with its asset allocation range and target investment percentages. The portfolio managers that are jointly and primarily responsible for the day-to-day management of the Portfolio are: Kenneth T. Kozlowski, CFP ® , CLU, ChFC, Alwi Chan, CFA ® , and Xavier Poutas, CFA ® .
Kenneth T. Kozlowski, CFP ® , CHFC, CLU has served as Senior Vice President of FMG LLC since May 2011 and as Senior Vice President of AXA Equitable from September 2011 to present. He was a Vice President of AXA Equitable from May 2001 to August
2011. He has served as Vice President of the Trust from June 2010 to present. Since 2003 Mr. Kozlowski has had primary responsibility for the asset allocation, fund selection and rebalancing of the funds of funds currently managed by FMG LLC and for the Portfolio since September 2005. Mr. Kozlowski served as Chief Financial Officer of the Trust from December 2002 to June 2007.
Alwi Chan, CFA ® has served as Vice President of FMG LLC since May 2011 and as Vice President of AXA Equitable since 2007. Prior to that, he served as an Assistant Vice President (2005- 2007) and Senior Investment Analyst (2002-2005) of AXA Equitable. He also has served as Vice President of the Trust since 2007.
Xavier Poutas , CFA ® has served as an assistant portfolio manager of FMG LLC since May 2011 and as Assistant Vice President of AXA Equitable since November 2008. He joined AXA Equitables Funds Management Group in October 2004 as a Fund Administrator and was involved in the implementation of the asset allocation strategy for funds of funds currently managed by FMG LLC.
Information about each portfolio managers compensation, other accounts he manages and his ownership of securities in the Portfolio is available in the Trusts SAI.
While the day-to-day management of the Portfolio currently is provided by the Manager, the Manager may hire investment sub-advisers Advisers to provide day-to-day portfolio management for the Portfolio in the future. The Manager has ultimate responsibility to oversee Advisers and recommend their hiring, termination and replacement. The Manager has been granted relief by the SEC to appoint, dismiss and replace Advisers and amend advisory agreements subject to the approval of the Trusts Board and without obtaining shareholder approval (the Multi-Manager Order). The Manager also may allocate a Portfolios assets to additional Advisers subject to approval of the Board and has discretion to allocate the Portfolios assets among its current Advisers when applicable. 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., unless the advisory agreement with the Affiliated Adviser is approved by the affected Portfolios shareholders.
A discussion of the basis for the decision by the Trusts Board of Trustees to approve the investment management agreement with respect to the Portfolio is available in the Trusts Semi-Annual and Annual Reports to Shareholders for the periods ended June 30 and December 31.
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 Portfolios average daily net assets) that the Manager
36 | Management of the Trust | EQ Advisors Trust |
received in 2011 for managing the Portfolio and the rate of the management fees waived by the Manager in 2011 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 2011
Portfolio |
Annual
Rate Received |
Rate of Fees
Waived and Expenses Reimbursed |
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All Asset Growth-Alt 20 |
0.10% | 0.25% |
FMG LLC also currently serves as the Administrator of the Trust. The administrative services provided to the Trust by FMG LLC include, among others, coordination of the Trusts 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 Trusts proxy voting policies and procedures and anti-money laundering program. For administrative services, in addition to the management fee, the Portfolio pays FMG LLC an asset-based fee at an annual rate of 0.15% on the first $15 billion of the Portfolios total average daily net assets; 0.125% on the next $5 billion of the Portfolios average daily net assets; 0.10% on average daily net assets thereafter; plus an additional $32,500 annually for the Portfolio. As noted in the prospectus for each Underlying Portfolio, FMG LLC and, in certain cases, an affiliate may 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 Managers selection of Underlying Portfolios may have a positive or negative effect on its revenues and/or profits.
In the interest of limiting until April 30, 2013 (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 make payments or waive its management, administrative and other fees to limit the 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 Portfolios business) to the following respective expense
Expense Limitation Provisions
Total Expenses Limited to
(% of daily net assets) |
||||||||||||
Portfolio |
Class K
Shares |
Class IA
Shares |
Class IB
Shares |
|||||||||
All Asset Growth-Alt 20 |
0.10% | 0.35% | 0.35% |
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 waivers being made and the combination of the Portfolios expense ratio and such reimbursements do not exceed the Portfolios 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. The Managers selection of Underlying Portfolios may positively or negatively impact its obligations under the Expense Limitation Agreement and its ability to recoup previous payments or waivers made under the Expense Limitation Agreement.
Legal Proceedings Relating to the Manager
In July 2011, a lawsuit was filed in the United States District Court for the District of New Jersey, entitled Mary Ann Sivolella v. AXA Equitable Life Insurance Company and AXA Equitable Funds Management Group, LLC . The lawsuit was filed derivatively on behalf of eight funds: EQ/Common Stock Index Portfolio; EQ/Equity Growth PLUS Portfolio; EQ/Equity 500 Index Portfolio; EQ/Intermediate Government Bond Index Portfolio; EQ/Large Cap Value PLUS Portfolio; EQ/Global Multi-Sector Equity Portfolio; EQ/Mid Cap Value PLUS Portfolio; and EQ/GAMCO Small Company Value Portfolio. The lawsuit sought recovery under Section 36(b) of the 1940 Act for alleged excessive fees paid to AXA Equitable and the Manager (the Defendants) for investment management services. The Plaintiff sought recovery of the alleged overpayments, or alternatively, rescission of the contracts and restitution of all fees paid, interest, costs, attorney fees, fees for expert witnesses, and reserves the right to seek punitive damages where applicable. In October 2011, the Defendants filed a motion to dismiss the complaint. In November 2011, the Plaintiff filed an amended complaint asserting a claim under Section 36(b) and new claims under (1) Section 26(f) of the 1940 Act alleging that the variable annuity contracts sold by the Defendants charged unreasonable management fees, and seeking restitution and rescission of those contracts under Section 47(b) of the 1940 Act; and (2) a claim for unjust enrichment. In the amended complaint, the Plaintiff seeks recovery of the alleged overpayments, rescission of the contracts, restitution of all fees paid, interest, costs, attorney fees, fees for expert witness, and reserves the right to seek punitive damages where applicable. The Defendants filed a motion to dismiss the amended complaint in December 2011.
EQ Advisors Trust | Management of the Trust | 37 |
4. Fund distribution arrangements
The Trust offers three classes of shares on behalf of the Portfolio: Class IA shares, Class IB shares and Class K shares. AXA Distributors, LLC (AXA Distributors) serves as the distributor for the Class IA, Class IB and Class K shares of the Trust. Each class of shares is offered and redeemed at its net asset value without any sales load. AXA Distributors is an affiliate of FMG LLC. AXA Distributors is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended and is a member 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 Trusts Class IA shares and Class IB shares (Distribution Plan). Under the Distribution Plan, the Class IA shares and Class IB shares of the Trust are charged an annual fee to compensate AXA Distributors for promoting, selling and servicing shares of the Portfolio. The maximum distribution and/or service (12b-1) fee for the Portfolios Class IA shares and Class IB shares is equal to an annual rate of 0.25% of the average daily net assets attributable to the Portfolios Class IA shares and Class IB shares. Because these fees are paid out of the Portfolios 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 distributor 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 distributor also may receive marketing support from the Advisers in connection with the distribution of the Contracts.
38 | Fund distribution arrangements | EQ Advisors Trust |
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 FMG LLC.
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 timers shares. This can happen when it is not advantageous to sell any securities, so the Portfolios 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/International Equity Index Portfolio, EQ/MFS International Growth Portfolio, EQ/International Value PLUS Portfolio, EQ/International Core PLUS, EQ/International ETF Portfolio and iShares MSCI Emerging Markets Index Fund), the securities of small- and mid-capitalization companies (e.g. Multimanager Mid Cap Growth Portfolio, EQ/AllianceBernstein Small Cap Growth Portfolio and Multimanager Small Cap Value Portfolio,) or high-yield securities (e.g. SPDR Barclays Capital High Yield Bond ETF), 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 Trusts 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 Trusts 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 Contractholders whose accounts are held through omnibus accounts. It should be recognized, however, that such policies and procedures are subject to limitations:
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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. |
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The design of such policies and procedures involves inherently subjective judgments, which FMG LLC and its affiliates, on behalf of the Trust, seeks to make in a fair and reasonable manner consistent with the interests of all Contractholders. |
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The limits on the 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 FMG LLC, on behalf of the Trust, determines that a Contractholders transfer patterns among the Trusts Portfolios are disruptive to the Trusts Portfolios, FMG LLC or an affiliate may, among other things, restrict the availability of personal telephone requests, facsimile transmissions, automated telephone services, internet services or any electronic transfer services. FMG LLC or an affiliate 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, FMG LLC or an affiliate 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
EQ Advisors Trust | Buying and selling shares | 39 |
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 Portfolios net inflows and outflows exceed an established monitoring threshold, FMG LLC or an affiliate sends a letter to the Contractholder explaining that there is a policy against disruptive transfer activity and that if such activity continues, FMG LLC or an affiliate 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, FMG LLC or an affiliate currently will restrict the availability of voice, fax and automated transaction services. FMG LLC or an affiliate currently will apply such action for the remaining life of each affected Contract. Because FMG LLC or an affiliate 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 Contractholders who have engaged in disruptive transfer activity currently receive letters notifying them of FMG LLC or an affiliates intention to restrict access to communication services, such letters may not continue to be provided in the future. Consistent with seeking to discourage potentially disruptive transfer activity, FMG LLC, or an affiliate thereof or the Trust also may, 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. The above policies and procedures do not apply to transfers, purchases and redemptions of shares of Portfolios of the Trust by funds of funds managed by FMG LLC.
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.
40 | 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:
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A shares 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. |
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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. |
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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 Portfolios 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 other assets held by the Underlying Portfolios and Underlying ETFs are valued as follows:
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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. |
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Debt securities based upon pricing service valuations. |
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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 the security will be valued using the fair value procedures by or under the direction of the Trusts 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. |
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Options for exchange traded options, last sales price or, if not available, previous days 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. |
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Futures last settlement price or, if there is no sale, latest available bid price. |
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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. |
All securities held in the EQ/Money Market Portfolio are valued at amortized cost. 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.
Securities and assets for which market quotations are not readily available, for which valuation cannot be provided or for which events or circumstances occuring after the close of the relevant market or exchange materially affect their value are valued pursuant to the fair value procedures 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, high yield securities 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 Trusts calculations of net asset values for each applicable portfolio when the Trust deems that the particular event or circumstance would materially affect such portfolios 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 Trusts Board of Trustees believes will reflect 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 a portfolios net asset value fairly reflects security values as of the time of pricing. Also, fair valuation of a portfolios 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 portfolios net asset value by those traders.
EQ Advisors Trust | How portfolio shares are priced | 41 |
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 a 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 qualify each taxable year 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. To comply with all these requirements may, from time to time, necessitate a Portfolios disposition of one or more investments when it might not otherwise do so. A regulated investment company that satisfies the federal tax requirements is not taxed at the entity (Portfolio) level to the extent it passes through its net income and net realized 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 would 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. FMG LLC, in its capacity as the Manager and the administrator of the Trust, therefore carefully monitors the Portfolios 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.
42 | Dividends and other distributions and tax consequences | EQ Advisors Trust |
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 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 bonds 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 stocks 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 companys success or failure. By appraising a companys 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 companys 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 Portfolios 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 companys 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 Portfolios 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 | 43 |
The financial highlights table is intended to help you understand the financial performance for the Portfolios Class IA, Class IB and Class K shares. The financial information in the table below is for the past five (5) years. The financial information below for the Class IA and Class IB shares has been derived from the financial statements of the Portfolio, which have been audited by [PricewaterhouseCoopers LLP,] an independent registered public accounting firm. [PricewaterhouseCoopers LLPs] report on the Portfolios financial statements as of December 31, 2011 and the financial statements themselves appear in the Trusts 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 Trusts Annual Report which are incorporated by reference into the Portfolios SAI and available upon request.
44 | Financial Highlights | EQ Advisors Trust |
If you would like more information about the Portfolio, the following documents (including a copy of this Prospectus) are available at the Trusts website: www.axa-equitablefunds.com , free of charge.
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 significantly affected the Portfolios 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 Portfolios policies and procedures with respect to the disclosure of its portfolio securities holdings is available in the Portfolios SAI.
To order a free copy of the Portfolios 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
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 SECs 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 SECs 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 SECs
Public Reference Section,
Washington, D.C. 20549-1520
EQ Advisors Trust
(Investment Company Act File No. 811-07953)
© 2012 EQ Advisors Trust
EQ Advisors Trust SM
Prospectus dated May 1, 2012
This Prospectus describes one (1) Portfolio* offered by EQ Advisors Trust (the Trust) and the Class IA, Class IB and Class K 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/Franklin Templeton 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 Portfolios shares or determined if this Prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.
Franklin Templeton
(251137)
EQ Advisors Trust
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Information Regarding the Franklin Templeton Underlying Portfolios |
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2 | Table of contents | EQ Advisors Trust |
EQ/Franklin Templeton Allocation Portfolio Class IA, IB and K Shares
Investment Objective: Primarily seeks capital appreciation and secondarily seeks income.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
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EQ/Franklin Templeton Allocation Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.05% | 0.05% | % | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waiver and/or Expense Reimbursement |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
1.03% | 1.28% |
| Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual 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 an annual rate of 0.15% for Class K shares and 0.40% for Class IA shares and Class IB shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolio pursues its investment objectives by investing on a fixed percentage basis in a combination of the EQ/Franklin Core Balanced Portfolio, EQ/Mutual Large Cap Equity Portfolio and EQ/Templeton Global Equity Portfolio (the Franklin Templeton Underlying Portfolios), each of which is a separate portfolio managed by AXA Equitable Funds Management Group, LLC (FMG LLC or Manager). The Franklin Templeton Underlying Portfolios, in turn, invest primarily in U.S. and foreign equity securities and, to a lesser extent, fixed-income and money market securities. The Portfolios assets will be allocated on approximately an equal basis (33 1 / 3 %) among each of the Franklin Templeton Underlying Portfolios.
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 Portfolios investment objective. Each Franklin Templeton Underlying Portfolio is managed by the Manager and sub-advised by Franklin Advisers, Inc. (EQ/Franklin Core Balanced Portfolio), Franklin Mutual Advisers, LLC (EQ/Mutual Large Cap Equity Portfolio) or Templeton Global Advisors Limited (EQ/Templeton Global Equity Portfolio) (together, the Advisers) and another sub-adviser that sub-advises the portion of each Franklin Templeton Underlying Portfolios assets that seeks to track (before expenses) the performance of an index or indices with minimal tracking error, which is commonly referred to as an indexing strategy. The Manager reserves the right to add new underlying portfolios or replace existing underlying portfolios without shareholder approval. The Portfolio will purchase Class K shares of the Franklin Templeton Underlying Portfolios, which are not subject to any sales charges or distribution or service (Rule 12b-1) fees.
The EQ/Franklin Core Balanced Portfolio seeks to maximize income while maintaining prospects for capital appreciation. This portfolios assets normally are allocated among two distinct portions: one portion is actively managed (the Active Allocated Portion) and one portion seeks to track the performance (before expenses) of a particular index or indices (the Index Allocated Portion). Under normal circumstances, the Active Allocated Portion invests in a diversified portfolio of debt and equity securities, including convertible securities. Debt securities in which the Active Allocated Portion may invest include investment grade and below investment grade fixed income securities (also known as
EQ Advisors Trust | About the investment portfolio | 3 |
EQ/Franklin Templeton Allocation Portfolio (continued)
high yield or junk bonds and which may be illiquid), asset- and mortgage-backed securities, loan participations and government securities. The Index Allocated Portion is allocated among two sub-portions, which seek to track the performance (before expenses) of the S&P 500 Index and the Barclays Intermediate U.S. Government/Credit Index, respectively. The Portfolio also may invest up to 25% of its assets in derivatives such as futures and options.
The EQ/Mutual Large Cap Equity Portfolio seeks to achieve capital appreciation, which may occasionally be short-term, and secondarily seeks income. Under normal circumstances, the portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in equity securities of large-capitalization companies (or financial instruments that derive their value from such securities), which, for the portfolio, means companies with market capitalizations of $5 billion or more at the time of purchase. The portfolios assets normally are allocated among two distinct portions: an Active Allocated Portion and an Index Allocated Portion. Under normal circumstances, the Active Allocated Portion invests mainly in equity securities of U.S. and foreign companies that the Adviser believes are undervalued, including risk arbitrage securities and securities of distressed companies. The Active Allocated Portion invests predominantly in large-cap companies but it may invest up to 20% of its net assets in smaller companies as well. The Index Allocated Portion seeks to track the performance (before expenses) of the S&P 500 Index. The Portfolio also may invest up to 25% of its assets in derivatives such as futures and options.
The EQ/Templeton Global Equity Portfolio seeks to achieve long-term capital growth. The portfolios assets normally are allocated among two distinct portions: an Active Allocated Portion and an Index Allocated Portion. Under normal circumstances, the Active Allocated Portion invests primarily in equity securities of companies located anywhere in the world, including emerging markets. The Active Allocated Portion may invest in securities of companies of any size but may invest only to a limited extent in securities issued by small capitalization companies. The Index Allocated Portion is allocated between two sub-portions, which seek to track the performance (before expenses) of the S&P 500 Index and Morgan Stanley Capital International EAFE Index, respectively. The Portfolio also may invest up to 25% of its assets in derivatives such as futures and options.
A portfolios investments in derivatives may be deemed to involve the use of leverage because the portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the portfolios gain or loss.
THE PRINCIPAL RISKS
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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
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Affiliated Portfolio Risk. In managing a Portfolio that invests in Underlying Portfolios, the Manager will have the authority to select and substitute the Underlying Portfolios. The Manager may be subject to potential conflicts of interest in allocating the Portfolios assets among the various Underlying Portfolios 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, administering, and with respect to certain Underlying Portfolios, its affiliates are responsible for sub-advising, the Underlying Portfolios. |
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Credit Risk. The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings. |
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Convertible Securities Risk: 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 securitys governing instrument, which may be different than the current market price of the security. 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 a portfolio in convertible debt securities may not be subject to any ratings restrictions, although in such cases the portfolios Adviser will consider such ratings, and any changes in such ratings, in its determination of whether the portfolio should invest in and/or continue to hold the securities. Convertible securities are subject to interest rate risk and credit risk and are often lower-quality securities. |
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Derivatives Risk. A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions. |
4 | About the investment portfolio | EQ Advisors Trust |
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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 financial stable companies. |
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Equity Risk. In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions. |
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Foreign Securities Risk. Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets, particularly emerging markets, may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities. |
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Emerging Markets Risk: There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries.
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Index Strategy Risk. A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a Portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index. |
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Interest Rate Risk. The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration. |
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Investment Grade Securities Risk: Debt securities rated BBB by Standard & Poors Ratings Services (S&P) or Fitch Ratings, Ltd. (Fitch) or Baa by Moodys Investors Service, Inc. (Moodys) 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. |
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Junk Bonds or Lower Rated Securities Risk: Bonds rated below investment grade (i.e., BB or lower by S&P or Fitch or Ba or lower by Moodys) are speculative in nature and are subject to additional risk factors such as increased possibility of default, illiquidity of the security, and changes in value based on changes in interest rates. Junk bonds are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength. |
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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. |
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Leveraging Risk: When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money. |
EQ Advisors Trust | About the investment portfolio | 5 |
EQ/Franklin Templeton Allocation Portfolio (continued)
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Liquidity Risk: The risk that certain investments may be difficult or impossible for a Portfolio to purchase or sell at an advantageous time or price or in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio. |
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Loan Participation and Assignments Risk: A Portfolios 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 the Portfolio could be held liable as a co-lender . |
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Mortgage-Backed and Asset-Backed Securities Risk: The risk that the principal on mortgage- and asset-backed securities held by a Portfolio will be prepaid, which generally will reduce the yield and market value of these securities. 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 may increase the risk of default by borrowers and tend to extend the duration of these securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Portfolio that holds these types of securities may experience additional volatility and losses. This is known as extension risk. Moreover, declines in the credit quality of the issuers of mortgage- and asset-backed securities or instability in the markets for such securities may affect the value and liquidity of such securities, which could result in losses to the Portfolio. |
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Mid-Cap and Small-Cap Company Risk: A Portfolios investments in mid- and small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. In general, these risks are greater for small-capitalization companies than for mid-capitalization companies. |
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Risks of Investing in Underlying Portfolios. A Portfolio that invests in Underlying Portfolios will indirectly bear fees and expenses charged by the Underlying Portfolios, in addition to the Portfolios direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. In addition, the Portfolios net asset value is subject to fluctuations in the net asset value of each Underlying Portfolio. The Portfolio is also subject to the risks associated with the securities in which the Underlying Portfolios invest. The Portfolio and the Underlying Portfolios are subject to certain general investment risks, including market risk, issuer-specific risk, investment style risk and portfolio management risk. In addition, to the extent a Portfolio invests in Underlying Portfolios that invest in equity securities, fixed income securities and/or foreign securities, the Portfolio is subject to the risks associated with investing in such securities. The Underlying Portfolios 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 Underlying Portfolio at a time that is unfavorable to the Portfolio. |
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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, 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 Advisers 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 Portfolios holding period. |
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year and since inception through December 31, 2011 compare to the returns of a broad-based market index. The additional broad-based market indexes show how the Portfolios performance compares with the returns of other asset classes in which the Portfolio may invest. Past performance is not necessarily an indication of future performance.
The Class K shares have not yet commenced operations as of the date of this Prospectus. The performance information shown in the table below for the Class K shares is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
6 | About the investment portfolio | EQ Advisors Trust |
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
16.22% (2009 2nd Quarter) | 19.24% (2008 4th Quarter) |
Average Annual Total Returns | ||||||||
One
Year |
Since Inception
2007) |
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EQ/Franklin Templeton Allocation Portfolio
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% | % | ||||||
EQ/Franklin Templeton Allocation Portfolio
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% | % | ||||||
EQ/Franklin Templeton Allocation Portfolio
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% | % | ||||||
S&P 500 Index |
% | % | ||||||
Barclays Capital U.S. Aggregate Bond Index |
% | % | ||||||
MSCI EAFE Index |
% | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
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Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior
Vice President of FMG LLC |
April 2007 | ||
Alwi Chan, CFA ® |
Vice President of
FMG LLC |
May 2011 | ||
Xavier Poutas ® |
Assistant
Portfolio Manager of FMG LLC |
May 2011 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with Contracts issued by AXA Equitable Life Insurance Company (AXA Equitable), AXA Life and Annuity Company and other affiliated or unaffiliated insurance companies and to the AXA Equitable 401k Plan. Shares also may be sold to tax-qualified retirement plans, to other Portfolios managed by FMG LLC that currently sell their shares to such accounts and plans, and to other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and certain other investors eligible under applicable tax regulations, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public, but instead is offered as an underlying investment option for Contracts and retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolio | 7 |
Changes in Investment Objectives and Principal Investment Strategies
As described in this prospectus, the Portfolio has its own investment objective(s), policies and strategies. There is no assurance that the Portfolio will achieve its investment objective. The investment objective of the Portfolio may be changed without shareholder approval. All investment policies and strategies that are not specifically designated as fundamental may be changed without shareholder approval.
Allocation Strategy
The Manager is responsible for allocating the Portfolios assets among the three Franklin Templeton Underlying Portfolios. 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. The Manager will periodically rebalance the Portfolios holdings as deemed necessary to bring the asset allocation of the Portfolio back into alignment with its fixed percentage allocations.
You should note that the Franklin Templeton Underlying Portfolios may already be available directly as investment options 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 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 the Manager.
Additional Strategies
The following is a list of additional investment strategies that the Portfolio may employ. The Portfolio also may make other types of investments to the extent permitted by applicable law. For further information about investment strategies, please see the Portfolios Statement of Additional Information (SAI).
Securities of Other Investment Companies. The Portfolio invests in the Franklin Templeton Underlying Portfolios that are managed by the Manager and sub-advised by two sub-advisers. The Portfolios assets are allocated on approximately an equal basis among each of the Franklin Templeton Underlying Portfolios. Generally, a Portfolios investments in other investment companies are subject to statutory limitations in the Investment Company Act of 1940, as amended (1940 Act), including in certain circumstances a prohibition against acquiring shares of another investment company if, immediately after such acquisition, the Portfolio and its affiliated persons (i) would hold more than 3% of such other investment companys total outstanding voting 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. However, there are statutory and regulatory exemptions from these restrictions under the 1940 Act on which the Portfolio relies to invest in other investment companies in excess of these limits, subject to certain conditions.
U.S. Government Securities. The Portfolio may invest in U.S. government securities, which include direct obligations of the U.S. Treasury (such as Treasury bills, notes or bonds) and obligations issued or guaranteed as to principal and interest (but not as to market value) by the U.S. government, its agencies or its instrumentalities. U.S. government securities include mortgage-backed securities issued or guaranteed by government agencies or government-sponsored enterprises. Other U.S. government securities may be backed by the full faith and credit of the U.S. government or supported primarily or solely by the creditworthiness of the government-related issuer or, in the case of mortgage-backed securities, by pools of assets. On August 5, 2011, S&P lowered its long-term sovereign credit rating on the U.S. to AA+ from AAA. In reaching its decision, S&P cited the delay by the U.S. government in raising the U.S. debt ceiling and the related fiscal policy debate. The downgrade of the U.S. long-term sovereign credit rating by S&P has raised concerns about the potential impact of the downgrade and further credit rating downgrades. While the ramifications of the downgrade on U.S. government securities are uncertain, it could adversely affect the liquidity of U.S. government securities held by a Portfolio. In addition, the downgrade could lead to increased interest rates and volatility in the short-term.
Cash Management. The Portfolio can hold uninvested cash or cash collateral. The Portfolio also may invest its uninvested cash in high-quality, short-term debt securities, including repurchase agreements and high-quality money market instruments, and also may invest uninvested cash in money market funds, including money market funds managed by the Manager, the Portfolios investment manager.
Portfolio Turnover. 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 their investment objectives. Frequent trading can result in a portfolio turnover in excess of 100% (high portfolio turnover).
Temporary Defensive Investments. For temporary defensive purposes, the Portfolio may invest, without limit, in cash, money market instruments or high quality short-term debt securities, including repurchase agreements. To the extent the Portfolio is invested in these instruments, the Portfolio will not be pursuing its principal investment strategies and may not achieve its investment goal. In addition, the Portfolio may deviate from its asset allocation targets and target investment percentages for defensive purposes.
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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 the Portfolios shares may be affected by the Portfolios investment objective(s), principal investment strategies and particular risk factors. Consequently, the Portfolio may be subject to different risks than another investment company. Some of the risks of investing in the Portfolio are discussed below, including the principal risks of the Portfolio as discussed in About the Investment Portfolio Risks. However, other factors may also affect the Portfolios investment results. There is no guarantee that the Portfolio will achieve its investment objective(s) or that it will not lose value.
The Portfolio follows a distinct set of investment strategies. The Portfolios 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. Some of the risks, including principal risks of investing in the Franklin Templeton Underlying Portfolios, are discussed below. More information about each Franklin Templeton Underlying Portfolio is available in its prospectus.
General Risks
The Portfolio and 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 Managers process for selecting or replacing an Adviser and its decision to select or replace an Adviser does not produce the intended results.
Affiliated Portfolio Risk. In managing a Portfolio that invests in Franklin Templeton Underlying Portfolios, the Manager will have the authority to select and substitute the Franklin Templeton Underlying Portfolios. The Manager may be subject to potential conflicts of interest in allocating the Portfolios assets among the various Franklin Templeton Underlying Portfolios 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, administering the Franklin Templeton Underlying Portfolios. Portfolios investing in Underlying Portfolios may from time to time own or control a significant percentage of an Underlying Portfolios shares. Accordingly, the Underlying Portfolios are subject to the potential for large-scale inflows and outflows from the Underlying Portfolio as a result of purchases and redemptions by a Portfolio advised by the Manager that invests in that Underlying Portfolio. These inflows and outflows may be frequent and could increase the Underlying Portfolios expense ratio and transaction costs and negatively affect the Underlying Portfolios performance and ability to meet shareholder redemption requests. These inflows and outflows may limit the ability of an Underlying Portfolio to pay redemption proceeds within the time period stated in its prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons, and could cause an Underlying Portfolio to purchase or sell securities when it would not normally do so, which would be particularly disadvantageous for an Underlying Portfolio if it needs to sell securities at a time of volatility in the markets, when values could be falling. Redemptions by these Portfolios of their shares of the Underlying Portfolio may further increase the risks described above with respect to the Underlying Portfolio and may impact the Underlying Portfolios net asset value. Consistent with its fiduciary duties, the Manager seeks to implement each Portfolios and each Underlying Portfolios investment program in a manner that is Consistent with its investment objective, policies and strategies.
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 outperformance and underperformance in comparison to the general securities markets.
Derivatives Risk. Derivatives are financial instruments whose value depends upon, or is derived from, the value of something else, such as one or more underlying investments, indexes or currencies. Derivatives include options, swaps, futures, options on futures, forward contracts and structured securities. Investing in derivatives involves investment techniques and risks different from those associated with ordinary mutual fund securities transactions and may involve increased transaction costs. The successful use of derivatives will usually depend on the Managers or an Advisers ability to accurately forecast movements in the market relating to the underlying reference asset, rate or index. If the Manager or an Adviser does not predict correctly the direction of securities prices, interest rates and other economic factors, a Portfolios derivatives position could lose value. A Portfolios investment in derivatives may rise or fall more rapidly than other investments and may reduce the Portfolios returns. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. Derivatives also may be subject to a number of risks such as leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, credit risk and also involve the risk of mispricing or improper valuation. The use of derivatives may increase the volatility of a Portfolios net asset value. Derivatives may be leveraged such that a small investment in derivative securities can have a significant impact on a Portfolios exposure to
EQ Advisors Trust | More About Investment Strategies and Risks | 9 |
stock market values, interest rates, currency exchange rates or other investments. As a result, a relatively small price movement in a derivatives contract may cause an immediate and substantial loss or gain. It may be difficult or impossible for a Portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio. In addition, the possible lack of a liquid secondary market for certain derivatives and the resulting inability of a Portfolio to sell or otherwise close a derivatives position and could expose the Portfolio to losses and could make such derivatives more difficult for the Portfolio to value accurately. Some derivatives are more sensitive to market price fluctuations and to interest rate changes than other investments. A Portfolio also could suffer losses related to its derivatives positions as a result of undervalued market movements, which losses are potentially unlimited. A Portfolio also may be exposed to losses if the counterparty in the transaction does not fulfill its contractual obligation. In addition, Over-the-counter derivatives often do not have liquidity beyond the counterparty to the transaction, and because they are not traded on exchanges, they do not offer the protections provided by exchanges in the event that the counterparty is unable to fulfill its contractual obligation. Over-the-counter derivatives therefore involve greater counterparty and credit risk and may be more difficult to value than exchange-traded derivatives. When a derivative is used as a hedge against a position that a Portfolio holds, any loss generated by the derivative generally should be substantially offset by gains on the hedged instrument, and vice versa. While hedging can reduce or eliminate losses, it also can reduce or eliminate gains. Hedges are sometimes subject to imperfect matching between the derivative and the hedged investment, and there can be no assurance that a Portfolios hedging transactions will be effective.
There have been numerous recent legislative initiatives to implement a new regulatory framework for the derivatives markets. Various rules have been proposed, but the impact and extent of the proposed rules is not certain and it is not known when such rules may be adopted. New rules may limit the availability of certain derivatives, may make the use of derivatives by portfolios more costly, and may otherwise adversely impact the performance and value of derivatives.
Index Strategy Risk. A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends to track the performance of an unmanaged index of securities, whereas actively managed portfolios typically seek to outperform a benchmark index. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Investment Style Risk: An Adviser may use a particular style or set of styles, for example, growth, value, momentum or quantitative investing styles, to select investments. Those 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 Portfolios share price.
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. An Adviser using this approach generally seeks 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 an Adviser also prefers 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 Adviser, 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. They also may increase the volatility of the Portfolios share price.
Value investing attempts to identify strong companies selling at a discount from their perceived true worth. An Adviser using this approach generally selects stocks at prices that, in its view, are temporarily low relative to the companys earnings, assets, cash flow and dividends. Value investing is subject to the risk that a stocks intrinsic value may never be fully recognized or realized by the market, or its price 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-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.
Leveraging Risk. When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money. Leveraged holdings generally require corresponding holdings of cash and cash equivalents, which may impair a Portfolios ability to pursue its objectives.
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Liquidity Risk. The risk that certain investments may be difficult or impossible for a Portfolio to purchase or sell at an advantageous time or price or in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio.
Market Risk. The risk that the securities market will move down, sometimes rapidly and unpredictably based on overall economic conditions and other factors.
Multiple Adviser Risk. A Portfolio may have multiple Advisers, each of which is responsible for investing a specific allocated portion of the Portfolios 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. In addition, while the Manager seeks to allocate a Portfolios assets among the Portfolios Advisers in a manner that it believes is consistent with achieving the Portfolios investment objective, the Manager may be subject to potential conflicts of interest in allocating the Portfolios assets among Advisers because the Manager pays different fees to the Advisers and due to other factors that could impact the Managers revenues and profits.
Portfolio Management Risk. The risk that strategies used by the Manager or the Advisers and their securities selections fail to produce the intended results. In addition, the Manager may be subject to potential conflicts of interest in connection with providing advice to a Portfolio with respect to the allocation of assets between passively and actively managed portions of a Portfolio and the development and implementation of the models used to manage a Portfolio to the extent that such advice may impact its obligations with respect to any death benefit, income benefit or other guarantees that it and its affiliates may provide through Contracts that offer the Portfolio as an investment option. Consistent with its fiduciary duties, the Manager seeks to implement each Portfolios investment program in a manner that is in the best interests of the Portfolio and that is consistent with the Portfolios investment objective, policies and strategies described in detail in this Prospectus.
Recent Market Conditions. The financial crisis in the U.S. and global economies over the past several years has resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign, and in the net asset values of many mutual funds, including the Portfolio. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country might adversely impact issuers in a different country. Because the situation is widespread and largely unprecedented, it may be unusually difficult to identify both risks and opportunities using past models of the interplay of market forces, or to predict the duration of these market conditions. The severity or duration of these conditions also may be affected by policy changes made by governments or quasi-governmental organizations. These conditions could negatively impact the value of the Portfolios investments.
The situation in the financial markets has resulted in calls for increased regulation. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) has initiated a revision of the U.S. financial regulatory framework and covers a broad range of topics, including (among many others) a reorganization of federal financial regulators; new rules for derivatives trading; and the registration and additional regulation of hedge and private equity fund managers. The regulators that have been charged with the responsibility for implementing the Dodd-Frank Act (e.g., the SEC and the CFTC) are reviewing generally and have proposed regulations or guidelines on the use of derivatives by market participants, including mutual funds. It is not clear whether final guidelines for such use will be published, or when these rules will become final. Instruments in which the Portfolio may invest, or the issuers of such instruments, may be negatively affected by the new legislation and regulation in ways that are unforeseeable. Most of the implementing regulations have not yet been finalized. Accordingly, the ultimate impact of the Dodd-Frank Act is not yet certain.
The U.S. federal government and certain foreign central banks have taken a variety of unprecedented actions to stimulate the economy and calm the financial markets. The ultimate effect of these efforts is not yet known. In the future, the U.S. federal government or other governments may take actions that affect the regulation of the instruments in which the Portfolio invests, the markets in which they trade, or the issuers of such instruments, in ways that are unforeseen. Changes in government policies may exacerbate the markets difficulties and withdrawal of this support, or other policy changes by governments or central banks, could negatively affect the value and liquidity of the Portfolios investments and cause it to lose money.
Repurchase Agreements Risk. A Portfolio may enter into repurchase agreements under which it purchases a security that a seller has agreed to repurchase from the Portfolio at a later date at the same price plus interest. If a seller defaults and the security declines in value, the Portfolio might incur a loss. If the seller declares bankruptcy, the Portfolio may not be able to sell the security at the desired time.
Risks of Investing in Underlying Portfolios. A Portfolio that invests in Underlying Portfolios will indirectly bear fees and expenses charged by those Underlying Portfolios, in addition to the Portfolios
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direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. In addition, the Portfolios net asset value is subject to fluctuations in the net asset value of each Underlying Portfolio. The Portfolio is also subject to the risks associated with the securities in which the Underlying Portfolios invest, and the ability of the Portfolio to meet its investment objective will depend, to a significant degree, on the ability of the Underlying Portfolios to meet their objectives. The Portfolio and the Underlying Portfolios are subject to certain general investment risks, including market risk, issuer-specific risk, investment style risk and portfolio management risk In addition, to the extent a Portfolio invests in Underlying Portfolios that invest in equity securities, fixed income securities and/or foreign securities, the Portfolio is subject to the risks associated with investing in such securities such as equity risk, market capitalization risk, investment grade securities risk, interest rate risk, credit/default risk, foreign investing and emerging markets securities risk and lower-rated securities risk. The Underlying Portfolios 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 Underlying Portfolio at a time that is unfavorable to the Portfolio.
Securities Lending Risk. A Portfolio that lends securities is subject to the risk that the loaned securities will not be available to the portfolio on a timely basis and, therefore, that the Portfolio may lose the opportunity to sell the securities at a desirable time and price. There is also the risk that the Portfolio will not receive (or will experience delays in receiving) additional collateral or the loaned securities when due, which could result in a loss to the portfolio. If the borrower fails financially, it is also possible that the portfolio could lose its right to the collateral it holds. In addition, the Portfolio bears the risk of a decline in the value of the collateral held by the Portfolio in connection with a securities loan.
Securities Selection Risk. The securities selected for a Portfolio may not perform as well as other securities that were not selected for a Portfolio. As a result, a Portfolio may underperform other funds with the same objective or in the same asset class.
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 Portfolios investments in these securities through the Franklin Templeton Underlying Portfolios. The risks of investing in equity securities may include:
Convertible Securities Risk. 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 securitys governing instrument, which may be different than the current market price of the security. 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 a Portfolio in convertible debt securities may not be subject to any ratings restrictions, although in such cases the Portfolios Adviser will consider such ratings, and any changes in such ratings, in its determination of whether the Portfolio should invest in and/or continue to hold the securities. Convertible securities are subject to interest rate risk and credit risk and are often lower-quality securities.
Equity Risk. In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
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.
Mid Cap and Small Cap Company Risk. A Portfolios investments in mid- and small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. Their securities may be less well-known and trade less frequently and in limited volume compared with the securities of larger, more established companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. Mid- and small-cap companies also are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of mid- and small-cap company stocks tend to rise and fall in value more frequently than the stocks of larger companies. Although investing in mid- and small-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.
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
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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 secured by interests in real estate (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 and net realized gains.
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, 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 Advisers 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 Portfolios holding period. A Portfolios return also could be adversely impacted to the extent that an Advisers 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.
Risks of Fixed Income Investments
Each Franklin Templeton Underlying Portfolio may invest in debt securities. Therefore, you investment in the Portfolio will be subject to the risks of investing in fixed income securities in direct proportion to the Portfolios 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 Portfolios investment strategies. In addition to bonds, debt securities also include money market instruments. The risks of investing in fixed income securities may include:
Convertible Securities Risk. 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 securitys governing instrument, which may be different than the current market price of the security. 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 a Portfolio in convertible debt securities may not be subject to any ratings restrictions, although in such cases the Portfolios Adviser will consider such ratings, and any changes in such ratings, in its determination of whether the Portfolio should invest in and/or continue to hold the securities. Convertible securities are subject to interest rate risk and credit risk and are often lower-quality securities.
Credit Risk. The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which may be reflected in their credit ratings. Securities rated below investment grade (e.g., junk bonds) may include a substantial risk of default. U.S. government securities held by a Portfolio are supported by varying degrees of credit, and their value may fluctuate in response to political, market or economic developments. U.S. government securities, especially those that are not backed by the full faith and credit of the U.S. Treasury, such as securities supported only by the credit of the issuing governmental agency or government-sponsored enterprise, carry at least some risk of nonpayment, and the maximum potential liability of the issuers of such securities may greatly exceed their current resources. There is no assurance that the U.S. government would provide financial support to the issuing entity if not obligated to do so by law. Further, any government guarantees on U.S. government securities that a Portfolio owns do not extend to shares of the Portfolio themselves.
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 that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration.
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Investment Grade Securities Risk. Debt securities are rated by national bond ratings agencies. Securities rated BBB by S&P or Fitch or Baa by Moodys 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 or lower by S&P or Fitch or Ba or lower by Moodys) 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. Junk bonds 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 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 Portfolios 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 bonds value will decrease in a rising interest rate market, as will the value of the Portfolios 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 Portfolios rate of return.
Loan Participation and Assignments Risk. A Portfolios 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 the Portfolio could be held liable as a co-lender.
Mortgage - Backed and Asset - Backed Securities Risk. The risk that the principal on mortgage- and asset-backed securities held by a Portfolio may be prepaid, which generally will reduce the yield and market value of these securities. 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 may increase the risk of default by borrowers and tend to extend the duration of these securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Portfolio that holds these types of securities may experience additional volatility and losses. This is known as extension risk. Moreover, declines in the credit quality of the issuers of mortgage- and asset-backed securities or instability in the markets for such securities may affect the value and liquidity of such securities, which could result in losses to the Portfolio. If a Portfolio purchases mortgage- or asset-backed securities that are subordinated to other interests in the same pool, the Portfolio as a holder of those securities may only receive payments after the pools 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 pools 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- and asset-backed securities may include securities backed by pools of 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 loan. As a result, the loans in the pool are likely to experience rates of delinquency, foreclosure, and bankruptcy that are higher, and that may be substantially higher, than those experienced by loans underwritten in a more traditional manner. In addition, changes in the values of the assets underlying the loans (if any), as well as changes in interest rates, may have a greater effect on the delinquency, foreclosure, bankruptcy, and loss experience of the loans in the pool than on loans originated in a more traditional manner. Moreover, instability in the markets for mortgage- 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- 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 Portfolios investments in these securities through the Franklin Templeton Underlying Portfolios. The risks of investing in foreign securities may include:
Foreign Securities Risk. Investments in foreign securities, including depositary receipts, involve risks not associated with, or more prevalent than those that may be associated with, investing in U.S. securities. Foreign markets, particularly emerging markets, may be less liquid,
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more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Curren cy Risk. Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts. Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Emerging Markets Risk. Emerging market countries generally are located in Asia, the Middle East, Eastern Europe, Central and South America and Africa. There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. For instance, these countries may be more likely than developed countries to experience rapid and significant developments in their political or economic structures. Some emerging market countries restrict foreign investments, impose withholding or other taxes on foreign investments, or may nationalize or expropriate the assets of private countries. Therefore, a Portfolio may be limited in its ability to make direct or additional investments in an emerging markets country. Such restrictions also may have negative impacts on transaction costs, market price, investment returns and the legal rights and remedies of a Portfolio. In addition, the securities markets of emerging markets countries generally are smaller, less liquid and more volatile than those of developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and less reliable settlement, registration and custodial procedures. Emerging market countries also may be subject to high inflation and rapid currency devaluations and may be heavily dependent on international trade, which can materially affect their securities markets. The risks associated with investing in a narrowly defined geographic area also generally are more pronounced with respect to investments in emerging market countries.
European Economic Risk. The European Unions (the EU) Economic and Monetary Union (the EMU) requires member countries to comply with restrictions on interest rates, deficits, debt levels, and inflation rates, and other factors, each of which may significantly impact every European country. The economies of EU member countries and their trading partners may be adversely affected by changes in the euros exchange rate, changes in EU or governmental regulations on trade, and the threat of default or default by an EU member country on its sovereign debt, which could negatively impact a Portfolios investments and cause it to lose money. Recently, the European financial markets have been negatively impacted by rising government debt levels; possible default on or restructuring of sovereign debt in several European countries, including Greece, Ireland, Italy, Portugal and Spain; and economic downturns. A European countrys default or debt restructuring would adversely affect the holders of the countrys debt and sellers of credit default swaps linked to the countrys creditworthiness and could negatively impact global markets more generally. Recent events in Europe have adversely affected the euros exchange rate and value and may continue to impact the economies of every European country.
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.
International Fair Value Pricing Risk. A Portfolio that invests in foreign securities is subject to the risk that its share price may be exposed to arbitrage attempts by investors seeking to capitalize on differences in the values of foreign securities trading on foreign exchanges that may close before the time the Portfolios net asset value is determined. If such arbitrage attempts are successful, the Portfolios net asset value might be diluted. A Portfolios use of fair value pricing in certain circumstances (by adjusting the closing market prices of foreign securities to reflect what the Board of Trustees believes to be their fair value) may help deter such arbitrage activities. The effect of such fair value pricing is that foreign securities may not be priced on the basis of quotations from the primary foreign securities market in which they are traded, but rather may be priced by another method that the Board believes reflects fair value. As such, fair value pricing is based on subjective judgment and it is
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possible that fair value may differ materially from the value realized on a sale of a foreign security. It is also possible that use of fair value pricing will limit an investment advisers ability to implement a Portfolios investment strategy (e.g., reducing the volatility of the Portfolios share price) or achieve its investment objective.
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 Portfolios 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 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 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.
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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 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 the Portfolio is likely to select its holdings.
Standard & Poors 500 Composite Stock Index (referred to here in as Standard & Poors 500 Index or S&P 500 Index) is an unmanaged weighted index of common stocks of 500 of the largest U.S. companies, deemed by Standard & Poors 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.
Barclays Capital U.S. Aggregate Bond Index (Aggregate Bond Index) covers the U.S. dollar denominated investment-grade, fixed-rate, taxable bond market of securities registered with the SEC. The index includes bonds from the Treasury, government-related, corporate, agency fixed rate and hybrid adjustable mortgage pass throughs, asset-backed securities and commercial mortgage-based securities.
Morgan Stanley Capital International (MSCI) EAFE ® Index (Europe, Australasia, Far East) is a free float-adjusted market capitalization index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. The index consists of the following 22 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.
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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 at www.axa-equitablefunds.com or 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/Franklin Core Balanced Portfolio | Seeks to maximize income while maintaining prospects for capital appreciation. | The Portfolios assets normally are allocated among two distinct portions; one portion is actively managed and one portion seeks to track the performance (before expenses) of a particular index or indices. Under normal circumstances, the Active Allocated Portion invests in a diversified portfolio of debt and equity securities. The Index Allocated Portion is allocated among two sub-portions, which seek to track the performance (before expenses) of the S&P 500 Index and the Barclays Capital Intermediate U.S. Government/Credit Index, respectively. The Portfolio also may invest in derivatives such as futures and options. |
Convertible Securities Risk Credit Risk Currency Risk Depository Receipts Risk Derivatives Risk Emerging Markets Risk Equity Risk Foreign Securities Risk Index Strategy Risk Interest Rate Risk Investment Grade Securities Risk Junk Bonds and Lower Rated Securities Risk Leveraging Risk Liquidity Risk Loan Participation and Assignments Risk Mortgage-Backed and Asset-Backed Securities Risk |
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EQ/Mutual Large Cap Equity Portfolio | Seeks to achieve capital appreciation, which may occasionally be short-term, and secondarily seeks income. | The Portfolios assets normally are allocated among two distinct portions; one portion is actively managed and one portion seeks to track the performance (before expenses) of a particular index or indices. Under normal circumstances, the Active Allocated Portion invests mainly in equity securities of U.S. and foreign companies that the Adviser believes are undervalued. The Index Allocated Portion seeks to track the performance (before expenses) of the S&P 500 Index. The Portfolio also may invest in derivatives such as futures and options. |
Credit Risk Currency Risk Depositary Receipts Risk Derivatives Risk Distressed Companies Risk Emerging Markets Risk Equity Risk Foreign Securities Risk Index Strategy Risk Interest Rate Risk Junk Bonds and Lower Rated Securities Risk Large-Cap Company Risk Leveraging Risk Mid-Cap and Small-Cap Company Risk Special Situations Risk |
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Information Regarding the Franklin Templeton Underlying Portfolios (continued)
Portfolio |
Investment
Objective |
Principal
Investment Strategy |
Principal
Investment Risks |
|||
EQ/Templeton Global Equity Portfolio | Seeks to achieve long-term capital growth. | The Portfolios assets normally are allocated among two distinct portions; one portion is actively managed and one portion seeks to track the performance (before expenses) of a particular index or indices. Under normal circumstances, the Active Allocated Portion invests primarily in the equity securities, including common stocks and preferred stocks, of companies located anywhere in the world, including emerging markets. The Index Allocated Portion is allocated between two sub-portions, which seek to track the performance (before expenses) of the S&P 500 Index and Morgan Stanley Capital International EAFE Index, respectively. The Portfolio also may invest in derivatives such as futures and options. |
Credit Risk Currency Risk Depositary Receipts Risk Derivatives Risk Emerging Markets Risk Equity Risk Foreign Securities Risk Index Strategy Risk Interest Rate Risk Large-Cap Company Risk Leveraging Risk Mid-Cap Company Risk |
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The Trust is organized as a Delaware statutory trust and is registered with the Securities and Exchange Commission (SEC) as an open-end management investment company. The Trusts 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 seventy-two (72) portfolios, sixty-three (63) of which have authorized Class IA, Class IB and Class K shares and nine (9) of which have authorized Class IB and Class K shares. This Prospectus describes the Class IA, Class IB and Class K shares of one (1) Portfolio. The Portfolios investment objective, investment strategies and risks, have been previously described in this Prospectus.
FMG LLC, 1290 Avenue of the Americas, New York, New York 10104, currently serves as the Manager of the Trust. FMG LLC is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and a wholly owned subsidiary of AXA Equitable. AXA Equitable is a wholly-owned subsidiary of AXA Financial, Inc., a subsidiary of AXA, a French insurance holding company. FMG LLC serves as the investment manager to mutual funds and pooled investment vehicles and, as of December 31, 2011, had $ billion in assets under management.
The Manager has a variety of responsibilities for the general management and administration of the Trust and day-to-day management of 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 Portfolios holdings as deemed necessary to bring the asset allocation of the Portfolio back into alignment with its fixed percentage allocation.
Kenneth T. Kozlowski, CFP ® , CLU, ChFC; Alwi Chan, CFA ® ; and Xavier Poutas, CFA ® , are responsible for the day-to-day management of the Portfolio.
Kenneth T. Kozlowski , CFP ® , CHFC, CLU has served as Senior Vice President of FMG LLC since May 2011 and as Senior Vice President of AXA Equitable from September 2011 to present. He was a Vice President of AXA Equitable from February 2001 to August 2011. He has served as Vice President of the Trust from June 2010 to present. Since 2003, Mr. Kozlowski has had primary responsibility for the asset allocation, fund selection and rebalancing of the funds of funds currently managed by FMG LLC and for the Portfolio since its inception. Mr. Kozlowski served as Chief Financial Officer of the Trust from December 2002 to June 2007.
Alwi Chan, CFA ® has served as a Vice President of FMG LLC since May 2011 and as Vice President of AXA Equitable since February 2007. Prior to that, he served as an Assistant Vice President (2005-2007) and Senior Investment Analyst (2002-2005) of AXA Equitable. He also has served as Vice President of the Trust since 2007.
Xavier Poutas , CFA ® has served as an assistant portfolio manager of FMG LLC since May 2011 and Assistant Vice President
of AXA Equitable since 2008. He joined AXA Equitables Funds Management Group in October 2004 as a Fund Administrator and was involved in the implementation of the asset allocation strategy for the funds of funds currently managed by FMG LLC.
Information about each portfolio managers compensation, other accounts he manages and his ownership of securities in the Portfolio is available in the Trusts Statement of Additional Information.
While day-to-day management of the Portfolio currently is provided by the Manager, the Manager may hire investment sub-advisers (Advisers) to provide day-to-day portfolio management for the Portfolio in the future. The Manager has ultimate responsibility to oversee Advisers and recommend their hiring, termination and replacement. The Manager has been granted relief by the SEC to appoint, dismiss and replace Advisers and amend advisory agreements subject to the approval of the Trusts Board of Trustees and without obtaining shareholder approval (the Multi-Manager Order). The Manager also may allocate a Portfolios 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 AllianceBernstein L.P., unless the advisory agreement with the Affiliated Adviser is approved by the affected Portfolios shareholders.
A discussion of the basis for the decision by the Trusts Board of Trustees to approve the investment management agreement with respect to the Portfolio is available in the Trusts Semi-Annual or Annual Reports to Shareholders for the fiscal periods ended June 30 and December 31, respectively.
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 Portfolios average daily net assets) that the Manager received in 2011 for managing the Portfolio and the rate of the management fees waived by the Manager in 2011 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 2011
Portfolios |
Annual
Rate Received |
Rate of Fees
Waived and Expenses Reimbursed |
||||||
EQ/Franklin Templeton Allocation |
0.05% | 0.07% |
20 | Management of the Trust | EQ Advisors Trust |
FMG LLC also currently serves as the Administrator of the Trust. The administrative services provided to the Trust by FMG LLC include, among others, coordination of the Trusts 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 Trusts proxy voting policies and procedures and anti-money laundering program. For administrative services, in addition to the management fee, the Portfolio pays FMG LLC a fee at an annual rate equal to 0.15% of the Portfolios average daily net assets; 0.125% on the next $5 billion of its average daily net assets; and 0.10% on average daily net assets thereafter; plus $32,500. As noted in the prospectus for each Franklin Templeton Underlying Portfolio, FMG LLC 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 Managers selection of Franklin Templeton Underlying Portfolios may have a positive or negative effect on its revenues and/or profits.
In the interest of limiting until April 30, 2013 (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 Portfolios 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 |
Class K
Shares |
|||||||||
EQ/Franklin Templeton Allocation Portfolio |
0.40% | 0.40% | 0.15% |
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 Portfolios expense ratio and such reimbursements do not exceed the Portfolios 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.
Legal Proceedings Relating to the Manager
In July 2011, a lawsuit was filed in the United States District Court for the District of New Jersey, entitled Mary Ann Sivolella v. AXA Equitable Life Insurance Company and AXA Equitable Funds Management Group, LLC . The lawsuit was filed derivatively on behalf of eight funds: EQ/Common Stock Index Portfolio; EQ/Equity Growth PLUS Portfolio; EQ/Equity 500 Index Portfolio; EQ/Intermediate Government Bond Index Portfolio; EQ/Large Cap Value PLUS Portfolio; EQ/Global Multi-Sector Equity Portfolio; EQ/Mid Cap Value PLUS Portfolio; and EQ/GAMCO Small Company Value Portfolio. The lawsuit sought recovery under Section 36(b) of the 1940 Act for alleged excessive fees paid to AXA Equitable and the Manager (the Defendants) for investment management services. The Plaintiff sought recovery of the alleged overpayments, or alternatively, rescission of the contracts and restitution of all fees paid, interest, costs, attorney fees, fees for expert witnesses, and reserves the right to seek punitive damages where applicable. In October 2011, the Defendants filed a motion to dismiss the complaint. In November 2011, the Plaintiff filed an amended complaint asserting a claim under Section 36(b) and new claims under (1) Section 26(f) of the 1940 Act alleging that the variable annuity contracts sold by the Defendants charged unreasonable management fees, and seeking restitution and rescission of those contracts under Section 47(b) of the 1940 Act; and (2) a claim for unjust enrichment. In the amended complaint, the Plaintiff seeks recovery of the alleged overpayments, rescission of the contracts, restitution of all fees paid, interest, costs, attorney fees, fees for expert witness, and reserves the right to seek punitive damages where applicable. The Defendants filed a motion to dismiss the amended complaint in December 2011.
Legal Proceedings Relating to the Advisers
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 | 21 |
4. Fund distribution arrangements
The Trust offers three classes of shares on behalf of the Portfolio: Class IA shares, Class IB shares and Class K shares. AXA Distributors, LLC (AXA Distributors) serves as the distributor for the Class IA, Class IB and Class K shares of the Trust. The classes of shares are offered and redeemed at their net asset value without any sales load. AXA Distributors is an affiliate of FMG LLC. AXA Distributors is registered as a broker-dealer under the Securities Exchange Act of 1934 and is a member 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 Trusts Class IA and Class IB shares. Under the Distribution Plan, the Class IA and Class IB shares of the Trust are charged an annual fee to compensate AXA Distributors for promoting, selling and servicing shares of the Portfolios. The maximum distribution and/or service (12b-1) fee for the Portfolios Class IA and Class IB shares is equal to an annual rate of 0.25% of the average daily net assets attributable to the Portfolios Class IA and Class IB shares. Because these fees are paid out of the Portfolios 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.
AXA 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. AXA Distributors also may receive marketing support from the Advisers in connection with the distribution of the Contracts.
22 | Fund distribution arrangements | EQ Advisors Trust |
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 FMG LLC.
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 timers shares. This can happen when it is not advantageous to sell any securities, so the Portfolios 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/Mutual Shares Core and EQ/Templeton Global Equity Portfolios) or high-yield bond securities ( e.g., EQ/Franklin Core Balanced and EQ/Mutual Large Cap Equity 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 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 Trusts 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 Trusts 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 FMG LLC and its affiliates, on behalf of the Trust, seek to make in a fair and reasonable manner consistent with the interests of all Contractholders. |
|
The limits on the 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 FMG LLC, on behalf of the Trust, determines that a Contractholders transfer patterns among the Trusts portfolios are disruptive to the portfolios, FMG LLC or an affiliate may, among other things, restrict the availability of personal telephone requests, facsimile transmissions, automated telephone services, internet services and any electronic transfer services. FMG LLC or an affiliate 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, FMG LLC or an affiliate 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 Portfolios net inflows and outflows exceed an established monitoring threshold, FMG LLC or an affiliate sends a letter to the Contractholder explaining that
EQ Advisors Trust | Buying and selling shares | 23 |
there is a policy against disruptive transfer activity and that if such activity continues, FMG LLC or an affiliate 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, FMG LLC or an affiliate currently will restrict the availability of voice, fax and automated transaction services. FMG LLC or an affiliate currently will apply such action for the remaining life of each affected Contract. Because FMG LLC or an affiliate 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 Contractholders who have engaged in disruptive transfer activity currently receive letters notifying them of FMG LLC or an affiliates intention to restrict access to communication services, such letters may not continue to be provided in the future. Consistent with seeking to discourage potentially disruptive transfer activity, FMG LLC, or an affiliate thereof or the Trust also may, 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. The above policies and procedures do not apply to transfers, purchases and redemptions of shares of Portfolios of the Trust by funds of funds managed by FMG LLC.
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.
24 | 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 Portfolios shares is determined according to this schedule:
|
A shares 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 Portfolios 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 based upon pricing service valuations. |
|
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, the security will be valued using the fair value procedures by or under the direction of the Trusts 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 for exchange traded options, last sales price or, if not available, previous days 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 settlement 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. |
Securities and assets for which market quotations are not readily available, for which valuation cannot be provided or for which events or circumstances occurring after the close of the relevant market or exchange materially affect their value are valued pursuant to the fair value procedures 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 Trusts calculations of net asset values for each applicable portfolio when the Trust deems that the particular event or circumstance would materially affect such portfolios 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 Trusts Board of Trustees believes will reflect 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 portfolios net asset value fairly reflects security values as of the time of pricing. Also, fair valuation of a portfolios 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 portfolios net asset value by those traders.
EQ Advisors Trust | How portfolio shares are priced | 25 |
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 qualify each taxable year 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, diversification limits on investments, types of income, and distributions. To comply with all these requirements may, from time to time, necessitate a Portfolios disposition of one or more investments when it might not otherwise do so. A regulated investment company that satisfies the federal tax requirements is not taxed at the entity (Portfolio) level to the extent it passes through its net income and net realized 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. FMG LLC, in its capacity as the Manager and the administrator of the Trust, therefore carefully monitors the Portfolios 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.
26 | Dividends and other distributions and tax consequences | EQ Advisors Trust |
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 bonds 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 companys success or failure. By appraising a companys 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 companys 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 Portfolios 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 Portfolios 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 | 27 |
The financial highlights table is intended to help you understand the financial performance for the Portfolios Class IA, Class IB and Class K shares. The financial information in the table below is for the period of the Portfolios operations. The financial information below for the Class IA, Class IB and Class K shares has been derived from the financial statements of the Portfolio, which have been audited by [To Come], an independent registered public accounting firm. [To Come] report on the Portfolios financial statements as of December 31, 2011 and the financial statements themselves appear in the Trusts 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 Trusts Annual Report which are incorporated by reference into the Trusts Statement of Additional Information (SAI) and available upon request.
28 | Financial Highlights | EQ Advisors Trust |
If you would like more information about the Portfolio, the following documents (including a copy of this Prospectus) are available at the Trusts website: www.axa-equitablefunds.com , free of charge.
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 significantly affected the Portfolios 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 Portfolios policies and procedures with respect to the disclosure of its portfolio securities holdings is available in the Portfolios SAI.
To order a free copy of the Portfolios 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
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 SECs 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 SECs 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 SECs
Public Reference Section
Washington, D.C. 20549-1520
EQ Advisors Trust
(Investment Company Act File No. 811-07953)
© 2012 EQ Advisors Trust
EQ Advisors Trust SM
Prospectus dated May 1, 2012
This Prospectus describes eight (8) Portfolios* offered by EQ Advisors Trust (the Trust) and the Class IA, Class IB and Class K 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.
Tactical Manager Portfolios
AXA Tactical Manager 500 Portfolio
ATM Large Cap Portfolio
AXA Tactical Manager 400 Portfolio
ATM Mid Cap Portfolio
AXA Tactical Manager 2000 Portfolio
ATM Small Cap Portfolio
AXA Tactical Manager International Portfolio
ATM International Portfolio
* | Not all of these Portfolios may be available 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 the Trust and AXA Premier VIP Trust and may not be available directly as an investment 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. |
The Securities and Exchange Commission has not approved or disapproved any Portfolios shares or determined if this Prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.
Tactical
(251153)
EQ Advisors Trust
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2 | Table of contents | EQ Advisors Trust |
AXA Tactical Manager 500 Portfolio Class IA, IB and K Shares
Investment Objective: The Portfolio seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes, by investing in a combination of long and short positions on equity securities of large-capitalization companies, including securities included in the Standard & Poors 500 Composite Stock Price Index (S&P 500 Index).
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
AXA Tactical Manager 500 Portfolio |
|
Class IA
Shares |
|
|
Class IB
Shares |
|
|
Class K
Shares |
|
|||
Management Fee |
0.45% | 0.45% | % | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
| Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual 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 an annual rate of 0.70% for Class K shares and 0.95% for Class IA and Class IB shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then redeem all of your shares at the end of those time periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolio is divided into two portions, one of which utilizes a passive investment index style focused on equity securities of large-capitalization companies and a second portion which utilizes an actively managed futures and options strategy to tactically manage equity exposure in the Portfolio based on the level of volatility in the market. The combination of these strategies is intended to produce better risk-adjusted returns over time than investing exclusively in a passively managed portfolio of securities.
The Portfolio generally allocates approximately 50% of its net assets to a portion of the Portfolio that invests in the common stocks of companies included in the S&P 500 Index in a manner that is intended to track the performance (before fees and expenses) of that index, commonly referred to as an indexing strategy. This percentage may deviate from 0% to 100% of the Portfolios net assets depending on the level of volatility in the market. These investments typically represent the large-capitalization sector of the U.S. equity market. As of December 31, 2011, the market capitalization of companies in this index ranged from $ billion to $ billion. The Portfolio also may invest in exchange-traded funds (ETFs) that seek to track the S&P 500 Index and in other instruments, such as futures and options contracts, that provide exposure to the index.
The other portion of the Portfolio invests in futures and options contracts, including contracts on the S&P 500 Index, and other strategies to manage the Portfolios equity exposure. During periods when certain quantitative market indicators indicate that market volatility is high or is likely to increase, this portion of the Portfolio may implement strategies that are intended to reduce the Portfolios equity exposure and, therefore, the risk of market losses from investing in equity securities. This portion of the Portfolio may reduce equity exposure in the Portfolio using a variety of strategies, including selling its long futures positions on an index, entering into short futures positions on an index, or increasing cash levels, or a combination of some or all of these strategies. Conversely, when the market volatility indicators decrease, this portion of the Portfolio may increase equity exposure in the Portfolio such as by investing in futures contracts on an index or by investing in ETFs that
EQ Advisors Trust | About the investment portfolios | 3 |
provide comparable exposure as an index. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance, including periods when the value of the specified benchmark index is appreciating, but market volatility is high. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager has ultimate responsibility to oversee Advisers and recommend their hiring, termination and replacement.
Principal Risks: 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. You may lose money by investing the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk: Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk: Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. The Portfolio also is subject to the risks associated with the securities in which the ETFs invest, as well as general investment risks, including market risk, issuer-specific risk, portfolio management risk, security risk and adviser selection risk. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Index Strategy Risk: A portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the portfolio may not invest in all of the securities in the index. Also, the portfolios fees and expenses will reduce the portfolios returns, unlike those of the benchmark index. Cash flow into and out of the portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the portfolios valuation procedures also may affect the portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
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
4 | About the investment portfolios | EQ Advisors Trust |
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 leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions (such as futures and options investments), invests collateral from securities loans or borrows money.
Short Position Risk: A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing changes in the Portfolios average annual total returns for the past one year and since inception through December 31, 2011 compare to the returns of a broad-based market index. The inception date for the Portfolio is May 27, 2009. Past performance is not necessarily an indication of future performance.
For periods prior to the date Class IB shares commenced operations (October 29, 2009), Class IB share performance information shown below is the performance of Class IA shares adjusted to reflect the effect of 12b-1 fees paid by Class IB shares.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
11.13% (2010 3rd Quarter) | 12.55% (2010 2nd Quarter) |
Average Annual Total Returns | ||||||||
One
Year |
Since
(May 27, 2009) |
|||||||
AXA Tactical Manager 500 Portfolio
|
% | % | ||||||
AXA Tactical Manager 500 Portfolio
|
% | % | ||||||
AXA Tactical Manager 500 Portfolio
|
% | % | ||||||
S&P 500 Index |
% | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: AXA Equitable Funds Management Group, LLC (FMG
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President
of FMG LLC |
May 2011 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC | May 2011 |
Adviser: AllianceBernstein L.P.
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Judith DeVivo |
Senior Vice President of AllianceBernstein | May 2009 |
EQ Advisors Trust | About the investment portfolios | 5 |
Adviser: BlackRock Investment Management, LLC (BlackRock)
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director of BlackRock | May 2010 | ||
Christopher Bliss |
Managing Director of BlackRock | May 2011 | ||
Jennifer Hsui |
Managing Director of BlackRock | May 2011 | ||
Rachel Aguirre |
Vice President and Portfolio Manager of BlackRock | May 2012 | ||
Timothy Murray |
Director and Portfolio Manager of BlackRock | May 2012 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans, and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
6 | About the investment portfolios | EQ Advisors Trust |
ATM Large Cap Portfolio Class IA, IB and K Shares
Investment Objective: The Portfolio seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes, by investing in a combination of long and short positions on equity securities of large-capitalization companies, including securities included in the Standard & Poors 500 Composite Stock Price Index (S&P 500 Index).
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
ATM Large Cap Portfolio |
|
Class IA
Shares |
|
|
Class IB
Shares |
|
|
Class K
Shares |
|
|||
Management Fee |
0.45% | 0.45% | % | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees & Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then redeem all of your shares at the end of those time periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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-capitalization companies (or other financial instruments that derive their value from the securities of such companies). This policy may not be changed without providing at least sixty days written notice to the Portfolios shareholders. For this Portfolio, large-capitalization companies mean those companies with market capitalizations within the range of the S&P 500 Index at the time of purchase. As of December 31, 2011, the market capitalization of companies in this index ranged from $ billion to $ billion. The Portfolio is divided into two portions, one of which utilizes a passive investment index style focused on equity securities of large-capitalization companies and a second portion which utilizes an actively managed futures and options strategy to tactically manage equity exposure in the Portfolio based on the level of volatility in the market. The combination of these strategies is intended to produce better risk-adjusted returns over time than investing exclusively in a passively managed portfolio of securities.
The Portfolio generally allocates approximately 50% of its net assets to a portion of the Portfolio that invests in the common stocks of companies included in the S&P 500 Index in a manner that is intended to track the performance (before fees and expenses) of that index, commonly referred to as an indexing strategy. This percentage may deviate from 0% to 100% of the Portfolios net assets depending on the level of volatility in the market. These investments typically represent the large-capitalization sector of the U.S. equity market. The Portfolio also may invest in exchange-traded funds (ETFs) that seek to track the S&P 500 Index and in other instruments, such as futures and options contracts, that provide exposure to the index.
The other portion of the Portfolio invests in futures and options contracts, including contracts on the S&P 500 Index, and other strategies to manage the Portfolios equity exposure. During periods when certain quantitative market indicators indicate that market volatility is high or is likely to increase, this portion of the Portfolio may implement strategies that are intended to reduce the Portfolios equity exposure and, therefore, the risk of market losses from investing in equity securities. This portion of the Portfolio may reduce equity exposure in the Portfolio using a variety of strategies, including selling its long futures positions on an index, entering into short futures positions on an index, or increasing cash levels, or a combination of some or all of these strategies. Conversely, when the market volatility indicators decrease, this portion of the Portfolio may increase equity exposure in the Portfolio such as by investing in futures contracts on an index or by investing in ETFs that provide comparable exposure as an index. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may
EQ Advisors Trust | About the investment portfolios | 7 |
result in periods of underperformance, including periods when the value of the specified benchmark index is appreciating, but market volatility is high. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
AXA Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager has ultimate responsibility to oversee Advisers and recommend their hiring, termination and replacement.
Principal Risks: 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. You may lose money by investing the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk: Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk: Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. The Portfolio also is subject to the risks associated with the securities in which the ETFs invest, as well as general investment risks, including market risk, issuer-specific risk, portfolio management risk, security risk and adviser selection risk. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Index Strategy Risk: A portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the portfolio may not invest in all of the securities in the index. Also, the portfolios fees and expenses will reduce the portfolios returns, unlike those of the benchmark index. Cash flow into and out of the portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the portfolios valuation procedures also may affect the portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
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.
8 | About the investment portfolios | EQ Advisors Trust |
Leveraging Risk: When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions (such as investments in futures and options contracts), invests collateral from securities loans or borrows money.
Short Position Risk: A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year-to-year and by showing how the Portfolios average annual total returns for the past one year and since inception through December 31, 2011 compare to the returns of a broad-based market index. The inception date for the Portfolio is August 28, 2009. Past performance is not necessarily an indication of future performance.
Class IB shares have not commenced operations. Class IB share performance information shown in the table below is the performance of Class IA Shares adjusted to reflect the effect of 12b-1 fees paid by Class IB Shares.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
11.02% (2010 3rd Quarter) | 12.82% (2010 2nd Quarter) |
Average Annual Total Returns | ||||||||
One
Year |
Since Inception (August 28, 2009) |
|||||||
ATM Large Cap Portfolio
|
% | % | ||||||
ATM Large Cap Portfolio
|
% | % | ||||||
ATM Large Cap Portfolio
|
% | % | ||||||
S&P 500 Index |
% | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: AXA Equitable Funds Management Group, LLC (FMG
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President of FMG LLC |
May 2011 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC |
May 2011 |
Adviser: AllianceBernstein L.P.
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Judith DeVivo |
Senior Vice President of AllianceBernstein | May 2009 |
Adviser: BlackRock Investment Management, LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director of BlackRock | May 2010 | ||
Christopher Bliss |
Managing Director of BlackRock | May 2011 | ||
Jennifer Hsui |
Managing Director of BlackRock | May 2011 | ||
Rachel Aguirre |
Vice President and Portfolio Manager of BlackRock | May 2012 | ||
Timothy Murray |
Director and Portfolio Manager of BlackRock | May 2012 |
EQ Advisors Trust | About the investment portfolios | 9 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans, and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
10 | About the investment portfolios | EQ Advisors Trust |
AXA Tactical Manager 400 Portfolio Class IA, IB and K Shares
Investment Objective: The Portfolio seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes, by investing in a combination of long and short positions on equity securities of mid-capitalization companies, including securities included in the Standard & Poors Mid Cap 400 Index (S&P 400 Index).
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
AXA Tactical Manager 400 Portfolio |
|
Class IA
Shares |
|
|
Class IB
Shares |
|
|
Class K
Shares |
|
|||
Management Fee |
0.45% | 0.45% | % | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waiver and/or Expense Reimbursement |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
% | % | % |
| Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual 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 an annual rate of 0.70% for Class K shares and 0.95% for Class IA and Class IB shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then redeem all of your shares at the end of those time periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolio is divided into two portions, one of which utilizes a passive investment index style focused on equity securities of mid-capitalization companies and a second portion which utilizes an actively managed futures and options strategy to tactically manage equity exposure in the Portfolio based on the level of volatility in the market. The combination of these strategies is intended to produce better risk-adjusted returns over time than investing exclusively in a passively managed portfolio of securities.
The Portfolio generally allocates approximately 50% of its net assets to a portion of the Portfolio that invests in the common stocks of companies included in the S&P 400 Index in a manner that is intended to track the performance (before fees and expenses) of that index, commonly referred to as an indexing strategy. This percentage may deviate from 0% to 100% of the Portfolios net assets depending on the level of volatility in the market. These investments typically represent the mid-capitalization sector of the U.S. equity market. As of December 31, 2011, the market capitalization of companies in this index ranged from $ million to $ billion. The Portfolio also may invest in exchange-traded funds (ETFs) that seek to track the S&P 400 Index and in other instruments, such as futures and options contracts, that provide exposure to the index.
The other portion of the Portfolio invests in futures and options contracts, including contracts on the S&P 400 Index, and other strategies to manage the Portfolios equity exposure. During periods when certain quantitative market indicators indicate that market volatility is high or is likely to increase, this portion of the Portfolio may implement strategies that are intended to reduce the Portfolios equity exposure and, therefore, the risk of market losses from investing in equity securities. This portion of the Portfolio may reduce equity exposure in the Portfolio using a variety of strategies, including selling its long futures positions on an index, entering into short futures positions on an index, or increasing cash levels, or a combination of some or all of these strategies. Conversely, when the market volatility indicators decrease, this portion of the Portfolio may increase equity exposure in the Portfolio such as by investing in futures contracts on an index or by investing in ETFs that provide comparable exposure as an index. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance, including periods when the value of the specified benchmark index is appreciating, but market volatility is
EQ Advisors Trust | About the investment portfolios | 11 |
high. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager has ultimate responsibility to oversee Advisers and recommend their hiring, termination and replacement.
Principal Risks: 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. You may lose money by investing the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk: Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk: Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. The Portfolio also is subject to the risks associated with the securities in which the ETFs invest, as well as general investment risks, including market risk, issuer-specific risk, portfolio management risk, security risk and adviser selection risk. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Index Strategy Risk: A portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the portfolio may not invest in all of the securities in the index. Also, the portfolios fees and expenses will reduce the portfolios returns, unlike those of the benchmark index. Cash flow into and out of the portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the portfolios valuation procedures also may affect the portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Leveraging Risk: When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions (such as investments in futures and options contracts), invests collateral from securities loans or borrows money.
Mid-Cap Company Risk: The Portfolios investments in mid-cap companies may involve greater risks than investments in larger, more established issuers. Risk is greater for the common stocks of mid-cap
12 | About the investment portfolios | EQ Advisors Trust |
companies because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. Their securities may be less well-known and trade less frequently and in limited volume compared with the securities of larger, more established companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. Mid-cap companies also are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of mid-cap company stocks tend to rise and fall in value more frequently than the stocks of larger companies. Although investing in mid-cap companies offers potential for above-average returns, the companies may not succeed and the value of their stock could decline significantly.
Short Position Risk : A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year and since inception through December 31, 2011 compare to the returns of a broad-based market index. The inception date for the Portfolio is May 27, 2009. Past performance is not necessarily an indication of future performance.
For periods prior to the date Class IB shares commenced operations (October 29, 2009), Class IB share performance information shown in the table below is the performance of Class IA shares adjusted to reflect the effect of 12b-1 fees paid by Class IB shares.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
13.25% (2010 4th Quarter) | 11.00% (2010 2nd Quarter) |
Average Annual Total Returns | ||||||||
One
Year |
Since
(May 27, 2009) |
|||||||
AXA Tactical Manager 400 Portfolio
|
% | % | ||||||
AXA Tactical Manager 400 Portfolio
|
% | % | ||||||
AXA Tactical Manager 400 Portfolio
|
% | % | ||||||
S&P 400 Index |
% | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: AXA Equitable Funds Management Group, LLC (FMG
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President of FMG LLC | May 2011 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC |
May 2011 |
Adviser: AllianceBernstein L.P.
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Judith DeVivo |
Senior Vice President of AllianceBernstein | May 2009 |
EQ Advisors Trust | About the investment portfolios | 13 |
Adviser: BlackRock Investment Management, LLC (BlackRock)
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director of BlackRock | May 2010 | ||
Christopher Bliss |
Managing Director of BlackRock | May 2011 | ||
Jennifer Hsui |
Managing Director of BlackRock | May 2011 | ||
Rachel Aguirre |
Vice President and Portfolio Manager of BlackRock | May 2012 | ||
Timothy Murray |
Director and Portfolio Manager of BlackRock | May 2012 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans, and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
14 | About the investment portfolios | EQ Advisors Trust |
ATM Mid Cap Portfolio Class IA, IB and K Shares
Investment Objective: The Portfolio seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes, by investing in a combination of long and short positions on equity securities of mid-capitalization companies, including securities included in the Standard & Poors Mid Cap 400 Index (S&P 400 Index).
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
||
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
ATM Mid Cap Portfolio |
|
Class IA
Shares |
|
|
Class IB
Shares |
|
|
Class K
Shares |
|
|||
Management Fee |
0.45% | 0.45% | % | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees & Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then redeem all of your shares at the end of those time periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in securities of mid-capitalization companies (or other financial instruments that derive their value from the securities of such companies). This policy may not be changed without providing at least sixty days written notice to the Portfolios shareholders. For this Portfolio, mid-capitalization companies means those companies with market capitalizations within the range of the S&P 400 Index at the time of purchase. As of December 31, 2011, the market capitalization of companies in this index ranged from $ million to $ billion. The Portfolio is divided into two portions, one of which utilizes a passive investment index style focused on equity securities of mid-capitalization companies and a second portion which utilizes an actively managed futures and options strategy to tactically manage equity exposure in the Portfolio based on the level of volatility in the market. The combination of these strategies is intended to produce better risk-adjusted returns over time than investing exclusively in a passively managed portfolio of securities.
The Portfolio generally allocates approximately 50% of its net assets to a portion of the Portfolio that invests in the common stocks of companies included in the S&P 400 Index in a manner that is intended to track the performance (before fees and expenses) of that index, commonly referred to as an indexing strategy. This percentage may deviate from 0% to 100% of the Portfolios net assets depending on the level of volatility in the market. These investments typically represent the mid-capitalization sector of the U.S. equity market. The Portfolio also may invest in exchange-traded funds (ETFs) that seek to track the S&P 400 Index and in other instruments, such as futures and options contracts, that provide exposure to the index.
The other portion of the Portfolio invests in futures and options contracts, including contracts to the S&P 400 Index, and other strategies to manage the Portfolios equity exposure. During periods when certain quantitative market indicators indicate that market volatility is high or is likely to increase, this portion of the Portfolio may implement strategies that are intended to reduce the Portfolios equity exposure and, therefore, the risk of market losses from investing in equity securities. This portion of the Portfolio may reduce equity exposure in the Portfolio using a variety of strategies, including selling its long futures positions on an index, entering into short futures positions on an index, or increasing cash levels, or a combination of some or all of these strategies. Conversely, when the market volatility indicators decrease, this portion of the Portfolio may increase equity exposure in the Portfolio such as by investing in futures contracts on an index or by investing in ETFs that provide comparable exposure as an index. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may
EQ Advisors Trust | About the investment portfolios | 15 |
result in periods of underperformance, including periods when the value of the specified benchmark index is appreciating, but market volatility is high. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager has ultimate responsibility to oversee Advisers and recommend their hiring, termination and replacement.
Principal Risks: 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. You may lose money by investing the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk: Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk: Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. The Portfolio also is subject to the risks associated with the securities in which the ETFs invest, as well as general investment risks, including market risk, issuer-specific risk, portfolio management risk, security risk and adviser selection risk. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Index Strategy Risk: A portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the portfolio may not invest in all of the securities in the index. Also, the portfolios fees and expenses will reduce the portfolios returns, unlike those of the benchmark index. Cash flow into and out of the portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Leveraging Risk: When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions (such as investments in futures and options contracts), invests collateral from securities loans or borrows money.
16 | About the investment portfolios | EQ Advisors Trust |
Mid-Cap Company Risk: The Portfolios investments in mid-cap companies may involve greater risks than investments in larger, more established issuers. Risk is greater for the common stocks of mid-cap companies because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. Their securities may be less well-known and trade less frequently and in limited volume compared with the securities of larger, more established companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. Mid-cap companies also are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of mid-cap company stocks tend to rise and fall in value more frequently than the stocks of larger companies. Although investing in mid-cap companies offers potential for above-average returns, the companies may not succeed and the value of their stock could decline significantly.
Short Position Risk : A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year and since inception through December 31, 2011 compare to the returns of a broad-based market index. The inception date for the Portfolio is August 28, 2009. Past performance is not necessarily an indication of future performance.
Class IB Shares have not commenced operations. Class IB share performance information shown in the table below is the performance of Class IA shares adjusted to reflect the effect of 12b-1 fees paid by Class IB shares.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA Shares, which would have annual returns identical to those of the Class K Shares because the Class IA Shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K Shares.
The performance results do not reflect any Contract-related fees and expenses which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
13.26% (2010 4th Quarter) | 11.55% (2010 2nd Quarter) |
Average Annual Total Returns | ||||||||
One
Year |
Since
(August 28, 2009) |
|||||||
ATM Mid Cap Portfolio
|
% | % | ||||||
ATM Mid Cap Portfolio
|
% | % | ||||||
ATM Mid Cap Portfolio
|
% | % | ||||||
S&P 400 Index |
% | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: AXA Equitable Funds Management Group, LLC (FMG
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President of FMG LLC |
May 2011 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC |
May 2011 |
Adviser: AllianceBernstein L.P.
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Judith DeVivo |
Senior Vice President
of AllianceBernstein |
May 2009 |
EQ Advisors Trust | About the investment portfolios | 17 |
Adviser: BlackRock Investment Management, LLC (BlackRock)
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director of
BlackRock |
May 2010 | ||
Christopher Bliss |
Managing Director of
BlackRock |
May 2011 | ||
Jennifer Hsui |
Managing Director of
BlackRock |
May 2011 | ||
Rachel Aguirre |
Vice President and
Portfolio Manager of BlackRock |
May 2012 | ||
Timothy Murray |
Director and
Portfolio Manager of BlackRock |
May 2012 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans, and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
18 | About the investment portfolios | EQ Advisors Trust |
AXA Tactical Manager 2000 Portfolio Class IA, IB and K Shares
Investment Objective: The Portfolio seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes, by investing in a combination of long and short positions on equity securities of small-capitalization companies, including securities included in the Russell 2000 Index.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
AXA Tactical Manager 2000 Portfolio |
|
Class IA
Shares |
|
|
Class IB
Shares |
|
|
Class K
Shares |
|
|||
Management Fee |
0.45% | 0.45% | % | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees & Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waiver and/or Expense Reimbursement |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
% | % | % |
| Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual 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 K Shares and 0.95% for Class IA shares and Class IB Shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then redeem all of your shares at the end of those time periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same and that the expense limitation arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolio is divided into two portions, one of which utilizes a passive investment index style focused on equity securities of small-capitalization companies and a second portion which utilizes an actively managed futures and options strategy to tactically manage equity exposure in the Portfolio based on the level of volatility in the market. The combination of these strategies is intended to produce better risk-adjusted returns over time than investing exclusively in a passively managed portfolio of securities.
The Portfolio generally allocates approximately 50% of its net assets to a portion of the Portfolio that invests in the common stocks of companies included in the Russell 2000 ® Index in a manner that is intended to track the performance (before fees and expenses) of that index, commonly referred to as an indexing strategy. This percentage may deviate from 0% to 100% of the Portfolios net assets depending on the level of volatility in the market. These investments typically represent the small-capitalization sector of the U.S. equity market. As of December 31, 2011, the market capitalization of companies in this index ranged from $ million to $ billion. The Portfolio also may invest in exchange-traded funds (ETFs) that seek to track the Russell 2000 ® Index and in other instruments, such as futures and options contracts, that provide exposure to the index.
The other portion of the Portfolio invests in futures and options contracts, including contracts on the Russell 2000 Index, and other strategies to manage the Portfolios equity exposure. During periods when certain quantitative market indicators indicate that market volatility is high or is likely to increase, this portion of the Portfolio may implement strategies that are intended to reduce the Portfolios equity exposure and, therefore, the risk of market losses from investing in equity securities. This portion of the Portfolio may reduce equity exposure in the Portfolio using a variety of strategies, including selling its long futures positions on an index, entering into short futures positions on an index, or increasing cash levels, or a combination of some or all of these strategies. Conversely, when the market volatility indicators decrease, this portion of the Portfolio may increase equity exposure in the Portfolio such as by investing in futures contracts on an index or by investing in ETFs that provide comparable exposure as an index. Although these actions are intended to reduce the overall risk of investing in the Portfolio,
EQ Advisors Trust | About the investment portfolios | 19 |
they may result in periods of underperformance, including periods when the value of the specified benchmark index is appreciating, but market volatility is high. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager has ultimate responsibility to oversee Advisers and recommend their hiring, termination and replacement.
Principal Risks: 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. You may lose money by investing the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk: Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk: Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. The Portfolio also is subject to the risks associated with the securities in which the ETFs invest, as well as general investment risks, including market risk, issuer-specific risk, portfolio management risk, security risk and adviser selection risk. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Index Strategy Risk: A portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the portfolio may not invest in all of the securities in the index. Also, the portfolios fees and expenses will reduce the portfolios returns, unlike those of the benchmark index. Cash flow into and out of the portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Leveraging Risk: When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions (such as investments in futures and options contracts), invests collateral from securities loans or borrows money.
20 | About the investment portfolios | EQ Advisors Trust |
Short Position Risk: A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Small-Cap Company Risk: A Portfolios investments in small-cap companies may involve greater risks than investments in larger, more established issuers. Risk is greater for the common stocks of small-cap companies because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. Their securities may be less well-known and trade less frequently and in limited volume compared with the securities of larger, more established companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. Small-cap companies also are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of small-cap company stocks tend to rise and fall in value more frequently than the stocks of larger companies. Although investing in small-cap companies offers potential for above-average returns, the companies may not succeed and the value of their stock could decline significantly.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year and since inception through December 31, 2011 compare to the returns of a broad-based market index. The inception date for the Portfolio is May 27, 2009. Past performance is not necessarily an indication of future performance.
For periods prior to the date Class IB shares commenced operations (October 29, 2009), Class IB share performance information shown in the table below is the performance of Class IA shares adjusted to reflect the effect of 12b-1 fees paid by Class IB shares.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
16.07% (2010 4th Quarter) | 11.39% (2010 2nd Quarter) |
Average Annual Total Returns | ||||||||
One
Year |
Since
Inception (May 27, 2009) |
|||||||
AXA Tactical Manager 2000 Portfolio
|
% | % | ||||||
AXA Tactical Manager 2000 Portfolio
|
% | % | ||||||
AXA Tactical Manager 2000 Portfolio
|
% | % | ||||||
Russell 2000 Index |
% | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: AXA Equitable Funds Management Group, LLC (FMG
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President of FMG LLC |
May 2011 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC |
May 2011 |
Adviser: AllianceBernstein L.P.
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Judith DeVivo |
Senior Vice President of AllianceBernstein |
May 2009 |
EQ Advisors Trust | About the investment portfolios | 21 |
Adviser: BlackRock Investment Management, LLC (BlackRock)
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director of BlackRock |
May 2010 | ||
Christopher Bliss |
Managing Director of BlackRock |
May 2011 | ||
Jennifer Hsui |
Managing Director of BlackRock |
May 2011 | ||
Rachel Aguirre |
Vice President and Portfolio Manager of BlackRock |
May 2012 | ||
Timothy Murray |
Director and Portfolio Manager of BlackRock |
May 2012 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans, and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
22 | About the investment portfolios | EQ Advisors Trust |
ATM Small Cap Portfolio Class IA, IB and K Shares
Investment Objective: The Portfolio seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes, by investing in a combination of long and short positions on equity securities of small-capitalization companies, including securities included in the Russell 2000 Index.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
ATM Small Cap Portfolio |
|
Class IA
Shares |
|
|
Class IB
Shares |
|
|
Class K
Shares |
|
|||
Management Fee |
0.45% | 0.45% | % | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees & Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then redeem all of your shares at the end of those time periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was 23% of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 (or other financial instruments that derive their value from the securities of such companies). This policy may not be changed without providing at least sixty days written notice to the Portfolios shareholders. For this Portfolio, small-capitalization companies means those companies with market capitalizations within the range of the Russell 2000 Index at the time of purchase. As of December 31, 2011, the market capitalization of companies in this index ranged from $ million to $ billion. The Portfolio is divided into two portions, one of which utilizes a passive investment index style focused on equity securities of small-capitalization companies and a second portion which utilizes an actively managed futures and options strategy to tactically manage equity exposure in the Portfolio based on the level of volatility in the market. The combination of these strategies is intended to produce better risk-adjusted returns over time than investing exclusively in a passively managed portfolio of securities.
The Portfolio generally allocates approximately 50% of its net assets to a portion of the Portfolio that invests in the common stocks of companies included in the Russell 2000 ® Index in a manner that is intended to track the performance (before fees and expenses) of that index, commonly referred to as an indexing strategy. This percentage may deviate from 0% to 100% of the Portfolios net assets depending on the level of volatility in the market. These investments typically represent the small-capitalization sector of the U.S. equity market. The Portfolio also may invest in exchange-traded funds (ETFs) that seek to track the Russell 2000 ® Index and in other instruments, such as futures and options contracts, that provide exposure to the index.
The other portion of the Portfolio invests in futures and options contracts, including contracts on the Russell 2000 Index, and other strategies to manage the Portfolios equity exposure. During periods when certain quantitative market indicators indicate that market volatility is high or is likely to increase, this portion of the Portfolio may implement strategies that are intended to reduce the Portfolios equity exposure and, therefore, the risk of market losses from investing in equity securities. This portion of the Portfolio may reduce equity exposure in the Portfolio using a variety of strategies, including selling its long futures positions on an index, entering into short futures positions on an index, or increasing cash levels, or a combination of some or all of these strategies. Conversely, when the market volatility indicators decrease, this portion of the Portfolio may increase equity exposure in the Portfolio such as by investing in futures contracts on an index or by investing in ETFs that provide comparable exposure as an index. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance, including periods when the value of the specified benchmark index is appreciating, but market volatility is high. The Portfolios investments in derivatives may be
EQ Advisors Trust | About the investment portfolios | 23 |
deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager has ultimate responsibility to oversee Advisers and recommend their hiring, termination and replacement.
Principal Risks: 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. You may lose money by investing the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk: Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk: Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. The Portfolio also is subject to the risks associated with the securities in which the ETFs invest, as well as general investment risks, including market risk, issuer-specific risk, portfolio management risk, security risk and adviser selection risk. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Index Strategy Risk: A portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the portfolios returns, unlike those of the benchmark index. Cash flow into and out of the portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the portfolios valuation procedures also may affect the portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Leveraging Risk: When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions (such as investments in futures and options contracts), invests collateral from securities loans or borrows money.
Short Position Risk: A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g.,
24 | About the investment portfolios | EQ Advisors Trust |
taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Small-Cap Company Risk: A Portfolios investments in small-cap companies may involve greater risks than investments in larger, more established issuers. Risk is greater for the common stocks of small-cap companies because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. Their securities may be less well-known and trade less frequently and in limited volume compared with the securities of larger, more established companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. Small-cap companies also are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of small-cap company stocks tend to rise and fall in value more frequently than the stocks of larger companies. Although investing in small-cap companies offers potential for above-average returns, the companies may not succeed and the value of their stock could decline significantly.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year and since inception through December 31, 2011 compare to the returns of a broad-based market index. The inception date for the Portfolio is August 28, 2009. Past performance is not necessarily an indication of future performance.
Class IB shares have not commenced operations. Class IB share performance information shown in the table below is the performance of Class IA shares adjusted to reflect the effect of 12b-1 fees paid by Class IB shares.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
16.05% (2010 4th Quarter) | 11.61% (2010 2nd Quarter) |
Average Annual Total Returns | ||||||||
One
Year |
Since
Inception (August 28, 2009) |
|||||||
ATM Small Cap Portfolio
|
% | % | ||||||
ATM Small Cap Portfolio
|
% | % | ||||||
ATM Small Cap Portfolio
|
% | % | ||||||
Russell 2000 Index |
% | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: AXA Equitable Funds Management Group, LLC (FMG
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President of FMG LLC |
May 2011 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC |
May 2011 |
Adviser: AllianceBernstein L.P.
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Judith DeVivo |
Senior Vice President
of AllianceBernstein |
May 2009 |
EQ Advisors Trust | About the investment portfolios | 25 |
Adviser: BlackRock Investment Management, LLC (BlackRock)
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director of
BlackRock |
May 2010 | ||
Christopher Bliss |
Managing Director of
BlackRock |
May 2011 | ||
Jennifer Hsui |
Managing Director of
BlackRock |
May 2011 | ||
Rachel Aguirre |
Vice President and
Portfolio Manager of BlackRock |
May 2012 | ||
Timothy Murray |
Director and
Portfolio Manager of BlackRock |
May 2012 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans, and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
26 | About the investment portfolios | EQ Advisors Trust |
AXA Tactical Manager International Portfolio Class IA, IB and K Shares
Investment Objective: The Portfolio seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes, by investing in a combination of long and short positions on equity securities of foreign companies, including securities included in the Morgan Stanley Capital International (MSCI) EAFE Index, ASX SPI 200 Index, Dow Jones EURO STOXX 50 Index, FTSE 100 Index and the Tokyo Stock Price Index.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees
(fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
AXA Tactical Manager International Portfolio |
|
Class IA
Shares |
|
Class IBShares |
|
Class K
Shares |
|
|||||
Management Fee |
0.45% | 0.45% | % | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees & Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waiver and/or Expense Reimbursement |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
% | % | % |
| Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual 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 an annual rate of 0.70% for Class K shares and 0.95% for Class IA shares and Class IB shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then redeem all of your shares at the end of those time periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same and that the expense limitation agreement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolio is divided into two portions, one of which utilizes a passive investment index style focused on equity securities of foreign companies and second portion which utilizes an actively managed futures and options strategy to tactically manage equity exposure in the Portfolio based on the level of volatility in the market. The combination of these strategies is intended to produce better risk-adjusted returns over time than investing exclusively in a passively managed portfolio of securities.
The Portfolio generally allocates approximately 50% of its net assets to a portion of the Portfolio that invests in the common stocks of companies included in the MSCI EAFE Index (Europe, Australasia, Far East) in a manner that is intended to track the performance (before fees and expenses) of that index, commonly referred to as an indexing strategy. This percentage may deviate from 0% to 100% of the Portfolios net assets depending on the level of volatility in the market. These investments typically are representative of the market structure of the developed equity markets in Europe, Australasia and the Far East. The Portfolio also may invest in exchange-traded funds (ETFs) that seek to track the MSCI EAFE Index and in other instruments, such as futures and options contracts, that provide exposure to the index.
The other portion of the Portfolio invests in futures and options contracts, including contracts on one or more of the MSCI EAFE Index, S&P ASX 200 Index, Dow Jones EURO STOXX 50 Index, FTSE 100 Index and Tokyo Stock Price Index, and other strategies to manage the Portfolios equity exposure. During periods when certain quantitative market indicators indicate that market volatility is high or is likely to increase, this portion of the Portfolio may implement strategies that are intended to reduce the Portfolios equity exposure and, therefore, the risk of market losses from investing in equity securities. This portion of the Portfolio may reduce equity exposure in the Portfolio using a variety of strategies, including selling its long futures positions on an index, entering into
EQ Advisors Trust | About the investment portfolios | 27 |
short futures positions on an index, or increasing cash levels, or a combination of some or all of these strategies. Conversely, when the market volatility indicators decrease, this portion of the Portfolio may increase equity exposure in the Portfolio such as by investing in futures contracts on an index or by investing in ETFs that provide comparable exposure as an index. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance, including periods when the value of the specified benchmark index is appreciating, but market volatility is high. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager has ultimate responsibility to oversee Advisers and recommend their hiring, termination and replacement.
Principal Risks: 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. You may lose money by investing the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk: Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk: Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. The Portfolio also is subject to the risks associated with the securities in which the ETFs invest, as well as general investment risks, including market risk, issuer-specific risk, portfolio management risk, security risk and adviser selection risk. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets, particularly emerging markets, may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in
28 | About the investment portfolios | EQ Advisors Trust |
foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
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 a Portfolios 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 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 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.
Index Strategy Risk: A portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a Portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the portfolio may not invest in all of the securities in the index. Also, the portfolios fees and expenses will reduce the portfolios returns, unlike those of the benchmark index. Cash flow into and out of the portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the portfolios valuation procedures also may affect the portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Leveraging Risk: When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions (such as investments in futures and options contracts), invests collateral from securities loans or borrows money.
Short Position Risk: A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year and since inception through December 31, 2011 compare to the returns of a broad-based market index. The inception date for the Portfolio is May 27, 2009. Past performance is not necessarily an indication of future performance.
For periods prior to the date Class IB shares commenced operations (October 29, 2009), Class IB share performance information shown in the table below is the performance of Class IA shares adjusted to reflect the effect of 12b-1 fees paid by Class IB shares.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that period is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
EQ Advisors Trust | About the investment portfolios | 29 |
The performance results do not reflect any Contract-related fees and expenses which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
16.80% (2010 3rd Quarter) | 15.45% (2010 2nd Quarter) |
Average Annual Total Returns | ||||||||
One
Year |
Since
Inception (May 27, 2009) |
|||||||
AXA Tactical Manager International Portfolio
|
% | % | ||||||
AXA Tactical Manager International Portfolio
|
% | % | ||||||
AXA Tactical Manager International Portfolio
|
% | % | ||||||
MSCI EAFE Index |
% | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: AXA Equitable Funds Management Group, LLC (FMG
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President of FMG LLC |
May 2011 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC |
May 2011 |
Adviser: AllianceBernstein L.P.
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Judith DeVivo |
Senior Vice President
of AllianceBernstein |
May 2009 |
Adviser: BlackRock Investment Management, LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director of
BlackRock |
May 2010 | ||
Christopher Bliss |
Managing Director of
BlackRock |
May 2011 | ||
Jennifer Hsui |
Managing Director of
BlackRock |
May 2011 | ||
Rachel M. Aguirre |
Vice President and
Portfolio Manager of BlackRock |
July 2011 | ||
Timothy Murray |
Director and
Portfolio Manager of BlackRock |
May 2012 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans, and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
30 | About the investment portfolios | EQ Advisors Trust |
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 31 |
ATM International Portfolio Class IA, IB and K Shares
Investment Objective: The Portfolio seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity marked indexes, by investing in a combination of long and short positions on equity securities of foreign companies, including securities included in the Morgan Stanley Capital International (MSCI) EAFE Index, ASX SPI 200 Index, Dow Jones EURO STOXX 50 Index, FTSE 100 Index and the Tokyo Stock Price Index.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees
(fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
ATM International Portfolio |
|
Class IA
Shares |
|
|
Class IB
Shares |
|
|
Class K
Shares |
|
|||
Management Fee |
0.45% | 0.45% | % | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then redeem all of your shares at the end of those time periods. The Example also assumes that your investment has a 5% return each year and that the Portfolios operating expenses remain the same. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: Under normal circumstances, the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes, in foreign equity securities (or other financial instruments that derive their value from the securities of such companies). The Portfolio is divided into two portions, one of which utilizes a passive investment index style focused on equity securities of foreign companies and second portion which utilizes an actively managed futures and options strategy to tactically manage equity exposure in the Portfolio based on the level of volatility in the market. The combination of these strategies is intended to produce better risk-adjusted returns over time than investing exclusively in a passively managed portfolio of securities.
The Portfolio generally allocates approximately 50% of its net assets to a portion of the Portfolio that invests in the common stocks of companies included in the EAFE Index (Europe, Australasia, Far East) in a manner that is intended to track the performance (before fees and expenses) of that index, commonly referred to as an indexing strategy. This percentage may deviate from 0% to 100% of the Portfolios net assets depending on the level of volatility in the market. These investments typically are representative of the market structure of the developed equity markets in Europe, Australasia and the Far East. The Portfolio also may invest in exchange-traded funds (ETFs) that seek to track the EAFE Index and in other instruments, such as futures and options contracts, that provide exposure to the index.
The other portion of the Portfolio invests in futures and options contracts, including contracts on one or more of the MSCI EAFE Index, S&P ASX 200 Index, Dow Jones EURO STOXX 50 Index, FTSE 100 Index and Tokyo Stock Price Index, and other strategies to manage the Portfolios equity exposure. During periods when certain quantitative market indicators indicate that market volatility is high or is likely to increase, this portion of the Portfolio may implement strategies that are intended to reduce the Portfolios equity exposure and, therefore, the risk of market losses from investing in equity securities. This portion of the Portfolio may reduce equity exposure in the Portfolio using a variety of strategies, including selling its long futures positions on an index, entering into short futures positions on an index, or increasing cash levels, or a combination of some or all of these strategies. Conversely, when the market volatility indicators decrease, this portion of the Portfolio may increase equity exposure in the Portfolio such as by investing in futures contracts on an index or by investing in ETFs that provide comparable exposure as an index. Although these actions are intended to reduce the overall risk of investing in the Portfolio, they may result in periods of underperformance, including periods when the value of the specified benchmark index is appreciating, but market volatility is high. The Portfolios investments in derivatives may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the contract upon entering into the contract but participates in gains and losses on the full contract price. The use of derivatives also may be deemed to involve the use of leverage because the heightened price sensitivity of some derivatives to market changes may magnify the Portfolios gain or loss. It is not generally expected, however, that the Portfolio will be leveraged by borrowing money for investment purposes. In addition, the
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Portfolio generally does not intend to use leverage to increase its net investment exposure above approximately 100% of the Portfolios net asset value or below 0%. The Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) has been granted relief by the Securities and Exchange Commission to hire, terminate and replace Advisers and amend advisory agreements subject to the approval of the Board of Trustees and without obtaining shareholder approval. However, the Manager may not enter into an advisory agreement on behalf of the Portfolio with an affiliated person of the Manager, such as AllianceBernstein L.P., unless the advisory agreement is approved by the Portfolios shareholders. The Manager has ultimate responsibility to oversee Advisers and recommend their hiring, termination and replacement.
Principal Risks: 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. You may lose money by investing the Portfolio. Performance may be affected by one or more of the following risks.
Cash Management Risk: Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Custom Benchmark Risk: Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions.
Equity Risk: In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange Traded Funds Risk: When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. The Portfolio also is subject to the risks associated with the securities in which the ETFs invest, as well as general investment risks, including market risk, issuer-specific risk, portfolio management risk, security risk and adviser selection risk. There is also the risk that an ETFs performance may not match that of the relevant index. In addition, it is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected.
Foreign Securities Risk: Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets, particularly emerging markets, may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk: Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depositary Receipts Risk: Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
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,
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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 Portfolios 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 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 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.
Index Strategy Risk: A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a Portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Leveraging Risk: When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions (such as investments in futures and options contracts), invests in collateral from securities loans or borrows money.
Short Position Risk: A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited.
Risk/Return Bar Chart and Table
The bar chart and table below illustrate the Portfolios annual total returns for the Portfolios first full calendar year of operations. The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year and since inception through December 31, 2011 compare to the returns of a broad-based market index. The inception date for the Portfolio is (August 28, 2009). Past performance is not necessarily an indication of future performance.
Class IB shares have not commenced operations. Class IB share performance information shown in the table below is the performance of Class IA shares adjusted to reflect the effect of 12b-1 fees paid by Class IB shares.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA Shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
16.71% (2010 3rd Quarter) | 15.37% (2010 2nd Quarter) |
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Average Annual Total Returns | ||||||||
One
Year |
Since
Inception (August 28, 2009) |
|||||||
ATM International Portfolio
|
% | % | ||||||
ATM International Portfolio
|
% | % | ||||||
ATM International Portfolio
|
% | % | ||||||
MSCI EAFE Index |
% | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: AXA Equitable Funds Management Group, LLC (FMG
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President of FMG LLC |
May 2011 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC |
May 2009 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC |
May 2011 |
Adviser: AllianceBernstein L.P.
Portfolio Manager:
Name | Title |
Date Began
Managing the Portfolio |
||
Judith DeVivo |
Senior Vice President
of AllianceBernstein |
May 2009 |
Adviser: BlackRock Investment Management, LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Edward Corallo |
Managing Director
of BlackRock |
May 2010 | ||
Christopher Bliss |
Managing Director
of BlackRock |
May 2011 | ||
Jennifer Hsui |
Managing Director
of BlackRock |
May 2011 | ||
Rachel M. Aguirre |
Vice President and
Portfolio Manager of BlackRock |
July 2011 | ||
Timothy Murray |
Director and
Portfolio Manager of BlackRock |
May 2012 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans, and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and other investors eligible under applicable tax regulations, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
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2. More information on strategies, risks and benchmarks
Changes in Investment Objectives and Investment Strategies
As described in this Prospectus, each Portfolio has its own investment objective(s), policies and strategies. There is no assurance that a Portfolio will achieve its investment objective. The investment objective of each Portfolio may be changed without shareholder approval. All investment policies and strategies that are not specifically designated as fundamental may be changed without shareholder approval.
80% Policies
The ATM Large Cap Portfolio, the ATM Mid Cap Portfolio and the ATM Small Cap Portfolio each has a policy that it will invest at least 80% of its net assets, plus borrowings for investment purposes, in a particular type of investment connoted by its name, as described in the section of the Prospectus entitled About the Investment Portfolio. Each such policy is subject to change only upon at least sixty (60) days prior notice to shareholders of the affected Portfolio.
Indexing Strategies
A portion of each Portfolio seeks to track the total return performance (before fees and expenses) of a particular index. The following provides additional information regarding the management strategies employed by the Adviser of these portions in pursuing these objectives.
The Adviser to this portion of a Portfolio does not utilize customary economic, financial or market analyses or other traditional investment techniques to manage the portion. Rather, the Adviser will use a full replication or sampling technique in seeking to track the total return performance (before fees and expenses) of the particular index. A full replication technique generally involves holding each security in an index in approximately the same weight that the security represents in the index. Conversely, a sampling technique strives to match the characteristics of an index without having to purchase every stock in that index by selecting a representative sample of securities based on the characteristics of the index and the particular securities included therein. Such characteristics may include industry weightings, market capitalizations and fundamental characteristics.
In addition, during any period when the Manager determines that it would be impracticable or uneconomical for a Portfolio to invest its assets in accordance with its primary investment policies ( e.g., the Portfolio does not have sufficient assets to buy all of the securities in a particular broad-based index and to manage those assets in an efficient manner), the Portfolio may pursue its investment strategy by investing in other passively managed portfolios managed by the Manager to the extent permitted by statute or regulation.
Tactical Strategies
A portion of each Equity Tactical Manager Portfolio invests in futures and options to manage the Portfolios overall equity exposure. The following provides additional information regarding the implementation of these management strategies.
Each Equity Tactical Manager Portfolio uses proprietary models to implement its tactical investment strategy. The level of each Portfolios exposure to a particular index generally is determined based on an assessment of market fundamentals and quantitative signals of market movement, including the level of volatility in the market as may be measured by the Chicago Board Options Exchange Volatility Index (the VIX Index) or another quantitative indicator of market volatility. The VIX Index is a measure of market expectations of near-term volatility based on the S&P 500 Index option prices. Each Portfolio will decrease or increase its exposure to the relevant index based on thresholds of market volatility as measured by the VIX Index or another quantitative indicator of market volatility. These thresholds may be different for each Portfolio and may be changed from time to time without shareholder approval. The thresholds for each Portfolio may differ based on a variety of factors, including whether the particular Portfolio is offered on a stand alone basis as an investment option for Contract owners or as an investment option for other portfolios managed by the Manager that invest in the Portfolio as part of an investment strategy to manage the overall volatility of the investing funds portfolio. During periods of extremely high market volatility, it is possible that a Portfolio could have zero or negative exposure to the relevant index. During periods of unusually low market volatility, it is possible that a Portfolio could have 100% or more exposure to the relevant index.
Additional Strategies
The following provides additional information regarding the principal investment strategies discussed in the Investments, Risks, and Performance Principal Investment Strategy section for each Portfolio, and additional investment strategies that a Portfolio may employ in pursuing its investment objective. Each strategy may apply to all of the Portfolios. For further information about investment strategies, please see the Portfolios Statement of Additional Information (SAI).
Cash Management. On a day-to-day basis, the Portfolio typically will hold a significant portion of its assets in shares of the EQ/Money Market Portfolio (a money market fund managed by the Manager) or other money market funds, U.S. government securities, short-term, high-quality fixed income securities, money market instruments, overnight and fixed-term repurchase agreements, cash, and other cash equivalents with maturities of one year or less to collateralize its futures and other positions, to earn income for the Portfolio and to manage the Portfolios overall exposure to debt securities.
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Derivatives. Portfolios investing primarily in equity securities may use certain derivative instruments to manage their equity exposure. Portfolios investing primarily in debt securities may use certain derivative instruments to manage their portfolio duration. In addition, each Portfolio also may use derivative instruments to hedge its portfolio against market, economic, currency, issuer and other risks, to gain or manage exposure to markets, sectors and other securities in which the Portfolio may invest and to other economic factors that affect the Portfolios performance (such as interest rate movements), to increase total return or income, to reduce transaction costs, to manage cash, and for other portfolio management purposes. In general terms, a derivative instrument is an investment contract the value of which is linked to (or is derived from), in whole or in part, the value of an underlying asset, reference rate or index (e.g., stocks, bonds, commodities, currencies, interest rates and market indexes). Certain derivative securities may have the effect of creating financial leverage by multiplying a change in the value of the asset underlying the derivative to produce a greater change in the value of the derivative security. This creates an opportunity for increased return but, at the same time, creates the possibility for greater loss (including the likelihood of greater volatility in the net asset value of the shares of a Portfolio). In addition to the futures and options contracts discussed above, futures and options on individual securities and options on futures contracts, swaps and forward contracts, and structured securities, including forward currency contracts, are examples of other derivatives in which a Portfolio may invest. A Portfolio may maintain a significant percentage of its assets in cash and cash equivalent instruments, some of which may serve as margin or collateral for the Portfolios obligations under derivative transactions.
Equity Securities. Each Portfolio may invest in equity securities, which generally include common stock, preferred stock, convertible securities, warrants and rights. Equity securities may be bought on stock exchanges or in the over-the-counter market.
Foreign Securities. Certain Portfolios may invest in foreign securities, including securities of companies in emerging markets. Generally, foreign securities are issued by companies organized outside the U.S. or by foreign governments or international organizations, are traded primarily in markets outside the U.S., and are denominated in a foreign currency. Foreign securities may include securities of issuers in developing countries or emerging markets, which generally involve greater risk because the economic structures of these countries and markets are less developed and their political systems are less stable. In addition, foreign securities may include depositary receipts of foreign companies. 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. Depositary receipts also may be convertible into securities of foreign issuers. These securities may not necessarily be denominated in the same currency as the securities into which they may be converted.
Futures. Each Portfolio may purchase or sell futures contracts on individual fixed income securities or fixed income securities indexes. In purchasing a futures contract, the buyer agrees to purchase a specified underlying instrument at a specified future date. In selling a futures contract, the seller agrees to sell a specified underlying instrument at a specified future date. The price at which the purchase and sale will take place is fixed when the buyer and seller enter into the contract. It is anticipated that the Portfolios generally will purchase and sell futures contracts on specific debt securities issued by the U.S. government or its agencies of instrumentalities, such as U.S. Treasury bonds or notes, but the Portfolios also may invest in futures contracts on other types of debt securities and in futures contracts on fixed income securities indexes. Futures can be held until their delivery dates, or can be closed out before then if a liquid market is available. The value of a futures contract tends to increase and decrease in tandem with the value of its underlying instrument. Therefore, purchasing futures contracts will tend to increase a funds exposure to positive and negative price fluctuations in the underlying instrument, much as if it had purchased the underlying instrument directly. When a fund sells a futures contract, by contrast, the value of its futures position will tend to move in a direction contrary to the market. Selling futures contracts, therefore, will tend to offset both positive and negative market price changes, much as if the underlying instrument had been sold. Futures contracts in which the Portfolios will invest are highly standardized contracts that typically trade on futures exchanges.
There is no assurance a liquid market will exist for any particular futures contract at any particular time. Exchanges may establish daily price fluctuation limits for futures contracts, and may halt trading if a contracts price moves upward or downward more than the limit in a given day. On volatile trading days when the price fluctuation limit is reached or a trading halt is imposed, it may be impossible to enter into new positions or close out existing positions. If the market for a contract is not liquid because of price fluctuation limits or other market conditions, it could prevent prompt liquidation of unfavorable positions, and potentially could require a fund to continue to hold a position until delivery or expiration regardless of changes in its value. As a result, a funds access to other assets held to cover its futures positions could also be impaired.
The use of futures contracts and similar instruments may be deemed to involve the use of leverage because the Portfolio is not required to invest the full market value of the futures contract upon entering into the contract. Instead, the Portfolio, upon entering into a futures contract (and to maintain its open position in a futures contract), is required to post collateral for the contract, known as initial margin and variation margin, the amount of which may vary but which generally equals a relatively small percentage ( e.g. , less than 5%) of the value of
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the contract being traded. While the use of futures contracts may involve the use of leverage, the Portfolio generally does not intend to use leverage to increase its net exposure to debt securities above approximately 100% of the Portfolios net asset value or below 0%.
Illiquid Securities. Each Portfolio may invest up to 15% of its net assets in illiquid securities. Illiquid securities are securities that have no ready market.
ETFs. Each Portfolio may invest in shares of ETFs that are designed to provide investment results corresponding to an index of securities. ETFs may trade at relatively modest discounts and premiums to their net asset values. However, some ETFs have a limited operating history, and information is lacking regarding the actual performance and trading liquidity of these ETFs for extended periods or over complete market cycles. In addition, there is no assurance that the listing requirements of the various exchanges on which ETFs trade will be met to continue listing on that exchange. If substantial market or other disruptions affecting ETFs occur in the future, the liquidity and value of the assets of a Portfolio, and thus the value of the Portfolios shares, also could be substantially and adversely affected if a shareholder sells his or her shares in the Portfolio.
Index Options. Each Portfolio also may purchase exchange-traded or over-the-counter put and call options on securities indices and put and call options on ETFs on securities indices. A securities index option and an ETF option are option contracts whose values are based on the value of a securities index at some future point in time. A securities index fluctuates with changes in the market values of the securities included in the index. Each Portfolio also may write (or sell) put and call options on securities indices for the purpose of achieving its investment objective. When writing (selling) call and put options, a Portfolio will cover these positions by purchasing a call or put option on the same index. The effectiveness of purchasing or writing securities index options will depend upon the extent to which price movements in the Portfolios investment portfolio correlate with price movements of the securities index. By writing (selling) a call option, the Portfolio forgoes, in exchange for the premium less the commission, the opportunity to profit during the option period from an increase in the market value of an index above the exercise price. By writing (selling) a put option, the Portfolio, in exchange for the net premium received, accepts the risk of a decline in the market value of the index below the exercise price.
Initial Public Offerings (IPOs). Each of the Portfolios that may invest in equity securities may participate in the IPO market and a significant portion of those Portfolios returns may be attributable to their investment in IPOs, which have a magnified impact on Portfolios with small asset bases. An IPO is generally the first sale of stock by a company to the public. Companies offering an IPO are sometimes new, young companies or sometimes companies which have been around for many years but are deciding to go public. Prior to an IPO, there is generally no public market for an issuers common stock and 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.
Investment Grade Securities. Investment grade securities are rated in one of the four highest rating categories by Moodys or S&P comparably rated by another rating agency or, if unrated, determined by the applicable Adviser to be of comparable quality. Securities with the lower investment grade ratings, while normally exhibiting adequate protection parameters, speculative characteristics. This means that changes in economic conditions or other circumstances are more likely to lead to a weakened capacity to make principal and interest payments than is the case for higher rated debt securities.
Mid-Cap and Small-Cap Companies. A Portfolio may invest in the securities of mid- and small-cap companies. These companies are more likely than larger companies to have limited product lines, markets or financial resources or to depend on a small, inexperienced management groups. Generally, they are more vulnerable than larger companies to adverse business or economic developments and their securities may be less well-known, trade less frequently and in more limited volume than the securities of larger more established companies.
Portfolio Turnover. The Portfolios do not restrict the frequency of trading to limit expenses. The Portfolios may engage in active and frequent trading of portfolio securities to achieve their investment objectives. Frequent trading can result in a portfolio turnover in excess of 100% (high portfolio turnover).
Securities of Other Investment Companies. Each Portfolio may invest in the securities of other investment companies, including ETFs, to the extent permitted by applicable law. Generally, a Portfolios investments in other investment companies are subject to statutory limitations in the Investment Company Act of 1940, as amended (1940 Act), including in certain circumstances a prohibition against acquiring shares of another investment company if, immediately after such acquisition, the Portfolio and its affiliated persons (i) would hold more than 3% of such other investment companys 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. However, there are statutory and regulatory exemptions from these restrictions under the 1940 Act on which the Portfolios may rely to invest in other investment companies in excess of these limits, including in connection with cash sweep arrangements under which the Portfolios invest excess cash in a money market fund, subject to certain conditions. In addition, many ETFs have obtained exemptive relief from the Securities and Exchange Commission to permit unaffiliated funds (such as the Portfolios) to invest in their shares beyond the statutory limits, subject to certain conditions and pursuant to contractual arrangements between the ETFs and the inves-
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ting funds. A Portfolio may rely on these exemptive orders in investing in ETFs. A Portfolio that invests in other investment companies may indirectly bear the fees and expenses of that investment company.
Short Sales. Each Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect ( e.g. , taking a short position in a futures contract). A short sale is the sale by a portfolio of a security that has been borrowed from a third party on the expectation that the market price will drop. If the price of the security drops, the Portfolio will make a profit by purchasing the security in the open market at a lower price than at which it sold the security. If the price of the security rises, the Portfolio may have to cover short positions at a higher price than the short sale price, resulting in a loss.
Temporary Defensive Investments. For temporary defensive purposes, a Portfolio may invest, without limit, in cash, U.S. government securities money market instruments or high quality short-term debt securities, including repurchase agreements. To the extent a Portfolio is invested in these instruments, the Portfolio will not be pursuing its principal investment strategies and may not achieve its investment goal. In addition, a Portfolio may deviate from its asset allocation targets and target investment percentages for defensive purposes.
U.S. Government Securities. Each Portfolio may invest in U.S. government securities, which include direct obligations of the U.S. Treasury (such as Treasury bills, notes or bonds) and obligations issued or guaranteed as to principal and interest (but not as to market value) by the U.S. government, its agencies or its instrumentalities. U.S. government securities include mortgage-backed securities issued or guaranteed by government agencies or government-sponsored enterprises. Other U.S. government securities may be backed by the full faith and credit of the U.S. government or supported primarily or solely by the creditworthiness of the government-related issuer or, in the case of mortgage-backed securities, by pools of assets.
On August 5, 2011, S&P lowered its long-term sovereign credit rating on the U.S. to AA+ from AAA. In reaching its decision, S&P cited the delay by the U.S. government in raising the U.S. debt ceiling and the related fiscal policy debate. The downgrade of the U.S. long-term sovereign credit rating by S&P has raised concerns about the potential impact of the downgrade and further credit rating downgrades. While the ramifications of the downgrade on U.S. government securities are uncertain, it could adversely affect the liquidity of U.S. government securities held by a Portfolio. In addition, the downgrade could lead to increased interest rates and volatility in the short-term.
Zero Coupon and Pay-in-Kind Securities. Zero coupon securities are debt securities that do not pay regular interest at regular intervals, but are issued at a discount from face value. The discount approximates the total amount of interest the security will accrue from the date of issuance to maturity. Pay-in-kind securities normally give the issuer an option to pay cash at a coupon payment date or to give the holder of the security a similar security with the same coupon rate and a face value equal to the amount of the coupon payment that would have been made. Convertible securities, corporate debt securities, mortgage- and asset-backed securities, U.S. government securities, foreign securities and other types of debt instruments may be structured as zero coupon or pay-in-kind securities.
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 Portfolios shares may be affected by the Portfolios 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 Portfolios 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 the Managers 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 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.
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.
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. A Portfolio may have multiple Advisers, each of which is responsible for investing a specific allocated portion of the Portfolios 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,
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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. In addition, while the Manager seeks to allocate a Portfolios assets among the Portfolios Advisers in a manner that it believes is consistent with achieving the Portfolios investment objective, the Manager may be subject to potential conflicts of interest in allocating the Portfolios assets among Advisers because the Manager pays different fees to the Advisers and due to other factors that could impact the Managers revenues and profits.
Portfolio Management Risk. The risk that strategies used by the Manager or the Advisers and their securities selections fail to produce the intended results. In addition, the Manager may be subject to potential conflicts of interest in connection with providing advice to a Portfolio with respect to the allocation of assets between passively and actively managed portions of a Portfolio and the development and implementation of the models used to manage a Portfolio to the extent that such advice may impact its obligations with respect to any death benefit, income benefit or other guarantees that it and its affiliates may provide through Contracts that offer the Portfolio as an investment option. Consistent with its fiduciary duties, the Manager seeks to implement each Portfolios investment program in a manner that is in the best interests of the Portfolio and that is consistent with the Portfolios investment objective, policies and strategies described in detail in this Prospectus.
Portfolio Turnover Risk. High portfolio turnover (generally, turnover in excess of 100% in any given fiscal year) may result in increased transaction costs to a Portfolio, which may result in higher fund expenses and lower total return.
Security Selection Risk. The securities selected for a Portfolio may not perform as well as other securities that were not selected for a Portfolio. As a result, a Portfolio may underperform other funds with the same objective or in the same asset class.
As indicated in About the Investment Portfolios 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:
Cash Management Risk: Upon entering into certain derivatives contracts, such as futures contracts, and to maintain open positions in certain derivatives contracts, the Portfolio may be required to post collateral for the contract, the amount of which may vary. As such, the Portfolio may maintain cash balances, or foreign currency balances which may be significant, with counterparties such as the Trusts custodian or its affiliates. The Portfolio is thus subject to counterparty risk and credit risk should these counterparties be unable to fulfill their obligations.
Convertible Securities Risk. 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 securitys governing instrument, which may be different than the current market price of the security. 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 a Portfolio in convertible debt securities may not be subject to any ratings restrictions, although in such cases the Portfolios Adviser will consider such ratings, and any changes in such ratings, in its determination of whether the Portfolio should invest in and/or continue to hold the securities. Convertible securities are subject to interest rate risk and credit risk and are often lower-quality securities.
Credit Risk. The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which may be reflected in their credit ratings. Securities rated below investment grade (e.g., junk bonds) may include a substantial risk of default. U.S. government securities held by a Portfolio are supported by varying degrees of credit, and their value may fluctuate in response to political, market or economic developments. U.S. government securities, especially those that are not backed by the full faith and credit of the U.S. Treasury, such as securities supported only by the credit of the issuing governmental agency or government-sponsored enterprise, carry at least some risk of nonpayment, and the maximum potential liability of the issuers of such securities may greatly exceed their current resources. There is no assurance that the U.S. government would provide financial support to the issuing entity if not obligated to do so by law. Further, any government guarantees on U.S. government securities that a Portfolio owns do not extend to shares of the Portfolio themselves.
Custom Benchmark Risk: Although the [XX] Index was created by the Manager to show how the Portfolios performance compares with the returns of a volatility managed index, there is no guarantee that the Portfolio will outperform this benchmark.
Derivatives Risk: A derivative instrument is an investment contract the value of which is linked to (or is derived from), in whole or in part, the value of an underlying asset, reference, rate or index (e.g., stocks, bonds, commodities, currencies, interest rates and market indexes). Derivatives include options, swaps, futures, options on futures, forward contracts and structured securities. Investing in derivatives involves investment techniques and risks different from those associated with ordinary mutual fund securities transactions and may involve increased transaction costs. The successful use of derivatives
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will usually depend on the Managers or an Advisers ability to accurately forecast movements in the market relating to the underlying reference asset, rate or index. If the Manager or an Adviser does not predict correctly the direction of securities prices, interest rates and other economic factors, a Portfolios derivatives position could lose value. A Portfolios investment in derivatives may rise or fall more rapidly than other investments and may reduce the Portfolios returns. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. Derivatives also may be subject to a number of risks such as leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, credit risk and also involve the risk of mispricing or improper valuation. The use of derivatives may increase the volatility of a Portfolios net asset value. Derivatives may be leveraged such that a small investment in derivative securities can have a significant impact on a Portfolios exposure to stock market values, interest rates, currency exchange rates or other investments. As a result, a relatively small price movement in a derivatives contract may cause an immediate and substantial loss or gain. It may be difficult or impossible for a Portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio. In addition, the possible lack of a liquid secondary market for certain 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 such derivatives more difficult for the Portfolio to value accurately. Some derivatives are more sensitive to market price fluctuations and to interest rate changes than other investments. A Portfolio also could suffer losses related to its derivatives positions as a result of undervalued market movements, which losses are potentially unlimited. A Portfolio also may be exposed to losses if the counterparty in the transaction does not fulfill its contractual obligation. In addition, over-the-counter derivatives often do not have liquidity beyond the counterparty to the transaction, and because they are not traded on exchanges, they do not offer the protections provided by exchanges in the event that the counterparty is unable to fulfill its contractual obligation. Over-the-counter derivatives therefore involve greater counterparty and credit risk and may be more difficult to value than exchange-traded derivatives. When a derivative is used as a hedge against a position that a Portfolio holds, any loss generated by the derivative generally should be substantially offset by gains on the hedged instrument, and vice versa. While hedging can reduce or eliminate losses, it also can reduce or eliminate gains. Hedges are sometimes subject to imperfect matching between the derivative and the hedged investment, and there can be no assurance that a Portfolios hedging transactions will be effective.
There have been numerous recent legislative initiatives to implement a new regulatory framework for the derivatives markets. Various rules have been proposed, but the impact and extent of the proposed rules is not certain and it is not known when such rules may be adopted. New rules may limit the availability of certain derivatives, may make the use of derivatives by portfolios more costly, and may otherwise adversely impact the performance and value of derivatives.
Equity Risk. In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange-Traded Funds Risk. When a Portfolio invests in exchange traded funds (ETFs), it will indirectly bear fees and expenses charged by the ETFs, in addition to the advisory and other fees paid directly by the Portfolio. 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 invests in an ETF, it is subject to the risks associated with the underlying securities in which that ETF invests. ETFs also 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. 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 such 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, such 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 ETFs securities and those in the index it seeks to track, rounding of prices, changes to the indices and regulatory policies may cause an ETFs 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 ETF manager 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, certain foreign exchanges, and in over-the-counter markets there can be no assurance that an active trading market for such shares will develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETFs could be substantially and adversely affected. In addition, because ETFs are traded on these exchanges and in these markets, the purchase and sale of their shares involve transaction fees and commissions. 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.
Foreign Securities Risk. Investments in foreign securities, including depositary receipts, involve risks not associated with, or more prevalent than those that may be associated with, investing in U.S. securities. Foreign markets, particularly emerging markets, may be less liquid, more volatile and subject to less government supervision than domestic
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markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk. Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depository Receipts Risk. Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Emerging Markets Risk: Emerging market countries generally are located in Asia, the Middle East, Eastern Europe, Central and South America and Africa. There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. For instance, these countries may be more likely than developed countries to experience rapid and significant developments in their political or economic structures. Some emerging market countries restrict foreign investments, impose withholding or other taxes on foreign investments, or may nationalize or expropriate the assets of private countries. Therefore, a Portfolio may be limited in its ability to make direct or additional investments in an emerging markets country. Such restrictions also may have negative impacts on transaction costs, market price, investment returns and the legal rights and remedies of a Portfolio. In addition, the securities markets of emerging markets countries generally are smaller, less liquid and more volatile than those of developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and less reliable settlement, registration and custodial procedures. Emerging market countries also may be subject to high inflation and rapid currency devaluations and may be heavily dependent on international trade, which can materially affect their securities markets. The risks associated with investing in a narrowly defined geographic area also generally are more pronounced with respect to investments in emerging market countries.
European Economic Risk. The European Unions (the EU) Economic and Monetary Union (the EMU) requires member countries to comply with restrictions on interest rates, deficits, debt levels, and inflation rates, and other factors, each of which may significantly impact every European country. The economies of EU member countries and their trading partners may be adversely affected by changes in the euros exchange rate, changes in EU or governmental regulations on trade, and the threat of default or default by an EU member country on its sovereign debt, which could negatively impact a Portfolios investments and cause it to lose money. Recently, the European financial markets have been negatively impacted by rising government debt levels; possible default on or restructuring of sovereign debt in several European countries, including Greece, Ireland, Italy, Portugal and Spain; and economic downturns. A European countrys default or debt restructuring would adversely affect the holders of the countrys debt and sellers of credit default swaps linked to the countrys creditworthiness and could negatively impact global markets more generally. Recent events in Europe have adversely affected the euros exchange rate and value and may continue to impact the economies of every European country.
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.
International Fair Value Pricing Risk. A Portfolio that invests in foreign securities is subject to the risk that its share price may be exposed to arbitrage attempts by investors seeking to capitalize on differences in the values of foreign securities trading on foreign exchanges that may close before the time the Portfolios net asset value is determined. If such arbitrage attempts are successful, the Portfolios net asset value might be diluted. A Portfolios use of fair value pricing in certain circumstances (by adjusting the closing market prices of foreign securities to reflect what the Board of Trustees believes to be their fair value) may help deter such arbitrage activities. The effect of such fair value pricing is that foreign securities may not be priced on the basis of quotations from the primary foreign securities market in which they are traded, but rather may be priced by another method that the Board believes reflects fair value. As such, fair value pricing is based on subjective judgment and it is possible that fair value may differ materially from the value realized on a sale of a foreign security. It is also possible that use of fair value pricing will limit an investment advisers ability to implement a Portfolios investment strategy (e.g., reducing the volatility of the Portfolios share price) or achieve its investment objective.
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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 Portfolios 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 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 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.
Index Strategy Risk. A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends to track the performance of an unmanaged index of securities, whereas actively managed portfolios typically seek to outperform a benchmark index. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
Initial Public Offering (IPO) Risk. Securities issued in IPOs have no trading history, and information about the companies may be available for very limited periods. In addition, the prices of securities sold in IPOs may be highly volatile. At any particular time or from time to time, a Portfolio may not be able to invest in securities issued in IPOs, or invest to the extent desired, because, for example, only a small portion (if any) of the securities being offered in an IPO may be made available to the Portfolio. In addition, under certain market conditions, a relatively small number of companies may issue securities in IPOs. Similarly, as the number of Portfolios to which IPO securities are allocated increases, the number of securities issued to any one Portfolio may decrease. 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 a Portfolios assets grow it will continue to experience substantially similar performance by investing in IPOs.
Interest Rate Risk. The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration.
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.
Investment Grade Securities Risk. Debt securities are rated by national bond ratings agencies. Securities rated BBB by S&P or Fitch or Baa by Moodys 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.
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 leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money. Leveraged holdings generally require corresponding holdings of cash and cash equivalents, which may impair a Portfolios ability to pursue its objectives.
Liquidity Risk. The risk that certain investments may be difficult or impossible for a Portfolio to purchase or sell at an advantageous time or price or in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio.
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Mid-Cap and Small-Cap Company Risk. A Portfolios investments in mid- and small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. Their securities may be less well-known and trade less frequently and in limited volume compared with the securities of larger, more established companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the Portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. Mid- and small-cap companies also are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of mid- and small-cap company stocks tend to rise and fall in value more frequently than the stocks of larger companies. Although investing in mid- and small-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.
Recent Market Conditions Risk. The financial crisis in the U.S. and global economies over the past several years has resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign, and in the net asset values of many mutual funds, including the Portfolio. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country might adversely impact issuers in a different country. Because the situation is widespread and largely unprecedented, it may be unusually difficult to identify both risks and opportunities using past models of the interplay of market forces, or to predict the duration of these market conditions. The severity or duration of these conditions also may be affected by policy changes made by governments or quasi-governmental organizations. These conditions could negatively impact the value of the Portfolios investments.
The situation in the financial markets has resulted in calls for increased regulation. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) has initiated a revision of the U.S. financial regulatory framework and covers a broad range of topics, including (among many others) a reorganization of federal financial regulators; new rules for derivatives trading; and the registration and additional regulation of hedge and private equity fund managers. The regulators that have been charged with the responsibility for implementing the Dodd-Frank Act (e.g., the SEC and the CFTC) are reviewing generally and have proposed regulations or guidelines on the use of derivatives by market participants, including mutual funds. It is not clear whether final guidelines for such use will be published, or when these rules will become final. Instruments in which the Portfolio may invest, or the issuers of such instruments, may be negatively affected by the new legislation and regulation in ways that are unforeseeable. Most of the implementing regulations have not yet been finalized. Accordingly, the ultimate impact of the Dodd-Frank Act is not yet certain.
The U.S. federal government and certain foreign central banks have taken a variety of unprecedented actions to stimulate the economy and calm the financial markets. The ultimate effect of these efforts is not yet known. In the future, the U.S. federal government or other governments may take actions that affect the regulation of the instruments in which the Portfolio invests, the markets in which they trade, or the issuers of such instruments, in ways that are unforeseen. Changes in government policies may exacerbate the markets difficulties and withdrawal of this support, or other policy changes by governments or central banks, could negatively affect the value and liquidity of the Portfolios investments and cause it to lose money.
Repurchase Agreements Risk. A Portfolio may enter into repurchase agreements under which it purchases a security that a seller has agreed to repurchase from the Portfolio at a later date at the same price plus interest. If a seller defaults and the security declines in value, the Portfolio might incur a loss. If the seller declares bankruptcy, the Portfolio may not be able to sell the security at the desired time.
Short Position Risk. A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited. A Portfolios long positions could decline in value at the same time that the value of the short positions increase, thereby increasing the Portfolios overall potential for loss. Market factors may prevent a Portfolio from closing out a short position at the most desirable time or at a favorable price.
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.
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MSCI EAFE ® Index: A free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets, excluding the U.S. and Canada. The index consists of the following 22 developed market country indices: Australia, Austria, Belgium, Israel, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland, and the United Kingdom.
Russell 2000 ® Index: An unmanaged index which tracks the performance of approximately 2000 of the smallest companies in the Russell 3000, which represents approximately 10% of the total market capitalization of the Russell 3000, which in turn measures the performance of the 3,000 largest U.S. companies based on total market capitalization (representing approximately 98% of the investable U.S. equity market).
Standard & Poors 500 Composite Stock Index: Contains 500 of the largest U.S. companies deemed by Standard & Poors to be representative of the larger capitalization portion of the U.S. stock market. The index is capitalization weighted, thereby giving greater weight to companies with the largest market capitalizations.
Standard & Poors MidCap 400 Index: An unmanaged weighted index of 400 domestic stocks chosen for market size (market capitalization range of $750 million to $3.3 billion), liquidity, and industry group representation. The index returns reflect the reinvestment of dividends.
FTSE 100 Index (FTSE 100): The FTSE 100 Index is a market-capitalization weighted index representing the performance of the 100 largest UK-domiciled blue chip companies, which pass screening for size and liquidity. As of December 31, 2010, the FTSE 100 Index represents approximately 81% of the UKs market capitalization.
TOPIX Index (TOPIX): The TOPIX, also known as the Tokyo Price Index, is a capitalization-weighted index of all companies listed on the First Section of the Tokyo Stock Exchange. As of December 31, 2010, there were 1,663 companies represented in the index.
DJ EuroSTOXX 50 Index (EuroSTOXX 50): The EuroSTOXX 50 Index is designed to represent the performance of some of the largest companies across all components of the 18 EURO STOXX Supersector Indexes. The EURO STOXX TMI Supersector Indexes represent the Eurozone portion of the EURO STOXX Total Market Index. The index covers approximately 95% of the free-float market capitalization of the investable universe in the Eurozone. Index composition is reviewed annually and weights are reviewed quarterly. The 50 companies in the index are selected by first identifying the companies that equal approximately 60% of the free-float market capitalization of each corresponding EURO STOXX TMI Supersector Index. In addition, any stocks that are currently components of the index are added to the list. From that list, the 40 largest stocks are selected to be components of the index. In addition, any stocks that are current components of the Index (and ranked 41-60 on the list) are included as components.
S&P ASX 200 Index (S&P ASX 200): The Standard & Poors Australian Security Exchange 200 (a.k.a. S&P/ASX 200 Index) is recognized as the primary investable benchmark in Australia. The index represents the 200 largest and most liquid publicly listed companies in Australia and represents approximately 78% of Australian equity market capitalization.
EQ Advisors Trust | More information on strategies, risks and benchmarks | 45 |
This section gives you information on the Trust, the Manager and the Advisers for the Portfolios.
The Trust is organized as a Delaware statutory trust and is registered with the SEC as an open-end management investment company. The Trusts 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 seventy-two (72) portfolios, sixty-three (63) of which have authorized Class IA, Class IB and Class K shares and nine (9) of which have authorized Class IB and Class K shares. This Prospectus describes the Class IA, Class IB and Class K shares of eight (8) Portfolios. Each Portfolio has its own objective, investment strategies and risks, which have been previously described in this Prospectus.
FMG LLC, 1290 Avenue of the Americas, New York, New York 10104, currently serves as the Manager to each Portfolio. FMG LLC is an investment adviser registered under the Investment Advisers Act of 1940, as amended and a wholly owned subsidiary of AXA Equitable. AXA Equitable is a wholly-owned subsidiary of AXA Financial, Inc., a subsidiary of AXA, a French insurance holding company. FMG LLC serves as the investment manager to mutual funds and pooled investment vehicles and, as of December 31, 2011, had $ billion in assets under management.
The Manager has a variety of responsibilities for the general management and administration of the Trust and the Portfolios. Utilizing a due diligence process covering a number of key factors, The Manager selects Advisers to manage each Portfolios assets. These key factors include, but are not limited to, the Advisers reputation, organizational stability, investment personnel, long-term performance, investment philosophy and style and correlation with other Advisers retained for other allocated portions of the Portfolio. The Manager normally allocates each Portfolios assets to at least two Advisers. The Manager also is responsible for, among other things, determining the allocation of assets between the passively and tactically managed portions of each Portfolio, developing and overseeing the proprietary research model used to manage each Portfolio, monitoring the Advisers for the Portfolios, and ensuring that asset allocations are consistent with the guidelines that have been approved by the Board.
The Manager plays an active role in monitoring each Portfolio 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 Advisers portfolio management team to determine whether its investment activities remain consistent with the Portfolios investment style and objectives.
Beyond performance analysis, the Manager monitors significant changes that may impact the Advisers overall business. The Manager monitors continuity in the Advisers 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 and Adviser performance and Portfolio operations that is used to supervise and monitor the Advisers and the Portfolio operations. A team is responsible for conducting ongoing investment reviews with each Adviser and for developing the criteria by which Portfolio 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 Trusts Board of Trustees. The Manager also may allocate a Portfolios assets to additional Advisers subject to the approval of the Trusts Board of Trustees and has discretion to allocate each Portfolios assets among a Portfolios current Adviser(s). At the Managers sole discretion, an Adviser may not be allocated any Portfolio assets despite being named an Adviser to a Portfolio. The Manager recommends Advisers for each Portfolio to the Trusts Board of Trustees based upon its continuing quantitative and qualitative evaluation of each Advisers 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.
If the Manager appoints, dismisses or replaces an Adviser to a Portfolio, or adjusts the asset allocation among advisers in a Portfolio, the affected Portfolio may experience a period of transition during which the securities held in the Portfolio may be repositioned in connection with the change in Adviser(s). A Portfolio may not pursue its principal investment strategies during such a transition period and may incur increased brokerage commissions and other transaction costs in connection with the change(s). Generally, transitions vary in length, may be implemented before or after the effective date of the new Advisers appointment as an Adviser to the Portfolio, and may be completed in several days to several weeks, depending on the particular circumstances of the transition. In addition, as described in Investments, Risks and Performance above for each Portfolio, the past performance of a Portfolio is not necessarily an indication of future performance. This may be particularly true for any Portfolios that have undergone sub-adviser changes and/or changes to the investment objectives or policies of the portfolio.
The Manager has ultimate responsibility to oversee Advisers and recommend their hiring, termination and replacement.
The Manager has received an exemptive order from the SEC to permit it and the Trusts 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
46 | Management of the Trust | EQ Advisors Trust |
Manager is able, subject to the approval of the Trusts 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 person of the Manager (as that term is defined in the 1940 Act) (Affiliated Adviser), such as AllianceBernstein, unless the advisory agreement with the Affiliated Adviser, including compensation, is also approved by the affected Portfolios shareholders.
FMG LLC is responsible for determining the allocation of assets between the actively and passively managed portions of each Portfolio, overseeing the models used to manage the Portfolios, selecting and monitoring the Advisers for the Portfolios, and ensuring that asset allocations are consistent with the guidelines that have been approved by the Trusts Board of Trustees.
Kenneth T. Kozlowski, CFP ® , CLU, ChFC, Alwi Chan, CFA ® and Xavier Poutas, CFA are jointly and primarily responsible for oversight of the AXA Tactical Manager 500 Portfolio, AXA Tactical Manager 400 Portfolio, AXA Tactical Manager 2000 Portfolio, AXA Tactical Manager International Portfolio, ATM Large Cap Portfolio, ATM Mid Cap Portfolio, ATM Small Cap Portfolio and ATM International Portfolio.
Kenneth T. Kozlowski, CFP ® , CLU, ChFC, has served as Senior Vice President of FMG LLC since May 2011 and Senior Vice President of AXA Equitable from September 2011 to present. He was a Vice President of AXA Equitable from February 2001 to August 2011. He has served as Vice President of the Trust from June 2010 to present. Since 2003 Mr. Kozlowski, has had primary responsibility for the asset allocation, fund selection and rebalancing of the funds of funds currently managed by FMG LLC. Prior to June 1, 2007, Mr. Kozlowski served as Chief Financial Officer of the Trust from 2002 to 2007.
Alwi Chan, CFA ® has served as a Vice President of FMG LLC since May 2011 and as Vice President of AXA Equitable since 2007. Prior to that, he served as an Assistant Vice President (2005-2007) and Senior Investment Analyst (2002-2005) of AXA Equitable. He also has served as a Vice President of the Trust since 2007.
Xavier Poutas, CFA, has served as Assistant Portfolio Manager of FMG LLC since May 2011 and as Assistant Vice President of AXA Equitable since November 2008. He joined AXA Equitables Funds Management Group in October 2004 as a Fund Administrator and was involved in the implementation of the asset allocation strategy for the funds of funds currently managed by FMG LLC.
AllianceBernstein L.P. (AllianceBernstein), 1345 Avenue of the Americas, New York, New York 10105. 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, 2011, AllianceBernstein had approximately $ billion in assets under management.
AllianceBernsteins Passive Equity Investment Team, which is responsible for all of AllianceBernsteins Passive Equity accounts, manages and makes investment decisions for the AXA Tactical Manager 500 Portfolio, the AXA Tactical Manager 400 Portfolio, AXA Tactical Manager 2000 Portfolio, AXA Tactical Manager International Portfolio, ATM Large Cap Portfolio, ATM Mid Cap Portfolio, ATM Small Cap Portfolio and ATM International Portfolio. The Passive Equity Investment Team relies heavily on quantitative tools.
Judith DeVivo is primarily responsible for day-to-day management of the portion of each Portfolio managed by AllianceBernstein. Ms. DeVivo manages equity portfolios benchmarked to a variety of indexes, including the S&P 500, S&P MidCap 400, MSCI EAFE and Russell 2000 ® , FTSE 100, TOPIX, DJ EuroSTOXX 50 and S&P/ASX 200 Indexes 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.
BlackRock Investment Management, LLC (BlackRock Investment), P.O. Box 9011, Princeton, New Jersey 08543-9011. BlackRock Investment is a registered investment adviser and commodity pool operator organized in 1999. Together with its investment management affiliates, BlackRock Investment is one of the worlds largest asset management firms. As of December 31, 2011, BlackRock Investment and its affiliates had approximately $ trillion in assets under management.
Edward Corallo , Christopher Bliss , Jennifer Hsui , Rachel M. Aguirre and Timothy Murray are jointly and primarily responsible for the day-to-day management of a portion of each of the AXA Tactical Manager Portfolios.
Edward Corallo is a Managing Director of BlackRock, Inc. since 2009. He was a principal of Barclays Global Investors from 1998 to 2009. Mr. Corallo has more than five years of portfolio management responsibility.
Christopher Bliss , Managing Director and portfolio manager, is a member of BlackRocks Institutional Index Equity team. He focuses on emerging and frontier market strategies. He has been with BlackRock since 2009. From 2004 to 2009 he served at Barclays Global Investors (BGI) heading a team responsible for a variety of index and enhanced index emerging market products. Mr. Bliss has more than five years portfolio management responsibility.
EQ Advisors Trust | Management of the Trust | 47 |
Jennifer Hsui, Managing Director and portfolio manager, is a member of BlackRocks Institutional Index Equity team. She has been with the firm as a portfolio manager since 2009. From 2006 to 2009 she served at BGI leading a team responsible for the domestic institutional equity index funds. Prior to 2006 she served as a research analyst at RBC Capital Markets.
Rachel Aguirre , Vice President and Portfolio Manager with BlackRock, is responsible for managing a broad range of international equity portfolios in the Institutional Indexing Group. She has been with the firm as a portfolio manager since 2009. From 2006 to 2009 she was a Portfolio Manager in the Index Equity Group, and prior to 2006 she was a portfolio manager and strategist in Barclays Global Investors Fixed Income Group.
Timothy Murray , CFA, Director of BlackRock is a member of BlackRocks Index Equity Portfolio Management group. He has been with BlackRock since 2009. From 2007 to 2009 he served at BGI. Mr. Murray is responsible for managing passive and enhanced index equity strategies across emerging and frontier markets.
The Portfolios SAI provides additional information about the Advisers, 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.
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 Portfolios average daily net assets) that the Manager received in 2011 for managing each of the Portfolios included in the table and the rate of the management fees waived by the Manager in 2011 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 2011
Portfolios |
Annual
Rate Received |
Rate of Fees
Waived and Expenses Reimbursed |
||||||
AXA Tactical Manager 500 Portfolio |
0.45% | |||||||
ATM Large Cap Portfolio |
0.45% | |||||||
AXA Tactical Manager 400 Portfolio |
0.45% | % | ||||||
ATM Mid Cap Portfolio |
0.45% | |||||||
AXA Tactical Manager 2000 Portfolio |
0.45% | % | ||||||
ATM Small Cap Portfolio |
0.45% | |||||||
AXA Tactical Manager International Portfolio |
0.45% | % | ||||||
ATM International Portfolio |
0.45% |
Effective September 1, 2011, the annual contractual rate of the management fees (as a percentage of the Portfolios average daily net assets) payable by each of the Tactical Manager Portfolios is: 0.45% of the first $3 billion average net assets; 0.43% on the next $4 billion of average daily net assets; and 0.41% on the average daily net assets thereafter.
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.
FMG LLC also currently serves as the Administrator of the Trust. The administrative services provided to the Trust by FMG LLC include, among others, coordination of the Trusts 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 Trusts proxy voting policies and procedures and anti-money laundering program. For administrative services, in addition to the management fee, each Portfolio pays FMG LLC its proportionate share of a contractual fee that is equal to an annual rate of 0.150% on the first $20 billion of the aggregate average daily net assets of the Tactical Manager Portfolios; 0.125% on the next $5 billion of the aggregate average daily net assets of the Tactical Manager Portfolios; and 0.100% on the aggregate average daily net assets thereafter, plus $32,500 for each Portfolio and an additional $32,500 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 Trusts Board of Trustees to approve the investment management and advisory agreements with respect to the Portfolios is available in the Trusts Semi-Annual and Annual Reports to Shareholders for the period ending December 31, 2011.
In the interest of limiting through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) the expenses of each Portfolio, 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 so that the annual operating expenses of each Portfolio (other than interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, 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 Portfolios business) do not exceed 0.95% for Class IA shares and Class IB shares of each Tactical Manager Portfolio and 0.70% for Class K shares of each Tactical Manager Portfolio.
48 | Management of the Trust | EQ Advisors Trust |
Legal Proceedings Relating to the Manager
In July 2011, a lawsuit was filed in the United States District Court for the District of New Jersey, entitled Mary Ann Sivolella v. AXA Equitable Life Insurance Company and AXA Equitable Funds Management Group, LLC . The lawsuit was filed derivatively on behalf of eight funds: EQ/Common Stock Index Portfolio; EQ/Equity Growth PLUS Portfolio; EQ/Equity 500 Index Portfolio; EQ/Intermediate Government Bond Index Portfolio; EQ/Large Cap Value PLUS Portfolio; EQ/Global Multi-Sector Equity Portfolio; EQ/Mid Cap Value PLUS Portfolio; and EQ/GAMCO Small Company Value Portfolio. The lawsuit sought recovery under Section 36(b) of the 1940 Act for alleged excessive fees paid to AXA Equitable and the Manager (the Defendants) for investment management services. The Plaintiff sought recovery of the alleged overpayments, or alternatively, rescission of the contracts and restitution of all fees paid, interest, costs, attorney fees, fees for expert witnesses, and reserves the right to seek punitive damages where applicable. In October 2011, the Defendants filed a motion to dismiss the complaint. In November 2011, the Plaintiff filed an amended complaint asserting a claim under Section 36(b) and new claims under (1) Section 26(f) of the 1940 Act alleging that the variable annuity contracts sold by the Defendants charged unreasonable management fees, and seeking restitution and rescission of those contracts under Section 47(b) of the 1940 Act; and (2) a claim for unjust enrichment. In the amended complaint, the Plaintiff seeks recovery of the alleged overpayments, rescission of the contracts, restitution of all fees paid, interest, costs, attorney fees, fees for expert witness, and reserves the right to seek punitive damages where applicable. The Defendants filed a motion to dismiss the amended complaint in December 2011.
EQ Advisors Trust | Management of the Trust | 49 |
4. Fund distribution arrangements
The Trust offers three classes of shares on behalf of each Portfolio: Class IA shares, Class IB shares and Class K shares. AXA Distributors, LLC (AXA Distributors) serves as the distributor for the Class IA, Class IB and Class K shares of the Trust. The classes of shares are offered and redeemed at their net asset value without any sales load. AXA Distributors is an affiliate of FMG LLC. AXA Distributors is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and is a member of the Financial Industry Regulatory Authority (FINRA).
The Trust has adopted Distribution Plans pursuant to Rule 12b-1 under the 1940 Act for the Trusts Class IA and Class IB shares. Under the Distribution Plans, the Class IA and Class IB shares of the Trust are charged an annual fee to compensate AXA Distributors for promoting, selling and servicing shares of the Portfolios. Because these fees are paid out of the Portfolios 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 maximum annual distribution and/or service (12b-1) fee for each Portfolios Class IA and Class IB shares is 0.25% of the average daily net assets of the Portfolio attributable to Class IA and Class IB shares.
AXA 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. AXA Distributors also may receive marketing support from the Advisers in connection with the distribution of the Contracts.
50 | Fund distribution arrangements | EQ Advisors Trust |
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 FMG LLC.
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 timers shares. This can happen when it is not advantageous to sell any securities, so the Portfolios 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 that invest a significant portion of their assets in foreign securities (e.g., the Tactical Manager International Portfolios), in securities of small- and mid-capitalization companies (e.g., the Tactical Manager 400 Portfolios and the Tactical Manager 2000 Portfolios), or in high-yield securities, 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 Trusts 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 Trusts 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:
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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 FMG LLC and its affiliates, on behalf of the Trust, seek to make in a fair and reasonable manner consistent with the interests of all Contractholders. |
|
The limits on the 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 FMG LLC, on behalf of the Trust, determines that a Contractholders transfer patterns among the Trusts Portfolios are disruptive to the Trusts Portfolios, FMG LLC or an affiliate may, among other things, restrict the availability of personal telephone requests, facsimile transmissions, automated telephone services, internet services or any electronic transfer services. FMG LLC or an affiliate 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, FMG LLC or an affiliate 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 Portfolios net inflows and outflows exceed an established monitoring threshold, FMG LLC or an affiliate sends a letter to the Contractholder explaining that there is a policy against disruptive transfer activity and that if such activity continues, FMG LLC or an affiliate may take action to restrict the availability of voice, fax and automated transaction services. If such
EQ Advisors Trust | Buying and selling shares | 51 |
Contractholder is identified a second time as engaging in potentially disruptive transfer activity, FMG LLC or an affiliate currently restricts the availability of voice, fax and automated transaction services. FMG LLC or an affiliate currently applies such action for the remaining life of each affected Contract. Because FMG LLC or an affiliate 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 Contractholders who have engaged in disruptive transfer activity currently receive letters notifying them of FMG LLC or an affiliates intention to restrict access to communication services, such letters may not continue to be provided in the future. Consistent with seeking to discourage potentially disruptive transfer activity, FMG LLC, or an affiliate thereof or the Trust also may, 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.The above policies and procedures do not apply to transfers, purchases and redemptions of shares of Portfolios of the Trust by funds of funds managed by FMG LLC.
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.
52 | 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 shares 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 Portfolios 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 based upon pricing service valuations. |
|
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, the security will be valued using the fair value procedures by or under the direction of the Trusts 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 for exchange traded options, last sales price or, if not available, previous days 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 settlement price or, if there is no sale, latest available bid price. |
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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. |
Securities and assets for which market quotations are not readily available, for which valuation cannot be provided or for which events or circumstances occuring after the close of the relevant market or exchange materially affect their value 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, high yield securities and securities of 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 Trusts calculations of net asset values for each applicable Portfolio when the Trust deems that the particular event or circumstance would materially affect such Portfolios 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 Trusts Board of Trustees believes will reflect 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 Portfolios net asset value fairly reflects security values as of the time of pricing. Also, fair valuation of a Portfolios 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 Portfolios net asset value by those traders.
EQ Advisors Trust | How portfolio shares are priced | 53 |
Dividends and Other Distributions
The Portfolios generally distribute most or all of their net investment income and their 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 qualify each taxable year 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, diversification limits on investments, types of income, and distributions. To comply with all these requirements may, from time to time, necessitate a Portfolios disposition of one or more investments when it might not otherwise do so. A regulated investment company that satisfies the federal tax requirements is not taxed at the entity (Portfolio) level to the extent it passes through its net income and net realized 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. FMG LLC, in its capacity as the Manager and each Portfolios 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.
54 | Dividends and other distributions and tax consequences | EQ Advisors Trust |
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 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.
Earnings growth A pattern of increasing rate of growth in earnings per share from one period to another, which usually causes a stocks 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 companys success or failure. By appraising a companys 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 companys 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 Portfolios 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 companys earning power and is a useful tool for evaluating the costs of different securities.
Volatility The general variability of a Portfolios 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 | 55 |
The financial highlights table is intended to help you understand the financial performance for each Portfolios Class IA, Class IB and Class K shares. The financial information in the table below is for the period of the Portfolios operations. The financial information below for the Class IA, Class IB and Class K shares of each Portfolio has been derived from the financial statements of each Portfolio, which have been audited by , independent registered public accounting firm. report on each Portfolios financial statements as of December 31, 2011 and the financial statements themselves appear in the Trusts 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 Trusts Annual Report which are incorporated by reference into the Portfolios SAI and available upon request.
56 | Financial Highlights | EQ Advisors Trust |
If you would like more information about the Portfolios, the following documents (including a copy of this Prospectus) are available at the Trusts website: www.axa-equitablefunds.com , free of charge.
Annual and Semi-Annual Reports Include more information about the Portfolios investments and performance. The reports include performance information, a discussion of market conditions and the investment strategies that have significantly affected the Portfolios performance during the most recent fiscal period.
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 Portfolios 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
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 SECs 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 SECs 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 SECs
Public Reference Section,
Washington, D.C. 20549-1520
EQ Advisors Trust
(Investment Company Act File No. 811-07953)
© 2012 EQ Advisors Trust
EQ Advisors Trust SM
Prospectus dated May 1, 2012
This Prospectus describes one (1) Portfolio* offered by EQ Advisors Trust (the Trust) and the Class IA, Class IB and Class K 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/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 if the Portfolio is available under your contract or plan. |
The Securities and Exchange Commission has not approved or disapproved the Portfolios shares or determined if this Prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.
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(251183)
EQ Advisors Trust
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2 | Table of contents | EQ Advisors Trust |
EQ/International ETF Portfolio Class IA, IB and K Shares
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees
(fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
EQ/International ETF Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.40% | 0.40% | 0.40% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waiver and/or Expense Reimbursement |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
% | % | % |
| Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual 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 an annual rate of 0.55% for Class K shares and 0.80% for Class IA shares and Class IB shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated and then redeem all of your shares at the end of these periods. The Example also assumes, that your investment has a 5% return each year, that the Portfolios operating expenses remain the same and that the expense limitation agreement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal 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 AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) the Portfolios investment 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 & Poors, Russell or Morgan Stanley Capital International (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 Portfolios direct fees and expenses. The ETFs in which the Portfolio may invest are referred to herein as the Underlying ETFs.
The Manager 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, the Manager decides what portion of the Portfolios investable assets should be invested in various geographic regions. The Manager 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. The Manager 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.
EQ Advisors Trust | About the investment portfolios | 3 |
EQ/International ETF Portfolio (continued)
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. The Manager seeks to select Underlying ETFs that represent investments in one or more countries that are expected to outperform the Portfolios benchmark over the intermediate term. In selecting the Underlying ETFs, the Manager analyzes many factors, including the Underlying ETFs 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 PRINCIPAL RISKS
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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
|
Equity Risk. In general, stock and other equity security values fluctuate, sometimes widely, in response to changes in a companys financial condition as well as general market, economic and political conditions. |
|
ETF Risk. When a Portfolio invests in ETFs, it will indirectly bear fees and expenses charged by the ETF, in addition to the advisory and other fees paid directly by the Portfolio. A Portfolios investment in an ETF involves other considerations. For example, shares of ETFs are listed and traded on securities exchanges and in over-the-counter markets, and the purchase and sale of these shares involve transaction fees and commissions. Also, even though the market price of an ETF is derived from the securities it owns, such price at any given time may be at, below or above the ETFs net asset value. In addition, many ETFs invest in securities included in, or representative of, underlying indexes regardless of investment merit or market trends and, therefore, these ETFs do not change their investment strategies to respond to changes in the economy, which means that an ETF may be particularly susceptible to a general decline in the market segment relating to the relevant index. The Portfolio also is subject to the risks associated with the securities in which the ETFs invest, as well as general investment risks, including market risk, issuer-specific risk, portfolio management risk, securities selection risk and adviser selection risk. There is also the risk that an ETFs performance may not match that of the relevant index. It is also possible that an active trading market for an ETF may not develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETF could be substantially and adversely affected. |
|
Foreign Securities Risk. Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities. |
Currency Risk. Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Emerging Markets Risk. There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. In addition, the risks associated with investing in a narrowly defined geographic area are generally more pronounced with respect to investments in emerging market countries.
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one year, five years and since inception through December 31, 2011 compare to the returns of a broad-based market index. Past performance is not necessarily an indication of future performance.
The Class K shares commenced operations on August 26, 2011. The performance information shown in the table below for the Class K shares prior to that date is the performance of the Class IA shares which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and, prior to January 1, 2012, had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
4 | About the investment portfolios | EQ Advisors Trust |
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
24.81% (2009 2nd Quarter) | 20.62% (2008 4th Quarter) |
Average Annual Total Returns | ||||||||||||
One
Year |
Five
Years |
Since Inception
(August 25, 2006) |
||||||||||
EQ/International ETF
|
% | % | % | |||||||||
EQ/International ETF
|
% | % | % | |||||||||
EQ/International ETF
|
% | % | % | |||||||||
MSCI EAFE Index |
% | % | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski CFP ® , CLU, ChFC |
Senior Vice President
of FMG LLC |
August 2006 | ||
Alwi Chan, CFA ® |
Vice President of
FMG LLC |
May 2011 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio
Manager of FMG LLC |
May 2011 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with Contracts issued by AXA Equitable Life Insurance Company (AXA Equitable), AXA Life and Annuity Company, and other affiliated or unaffiliated insurance companies and to the AXA Equitable 401k Plan. Shares also may be sold to tax-qualified retirement plans, to other portfolios managed by FMG LLC that currently sell their shares to such accounts and plans, and to certain other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, Portfolios of AXA Premier VIP Trust and Retirement Plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and certain other investors eligible under applicable tax regulations, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contract, retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | About the investment portfolios | 5 |
2. More About Investment Strategies, Risks, Benchmarks and the Underlying ETFs
Changes in Investment Objectives and Principal Investment Strategies
As described in this prospectus, the Portfolio has its own investment objective(s), policies and strategies. There is no assurance that the Portfolio will achieve its investment objective. The investment objective of the Portfolio may be changed without shareholder approval. All investment policies and strategies that are not specifically designated as fundamental may be changed without shareholder approval.
80% Policy
The Portfolio has a policy that, under normal circumstances, it will invest at least 80% of its net assets, plus borrowings for investment purposes, in exchange traded securities of ETFs. This policy is subject to change only upon at least sixty (60) days prior notice to shareholders of the Portfolio.
Underlying ETFs
The Portfolio invests primarily in securities issued by ETFs. Accordingly, the Portfolios performance depends upon a favorable allocation by the Manager among the Underlying ETFs as well as the ability of the Underlying ETFs to generate favorable performance. In general, ETFs are designed to provide investment results corresponding to an index of securities. ETFs may trade at relatively modest discounts and premiums to their net asset values. However, some ETFs have a limited operating history, and information is lacking regarding the actual performance and trading liquidity of these ETFs for extended periods or over complete market cycles. In addition, there is no assurance that the listing requirements of the various exchanges on which ETFs trade will be met to continue listing on that exchange. If substantial market or other disruptions affecting ETFs occur in the future, the liquidity and value of the assets of the Portfolio, and thus the value of the Portfolios shares, also could be substantially and adversely affected.
Generally, the Portfolios investments in other investment companies are subject to statutory limitations in the Investment Company Act of 1940, as amended (1940 Act), including in certain circumstances a prohibition against acquiring shares of another investment company if, immediately after such acquisition, the Portfolio and its affiliated persons (i) would hold more than 3% of such other investment companys 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. However, many ETFs have obtained exemptive relief from the SEC to permit other investment companies (such as the Portfolio) to invest in their shares beyond the statutory limits, subject to certain conditions and pursuant to contractual arrangements between the ETFs and the investing funds.The Portfolio may rely on these exemptive orders in investing in ETFs.
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 discretion of the Manager without notice or shareholder approval. The Portfolio will not necessarily invest in every Underlying ETF at one time.
iShares ® FTSE China 25 Index Fund
iShares ® MSCI All Country Asia ex-Japan 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 Small Cap ETF
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 Israel Capped Investable Market Index Fund
iShares ® MSCI Italy Index Fund
iShares ® MSCI Japan Index Fund
iShares ® MSCI Japan Small Cap Index Fund
iShares ® MSCI Malaysia Index Fund
iShares ® MSCI Mexico Investable Market Index Fund
iShares ® MSCI Netherlands Investable Market Index Fund
iShares ® MSCI New Zealand Investable Market Index Fund
iShares ® MSCI Pacific ex-Japan Index Fund
iShares ® MSCI Poland Investable Market 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 Switzerland 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 Asia 50 Index Fund
iShares ® S&P Europe 350 Index Fund
iShares ® S&P India Nifty 50 ETF
iShares ® S&P Latin America 40 Index Fund
iShares ® S&P/TOPIX 150 Index Fund
SPDR ® Euro Stoxx 50 ETF
SPDR ® Stoxx Europe 50 ETF
SPDR ® S&P BRIC 40 ETF
SPDR ® S&P China ETF
SPDR ® S&P Emerging Asia Pacific ETF
SPDR ® S&P Emerging Europe ETF
SPDR ® S&P Emerging Latin America ETF
SPDR ® S&P Emerging Markets ETF
SPDR ® S&P Emerging Markets Small Cap ETF
SPDR ® S&P Emerging Middle East & Africa ETF
SPDR ® S&P International Mid Cap ETF
SPDR ® S&P International Small Cap ETF
SPDR ® S&P Russia ETF
Vanguard MSCI EAFE ETF
Vanguard MSCI Europe ETF
Vanguard MSCI Pacific ETF
iShares ® is a registered trademark of BlackRock Institutional Trust Company, N.A. (BIT). Neither BIT nor the iShares ® Funds make any representations regarding the advisability of investing in any of the funds listed above.
6 | More About Investment Strategies, Risks, Benchmarks and the Underlying ETFs | EQ Advisors Trust |
SPDRs ® is used under license from The McGraw-Hill Companies, Inc. (McGraw-Hill). McGraw-Hill makes no representation or warranty regarding the advisability of investing in any of the funds listed above.
Additional Strategies
The following provides additional information regarding the principal investment strategies discussed in the section About the Investment Portfolio Principal Investment Strategy and additional investment strategies that the Portfolio may employ in pursuing its investment objective.
Foreign Securities. The Portfolio may invest in foreign securities, including securities of companies in emerging markets. Generally, foreign securities are issued by companies organized outside the U.S. or by foreign governments or international organizations, are traded primarily in markets outside the U.S., and are denominated in a foreign currency. Foreign securities may include securities of issuers in developing countries or emerging markets, which generally involve greater risk because the economic structures of these countries and markets are less developed and their political systems are less stable. In addition, foreign securities may include depositary receipts of foreign companies. 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. Depositary receipts also may be convertible into securities of foreign issuers. These securities may not necessarily be denominated in the same currency as the securities into which they may be converted.
Illiquid Securities. The Portfolio may invest up to 15% of its net assets in illiquid securities. Illiquid securities are securities that have no ready market.
Portfolio Turnover. 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 their investment objectives. Frequent trading can result in a portfolio turnover in excess of 100% (high portfolio turnover).
Securities Lending. For purposes of realizing additional income, the Portfolio may lend its portfolio securities with a value of up to 33 1/3% of the Portfolios total assets (including collateral received for securities lent) to broker-dealers approved by the Trusts 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 the consideration to be earned from such loans justifies the risk.
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 the Portfolios shares may be affected by the Portfolios investment objective(s), principal investment strategies and particular risk factors. Consequently, the Portfolio may be subject to different risks than another investment company. Some of the risks of investing in the Portfolio are discussed below, including the principal risks of the Portfolio as discussed in About the Investment Portfolio Risks. However, other factors may also affect the Portfolios investment results. There is no guarantee that the Portfolio will achieve its investment objective(s) or that it will not lose value.
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 Underlying ETFs have investment strategies that come with inherent risks. Certain Underlying ETFs may emphasize different market sectors, such as securities in specific geographic regions. Additional risks, including principal risks of investing in the Underlying ETFs, are discussed below. More information about the Underlying ETFs is available in the Underlying ETFs prospectuses.
Risks Associated with the Portfolio and the Underlying ETFs: Because the Portfolio invests in Underlying ETFs, the return on your investment will be based on
General Investment Risks:
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 outperformance and underperformance in comparison to the general securities markets.
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.
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 and its securities selections fail to produce the intended results. In addition, the Manager may be subject to potential conflicts of interest in connection with providing advice to the Portfolio with respect to the development and implementation of the models used to manage
EQ Advisors Trust | More About Investment Strategies, Risks, Benchmarks and the Underlying ETFs | 7 |
a Portfolio to the extent that such advice may impact its obligations with respect to any death benefit, income benefit or other guarantees that it and its affiliates may provide through Contracts that offer the Portfolio as an investment option. Consistent with its fiduciary duties, the Manager seeks to implement each Portfolios investment program in a manner that is in the best interests of the Portfolio and that is consistent with the Portfolios investment objective, policies and strategies described in detail in this Prospectus.
Securities Lending Risk. A Portfolio that lends securities is subject to the risk that the loaned securities will not be available to the portfolio on a timely basis and, therefore, that the Portfolio may lose the opportunity to sell the securities at a desirable time and price. There is also the risk that the Portfolio will not receive (or will experience delays in receiving) additional collateral or the loaned securities when due, which could result in a loss to the portfolio. If the borrower fails financially, it is also possible that the portfolio could lose its right to the collateral it holds. In addition, the Portfolio bears the risk of a decline in the value of the collateral held by the Portfolio in connection with a securities loan.
Securities Selection Risk. The securities selected for a Portfolio may not perform as well as other securities that were not selected for a Portfolio. As a result, a Portfolio may underperform other funds with the same objective or in the same asset class.
Additional Risks:
Equity Risk. In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Exchange Traded Funds Risk. When a Portfolio invests in exchange-traded funds (ETFs), an investor will indirectly bear fees and expenses charged by the ETFs, in addition to the advisory and other fees paid directly by the Portfolio. 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 invests in an ETF, it is subject to the risks associated with the underlying securities in which that ETF invests. ETFs also 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. 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 such 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, such 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 ETFs securities and those in the index it seeks to track, rounding of prices, changes to the indices and regulatory policies may cause an ETFs 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 ETF manager 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, certain foreign exchanges and in over-the-counter markets, there can be no assurance that an active trading market for such shares will develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETFs could be substantially and adversely affected. In addition, because ETFs are traded on these exchanges and in these markets, the purchase and sale of their shares involve transaction fees and commissions. 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.
Focused Portfolio Risk. A Portfolio that employs a strategy of investing in the securities of a limited number of companies, some of which may be in the same industry, including a Portfolio that is classified as non-diversified, 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 Portfolios net asset value. Further, such a Portfolio may be more sensitive to events affecting a single industry. The use of such a focused investment strategy may increase the volatility of the Portfolios investment performance, as the Portfolio may be more susceptible to risks associated with more broadly single economic, political or regulatory event than a more broadly invested Portfolio.
Foreign Securities Risk. Investments in foreign securities, including depositary receipts, involve risks not associated with or more prevalent than those associated with investing in U.S. securities. Foreign markets, particularly emerging markets, may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk. Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains
8 | More About Investment Strategies, Risks, Benchmarks and the Underlying ETFs | EQ Advisors Trust |
from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depository Receipts. Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Emerging Markets Risk. Emerging market countries generally are located in Asia, the Middle East, Eastern Europe, Central and South America and Africa. There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. For instance, these countries may be more likely than developed countries to experience rapid and significant developments in their political or economic structures. Some emerging market countries restrict foreign investments, impose withholding or other taxes on foreign investments, or may nationalize or expropriate the assets of private countries. Therefore, a Portfolio may be limited in its ability to make direct or additional investments in an emerging markets country. Such restrictions also may have negative impacts on transaction costs, market price, investment returns and the legal rights and remedies of a Portfolio. In addition, the securities markets of emerging markets countries generally are smaller, less liquid and more volatile than those of developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and less reliable settlement, registration and custodial procedures. Emerging market countries also may be subject to high inflation and rapid currency devaluations and may be heavily dependent on international trade, which can materially affect their securities markets. The risks associated with investing in a narrowly defined geographic area also generally are more pronounced with respect to investments in emerging market 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 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 Portfolios 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 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 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.
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 leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money. Leveraged holdings generally require corresponding holdings of cash and cash equivalents, which may impair a Portfolios ability to pursue its objectives.
Liquidity Risk. The risk that certain investments may be difficult or impossible for a Portfolio to purchase or sell at an advantageous time or price or in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio.
Mid Cap and Small Cap Company Risk. A Portfolios investments in mid- and small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are
EQ Advisors Trust | More About Investment Strategies, Risks, Benchmarks and the Underlying ETFs | 9 |
more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. Their securities may be less well-known and trade less frequently and in limited volume compared with the securities of larger, more established companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. Mid- and small-cap companies also are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of mid- and small-cap company stocks tend to rise and fall in value more frequently than the stocks of larger companies. Although investing in mid- and small-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.
Portfolio Turnover Risk. High portfolio turnover (generally, turnover in excess of 100% in any given fiscal year) may result in increased transaction costs to a Portfolio, which may result in higher fund expenses and lower total return.
Repurchase Agreements Risk. A Portfolio may enter into repurchase agreements under which it purchases a security that a seller has agreed to repurchase from the Portfolio at a later date at the same price plus interest. If a seller defaults and the security declines in value, the Portfolio might incur a loss. If the seller declares bankruptcy, the Portfolio may not be able to sell the security at the desired time.
Sector Concentration Risk. A Portfolio that invests primarily in a particular sector could experience greater volatility than funds investing in a broader range of industries.
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. 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 this benchmark, therefore, are of limited use. It is included because it is widely known and may help you to understand the universe of securities from which the Portfolio is likely to select its holdings.
MSCI EAFE ® Index (Europe, Australasia, Far East) A free float-adjusted market capitalization weighted index that is designed to measure the equity market performance of developed markets excluding the U.S. and Canada. The index consists of the following 22 developed market country indices: Australia, Austria, Belgium, Denmark, Finland, France, Germany, Greece, Hong Kong, Ireland, Israel, Italy, Japan, the Netherlands, New Zealand, Norway, Portugal, Singapore, Spain, Sweden, Switzerland and the United Kingdom.
10 | More About Investment Strategies, Risks, Benchmarks and the Underlying ETFs | EQ Advisors Trust |
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.
Each Underlying ETF is subject to certain General Investment Risks, such as Asset Class Risk, Issuer-Specific Risk, Market Risk, Portfolio Management Risk and Security Selection Risk. These General Investment Risks as well as additional principal risks specific to each Underlying ETF are listed below. Information regarding these risks is available in the section More About Investment Strategies, Risks, Benchmarks and Underlying ETFs Risks and in the Underlying ETFs Prospectuses.
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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iShares ® FTSE China 25 Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the FTSE China 25 Index. | The Fund generally invests at least 90% of its assets in the securities of the FTSE China 25 Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Exchange Traded Funds Risk Tracking Error Risk |
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iShares ® MSCI All Country Asia ex Japan Index Fund | The Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI All Country Asia ex Japan Index. | The Fund generally invests at least 90% of its assets in securities of the MSCI All Country Asia ex Japan Index and in depositary receipts representing such securities. The Fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
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iShares ® MSCI Australia Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Australia Index. | The Fund generally invests at least 90% of its assets in the securities of the MSCI Australia Index and in depositary receipts representing such securities. The Fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Commodity Exposure Risk Tracking Error Risk |
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iShares ® MSCI Austria Investable Market Index Fund | The Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Austria Investable Market Index. | The Fund generally invests at least 90% of its assets in the securities of the MSCI Austria Investable Market Index and in depositary receipts representing such securities. The Fund uses a representative sampling indexing strategy to manage the index. |
Equity Securities Risk Foreign Securities Risks General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
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iShares ® MSCI Belgium Investable Market Index Fund | The Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Belgium Investable Market Index. | The Fund generally invests at least 90% of its assets in the securities of the MSCI Belgium Investable Market Index and in depositary receipts representing such securities. The Fund uses a representative sampling indexing strategy to manage the index. |
Equity Securities Risk Foreign Securities Risks General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
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iShares ® MSCI Brazil Index Fund | The Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Brazil Index. | The Fund generally invests at least 95% of its assets in the securities of the MSCI Brazil Index and in depositary receipts representing such securities. The Fund uses a representative sampling indexing strategy to try to manage the Fund. |
Equity Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Commodity Exposure Risk Tracking Error Risk |
EQ Advisors Trust | More information on investing in ETFs and the Underlying ETFs | 11 |
Information Regarding the Underlying ETFs (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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iShares ® MSCI BRIC Index Fund | The Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI BRIC Index. | The Fund generally invests at least 80% of its assets in the securities of the MSCI BRIC Index and in depositary receipts representing such securities. The Fund uses a representative sampling indexing strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risks General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Commodity Exposure Risk Tracking Error Risk |
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iShares ® MSCI Canada Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Canada Index. | The Fund generally invests at least 95% of its assets in the securities of the MSCI Canada Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Commodity Exposure Risk Tracking Error Risk |
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iShares ® MSCI EAFE Growth Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI EAFE Growth Index. | The Fund generally invests at least 90% of its assets in the securities of the MSCI EAFE Growth Index and in depositary receipts representing such securities. 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 manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Investment Style Risk Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
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iShares ® MSCI EAFE Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI EAFE Index. | The Fund generally invests at least 90% of its assets in the securities of the MSCI EAFE Index and in depositary receipts representing such securities. The index was developed as an equity benchmark for MSCIs international stock performance. The fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
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iShares® MSCI EAFE Small Cap Index Fund | The fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI EAFE Small Cap Index (EAFE Small Cap Index). | The fund generally invests at least 90% of its assets in securities of the EAFE Small Cap Index and in depositary receipts representing such securities. The Fund uses a representative sampling strategy to try to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Small Cap Company Risk Tracking Error Risk |
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iShares ® MSCI EAFE Value Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI EAFE Value Index. | The Fund generally invests at least 90% of its assets in the securities of the MSCI EAFE Index and in depositary receipts representing such securities. 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 manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
12 | More information on investing in ETFs and the Underlying ETFs | EQ Advisors Trust |
Information Regarding the Underlying ETFs (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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iShares ® MSCI Emerging Markets Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Emerging Markets Index. | The Fund generally invests at least 90% of its assets in the securities of the MSCI Emerging Markets Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Commodity Exposure Risk Tracking Error Risk |
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iShares ® MSCI France Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI France Index. | The Fund generally invests at least 95% of its assets in the securities of the MSCI France Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Exchange Traded Funds Risk Tracking Error Risk |
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iShares ® MSCI Germany Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Germany Index. | The Fund generally invests at least 95% of its assets in the securities of the MSCI Germany Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
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iShares ® MSCI Hong Kong Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Hong Kong Index. | The Fund generally invests at least 90% of its assets in the securities of the MSCI Hong Kong Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to try to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
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iShares ® MSCI Israel Capped Investable Market Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Israel Capped Investable Market Index. | The Fund will at all times invest at least 90% of its assets in the securities of the MSCI Israel Capped Investable market Index or in depositary receipts representing such securities. The Fund uses a representative sampling indexing strategy to manage the index. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Exchange Traded Funds Risk Tracking Error Risk |
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iShares ® MSCI Italy Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Italy Index. | The Fund generally invests at least 90% of its assets in the securities of the MSCI Italy Index and in depositary receipts representing such securities. The Fund uses a representative sampling indexing strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
EQ Advisors Trust | More information on investing in ETFs and the Underlying ETFs | 13 |
Information Regarding the Underlying ETFs (continued)
Portfolio |
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, before fees and expenses, of the MSCI Japan Index. | The Fund generally invests at least 95% of its assets in the securities of the MSCI Japan Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
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iShares® MSCI Japan Small Cap Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Japan Small Cap Index (Japan Small Cap Index) | The fund generally invests at least 90% of its assets in the securities of the MSCI Japan Small Cap Index and in depositary receipts representing such securities. The Fund uses a representative sampling strategy to try to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Small Cap Company Risk Tracking Error Risk |
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iShares ® MSCI Malaysia Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Malaysia Index. | The Fund generally invests at least 95% of its assets in the securities of the MSCI Malaysia Index and in depositary receipts representing such securities. The Fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
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iShares ® MSCI Mexico Investable Market Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Mexico Investable Market Index. | The Fund generally invests at least 90% of its assets in the securities of the MSCI Mexico Investable Market Index and in depositary receipts representing such securities. The Fund uses a representative sampling indexing strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Commodity Exposure Risk Tracking Error Risk |
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iShares ® MSCI Netherlands Investable Market Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Netherlands Investable Market Index. | The Fund generally invests at least 90% of its assets in the securities of the MSCI Netherlands Investable Market Index and in depositary receipts representing such securities. The Fund uses a representative sampling indexing strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
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iShares ® MSCI New Zealand Investable Market Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses of the MSCI New Zealand Investable Market Index. | The Fund generally invests at least 80% of its assets in securities of the MSCI New Zealand Investable Market Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non Diversification Risks Exchange Traded Funds Risks Commodity Exposure Risk Tracking Error Risk |
14 | More information on investing in ETFs and the Underlying ETFs | EQ Advisors Trust |
Information Regarding the Underlying ETFs (continued)
Portfolio |
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, before fees and expenses, of the MSCI Pacific ex-Japan Index. The index consists of stocks in the Australia, Hong Kong, New Zealand and Singapore markets. | The Fund generally invests at least 95% of its assets in the securities of the MSCI Pacific ex-Japan Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Commodity Exposure Risk Tracking Error Risk |
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iShares ® MSCI Poland Investable Market Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses of the MSCI Poland Investable Market Index. | The Fund generally invests at least 90% of its assets in securities of the MSCI Poland Investable Market Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to manage the Fund |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non Diversification Risks Exchange Traded Funds Risks Tracking Error Risk |
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iShares ® MSCI Singapore Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Singapore Index. | The Fund generally invests at least 95% of its assets in the securities of the MSCI Singapore Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
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iShares ® MSCI South Africa Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI South Africa Index. | The Fund generally invests at least 95% of its assets in the securities of the MSCI South Africa Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Commodity Exposure Risk Tracking Error Risk |
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iShares ® MSCI South Korea Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI South Korea Index. | The Fund generally invests at least 90% of its assets in the securities of the MSCI South Korea Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
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iShares ® MSCI Spain Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Spain Index. | The Fund generally invests at least 90% of its assets in the securities of the MSCI Spain Index and in depositary receipts representing such securities. The Fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
EQ Advisors Trust | More information on investing in ETFs and the Underlying ETFs | 15 |
Information Regarding the Underlying ETFs (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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iShares ® MSCI Sweden Index Fund | The Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Sweden Index. | The Fund generally invests at least 90% of its assets in the securities of the MSCI Sweden Index and in depositary receipts representing such securities. The Fund uses a representative sampling indexing strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Commodity Exposure Risk Tracking Error Risk |
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iShares ® MSCI Switzerland Index Fund | The Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Switzerland Index. | The Fund generally invests at least 90% of its assets in the securities of the MSCI Switzerland Index and in depositary receipts representing such securities. The Fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
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iShares ® MSCI Taiwan Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Taiwan Index. | The Fund generally invests at least 95% of its assets in the securities of the MSCI Taiwan Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to try to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
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iShares ® MSCI Thailand Investable Market Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, the MSCI Thailand Investable Market Index. | The Fund generally invests at least 90% of its assets in the securities of the MSCI Thailand Investable Market Index and in depositary receipts representing such securities. The Fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
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iShares ® MSCI Turkey Investable Market Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI Turkey Investable Market Index. | The Fund generally invests at least 90% of its assets in the securities of the MSCI Turkey Investable Market Index and in depositary receipts representing such securities. The Fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
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iShares ® MSCI United Kingdom Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the MSCI United Kingdom Index. | The Fund generally invests at least 95% of its assets in the securities of the MSCI United Kingdom Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
16 | More information on investing in ETFs and the Underlying ETFs | EQ Advisors Trust |
Information Regarding the Underlying ETFs (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
|||
iShares ® S&P Asia 50 Index Fund | The Fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the S&P Asia 50 Index. | The Fund generally invests at least 90% of its assets in securities of the S&P Asia 50 Index and in depositary receipts representing such securities. The Fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
|||
iShares ® S&P Europe 350 Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the Standard & Poors Europe 350 Index. | The Fund generally invests at least 90% of its assets in the securities of the Standard & Poors Europe 350 Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Exchange Traded Funds Risk Tracking Error Risk |
|||
iShares ® S&P India Nifty 50 Index Fund | The fund seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the S&P CNX Nifty Index (CNX Nifty Index) | The fund will invest substantially all of its assets in a wholly-owned subsidiary in the Republic of Mauritius, which in turn, will invest at least 80% of its total assets in securities that comprise the CNX Nifty Index. The Fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
|||
iShares ® S&P Latin America 40 Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the Standard & Poors Latin America 40 Index. | The Fund generally invests at least 90% of its assets in the securities of the Standard & Poors Latin America 40 Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Commodity Exposure Risk Tracking Error Risk |
|||
iShares ® S&P/TOPIX 150 Index Fund | Seeks investment results that correspond generally to the price and yield performance, before fees and expenses, of the S&P/TOPIX 150 Index. | The Fund generally invests at least 90% of its assets in the securities of the S&P/TOPIX 150 Index and in depositary receipts representing such securities. The fund uses a representative sampling strategy to manage the Fund. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non-Diversification Risk Exchange Traded Funds Risk Tracking Error Risk |
|||
SPDR ® Euro STOXX 50 ETF | The Funds investment objective is to replicate as closely as possible, before expenses, the price and yield performance of the EURO STOXX 50 ® Index. | The Fund will normally invest at least 80% of its assets in the securities comprising the index. The Fund uses a passive management strategy designed to track the price and yield performance of the Euro STOXX 50 ETF Index. |
Foreign Securities Risk General Investment Risk Large Cap Company Risk Exchange Traded Funds Risk |
EQ Advisors Trust | More information on investing in ETFs and the Underlying ETFs | 17 |
Information Regarding the Underlying ETFs (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
|||
SPDR ® STOXX EUROPE 50 ETF | The Funds investment objective is to replicate as closely as possible, before expenses, the price and yield performance of the Dow Jones STOXX EUROPE 50 ® Index. | The Fund will normally invest at least 80% of its assets in the securities comprising the index. The Fund uses a passive management strategy designed to track the price and yield performance of the Europe STOXX 50 Index. |
Foreign Securities Risk General Investment Risk Large Cap Company Risk Exchange Traded Funds Risk |
|||
SPDR ® S&P BRIC 40 ETF | The Funds investment objective is to replicate as closely as possible, before fees and expenses, the total return performance of an equity index based upon the emerging markets of Brazil, Russia, India and China. | The Fund will normally invest at least 80% of its assets in the securities of the SPDR BRIC 40 Index. The Fund uses a passive management strategy designed to track the total return performance of the S&P BRIC 40 Index. |
Foreign Securities Risk General Investment Risk Large Cap Company Risk Mid Cap and Small Cap Company Risk Exchange Traded Funds Risk |
|||
SPDR ® S&P China ETF | The Funds investment objective is to replicate as closely as possible, before fees and expenses, the total return performance of an equity index based upon the Chinese equity market. | The Fund will normally invest at least 80% of its assets in the securities of the SPDR China BMI Index. The Fund uses a passive management strategy and sampling methodology designed to track the total return performance of the S&P China BMI Index. |
Foreign Securities Risk General Investment Risk Large Cap Company Risk Mid Cap and Small Cap Company Risk Exchange Traded Funds Risk |
|||
SPDR ® S&P Emerging Asia Pacific ETF | The Funds investment objective is to replicate as closely as possible, before fees and expenses, the total return performance of an equity index based upon the emerging markets of the Asia Pacific Region. | The Fund will normally invest at least 80% of its assets in the securities of the S&P Asia Pacific Emerging BMI Index. The Fund uses a passive management strategy and sampling methodology designed to track the total return performance of the S&P Asia Pacific Emerging BMI Index. |
Foreign Securities Risk General Investment Risk Large Cap Company Risk Mid Cap and Small Cap Company Risk Non-Diversified Risk Exchange Traded Funds Risk |
|||
SPDR ® S&P Emerging Europe ETF | The Funds investment objective is to replicate as closely as possible, before fees and expenses, the total return performance of the S&P European emerging markets. | The Fund will normally invest at least 80% of its assets in the securities of the S&P European Emerging Capped BMI Index. The Fund uses a passive management strategy and sampling methodology designed to track the total return performance of the S&P European Emerging Capped BMI Index. |
Foreign Securities Risk General Investment Risk Large Cap Company Risk Micro Cap Risk Mid Cap and Small Cap Company Risk Exchange Traded Funds Risk |
18 | More information on investing in ETFs and the Underlying ETFs | EQ Advisors Trust |
Information Regarding the Underlying ETFs (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
|||
SPDR ® S&P Emerging Latin America ETF | The Funds investment objective is to replicate as closely as possible, before fees and expenses, the total return performance of an equity index based upon the Latin American emerging markets. | The Fund will normally invest at least 80% of its assets in the securities of the S&P Latin America BMI Index. The Fund uses a passive management strategy and sampling methodology designed to track the total return performance of the S&P Latin America BMI Index. |
Foreign Securities Risk General Investment Risk Large Cap Company Risk Mid Cap and Small Cap Company Risk Exchange Traded Funds Risk |
|||
SPDR ® S&P Emerging Markets ETF | The Funds investment objective is to replicate as closely as possible, before fees and expenses, the total return performance of an equity index based upon the emerging markets of the world. | The Fund will normally invest at least 80% of its assets in the securities of the S&P Emerging BMI Index. The Fund uses a passive management strategy and sampling methodology designed to track the total return performance of the S&P Emerging BMI Index. |
Foreign Securities Risk General Investment Risk Large Cap Company Risk Mid Cap and Small Cap Company Risk Non-Diversified Risk Exchange Traded Funds Risk |
|||
SPDR ® S&P Emerging Markets Small Cap ETF | The Funds investment objective is to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the small capitalization segment of global emerging market conditions. | The Fund will normally invest at least 80% of its assets in the securities of the S&P Emerging Markets Under USD2 Billion Index. The Fund uses a passive management strategy and sampling methodology designed to track the total return performance of the S&P Emerging Markets Under USD2 Billion Index. |
Foreign Securities Risk General Investment Risk Mid Cap and Small Cap Company Risk Non-Diversified Risk Exchange Traded Funds Risk |
|||
SPDR ® S&P Emerging Middle East & Africa ETF | The Funds investment objective is to replicate as closely as possible, before fees and expenses, the total return performance of an equity index based upon the Middle Eastern and African emerging markets. | The Fund will normally invest at least 80% of its assets in the securities of the S&P Mid-East & Africa BMI Index. The Fund uses a passive management strategy and sampling methodology designed to track the total return performance of the S&P Mid-East & Africa BMI Index. |
Foreign Securities Risk General Investment Risk Large Cap Company Risk Mid Cap and Small Cap Company Risk Non-Diversified Risk Exchange Traded Funds Risk |
|||
SPDR ® S&P International Mid Cap ETF | The Funds investment objective is to provide investment results that, before fees and expenses, correspond generally to the total return performance of an index that tracks the mid capitalization of global markets outside the U.S. | The Fund will normally invest at least 80% of its assets in the securities of the S&P Developed Ex-US Between USD2 Billion and USD5 Billion Index. The Fund uses a passive management strategy and sampling methodology designed to track the total return performance of the S&P Developed Ex-U.S. Between USD2 Billion and USD5 Billion. |
Foreign Securities Risk General Investment Risk Mid Cap and Small Cap Company Risk Non-Diversified Risk Exchange Traded Funds Risk |
EQ Advisors Trust | More information on investing in ETFs and the Underlying ETFs | 19 |
Information Regarding the Underlying ETFs (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
|||
SPDR ® S&P International Small Cap ETF | The Funds investment objective is to replicate as closely as possible, before fees and expenses, the total return performance of an equity index based upon the developed world (ex-US) small cap equity markets. | The Fund will normally invest at least 80% of its assets in the securities of the S&P Developed Ex-US Under USD2 Billion Index. The Fund uses a passive management strategy and sampling methodology designed to track the total return performance of the S&P Developed Ex-U.S. Under USD2 Billion. |
Foreign Securities Risk General Investment Risk Non-Diversified Risk Exchange Traded Funds Risk Small Cap Company Risk |
|||
SPDR ® S&P ® Russia ETF | Seeks to provide investment results that, before fees and expenses, correspond generally to the total return performance of an equity index based upon the Russian equity market. | The Fund normally will invest at least 80% of its total assets in the securities comprising the S&P Russia Capped BMI Index. The Fund uses a passive management strategy and a sampling methodology designed to track the total return performance of the S&P Russia Capped BMI Index. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Non Diversification Risks Exchange Traded Funds Risks |
|||
Vanguard MSCI EAFE ETF | Seeks to provide a tax-efficient investment return consisting of long-term capital appreciation. | The Fund purchases stocks included in the MSCI EAFE Index. The Fund uses statistical methods to sample the Index |
Equity Securities Risk Foreign Securities Risk General Investment Risks Exchange Traded Funds Risk |
|||
Vanguard MSCI Europe ETF | Seeks to track the performance of a benchmark index that measures the investment return of stocks issued by companies located in the major markets of Europe. | The Fund employs a passive management or indexing investment approach by investing all, or substantially all, of its assets in the common stocks included in the MSCI Europe Index. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Exchange Traded Funds Risk |
|||
Vanguard MSCI Pacific ETF | Seeks to track the performance of a benchmark index that measures the investment return of stocks issued by companies located in the major markets of the Pacific region. | The Fund employs a passive management or indexing investment approach by investing all, or substantially all, of its assets in the common stocks included in the MSCI Pacific Index. |
Equity Securities Risk Foreign Securities Risk General Investment Risks Exchange Traded Funds Risk |
20 | More information on investing in ETFs and the Underlying ETFs | EQ Advisors Trust |
The Trust is organized as a Delaware statutory trust and is registered with the Securities and Exchange Commission (SEC) as an open-end management investment company. The Trusts 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 seventy-one (72) Portfolios, sixty-three (63) of which have authorized Class IA, Class IB and Class K shares and the remaining nine (9) of which are only authorized to issue Class IB and Class K shares. This Prospectus describes the Class IA, Class IB and Class K shares of one (1) Portfolio. The Portfolios investment objective, investment strategies and risks have been previously described in this Prospectus.
FMG LLC, 1290 Avenue of the Americas, New York, New York 10104, currently serves as the Manager of the Trust. FMG LLC is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and a wholly owned subsidiary of AXA Equitable. AXA Equitable is a wholly-owned subsidiary of AXA Financial, Inc., a subsidiary of AXA, a French insurance holding company. FMG LLC is newly organized and commenced operations on May 1, 2011. FMG LLC serves as the investment adviser to mutual funds and had approximately $82 billion in assets under management as of December 31, 2011.
The Manager has a variety of responsibilities for the general management and administration of the Trust and day-to-day management of 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 Portfolios investments using the Managers 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.
Kenneth T. Kozlowski, CFP ® , CLU, ChFC, Alwi Chan, CFA ® , and Xavier Poutas, CFA ® , are responsible for the day-to-day management of the Portfolio.
Kenneth T. Kozlowski , CFP ® , ChFC, CLU has served as Senior Vice President of FMG LLC since May 2011 and as Senior Vice President of AXA Equitable from September 2001 to present. He was a Vice President of AXA Equitable from February 2001 to August 2011. He has served as Vice President of the Trust from June 2010 to present. Since 2003 Mr. Kozlowski has had primary responsibility for the asset allocation, fund selection and rebalancing of the funds of funds currently managed by FMG LLC and for the Portfolio since its inception. Mr. Kozlowski served as Chief Financial Officer of the Trust from December 2002 to June 2007.
Alwi Chan, CFA ® , has served as a Vice President of FMG LLC since May 2011 and as Vice President of AXA Equitable since February 2007. Prior to that, he served as an Assistant Vice President (2005-2007) and Senior Investment Analyst (2002-2005) of AXA Equitable. He also has served as Vice President of the Trust since 2007.
Xavier Poutas , CFA ® has served as an Assistant Portfolio Manager of FMG LLC since May 2011 and as Assistant Vice President of AXA Equitable since November 2008. He joined AXA Equitables Funds Management Group in October 2004 as a Fund Administrator and was involved in the implementation of the asset allocation strategy for funds of funds currently managed by FMG LLC.
Information about each portfolio managers compensation, other accounts he manages and his ownership of securities in the Portfolio is available in the Trusts Statement of Additional Information.
While day-to-day management of the Portfolio currently is provided by the Manager, the Manager may hire investment sub-advisers (Advisers) to provide day-to-day portfolio management for the Portfolio in the future. The Manager has ultimate responsibility to oversee Advisers and recommend their hiring, termination and replacement. The Manager has been granted relief by the SEC to appoint, dismiss and replace Advisers and amend advisory agreements subject to the approval of the Trusts Board of Trustees and without obtaining shareholder approval (the Multi-Manager Order). The Manager also may allocate a Portfolios 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., unless the advisory agreement with the Affiliated Adviser is approved by the affected Portfolios shareholders.
A discussion of the basis for the decision by the Trusts Board of Trustees to approve the management agreement with respect to the Portfolio is available in the Trusts Annual Report to Shareholders for the fiscal year ended December 31, 2011.
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 Portfolios average daily net assets) that the Manager received in 2011 for managing the Portfolio and the rate of the fees waived by the Manager in 2011 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.
EQ Advisors Trust | Management of the Trust | 21 |
Management Fees Paid by the Portfolio in 2011
Portfolio |
Annual
Rate Received |
Rate of Fees
Waived and Expenses Reimbursed |
||||||
EQ/International ETF |
0.40% | % |
FMG LLC also currently serves as the Administrator of the Trust. The administrative services provided to the Trust by FMG LLC include, among others, coordination of the Trusts 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 Trusts proxy voting policies and procedures and anti-money laundering program. For administrative services, in addition to the management fee, the Portfolio pays FMG LLC an annual fee of $30,000 plus its proportionate share of an asset-based administration fee for the Trust. The Trusts 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.
In the interest of limiting until April 30, 2013 (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 to limit the annual operating expenses of the Portfolio (other than interest, taxes, brokerage commissions, expenses of Underlying ETFs, dividend and interest expenses on securities sold short, other expenditures which are capitalized in accordance with generally accepted accounting principles, and other extraordinary expenses not incurred in the ordinary course of the Portfolios business) to the following respective expense ratios:
Expense Limitation Provisions
Total Expenses Limited to
(% of daily net assets) |
||||||||||||
Portfolio | Class IA | Class IB | Class K | |||||||||
EQ/International ETF Portfolio |
0.80% | 0.80% | 0.55% |
The Manager may be reimbursed the amount of any such payments and waivers in the future provided that the payments are reimbursed within three years of the payments or waivers being made and the combination of the Portfolios expense ratio and such reimbursements do not exceed the Portfolios 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.
Legal Proceedings Relating to the Manager
In July 2011, a lawsuit was filed in the United States District Court for the District of New Jersey, entitled Mary Ann Sivolella v. Axa Equitable Life Insurance Company and AXA Equitable Funds Management Group, LLC . The lawsuit was filed derivatively on behalf of eight funds: EQ/Common Stock Index Portfolio; EQ/Equity Growth PLUS Portfolio; EQ/Equity 500 Index Portfolio; EQ/Intermediate Government Bond Index; EQ/Large Cap Value PLUS Portfolio; EQ/Global Multi-Sector Equity Portfolio; EQ/Mid Cap Value PLUS Portfolio; and EQ/GAMCO Small Company Value Portfolio. The lawsuit sought recovery under Section 36(b) of the 1940 Act for alleged excessive fees paid to AXA Equitable and the Manager (the Defendants) for investment management services. The Plaintiff sought recovery of the alleged overpayments, or alternatively, rescission of the contracts and restitution of all fees paid. In October 2011, the Defendants filed a motion to dismiss the complaint. In November 2011, the Plaintiff filed an amended complaint asserting a claim under Section 36(b) and new claims under (1) Section 26(f) of the 1940 Act alleging that the variable annuity contracts sold by the Defendants charged unreasonable management fees, and seeking restitution and rescission of those contracts under Section 47(b) of the 1940 Act; and (2) a claim for unjust enrichment. In the amended complaint, the Plaintiff seeks recovery of the alleged overpayments, rescission of the contracts, restitution of all fees paid, award interest, costs, attorney fees, fees for expert witness, and reserves the right to seek punitive damages where applicable. The Defendants filed a motion to dismiss the amended complaint in December 2011.
22 | Management of the Trust | EQ Advisors Trust |
4. Fund distribution arrangements
The Trust offers three classes of shares on behalf of the Portfolio: Class IA, Class IB and Class K shares. AXA Distributors, LLC (AXA Distributors) serves as the distributor for the Class IA, Class IB and Class K shares of the Trust offered by this Prospectus. Each class of shares is offered and redeemed at its net asset value without any sales load. AXA Distributors is an affiliate of FMG LLC. AXA Distributors is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and is a member of FINRA.
The Trust has adopted a Distribution Plan pursuant to Rule 12b-1 under the 1940 Act for the Trusts Class IA and Class IB shares. Under the Distribution Plan, the Class IA and Class IB shares of the Trust are charged an annual fee to compensate AXA Distributors for promoting, selling and servicing shares of the Portfolio. The maximum distribution and/or service (12b-1) fee for the Portfolios Class IA and Class IB shares is equal to an annual rate of 0.25% of the average daily net assets attributable to the Portfolios Class IA and Class IB shares. Because these fees are paid out of the Portfolios 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.
EQ Advisors Trust | Fund distribution arrangements | 23 |
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 FMG LLC.
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 timers shares. This can happen when it is not advantageous to sell any securities, so the Portfolios 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 Trusts 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 Trusts 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 FMG LLC and its affiliates, on behalf of the Trust, seek to make in a fair and reasonable manner consistent with the interests of all Contractholders. |
|
The limits on the 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 FMG LLC, on behalf of the Trust, determines that a Contractholders transfer patterns among the Trusts Portfolios are disruptive to the Trusts Portfolios, FMG LLC or an affiliate may, among other things, restrict the availability of personal telephone requests, facsimile transmissions, automated telephone services, internet services or any electronic transfer services. FMG LLC or an affiliate 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, FMG LLC or an affiliate 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 Portfolios net inflows and outflows exceed an established monitoring threshold, FMG LLC or an affiliate sends a letter to the Contractholder explaining that there is a policy against disruptive transfer activity and
24 | Buying and selling shares | EQ Advisors Trust |
that if such activity continues, FMG LLC or an affiliate 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, FMG LLC or an affiliate currently will restrict the availability of voice, fax and automated transaction services. FMG LLC or an affiliate currently will apply such action for the remaining life of each affected Contract. Because FMG LLC or an affiliate 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 Contractholders who have engaged in disruptive transfer activity currently receive letters notifying them of FMG LLC or an affiliates intention to restrict access to communication services, such letters may not continue to be provided in the future. Consistent with seeking to discourage potentially disruptive transfer activity, FMG LLC or an affiliate or the Trust also may, 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. The above policies and procedures do not apply to transfers, purchases and redemptions of shares of Portfolios of the Trust by funds of funds managed by FMG LLC.
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.
EQ Advisors Trust | Buying and selling shares | 25 |
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 Portfolios shares is determined according to this schedule:
|
A shares 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 Portfolios or an Underlying ETFs 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 based upon pricing service valuations. |
|
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, the security will be valued using the fair value procedures by or under the direction of the Trusts 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 for exchange traded options, last sales price or, if not available, previous days 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 settlement 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. |
Securities and assets for which market quotations are not readily available, for which valuation cannot be provided or for which events or circumstances occurring after the close of the relevant market or exchange materially affecting their value are valued pursuant to the fair value procedures 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, high yield securities 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 Trusts calculations of net asset values for the Portfolio when the Trust deems that the particular event or circumstance would materially affect the Portfolios 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 Trusts Board of Trustees believes will reflect 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 Portfolios net asset value fairly reflects security values as of the time of pricing. Also, fair valuation of the Portfolios 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 Portfolios net asset value by those traders.
26 | How portfolio shares are priced | EQ Advisors Trust |
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 each taxable year 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, diversification limits on investments, types of income, and distributions. To comply with all these requirements may, from time to time, necessitate a Portfolios disposition of one or more investments when it might not otherwise do so. A regulated investment company that satisfies the federal tax requirements is not taxed at the entity (Portfolio) level to the extent it passes through its net income and net realized 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. FMG LLC, in its capacity as the Manager and the administrator of the Trust, therefore carefully monitors the Portfolios 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.
EQ Advisors Trust | Dividends and other distributions and tax consequences | 27 |
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 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 bonds 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 stocks 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 companys success or failure. By appraising a companys 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 companys 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 Portfolios 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 companys 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 Portfolios 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.
28 | Glossary of Terms | EQ Advisors Trust |
The financial highlights table is intended to help you understand the financial performance for the Portfolios Class IA, Class IB and Class K shares. The financial information in the table below is for the period of the Portfolios operations. The financial information below for the Class IA, Class IB and Class K shares has been derived from the financial statements of the Portfolio, which have been audited by [PricewaterhouseCoopers LLP,] an independent registered public accounting firm. [PricewaterhouseCoopers LLPs] report on the Portfolios financial statements as of December 31, 2011 and the financial statements themselves appear in the Trusts 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 Trusts Annual Report which are incorporated by reference into the Trusts Statement of Additional Information (SAI) and available upon request.
EQ Advisors Trust | Financial Highlights | 29 |
If you would like more information about the Portfolio, the following documents (including a copy of this Prospectus) are available at the Trusts website: www.axa-equitablefunds.com , free of charge.
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 significantly affected the Portfolios 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 Portfolios policies and procedures with respect to the disclosure of its portfolio securities holdings is available in the Portfolios SAI.
To order a free copy of the Portfolios 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
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 SECs 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 SECs 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 SECs
Public Reference Section,
Washington, D.C. 20549-1520
EQ Advisors Trust
(Investment Company Act File No. 811-07953)
© 2012 EQ Advisors Trust
EQ Advisors Trust SM
Prospectus dated May 1, 2012
This prospectus describes six (6) Portfolios* offered by EQ Advisors Trust (the Trust) and the Class IA, IB and Class K 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.
AXA Strategic Allocation Series Portfolios
AXA Ultra Conservative Strategy Portfolio
AXA Conservative Strategy Portfolio
AXA Conservative Growth Strategy Portfolio
AXA Balanced Strategy Portfolio
AXA Moderate Growth Strategy Portfolio
AXA Growth Strategy Portfolio
* | Not all of these Portfolios may 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 any Portfolios shares or determined if this Prospectus is accurate or complete. Anyone who tells you otherwise is committing a crime.
Strategic Alloc
Class IA/IB/K
(251191)
EQ Advisors Trust
The AXA Strategic Allocation Series | ||||
3 | ||||
6 | ||||
9 | ||||
12 | ||||
15 | ||||
18 | ||||
The Portfolios at a Glance | 21 | |||
More About Investment Strategies, Risks & Benchmarks | 23 | |||
23 | ||||
23 | ||||
33 | ||||
Information Regarding the Underlying Portfolios | 34 | |||
Management of the Trust | 43 | |||
43 | ||||
43 | ||||
43 | ||||
44 | ||||
44 | ||||
Portfolio Services | 45 | |||
45 | ||||
45 | ||||
46 | ||||
47 | ||||
48 | ||||
48 | ||||
Financial Highlights | 49 |
2 | Table of contents | EQ Advisors Trust |
AXA Ultra Conservative Strategy Portfolio Class IA, IB and K Shares
Investment Objective: The Portfolio seeks current income.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of
|
||||||||||||
AXA Ultra Conservative Strategy Portfolio |
|
Class IA
Shares |
|
|
Class IB
Shares |
|
|
Class K
Shares |
|
|||
Management Fee |
0.10% | 0.10% | 0.10% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waiver and/or Expense Reimbursement |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
% | % | % |
| Based on estimated amounts for the current fiscal year. |
| Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative or other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual operating expenses (including Acquired Fund Fees and Expenses) of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses and extraordinary expenses) do not exceed an annual rate of % for Class IA and Class IB shares and % for Class K shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then redeem all of your shares at the end of those time periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same and that the expense limitation agreement is not renewed. The Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the Example, affect the Portfolios performance. For the period from September 28, 2011, the inception date for the Portfolio, through December 31, 2011, the end of the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolio pursues its investment objective by investing in other mutual funds (Underlying Portfolios) managed by AXA Equitable Funds Management Group, LLC (FMG LLC or Manager). Under normal market conditions, it is expected that the Portfolio will invest approximately 90% of its assets in fixed income investments and approximately 10% of its assets in equity investments through investments in Underlying Portfolios.
The fixed income asset class may include investment grade bonds, mortgage-backed securities and government securities. These securities may include securities with maturities that range from short to longer term. The equity asset class may include securities of small-, mid- and large-capitalization companies and exchange-traded funds. The Portfolio also may invest in Underlying Portfolios that invest in derivatives such as options on securities and futures contracts. In an attempt to reduce volatility and produce more favorable risk-adjusted returns over time, the Portfolio may invest in Underlying Portfolios as deemed appropriate by the Manager that combine a passive investment index style with an actively managed futures and options strategy that is used to tactically manage exposure to securities in a particular index or indexes based on the level of volatility in the market as applicable. This strategy may not fully protect the Portfolio against declines in the value of its portfolio, and the Portfolio could experience a loss or could underperform its benchmark during certain periods as a result of its investment in these Underlying Portfolios. Further, there is no guarantee that the Portfolios strategy will have its intended effect, and it may not work as effectively as is intended.
Principal Risks: 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. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
|
Affiliated Portfolio Risk In managing a Portfolio that invests in Underlying Portfolios, the Manager will have the authority to select |
EQ Advisors Trust | AXA Ultra Conservative Strategy Portfolio | 3 |
AXA Ultra Conservative Strategy Portfolio (continued)
and substitute the Underlying Portfolios. The Manager may be subject to potential conflicts of interest in allocating the Portfolios assets among the various Underlying Portfolios 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, administering, and with respect to certain Underlying Portfolios, its affiliates are responsible for sub-advising, the Underlying Portfolios. |
|
Asset Transfer Program Risk The Portfolio is used in connection with certain benefit programs under Contracts issued by AXA Equitable Life Insurance Company (AXA Equitable). The Contracts provide that AXA Equitable can automatically transfer contract value between the Portfolio and other portfolios managed by the Manager and the general account of AXA Equitable through a non-discretionary, systematic mathematical process. The purpose of these transfers is to attempt to protect Contract value from declines due to market volatility, and thereby limit AXA Equitables exposure to risk on certain guaranteed benefits under the Contracts. This mathematical process may, however, result in large-scale asset flows into and out of the Portfolio and subject the Portfolio to certain risks. For instance, the Portfolios investment performance could be adversely affected if the mathematical process requires the Manager to purchase and sell securities at inopportune times or otherwise limits the Managers ability to fully implement the Portfolios investment strategies. In addition, these pre-determined mathematical formulas may result in relatively small asset bases and relatively high operating expense ratios for the Portfolio compared to other similar funds. |
|
Credit Risk The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings. |
|
Derivatives Risk A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the Portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions. |
|
Equity Risk In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions. |
|
Index Strategy Risk A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a Portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index. |
|
Interest Rate Risk The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration. |
|
Investment Grade Securities Risk Debt securities are rated by national bond ratings agencies. Securities rated BBB by Standard & Poors Ratings Services (S&P) or Fitch Ratings Ltd. (Fitch) or Baa by Moodys Investors Service, Inc. (Moodys) 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. |
|
Risks of Investing in Underlying Portfolios A Portfolio that invests in Underlying Portfolios will indirectly bear fees and expenses charged by the Underlying Portfolios, in addition to the Portfolios direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. In addition, the Portfolios net asset value is subject to fluctuations in the net asset value of each Underlying Portfolio. The Portfolio is also subject to the risks associated with the securities in which the Underlying Portfolios invest. The Portfolio and the Underlying Portfolios are subject to certain general investment risks, including market risk, issuer-specific risk, investment style risk and portfolio management risk. In addition, to the extent a Portfolio invests in Underlying Portfolios that invest in equity securities, fixed income securities and/or foreign securities, the |
4 | AXA Ultra Conservative Strategy Portfolio | EQ Advisors Trust |
Portfolio is subject to the risks associated with investing in such securities. The Underlying Portfolios 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 Underlying Portfolio at a time that is unfavorable to the Portfolio. |
Risk/Return Bar Chart and Table
The Portfolio commenced operations on September 28, 2011. Performance information will be available in the Prospectus after the Portfolio has been in operation for one full calendar year.
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski,
|
Senior Vice President of FMG LLC | August, 2011 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC | August, 2011 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC | August, 2011 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with certain benefit programs under Contracts issued by AXA Equitable.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Procedures for purchasing and redeeming Portfolio shares are governed by the applicable separate account through which you invest. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently sells its shares to insurance company separate accounts, distributions the Portfolio makes of its net investment income and net realized gains most of all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts). Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the public but instead is offered as an underlying investment option for Contracts. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | AXA Ultra Conservative Strategy Portfolio | 5 |
AXA Conservative Strategy Portfolio Class IA, IB and K Shares
Investment Objective: Seeks a high level of current income.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees
(fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
AXA Conservative Strategy Portfolio |
|
Class IA
Shares |
|
|
Class IB
Shares |
|
|
Class K
Shares |
|
|||
Management Fee |
0.10% | 0.10% | 0.10% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses (Underlying Portfolios) |
0.25% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waivers and/or Expense Reimbursement |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
% | % | % |
| Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual operating expenses (including Acquired Fund Fees and Expenses) of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses and extraordinary expenses) do not exceed an annual rate of % for Class IA and Class IB shares and % for Class K shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolio pursues its investment objective by investing in other mutual funds (Underlying Portfolios) managed by AXA Equitable Funds Management Group, LLC (FMG LLC or Manager). 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.
The fixed income asset class may include investment grade securities and below investment grade securities (also known as high yield or junk bonds) of both U.S. and foreign issuers. Actual allocations among asset classes can deviate from the amounts shown above by up to 15% of the Portfolios assets. The Underlying Portfolios include portfolios that invest a significant portion of their assets in derivatives, including futures and options contracts that may be used for a variety of purposes, including managing the portfolios equity exposure or duration.
The Manager may change the asset allocation targets, and the particular Underlying Portfolios in which the Portfolio invests. The Manager may sell the Portfolios holdings for a variety of reasons, including to invest in an Underlying Portfolio believed to offer superior investment opportunities.
PRINCIPAL INVESTMENT RISKS
An investment in the Portfolio is not a deposit of a bank and is not insured by the Federal Deposit Insurance Corporation or any other government agency. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
The principal risks presented by the Portfolio are:
|
Affiliated Portfolio Risk In managing a Portfolio that invests in Underlying Portfolios, the Manager will have the authority to select and substitute the Underlying Portfolios. The Manager may be subject to potential conflicts of interest in allocating the Portfolios assets among the various Underlying Portfolios 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, administering, and with respect to certain Underlying Portfolios, its affiliates are responsible for sub-advising, the Underlying Portfolios. |
6 | AXA Conservative Strategy Portfolio | EQ Advisors Trust |
|
Credit Risk The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings. |
|
Derivatives Risk A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the Portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions. |
|
Equity Risk In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions. |
|
Foreign Securities Risk Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities. |
|
Index Strategy Risk A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a Portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index. |
|
Interest Rate Risk The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration. |
|
Investment Grade Securities Risk Debt securities are rated by national bond ratings agencies. Securities rated BBB by Standard & Poors Ratings Services (S&P) or Fitch Ratings, Ltd. (Fitch) or Baa by Moodys Investors Service, Inc. (Moodys) 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 or lower by S&P or Fitch or Ba or lower by Moodys) are speculative in nature and are subject to additional risk factors such as increased possibility of default, illiquidity of the security, and changes in value based on changes in interest rates. Junk bonds are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength. |
|
Risks of Investing in Underlying Portfolios A Portfolio that invests in Underlying Portfolios will indirectly bear fees and expenses charged by the Underlying Portfolios, in addition to the Portfolios direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. In addition, the Portfolios net asset value is subject to fluctuations in the net asset value of each Underlying Portfolio. The Portfolio is also subject to the risks associated with the securities in which the Underlying Portfolios invest. The Portfolio and the Underlying Portfolios are subject to certain general investment risks, including market risk, issuer-specific risk, investment style risk and portfolio management risk. In addition, to the extent a Portfolio invests in Underlying Portfolios that invest in equity securities, fixed income securities and/or foreign securities, the Portfolio is subject to the risks associated with investing in such securities. The Underlying Portfolios 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 Underlying Portfolio at a time that is unfavorable to the Portfolio. |
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one-year and since inception
EQ Advisors Trust | AXA Conservative Strategy Portfolio | 7 |
AXA Conservative Strategy Portfolio (continued)
periods through December 31, 2011 compare to the returns of a broad-based market index. The additional broad-based market index shows how the Portfolios performance compares with the returns of other asset classes in which the Portfolio may invest. Past performance is not necessarily an indication of future performance.
Class IA shares have not commenced operations. Class IA share performance information shown below is the performance of Class IB shares which have the same expenses as the Class IA shares. Class K shares have not commenced operations as of the date of this Prospectus. The performance information shown in the table below for the Class K shares is the performance of the Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class K shares do not pay 12b-1 fees.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Returns Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
4.07% (2010 3rd Quarter) | 0.09% (2010 2nd Quarter) |
Average Annual Total Returns | ||||||||
One Year |
Since
(April 30, 2009) |
|||||||
AXA Conservative Strategy Portfolio
|
% | % | ||||||
AXA Conservative Strategy Portfolio
|
% | % | ||||||
AXA Conservative Strategy Portfolio
|
% | % | ||||||
S&P 500 Index |
% | % | ||||||
Barclays Capital U.S. Aggregate Bond Index |
% | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President of FMG LLC | April 2009 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC |
May 2011 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC |
May 2011 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other Portfolios managed by FMG LLC that currently sell their shares to such accounts and plans, and to other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and certain other investors eligible under applicable tax regulations, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
8 | AXA Conservative Strategy Portfolio | EQ Advisors Trust |
AXA Conservative Growth Strategy Portfolio Class IA, IB and K Shares
Investment Objective: Seeks current income and growth of capital, with greater emphasis on current income.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees
(fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
AXA Conservative Growth Strategy Portfolio |
Class IA Shares |
Class IB Shares |
Class K
Shares |
|||||||||
Management Fee |
0.10% | 0.10% | 0.10% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses (Underlying Portfolios) |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waivers and/or Expense Reimbursement |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
% | % | % |
| Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual operating expenses (including Acquired Fund Fees and Expenses) of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses and extraordinary expenses) do not exceed an annual rate of % for Class IA and Class IB shares and % for Class K shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolio pursues its investment objective by investing in other mutual funds (Underlying Portfolios) managed by AXA Equitable Funds Management Group, LLC (FMG LLC or Manager). 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.
The fixed income asset classes may include investment grade securities and below investment grade securities (also known as high yield or junk bonds) of both U.S. and foreign issuers. Actual allocations among asset classes can deviate from the amounts shown above by up to 15% of the Portfolios assets. The Underlying Portfolios include portfolios that invest a significant portion of their assets in derivatives, including futures and options contracts that may be used for a variety of purposes, including managing the portfolios equity exposure or duration.
The Manager may change the asset allocation targets, and the particular Underlying Portfolios in which the Portfolio invests. The Manager may sell the Portfolios holdings for a variety of reasons, including to invest in an Underlying Portfolio believed to offer superior investment opportunities.
PRINCIPAL INVESTMENT RISKS
An investment in the Portfolio is not a deposit of a bank and is not insured by the Federal Deposit Insurance Corporation or any other government agency. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
The principal risks presented by the Portfolio are:
|
Affiliated Portfolio Risk In managing a Portfolio that invests in Underlying Portfolios, the Manager will have the authority to select and substitute the Underlying Portfolios. The Manager may be subject to potential conflicts of interest in allocating the Portfolios assets among the various Underlying Portfolios 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, administering, and with |
EQ Advisors Trust | AXA Conservative Growth Strategy Portfolio | 9 |
AXA Conservative Growth Strategy Portfolio (continued)
respect to certain Underlying Portfolios, its affiliates are responsible for sub-advising, the Underlying Portfolios. |
|
Credit Risk The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings. |
|
Derivatives Risk A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the Portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions. |
|
Equity Risk In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions. |
|
Foreign Securities Risk Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities. |
|
Index Strategy Risk A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a Portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index. |
|
Interest Rate Risk The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration. |
|
Investment Grade Securities Risk Debt securities are rated by national bond ratings agencies. Securities rated BBB by Standard & Poors Ratings Services (S&P) or Fitch Ratings, Ltd. (Fitch) or Baa by Moodys Investors Service, Inc. (Moodys) 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 or lower by S&P or Fitch or Ba or lower by Moodys) are speculative in nature and are subject to additional risk factors such as increased possibility of default, illiquidity of the security, and changes in value based on changes in interest rates. Junk bonds are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength. |
|
Risks of Investing in Underlying Portfolios A Portfolio that invests in Underlying Portfolios will indirectly bear fees and expenses charged by the Underlying Portfolios, in addition to the Portfolios direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. In addition, the Portfolios net asset value is subject to fluctuations in the net asset value of each Underlying Portfolio. The Portfolio is also subject to the risks associated with the securities in which the Underlying Portfolios invest. The Portfolio and the Underlying Portfolios are subject to certain general investment risks, including market risk, issuer-specific risk, investment style risk and portfolio management risk. In addition, to the extent a Portfolio invests in Underlying Portfolios that invest in equity securities, fixed income securities and/or foreign securities, the Portfolio is subject to the risks associated with investing in such securities, such as equity risk, market capitalization risk, investment grade securities risk, interest rate risk, credit/default risk, foreign investing and emerging markets securities risk and lower-rated securities risk. The Underlying Portfolios 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 Underlying Portfolio at a time that is unfavorable to the Portfolio. |
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios
10 | AXA Conservative Growth Strategy Portfolio | EQ Advisors Trust |
average annual total returns for the past one-year and since inception periods through December 31, 2011 compare to the returns of a broad-based market index. The additional broad-based market index shows how the Portfolios performance compares with the returns of other asset classes in which the Portfolio may invest. Past performance is not necessarily an indication of future performance.
Class IA shares have not commenced operations. Class IA share performance information shown below is the performance of Class IB shares which have the same expenses as the Class IA shares. Class K Shares have not commenced operations as of the date of this Prospectus. The performance information shown in the table below for the Class K shares is the performance of the Class IB Shares, which reflects the effect of 12b-1 fees paid by Class IB Shares. Class K Shares do not pay 12b-1 fees.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
6.02% (2010 3rd Quarter) | 3.13% (2010 2nd Quarter) |
Average Annual Total Returns | ||||||||
One Year |
Since
(April 30, 2009) |
|||||||
AXA Conservative Growth Strategy Portfolio Class IA Shares |
% | % | ||||||
AXA Conservative Growth Strategy Portfolio Class IB Shares |
% | % | ||||||
AXA Conservative Growth Strategy Portfolio Class K Shares |
% | % | ||||||
S&P 500 Index |
% | % | ||||||
Barclays Capital U.S. Aggregate Bond Index |
% | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President of FMG LLC | April 2009 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC | May 2011 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of
FMG LLC |
May 2011 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to Portfolios managed by FMG LLC that currently sell their shares to such accounts and plans, and to other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and certain other investors eligible under applicable tax regulations, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | AXA Conservative Growth Strategy Portfolio | 11 |
AXA Balanced Strategy Portfolio Class IA, IB and K Shares
Investment Objective: Seeks long-term capital appreciation and current income.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
AXA Balanced Strategy Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.10% | 0.10% | 0.10% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses (Underlying Portfolios) |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waivers and/or Expense Reimbursement |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
% | % | % |
| Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual operating expenses (including Acquired Fund Fees and Expenses) of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses and extraordinary expenses) do not exceed an annual rate of % for Class IA and Class IB shares and % for Class K shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was % of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolio pursues its investment objective by investing in other mutual funds (Underlying Portfolios) managed by AXA Equitable Funds Management Group, LLC (FMG LLC or Manager). 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.
The fixed income asset class may include investment grade securities and below investment grade securities (also known as high yield or junk bonds) of both U.S. and foreign issuers. Actual allocations among asset classes can deviate from the amounts shown above by up to 15% of the Portfolios assets. The Underlying Portfolios include portfolios that invest a significant portion of their assets in derivatives, including futures and options contracts that may be used for a variety of purposes, including managing the portfolios equity exposure or duration.
The Manager may change the asset allocation targets, and the particular Underlying Portfolios in which the Portfolio invests. The Manager may sell the Portfolios holdings for a variety of reasons, including to invest in an Underlying Portfolio believed to offer superior investment opportunities.
PRINCIPAL INVESTMENT RISKS
An investment in the Portfolio is not a deposit of a bank and is not insured by the Federal Deposit Insurance Corporation or any other government agency. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
The principal risks presented by the Portfolio are:
|
Affiliated Portfolio Risk In managing a Portfolio that invests in Underlying Portfolios, the Manager will have the authority to select and substitute the Underlying Portfolios. The Manager may be subject to potential conflicts of interest in allocating the Portfolios assets among the various Underlying Portfolios 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, administering, and with respect to certain Underlying Portfolios, its affiliates are responsible for sub-advising, the Underlying Portfolios. |
12 | AXA Balanced Strategy Portfolio | EQ Advisors Trust |
|
Credit Risk The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings. |
|
Derivatives Risk A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the Portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions. |
|
Equity Risk In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions. |
|
Foreign Securities Risk Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities. |
|
Index Strategy Risk A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a Portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index. |
|
Interest Rate Risk The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration. |
|
Investment Grade Securities Risk Debt securities are rated by national bond ratings agencies. Securities rated BBB by Standard & Poors Ratings Services (S&P) or Fitch Ratings, Ltd. (Fitch) or Baa by Moodys Investors Service, Inc. (Moodys) 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 or lower by S&P or Fitch or Ba or lower by Moodys) are speculative in nature and are subject to additional risk factors such as increased possibility of default, illiquidity of the security, and changes in value based on changes in interest rates. Junk bonds are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength. |
|
Risks of Investing in Underlying Portfolios A Portfolio that invests in Underlying Portfolios will indirectly bear fees and expenses charged by the Underlying Portfolios, in addition to the Portfolios direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. In addition, the Portfolios net asset value is subject to fluctuations in the net asset value of each Underlying Portfolio. The Portfolio is also subject to the risks associated with the securities in which the Underlying Portfolios invest. The Portfolio and the Underlying Portfolios are subject to certain general investment risks, including market risk, issuer-specific risk, investment style risk and portfolio management risk. In addition, to the extent a Portfolio invests in Underlying Portfolios that invest in equity securities, fixed income securities and/or foreign securities, the Portfolio is subject to the risks associated with investing in such securities, such as equity risk, market capitalization risk, investment grade securities risk, interest rate risk, credit/default risk, foreign investing and emerging markets securities risk and lower-rated securities risk. The Underlying Portfolios 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 Underlying Portfolio at a time that is unfavorable to the Portfolio. |
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one-year and since inception
EQ Advisors Trust | AXA Balanced Strategy Portfolio | 13 |
AXA Balanced Strategy Portfolio (continued)
periods through December 31, 2011 compare to the returns of a broad-based market index. The additional broad-based market index shows how the Portfolios performance compares with the returns of other asset classes in which the Portfolio may invest. Past performance is not necessarily an indication of future performance.
For periods prior to the date Class IA shares commenced operations (September 11, 2009), Class IA share performance information shown below is the performance of Class IB shares which have the same expenses as the Class IA shares. Class K shares have not commenced operations as of the date of this Prospectus. The performance information shown in the table below for the Class K shares is the performance of the Class IA shares, which would have annual returns identical to those of the Class K shares because the Class IA shares are invested in the same portfolio of securities and prior to January 1, 2012 had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
7.00% (2010 3rd Quarter) | 4.70% (2010 2nd Quarter) |
Average Annual Total Returns |
||||||||
One Year |
Since
Inception (April 30, 2009) |
|||||||
AXA Balanced Strategy Portfolio
|
% | % | ||||||
AXA Balanced Strategy Portfolio
|
% | % | ||||||
AXA Balanced Strategy Portfolio
|
% | % | ||||||
S&P 500 Index |
% | % | ||||||
Barclays Capital U.S. Aggregate Bond Index |
% | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President of FMG LLC | April 2009 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC | May 2011 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of
FMG LLC |
May 2011 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other Portfolios managed by FMG LLC that currently sell their shares to such accounts and plans, and to other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and certain other investors eligible under applicable tax regulations, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
14 | AXA Balanced Strategy Portfolio | EQ Advisors Trust |
AXA Moderate Growth Strategy Portfolio Class IA, IB and K Shares
Investment Objective: Seeks long-term capital appreciation and current income, with a greater emphasis on current income.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
AXA Moderate Growth Strategy Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.10% | 0.10% | 0.10% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | 0.25% | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses (Underlying Portfolios) |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waivers and/or Expense Reimbursement |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
% | % | % |
| Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual operating expenses (including Acquired Fund Fees and Expenses) of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses and extraordinary expenses) do not exceed an annual rate of % for Class IA and Class IB shares and % for Class K shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was 38% of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolio pursues its investment objective by investing in other mutual funds (Underlying Portfolios) managed by AXA Equitable Funds Management Group, LLC (FMG LLC or Manager). The Portfolio invests approximately 60% of its assets in equity investments and approximately 40% of its assets in fixed income investments through investments in Underlying Portfolios.
The fixed income asset class may include investment grade securities and below investment grade securities (also known as high yield or junk bonds) of both U.S. and foreign issuers. Actual allocations among asset classes can deviate from the amounts shown above by up to 15% of the Portfolios assets. The Underlying Portfolios include portfolios that invest a significant portion of their assets in derivatives, including futures and options contracts that may be used for a variety of purposes, including managing the portfolios equity exposure or duration.
The Manager may change the asset allocation targets, and the particular Underlying Portfolios in which the Portfolio invests. The Manager may sell the Portfolios holdings for a variety of reasons, including to invest in an Underlying Portfolio believed to offer superior investment opportunities.
PRINCIPAL INVESTMENT RISKS
An investment in the Portfolio is not a deposit of a bank and is not insured by the Federal Deposit Insurance Corporation or any other government agency. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
The principal risks presented by the Portfolio are:
|
Affiliated Portfolio Risk In managing a Portfolio that invests in Underlying Portfolios, the Manager will have the authority to select and substitute the Underlying Portfolios. The Manager may be subject to potential conflicts of interest in allocating the Portfolios assets among the various Underlying Portfolios 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, administering, and with respect to certain Underlying Portfolios, its affiliates are responsible for sub-advising, the Underlying Portfolios. |
EQ Advisors Trust | AXA Moderate Growth Strategy Portfolio | 15 |
AXA Moderate Growth Strategy Portfolio (continued)
|
Credit Risk The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings. |
|
Derivatives Risk A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the Portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions. |
|
Equity Risk In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions. |
|
Foreign Securities Risk Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities. |
|
Index Strategy Risk A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a Portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index. |
|
Interest Rate Risk The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration. |
|
Investment Grade Securities Risk : Debt securities rated BBB by Standard & Poors Ratings Services, Inc. (S&P) or Fitch Ratings, Ltd. (Fitch) or Baa by Moodys Investors Service, Inc. (Moodys) 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 or lower by S&P or Fitch or Ba or lower by Moodys) are speculative in nature and are subject to additional risk factors such as increased possibility of default, illiquidity of the security, and changes in value based on changes in interest rates. Junk bonds are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength. |
|
Risks of Investing in Underlying Portfolios A Portfolio that invests in Underlying Portfolios will indirectly bear fees and expenses charged by the Underlying Portfolios, in addition to the Portfolios direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. In addition, the Portfolios net asset value is subject to fluctuations in the net asset value of each Underlying Portfolio. The Portfolio is also subject to the risks associated with the securities in which the Underlying Portfolios invest. The Portfolio and the Underlying Portfolios are subject to certain general investment risks, including market risk, issuer-specific risk, investment style risk and portfolio management risk. In addition, to the extent a Portfolio invests in Underlying Portfolios that invest in equity securities, fixed income securities and/or foreign securities, the Portfolio is subject to the risks associated with investing in such securities, such as equity risk, market capitalization risk, investment grade securities risk, interest rate risk, credit/default risk, foreign investing and emerging markets securities risk and lower-rated securities risk. The Underlying Portfolios 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 Underlying Portfolio at a time that is unfavorable to the Portfolio. |
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios average annual total returns for the past one-year and since inception periods through December 31, 2011 compare to the returns of a broad-based market index. The additional broad-based market index shows how the Portfolios performance compares with the returns of other asset classes in which the Portfolio may invest. Past performance is not necessarily an indication of future performance.
16 | AXA Moderate Growth Strategy Portfolio | EQ Advisors Trust |
Class IA shares have not commenced operations. Class IA share performance information shown below is the performance of Class IB shares which have the same expenses as the Class IA shares. Class K shares have not commenced operations as of the date of this Prospectus. The performance information shown in the table below for the Class K shares is the performance of the Class IB shares, which reflects the effect of 12b-1 fees paid by Class IB shares. Class K shares do not pay 12b-1 fees.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best Quarter (% and time period) | Worst Quarter (% and time period) | |
7.93% (2010 3rd Quarter) | 6.29% (2010 2nd Quarter) |
Average Annual Total Returns | ||||||||
One Year |
Since
(April 30, 2009) |
|||||||
AXA Moderate Growth Strategy Portfolio Class IA Shares |
% | % | ||||||
AXA Moderate Growth Strategy Portfolio Class IB Shares |
% | % | ||||||
AXA Moderate Growth Strategy Portfolio Class K Shares |
% | % | ||||||
S&P 500 Index |
% | % | ||||||
Barclays Capital U.S. Aggregate Bond Index |
% | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President of FMG LLC | April 2009 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC | May 2011 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of
FMG LLC |
May 2011 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other Portfolios managed by FMG LLC that currently sell their shares to such accounts and plans, and to other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and certain other investors eligible under applicable tax regulations, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
EQ Advisors Trust | AXA Moderate Growth Strategy Portfolio | 17 |
AXA Growth Strategy Portfolio Class IA, IB and K Shares
Investment Objective: Seeks long-term capital appreciation and current income, with a greater emphasis on capital appreciation.
FEES AND EXPENSES OF THE PORTFOLIO
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 fees and expenses associated with variable life insurance contracts and variable annuity certificates and contracts (Contracts), which would increase overall fees and expenses. See the Contract prospectus for a description of those fees and expenses.
Shareholder Fees (fees paid directly from your investment) |
Not applicable. |
Annual Portfolio Operating Expenses
(expenses that you pay each year as a percentage of the value of your investment) |
||||||||||||
AXA Growth Strategy Portfolio |
Class IA
Shares |
Class IB
Shares |
Class K
Shares |
|||||||||
Management Fee |
0.10% | 0.10% | 0.10% | |||||||||
Distribution and/or Service Fees (12b-1 fees) |
0.25% | 0.25% | None | |||||||||
Other Expenses |
% | % | % | |||||||||
Acquired Fund Fees and Expenses (Underlying Portfolios) |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses |
% | % | % | |||||||||
Fee Waivers and/or Expense Reimbursement |
% | % | % | |||||||||
Total Annual Portfolio Operating Expenses After Fee Waiver and/or Expense Reimbursement |
% | % | % |
| Pursuant to a contract, AXA Equitable Funds Management Group, LLC has agreed to make payments or waive its management, administrative and other fees to limit the expenses of the Portfolio through April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement) (Expense Limitation Arrangement) so that the annual operating expenses (including Acquired Fund Fees and Expenses) of the Portfolio (exclusive of taxes, interest, brokerage commissions, capitalized expenses and extraordinary expenses) do not exceed % for Class IA and Class IB shares and % for Class K shares of the Portfolio. The Expense Limitation Arrangement may be terminated by AXA Equitable Funds Management Group, LLC at any time after April 30, 2013. |
Example
This Example is intended to help you compare the cost of investing in the Portfolio with the cost of investing in other portfolios. The Example assumes that you invest $10,000 in the Portfolio for the time periods indicated, and then redeem all of your shares at the end of these periods. The Example also assumes that your investment has a 5% return each year, that the Portfolios operating expenses remain the same, and that the expense limitation arrangement is not renewed. This Example does not reflect any Contract-related fees and expenses including redemption fees (if any) at the Contract level. If such fees and expenses were reflected, the total expenses would be higher. Although your actual costs may be higher or lower, based on these assumptions your costs would be:
1 Year | 3 Years | 5 Years | 10 Years | |||||||||||||
Class IA Shares |
$ | $ | $ | $ | ||||||||||||
Class IB Shares |
$ | $ | $ | $ | ||||||||||||
Class K Shares |
$ | $ | $ | $ |
PORTFOLIO TURNOVER
The Portfolio pays transaction costs, such as commissions, when it buys and sells securities (or turns over its portfolio). A higher portfolio turnover rate may indicate higher transaction costs. These costs, which are not reflected in annual fund operating expenses or in the example, affect the Portfolios performance. During the most recent fiscal year, the Portfolios portfolio turnover rate was 27% of the average value of the Portfolio.
INVESTMENTS, RISKS, AND PERFORMANCE
Principal Investment Strategy: The Portfolio pursues its investment objective by investing in other mutual funds (Underlying Portfolios) managed by AXA Equitable Funds Management Group, LLC (FMG LLC or Manager). 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.
The fixed income asset classes may include investment grade securities and below investment grade securities (also known as high yield or junk bonds) of both U.S. and foreign issuers. Actual allocations among asset classes can deviate from the amounts shown above by up to 15% of the Portfolios assets. The Underlying Portfolios include portfolios that invest a significant portion of their assets in derivatives, including futures and options contracts that may be used for a variety of purposes, including managing the portfolios equity exposure or duration.
The Manager may change the asset allocation targets, and the particular Underlying Portfolios in which the Portfolio invests. The Manager may sell the Portfolios holdings for a variety of reasons, including to invest in an Underlying Portfolio believed to offer superior investment opportunities.
PRINCIPAL INVESTMENT RISKS
An investment in the Portfolio is not a deposit of a bank and is not insured by the Federal Deposit Insurance Corporation or any other government agency. You may lose money by investing in the Portfolio. Performance may be affected by one or more of the following risks.
The principal risks presented by the Portfolio are:
|
Affiliated Portfolio Risk In managing a Portfolio that invests in Underlying Portfolios, the Manager will have the authority to select and substitute the Underlying Portfolios. The Manager may be subject to potential conflicts of interest in allocating the Portfolios |
18 | AXA Growth Strategy Portfolio | EQ Advisors Trust |
assets among the various Underlying Portfolios 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, administering, and with respect to certain Underlying Portfolios, its affiliates are responsible for sub-advising, the Underlying Portfolios. |
|
Credit Risk The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which are often reflected in their credit ratings. |
|
Derivatives Risk A Portfolios investments in derivatives may rise or fall more rapidly than other investments. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. In addition, it may be difficult or impossible for the Portfolio to purchase or sell certain derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio. Derivatives also may be subject to certain other risks such as leveraging risk, interest rate risk, credit risk, the risk that a counterparty may be unable or unwilling to honor its obligations, and the risk of mispricing or improper valuation. Derivatives also may not behave as anticipated by the Portfolio, especially in abnormal market conditions. |
|
Equity Risk In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions. |
|
Foreign Securities Risk Investments in foreign securities, including depositary receipts, involve risks not associated with investing in U.S. securities. Foreign markets may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities. |
|
Index Strategy Risk A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends. Such a Portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index. |
|
Interest Rate Risk The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration. |
|
Investment Grade Securities Risk : Debt securities rated BBB by S&P Ratings Services, Inc. (S&P) or Fitch Ratings, Ltd. (Fitch) or Baa by Moodys Investors Service, Inc. (Moodys) 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 or lower by S&P or Fitch or Ba or lower by Moodys) are speculative in nature and are subject to additional risk factors such as increased possibility of default, illiquidity of the security, and changes in value based on changes in interest rates. Junk bonds are usually issued by companies without long track records of sales and earnings, or by those companies with questionable credit strength. |
|
Risks of Investing in Underlying Portfolios A Portfolio that invests in Underlying Portfolios will indirectly bear fees and expenses charged by the Underlying Portfolios, in addition to the Portfolios direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. In addition, the Portfolios net asset value is subject to fluctuations in the net asset value of each Underlying Portfolio. The Portfolio is also subject to the risks associated with the securities in which the Underlying Portfolios invest. The Portfolio and the Underlying Portfolios are subject to certain general investment risks, including market risk, issuer-specific risk, investment style risk and portfolio management risk. In addition, to the extent a Portfolio invests in Underlying Portfolios that invest in equity securities, fixed income securities and/or foreign securities, the Portfolio is subject to the risks associated with investing in such securities, such as equity risk, market capitalization risk, investment grade securities risk, interest rate risk, credit/default risk, foreign investing and emerging markets securities risk and lower-rated securities risk. The Underlying Portfolios 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 Underlying Portfolio at a time that is unfavorable to the Portfolio. |
Risk/Return Bar Chart and Table
The bar chart and table below provide some indication of the risks of investing in the Portfolio by showing changes in the Portfolios performance from year to year and by showing how the Portfolios
EQ Advisors Trust | AXA Growth Strategy Portfolio | 19 |
AXA Growth Strategy Portfolio (continued)
average annual total returns for the past one-year and since inception periods through December 31, 2011 compare to the returns of a broad-based market index. The additional broad-based market index shows how the Portfolios performance compares with the returns of other asset classes in which the Portfolio may invest. Past performance is not necessarily an indication of future performance.
For periods prior to the date Class IA shares commenced operations (September 11, 2009), Class IA share performance information shown below is the performance of Class IB shares which have the same expenses as the Class IA shares. Class K shares have not commenced operations as of the date of this Prospectus. The performance information shown in the table below for the Class K shares is the performance of the Class IA shares, which would have annual returns identical to those of the Class K Shares because the Class IA shares are invested in the same portfolio of securities and prior to January 1, 2012 had the same expenses as the Class K shares.
The performance results do not reflect any Contract-related fees and expenses, which would reduce the performance results.
Calendar Year Annual Total Return Class IB |
Best quarter (% and time period) | Worst quarter (% and time period) | |
8.96% (2010 3rd Quarter) | 7.92% (2010 2nd Quarter) |
Average Annual Total Returns | ||||||||
One Year |
Since
Inception (April 30, 2009) |
|||||||
AXA Growth Strategy Portfolio
|
% | % | ||||||
AXA Growth Strategy Portfolio
|
% | % | ||||||
AXA Growth Strategy Portfolio
|
% | % | ||||||
S&P 500 Index |
% | % | ||||||
Barclays Capital U.S. Aggregate Bond Index |
% | % |
WHO MANAGES THE PORTFOLIO
Investment Manager: FMG LLC
Portfolio Managers:
Name | Title |
Date Began
Managing the Portfolio |
||
Kenneth T. Kozlowski, CFP ® , CLU, ChFC |
Senior Vice President of FMG LLC | April 2009 | ||
Alwi Chan, CFA ® |
Vice President of FMG LLC |
May 2011 | ||
Xavier Poutas, CFA ® |
Assistant Portfolio Manager of FMG LLC | May 2011 |
PURCHASE AND REDEMPTION OF PORTFOLIO SHARES
The Portfolios shares are currently sold only to insurance company separate accounts in connection with 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. Shares also may be sold to other tax-qualified retirement plans, to other Portfolios managed by FMG LLC that currently sell their shares to such accounts and plans and other investors eligible under applicable tax regulations. Class K shares of the Portfolio are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and certain group annuity and retirement plans.
The Portfolio does not have minimum initial or subsequent investment requirements. Shares of the Portfolio are redeemable on any business day upon receipt of a request. All redemption requests will be processed and payment with respect thereto will normally be made within seven days after tender. Please refer to your Contract prospectus for more information on purchasing and redeeming Portfolio shares.
TAX INFORMATION
Because the Portfolio currently only sells its shares to insurance company separate accounts, qualified plans and certain other investors eligible under applicable tax regulations, distributions the Portfolio makes of its net investment income and net realized gains most or all of which it intends to distribute annually and redemptions or exchanges of Portfolio shares generally will not be taxable to its shareholders (or to the holders of underlying Contracts or plan participants or beneficiaries). See the prospectus for your Contract for further tax information.
PAYMENTS TO BROKER-DEALERS AND OTHER FINANCIAL INTERMEDIARIES
This Portfolio is not sold directly to the general public but instead is offered as an underlying investment option for Contracts, retirement plans and other eligible investors. The Portfolio and its related companies may make payments to a sponsoring insurance company (or its affiliates) or other financial intermediary for distribution and/or other services. These payments may create a conflict of interest by influencing the insurance company or other financial intermediary and your financial adviser to recommend the Portfolio over another investment or by influencing an insurance company to include the Portfolio as an underlying investment option in the Contract. The prospectus (or other offering document) for your Contract may contain additional information about these payments.
20 | AXA Growth Strategy Portfolio | EQ Advisors Trust |
The AXA Strategic Allocation Series 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 AXA Strategic Allocation Series Portfolios based on their risk tolerance, investment time horizons and personal investment goals.
There are six AXA Strategic Allocation Series Portfolios AXA Ultra Conservative Strategy Portfolio, AXA Conservative Strategy Portfolio, AXA Conservative Growth Strategy Portfolio, AXA Balanced Strategy Portfolio, and AXA Moderate Growth Strategy Portfolio. Each AXA Strategic Allocation Series Portfolio pursues its investment objective by investing in the Underlying Portfolios, which are managed by the Manager. The chart below illustrates each AXA Strategic Allocation Series Portfolio according to its emphasis on income and anticipated growth of capital:
AXA Strategic Allocation Series Portfolios | Income | Growth of Capital | ||
AXA Ultra Conservative Strategy Portfolio |
High | Low | ||
AXA Conservative Strategy Portfolio |
High | Low | ||
AXA Conservative Growth Strategy Portfolio |
Medium to High | Low to Medium | ||
AXA Balanced Strategy Portfolio |
Medium | Medium to High | ||
AXA Moderate Growth Strategy Portfolio |
Low | Medium to High | ||
AXA Growth Strategy Portfolio |
Low | High |
The Manager, under the oversight of the Board of Trustees (the Board), has established an asset allocation target for each AXA Strategic Allocation Series Portfolio. This target is the approximate percentage of each Portfolios 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 in which the Portfolios invest. These asset allocation targets may be changed without shareholder approval.
The Manager establishes the asset allocation targets for each asset class and identifies the specific Underlying Portfolios in which to invest using its proprietary investment process, based on fundamental research regarding the investment characteristics of the asset classes and the Underlying Portfolios, as well as its outlook for the economy and financial markets. The Manager may change the asset allocation targets and may add new Underlying Portfolios or replace or eliminate existing Underlying Portfolios. The Manager may sell a Portfolios holdings in an Underlying Portfolio in order to invest in another Underlying Portfolio believed to offer superior investment opportunities. The Manager does not intend to engage in active and frequent trading on behalf of the AXA Strategic Allocation Series Portfolios. The following chart describes the current asset allocation targets among the asset classes for each AXA Strategic Allocation Series Portfolio.
Asset Class* |
AXA Ultra
Conservative Strategy |
AXA
Conservative Strategy |
AXA
Conservative Growth Strategy |
AXA
Balanced Strategy |
AXA
Moderate Growth Strategy |
AXA
Growth Strategy |
||||||||||||||||||
Percentage of Equities |
10% | 20% | 40% | 50% | 60% | 70% | ||||||||||||||||||
Percentage of Fixed Income* |
90% | 80% | 60% | 50% | 40% | 30% |
* | The target allocations 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 with respect to each Portfolio. Each AXA Strategic Allocation Series Portfolio also may deviate temporarily from its asset allocation targets for defensive purposes. In addition, each AXA Strategic Allocation Series Portfolio may deviate from its asset allocation targets as a result of appreciation or depreciation of the holdings of the Underlying Portfolios in which it invests. The AXA Strategic Allocation Series Portfolios have adopted certain policies to reduce the likelihood of such an occurrence. First, the Manager will rebalance each AXA Strategic Allocation Series Portfolios holdings periodically to bring the Portfolios asset allocation back into alignment with its asset allocation target. Second, the Manager will not allocate any new investment dollars to any Underlying Portfolio that holds securities of a particular asset class whose maximum percentage has been exceeded. Third, the Manager will allocate new investment dollars on a priority basis to Underlying Portfolios that hold securities of a particular asset class whose minimum percentage has not been achieved.
In an attempt to reduce volatility and produce more favorable risk-adjusted returns over time, an AXA Strategic Allocation Series Portfolio may invest in Underlying Portfolios as deemed appropriate by the Manager that combine a passive investment index style with an actively managed futures and options strategy that is used to tactically manage exposure to securities in a particular index or indexes based on the level of volatility in the market as applicable. This strategy may not fully protect a Portfolio against declines in the value of its portfolio, and the Portfolio could experience a loss or could underperform its benchmark during certain periods as a result of its investment in these Underlying Portfolios.
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The AXA Strategic Allocation Series Portfolios also may, from time to time, hold cash or cash equivalents (instead of being allocated to an Underlying Portfolio) as deemed appropriate by the Manager and for temporary defensive purposes to respond to adverse market, economic or political conditions. During such times, the Manager may reduce the equity allocation of an AXA Strategic Allocation Series Portfolio to zero. Should an AXA Strategic Allocation Series Portfolio take this action, it may not achieve its investment objective. The AXA Strategic Allocation Series Portfolios also may hold U.S. government securities and money market instruments directly for investment or other appropriate purposes.
In order to give you a better understanding of the types of Underlying Portfolios in which the AXA Strategic Allocation Series Portfolios currently may invest, the table below lists the Underlying Portfolios, divided by asset class, based on each Underlying Portfolios primary securities holdings. Each of the Underlying Portfolios is advised by FMG LLC and may be sub-advised by one or more sub-advisers, which may include affiliates of FMG LLC. FMG LLCs 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 an AXA Strategic Allocation Series Portfolio, you will also indirectly bear the fees of the Underlying Portfolios, which include management and administration fees paid to FMG LLC, and in certain instances, advisory fees paid by FMG LLC to its affiliates. The AXA Strategic Allocation Series Portfolios will purchase Class K shares of the Underlying Portfolios, which are not subject to distribution or service (Rule 12b-1) fees. The Underlying Portfolios in which the AXA Strategic Allocation Series Portfolios may invest may be changed from time to time without notice or shareholder approval.
Equities
ATM International Portfolio ATM Large Cap Portfolio ATM Mid Cap Portfolio ATM Small Cap Portfolio AXA Tactical Manager 400 Portfolio AXA Tactical Manager 500 Portfolio AXA Tactical Manager 2000 Portfolio AXA Tactical Manager International Portfolio EQ/Common Stock Index Portfolio EQ/Equity 500 Index Portfolio EQ/Equity Growth PLUS EQ/International Core PLUS Portfolio EQ/International ETF Portfolio EQ/International Equity Index Portfolio EQ/International Value PLUS Portfolio EQ/Large Cap Core 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 EQ/Mid Cap Index Portfolio EQ/Mid Cap Value PLUS Portfolio EQ/Small Company Index |
Fixed Income
EQ/AllianceBernstein Short-Term Bond Portfolio EQ/AllianceBernstein Short-Term Government Bond Portfolio EQ/Core Bond Index Portfolio EQ/Global Bond PLUS Portfolio EQ/Intermediate Government Bond Index 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 AXA Strategic Allocation Series Portfolios bears both the expenses of the particular AXA Strategic Allocation Series 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 an AXA Strategic Allocation Series Portfolio instead of in the AXA Strategic Allocation Series Portfolio itself. However, not all of the Underlying Portfolios of an AXA Strategic Allocation Series 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 services provided by FMG LLC.
22 | The Portfolios at a Glance | EQ Advisors Trust |
More About Investment Strategies
Changes in Investment Objectives and Principal Investment Strategies
As described in this Prospectus, each Portfolio has its own investment objective(s), policies and strategies. There is no assurance that a Portfolio will achieve its investment objective. The investment objective of each Portfolio may be changed without shareholder approval. All investment policies and strategies that are not specifically designated as fundamental may be changed without shareholder approval.
The following provides additional information regarding the principal investment strategies of the Portfolios as discussed in Goals, Strategies & Risks Principal Investment Strategy and provides information regarding additional investment strategies that the Portfolios may employ. Each strategy may apply to all of the Portfolios. The Portfolios also may make other types of investments to the extent permitted by applicable law. For further information about investment strategies, please see the Portfolios Statement of Additional Information (SAI).
Cash and Short-Term Investments. Each Portfolio may hold cash or invest in short-term paper and other short-term investments (instead of being allocated to an Underlying Portfolio) as deemed appropriate by the Manager. Short-term paper generally includes any note, draft bill of exchange or bankers acceptance payable on demand or having a maturity at the time of issuance that does not exceed nine months or any renewal thereof payable on demand or having a maturity that is likewise limited.
Each Portfolio also may invest its uninvested cash in high-quality, short-term debt securities, including repurchase agreements and high-quality money market instruments, and also may invest uninvested cash in money market funds, including money market funds managed by the Manager. To the extent a Portfolio invests in a money market fund, it generally is not subject to the limits placed on investments in other investment companies by the 1940 Act.
Portfolio Turnover. The Portfolios do not restrict the frequency of trading to limit expenses. The Portfolios may engage in active and frequent trading of portfolio securities to achieve their investment objectives. Frequent trading can result in a portfolio turnover in excess of 100% (high portfolio turnover).
S ecurities of Other Investment Companies. Each Portfolio invests in Underlying Portfolios managed by the Manager and sub-advised by one or more sub-advisers, which may include affiliates of the Manager. The AXA Ultra Conservative Strategy Portfolio also may invest in exchange-traded funds (ETFs) to the extent permitted by law. In addition, each Portfolio has an asset allocation target that is an approximate percentage of the Portfolios assets allocated between equity and fixed income securities as represented by the individual holdings of the Underlying Portfolios. Generally, a Portfolios investments in other investment companies are subject to statutory limitations in the Investment Company Act of 1940, as amended (1940 Act), including in certain circumstances a prohibition against acquiring shares of another investment company if, immediately after such acquisition, the Portfolio and its affiliated persons (i) would hold more than 3% of such other investment companys total outstanding voting 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. However, there are statutory and regulatory exemptions from these restrictions under the 1940 Act on which the Portfolios rely to invest in other investment companies in excess of these limits, subject to certain conditions. In addition, many ETFs have obtained exemptive relief from the Securities and Exchange Commission to permit unaffiliated funds (such as the AXA Ultra Conservative Portfolio) to invest in their shares beyond the statutory limits, subject to certain conditions and pursuant to contractual arrangements between the ETFs and the investing funds. The AXA Ultra Conservative Portfolio may rely on these exemptive orders in investing in ETFs. A Portfolio that invests in other investment companies may indirectly bear the fees and expenses of that investment company.
Temporary Defensive Investments. 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 a Portfolio is invested in these instruments, the Portfolio will not be pursuing its principal investment strategies and may not achieve its investment goal. In addition, each Portfolio may deviate from its asset allocation targets and target investment percentages for defensive purposes.
U.S. Government Securities. Each Portfolio may invest in U.S. government securities, which include direct obligations of the U.S. Treasury (such as Treasury bills, notes or bonds) and obligations issued or guaranteed as to principal and interest (but not as to market value) by the U.S. government, its agencies or its instrumentalities. U.S. government securities include mortgage-backed securities issued or guaranteed by government agencies or government-sponsored enterprises. Other U.S. government securities may be backed by the full faith and credit of the U.S. government or supported primarily or solely by the creditworthiness of the government-related issuer or, in the case of mortgage-backed securities, by pools of assets. On August 5, 2011, S&P lowered its long-term sovereign credit rating on the U.S. to AA+ from AAA. In reaching its decision, S&P cited the delay by the U.S. government in raising the U.S. debt ceiling and the related fiscal policy debate. The downgrade of the U.S. long-term sovereign credit rating by S&P has raised concerns about the potential impact of the downgrade and further credit rating downgrades. While the ramifications of the downgrade on U.S. government securities are uncertain, it could adversely affect the liquidity of U.S. government securities held by a Portfolio. In addition, the downgrade could lead to increased interest rates and volatility in the short-term.
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 Portfolios shares may be affected by the Portfolios investment objective(s), principal investment strategies and particular risk factors. Consequently, each Portfolio may be subject to different risks. Some of the risks of investing in the Portfolios are discussed below, including the principal risks of the Portfolios as discussed in Goals, Strategies & Risks
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Principal Investment Risks. However, other factors may also affect each Portfolios investment results. There is no guarantee that a Portfolio will achieve its investment objective(s) or that it will not lose value.
Each Portfolio follows a distinct set of investment strategies. To the extent a Portfolio invests in Underlying Portfolios that invest in equity securities, the performance of the Portfolio will be subject to the risks of investing in equity securities. To the extent a Portfolio invests in Underlying Portfolios that invest in fixed income securities, the performance of the Portfolio will be subject to the risks of investing in fixed income securities, which may include high yield securities. To the extent a Portfolio invests in an Underlying Portfolio that invests in foreign securities, the performance of the Portfolio will be subject to the risks of investing in foreign securities.
The Underlying Portfolios have principal investment strategies that come with inherent risks. Certain Underlying Portfolios may emphasize different market sectors, such as foreign securities, small cap equities and high yield fixed income securities. More information about the Underlying Portfolios is available in the Underlying Portfolios prospectuses.
General Risks of AXA Strategic Allocation Series Portfolios and the Underlying Portfolios
Each of the Portfolios and the Underlying Portfolios may be subject to certain general investment risks, as discussed below:
Adviser Selection Risk. The risk that the Managers process for selecting or replacing a sub-adviser (Adviser) and its decision to select or replace an Adviser does not produce the intended results.
Affiliated Portfolio Risk. In managing a Portfolio that invests in Underlying Portfolios, the Manager will have the authority to select and substitute the Underlying Portfolios. The Manager may be subject to potential conflicts of interest in allocating the Portfolios 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, administering and with respect to certain Underlying Portfolios, its affiliates are responsible for sub-advising, the Underlying Portfolios. Portfolios investing in Underlying Portfolios may from time to time own or control a significant percentage of an Underlying Portfolios shares. Accordingly, the Underlying Portfolios are subject to the potential for large-scale inflows and outflows from the Underlying Portfolio as a result of purchases and redemptions by a Portfolio advised by the Manager that invests in that Underlying Portfolio. These inflows and outflows may be frequent and could increase the Underlying Portfolios expense ratio and transaction costs and negatively affect the Underlying Portfolios performance and ability to meet shareholder redemption requests. These inflows and outflows may limit the ability of an Underlying Portfolio to pay redemption proceeds within the time period stated in its prospectus because of unusual market conditions, an unusually high volume of redemption requests, or other reasons, and could cause an Underlying Portfolio to purchase or sell securities when it would not normally do so, which would be particularly disadvantageous for an Underlying Portfolio if it needs to sell securities at a time of volatility in the markets, when values could be falling. Redemptions by these Portfolios of their shares of the Underlying Portfolio may further increase the risks described above with respect to the Underlying Portfolio and may impact the Underlying Portfolios net asset value. Consistent with its fiduciary duties, the Manager seeks to implement each Portfolios and each Underlying Portfolios investment program in a manner that is consistent with its investment objective, policies and strategies.
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 outperformance and underperformance in comparison to the general securities markets.
Derivatives Risk. A derivative instrument is an investment contract the value of which is linked to (or is derived from), in whole or in part, the value of an underlying asset, reference, rate or index (e.g., stocks, bonds, commodities, currencies, interest rates and market indexes). Derivatives include options, swaps, futures, options on futures, forward contracts and structured securities. Investing in derivatives involves investment techniques and risks different from those associated with ordinary mutual fund securities transactions and may involve increased transaction costs. The successful use of derivatives will usually depend on the Managers or an Advisers ability to accurately forecast movements in the market relating to the underlying reference asset, rate or index. If the Manager or an Adviser does not predict correctly the direction of securities prices, interest rates and other economic factors, a Portfolios derivatives position could lose value. A Portfolios investment in derivatives may rise or fall more rapidly than other investments and may reduce the Portfolios returns. Changes in the value of the derivative may not correlate perfectly with the underlying asset, rate or index, and a Portfolio could lose more than the principal amount invested. Derivatives also may be subject to a number of risks such as leverage risk, liquidity risk, interest rate risk, market risk, counterparty risk, credit risk and also involve the risk of mispricing or improper valuation. The use of derivatives may increase the volatility of a Portfolios net asset value. Derivatives may be leveraged such that a small investment in derivative securities can have a significant impact on a Portfolios exposure to stock market values, interest rates, currency exchange rates or other investments. As a result, a relatively small price movement in a derivatives contract may cause an immediate and substantial loss or gain. It may be difficult or impossible for a Portfolio to purchase or sell certain
24 | More About Investment Strategies, Risks & Benchmarks | EQ Advisors Trust |
derivatives in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the Portfolio. In addition, the possible lack of a liquid secondary market for certain 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 such derivatives more difficult for the Portfolio to value accurately. Some derivatives are more sensitive to market price fluctuations and to interest rate changes than other investments. A Portfolio also could suffer losses related to its derivatives positions as a result of undervalued market movements, which losses are potentially unlimited. A Portfolio also may be exposed to losses if the counterparty in the transaction does not fulfill its contractual obligation. In addition, over-the-counter derivatives often do not have liquidity beyond the counterparty to the transaction, and because they are not traded on exchanges, they do not offer the protections provided by exchanges in the event that the counterparty is unable to fulfill its contractual obligation. Over-the-counter derivatives therefore involve greater counterparty and credit risk and may be more difficult to value than exchange-traded derivatives. When a derivative is used as a hedge against a position that a Portfolio holds, any loss generated by the derivative generally should be substantially offset by gains on the hedged instrument, and vice versa. While hedging can reduce or eliminate losses, it also can reduce or eliminate gains. Hedges are sometimes subject to imperfect matching between the derivative and the hedged investment, and there can be no assurance that a Portfolios hedging transactions will be effective.
There have been numerous recent legislative initiatives to implement a new regulatory framework for the derivatives markets. Various rules have been proposed, but the impact and extent of the proposed rules is not certain and it is not known when such rules may be adopted. New rules may limit the availability of certain derivatives, may make the use of derivatives by portfolios more costly, and may otherwise adversely impact the performance and value of derivatives.
Exchange Traded Funds Risk. When a Portfolio invests in exchange-traded funds (ETFs), it will indirectly bear fees and expenses charged by the ETFs, in addition to the advisory and other fees paid directly by the Portfolio. 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 invests in an ETF, it is subject to the risks associated with the underlying securities in which that ETF invests. ETFs also 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. Most ETFs are not actively managed. An ETF generally invests in the securities included in, or representative of, its underlying index regardless of their investment merit or market trends. It is possible for such 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, such 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 ETFs securities and those in the index it seeks to track, rounding of prices, changes to the indices and regulatory policies may cause an ETFs 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 ETF manager 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, certain foreign exchanges and in over-the-counter markets, there can be no assurance that an active trading market for such shares will develop or be maintained, in which case the liquidity and value of a Portfolios investment in the ETFs could be substantially and adversely affected. In addition, because ETFs are traded on these exchanges and in these markets, the purchase and sale of their shares involve transaction fees and commissions. 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.
Index Strategy Risk. A Portfolio that employs an index strategy generally invests in the securities included in the relevant index or a representative sample of such securities regardless of market trends to track the performance of an unmanaged index of securities, whereas actively managed portfolios typically seek to outperform a benchmark index. Such a portfolio generally will not modify its index strategy to respond to changes in the economy, which means that it may be particularly susceptible to a general decline in the market segment relating to the relevant index. In addition, although the index strategy attempts to closely track its benchmark index, the Portfolio may not invest in all of the securities in the index. Also, the Portfolios fees and expenses will reduce the Portfolios returns, unlike those of the benchmark index. Cash flow into and out of the Portfolio, portfolio transaction costs, changes in the securities that comprise the index, and the Portfolios valuation procedures also may affect the Portfolios performance. Therefore, there can be no assurance that the performance of the index strategy will match that of the benchmark index.
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Investment Style Risk. An Adviser may use a particular style or set of styles, for example, growth, value, momentum or quantitative investing styles, to select investments. Those 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 Portfolios share price.
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. An Adviser using this approach generally seeks 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 an Adviser also prefers 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 Adviser, 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. Growth stocks also may increase the volatility of the Portfolios share price.
Value investing attempts to identify strong companies selling at a discount from their perceived true worth. An Adviser using this approach generally selects stocks at prices that, in its view, are temporarily low relative to the companys earnings, assets, cash flow and dividends. Value investing is subject to the risk that a stocks intrinsic value may never be fully recognized or realized by the market, or its price 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-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.
Leveraging Risk. When a Portfolio leverages its holdings, the value of an investment in that Portfolio will be more volatile and all other risks will tend to be compounded. For example, a Portfolio may take on leveraging risk when it engages in derivatives transactions, invests in collateral from securities loans or borrows money. Leveraged holdings generally require corresponding holdings of cash and cash equivalents, which may impair a Portfolios ability to pursue its objectives.
Liquidity Risk. The risk that certain investments may be difficult or impossible for a Portfolio to purchase or sell at an advantageous time or price or in sufficient amounts to achieve the desired level of exposure, which may result in a loss or may be costly to the 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. A Portfolio may have multiple Advisers, each of which is responsible for investing a specific allocated portion of the Portfolios 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. In addition, while the Manager seeks to allocate a Portfolios assets among the Portfolios Advisers in a manner that it believes is consistent with achieving the Portfolios investment objective, the Manager may be subject to potential conflicts of interest in allocating the Portfolios assets among Advisers because the Manager pays different fees to the Advisers and due to other factors that could impact the Managers revenues and profits.
Portfolio Management Risk. The risk that strategies used by the Manager or the Advisers and their securities selections fail to produce the intended results. In addition, the Manager may be subject to potential conflicts of interest in connection with providing advice to a Portfolio with respect to the allocation of assets between passively and actively managed portions of a Portfolio and the development and implementation of the models used to manage a Portfolio to the extent that such advice may impact its obligations with respect to any death benefit, income benefit or other guarantees that it and its affiliates may provide through Contracts that offer the Portfolio as an investment option. Consistent with its fiduciary duties, the Manager seeks to implement each Portfolios investment program in a manner that is in the best interests of the Portfolio and that is consistent with the Portfolios investment objective, policies and strategies described in detail in this Prospectus.
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Portfolio Turnover Risk. High portfolio turnover (generally, turnover in excess of 100% in any given fiscal year) may result in increased transaction costs to a Portfolio, which may result in higher fund expenses and lower total return.
Recent Market Conditions. The financial crisis in the U.S. and global economies over the past several years has resulted, and may continue to result, in an unusually high degree of volatility in the financial markets, both domestic and foreign, and in the net asset values of many mutual funds, including the Portfolio. In addition, global economies and financial markets are becoming increasingly interconnected, which increases the possibilities that conditions in one country might adversely impact issuers in a different country. Because the situation is widespread and largely unprecedented, it may be unusually difficult to identify both risks and opportunities using past models of the interplay of market forces, or to predict the duration of these market conditions. The severity or duration of these conditions also may be affected by policy changes made by governments or quasi-governmental organizations. These conditions could negatively impact the value of the Portfolios investments.
The situation in the financial markets has resulted in calls for increased regulation. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank Act) has initiated a revision of the U.S. financial regulatory framework and covers a broad range of topics, including (among many others) a reorganization of federal financial regulators; new rules for derivatives trading; and the registration and additional regulation of hedge and private equity fund managers. The regulators that have been charged with the responsibility for implementing the Dodd-Frank Act (e.g., the SEC and the CFTC) are reviewing generally and have proposed regulations or guidelines on the use of derivatives by market participants, including mutual funds. It is not clear whether final guidelines for such use will be published, or when these rules will become final. Instruments in which the Portfolio may invest, or the issuers of such instruments, may be negatively affected by the new legislation and regulation in ways that are unforeseeable. Most of the implementing regulations have not yet been finalized. Accordingly, the ultimate impact of the Dodd-Frank Act is not yet certain.
The U.S. federal government and certain foreign central banks have taken a variety of unprecedented actions to stimulate the economy and calm the financial markets. The ultimate effect of these efforts is not yet known. In the future, the U.S. federal government or other governments may take actions that affect the regulation of the instruments in which the Portfolio invests, the markets in which they trade, or the issuers of such instruments, in ways that are unforeseen. Changes in government policies may exacerbate the markets difficulties and withdrawal of this support, or other policy changes by governments or central banks, could negatively affect the value and liquidity of the Portfolios investments and cause it to lose money.
Repurchase Agreements Risk. A Portfolio may enter into repurchase agreements under which it purchases a security that a seller has agreed to repurchase from the Portfolio at a later date at the same price plus interest. If a seller defaults and the security declines in value, the Portfolio might incur a loss. If the seller declares bankruptcy, the Portfolio may not be able to sell the security at the desired time.
Risks of Investing in Underlying Portfolios. A Portfolio that invests in Underlying Portfolios will indirectly bear fees and expenses charged by those Underlying Portfolios, in addition to the Portfolios direct fees and expenses. The cost of investing in the Portfolio, therefore, may be higher than the cost of investing in a mutual fund that invests directly in individual stocks and bonds. In addition, the Portfolios net asset value is subject to fluctuations in the net asset value of each Underlying Portfolio. The Portfolio is also subject to the risks associated with the securities in which the Underlying Portfolios invest, and the ability of the Portfolio to meet its investment objective will depend, to a significant degree, on the ability of the underlying Portfolios to meet their objectives. The Portfolio and the Underlying Portfolios are subject to certain general investment risks, including market risk, issuer-specific risk, investment style risk and portfolio management risk In addition, to the extent a Portfolio invests in Underlying Portfolios that invest in equity securities, fixed income securities and/or foreign securities, the Portfolio is subject to the risks associated with investing in such securities. The Underlying Portfolios 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 Underlying Portfolio at a time that is unfavorable to the Portfolio.
Securities Selection Risk. The securities selected for a Portfolio may not perform as well as other securities that were not selected for a Portfolio. As a result, a Portfolio may underperform other funds with the same objective or in the same asset class.
Short Position Risk. A Portfolio may engage in short sales and may enter into derivative contracts that have a similar economic effect (e.g., taking a short position in a futures contract). A Portfolio will incur a loss as a result of a short position if the price of the asset sold short increases in value between the date of the short position sale and the date on which an offsetting position is purchased. Short positions may be considered speculative transactions and involve special risks that could cause or increase losses or reduce gains, including greater reliance on the investment advisers ability to accurately anticipate the future value of a security or instrument, potentially higher transaction costs, and imperfect correlation between the actual and desired level of exposure. Because a Portfolios potential loss on a short position
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arises from increases in the value of the asset sold short, the extent of such loss, like the price of the asset sold short, is theoretically unlimited. A Portfolios long positions could decline in value at the same time that the value of the short positions increase, thereby increasing the Portfolios overall potential for loss. Market factors may prevent a Portfolio from closing out a short position at the most desirable time
Risks of Equity Investments
Each Portfolio may invest a portion of its assets in Underlying Portfolios that emphasize investments in equity securities. Therefore, as an investor in a Portfolio, the return on your investment will be based, to some extent, on the risks and rewards of equity securities. As a general matter, the AXA Growth Strategy Portfolio, AXA Moderate Growth Strategy Portfolio and AXA Balanced Strategy Portfolio will be subject to the risks of investing in equity securities to a greater extent than the AXA Conservative Strategy Portfolio, AXA Conservative Growth Strategy Portfolio and AXA Ultra Conservative Strategy Portfolio. The risks of investing in equity securities include:
Convertible Securities Risk. 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 securitys governing instrument, which may be different than the current market price of the security. 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 a Portfolio in convertible debt securities may not be subject to any ratings restrictions, although in such cases the Portfolios Adviser will consider such ratings, and any changes in such ratings, in its determination of whether the Portfolio should invest and/or continue to hold the securities. Convertible securities are subject to interest rate risk and credit risk and are often lower-quality securities.
Equity Risk. In general, stocks and other equity security values fluctuate, and sometimes widely fluctuate, in response to changes in a companys financial condition as well as general market, economic and political conditions.
Focused Portfolio Risk. A Portfolio that employs a strategy of investing in the securities of a limited number of companies, some of which may be in the same industry, including a Portfolio that is classified as non-diversified, 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 Portfolios net asset value. Further, such a Portfolio may be more sensitive to events affecting a single industry. The use of a focused investment strategy may increase the volatility of the Portfolios investment performance, as the Portfolio may be more susceptible to risks associated with a single economic, political or regulatory event than a more broadly invested Portfolio.
Initial Public Offering (IPO) Risk. Securities issued in IPOs have no trading history, and information about the companies may be available for very limited periods. In addition, the prices of securities sold in IPOs may be highly volatile. At any particular time or from time to time, a Portfolio may not be able to invest in securities issued in IPOs, or invest to the extent desired, because, for example, only a small portion (if any) of the securities being offered in an IPO may be made available to the Portfolio. In addition, under certain market conditions, a relatively small number of companies may issue securities in IPOs. Similarly, as the number of Portfolios to which IPO securities are allocated increases, the number of securities issued to any one Portfolio may decrease. 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 a Portfolios assets grow it will continue to experience substantially similar performance by investing in IPOs.
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.
Mid-Cap and Small-Cap Company Risk. A Portfolios investments in mid- and small-cap companies may involve greater risks than investments in larger, more established issuers because they generally are more vulnerable than larger companies to adverse business or economic developments. Such companies generally have narrower product lines, more limited financial resources and more limited markets for their stock as compared with larger companies. Their securities may be less well-known and trade less frequently and in limited volume compared with the securities of larger, more established companies. As a result, the value of such securities may be more volatile than the securities of larger companies, and the portfolio may experience difficulty in purchasing or selling such securities at the desired time and price or in the desired amount. Mid- and small-cap companies also are typically subject to greater changes in earnings and business prospects than larger companies. Consequently, the prices of mid- and small-cap company stocks tend to rise and fall in value more frequently than the stocks of larger companies. Although investing in mid- and small-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.
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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 secured by interests in real estate (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 and net realized gains.
Risks of Fixed Income Investments
Each Portfolio may invest a portion of its assets in Underlying Portfolios that invest primarily in debt securities. Therefore, as an investor in a 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), mortgage-backed and 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 Portfolios investment strategies. In addition to bonds, debt securities also include money market instruments.
As a general matter, the AXA Ultra Conservative Strategy Portfolio, AXA Conservative Strategy Portfolio, AXA Conservative Growth Strategy Portfolio and AXA Balanced Strategy Portfolio will be subject to the risks of investing in fixed income securities to a greater extent than the AXA Growth Strategy Portfolio and AXA Moderate Growth Strategy Portfolio. The risks of investing in fixed income securities include:
Convertible Securities. 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 securitys governing instrument, which may be different than the current market price of the security. 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 a Portfolio in convertible debt securities may not be subject to any ratings restrictions, although in such cases the Portfolios Adviser will consider such ratings, and any changes in such ratings, in its determination of whether the Portfolio should invest in and/or continue to hold the securities. Convertible securities are subject to interest rate risk and credit risk and are often lower-quality securities.
Credit Risk. The risk that the issuer or the guarantor of a fixed income security, or the counterparty to a derivatives contract, repurchase agreement, loan of portfolio securities or other transaction, is unable or unwilling, or is perceived (whether by market participants, ratings agencies, pricing services or otherwise) as unable or unwilling, to make timely principal and/or interest payments, or otherwise honor its obligations. Securities are subject to varying degrees of credit risk, which may be reflected in their credit ratings. Securities rated below investment grade (e.g., junk bonds) may include a substantial risk of default. U.S. government securities held by a Portfolio are supported by varying degrees of credit, and their value may fluctuate in response to political, market or economic developments. U.S. government securities, especially those that are not backed by the full faith and credit of the U.S. Treasury, such as securities supported only by the credit of the issuing governmental agency or government-sponsored enterprise, carry at least some risk of nonpayment, and the maximum potential liability of the issuers of such securities may greatly exceed their current resources. There is no assurance that the U.S. government would provide financial support to the issuing entity if not obligated to do so by law. Further, any government guarantees on U.S. government securities that a Portfolio owns do not extend to shares of the Portfolio themselves.
Interest Rate Risk. The risk that fixed income securities will decline in value because of changes in interest rates. When interest rates decline, the value of a Portfolios debt securities generally rises. Conversely, when interest rates rise, the value of a Portfolios debt securities generally declines. A Portfolio with a longer average duration will be more sensitive to changes in interest rates than a fund with a shorter average duration.
Investment Grade Securities Risk. Debt securities generally are rated by national bond ratings agencies. Securities rated BBB by S&P or Fitch or Baa by Moodys 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 or lower by S&P or Fitch or Ba or lower by Moodys) are speculative in nature, involve greater risk
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of default by the issuing entity and may be subject to greater market fluctuations than higher rated fixed income securities. Junk bonds 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 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 Portfolios 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 bonds value will decrease in a rising interest rate market, as will the value of the Portfolios 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 Portfolios rate of return.
Loan Participation and Assignments Risk. A Portfolios investments in loan participations and assignments are subject to the risk that the financial institution acting as agent for the interests in a loan might fail financially. It is also possible that the 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 a money market portfolios investments, increases in interest rates and deteriorations in the credit quality of the instruments the portfolio has purchased may reduce the portfolios yield and can cause the price of a money market security to decrease. In addition, a money market portfolio is subject to the risk that the value of an investment may be eroded over time by inflation.
Mortgage-Backed and Asset-Backed Securities Risk. The risk that the principal on mortgage- and asset-backed securities held by a Portfolio may be prepaid, which generally will reduce the yield and market value of these securities. 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 may increase the risk of default by borrowers and tend to extend the duration of these securities, making them more sensitive to changes in interest rates. As a result, in a period of rising interest rates, a Portfolio that holds these types of securities may experience additional volatility and losses. This is known as extension risk. Moreover, declines in the credit quality of the issuers of mortgage- and asset-backed securities or instability in the markets for such securities may affect the value and liquidity of such securities, which could result in losses to the Portfolio. If a Portfolio purchases mortgage- or asset-backed securities that are subordinated to other interests in the same pool, the Portfolio as a holder of those securities may only receive payments after the pools 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 pools 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- and asset-backed securities may include securities backed by pools of 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 loan. As a result, the loans in the pool are likely to experience rates of delinquency, foreclosure, and bankruptcy that are higher, and that may be substantially higher, than those experienced by loans underwritten in a more traditional manner. In addition, changes in the values of the assets underlying the loans (if any), as well as changes in interest rates, may have a greater effect on the delinquency, foreclosure, bankruptcy, and loss experience of the loans in the pool than on loans originated in a more traditional manner. Moreover, instability in the markets for mortgage- 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- 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.
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Risks of Foreign Securities Investments
Each AXA Strategic Allocation Series Portfolio may invest a varying portion of its assets in Underlying Portfolios that invest primarily in foreign securities. Therefore, as an investor in an AXA Strategic Allocation Series 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. Investments in foreign securities, including depositary receipts, involve risks not associated with, or more prevalent than those that may be associated with, investing in U.S. securities. Foreign markets, particularly emerging markets, may be less liquid, more volatile and subject to less government supervision than domestic markets. Security values also may be negatively affected by changes in the exchange rates between the U.S. dollar and foreign currencies. Differences between U.S. and foreign legal, political and economic systems, regulatory regimes and market practices also may impact security values and it may take more time to clear and settle trades involving foreign securities.
Currency Risk. Investments in foreign currencies and in securities that trade in, or receive revenues in, foreign currencies are subject to the risk that those currencies will decline in value relative to the U.S. dollar. Any such decline may erode or reverse any potential gains from an investment in securities denominated in foreign currency or may widen existing loss. Currency rates may fluctuate significantly over short periods of time for a number of reasons, including changes in interest rates, intervention by governments, central banks or supranational entities, or by the imposition of currency controls or other political developments in the U.S. or abroad.
Depository Receipts. Investments in depositary receipts (including American Depositary Receipts, European Depositary Receipts and Global Depositary Receipts) are generally subject to the same risks of investing in the foreign securities that they evidence or into which they may be converted. In addition, issuers underlying unsponsored depositary receipts may not provide as much information as U.S. issuers and issuers underlying sponsored depositary receipts. Unsponsored depositary receipts also may not carry the same voting privileges as sponsored depositary receipts.
Emerging Markets Risk. Emerging market countries generally are located in Asia, the Middle East, Eastern Europe, Central and South America and Africa. There are greater risks involved in investing in emerging market countries and/or their securities markets. Investments in these countries and/or markets may present market, credit, currency, liquidity, legal, political, technical and other risks different from, or greater than, the risks of investing in developed countries. For instance, these countries may be more likely than developed countries to experience rapid and significant developments in their political or economic structures. Some emerging market countries restrict foreign investments, impose withholding or other taxes on foreign investments, or may nationalize or expropriate the assets of private countries. Therefore, a Portfolio may be limited in its ability to make direct or additional investments in an emerging markets country. Such restrictions also may have negative impacts on transaction costs, market price, investment returns and the legal rights and remedies of a Portfolio. In addition, the securities markets of emerging markets countries generally are smaller, less liquid and more volatile than those of developed countries. Emerging market countries often have less uniformity in accounting and reporting requirements and less reliable settlement, registration and custodial procedures. Emerging market countries also may be subject to high inflation and rapid currency devaluations and may be heavily dependent on international trade, which can materially affect their securities markets. The risks associated with investing in a narrowly defined geographic area also generally are more pronounced with respect to investments in emerging market countries.
European Economic Risk. The European Unions (the EU) Economic and Monetary Union (the EMU) requires member countries to comply with restrictions on interest rates, deficits, debt levels, and inflation rates, and other factors, each of which may significantly impact every European country. The economies of EU member countries and their trading partners may be adversely affected by changes in the euros exchange rate, changes in EU or governmental regulations on trade, and the threat of default or default by an EU member country on its sovereign debt, which could negatively impact a Portfolios investments and cause it to lose money. Recently, the European financial markets have been negatively impacted by rising government debt levels; possible default on or restructuring of sovereign debt in several European countries, including Greece, Ireland, Italy, Portugal and Spain; and economic downturns. A European countrys default or debt restructuring would adversely affect the holders of the countrys debt and sellers of credit default swaps linked to the countrys creditworthiness and could negatively impact global markets more generally. Recent events in Europe have adversely affected the euros exchange rate and value and may continue to impact the economies of every European country.
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.
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International Fair Value Pricing Risk. A Portfolio that invests in foreign securities is subject to the risk that its share price may be exposed to arbitrage attempts by investors seeking to capitalize on differences in the values of foreign securities trading on foreign exchanges that may close before the time the Portfolios net asset value is determined. If such arbitrage attempts are successful, the Portfolios net asset value might be diluted. A Portfolios use of fair value pricing in certain circumstances (by adjusting the closing market prices of foreign securities to reflect what the Board of Trustees believes to be their fair value) may help deter such arbitrage activities. The effect of such fair value pricing is that foreign securities may not be priced on the basis of quotations from the primary foreign securities market in which they are traded, but rather may be priced by another method that the Board believes reflects fair value. As such, fair value pricing is based on subjective judgment and it is possible that fair value may differ materially from the value realized on a sale of a foreign security. It is also possible that use of fair value pricing will limit an investment advisers ability to implement a Portfolios investment strategy (e.g., reducing the volatility of the Portfolios share price) or achieve its investment objective.
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 Portfolios 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 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 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.
More Information about Risks Associated with the Asset Transfer Program
The Contracts provide that AXA Equitable can automatically transfer Contract value to the AXA Ultra Conservative Strategy Portfolio from other portfolios managed by the Manager through a non-discretionary, systematic mathematical process. The purpose of these transfers is to attempt to protect Contract value from declines due to market volatility, and thereby limit AXA Equitables exposure to risk on certain guaranteed benefits under the Contracts. The timing and amount of any transfer of Contract value under AXA Equitables process will depend on several factors including market movements. These asset reallocations may result in large-scale asset flows into and out of, and may negatively affect the performance of, the AXA Ultra Conservative Strategy Portfolio. These asset reallocations may similarly affect the performance of the Underlying Portfolios in which the Portfolio invests.
For instance, as a result of large scale asset flows into and out of the AXA Ultra Conservative Strategy Portfolio, the Underlying Portfolios also may experience large-scale inflows and outflows. These flows may increase an Underlying Portfolios transaction costs and cause it to purchase or sell securities when it would not normally do so, which may negatively affect the Underlying Portfolios expense ratios and performance. It could be particularly disadvantageous for an Underlying Portfolio if it experiences outflows and needs to sell securities at a time of volatility in the markets, when values could be falling. Because the AXA Ultra Conservative Strategy Portfolio bears its proportionate share of the transaction costs of the Underlying Portfolio, increased Underlying Portfolio expenses may indirectly negatively affect the performance of the AXA Ultra Conservative Strategy Portfolio.
Similarly, large-scale asset flows into and out of the AXA Ultra Conservative Strategy Portfolio may negatively affect the AXA Ultra Conservative Strategy Portfolios expense ratios and performance by increasing its transaction costs and causing it to purchase or sell securities when it would not normally do so. It could be particularly disadvantageous for the AXA Ultra Conservative Strategy Portfolio if it experiences outflows and needs to sell securities at a time when interest rates are rising and the prices of fixed-income securities are declining. Outflows may also increase the AXA Ultra Conservative Strategy Portfolios expense ratio.
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The performance of the Portfolios as shown in the section Goals, Strategies & Risks 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 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 the Portfolio is likely to select its holdings.
Standard & Poors 500 Composite Stock Index (referred to here in as Standard & Poors 500 Index or S&P 500 Index) is an unmanaged weighted index of common stocks of 500 of the largest U.S. companies, deemed by Standard & Poors 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.
Barclays Capital U.S. Aggregate Bond Index (Aggregate Bond Index) covers the U.S. dollar denominated investment-grade, fixed-rate, taxable bond market of securities registered with the SEC. The index includes bonds from the Treasury, government-related, corporate, agency fixed rate and hybrid adjustable mortgage pass throughs, asset-backed securities and commercial mortgage-based securities.
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Information Regarding the Underlying Portfolios
The following is additional information regarding the Underlying Portfolios. If you would like more information about the Underlying Portfolios, their Prospectuses and Statements of Additional Information are available at www.axa-equitablefunds.com 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 may add new Underlying Portfolios or replace existing Underlying Portfolios without notice or shareholder approval. The Managers selection of Underlying Portfolios may have a positive or negative impact on its revenues and/or profits.
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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FIXED INCOME | ||||||
EQ/AllianceBernstein Short-Term Portfolio | Seeks to achieve a balance of current income and capital appreciation, consistent with a prudent level of risk, by investing in a combination of long and short positions on debt securities, including debt securities included in the Barclays Capital Intermediate U.S. Government/Credit Index. | Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in debt securities and financial instruments that derive their value from such securities. The Portfolio utilizes a strategy that combines a passive investment index style focused on debt securities with an actively managed futures and options strategy that will be used to tactically manage the Portfolios exposure to the risk of losses due to changes in interest rates based on the Advisers projection of interest rate movements. |
Credit Risk Derivatives Risk Exchange Traded Funds Risk Index Strategy Risk Interest Rate Risk Investment Grade Securities Risk Leveraging Risk Liquidity Risk Risks Related to Investments In Other Investment Companies Short Sales Risk |
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EQ/AllianceBernstein Short-Term Government Bond Portfolio | Seeks to achieve a balance of current income and capital appreciation, consistent with a prudent level of risk, by investing in a combination of long and short positions on debt securities, including debt securities included in the Barclays Capital Intermediate U.S. Government Bond Index. | Under normal circumstances, the Portfolio intends to invest at least 80% of its net assets, plus borrowings for investment purposes, in debt securities issued by the U.S. government and its agencies and instrumentalities and financial instruments that derive their value from such securities. The Portfolio utilizes a strategy that combines a passive investment index style focused on debt securities with an actively managed futures and options strategy that will be used to tactically manage the Portfolios exposure to the risk of losses due to changes in interest rates based on the Advisers projection of interest rate movements. |
Credit Risk Derivatives Risk Exchange Traded Funds Risk Index Strategy Risk Interest Rate Risk Investment Grade Securities Risk Leveraging Risk Liquidity Risk Risks Related to Investments In Other Investment Companies Short Sales Risk Zero Coupon and Pay-in-Kind Securities Risk |
34 | Information Regarding the Underlying Portfolios | EQ Advisors Trust |
Information Regarding the Underlying Portfolios (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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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 U.S. Government Bond Index (Government Index), including reinvestment of dividends, at a risk level consistent with that of the Government Index. | 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 Index, or other financial instruments that derive their value from those securities. The Government 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 $250 million outstanding. |
Credit Risk Index Strategy Risk Interest Rate Risk Investment Grade Securities Risk Zero Coupon and Pay-in-Kind Securities Risk |
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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. The Portfolios assets normally are allocated among three distinct portions; one portion is actively managed, one portion seeks to track the performance (before fees and expenses) of a particular index or indices and one portion invests in exchange-traded funds. |
Credit Risk Currency Risk Derivatives Risk Emerging Markets Risk Exchange Traded Funds Risk Foreign Securities Risk Index Strategy Risk Interest Rate Risk Investment Grade Securities Risk Junk Bonds or Lower Rated Securities Risk Leveraging Risk Mortgage-Backed and Asset-Backed Securities Risk Portfolio Turnover |
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EQ/Core Bond Index Portfolio | Seeks to achieve a total return before expenses that approximates the total return performance of the Barclays Capital Intermediate U.S. Government/Credit Index (Intermediate Government Credit Index), including reinvestment of dividends, at a risk level consistent with that of the Intermediate Government Credit Index. | 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 Intermediate Government Credit Index, which covers the U.S. dollar denominated investment-grade, fixed-rate, taxable bond market, including U.S. Treasury, and government-related, corporate and agency fixed-rate debt securities. |
Credit Risk Index Strategy Risk Interest Rate Risk Investment Grade Securities Risk |
EQ Advisors Trust | Information Regarding the Underlying Portfolios | 35 |
Information Regarding the Underlying Portfolios (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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EQUITIES | ||||||
EQ/Large Cap Value PLUS 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 large-cap companies (or other financial instruments that derive their value from the securities of such companies). The Portfolios assets normally are allocated among three distinct portions; one portion is actively managed, one portion seeks to track the performance (before fees and expenses) of a particular index or indices and one portion invests in ETFs. The Portfolio also may invest in derivatives such as futures and options. |
Derivatives Risk Equity Risk Exchange Traded Funds Risk Index Strategy Risk Investment Style Risk Large-Cap Company Risk Leveraging Risk Portfolio Turnover Risk |
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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 typically will hold all securities in the Russell 1000 Value Index in the exact weight each represents in the index, although in certain circumstances, a sampling approach may be utilized. |
Equity Risk Index Strategy Risk Investment Style Risk Large-Cap Company Risk |
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EQ/Common Stock Index 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 invests at least 80% of its net assets, plus borrowings for investment purposes, in common stocks of companies represented in the Russell 3000 ® Index. The Russell 3000 Index is an unmanaged index that measures the performance of the 3000 largest U.S. companies based on total market capitalizations, which represents approximately 98% of the investable U.S. equity market. |
Equity Risk Index Strategy Risk Large-Cap Company Risk Mid-Cap and Small-Cap Company Risk |
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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 typically will hold all 500 securities in the S&P 500 Index in the exact weight each represents in that index. |
Equity Risk Index Strategy Risk Large-Cap Company Risk |
36 | Information Regarding the Underlying Portfolios | EQ Advisors Trust |
Information Regarding the Underlying Portfolios (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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EQ/Equity Growth PLUS 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 equity securities. The Portfolios assets normally are allocated among three distinct portions; one portion is actively managed, one portion seeks to track the performance (before fees and expenses) of a particular index or indices and one portion invests in exchange-traded funds. The Portfolio also may invest in derivatives such as futures and options. |
Derivatives Risk Exchange Traded Funds Risk Equity Risk Index Strategy Risk Investment Style Risk Large-Cap Company Risk Leveraging Risk Mid-Cap Company Risk |
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EQ/Large Cap Core PLUS Portfolio | 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. | 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). The Portfolios assets normally are allocated among three distinct portions; one portion is actively managed, one portion seeks to track the performance (before fees and expenses) of a particular index or indices and one portion invests in ETFs. The Portfolio also may invest in derivatives such as futures and options. |
Currency Risk Derivatives Risk Emerging Market Risk Equity Risk Exchange Traded Funds Risk Foreign Securities Risk Index Strategy Risk Large-Cap Company Risk Leveraging Risk Portfolio Turnover Risk |
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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. |
Equity Risk Index Strategy Risk Investment Style Risk Large Cap Company Risk |
EQ Advisors Trust | Information Regarding the Underlying Portfolios | 37 |
Information Regarding the Underlying Portfolios (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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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). The Portfolios assets normally are allocated among three distinct portions; one portion is actively managed, one portion seeks to track the performance (before fees and expenses) of particular index or indices and one portion invests in ETFs. The Portfolio also may invest in derivatives such as futures and options. |
Currency Risk Derivatives Risk Emerging Markets Risk Equity Risk Exchange Traded Funds Risk Foreign Securities Risk Index Strategy Risk Investment Style Risk Large-Cap Company Risk Leveraging Risk Portfolio Turnover Risk |
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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 Portfolios total investment characteristics similar to those of the Russell 2000 as a whole. |
Equity Risk Index Strategy Risk Small-Cap Company Risk |
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EQ/Mid Cap Index Portfolio | Seeks to achieve a total return before expenses that approximates the total return performance of the S&P MidCap 400 Index, including reinvestment of dividends, at a risk level consistent with that of the S&P MidCap 400 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 MidCap 400 Index. The Portfolio typically holds all 400 securities in the index in the exact weight each represents in the index, although, in certain circumstances, a sampling approach may be utilized. |
Equity Risk Index Strategy Risk Mid-Cap Company Risk |
38 | Information Regarding the Underlying Portfolios | EQ Advisors Trust |
Information Regarding the Underlying Portfolios (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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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). The Portfolios assets normally are allocated among three distinct portions; one portion is actively managed, one portion seeks to track the performance (before fees and expenses) of a particular index or indices and one portion invests in ETFs. The Portfolio also may invest in derivatives such as futures and options. |
Currency Risk Derivatives Risk Emerging Markets Risk Equity Risk Exchange Traded Funds Risk Foreign Securities Risk Index Strategy Risk Investment Style Risk Leveraging Risk Mid-Cap Company Risk |
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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 ETFs that, in turn, invest substantially all of their assets in equity securities of foreign companies of any size located in developed and emerging markets throughout the world. |
Currency Risk Emerging Markets Risk Equity Risk Exchange Traded Funds Risk Foreign Securities Risk |
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EQ/International Core PLUS Portfolio | Seeks to achieve long-term growth of capital. | The Portfolio invests primarily in foreign equity securities. The Portfolios assets normally are allocated among three distinct portions; one portion is actively managed, one portion seeks to track the performance (before fees and expenses) of a particular index or indices and one portion invests in ETFs. The Portfolio also may invest in derivatives such as futures and options. |
Currency Risk Derivatives Risk Equity Risk Exchange Traded Funds Risk Foreign Securities Risk Index Strategy Risk Large-Cap Company Risk Leveraging Risk Mid-Cap and Small-Cap Company Risk |
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EQ/International Value PLUS Portfolio | Seeks to provide current income and long-term growth of income, accompanied by growth of capital | The Portfolios assets normally are allocated among three distinct portions; one portion is actively managed, one portion seeks to track the performance (before fees and expenses) of a particular index or indices and one portion invests in exchange-traded funds. The active allocated portion seeks to invest in securities of foreign companies, including companies in emerging market countries that have a market capitalization in excess of $1 billion at the time of purchase. The Portfolio also may invest in derivatives such as futures and options. |
Currency Risk Derivatives Risk Emerging Markets Risk Equity Risk Exchange Traded Funds Risk Foreign Securities Risk Index Strategy Risk Investment Style Risk Large-Cap Company Risk Leveraging Risk |
EQ Advisors Trust | Information Regarding the Underlying Portfolios | 39 |
Information Regarding the Underlying Portfolios (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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EQ/International Equity Index Portfolio | Seeks to achieve a total return (before expenses) that approximates the total return performance of a composite index comprised of 40% DJ EuroSTOXX 50 Index, 25% FTSE 100 Index, 25% TOPI Index, and 10% S&P/ASX 200 Index (composite index) including reinvestment of dividends, at a risk level consistent with that of the composite index. | Under normal circumstances the Portfolio invests at least 80% of its net assets, plus borrowings for investment purposes in equity securities of companies represented in the composite index. The Adviser selects a subset of the companies represented in each index comprising the composite index. |
Currency Risk Equity Risk Foreign Securities Risk Index Strategy Risk Large-Cap Company Risk |
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ATM Large Cap Portfolio |
The Portfolio seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes by investing in combination of long and short positions on equity securities of large capitalization companies, including securities included in the S&P 500 Index. | The Portfolio utilizes a strategy that combines a passive investment index style focused on equity securities of large-capitalization companies with an actively managed futures and options strategy that will be used to tactically manage equity exposure to such companies based on the level of volatility in the market. |
Derivatives Risk Equity Risk Exchange Traded Funds Risk Focused Portfolio Risk Index Strategy Risk Large-Cap Company Risk Leveraging Risk Short Sales Risk |
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AXA Tactical Manager 500 Portfolio | The Portfolio seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes by investing in combination of long and short positions on equity securities of large capitalization companies, including securities included in the S&P 500 Index. | The Portfolio utilizes a strategy that combines a passive investment index style focused on equity securities of large-capitalization companies with an actively managed futures and options strategy that will be used to tactically manage equity exposure to such companies based on the level of volatility in the market. |
Derivatives Risk Equity Risk Exchange Traded Funds Risk Focused Portfolio Risk Index Strategy Risk Large-Cap Company Risk Leveraging Risk Short Sales Risk |
40 | Information Regarding the Underlying Portfolios | EQ Advisors Trust |
Information Regarding the Underlying Portfolios (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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ATM Mid Cap Portfolio |
The Portfolio seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes by investing in a combination of long and short positions on equity securities of mid capitalization companies including securities included in the S&P MidCap 400 Index. | The Portfolio utilizes a strategy that combines a passive investment index style focused on equity securities of mid-capitalization companies with an actively managed futures and options strategy that will be used to tactically manage equity exposure in the Portfolio based on the level of volatility in the market. |
Derivatives Risk Equity Risk Exchange Traded Funds Risk Focused Portfolio Risk Index Strategy Risk Leveraging Risk Mid-Cap Company Risk Short Sales Risk |
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AXA Tactical Manager 400 Portfolio | The Portfolio seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes by investing in a combination of long and short positions on equity securities of mid capitalization companies including securities included in the S&P MidCap 400 Index. | The Portfolio utilizes a strategy that combines a passive investment index style focused on equity securities of mid-capitalization companies with an actively managed futures and options strategy that will be used to tactically manage equity exposure to such companies based on the level of volatility in the market. |
Derivatives Risk Equity Risk Exchange Traded Funds Risk Focused Portfolio Risk Index Strategy Risk Leveraging Risk Mid-Cap Company Risk Short Sales Risk |
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ATM Small Cap Portfolio |
The Portfolio seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes by investing in a combination of long and short positions on equity securities of small capitalization companies, including securities included in the Russell ® 2000 Index. | The Portfolio utilizes a strategy that combines a passive investment index style focused on equity securities of small-capitalization companies with an actively managed futures and options strategy that will be used to tactically manage equity exposure to such companies based on the level of volatility in the market. |
Derivatives Risk Equity Risk Exchange Traded Funds Risk Focused Portfolio Risk Index Strategy Risk Leveraging Risk Short Sales Risk Small-Cap Company Risk |
EQ Advisors Trust | Information Regarding the Underlying Portfolios | 41 |
Information Regarding the Underlying Portfolios (continued)
Portfolio |
Investment
Objective |
Principal Investment Strategy |
Principal Investment Risks |
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AXA Tactical Manager 2000 Portfolio | The Portfolio seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes by investing in a combination of long and short positions on equity securities of small capitalization companies, including securities included in the Russell ® 2000 Index. | The Portfolio utilizes a strategy that combines a passive investment index style focused on equity securities of small-capitalization companies with an actively managed futures and options strategy that will be used to tactically manage equity exposure to such companies based on the level of volatility in the market. |
Derivatives Risk Equity Risk Exchange Traded Funds Risk Focused Portfolio Risk Index Strategy Risk Leveraging Risk Short Sales Risk Small-Cap Company Risk |
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ATM International Portfolio |
The Portfolio seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes by investing in a combination of long and short positions on equity securities of foreign companies, including securities included in the Morgan Stanley Capital International EAFE Index, ASX SPI 200 Index, Dow Jones EURO STOXX 50 Index and the Tokyo Stock Price Index. | The Portfolio utilizes a strategy that combines a passive investment index style focused on equity securities of foreign companies with an actively managed futures and options strategy that will be used to tactically manage equity exposure in the Portfolio based on the level of volatility in the market. |
Currency Risk Depositary Receipt Risk Derivatives Risk Equity Risk Exchange Traded Funds Risk Focused Portfolio Risk Foreign Securities Risk Geographic Risk Index Strategy Risk Leveraging Risk Political/Economic Risk Regulatory Risk Settlement Risk Transaction Costs Risk Short Sales Risk |
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AXA Tactical Manager International Portfolio | The Portfolio seeks to achieve long-term growth of capital with an emphasis on risk-adjusted returns and lower volatility over a full market cycle relative to traditional equity funds and equity market indexes by investing in a combination of long and short positions on equity securities of foreign companies, including securities included in the Morgan Stanley Capital International EAFE Index, ASX SPI 200 Index, Dow Jones EURO STOXX 50 Index and the Tokyo Stock Price Index. | The Portfolio utilizes a strategy that combines a passive investment index style focused on equity securities of foreign companies with an actively managed futures and options strategy that will be used to tactically manage equity exposure in the Portfolio based on the level of volatility in the market. |
Currency Risk Depositary Receipt Risk Derivatives Risk Equity Risk Exchange Traded Funds Risk Focused Portfolio Risk Foreign Securities Risk Geographic Risk Index Strategy Risk Leveraging Risk Political/Economic Risk Regulatory Risk Settlement Risk Short Sales Risk Transaction Costs Risk |
42 | Information Regarding the Underlying Portfolios | EQ Advisors Trust |
The Trust is organized as a Delaware statutory trust and is registered with the Securities and Exchange Commission (SEC) as an open-end management investment company. The Trusts Board is responsible for the overall management of the Trust and the Portfolios. The Trust issues shares of beneficial interest that are currently divided among seventy-two (72) portfolios sixty-three (63) of which have authorized Class IA, Class IB and Class K shares and nine (9) of which have authorized Class IB and Class K shares. This prospectus describes the Class IA, Class IB and Class K shares of the six (6) AXA Strategic Allocation Series Portfolios of the Trust. Each Portfolio has its own investment objective, investment strategies and risks, which have been previously described in this Prospectus.
FMG LLC, 1290 Avenue of the Americas, New York, New York 10104, manages each AXA Strategic Allocation Series Portfolio. FMG LLC is an investment adviser registered under the Investment Advisers Act of 1940, as amended, and a wholly-owned subsidiary of AXA Equitable. AXA Equitable is a wholly-owned subsidiary of AXA Financial, Inc., a subsidiary of AXA, a French insurance holding company. FMG LLC serves as the investment manager to mutual funds and other pooled investment vehicles and, as of December 31, 2011, had $ billion in assets under management.
The Manager is responsible for the general management and administration of the Trust and the day-to-day management of the AXA Strategic Allocation Series Portfolios. In addition to its managerial responsibilities, the Manager also is responsible for determining the asset allocation range for each AXA Strategic Allocation Series 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 AXA Strategic Allocation Series Portfolio, the Manager will periodically establish specific percentage targets for each asset class and identify the specific Underlying Portfolio to be held by an AXA Strategic Allocation Series Portfolio, including the portion of each Portfolios assets to invest in the volatility management strategy. Percentage targets are established and Underlying Portfolios are identified using the Managers proprietary investment process, based on fundamental research regarding the investment characteristics of the asset classes, Underlying Portfolios, as well as the Managers outlook for the economy and financial markets. FMG LLC also will rebalance each AXA Strategic Allocation Series Portfolios holdings through its selection of Underlying Portfolios as deemed necessary to bring the asset allocation of the Portfolio back into alignment with its asset allocation range.
Kenneth T. Kozlowski, CFP ® , CLU, ChFC; Alwi Chan, CFA ® ; and Xavier Poutas, CFA ® , are responsible for the day-to-day management of the Portfolios.
Kenneth T. Kozlowski, CFP ® , ChFC, CLU has served as Senior Vice President of FMG LLC since May 2011 and as Senior Vice President of AXA Equitable from September 2011 to present. He was a Vice President of AXA Equitable from February 2001 to August 2011. He has served as Vice President of the Trust from June 2010 to present. Since 2003, Mr. Kozlowski has had primary responsibility for the asset allocation, fund selection and rebalancing of the funds of funds currently managed by FMG LLC and for each Portfolio since its inception. Mr. Kozlowski served as Chief Financial Officer of the Trust from 2002 to 2007.
Alwi Chan, CFA ® has served as Vice President of FMG LLC since May 2011 and as Vice President of AXA Equitable since 2007. Prior to that, he served as an Assistant Vice President (2005-2007) and Senior Investment Analyst (2002-2005) of AXA Equitable. He also has served as Vice President of the Trust since 2007.
Xavier Poutas , CFA ® has served as an assistant portfolio manager of FMG LLC since May 2011 and has served as Assistant Vice President of AXA Equitable since November 2008. He joined AXA Equitables Funds Management Group in October 2004 as a Fund Administrator and was involved in the implementation of the asset allocation strategy for the funds of funds currently managed by FMG LLC.
Information about each portfolio managers compensation, other accounts he manages and his ownership of securities in the Portfolios is available in the Trusts SAI.
While day-to-day management of the Portfolios currently is provided by the Manager, the Manager may hire Advisers to provide day-to-day portfolio management for a Portfolio in the future. The Manager has ultimate responsibility to oversee Advisers and recommend their hiring, termination and replacement. The Manager has been granted relief by the SEC to appoint, dismiss and replace Advisers and amend advisory agreements subject to the approval of the Trusts Board of Trustees and without obtaining shareholder approval (the Multi-Manager Order). The Manager also may allocate a Portfolios assets to additional Advisers subject to approval of the Board of Trustees and has discretion to allocate a Portfolios assets among its current Advisers (if applicable). 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 Alliance Bernstein L.P., unless the advisory agreement with the Affiliated Adviser is approved by the affected Portfolios shareholders.
A discussion of the basis of the decision by the Board to approve the investment management agreement with respect to the Portfolios is available in the Trusts Semi-Annual or Annual Reports to shareholders for the periods ended June 30 and December 31, respectively.
Each AXA Strategic Allocation Series 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 Portfolios average daily net assets) that the Manager received in 2011 for managing
EQ Advisors Trust | Management of the Trust | 43 |
each of the Portfolios included in the table and the rate of the management fees waived by the Manager in 2011 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 2011
Portfolios |
Annual
Rate Received |
Rate of Fees
Waived and Expenses Reimbursed |
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AXA Conservative Strategy |
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AXA Conservative Growth Strategy |
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AXA Balanced Strategy |
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AXA Moderate Growth Strategy |
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AXA Growth Strategy |
The AXA Ultra Conservative Strategy Portfolio has not operated for a full fiscal year. The contractual rate of the management fee (as a percentage of the Portfolios average daily net assets) payable by the Portfolio is:
Portfolios |
First
$15 Billion |
Next
$5 Billion |
Thereafter | |||||||||
AXA Ultra Conservative Strategy |
0.15% | 0.125% | 0.10% |
FMG LLC also provides administrative services to the Trust including, among others, coordination of the Trusts 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 Trusts proxy voting policies and procedures and anti-money laundering program. For these administrative services, in addition to the management fee, each Portfolio pays FMG LLC an asset-based fee at an annual rate of 0.15% on the first $15 billion of its average daily net assets; 0.125% on the next $5 billion of its average daily net assets; 0.10% on average daily net assets thereafter; plus an additional $32,500 annually. As noted in the prospectus for each Underlying Portfolio, FMG LLC 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 an AXA Strategic Allocation Series Portfolio. In this connection, the Managers selection of Underlying Portfolios may have an positive or negative effect on its revenues and/or profits.
In the interest of limiting the expenses of each AXA Strategic Allocation Series Portfolio, the Manager has entered into an expense limitation agreement with the Trust with respect to the 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 so that the annual operating expenses (including acquired fund fees and expenses) of each Portfolio (other than interest, taxes, brokerage commissions, dividend and interest expenses on securities sold short, other expenditures which are capitalized in accordance with generally accepted accounting principles and other extraordinary expenses not incurred in the ordinary course of each Portfolios business), are limited to 0.70% for Class K shares and 0.95% for Class IA shares and Class IB shares of the AXA Conservative Strategy Portfolio and AXA Ultra Conservative Strategy Portfolio, 0.75% for Class K shares and 1.00% for Class IA shares and Class IB shares of the AXA Conservative Growth Strategy Portfolio, 0.80% for Class K shares and 1.05% for Class IA shares and Class IB shares of the AXA Balanced Strategy Portfolio, 0.85% for Class K shares and 1.10% for Class IA shares and Class IB shares of the AXA Moderate Growth Strategy Portfolio; and 0.85% for Class K shares and 1.10% for Class IA shares and Class IB shares of the and the AXA Growth Strategy Portfolio, respectively, until April 30, 2013 (unless the Board of Trustees consents to an earlier revision or termination of this arrangement).
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 payments or waivers being made and the combination of the Portfolios expense ratio and such reimbursements does not exceed the Portfolios 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. The Managers selection of Underlying Portfolios may positively or negatively impact its obligations under the Expense Limitation Agreement and its ability to recoup previous payments or waivers made under the Expense Limitation Agreement.
Legal Proceedings Relating to the Manager
In July 2011, a lawsuit was filed in the United States District Court for the District of New Jersey, entitled Mary Ann Sivolella v. AXA Equitable Life Insurance Company and AXA Equitable Funds Management Group, LLC . The lawsuit was filed derivatively on behalf of eight funds: EQ/Common Stock Index Portfolio; EQ/Equity Growth PLUS Portfolio; EQ/Equity 500 Index Portfolio; EQ/Intermediate Government Bond Index Portfolio; EQ/Large Cap Value PLUS Portfolio; EQ/Global Multi-Sector Equity Portfolio; EQ/Mid Cap Value PLUS Portfolio; and EQ/GAMCO Small Company Value Portfolio. The lawsuit sought recovery under Section 36(b) of the 1940 Act for alleged excessive fees paid to AXA Equitable and the Manager (the Defendants) for investment management services. The Plaintiff sought recovery of the alleged overpayments, or alternatively, rescission of the contracts and restitution of all fees paid, interest, costs, attorney fees, fees for expert witnesses, and reserves the right to seek punitive damages where applicable. In October 2011, the Defendants filed a motion to dismiss the complaint. In November 2011, the Plaintiff filed an amended complaint asserting a claim under Section 36(b) and new claims under (1) Section 26(f) of the 1940 Act alleging that the variable annuity contracts sold by the Defendants charged unreasonable management fees, and seeking restitution and rescission of those contracts under Section 47(b) of the 1940 Act; and (2) a claim for unjust enrichment. In the amended complaint, the Plaintiff seeks recovery of the alleged overpayments, rescission of the contracts, restitution of all fees paid, interest, costs, attorney fees, fees for expert witness, and reserves the right to seek punitive damages
where applicable. The Defendants filed a motion to dismiss the amended complaint in December 2011.
44 | Management of the Trust | EQ Advisors Trust |
Each AXA Strategic Allocation Series Portfolio offers Class IA, Class IB and Class K shares. All shares are purchased and sold at their net asset value without any sales load. The AXA Strategic Allocation Series Portfolios are not designed for market-timers, see the section entitled Purchase and Redemption 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 AXA Strategic Allocation Series Portfolios reserve the right to suspend or change the terms of purchasing or selling shares.
Purchase and Redemption 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 timers shares. This can happen when it is not advantageous to sell any securities, so the Portfolios 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 that invest a significant portion of their assets in foreign securities (e.g., EQ/International Core PLUS Portfolio) or the securities of small- and mid-capitalization companies (e.g., EQ/Mid Cap Value PLUS Portfolio, EQ/Small Company Index 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 Trusts 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 Trusts 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, including Contractholders whose accounts are held through any omnibus accounts, uniformly. It should be recognized, however, that such policies and procedures are subject to limitations:
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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. |
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The design of such policies and procedures involves inherently subjective judgments, which FMG and its affiliates, on behalf of the Trust, seek to make in a fair and reasonable manner consistent with the interests of all Contractholders. |
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The limits on the 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 FMG LLC, on behalf of the Trust, determines that a Contractholders transfer patterns among the Trusts portfolios are disruptive to the Trusts portfolios, FMG LLC or an affiliate may, among other things, restrict the availability of personal telephone requests, facsimile transmissions, automated telephone services, internet services or any electronic transfer services. FMG LLC or an affiliate may also refuse to act on transfer instructions on an agent
EQ Advisors Trust | Portfolio Services | 45 |
acting under a power of attorney who is acting on behalf of more than one owner. In making these determinations, FMG LLC or an affiliate 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 Portfolios net inflows and outflows exceed an established monitoring threshold, FMG LLC or an affiliate sends a letter to the Contractholder explaining that there is a policy against disruptive transfer activity and that if such activity continues, FMG LLC or an affiliate 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, FMG LLC or an affiliate currently will restrict the availability of voice, fax and automated transaction services. FMG LLC or an affiliate currently will apply such action for the remaining life of each affected Contract. Because FMG LLC or an affiliate 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 Contractholders who have engaged in disruptive transfer activity currently receive letters notifying them of FMG LLC or an affiliates intention to restrict access to communication services, such letters may not continue to be provided in the future. Consistent with seeking to discourage potentially disruptive transfer activity, FMG LLC, or an affiliate thereof or the Trust also may, in its 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.
The above policies and procedures with respect to frequent transfers or purchases and redemptions of Portfolio shares also apply to retirement plan participants. The above policies and procedures do not apply to transfers, purchases and redemptions of shares of the AXA Ultra Conservative Strategy Portfolio or shares of other Portfolios of the Trust by funds of funds managed by FMG LLC. These transfers, purchases and redemptions are exempt from the above policies and procedures because they are initiated pursuant to asset allocation strategies developed by FMG LLC and its affiliates and, therefore, are not intended to disadvantage the relevant portfolios or their shareholders.
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.
Selling Restrictions
The table below describes restrictions placed on selling shares of any Portfolio described in this Prospectus.
Restriction | Situation | |
A 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. |
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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 FMG LLC. |
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:
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A shares 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. |
46 | Portfolio Services | EQ Advisors Trust |
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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 |
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A Portfolio may have net asset value changes on days when shares cannot be purchased or sold because it invests in Underlying Portfolios that may invest heavily in foreign securities which sometimes trade on days when a Portfolios shares are not priced. |
Shares of the Underlying Portfolios held by the AXA Strategic Allocation Series Portfolios are valued at their net asset value. Generally other portfolio securities and other assets of the AXA Strategic Allocation Series Portfolios as well as the portfolio securities and assets of the Underlying Portfolios are valued as follows:
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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. |
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Debt securities based upon pricing service valuations. |
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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, the security will be valued using the fair value procedures by or under the direction of the Trusts 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. |
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Options for exchange traded options, last sales price or, if not available, previous days 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. |
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Futures last settlement price or, if there is no sale, latest available bid price. |
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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. |
All securities held in the EQ/Money Market Portfolio are valued at amortized cost. 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.
Securities and assets for which market quotations are not readily available, for which valuation cannot be provided or for which events or circumstances occurring after the close of the relevant market or exchange materially affect their value are valued pursuant to the fair value procedures in good faith by or under the direction of the Trusts 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, high yield securities 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 Trusts calculation of net asset values for each applicable portfolio when the Trust deems that the particular event or circumstance would materially affect such portfolios 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 Trusts Board of Trustees believes will reflect 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 portfolios net asset value fairly reflects security values as of the time of pricing. Also, fair valuation of a portfolios 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 Portfolios NAV by those
Dividends and Other Distributions
Each AXA Strategic Allocation Series Portfolio generally distributes most or all of its net investment income and its net realized gains, if any, annually. Dividends and other distributions by an AXA Strategic Allocation Series Portfolio are automatically reinvested at net asset value in shares of that Portfolio.
EQ Advisors Trust | Portfolio Services | 47 |
Each AXA Strategic Allocation Series Portfolio is treated as a separate corporation, and intends to qualify each taxable year to be treated as a regulated investment company, for federal income 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. To comply with all these requirements may, from time to time, necessitate a Portfolios disposition of one or more investments when it might not otherwise do so. A regulated investment company that satisfies the federal tax requirements is not taxed at the entity (Portfolio) level to the extent it passes through its net income and net realized gains to its shareholders by making distributions. Although the Trust intends that each Portfolio will be operated to have no federal tax liability, if any Portfolio does have any federal tax liability, that would hurt its investment performance. Also, to the extent that an AXA Strategic Allocation Series Portfolio invests in foreign securities or holds foreign currencies, it could be subject to foreign taxes that would reduce its investment performance.
It is important for each AXA Strategic Allocation Series 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. FMG LLC, in its capacity as the Manager and the administrator of the Trust, therefore carefully monitor each Portfolios 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.
Compensation to Securities Dealers
The AXA Strategic Allocation Series Portfolios are distributed by AXA Distributors, LLC, an affiliate of FMG LLC, (the Distributor). The Distributor is registered as a broker-dealer under the Securities Exchange Act of 1934, as amended, and is a member 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 AXA Strategic Allocation Series Portfolios Class IA shares and Class IB shares. Under the plan, Class IA shares and Class IB shares are charged an annual fee to compensate the Distributor for promoting, selling and servicing shares of the AXA Strategic Allocation Series Portfolios. The maximum annual distribution and/or service (12b-1) fee for the Portfolios Class IA shares and Class IB shares is equal to an annual rate of 0.25% of the average daily net assets of the Portfolio attributable to Class IA shares and Class IB shares. Because these fees are paid out of each AXA Strategic Allocation Series Portfolios assets on an ongoing basis, over time, these fees for Class IA shares and Class IB shares will increase the cost of your investment and may cost you more than paying other types of charges.
The Distributor 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 Distributor also may receive other marketing support from the Advisers in connection with the distribution of the Contracts.
48 | Portfolio Services | EQ Advisors Trust |
The financial highlights table is intended to help you understand the financial performance for each Portfolios Class IA, Class IB and Class K shares. The financial information in the table below is for the period of the Portfolios 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 an independent registered public accounting firm report on each Portfolios financial statements as of December 31, 2011 and the financial statements themselves appear in the Trusts 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 Trusts Annual Report which are incorporated by reference into the Portfolios SAI and available upon request.
EQ Advisors Trust | Financial Highlights | 49 |
If you would like more information about the AXA Strategic Allocation Series Portfolios, the following documents (including a copy of this Prospectus) are available at the Trusts website: www.axa-equitablefunds.com , free of charge.
Annual and Semi-Annual Reports Include more information about the AXA Strategic Allocation Series Portfolios investments and performance. The reports usually include performance information, a discussion of market conditions and the investment strategies that significantly affected the AXA Strategic Allocation Series Portfolios performance during the last fiscal year.
Statement of Additional Information (SAI) Provides more detailed information about the AXA Strategic Allocation Series Portfolios, has been filed with the Securities and Exchange Commission and is incorporated into this Prospectus by reference.
Portfolio Holdings Disclosure A description of the AXA Strategic Allocation Series Portfolios policies and procedures with respect to the disclosure of their portfolio securities holdings is available in the AXA Strategic Allocation Series Portfolios SAI.
To order a free copy of the AXA Strategic Allocation Series Portfolios SAI and/or Annual or Semi-Annual Report, or to request other information about an AXA Strategic Allocation Series Portfolio or make other shareholder inquiries, contact your financial professional, or the AXA Strategic Allocation Series Portfolios at:
EQ Advisors Trust
1290 Avenue of the Americas
New York, New York 10104
Telephone: 877-222-2144
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 AXA Strategic Allocation Series Portfolios (including the SAI) can be reviewed and copied at the SECs 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 funds are available on the EDGAR database on the SECs 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 SECs
Public Reference Section,
Washington, D.C. 20549-1520
EQ Advisors Trust
AXA Strategic Allocation Series Portfolios
AXA Ultra Conservative Strategy Portfolio
AXA Conservative Strategy Portfolio
AXA Conservative Growth Strategy Portfolio
AXA Balanced Strategy Portfolio
AXA Moderate Growth Strategy Portfolio
AXA Growth Strategy Portfolio
(Investment Company Act File No. 811-07953)
© 2012 EQ Advisors Trust
EQ ADVISORS TRUST SM
Class IA, Class IB and Class K Shares
STATEMENT OF ADDITIONAL INFORMATION
May 1, 2012
All Asset Growth Alt 20 Portfolio ATM International Portfolio ATM Large Cap Portfolio ATM Mid Cap Portfolio ATM Small Cap Portfolio AXA Balanced Strategy Portfolio AXA Conservative Growth Strategy Portfolio AXA Conservative Strategy Portfolio AXA Growth Strategy Portfolio AXA Moderate Growth Strategy Portfolio AXA Tactical Manager 400 Portfolio AXA Tactical Manager 500 Portfolio AXA Tactical Manager International Portfolio AXA Tactical Manager 2000 Portfolio AXA Ultra Conservative Growth Strategy Portfolio EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio EQ/AllianceBernstein Short-Term Bond Portfolio EQ/AllianceBernstein Short-Term Government Bond Portfolio EQ/AllianceBernstein Small Cap Growth Portfolio EQ/AXA Franklin Small Cap Value Core Portfolio EQ/BlackRock Basic Value Equity Portfolio EQ/Boston Advisors Equity Income Portfolio EQ/Calvert Socially Responsible Portfolio EQ/Capital Guardian Research Portfolio EQ/Common Stock Index Portfolio EQ/Core Bond Index Portfolio EQ/Davis New York Venture Portfolio EQ/Equity 500 Index Portfolio EQ/Equity Growth PLUS Portfolio EQ/Franklin Core Balanced Portfolio EQ/Franklin Templeton Allocation Portfolio EQ/GAMCO Mergers and Acquisitions Portfolio |
EQ/GAMCO Small Company Value Portfolio EQ/Global Bond PLUS Portfolio EQ/Global Multi-Sector Equity Portfolio EQ/Intermediate Government Bond Index Portfolio EQ/International Core PLUS Portfolio EQ/International Equity Index Portfolio EQ/International ETF Portfolio EQ/International Value PLUS Portfolio EQ/JPMorgan Value Opportunities Portfolio EQ/Large Cap Core 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 EQ/Lord Abbett Large Cap Core Portfolio EQ/MFS International Growth Portfolio EQ/Mid Cap Index Portfolio EQ/Mid Cap Value PLUS Portfolio EQ/Money Market Portfolio EQ/Montag & Caldwell Growth Portfolio EQ/Morgan Stanley Mid Cap Growth Portfolio EQ/Mutual Large Cap Equity Portfolio EQ/Oppenheimer Global Portfolio EQ/PIMCO Ultra Short Bond Portfolio EQ/Quality Bond PLUS Portfolio EQ/Small Company Index Portfolio EQ/T. Rowe Price Growth Stock Portfolio EQ/Templeton Global Equity Portfolio EQ/UBS Growth and Income Portfolio EQ/Van Kampen Comstock Portfolio EQ/Wells Fargo Omega Growth Portfolio |
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, 2012, 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
MASTER
(238296)
Americas, New York, New York 10104. Unless otherwise defined herein, capitalized terms have the meanings given to them in the Prospectuses.
The Trusts audited financial statements for the period ended December 31, 2011, including the financial highlights, appearing in the Trusts 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 , 2012 (File No. 811-07953), are incorporated by reference and made a part of this document.
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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 Funds Management Group, LLC (the Manager or FMG LLC), currently serves as the investment manager for the Trust.
The Trust currently offers three classes of shares, Class IA, Class IB and Class K, on behalf of sixty-three (63) portfolios. The Trust also offers Class IB and Class K shares on behalf of eight (8) portfolios. This SAI contains information with respect to shares of the sixty-three (63) portfolios of the Trust listed below (Portfolios). Each of the Portfolios is diversified. The Trusts Board of Trustees (Board) 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 Small Cap Growth Portfolio |
EQ/Equity 500 Index Portfolio |
EQ/International Equity Index Portfolio (formerly, EQ/AllianceBernstein International Portfolio) |
(collectively, the AllianceBernstein Legacy Portfolios) |
All Asset Growth Alt 20 Portfolio (formerly, All Asset Allocation Portfolio) |
EQ/Boston Advisors Equity Income Portfolio |
EQ/GAMCO Mergers and Acquisitions Portfolio |
EQ/GAMCO Small Company Value Portfolio |
EQ/MFS International Growth Portfolio (formerly, EQ/International Growth Portfolio) |
EQ/Montag & Caldwell Growth Portfolio |
EQ/PIMCO Ultra Short Bond Portfolio |
EQ/T. Rowe Price Growth Stock Portfolio |
EQ/UBS Growth and Income Portfolio |
(collectively, Enterprise and MONY Portfolios) |
EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio |
EQ/AllianceBernstein Short-Term Bond Portfolio (formerly, ATM Core Bond Portfolio) |
EQ/AllianceBernstein Short-Term Government Bond Portfolio (formerly, ATM Government Bond Portfolio) |
EQ/AXA Franklin Small Cap Value Core Portfolio |
EQ/BlackRock Basic Value Equity Portfolio |
EQ/Calvert Socially Responsible Portfolio |
EQ/Capital Guardian Research Portfolio |
EQ/Common Stock Index Portfolio |
EQ/Core Bond Index Portfolio |
EQ/Davis New York Venture Portfolio |
EQ/Equity Growth PLUS Portfolio |
EQ/Franklin Core Balanced Portfolio |
EQ/Franklin Templeton Allocation Portfolio |
EQ/Global Bond PLUS Portfolio |
EQ/Global Multi-Sector Equity Portfolio |
EQ/Intermediate Government Bond Index Portfolio |
EQ/International Core PLUS Portfolio |
3
EQ/International ETF Portfolio |
EQ/International Value PLUS Portfolio (formerly, EQ/BlackRock International Value Portfolio) |
EQ/JPMorgan Value Opportunities Portfolio |
EQ/Large Cap Core 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 |
EQ/Lord Abbett Large Cap Core Portfolio |
EQ/Mid Cap Index Portfolio |
EQ/Mid Cap Value PLUS Portfolio |
EQ/Money Market Portfolio |
EQ/Morgan Stanley Mid Cap Growth Portfolio (formerly, EQ/Van Kampen Mid Cap Growth Portfolio) |
EQ/Mutual Large Cap Equity Portfolio |
EQ/Oppenheimer Global Portfolio |
EQ/Quality Bond PLUS Portfolio |
EQ/Small Company Index Portfolio |
EQ/Templeton Global Equity Portfolio |
EQ/Van Kampen Comstock Portfolio |
EQ/Wells Fargo Omega Growth Portfolio (formerly, EQ/Wells Fargo Advantage Omega Growth Portfolio) |
AXA Balanced Strategy Portfolio |
AXA Conservative Growth Strategy Portfolio |
AXA Conservative Strategy Portfolio |
AXA Growth Strategy Portfolio |
AXA Moderate Growth Strategy Portfolio |
AXA Ultra Conservative Growth Strategy Portfolio |
(collectively, the Strategic Allocation Portfolios) |
ATM International Portfolio |
ATM Large Cap Portfolio |
ATM Mid Cap Portfolio |
ATM Small Cap Portfolio |
AXA Tactical Manager 400 Portfolio (formerly, AXA Tactical Manager 400 Portfolio-I) |
AXA Tactical Manager 500 Portfolio (formerly AXA Tactical Manager 500 Portfolio-I) |
AXA Tactical Manager International Portfolio (formerly AXA Tactical Manager International Portfolio-I) |
AXA Tactical Manager 2000 Portfolio (formerly AXA Tactical Manager 2000 Portfolio-I)
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The EQ/AllianceBernstein Short-Term Government Bond Portfolio has not commenced operations as of the date of this SAI. |
Class K shares are offered at net asset value and are not subject to distribution fees imposed pursuant to a distribution plan. Class IA and Class IB shares are offered at net asset value and are subject to fees imposed under a distribution plans adopted pursuant to Rule 12b-1 under the 1940 Act (Rule 12b-1 Distribution Plans). Each class of shares is offered under the Trusts multi-class distribution system, which is designed to allow promotion of insurance products investing in the Trust through alternative distribution channels. Under the Trusts 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
4
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 Board under the plan pursuant to Rule 18f-3 under the 1940 Act are currently limited to payments made to the Distributor for the Class IA and Class IB shares pursuant to the Rule 12b-1 Distribution Plans.
The Trusts shares may be sold to insurance company separate accounts in connection with variable life insurance contracts and variable annuity certificates and contracts (Contracts) issued by AXA Equitable or other affiliated or unaffiliated insurance companies, and, to the extent permitted by applicable law, to tax-qualified retirement plans, other series of the Trust and series of AXA Premier VIP Trust, a separate registered investment company managed by the Manager that currently sells its shares to such accounts and plans. Shares of the Trust also may be sold to any other person eligible to hold such shares under applicable regulations under the Internal Revenue Code of 1986, as amended (Code). Class K shares of the Trust are sold only to other Portfolios of the Trust, portfolios of AXA Premier VIP Trust and retirement plans.
The Trust does not currently foresee any disadvantage to Contract owners arising from offering the Trusts shares to separate accounts of insurance companies that are unaffiliated with one another or the 401(k) plan sponsored by AXA Equitable (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 Board will monitor the Portfolios 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.
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 Portfolios 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, the EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio, the AXA Tactical Manager Portfolios, EQ/AllianceBernstein Short-Term Bond Portfolio, EQ/AllianceBernstein Short-Term Government Bond Portfolio, and the Strategic Allocation Portfolios). 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, the EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio, the AXA Tactical Manager Portfolios, EQ/AllianceBernstein Short-Term Bond Portfolio, EQ/AllianceBernstein Short-Term Government Bond Portfolio, and the Strategic Allocation Portfolios) 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, 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 |
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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; |
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 and EQ/International Value PLUS 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, provided that the combination of (i) and (ii), as applicable, shall not exceed 10% of the applicable Portfolios 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/Wells Fargo Omega Growth 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/Franklin Core Balanced 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 Portfolios total assets at the time the borrowing is made; |
g. | the AllianceBernstein Legacy 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) | Purchase the securities of any issuer if, as a result, more than 25% of the value of the Portfolios 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 Portfolios semi-annual and annual reports; |
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With respect to each Portfolios investments in options, futures, swaps and other derivative transactions, industries may be determined by reference to the industry of the reference asset. |
(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; |
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 Portfolios total assets (50% in the case of each of the AllianceBernstein Legacy Portfolios and the 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 Portfolios 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 Portfolios 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; |
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(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 |
(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 Portfolios 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 Portfolios 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 Portfolios 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. As a matter of operating policy, this restriction shall not apply to investments in securities of other investment companies. The following interpretation applies to, but is not part of, this fundamental restriction: with respect to each Portfolios investments in options, futures, swaps and other derivative transactions, industries may be determined by reference to the industry of the reference asset. |
(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 Portfolios 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. |
8
(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. |
Set forth below are each of the fundamental restrictions adopted by the EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio.
The EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio may not as a matter of fundamental policy:
(1) | purchase any security if, as a result of that purchase, 25% or more of the Portfolios 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, municipal securities, or securities of other investment companies. |
The following interpretation applies to, but is not a part of, this fundamental restriction. Industries generally are determined by reference to the classifications of industries set forth in the Portfolios shareholder report. With respect to the EQ/AllianceBernstein Dynamic Wealth Strategies Portfolios investments in options, futures, swaps and other derivative transactions, industries may be determined by reference to the industry of the reference asset.
(2) |
issue senior securities or borrow money, except to the extent permitted by the 1940 Act or any rule, order or interpretation thereunder, and then not in excess of 33 1 / 3 % of the EQ/AllianceBernstein Dynamic Wealth Strategies Portfolios 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 the 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, short sale transactions, the purchase or sale of securities on a when-issued, delayed delivery or forward commitment basis, the purchase and sale of other financial contracts or derivative instruments such as swaps, options, futures, forward and spot currency contracts and collateral and segregation arrangements with respect thereto, and deposits of margin are not deemed to be the issuance of a senior security, a borrowing or a pledge of assets. |
(3) | make loans, except loans of portfolio securities or cash, 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 and repurchase agreements will not be considered the making of a loan. |
(4) | 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 Portfolios 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. |
As a matter of operating policy, the EQ/AllianceBernstein Dynamic Wealth Strategies 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.
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(5) | purchase a security if, as a result, with respect to 75% of the value of the EQ/AllianceBernstein Dynamic Wealth Strategies Portfolios 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). |
(6) | engage in the business of underwriting securities of other issuers, except to the extent that the EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio might be considered an underwriter under the federal securities laws in connection with its disposition of portfolio securities, including securities of other investment companies. |
(7) | 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 the EQ/AllianceBernstein Dynamic Wealth Strategies 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. |
(8) | purchase or sell physical commodities unless acquired as a result of owning securities or other instruments, but the Portfolio may purchase or sell currencies and securities or other instruments backed by physical commodities and may purchase, sell or enter into options, futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments, including commodity-linked derivative instruments. |
Set forth below are each of the fundamental restrictions adopted by the AXA Tactical Manager Portfolios, EQ/AllianceBernstein Short-Term Bond Portfolio and EQ/AllianceBernstein Short-Term Government Bond Portfolio.
Each AXA Tactical Manager Portfolio and the EQ/AllianceBernstein Short-Term Bond Portfolio and EQ/AllianceBernstein Short-Term Government Bond Portfolio may not as a matter of fundamental policy:
(1) | purchase any security if, as a result of that purchase, 25% or more of the Portfolios 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, municipal securities, securities of other investment companies, or, with respect to the ATM Equity Portfolios, futures and options contracts on securities indices, or, with respect to the EQ/AllianceBernstein Short-Term Bond Portfolio and EQ/AllianceBernstein Short-Term Government Bond Portfolio, futures and options contracts. |
The following interpretation applies to, but is not a part of, this fundamental restriction. Industries are determined by reference to the classifications of industries set forth in each Portfolios shareholder reports. With respect to each Portfolios investments in options, futures, swaps and other derivative transactions, industries may be determined by reference to the industry of the reference asset.
(2) |
issue senior securities or borrow money, except to the extent permitted by the 1940 Act or any rule, order or interpretation thereunder, and then not in excess of 33 1 / 3 % of the Portfolios 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. |
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(3) | make loans, except loans of portfolio securities or cash, 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 and repurchase agreements will not be considered the making of a loan. |
(4) | 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, including securities of other investment companies. |
(5) | 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. |
(6) | 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, and each Portfolio may invest in securities and other instruments backed by physical commodities. |
Set forth below are each of the fundamental restrictions adopted by each of the Strategic Allocation Portfolios. Certain non-fundamental operating policies are also described in this section because of their relevance to the fundamental restrictions adopted by the Strategic Allocation Portfolios.
Each Strategic Allocation Portfolio 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 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. 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; |
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. | 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) |
Purchase the securities of any issuer if, as a result, more than 25% of the value of the Portfolios total assets would be invested in the securities of issuers having their principal business activities in the same industry. This restriction shall not apply to investments in securities of other investment companies. In addition, the United States, state or local governments, or related agencies or instrumentalities are not considered an industry. As a non-fundamental policy, industries are |
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determined by reference to the classifications of industries set forth in each Portfolios semi-annual and annual reports. With respect to each Portfolios investments in options, futures, swaps and other derivative transactions, industries may be determined by reference to the industry of the reference asset. |
(4) | Make loans, except that: |
a. |
each 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 Portfolios total assets; (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 Portfolios 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; |
(6) | Purchase a security if, as a result, with respect to 75% of the value of the Portfolios 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 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; |
(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 |
(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. |
Non-Fundamental Restrictions
The following investment restrictions generally apply to each Portfolio (other than the Enterprise and MONY Portfolios, the EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio, the AXA Tactical Manager Portfolios, EQ/AllianceBernstein Short-Term Bond Portfolio, EQ/AllianceBernstein Short-Term Government Bond Portfolio, and the Strategic Allocation Portfolios), but are not fundamental. They may be changed for any Portfolio by the Board and without a vote of that Portfolios shareholders.
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Each Portfolio (other than the Enterprise and MONY Portfolios, the EQ/AllianceBernstein Dynamic Wealth Strategies, the AXA Tactical Manager Portfolios, the EQ/AllianceBernstein Short-Term Bond Portfolio, the EQ/AllianceBernstein Short-Term Government Bond Portfolio, and the Strategic Allocation Portfolios) may not:
(1) | Purchase: (a) illiquid securities, (b) securities restricted as to resale (excluding securities determined by the Board to be readily marketable), or (c) repurchase agreements maturing in more than seven days if, as a result, more than 15% of each Portfolios 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 Trusts 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 transactions and (b) make initial or variation margin deposits in connection with futures contracts, options, currencies, or other permissable 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 Prospectuses and this SAI, as may be amended from time to time; or |
(6) | Except for the EQ/Equity Growth PLUS Portfolio and EQ/Mutual Large Cap Equity 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, swaps or currency transactions will not be deemed to constitute selling securities short. With respect to the EQ/Mutual Large Cap Equity 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 Portfolios 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. The EQ/Equity Growth PLUS Portfolio does not currently intend to sell securities short, unless it owns or has 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 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/Franklin Templeton Allocation Portfolio and the EQ/Quality Bond PLUS 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. |
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Each Portfolio may, notwithstanding any fundamental or non-fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company with substantially the same investment objective, policies and limitations as the Portfolio.
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 and without a vote of that Portfolios 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 All Asset Growth Alt 20 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. |
The following investment restrictions apply to the EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio, but are not fundamental. They may be changed for the Portfolio by the Board and without a vote of the Portfolios shareholders.
The EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio will not:
(1) | invest more than 15% of its net assets in illiquid securities. |
(2) | purchase securities on margin, except for short-term credit necessary for clearance of portfolio transactions and except that the EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio may make margin deposits or post other forms of collateral in connection with its use of options, futures, forward and spot currency contracts, swap transactions and other financial contracts or derivative instruments, and short positions. |
(3) | purchase securities of other investment companies, except to the extent permitted by the 1940 Act or the rules, orders or interpretations thereunder. 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. The EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio is prohibited from acquiring 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 EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio may, notwithstanding any fundamental or non-fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company with substantially the same investment objective, policies and limitations as the Portfolio.
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The following investment restrictions apply to each AXA Tactical Manager Portfolio, the EQ/AllianceBernstein Short-Term Bond Portfolio and the EQ/AllianceBernstein Short-Term Government Bond Portfolio, but are not fundamental. They may be changed for any Portfolio by the Board and without a vote of the affected Portfolios shareholders.
Each AXA Tactical Manager Portfolio, the EQ/AllianceBernstein Short-Term Bond Portfolio and the EQ/AllianceBernstein Short-Term Government Bond Portfolio will not:
(1) | invest more than 15% of its net assets in illiquid securities. |
(2) | 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. |
(3) | purchase securities of other investment companies, except to the extent permitted by the 1940 Act or the rules, orders or interpretations thereunder. 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. Each Portfolio is prohibited from acquiring 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. |
Each Portfolio may, notwithstanding any fundamental investment policy or limitation, invest all of its assets in the securities of a single open-end management investment company with substantially the same investment objective, policies and limitations as the Portfolio.
The following investment restrictions generally apply to each Strategic Allocation Portfolio, but are not fundamental. They may be changed for any Strategic Allocation Portfolio by the Board and without a vote of that Portfolios shareholders.
Each Portfolio may not:
(1) | Purchase: (a) illiquid securities, (b) securities restricted as to resale (excluding securities determined by the Board to be readily marketable), or (c) repurchase agreements maturing in more than seven days if, as a result, more than 15% of the Portfolios net assets 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 Trusts 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 Portfolios Prospectus and SAI, as may be amended from time to time; or |
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(6) | 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. |
Each Strategic Allocation Portfolio may, notwithstanding any fundamental or non-fundamental policy or limitation, invest all of its assets in the securities of a single open-end management investment company with substantially the same investment objective, policies and limitations as the Portfolio.
The EQ/Common Stock Index 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/International Value PLUS Portfolio, EQ/Boston Advisors Equity Income Portfolio, EQ/T. Rowe Price Growth Stock Portfolio, EQ/Equity Growth PLUS Portfolio, EQ/GAMCO Small Company Value Portfolio, EQ/Global Multi-Sector Equity Portfolio, EQ/Morgan Stanley 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/BlackRock Basic Value Equity 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 Franklin Small Cap Value Core Portfolio, EQ/Mutual Large Cap Equity Portfolio, EQ/Templeton Global Equity Portfolio, EQ/International ETF Portfolio, EQ/Mid Cap Value PLUS Portfolio, EQ/Large Cap Growth PLUS Portfolio, EQ/Large Cap Value PLUS Portfolio, EQ/Large Cap Core PLUS Portfolio, EQ/Van Kampen Comstock Portfolio, EQ/International Equity Index Portfolio, ATM Large Cap Portfolio, ATM Mid Cap Portfolio, ATM Small Cap Portfolio, EQ/AllianceBernstein Short-Term Bond Portfolio and EQ/AllianceBernstein Short-Term Government Bond Portfolio each has a policy that it will invest at least 80% of its net assets, plus borrowings for investment purposes, in a particular type of investment, as more fully set forth in the Prospectuses. Each such policy is subject to change only upon at least sixty (60) days prior notice to
INVESTMENT STRATEGIES AND RISKS
In addition to the Portfolios principal investment strategies discussed in the Prospectuses, each Portfolio, except certain excluded Portfolios (which currently include the All Asset Growth Alt 20 Portfolio, the EQ/Franklin Templeton Allocation Portfolio, the EQ/International ETF Portfolio and the Strategic Allocation Portfolios), 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 Portfolios own investment restrictions.
The All Asset Growth Alt 20 Portfolio, the EQ/Franklin Templeton Allocation Portfolio, the EQ/International ETF Portfolio, the Strategic Allocation Portfolios and the fund of funds portion of the EQ/Quality Bond PLUS Portfolio operate under a fund of funds structure, under which they invest in securities issued by other investment companies. The All Asset Growth Alt 20 Portfolio may invest in securities of other investment companies managed by the Manager (the Underlying Portfolios), exchange-traded securities of other registered investment companies (the Underlying ETFs) and U.S. government securities and money market instruments. The EQ/Franklin Templeton Allocation 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. The fund of funds portion of the EQ/Quality Bond PLUS Portfolio may invest in one or more Underlying Portfolios that either (i) seek to track a fixed-income securities benchmark index (before deduction of fees and expenses) or (ii) invest in securities included in a fixed-income securities benchmark index and use futures and options contracts to adjust the Underlying Portfolios overall duration to seek to hedge the risk of investing in a portfolio of debt securities during periods when interest rates may increase. Each Strategic Allocation Portfolio invests
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only in securities of other mutual funds managed by AXA Equitable (Underlying Portfolios), U.S. government securities and money market instruments, as further described below. Each Strategic Allocation Portfolio may also invest in other instruments as set forth in its Prospectus and as permitted by applicable law.
By investing in Underlying Portfolios and/or Underlying ETFs, these Portfolios (or portion thereof) 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 (or portion thereof) is directly related to the ability of the Underlying Portfolios and/or Underlying ETFs to meet their respective investment objectives, as well as the Managers allocation among the Underlying Portfolios and/or Underlying ETFs. Accordingly, the investment performance of each of these Portfolios (or portion thereof) 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 (or portion thereof) allocates to the Underlying Portfolios and/or Underlying ETFs utilizing such strategies. The Trusts May 1, 2012 Prospectuses and SAI (1940 Act File No. 811-07953) contain certain information about Underlying ETFs as well as additional information about 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, 2012 Prospectus and SAI for AXA Premier VIP Trust (1940 Act File No. 811-10509). For additional information regarding the Underlying ETFs, see their respective prospectus and SAI.
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 pools obligations to other investors have been satisfied. The subordinated securities may be more illiquid and less stable than other asset-backed securities.
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
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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 Portfolios 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 issuers 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 (OTC) 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 Portfolios may invest in collateralized debt obligations (CDOs). Such securities include collateralized bond obligations (CBOs), collateralized loan obligations (CLOs) and other similarly structured securities. CBOs, CLOs and other CDOs 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. The collateral can be from many different types of fixed income securities such as high yield debt, residential privately issued mortgage-related securities, commercial privately issued mortgage-related securities, trust preferred securities and emerging market debt. 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. Other CDOs are trusts backed by other types of assets representing obligations of various parties. CBOs, CLOs and other CDOs may charge management fees and administrative expenses.
For both CBOs, CLOs and other CDOs, the cash flows 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 trust or CLO trust or trust of another CDO typically has higher ratings and lower yields than its underlying securities, and can be rated investment grade. Despite the protection
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from the equity tranche, CBO, CLO or other CDO 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, CLO or other CDO securities as a class.
The risks of an investment in a CBO, CLO or other CDO can be significant and depend largely on the type of the collateral securities and the class of the instrument 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 CBOs, CLOs and other CDOs may be characterized by the Portfolios as illiquid securities; however, an active dealer market may exist for CBOs, CLOs and other CDOs allowing them to qualify for Rule 144A (under the 1933 Act) transactions. In addition to the normal risks associated with fixed income securities discussed elsewhere in this SAI and the Portfolios Prospectuses (e.g., interest rate risk and credit risk), CBOs, CLOs and other CDOs carry additional risks including, but 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 risk that Portfolios may invest in CBOs, CLOs and other 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 securitys 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, which is typically between one month and five years, 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 Portfolio 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. In this connection, there is a risk that instability in the markets can threaten the ability of a buyer to fulfill its obligation to deliver the underlying securities to the seller. 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. However, if a credit event occurs, the Portfolio generally must pay the Portfolio the full notional value of the swap in exchange for an equal face amount of deliverable obligations of the reference entity that may have little or no value. As the seller, a Portfolio would effectively add leverage
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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 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 Portfolios 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 Portfolios 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 is intended to ensure that the Portfolio has assets available to satisfy its obligations with respect to the transaction and limit any potential leveraging of the Portfolio. Such segregation or earmarking will not limit the Portfolios exposure to loss. To the extent that credit default swaps are entered into for hedging purposes or are covered as described above, the Manager believes such obligations do not constitute senior securities under the 1940 Act and, accordingly, will not treat them as being subject to the Portfolios senior security and borrowing restrictions.
In the case of a credit default swap sold by a Portfolio (i.e., where the Portfolio is selling credit default protection), the Portfolio may value the credit default swap at its notional amount in applying certain of the Portfolios investment policies and restrictions, but may value the credit default swap at market value for purposes of applying certain of the Portfolios other investment policies and restrictions.
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
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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 Portfolios investment policies, the Portfolios 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.
There have been numerous recent legislative initiatives to implement a new regulatory framework for the derivatives markets. Various rules have been proposed, but the impact and extent of the proposed rules is not certain and it not known when such rules may be adopted. New rules may limit the availability of certain derivatives, may make the use of derivatives by portfolios more costly, and may otherwise adversely impact the performance and value of derivatives.
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 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 is an equity security that is senior to a companys 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 companys 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
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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, 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, certain of the Portfolios 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 Portfolios assets and income. In addition, although a portion of a Portfolios 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 Portfolios 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 Portfolios assets are denominated may be
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devalued against the U.S. dollar, resulting in a loss to the Portfolio. Currency positions are not considered to be an investment in a foreign government for industry concentration purposes.
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 Portfolios 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 Portfolios 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 amount of the former foreign currency, approximating the value of some or all of the Portfolios 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 Portfolios 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 Portfolios 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.
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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 Portfolios 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 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 Portfolios 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 Portfolios 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/Equity Growth 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.
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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. 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 Advisers opinion, the pricing mechanism and liquidity are satisfactory and the participants are responsible parties likely to meet their contractual obligations. A Portfolios ability to engage in hedging and related option transactions may be limited by tax considerations (see the section entitled Taxation).
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 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 income or other withholding taxes that 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
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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 Portfolios 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.
A Portfolio that invests in foreign securities is subject to the risk that its share price may be exposed to arbitrage attempts by investors seeking to capitalize on differences in the values of foreign securities trading on foreign exchanges that may close before the time the Portfolios net asset value is determined. If such arbitrage attempts are successful, the Portfolios net asset value might be diluted. A Portfolios use of fair value pricing in certain circumstances (by adjusting the closing market prices of foreign securities to reflect what the Board believes to be their fair value) may help deter such arbitrage activities. The effect of such fair value pricing is that foreign securities may not be priced on the basis of quotations from the primary foreign securities market in which they are traded, but rather may be priced by another method that the Board believes reflects fair value. As such, fair value pricing is based on subjective judgment and it is possible that fair value may differ materially from the value realized on a sale of a foreign security. It is also possible that use of fair value pricing will limit an investment advisers ability to implement a Portfolios investment strategy (e.g., reducing the volatility of the Portfolios share price) or achieve its investment objective.
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 Market Securities below for additional risks.
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
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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 countrys 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 debtors 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.
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 issuers 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
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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 Portfolios 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 companys 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 companys 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 has approved certain procedures concerning a Portfolios 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 issuers registrar has entered into a contract with a Portfolios custodian containing certain protective conditions, including, among other things, the custodians 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.
European Securities. The European Unions (the EU) Economic and Monetary Union (the EMU) requires member countries to comply with restrictions on interest rates, deficits, debt levels, and inflation rates, and other factors, each of which may significantly impact every European country. The economies of EU member countries and their trading partners may be adversely affected by changes in the euros exchange rate, changes in EU or governmental regulations on trade, and the threat of default or default by an EU member country on its sovereign debt, which could negatively impact a Portfolios investments and cause it to lose money. Recently, the European financial markets have been negatively impacted by rising government debt levels; possible default on or restructuring of sovereign debt in several European countries, including Greece, Ireland, Italy, Portugal and Spain; and economic downturns. A European countrys default or debt restructuring would adversely affect the holders of the countrys debt and sellers of credit default swaps linked to the countrys creditworthiness and could negatively impact global markets more generally. Recent events in Europe have adversely affected the euros exchange rate and value and may continue to impact the economies of every European country.
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
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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.
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 a Portfolio to engage in foreign currency transactions designed to protect the value of a Portfolios 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 Portfolios 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 Portfolios assets denominated in those currencies.
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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 Asias 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 Portfolios ability to exchange local currencies for U.S. dollars; (i) greater governmental involvement 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 Chinese economy 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 Peoples Republic of China by the Communist Party in 1949, the Chinese government renounced various debt obligations incurred by Chinas 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 Taiwans economy and could negatively affect its stock market. China has committed by treaty to preserve Hong Kongs 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
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segregation, either on the records of the Advisers or with the Trusts custodian, of cash or other liquid securities in an amount equal to or greater than, on a daily basis, the amount of the Portfolios 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 Portfolios other assets. Where such purchases are made through dealers, a Portfolio relies on the dealer to consummate the sale. The dealers 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 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 Portfolios 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.
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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 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 counterparty 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 Commodity Futures Trading Commission (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 Portfolios 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 Portfolios 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 Portfolios 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 Portfolios having more than 10% or 15%, as applicable, of its assets invested in illiquid or not readily marketable securities.
Rule 144A Securities will be considered illiquid, and therefore subject to a Portfolios limit on the purchase of illiquid securities, unless the Board or its delegates determines that the Rule 144A Securities
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are liquid. In reaching liquidity decisions, the Board 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 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 issuers 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.
Inflation-Indexed Securities . Certain Portfolios may invest in U.S. Treasury securities the principal value of which is adjusted daily in accordance with changes in the Consumer Price Index. The principal value of those inflation-indexed securities declines in periods of deflation, but at maturity holders receive no less than par. If inflation is lower than expected during the period a Portfolio holds an inflation-indexed security, the Portfolio may earn less on it than on a conventional bond. Inflation-indexed securities are expected to react primarily to changes in the real interest rate ( i.e. , the nominal, or stated, rate less the rate of inflation), while a typical bond reacts to changes in the nominal interest rate. Accordingly, inflation-indexed securities have characteristics of fixed-rate U.S. Treasury securities having a shorter duration. Changes in market interest rates from causes other than inflation will likely affect the market prices of inflation-indexed securities in the same manner as conventional bonds. Any increase in the principal value of an inflation-indexed security is taxable in the year the increase occurs, even though its holders do not receive cash representing the increase until the security matures, and the amount of that increase must be distributed each taxable year to its shareholders. See the Taxation section of this SAI. Thus, each Portfolio that invests therein could be required, at times, to liquidate other investments in order to satisfy its distribution requirements.
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 Portfolios 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 All Asset Growth Alt 20 Portfolio, EQ/Franklin Templeton Allocation Portfolio, EQ/International ETF Portfolio, Strategic Allocation Portfolios and the fund of funds portion of the EQ/Quality Bond PLUS Portfolio invest substantially all of their assets in the securities of other investment companies in reliance on exemptions under the 1940 Act that allow the
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Portfolios to invest in other investment companies in excess of the limits described above. 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). In general, 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 Portfolios expenses (management fees and operating expenses), shareholders will also indirectly (through the Portfolio) bear similar expenses of such funds. PFICs in which a Portfolio may invest may also include foreign corporations other than such investment 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 generally are a type of investment company (or similar entity), the shares of which are bought and sold on a securities exchange. An ETF represents a portfolio of securities (or other assets) generally 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. Many ETFs have obtained exemptive relief from the SEC to permit other investment companies (such as the Portfolios) to invest in their shares beyond the statutory limits on investments in other investment companies described above, subject to certain conditions and pursuant to contractual arrangements between the ETFs and the investing funds. A Portfolio may rely on these exemptive orders in investing in ETFs. 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 Moodys Investors Service, Inc. (Moodys), BBB or higher by Standard & Poors (S&P) Rating Services, a division of The McGraw-Hill Companies, Inc., 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. If a security is downgraded, the Adviser will reevaluate the holding to determine what action, including the sale of such security, is in the best interest of investors.
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 Moodys, BB or lower by S&P 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 issuers continuing ability to meet principal and interest payments. (Each NRSROs descriptions of these bond ratings are set forth in the Appendix B to this SAI.) Because investment in lower quality securities involves greater investment risk, achievement of a Portfolios investment objective will be more dependent on the Advisers 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
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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 Portfolios Adviser(s) to not rely exclusively on ratings issued by credit rating agencies but to supplement such ratings with the Advisers 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 Trusts Board. 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 bonds value will decrease in a rising interest rate market, as will the value of the Portfolios 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 Portfolios expenses can be spread and possibly reducing the Portfolios 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. Moodys, 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 Moodys, S&P and Fitch is included in Appendix B to this SAI. The process by which Moodys, S&P and Fitch determine ratings generally 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 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 bonds 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 issuers current financial condition may be better or worse than the rating indicates. There is a risk that rating agencies may downgrade a bonds rating. Subsequent to a bonds 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.
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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 issuers 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.
Commodity-linked Notes. The EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio may invest in commodity-linked notes which are privately negotiated structured debt securities indexed to the return of an index, such as the Dow Jones-UBS Commodity Index Total Return, which is representative of the commodities market. They are available from a limited number of approved counterparties, and all invested amounts are exposed to the dealers credit risk. Commodity-linked notes may be leveraged. Commodity-linked notes also are subject to counterparty risk. Investments linked to the prices of commodities, including commodity-linked notes, are considered speculative. The values of commodity-linked notes are affected by events that might have less impact on the values of stocks and bonds. Prices of commodities and related contracts may fluctuate significantly over short periods due to a variety of factors, including changes in supply and demand relationships, weather, agriculture, fiscal, and exchange control programs, disease, pestilence, and international economic, political, military and regulatory developments. In addition, the commodity markets may be subject to temporary distortions and other disruptions due to, among other factors, lack of liquidity, the participation of speculators, and government regulation and other actions. These circumstances could adversely affect the value of the commodity-linked notes and make commodity-linked notes more volatile than other types of investments. Commodity-linked notes may have substantial risks, including risk of loss of a significant portion of their principal value.
Exchange-Traded Notes (ETNs). The EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio may invest in ETNs, which are a type of unsecured, unsubordinated debt security that have characteristics and risks similar to those of fixed-income securities and that trade on a major exchange during normal trading hours similar to shares of ETFs. However, investors can also hold the ETN until maturity, at which time, the issuer would give the investor a cash amount that would be equal to principal amount (subject to the days index factor). This type of debt security differs from other types of bonds and notes because ETN returns are based upon the performance of a market index minus applicable fees, no period coupon payments are distributed, and no principal protection exists. The value of an ETN may be influenced by time to maturity, level of supply and demand for the ETN, volatility and lack of liquidity in underlying commodities or securities markets, changes in the applicable interest rates, changes in the issuers credit rating and economic, legal, political or geographic events that affect the referenced commodity or security. An investors decision to sell its ETN holdings may also be limited by the availability of a secondary market. If an investor must sell some or all of its ETN holdings and the secondary market is weak, it may have to sell such holdings at a discount. ETNs are also subject to counterparty credit risk and fixed income risk.
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
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no assurance that the liquidation of collateral from a secured loan or other direct indebtedness would satisfy the corporate borrowers 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 companys 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 Trusts 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) 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 lenders 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 Portfolios 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 Portfolios 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 Portfolios 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 Advisers 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.
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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 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 markets 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 borrowers 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
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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 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 Portfolios 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, the AXA Tactical Manager Portfolios, the EQ/AllianceBernstein Short-Term Bond Portfolio and the EQ/AllianceBernstein Short-Term Government Bond Portfolio each 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
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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 counterparty to repurchase similar (same type, coupon and maturity) but not identical securities on a specified future date at a pre-determined price. 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 Advisers ability to manage mortgage prepayments. There is no assurance that mortgage dollar rolls can be successfully employed. A dollar roll transaction can be viewed as a collateralized borrowing in which a Portfolio pledges a mortgage-related security to a dealer to obtain cash. However, in a dollar roll transaction, the dealer with which the Portfolio enters into a transaction is not obligated to return the same securities as those originally sold by the Portfolio, but generally only securities which are substantially identical. To be considered substantially identical, the securities returned to a Portfolio generally must: (1) be collateralized by the same types of underlying mortgages; (2) be issued by the same agency and be part of the same program; (3) have a similar original stated maturity; (4) have identical net coupon rates; (5) have similar market yields (and therefore price); and (6) satisfy good delivery requirements, meaning that the aggregate principal amounts of the securities delivered and received back must be within 0.01% of the initial amount delivered. All cash proceeds from dollar roll transactions will be invested in instruments that are permissible investments for the Portfolio. The Portfolio will maintain until the settlement date the segregation, either on the records of the Adviser or with the Trusts custodian, of cash or other liquid securities in an amount not less than the forward purchase price. Because dollar roll transactions may be for terms ranging between one and six months, dollar roll transactions may be deemed illiquid and subject the risks of investing in illiquid securities as well as to a Portfolios overall limitations on investments in illiquid securities.
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 municipals if the interest thereon is exempt from federal income tax (even though it is subject to the federal alternative minimum tax). Private activity bonds are issued by or on behalf of public authorities to obtain funds for various privately operated manufacturing
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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 stocks. Preferred stocks have the right to receive specified dividends before the payment of dividends 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, while non-cumulative preferred stock does not. Some preferred stocks also participate in dividends 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 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 Portfolios open positions in futures contracts) would be required to designate the segregation, either on the records of the Advisers or with the Trusts custodian, in 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
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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 Trusts 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.
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
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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 Prospectuses 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 Trusts 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.
Options Transactions. 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 Trusts custodian, of cash or other liquid assets in an amount equal to or greater than the exercise price of the put option. EQ/Equity Growth 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 Trusts 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.
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
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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 Portfolios 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 Portfolios 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. If a Portfolio writes a put option, it will cover the position as required by the 1940 Act. A Portfolio may cover a put option by, for example, maintaining the segregation, either on the records of the Advisers or with the Trusts custodian, of cash or other liquid assets 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
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risk of either strategy 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 increase the Portfolios total investment return or to protect its 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 increase the Portfolios total investment return or to protect a Portfolios 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 contracts 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 increasing the Portfolios total investment return or hedging against the risk of unfavorable price movements adversely affecting the value of a Portfolios 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 Portfolios 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 the difference between the exercise price of the option and the value of the underlying stock index on the exercise date, multiplied by a fixed index multiplier.
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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 S&P 500 or the NYSE Composite Index, or a narrower market index such as the S&P 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.
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 options 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.
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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 contract may vary either up or down from the previous days 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. In addition, transaction costs associated with investments in futures contracts may be significant, which could cause or increase losses or reduce gains.
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 Portfolios 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 Portfolios underlying instruments sought to be hedged.
Successful use of futures contracts by a Portfolio for hedging purposes is also subject to a Portfolios ability to correctly predict movements in the direction of the market and other economic factors. 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 Portfolios 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 Prospectuses, 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. If a Portfolio has insufficient cash, it may have to sell securities from its portfolio at a time when it may be disadvantageous to do so. 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
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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 CFTCs regulations and the rules of the National Futures Association and any domestic exchange, including the right to use reparations proceedings before 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 Portfolios 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 Portfolios 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 Portfolios position, it may forfeit the entire amount of the premium plus related transaction costs.
Participatory Notes. A Portfolio may invest in participatory notes (commonly known as P-Notes) issued by banks or broker-dealers that are designed to replicate the performance of certain issuers and markets. Participatory notes are a type of equity-linked derivative which generally are traded over-the-counter. The performance results of participatory notes will not replicate exactly the performance of the issuers or markets that the notes seek to replicate due to transaction costs and other expenses. Investments in participatory notes involve the same risks associated with a direct investment in the shares of the companies the notes seek to replicate. In addition, participatory notes are subject to counterparty risk, which is the risk that the broker-dealer or bank that issues the notes will not fulfill its contractual obligation to complete the transaction with a Portfolio. Participatory notes constitute general unsecured contractual obligations of the banks or broker-dealers that issue them, and a Portfolio is relying on the creditworthiness of such banks or broker-dealers and has no rights under a participatory note against the issuers of the securities underlying such participatory notes. Participatory notes involve transaction costs. Participatory notes may be considered illiquid and, therefore, participatory notes considered illiquid will be subject to a Portfolios percentage limitation on investments in illiquid securities.
Preferred Stocks. 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.
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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 Portfolios 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 Portfolios 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 sellers 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 banks whose creditworthiness is determined to be satisfactory by the Portfolios 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 sellers repurchase agreement, including the security subject to the repurchase agreement, for satisfaction of the sellers 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). Certain Portfolios may invest up to 15% of their respective net assets in real estate companies, including REITs. Risks associated with investments in securities of real estate companies include those discussed above in Real Estate Industry Investing.
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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 realized gains under the 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.
Risks associated with investments in securities of real estate companies include those discussed above in Real Estate Industry Investing.
Reverse Repurchase Agreements, Dollar Rolls and Sale-Buyback Transactions. 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, a 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. During the term of the agreement, a Portfolio will continue to receive any principal and interest payments on the underlying security. Reverse repurchase agreements may be viewed as the borrowing of money by the Portfolio. A Portfolios investment of the proceeds of a reverse repurchase agreement may be viewed as creating leverage in the Portfolio. A 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 Trusts 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 Portfolios 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 Portfolios 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 Portfolios obligation to repurchase
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the securities, and a Portfolios use of the proceeds of the reverse repurchase agreement may effectively be restricted pending such decision, which could adversely affect the Portfolio.
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 at a pre-determined price. 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 Trusts custodian, of cash or other liquid securities having a value not less than the forward purchase price (including accrued interest) and will subsequently monitor the account to ensure that its value is maintained. See Mortgage Dollar Rolls for more information.
A Portfolio also may effect simultaneous purchase and sale transactions that are known as sale-buybacks. A sale buyback is similar to a reverse repurchase agreement, except that in a sale-buyback, the counterparty who purchases the security is entitled to receive any principal or interest payments made on the underlying security pending settlement of the Portfolios repurchase of the underlying security. A Portfolios obligations under a sale-buyback typically would be offset by liquid assets in an amount not less than the amount of the Portfolios forward commitment to repurchase the subject security.
Time and Demand Deposits . Time deposits are interest-bearing non-negotiable deposits at a bank or a savings and loan association that have a specific maturity date. A time deposit earns a specific rate of interest over a definite period of time. Time deposits may be withdrawn on demand by the investor, but may be subject to early withdrawal penalties that vary depending upon market conditions and the remaining maturity of such deposits. There are no contractual restrictions on the right to transfer a beneficial interest in a time deposit to a third party, but there is no secondary market for such deposits. Demand deposits are accounts at banks and financial institutions from which deposited funds can be withdrawn at any time without notice to the depository institution. The majority of demand deposit accounts are checking and savings accounts. Non-interest bearing demand deposit accounts are fully insured by the Federal Deposit Insurance Corporation (FDIC) until December 31, 2013, and interest-bearing demand deposit accounts are insured by the FDIC only up to $250,000.
Time deposits are subject to the same risks that pertain to domestic issuers of money market instruments, most notably credit risk (and to a lesser extent, income risk, market risk, and liquidity risk). In addition, time deposits of foreign branches of U.S. banks and foreign branches of foreign banks may be 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 of government regulation of financial markets, and expropriation or nationalization of foreign issuers. Demand deposits are subject to general market and economic as they are usually considered part of the money supply. In addition, demand deposits are subject to risks of fraud. As access to demand deposits (e.g., via ATMs and online banking) has increased, so have the ways to carry out fraudulent schemes. Demand deposit fraud can take many forms, such as phishing schemes, cross-channel and check fraud.
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, a 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. A Portfolio has the right to terminate a loan at any time. A Portfolio does not have the right to vote on securities while they are on loan, but the Portfolios 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 Portfolios interests. A Portfolio has the right to call each loan and obtain the securities on one standard settlement periods notice or, in connection with the securities trading on foreign markets, within such longer period
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for purchases and sales of such securities in such foreign markets. A lending Portfolio will receive collateral consisting of cash, U.S. government securities, letters of credit or such other collateral as may be permitted under a Portfolios 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 of credit or securities, the borrower will pay the Portfolio a loan premium fee. The Portfolio may participate in securities lending programs 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 Portfolios 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 Portfolios 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. To the extent that a Portfolio engages in short sales, it will provide collateral to the broker-dealer arranging the short sale and (except in the case of short sales against the box) will maintain additional asset coverage in the form of segregated or earmarked assets that the Manager or Adviser determines to be liquid in accordance with procedures established by the Board of Trustees and that is equal to the current market value of the securities sold short, or will ensure that such positions are covered by offsetting positions, until the Portfolio replaces the borrowed security. 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/Mutual Large Cap Equity Portfolio, not more than 10% of a Portfolios 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.
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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.
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 and the AXA Tactical Manager Portfolios 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 and the AXA Tactical Manager Portfolios 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 Portfolios and the AXA Tactical Manager Portfolios 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. Swap agreements are two party contracts entered into primarily by institutional investors for periods ranging from a few weeks to more than one year. A standard swap contract is an agreement between two parties to exchange the return generated by one instrument for the return (or differential in rate of return) generated by another instrument. The payment streams are calculated by reference to a specified security or index and agreed upon notional amount. The notional amount of the swap agreement is only used as a basis on which to calculate the obligations that the parties to a swap agreement have agreed to exchange. The term specified index includes, but is not limited to, currencies, fixed interest rates, prices and total return on interest rate indices, price 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 or to swap a single or periodic fixed amount(s) (or premium) for periodic amounts based on the movement of a specified index.
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). Thus, a Portfolios obligations
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(or rights) under a swap agreement generally will be equal only to the net amount to be paid or received under the agreement based on the relative values of the positions held by each party to the agreement (the net amount). A Portfolios 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 counterparty will be covered by, for example, designating the segregation, either on the records of the Portfolios Adviser or with the Trusts custodian, of cash, receivables or other liquid assets. To the extent that the net amount owed to a swap counterparty is covered by an offsetting position or with cash, receivables or liquid assets, the Manager believes that such obligation does not constitute a senior security under the 1940 Act and, accordingly, will not treat it as being subject to a Portfolios senior security or borrowing restrictions. With respect to swap transactions that are not entered into on a net basis, a Portfolio will cover its obligation under any such transaction in a manner consistent with the 1940 Act so that the obligation does not constitute a senior security under the 1940 Act. A Portfolio may enter into OTC swap transactions in accordance with guidelines established by the Board of Trustees. Pursuant to these guidelines, the Portfolio may only enter into OTC swap transactions where its Adviser has deemed the counterparties to be creditworthy and such counterparties have been approved by the Manager.
Swaps generally do not involve the delivery of securities, other underlying assets, or principal. Accordingly, unless there is a counterparty default, the risk of loss with respect to swaps is limited to the net amount of payments a Portfolio is contractually obligated to make. If the other party to a swap defaults, a Portfolios risk of loss consists of the net amount of payments that the Portfolio contractually is entitled to receive. If there is a default by the counterparty to a swap transaction, a Portfolio will have contractual remedies under the transaction agreement(s). 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. For purposes of applying a Portfolios investment policies and restrictions (as stated in the Prospectus and this Statement of Additional Information), swap agreements generally are valued by the Portfolio at market value. In addition, because they are two party contracts and because they may have terms greater than seven days, some swap agreements may be considered to be illiquid.
The use of swaps is a highly specialized activity which involves investment techniques and risks (such as counter-party risk) different from those associated with ordinary portfolio securities transactions. If a Portfolios Adviser is incorrect in its forecasts of applicable market factors, such as 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. In addition, it is possible that developments in the swap market, including potential government regulation, could adversely affect a Portfolios ability to terminate existing swap agreements or to realize amount to be received under such agreements.
A Portfolio may enter into a variety of swap transactions, including total return swaps, inflation swaps, currency swaps, credit default swaps (which are discussed earlier in this SAI), interest rate swaps, caps, floors and swap options. Total return swap agreements are contracts in which one party agrees to make periodic payments to another party during a specified period of time based on the change in market value of the assets underlying the contract, which may include a specified security, basket of securities or securities indexes, in return for periodic payments based on a fixed or variable interest rate or the total return from other underlying assets. Total return swap agreements are often used to obtain exposure to a security or market without owning or taking physical custody of such security or investing directly in such market. The value of the swap position as well as the payments required to be made by a Portfolio or a counterparty will increase or decrease depending on the changes in the value of the underlying asset(s).
Inflation swaps into which a Portfolio may enter generally are contracts in which one party agrees to pay the cumulative percentage increase in a price index (the Consumer Price Index with respect to CIP swaps) over the term of the swap (with some lag on the inflation index), and the other pays a compounded fixed rate.
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Currency swaps involve the individually negotiated exchange by one party with another party of a series of payments in specified currencies. 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. In addition, a Portfolio may enter into currency swaps that 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. Currency swaps may involve initial and final exchanges that correspond to the agreed upon notional amount.
Interest rate swaps involve the exchange between two parties of payments calculated by reference to specified interest rates ( e.g. , an exchange of floating rate payments for fixed rate payments). The purchase of an interest rate cap entitles the purchaser, to the extent that a specified index exceeds a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate cap. The purchase of an interest rate floor entitles the purchaser, to the extent that a specified index falls below a predetermined interest rate, to receive payments of interest on a notional principal amount from the party selling such interest rate floor. Caps and floors may be less liquid than swaps. In addition, the value of interest rate transactions will fluctuate based on changes in interest rates.
An option on a swap agreement, also called a swaption, is an option that gives the buyer the right, but not the obligation, to enter into a swap on a future date in exchange for paying a market-based premium. A receive swaption gives the owner the right to receive the total return of a specified asset, reference rate, or index. A payer swaption gives the owner the right to pay the total return of a specified asset, reference rate, or index. A purchaser of a swaption risks losing only the amount of the premium it has paid should it decide to let the option expire, whereas the seller of a swaption is subject to the risk that it will become obligated if the option is exercised. Swaptions also include options that allow an existing swap to be terminated or extended by one of the counterparties.
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).
On August 5, 2011, S&P lowered its long-term sovereign credit rating on the U.S. to AA+ from AAA. In reaching its decision, S&P cited the delay by the U.S. government in raising the U.S. debt ceiling and the related fiscal policy debate. The downgrade of the U.S. long-term sovereign credit rating by S&P has raised concerns about the potential impact of the downgrade and further credit rating downgrades. While the ramifications of the downgrade on U.S. government securities are uncertain, it could adversely affect the liquidity of U.S. government securities held by a Portfolio. In addition, the downgrade could lead to increased interest rates and volatility in the short-term.
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
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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 investors 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 and Payment in-Kind Bonds. As indicated in Appendix A, certain of the Portfolios may invest in zero-coupon or payment-in-kind bonds or both. Zero-coupon bonds are issued at a significant discount from their principal amount (referred to as original issue discount or OID) and pay interest only at maturity rather than at intervals during the life of the security. Payment-in-kind bonds allow the issuer, at its option, to make current interest payments on the bonds in additional bonds rather than in cash. Zero coupon and payment-in-kind bonds thus allow an issuer to avoid the need to generate cash to meet current interest payments. Accordingly, those bonds may involve greater credit risks, and their value is subject to greater fluctuation in response to changes in market interest rates, than bonds that pay interest in cash currently. Even though such bonds do not pay current interest in cash, a Portfolio is nonetheless required annually to accrue interest income on them for federal income tax purposes investments and to distribute the amount of that interest at least annually to its shareholders. See the Taxation section of this SAI. Thus, each Portfolio that invests therein 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, within and outside the control of a Portfolio, the Manager and the Adviser(s), investment strategy changes, changes in an Advisers 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 Portfolios Adviser will consider the economic effects of portfolio turnover but generally will not treat a Portfolios annual portfolio turnover rate as 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. The portfolio turnover rates for a Portfolio are disclosed in the sections Portfolio Turnover and Financial Highlights of the Portfolios Prospectus.
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. Except as noted below, 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
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Managers website which is located at http://www.axa-equitable.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. With respect to the Trusts funds of funds Portfolios (i.e. All Asset Growth Alt 20 Portfolio, EQ/International ETF Portfolio, EQ/Franklin Templeton Allocation Portfolio and the Strategic Allocation Portfolios) information regarding such Portfolios holdings information is available daily, on a one-day lag, upon request and at www.axa-equitable.com.
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 (Evaluation Associates LLC, Rocaton Investment Advisors, LLC and Standard & Poors Investment Advisory Services LLC). Each of these third parties receives current portfolio holdings information at month ends, with the exception of Vestek, which receives such information daily. 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 purposes of each Portfolio to the following service providers and other organizations: AXA Equitable; the Manager; the Advisers; the independent registered public accounting firm; the custodian; the administrator; the sub-administrator; the transfer agent; counsel to the Portfolios or the non-interested trustees; regulatory authorities; the Investment Company Institute; pricing services (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, 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 (PricewaterhouseCoopers LLP); marketing research services (Strategic Insights); portfolio analysis services (Barra TotalRisk System); commission tracking (Cogent 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.); over the counter derivative products and portfolio holdings (State Street Bank and Trust Company); ratings agencies (S&P, Moodys); 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, Broadridge Financial Solutions, Inc. and Glass Lewis & Co.). 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 Trusts Chief Financial Officer or Vice President, subject to the approval of FMG LLCs Legal and Compliance Group and the Trusts 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 LLCs 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.
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FMG LLC 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 LLCs 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 LLCs Legal and Compliance Group and the Trusts Chief Compliance Officer monitor and review any potential conflicts of interest between the Portfolios shareholders and the Manager, distributor and their affiliates that may arise from the potential release of portfolio holdings information. The Trusts Board approved this policy and determined that it is in the best interest of the Portfolios. The Board oversees implementation of this policy and receives quarterly reports from the Trusts Chief Compliance Officer regarding any violations or exceptions to this policy that were granted by FMG LLCs Legal and Compliance Group.
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The Board of Trustees
The Trusts Board is responsible for the overall management of the Trust and the Portfolios, including general supervision and review of the Portfolios investment activities and their conformity with federal and state law as well as the stated policies of the Portfolios. The Board elects the officers of the Trust who are responsible for administering the Trusts day-to-day operations. The Trustees of the Trust are identified in the table below along with information as to their principal business occupations held during the last five years and certain other information.
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
During Past 5 Years |
|||||
Interested Trustees | ||||||||||
Steven M. Joenk* 1290 Avenue of the Americas,
New York, New
York
|
Trustee, Chairman, President and Chief Executive Officer | Trustee, Chairman from September 2004 to present, Chief Executive Officer, President from December 2002 to present |
From May 2011 to present, President, Chief Executive Officer and Chairman, FMG LLC; from September 1999 to present, Senior Vice President AXA Equitable; from September 2004 to April 2011, President, AXA Equitables Funds Management Group (FMG) unit; from July 2004 to present, Senior Vice President, MONY Life Insurance Company and MONY Life Insurance Company of America and Director, MONY Capital Management, Inc., Director and President, 1740 Advisers, Inc., Director, Chairman of the Board and President, MONY Asset Management, Inc. and Enterprise Capital Management; from January 2005 to January 2011, Director, MONY Financial Resources of Americas Limited and; from November 2005 to present, Director MONY International Holdings, LLC. |
83 | None | |||||
Independent Trustees | ||||||||||
Theodossios Athanassiades c/o EQ Advisors Trust 1290 Avenue of the Americas New York, New York 10104 (73) |
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. | 63 | From 1994 to 2006, Director of Atlantic Bank of New York. |
* | Affiliated with the Manager and/or the Distributor. |
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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 |
|||||
Jettie M. Edwards c/o EQ Advisors Trust 1290 Avenue of the Americas New York, New York 10104 (65) |
Trustee | From March 1997 to present | Retired. From 1986 to 2001, Partner and Consultant, Syrus Associates (business and marketing consulting firm). | 63 | From 1997 to 2010, Director, Old Mutual Funds II (12 portfolios); from 2008 to 2009, Director, Old Mutual Funds III (13 portfolios). | |||||
David W. Fox c/o EQ Advisors Trust 1290 Avenue of the Americas New York, New York 10104 (80) |
Trustee |
From May 2000 to present; from
July 2002 to September 2011, Lead Independent Trustee |
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. | 63 | From 2004 to 2009, Director, Miami Corporation; 1987 to 2008, Director of USG Corporation. | |||||
William M. Kearns, Jr c/o EQ Advisors Trust 1290 Avenue of the Americas New York, New York 10104 (76) |
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; from 1998 to 2002, Vice Chairman, Keefe Managers, Inc. (money management firm); and from 2008 to present, Chairman, Keefe Ventures, LLC. | 63 | Lead Director from 2008 to present and from 1991 to present, Director, Transistor Devices, Inc. From 1999 to 2010, Advisory Director, Alexander Proudfoot (consulting firm). From 2001 to present, Advisory Director, Gridley & Company LLC. From 2002 to 2009, Director, United States Shipping Partners LLC. From 2005 to 2009, Lead Director, and from 1975 to 2009, Director, Selective Insurance Group, Inc. | |||||
Christopher P.A. Komisarjevsky c/o EQ Advisors Trust 1290 Avenue of the Americas New York, New York 10104 (67) |
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 Council. From 1998 to 2005, 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. | 63 | None | |||||
Harvey Rosenthal c/o EQ Advisors Trust 1290 Avenue of the Americas New York, New York 10104 (69) |
Trustee | From March 1997 to present | Retired. From 1994 to 1996, President and Chief Operating Officer of Melville Corporation. From 1984-1994 President and Chief Executive Officer of the CVS Division of Melville Corporation. | 63 | From 1997 to present, Director, LoJack Corporation. |
60
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 |
|||||
Gary S. Schpero c/o EQ Advisors Trust 1290 Avenue of the Americas New York, New York 10104 (58) |
Lead Independent Trustee |
From May 2000 to present; from September
2011 to present, Lead Independent Trustee |
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. | 63 | None | |||||
Kenneth L. Walker c/o EQ Advisors Trust 1290 Avenue of the Americas New York, New York 10104 (60) |
Trustee | From January 2012 | From May 2002 to present, Partner, The Capital Management Corporation (investment advisory firm); and from 1988 to 2001, President of a subsidiary of T. Rowe Price Associates (investment advisory firm). | 63 | None. | |||||
Caroline L. Williams c/o EQ Advisors Trust 1290 Avenue of the Americas New York, New York 10104 (66) |
Trustee | From January 2012 | From July 2010 to present, Executive Vice President Finance, from December 2007 to May 2005, Consultant and from May 2001 to May 2005, Chief Financial and Investment Officer, Nathan Cummings Foundation (non-profit organization); from 1988 to 1992, Managing Director, from 1982 to 1988, Senior Vice President, from 1978 to 1982, Vice President and from 1971 to 1976, Associate, Donaldson, Lufkin & Jenrette Securities Corporation (investment bank). | 63 | From 1997 to 2009, Director, Hearst-Argyle Television. |
** | Each Trustee serves until his or her resignation or retirement. |
| The registered investment companies in the fund complex include AXA Premier VIP 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. |
Qualifications and Experience of the Trustees
In addition to the information set forth in the table above, the following sets forth additional information about the qualifications and experience of each of the Trustees.
Steven M. Joenk Mr. Joenk has a background in financial services industry, senior management experience with multiple insurance companies, investment management firms and investment companies and multiple years of service as an officer, Trustee and Chairman of the Trust.
Theodossios Athanassiades Mr. Athanassiades has a background in the financial services industry, experience overseeing and managing a life insurance company, and multiple years of service as a Trustee of the Trust.
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Jettie Edwards Ms. Edwards has business management experience, including several years as a consultant to investment management firms, with multiple years of service as a Trustee to the Trust and other mutual fund complexes.
David W . Fox Mr. Fox has a background in the financial services industry, prior experience in senior management positions with a bank and a national securities exchange, service on the board of publicly-traded operating companies and multiple years of service as a Trustee to the Trust.
William M. Kearns, Jr. Mr. Kearns has a background in the financial services industry, experience in senior management positions with investment management firms and private investment funds, service on the boards of operating companies and multiple years of service as a Trustee of the Trust.
Christopher P.A. Komisarjevsky Mr. Komisarjevsky has experience in senior management positions with global firms providing business consulting services and multiple years of service as a Trustee of the Trust.
Harvey Rosenthal Mr. Rosenthal has experience in senior management positions with a large publicly-traded corporation and multiple years of service as a Trustee of the Trust.
Gary S. Schpero Mr. Schpero has experience as the managing partner of the investment management practice group at a large international law firm and multiple years of service as a Trustee of the Trust.
Kenneth L. Walker Mr. Walker has a background in the financial services industry and senior management experience with investment management firms.
Caroline L. Williams Ms. Williams has a background in the financial services industry, senior management experience with an investment banking firm and multiple years of service on the boards of public and private companies and organizations.
Board Structure. The Board currently is comprised of ten Trustees, nine of which are not interested persons (as that term is defined in the 1940 Act) of the Trust (Independent Trustees). Steven M. Joenk, who, among other things, serves as Chairman of the Board, is an interested person (as that term is defined in the 1940 Act) of the Trust. The Board has appointed Gary S. Schpero to serve as Lead Independent Trustee. The Trusts Lead Independent Trustee is recommended by the Trusts Nominating and Compensation Committee and approved by the full Board. The Lead Independent Trustee, among other things, chairs meetings of the Independent Trustees, serves as a spokesperson for the Independent Trustees and serves as a liaison between the Independent Trustees and the Trusts management between Board meetings.
The Board holds five regular meetings each year to consider and address matters involving the Trust and its Portfolios. The Board also may hold special meetings to address matters arising between regular meetings. The Independent Trustees also regularly meet outside the presence of management and are advised by independent legal counsel. These meetings may take place in-person or by telephone.
The Board has established a committee structure that includes an Audit Committee and a Nominating and Compensation Committee (discussed in more detail below). All Independent Trustees are members of each of these Committees, which allows all of the Independent Trustees to participate in the full range of the Boards oversight responsibilities. The Board reviews its structure regularly and believes that its leadership structure, including the appointment of a Lead Independent Trustee, is appropriate given the asset size of the Trust, the number of Portfolios offered by the Trust, the number of Trustees overseeing the Trust and the Boards oversight responsibilities, as well as the Trusts business activities, manager of managers advisory structure and its use as an investment vehicle in connection with the Contracts and retirement plans.
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Risk Oversight. Consistent with its responsibility for oversight of the Trust and its Portfolios, the Board, among other things, oversees risk management of each Portfolios investment program and business affairs directly and through the committee structure that it has established. Risks to the Portfolios include, among others, investment risk, credit risk, liquidity risk, valuation risk and operational risk, as well as the overall business risk relating to the Portfolios. The Board has adopted, and periodically reviews, policies and procedures designed to address these risks. Under the overall supervision of the Board, the Manager and other service providers to the Portfolios also have implemented a variety of processes, procedures and controls to address these risks. Different processes, procedures and controls are employed with respect to different types of risks. These processes include those that are embedded in the conduct of regular business by the Board and in the responsibilities of officers of the Trust and other service providers.
The Board requires senior officers of the Trust, including the President, Chief Financial Officer and Chief Compliance Officer (CCO), to report to the full Board on a variety of matters at regular and special meetings of the Board, including matters relating to risk management. The Chief Financial Officer also reports regularly to the Board and to the Audit Committee on the Trusts internal controls and accounting and financial reporting policies and practices. The Board and the Audit Committee also receive regular reports from the Trusts independent registered public accounting firm on internal control and financial reporting matters. On at least a quarterly basis, the Board meets with the Trusts CCO, including meetings in executive session, to discuss issues related to portfolio compliance and, on at least an annual basis, receives a report from the CCO regarding the effectiveness of the Trusts compliance program. In addition, the Board also receives reports from the Manager on the investments and securities trading of the Portfolios, as well as reports from the Valuation Committee (discussed below in the section Purchase and Pricing of Shares) regarding the valuation of those investments. The Board also receives reports from the Trusts primary service providers on a periodic or regular basis, including the Advisers to the Portfolios as well as the Trusts custodian, distributor and sub-administrator. The Board also requires the Manager to report to the Board on other matters relating to risk management on a regular and as-needed basis.
Committees of the Board
The Board has two standing committees, each of which consists of all of the Independent Trustees: the Audit Committee and the Nominating and Compensation Committee. The Audit Committees function is to oversee the Trusts accounting and financial reporting policies and practices and its internal controls, oversee the quality and objectivity of the Trusts financial statements and the independent audit thereof, and act as a liaison between the Trusts independent accountants and the Board. To carry out its function, the Audit Committee, among other things, selects, retains or terminates the Trusts independent accountants and evaluates their independence; meets with the Trusts 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 Trusts financial statements and the Trusts 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, 2011. Ms. Edwards serves as the Chair of the Audit Committee.
The Nominating and Compensation Committees primary functions are to nominate and evaluate candidates for Independent Trustee membership and membership on committees of the Trust, and to 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 also assists the Board in selecting, appointing, and evaluating the Trusts CCO, and meets in executive session from time to time with the Manager to discuss the CCOs performance and the effectiveness of the Trusts compliance program. The Nominating and
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Compensation Committee held three meetings during the fiscal year ended December 31, 2011. Mr. Komisarjevsky serves as the Chair of the Nominating and Compensation Committee.
Compensation of the Trustees
Effective October 1, 2010, each Trustee receives from the Trust an annual fee of $230,000 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 $22,500 per year is paid to the Chair of the Audit Committee and a retainer of $15,000 per year is paid to the Chair of the Nominating and Compensation Committee.
Trustee Compensation Table
for the Year Ended December 31, 2011*
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- | $ | ||||
Kenneth L. Walker** |
$ | $ | $ | $ | ||||
Caroline L. Williams** |
$ | $ | $ | $ |
* | 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 Trustees 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. |
** | For the period June 1, 2011 to December 31, 2011 Mr. Walker and Ms. Williams served as consultants and advisory board members of the Trust and each received compensation in the amount of $ for that service. |
*** | The amounts reported in this column reflect the total compensation paid to each trustee for his or her service as trustee of 63 portfolios of one trust in the fund complex. |
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As of December 31, 2011, 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 Trustees spouse, children residing in the Independent Trustees 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: |
||
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 | ||
Kenneth L. Walker | None | None | ||
Caroline L. Williams | None | None |
* | As of December 31, 2011. |
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The Trusts Officers
No officer of the Trust receives any compensation paid by the Trust. Each officer of the Trust is an employee of AXA Equitable, FMG LLC, and/or AXA Distributors, LLC (AXA Distributors). The Trusts 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 (53) |
Trustee, Chairman, President and Chief Executive Officer |
From September 2004 to present, Trustee and Chairman and from December 2002 to present, Chief Executive Officer and President. |
From May 2011 to present, Director, President, Chief Executive Officer and Chairman, FMG LLC; from September 1999 to present, Senior Vice President, AXA Equitable; from September 2004 to April 2011, President, AXA Equitables FMG; from July 2004 to present, Senior Vice President, MONY Life Insurance Company and MONY Life Insurance Company of America and Director, MONY Capital Management, Inc., Director and President, 1740 Advisers, Inc., Director, Chairman of the Board and President, MONY Asset Management, Inc. and Enterprise Capital Management; from January 2005 to January 2011, Director, MONY Financial Resources of Americas Limited and; from November 2005 to present, Director MONY International Holdings, LLC. |
|||
Patricia Louie, Esq. 1290 Avenue of the Americas, New York, New York 10104 (56) |
Vice President and Secretary |
From July 1999 to Present |
From May 2011 to present, Senior Vice President and Corporate Counsel of FMG LLC; from February 2011 to present Senior Vice President and Associate General Counsel; from May 2003 to February 2011, Vice President and Associate General Counsel of AXA Financial and AXA Equitable. | |||
Brian Walsh 1290 Avenue of the Americas, New York, New York 10104 (44) |
Chief Financial Officer and Treasurer |
From June 2007 to present |
From May 2011 to present, Senior Vice President of FMG LLC; from February 2003 to present, Vice President of AXA Financial and AXA Equitable. | |||
Kenneth Kozlowski 1290 Avenue of the Americas New York, New York 10104 (50) |
Vice President |
From
to present |
From May 2011 to present, Senior Vice President of FMG LLC; from February 2001 to present, Vice President AXA Financial; from December 2002 to June 2007, Chief Financial Officer and Treasurer of the Trust. From July 2004 to January 2011, Director, Enterprise Capital Management, Inc. | |||
Alwi Chan 1290 Avenue of the Americas, New York, New York 10104 (37) |
Vice President |
From June 2007 to present |
From May 2011 to present, Vice President of FMG LLC; 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. | |||
James Kelly 1290 Avenue of the Americas, New York, New York 10104 (43) |
Controller |
From June 2007 to present |
From May 2011 to present, Vice President of FMG LLC; from September 2008 to present, Vice President of AXA Equitable; from March 2006 to September 2008, Assistant Vice President, AXA Financial and AXA Equitable. |
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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 (50) |
Vice President |
From July 1999 to Present |
From May 2011 to present, Vice President of FMG LLC; from February 2001 to present, Vice President, AXA Financial; from July 2004 to January 2011, a Director of Enterprise Capital Management, Inc. | |||
Carla Byer 1290 Avenue of the Americas, New York, New York 10104 (35) |
Assistant Controller |
From
March 2007 to present |
From May 2011 to present, Vice President of FMG LLC; 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. | |||
Roselle Ibanga 1290 Avenue of the Americas, New York, New York 10104 (33) |
Assistant Controller |
From
March 2009 to present |
From February 2009 to present, Assistant Vice President of AXA Equitable; from December 2008 to February 2009, Director of AXA Equitables FMG; from October 2007 to December 2008, Second Vice President, New York Life Investments Management, LLC; from May 2007 to September 2007, Manager of FMG; from August 2004 to May 2007, Fund Administrator of FMG. | |||
Lisa Perrelli 1290 Avenue of the Americas, New York, New York 10104 (37) |
Assistant Controller |
From
March 2009 to present |
From September 2008 to present, Assistant Vice President of AXA Equitable; from February 2008 to September 2008, Director of FMG; from September 2006 to February 2008, Manager of FMG. | |||
William MacGregor 1290 Avenue of the Americas, New York, New York 10104 (36) |
Vice President and Assistant Secretary |
From
September 2006 to present |
From May 2011 to present, Vice President and Associate Corporate Counsel of FMG LLC; 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. | |||
Gariel Nahoum 1290 Avenue of the Americas, New York, New York 10104 (29) |
Vice President and Assistant Secretary |
From
December 2011 to present |
From September 2011 to present, Vice President, Secretary and Counsel of FMG LLC; from August 2011 to present, Counsel of AXA Equitable; from September 2008 to August 2011, Associate, Kramer Levin Naftalis & Frankel LLP; graduate, Hofstra Law School, magna cum laude , May 2008. | |||
Joseph J. Paolo 1290 Avenue of the Americas, New York, New York 10104 (41) |
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 Equitables FMG; from August 2005 to June 2007, Vice President and Deputy Compliance Officer of AXA Equitables FMG. | |||
David Shagawat 1290 Avenue of the Americas, New York, New York 10104 (37) |
Vice President and Risk Officer |
From
March 2011; from November 2005 to March 2010 Assistant Anti-Money Laundering Compliance Officer |
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. | |||
Richard Guinnessey 1290 Avenue of the Americas, New York, New York 10104 (48) |
Vice President |
From
March 2011 to present |
From September 2010 to present Vice President of AXA Equitable; from November 2005 to September 2010 Assistant Vice President of AXA Equitable. | |||
Paraskevou Charalambous 1290 Avenue of the Americas, New York, New York 10104 (49) |
Assistant Secretary |
From
November 2005 to present |
From March 2000 to present, Senior Legal Assistant for AXA Equitable. |
67
* | Each of the officers in the table above holds similar positions with one other registered investment company in the fund complex. The registered investment companies in the fund complex include AXA Premier VIP 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 Trusts shares as of March 31, 2012. 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.
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 Trusts knowledge, as of March 31, 2012, 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
|
Percentage
|
To the Trusts knowledge, as of March 31, 2012, the following persons owned contracts entitling such persons to give voting instructions regarding 5% or more of any class of the outstanding securities of any Portfolio.
Portfolio |
Contract Owner |
Shares Beneficially
|
Percentage
|
68
To the Trusts knowledge, as of March 31, 2012, the following Portfolios of the Trust and AXA Allocation Portfolios and Target Allocation Portfolios of AXA Premier VIP Trust (Allocation Portfolios) owned shares of record 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:
Portfolio |
Contract Owner |
Shares Beneficially
|
Percentage
|
As of March 31, 2012, the Trustees and officers of the Trust, as a
INVESTMENT MANAGEMENT AND OTHER SERVICES
The Manager
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) currently serves as the investment manager for each Portfolio. Massachusetts Financial Services Company d/b/a MFS Investment Management (MFS), Morgan Stanley Investment Management Inc. (MSIM Inc.), BlackRock Investment Management, LLC (BlackRock Investment), BlackRock Capital Management, Inc. (BlackRock Capital), J.P. Morgan Investment Management Inc. (JPMorgan), First International Advisors, LLC (First International), AllianceBernstein, L.P. (AllianceBernstein), Capital Guardian Trust Company (Capital Guardian), Calvert Investment Management, Inc. (Calvert), Marsico Capital Management, LLC (Marsico), Boston Advisors, LLC (Boston Advisors), GAMCO Asset Management Inc. (GAMCO), Montag & Caldwell, LLC (Montag & Caldwell), Pacific Investment Management Company, LLC (PIMCO), UBS Global Asset Management (Americas) Inc. (UBS Global AM), The Dreyfus Corporation (Dreyfus), Lord, Abbett & Co. LLC (Lord Abbett), 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 Investment Counsel, LLC (Templeton), WHV Investment Management (WHV), Institutional Capital LLC (ICAP), Wellington Management Company, LLP (Wellington Management), T. Rowe Price Associates, Inc. (T. Rowe Price), Hirayama Investments, LLC (Hirayama), SSgA Funds Management, Inc. (SSgA FM), Wells Capital Management Inc. (Wells Capital Management), Invesco Advisers, Inc. (Invesco) and Northern Cross, LLC (Northern Cross) (each an Adviser, and together the Advisers) serve as investment advisers to one or more of the Portfolios, as described more fully in the Prospectuses.
FMG LLC is a wholly-owned subsidiary of AXA Equitable. 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 FMG LLC, AXA Equitable and AXA Financial are located at 1290 Avenue of the Americas, New York, New York 10104.
69
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 Portfolios 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 Portfolios assets not then managed by an Adviser. In connection with the Managers responsibilities under the Management Agreements, the Manager will assess each Portfolios 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 Portfolios 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 Managers 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 EQ/AXA Franklin Small Cap Value Core Portfolio, EQ/Franklin Core Balanced Portfolio, EQ/Global Multi-Sector Equity Portfolio, EQ/Mutual Large Cap Equity Portfolio, EQ/Templeton Global Equity Portfolio, the AXA Tactical Manager Portfolios, and certain PLUS Portfolios, the Manager also is responsible for developing and overseeing the proprietary research model used to manage the equity exposure of each Portfolio.
With respect to the All Asset Growth Alt 20 Portfolio, EQ/Franklin Templeton Allocation Portfolio, EQ/International ETF Portfolio, the Strategic 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.
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 |
70
|
related to and to be performed under the Trusts 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 |
|
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 Trusts Board 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 Prospectuses (Expense Limitation Agreement), pursuant to which the Manager has agreed to waive or limit its management, administrative and other fees so that the net annual operating expenses (with certain exceptions as set forth in the Prospectuses) of the Portfolio are limited to the extent described in the Management of the Trust-Expense Limitation Agreement section of the Prospectuses.
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 Trusts 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; custodians 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 Distributor, the Class IA and 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.
71
The tables below show the fees paid by each Portfolio to the Manager during the years ended December 31, 2009, 2010 and 2011, 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, 2009, December 31, 2010 and December 31, 2011, the Manager received $1,916,830, $5,137,854 and $ respectively, in reimbursement for the 65, 68 and 63 portfolios, respectively, comprising the Trust during those years.
CALENDAR YEAR ENDED DECEMBER 31, 2009
Portfolio* |
Management Fee |
Management Fee
|
Total Amount Of
|
|||||||||
All Asset Growth Alt 20 |
$ | 245,278 | $ | | $ | 764,929 | ||||||
ATM International |
$ | 3,237,184 | $ | 3,237,184 | $ | | ||||||
ATM Large Cap |
$ | 5,843,701 | $ | 5,843,701 | $ | | ||||||
ATM Mid Cap |
$ | 1,443,145 | $ | 1,443,145 | $ | | ||||||
ATM Small Cap |
$ | 849,958 | $ | 849,958 | $ | | ||||||
AXA Tactical Manager 400 |
$ | 11,747 | $ | | $ | 95,224 | ||||||
AXA Tactical Manager 500 |
$ | 194,383 | $ | 131,298 | $ | 63,085 | ||||||
AXA Tactical Manager 2000 |
$ | 41,160 | $ | | $ | 109,804 | ||||||
AXA Tactical Manager International |
$ | 48,170 | $ | | $ | 138,926 | ||||||
AXA Conservative Strategy |
$ | 6,516 | $ | | $ | 102,478 | ||||||
AXA Conservative Growth Strategy |
$ | 11,097 | $ | | $ | 105,685 | ||||||
AXA Balanced Strategy |
$ | 20,089 | $ | | $ | 109,332 | ||||||
AXA Moderate Growth Strategy |
$ | 44,518 | $ | | $ | 112,827 | ||||||
AXA Growth Strategy |
$ | 39,166 | $ | | $ | 124,080 | ||||||
EQ/AllianceBernstein Small Cap Growth |
$ | 7,164,505 | $ | 7,164,505 | $ | | ||||||
EQ/AXA Franklin Small Cap Value Core |
$ | 2,341,153 | $ | 2,303,038 | $ | 38,115 | ||||||
EQ/BlackRock Basic Value Equity |
$ | 10,868,919 | $ | 10,868,919 | $ | | ||||||
EQ/Boston Advisors Equity Income |
$ | 5,016,554 | $ | 4,365,885 | $ | 650,669 | ||||||
EQ/Calvert Socially Responsible |
$ | 403,156 | $ | 390,337 | $ | 12,819 | ||||||
EQ/Capital Guardian Research |
$ | 6,803,720 | $ | 6,062,371 | $ | 741,349 | ||||||
EQ/Common Stock Index |
$ | 15,069,464 | $ | 15,069,464 | $ | | ||||||
EQ/Core Bond Index |
$ | 10,976,428 | $ | 10,976,428 | $ | | ||||||
EQ/Davis New York Venture |
$ | 3,559,422 | $ | 3,559,422 | $ | | ||||||
EQ/Equity 500 Index |
$ | 5,930,404 | $ | 5,930,404 | $ | | ||||||
EQ/Equity Growth PLUS |
$ | 10,462,853 | $ | 10,425,753 | $ | 37,100 | ||||||
EQ/Franklin Core Balanced |
$ | 7,113,923 | $ | 7,100,166 | $ | 13,757 | ||||||
EQ/Franklin Templeton Allocation |
$ | 591,450 | $ | | $ | 1,559,251 | ||||||
EQ/GAMCO Mergers and Acquisitions |
$ | 1,419,859 | $ | 1,419,859 | $ | | ||||||
EQ/GAMCO Small Company Value |
$ | 8,772,375 | $ | 8,772,375 | $ | | ||||||
EQ/Global Bond PLUS |
$ | 6,285,671 | $ | 6,285,671 | $ | | ||||||
EQ/Global Multi-Sector Equity |
$ | 15,794,330 | $ | 15,794,330 | $ | | ||||||
EQ/Intermediate Government Bond Index |
$ | 5,440,818 | $ | 5,440,818 | $ | | ||||||
EQ/International Core PLUS |
$ | 10,154,558 | $ | 10,154,558 | $ | | ||||||
EQ/International Equity Index |
$ | 13,190,322 | $ | 12,800,675 | $ | 389,647 | ||||||
EQ/International ETF |
$ | 3,139,184 | $ | 2,142,704 | $ | 996,480 | ||||||
EQ/International Value PLUS |
$ | 11,836,902 | $ | 11,792,472 | $ | 44,430 | ||||||
EQ/JPMorgan Value Opportunities |
$ | 1,862,792 | $ | 1,817,935 | $ | 44,857 | ||||||
EQ/Large Cap Core PLUS |
$ | 7,759,555 | $ | 7,759,555 | $ | |
72
Portfolio* |
Management Fee |
Management Fee
|
Total Amount Of
|
|||||||||
EQ/Large Cap Growth Index |
$ | 5,706,478 | $ | 5,706,478 | $ | | ||||||
EQ/Large Cap Growth PLUS |
$ | 9,593,592 | $ | 9,593,592 | $ | | ||||||
EQ/Large Cap Value Index |
$ | 1,644,841 | $ | 1,644,841 | $ | | ||||||
EQ/Large Cap Value PLUS |
$ | 16,779,580 | $ | 16,779,580 | $ | | ||||||
EQ/Lord Abbett Large Cap Core |
$ | 974,062 | $ | 843,108 | $ | 130,954 | ||||||
EQ/MFS International Growth |
$ | 4,699,553 | $ | 4,699,553 | $ | | ||||||
EQ/Mid Cap Index |
$ | 3,873,188 | $ | 3,808,182 | $ | 65,006 | ||||||
EQ/Mid Cap Value PLUS |
$ | 6,396,295 | $ | 6,371,590 | $ | 24,705 | ||||||
EQ/Money Market |
$ | 8,431,939 | $ | | $ | 10,897,062 | ||||||
EQ/Montag & Caldwell Growth |
$ | 2,442,722 | $ | 2,430,504 | $ | 12,218 | ||||||
EQ/Morgan Stanley Mid Cap Growth |
$ | 2,964,346 | $ | 2,895,744 | $ | 68,602 | ||||||
EQ/Mutual Large Cap Equity |
$ | 4,794,196 | $ | 4,693,128 | $ | 101,068 | ||||||
EQ/Oppenheimer Global |
$ | 1,322,439 | $ | 1,263,342 | $ | 59,097 | ||||||
EQ/PIMCO Ultra Short Bond |
$ | 11,893,538 | $ | 11,893,538 | $ | | ||||||
EQ/Quality Bond PLUS |
$ | 10,775,762 | $ | 10,703,726 | $ | 72,036 | ||||||
EQ/Small Company Index |
$ | 2,203,810 | $ | 2,203,810 | $ | | ||||||
EQ/T. Rowe Price Growth Stock |
$ | 3,510,728 | $ | 3,439,894 | $ | 70,834 | ||||||
EQ/Templeton Global Equity |
$ | 4,566,398 | $ | 4,477,188 | $ | 89,210 | ||||||
EQ/UBS Growth and Income |
$ | 910,938 | $ | 736,213 | $ | 174,725 | ||||||
EQ/Van Kampen Comstock |
$ | 1,376,676 | $ | 1,238,372 | $ | 138,304 | ||||||
EQ/Wells Fargo Omega Growth |
$ | 1,593,445 | $ | 1,593,445 | $ | |
* | AXA Ultra Conservative Strategy Portfolio, EQ/AllianceBernstein Short-Term Bond Portfolio, EQ/AllianceBernstein Short-Term Government Bond Portfolio, and EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio are not included in the table above because they had no operations in 2009. |
CALENDAR YEAR ENDED DECEMBER 31, 2010
Portfolio* |
Management Fee |
Management Fee
|
Total Amount Of
|
|||||||||
ATM International |
$ | 10,818,121 | $ | 10,818,121 | $ | | ||||||
ATM Large Cap |
$ | 20,305,707 | $ | 20,305,707 | $ | | ||||||
ATM Mid Cap |
$ | 4,453,135 | $ | 4,453,135 | $ | | ||||||
ATM Small Cap |
$ | 4,413,039 | $ | 4,413,039 | $ | | ||||||
AXA Tactical Manager 400 |
$ | 203,735 | $ | 119,428 | $ | 84,307 | ||||||
AXA Tactical Manager 500 |
$ | 2,581,912 | $ | 2,581,912 | $ | | ||||||
AXA Tactical Manager 2000 |
$ | 869,979 | $ | 803,278 | $ | 66,701 | ||||||
AXA Tactical Manager International |
$ | 740,573 | $ | 647,651 | $ | 92,922 | ||||||
AXA Conservative Strategy |
$ | 96,123 | $ | | $ | 196,774 | ||||||
AXA Conservative Growth Strategy |
$ | 162,854 | $ | | $ | 245,317 | ||||||
AXA Balanced Strategy |
$ | 289,579 | $ | 21,193 | $ | 268,386 | ||||||
AXA Moderate Growth Strategy |
$ | 680,490 | $ | 410,000 | $ | 270,490 | ||||||
AXA Growth Strategy |
$ | 398,992 | $ | 109,034 | $ | 289,958 | ||||||
All Asset Growth Alt 20 |
$ | 264,129 | $ | | $ | 690,894 | ||||||
EQ/AllianceBernstein Short-Term Bond** |
$ | 891,311 | $ | 891,311 | $ | | ||||||
EQ/AllianceBernstein Small Cap Growth |
$ | 9,922,269 | $ | 9,922,269 | $ | |
73
Portfolio* |
Management Fee |
Management Fee
|
Total Amount Of
|
|||||||||
EQ/AXA Franklin Small Cap Value Core |
$ | 2,592,510 | $ | 2,592,510 | $ | | ||||||
EQ/BlackRock Basic Value Equity |
$ | 10,643,472 | $ | 10,643,472 | $ | | ||||||
EQ/Boston Advisors Equity Income |
$ | 5,214,151 | $ | 4,659,023 | $ | 555,128 | ||||||
EQ/Calvert Socially Responsible |
$ | 476,712 | $ | 476,712 | $ | | ||||||
EQ/Capital Guardian Research |
$ | 7,450,481 | $ | 6,892,434 | $ | 558,047 | ||||||
EQ/Common Stock Index |
$ | 16,941,222 | $ | 16,941,222 | $ | | ||||||
EQ/Core Bond Index |
$ | 19,177,525 | $ | 19,177,525 | $ | | ||||||
EQ/Davis New York Venture |
$ | 3,397,864 | $ | 3,397,864 | $ | | ||||||
EQ/Equity 500 Index |
$ | 6,903,605 | $ | 6,903,605 | $ | | ||||||
EQ/Equity Growth PLUS |
$ | 9,059,917 | $ | 9,059,917 | $ | | ||||||
EQ/Franklin Core Balanced |
$ | 7,114,557 | $ | 7,114,557 | $ | | ||||||
EQ/Franklin Templeton Allocation |
$ | 683,817 | $ | | $ | 986,866 | ||||||
EQ/GAMCO Mergers and Acquisitions |
$ | 1,815,082 | $ | 1,815,082 | $ | | ||||||
EQ/GAMCO Small Company Value |
$ | 12,082,843 | $ | 12,082,843 | $ | | ||||||
EQ/Global Bond PLUS |
$ | 7,208,131 | $ | 7,208,131 | $ | | ||||||
EQ/Global Multi-Sector Equity |
$ | 17,341,596 | $ | 17,341,596 | $ | | ||||||
EQ/Intermediate Government Bond Index |
$ | 6,385,326 | $ | 6,385,326 | $ | | ||||||
EQ/International Core PLUS |
$ | 7,958,055 | $ | 7,958,055 | $ | | ||||||
EQ/International Equity Index |
$ | 13,933,904 | $ | 13,933,904 | $ | | ||||||
EQ/International ETF |
$ | 1,227,018 | $ | 1,190,376 | $ | 36,642 | ||||||
EQ/International Value PLUS |
$ | 12,403,809 | $ | 12,403,809 | $ | | ||||||
EQ/JPMorgan Value Opportunities |
$ | 2,256,218 | $ | 2,256,218 | $ | | ||||||
EQ/Large Cap Core PLUS |
$ | 3,025,094 | $ | 3,025,094 | $ | | ||||||
EQ/Large Cap Growth Index |
$ | 3,985,348 | $ | 3,985,348 | $ | | ||||||
EQ/Large Cap Growth PLUS |
$ | 8,148,949 | $ | 8,148,949 | $ | | ||||||
EQ/Large Cap Value Index |
$ | 458,672 | $ | 458,672 | $ | | ||||||
EQ/Large Cap Value PLUS |
$ | 17,125,217 | $ | 17,125,217 | $ | | ||||||
EQ/Lord Abbett Large Cap Core |
$ | 1,437,254 | $ | 1,334,102 | $ | 103,152 | ||||||
EQ/MFS International Growth |
$ | 6,961,811 | $ | 6,961,811 | $ | | ||||||
EQ/Mid Cap Index |
$ | 4,152,718 | $ | 4,152,718 | $ | | ||||||
EQ/Mid Cap Value PLUS |
$ | 10,545,979 | $ | 10,545,979 | $ | | ||||||
EQ/Money Market |
$ | 5,713,980 | $ | 1,955,123 | $ | 3,758,857 | ||||||
EQ/Montag & Caldwell Growth |
$ | 2,699,631 | $ | 2,699,631 | $ | | ||||||
EQ/Morgan Stanley Mid Cap Growth |
$ | 4,994,297 | $ | 4,994,297 | $ | | ||||||
EQ/Mutual Large Cap Equity |
$ | 5,038,523 | $ | 5,038,523 | $ | | ||||||
EQ/Oppenheimer Global |
$ | 2,124,317 | $ | 2,124,317 | $ | | ||||||
EQ/PIMCO Ultra Short Bond |
$ | 13,156,783 | $ | 13,156,783 | $ | | ||||||
EQ/Quality Bond PLUS |
$ | 11,285,343 | $ | 10,136,774 | $ | 1,148,569 | ||||||
EQ/Small Company Index |
$ | 2,046,486 | $ | 2,046,486 | $ | | ||||||
EQ/T. Rowe Price Growth Stock |
$ | 4,871,648 | $ | 4,871,648 | $ | | ||||||
EQ/Templeton Global Equity |
$ | 4,851,519 | $ | 4,851,519 | $ | | ||||||
EQ/UBS Growth and Income |
$ | 1,069,483 | $ | 922,976 | $ | 146,507 | ||||||
EQ/Van Kampen Comstock |
$ | 1,610,221 | $ | 1,477,644 | $ | 132,577 | ||||||
EQ/Wells Fargo Omega Growth |
$ | 2,865,501 | $ | 2,865,501 | $ | |
* | AXA Ultra Conservative Strategy Portfolio, EQ/AllianceBernstein Short-Term Government Bond Portfolio and EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio are not included in the table above because they had no operations in 2010. |
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** | No management fees were paid by EQ/AllianceBernstein Short-Term Bond Portfolio prior to October 25, 2010. |
CALENDAR YEAR ENDED DECEMBER 31, 2011
Portfolio* |
Management Fee |
Management Fee
|
Total Amount Of
|
|||||||||
ATM International |
$ | $ | $ | |||||||||
ATM Large Cap |
$ | $ | $ | |||||||||
ATM Mid Cap |
$ | $ | $ | |||||||||
ATM Small Cap |
$ | $ | $ | |||||||||
AXA Tactical Manager 400 |
$ | $ | $ | |||||||||
AXA Tactical Manager 500 |
$ | $ | $ | |||||||||
AXA Tactical Manager 2000 |
$ | $ | $ | |||||||||
AXA Tactical Manager International |
$ | $ | $ | |||||||||
AXA Conservative Strategy |
$ | $ | $ | |||||||||
AXA Conservative Growth Strategy |
$ | $ | $ | |||||||||
AXA Balanced Strategy |
$ | $ | $ | |||||||||
AXA Moderate Growth Strategy |
$ | $ | $ | |||||||||
AXA Growth Strategy |
$ | $ | $ | |||||||||
AXA Ultra Conservative Strategy** |
$ | $ | $ | |||||||||
All Asset Growth Alt 20 |
$ | $ | $ | |||||||||
EQ/AllianceBernstein Dynamic Wealth Strategies |
$ | $ | $ | |||||||||
EQ/AllianceBernstein Short-Term Bond Portfolio |
$ | $ | $ | |||||||||
EQ/AllianceBernstein Small Cap Growth |
$ | $ | $ | |||||||||
EQ/AXA Franklin Small Cap Value Core |
$ | $ | $ | |||||||||
EQ/BlackRock Basic Value Equity |
$ | $ | $ | |||||||||
EQ/Boston Advisors Equity Income |
$ | $ | $ | |||||||||
EQ/Calvert Socially Responsible |
$ | $ | $ | |||||||||
EQ/Capital Guardian Research |
$ | $ | $ | |||||||||
EQ/Common Stock Index |
$ | $ | $ | |||||||||
EQ/Core Bond Index |
$ | $ | $ | |||||||||
EQ/Davis New York Venture |
$ | $ | $ | |||||||||
EQ/Equity 500 Index |
$ | $ | $ | |||||||||
EQ/Equity Growth PLUS |
$ | $ | $ | |||||||||
EQ/Franklin Core Balanced |
$ | $ | $ | |||||||||
EQ/Franklin Templeton Allocation |
$ | $ | $ | |||||||||
EQ/GAMCO Mergers and Acquisitions |
$ | $ | $ | |||||||||
EQ/GAMCO Small Company Value |
$ | $ | $ | |||||||||
EQ/Global Bond PLUS |
$ | $ | $ | |||||||||
EQ/Global Multi-Sector Equity |
$ | $ | $ | |||||||||
EQ/Intermediate Government Bond Index |
$ | $ | $ | |||||||||
EQ/International Core PLUS |
$ | $ | $ | |||||||||
EQ/International Equity Index |
$ | $ | $ | |||||||||
EQ/International ETF |
$ | $ | $ | |||||||||
EQ/International Value PLUS |
$ | $ | $ | |||||||||
EQ/JPMorgan Value Opportunities |
$ | $ | $ | |||||||||
EQ/Large Cap Core PLUS |
$ | $ | $ | |||||||||
EQ/Large Cap Growth Index |
$ | $ | $ | |||||||||
EQ/Large Cap Growth PLUS |
$ | $ | $ |
75
Portfolio* |
Management Fee |
Management Fee
|
Total Amount Of
|
|||||||||
EQ/Large Cap Value Index |
$ | $ | $ | |||||||||
EQ/Large Cap Value PLUS |
$ | $ | $ | |||||||||
EQ/Lord Abbett Large Cap Core |
$ | $ | $ | |||||||||
EQ/MFS International Growth |
$ | $ | $ | |||||||||
EQ/Mid Cap Index |
$ | $ | $ | |||||||||
EQ/Mid Cap Value PLUS |
$ | $ | $ | |||||||||
EQ/Money Market |
$ | $ | $ | |||||||||
EQ/Montag & Caldwell Growth |
$ | $ | $ | |||||||||
EQ/Morgan Stanley Mid Cap Growth |
$ | $ | $ | |||||||||
EQ/Mutual Large Cap Equity |
$ | $ | $ | |||||||||
EQ/Oppenheimer Global |
$ | $ | $ | |||||||||
EQ/PIMCO Ultra Short Bond |
$ | $ | $ | |||||||||
EQ/Quality Bond PLUS |
$ | $ | $ | |||||||||
EQ/Small Company Index |
$ | $ | $ | |||||||||
EQ/T. Rowe Price Growth Stock |
$ | $ | $ | |||||||||
EQ/Templeton Global Equity |
$ | $ | $ | |||||||||
EQ/UBS Growth and Income |
$ | $ | $ | |||||||||
EQ/Van Kampen Comstock |
$ | $ | $ | |||||||||
EQ/Wells Fargo Omega Growth |
$ | $ | $ |
* | EQ/AllianceBernstein Short-Term Government Bond Portfolio is not included in the table above because it had no operations in 2011. |
** | No management fees were paid by AXA Ultra Conservative Strategy Portfolio prior to September 28, 2011. |
The Advisers
The Manager has entered into one or more Advisory Agreements on behalf of each Portfolio (except the All Asset Growth Alt 20 Portfolio, the EQ/International ETF Portfolio, the EQ/Franklin Templeton Allocation Portfolio and the Strategic Allocation Portfolios) with the Advisers identified in the Prospectuses. 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 Prospectuses, a discussion of the basis of the decision by the Trusts Board to approve the Advisory Agreements with the Advisers is available in the Trusts Annual or Semi-Annual Reports to Shareholders.
During the years ended December 31, 2009, 2010 and 2011, respectively, the Manager paid the following fees to the Advisers with respect to the Portfolios listed below pursuant to the Advisory Agreements:
Advisory Fee Paid | ||||||||||||
Portfolio** |
2009 |
2010 |
2011 |
|||||||||
ATM International |
$ | 440,748 | $ | 1,207,476 | $ | |||||||
ATM Large Cap |
$ | 795,461 | $ | 2,272,044 | $ | |||||||
ATM Mid Cap |
$ | 196,481 | $ | 497,509 | $ | |||||||
ATM Small Cap |
$ | 115,767 | $ | 489,735 | $ | |||||||
AXA Tactical Manager 400 |
$ | 1,959 | $ | 26,752 | $ |
76
Advisory Fee Paid | ||||||||||||
Portfolio** |
2009 |
2010 |
2011 |
|||||||||
AXA Tactical Manager 500 |
$ | 32,417 | $ | 340,451 | $ | |||||||
AXA Tactical Manager 2000 |
$ | 6,865 | $ | 114,379 | $ | |||||||
AXA Tactical Manager International |
$ | 8,029 | $ | 97,479 | $ | |||||||
EQ/AllianceBernstein Dynamic Wealth Strategies* |
N/A | N/A | $ | |||||||||
EQ/AllianceBernstein Short-Term Bond |
N/A | $ | 128,775 | $ | ||||||||
EQ/AllianceBernstein Small Cap Growth |
$ | 4,913,213 | $ | 6,706,862 | $ | |||||||
EQ/AXA Franklin Small Cap Value Core* |
$ | 1,131,121 | $ | 1,135,151 | $ | |||||||
EQ/BlackRock Basic Value Equity |
$ | 6,091,035 | $ | 5,885,288 | $ | |||||||
EQ/Boston Advisors Equity Income |
$ | 1,488,525 | $ | 1,540,949 | $ | |||||||
EQ/Calvert Socially Responsible |
$ | 217,251 | $ | 256,776 | $ | |||||||
EQ/Capital Guardian Research |
$ | 3,766,369 | $ | 4,061,866 | $ | |||||||
EQ/Common Stock Index |
$ | 2,154,211 | $ | 2,421,062 | $ | |||||||
EQ/Core Bond Index* |
$ | 660,348 | $ | 921,872 | $ | |||||||
EQ/Davis New York Venture |
$ | 1,692,331 | $ | 1,644,453 | $ | |||||||
EQ/Equity 500 Index |
$ | 912,082 | $ | 1,028,713 | $ | |||||||
EQ/Equity Growth PLUS* |
$ | 3,422,486 | $ | 2,385,935 | $ | |||||||
EQ/Franklin Core Balanced* |
$ | 2,507,584 | $ | 2,365,154 | $ | |||||||
EQ/GAMCO Mergers and Acquisitions |
$ | 681,304 | $ | 856,852 | $ | |||||||
EQ/GAMCO Small Company Value |
$ | 4,493,076 | $ | 5,925,175 | $ | |||||||
EQ/Global Bond PLUS* |
$ | 1,139,531 | $ | 956,144 | $ | |||||||
EQ/Global Multi-Sector Equity* |
$ | 5,323,622 | $ | 5,016,325 | $ | |||||||
EQ/Intermediate Government Bond Index* |
$ | 401,148 | $ | 364,906 | $ | |||||||
EQ/International Core PLUS* |
$ | 2,513,497 | $ | 2,389,454 | $ | |||||||
EQ/International Equity Index |
$ | 9,301,091 | $ | 9,341,137 | $ | |||||||
EQ/International Value PLUS* |
$ | 5,418,722 | $ | 5,663,645 | $ | |||||||
EQ/JPMorgan Value Opportunities |
$ | 1,032,091 | $ | 1,228,432 | $ | |||||||
EQ/Large Cap Core PLUS* |
$ | 1,729,939 | $ | 775,710 | $ | |||||||
EQ/Large Cap Growth Index |
$ | 816,368 | $ | 569,034 | $ | |||||||
EQ/Large Cap Growth PLUS* |
$ | 2,370,414 | $ | 2,382,629 | $ | |||||||
EQ/Large Cap Value Index |
$ | 77,374 | $ | 26,214 | $ | |||||||
EQ/Large Cap Value PLUS |
$ | 4,170,227 | $ | 4,816,204 | $ | |||||||
EQ/Lord Abbett Large Cap Core |
$ | 524,863 | $ | 763,553 | $ | |||||||
EQ/MFS International Growth |
$ | 2,437,173 | $ | 3,527,444 | $ | |||||||
EQ/Mid Cap Index |
$ | 173,671 | $ | 185,557 | $ | |||||||
EQ/Mid Cap Value PLUS* |
$ | 1,320,386 | $ | 2,841,598 | $ | |||||||
EQ/Money Market |
$ | 1,045,274 | $ | 687,254 | $ | |||||||
EQ/Montag & Caldwell Growth |
$ | 968,470 | $ | 1,080,092 | $ | |||||||
EQ/Morgan Stanley Mid Cap Growth |
$ | 1,811,597 | $ | 2,874,127 | $ | |||||||
EQ/Mutual Large Cap Equity* |
$ | 2,116,033 | $ | 2,058,723 | $ | |||||||
EQ/Oppenheimer Global |
$ | 582,419 | $ | 919,795 | $ | |||||||
EQ/PIMCO Ultra Short Bond |
$ | 4,189,219 | $ | 4,218,396 | $ | |||||||
EQ/Quality Bond PLUS |
$ | 2,098,102 | $ | 2,154,537 | $ | |||||||
EQ/Small Company Index |
$ | 441,230 | $ | 409,591 | $ | |||||||
EQ/T. Rowe Price Growth Stock |
$ | 1,715,597 | $ | 2,361,687 | $ | |||||||
EQ/Templeton Global Equity* |
$ | 1,428,094 | $ | 1,488,636 | $ | |||||||
EQ/UBS Growth and Income |
$ | 353,756 | $ | 406,607 | $ | |||||||
EQ/Van Kampen Comstock* |
$ | 848,021 | $ | 990,278 | $ | |||||||
EQ/Wells Fargo Omega Growth* |
$ | 1,349,642 | $ | 2,425,615 | $ |
77
* | No advisory fees were paid to SSgA FM on behalf of EQ/Core Bond Index Portfolio or EQ/Intermediate Government Bond Index Portfolio prior to January 15, 2009; or on behalf of EQ/Equity Growth PLUS Portfolio prior to May 1, 2009. No Advisory fees were paid to BlackRock Investment on behalf of EQ/Franklin Core Balanced, EQ/AXA Franklin Small Cap Value Core, EQ/Mutual Large Cap Equity, EQ/Templeton Global Equity, EQ/Global Bond PLUS or EQ/Global Multi-Sector Equity Portfolios prior to April 1, 2009. No advisory fee was paid to BlackRock Capital on behalf of EQ/Equity Growth PLUS Portfolio prior to September 1, 2009. No advisory fees were paid to BlackRock Investment on behalf of EQ/Equity Growth PLUS Portfolio, EQ/International Core PLUS Portfolio, EQ/Large Cap Core PLUS Portfolio, EQ/Large Cap Growth PLUS Portfolio, EQ/Mid Cap Value PLUS Portfolio prior to February 12, 2010. No advisory fees were paid to Invesco on behalf of EQ/Van Kampen Comstock Portfolio prior to June 1, 2010; and no advisory fees were paid to Wells Capital Management on behalf of EQ/Wells Fargo Omega Growth Portfolio prior to May 1, 2010. No advisory fees were paid to AllianceBernstein on behalf of EQ/AllianceBernstein Short-Term Bond Portfolio prior to October 25, 2010. No advisory fees were paid to Northern Cross or BlackRock Investment on behalf of EQ/International Value PLUS prior to February 1, 2011. No advisory fees were paid to AllianceBernstein on behalf of EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio prior to February 18, 2011. |
** | EQ/AllianceBernstein Short-Term Government Bond Portfolio is not included in the table above because it had no operations during the periods indicated in the table. |
The Manager recommends Advisers for the Portfolios (other than the All Asset Growth Alt 20 Portfolio, EQ/Franklin Templeton Allocation Portfolio, EQ/International ETF Portfolio and the Strategic Allocation Portfolios) to the Trustees based upon its continuing quantitative and qualitative evaluation of each Advisers 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. The Manager also may allocate a Portfolios assets to additional Advisers subject to approval of the Trusts Board. 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 Portfolios shareholders, including, in instances in which the Advisory Agreement pertains to a newly formed Portfolio, the Portfolios 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, 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
78
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 Trusts 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 Prospectuses. In addition, the appointment of each Adviser is subject to approval of the Trusts Board, including a majority of the Trusts Independent Trustees.
Portfolio |
Name and Control Persons of
the
Sub-adviser |
|
EQ/AllianceBernstein Dynamic Wealth Strategies EQ/AllianceBernstein Short-Term Bond EQ/AllianceBernstein Short-Term Government Bond EQ/AllianceBernstein Small Cap Growth EQ/Common Stock Index EQ/Equity 500 Index EQ/International Equity Index EQ/Large Cap Growth Index EQ/Large Cap Value PLUS EQ/Small Company Index 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. | |
EQ/BlackRock Basic Value Equity | BlackRock Investment, a global investment manager, is a subsidiary of BlackRock, Inc. | |
EQ/Boston Advisors Equity Income |
Boston Advisors is majority employee owned. | |
EQ/Calvert Socially Responsible |
Calvert is a subsidiary of Calvert Investments, Inc., which is a subsidiary of UNIFI Mutual Holding Company, an insurance and financial services provider. |
|
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 Companies is privately held and is the parent company of several other subsidiaries, all of which directly or indirectly provide management investment services. | |
EQ/Davis New York Venture |
Davis Investments, LLC, an entity controlled by Christopher C. Davis, is Davis sole general partner. | |
EQ/Global Bond PLUS | First International is an indirect, majority-owned subsidiary of Wells Fargo & Company, a publicly held financial holding company. | |
BlackRock Investment, a global investment manager, is a subsidiary of BlackRock, Inc. | ||
EQ/AXA Franklin Small Cap Value Core EQ/Mutual Large Cap Equity EQ/Templeton Global Equity |
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, a global investment manager, is a subsidiary of BlackRock, Inc. | ||
EQ/Franklin Core Balanced | Franklin Advisers is a wholly-owned subsidiary of 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, a global investment manager, is a subsidiary of BlackRock, Inc. | ||
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 Large Cap Core |
Lord Abbett is owned by its members. |
79
Portfolio |
Name and Control Persons of
the
Sub-adviser |
|
EQ/MFS 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 traded diversified financial services company. | |
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 100% employee owned. | |
EQ/Morgan Stanley Mid Cap Growth | MSIM Inc. is a direct subsidiary of Morgan Stanley, a publicly held financial services company. | |
EQ/Oppenheimer Global | 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, is a majority-owned subsidiary of Allianz Asset Management with minority interests held by PIMCO Partners, LLC, a California limited liability company, and certain officers of PIMCO. Prior to December 31, 2011, Allianz Asset Management was named Allianz Global Investors of America L.P. PIMCO Partners, LLC is owned by current and former officers of PIMCO. Through various holding company structures, Allianz Asset Management is wholly-owned by Allianz SE. Allianz SE is a European-based, multinational insurance and financial services holding company. | |
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), and a member of the UBS Global Asset Management division. UBS is an internationally diversified organization headquartered in Zurich and Basel, Switzerland, with operations in many areas of the financial services industry. | |
AXA Tactical Manager 500 AXA Tactical Manager 400 AXA Tactical Manager 2000 AXA Tactical Manager International ATM Large Cap ATM Mid Cap ATM Small Cap ATM International |
AllianceBernstein, a limited partnership, is indirectly majority owned by, and therefore controlled by and affiliated with, AXA Equitable a life insurance company. | |
BlackRock Investment, a global investment manager, is a subsidiary of BlackRock, Inc. | ||
EQ/Global Multi-Sector Equity |
MSIM Inc. is a direct subsidiary of Morgan Stanley, a publicly held financial services company. | |
BlackRock Investment, a global investment manager, is a subsidiary of BlackRock, Inc. | ||
EQ/Equity Growth PLUS | BlackRock Capital and BlackRock Investment, global investment managers, are each subsidiaries of BlackRock, Inc. | |
EQ/International Core PLUS |
WHV is a wholly-owned subsidiary of Laird Norton Investment Management, Inc. a financial services company. | |
Hirayama Investments, LLC, is an affiliate of WHV and controlled by Richard K. Hirayama. | ||
BlackRock Investment, a global investment manager, is a subsidiary of BlackRock, Inc. | ||
EQ/International Value PLUS |
Northern Cross is owned by its members. | |
BlackRock Investment, a global investment manager, is a subsidiary of BlackRock, Inc. | ||
EQ/Large Cap Core PLUS |
ICAP is a wholly-owned subsidiary of New York Life Investment Management, Inc., a financial services company. | |
BlackRock Investment, a global investment manager, is a subsidiary of BlackRock, Inc. |
80
Portfolio |
Name and Control Persons of
the
Sub-adviser |
|
EQ/Large Cap Growth PLUS |
Marsico is an independent, majority employee-owned registered investment adviser. Marsico was organized in September 1997 as a Delaware Limited Liability Company and provides investment management services to mutual funds and private accounts. As of December 31, 2010, Marsico had approximately $51 billion under management. Marsico is an indirect subsidiary of Marsico Group LLC, a Delaware Limited Liability Company. | |
BlackRock Investment, a global investment manager, is a subsidiary of BlackRock, Inc. | ||
EQ/Mid Cap Value PLUS |
Wellington Management is a Massachusetts limited liability partnership whose sole business is investment management. | |
BlackRock Investment, a global investment manager, is a subsidiary of BlackRock, Inc. | ||
EQ/Van Kampen Comstock | Invesco is an indirect wholly-owned subsidiary of Invesco Ltd., a publicly held company that through its subsidiaries, engages in the business of investment management on an international basis. | |
EQ/Wells Fargo Omega Growth |
Wells Capital Management is a registered investment adviser and wholly-owned subsidiary of Wells Fargo & Company, a publicly held financial holding company. |
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 Trusts Board, to appoint more than one Adviser to manage the assets of each Portfolio. When a Portfolio has more than one Adviser, the assets 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 Portfolios 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 Distributor (as defined below) 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, FMG LLC, the Distributor and the Advisers have been filed as exhibits to the Trusts Registration Statement.
The Administrator
Pursuant to an administrative agreement (Mutual Funds Service Agreement), FMG LLC (Administrator) provides the Trust with necessary administrative services, as more fully described in the Prospectuses. 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 of the Trust pays FMG LLC an annual fee payable monthly as follows:
|
Each Portfolio, except the EQ/Franklin Core Balanced Portfolio, the EQ/AXA Franklin Small Cap Value Core Portfolio, the EQ/Mutual Large Cap Equity Portfolio, the EQ/Templeton Global Equity |
81
Portfolio, the EQ/Global Multi-Sector Equity Portfolio, the All Asset Growth Alt 20 Portfolio, the EQ/Franklin Templeton Allocation Portfolio, the AXA Tactical Manager Portfolios, the Strategic Allocation Portfolios, and the PLUS Portfolios, pays FMG LLC an annual fee of $30,000 plus its proportionate share of an asset-based administrative fee for the Trust. This 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. |
|
Each of the EQ/Franklin Core Balanced, EQ/AXA Franklin Small Cap Value Core, EQ/Mutual Large Cap Equity, EQ/Templeton Global Equity, EQ/Global Multi-Sector Equity and PLUS Portfolios pays FMG LLC an annual fee of $32,500 plus its proportionate share of an asset-based administration fee for these Portfolios, which is equal to an annual rate of 0.15% of the first $20 billion of the Portfolios aggregate average daily net assets, 0.125% of the next $5 billion of the Portfolios aggregate average daily net assets, and 0.10% of the Portfolios aggregate average daily net assets thereafter and an additional $32,500 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). |
|
Each of the All Asset Growth Alt 20 , EQ/Franklin Templeton Allocation and Strategic Allocation Portfolios pays FMG LLC a fee at an annual rate of 0.15% on the first $15 billion of the Portfolios aggregate average daily net assets; 0.125% on the next $5 billion of the Portfolios aggregate average daily net assets; 0.10% on aggregate average daily net assets thereafter, plus $32,500. |
|
Each AXA Tactical Manager Portfolio and the EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio pays FMG LLC an fee at an annual rate of 0.150% on the first $20 billion of the aggregate average daily net assets of the Portfolios aggregate average daily net assets; 0.125% on the next $5 billion of the Portfolios aggregate average daily net assets; and 0.100% on the Portfolios aggregate average daily net assets thereafter, plus $32,500 and an additional $32,500 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 with certain administrative services, including monitoring of portfolio compliance and portfolio accounting services.
During the years ended December 31, 2009, 2010 and 2011, respectively, the Portfolios listed in the table below paid the following fees to FMG LLC or AXA Equitable (the predecessor administrator to FMG LLC) for administrative services.
Administration Fee | ||||||||||||
Portfolio+ |
2009 |
2010 |
2011 |
|||||||||
All Asset Growth Alt 20 **,*** |
$ | 402,921 | $ | 430,150 | $ | |||||||
ATM International |
$ | 1,113,102 | $ | 3,707,896 | $ | |||||||
ATM Large Cap |
$ | 1,981,941 | $ | 6,885,761 | $ | |||||||
ATM Mid Cap |
$ | 515,089 | $ | 1,586,234 | $ | |||||||
ATM Small Cap |
$ | 317,360 | $ | 1,572,868 | $ | |||||||
AXA Balanced Strategy**,*** |
$ | 53,627 | $ | 468,325 | $ | |||||||
AXA Conservative Growth Strategy**,*** |
$ | 40,139 | $ | 278,236 | $ | |||||||
AXA Conservative Strategy**,*** |
$ | 33,266 | $ | 178,139 | $ | |||||||
AXA Growth Strategy**,*** |
$ | 82,243 | $ | 632,447 | $ | |||||||
AXA Moderate Growth Strategy**,*** |
$ | 90,271 | $ | 1,054,700 | $ | |||||||
AXA Tactical Manager 400 |
$ | 45,724 | $ | 135,815 | $ | |||||||
AXA Tactical Manager 500 |
$ | 106,602 | $ | 928,541 | $ | |||||||
AXA Tactical Manager 2000 |
$ | 55,528 | $ | 357,896 | $ |
82
Administration Fee | ||||||||||||
Portfolio+ |
2009 |
2010 |
2011 |
|||||||||
AXA Tactical Manager International |
$ | 57,865 | $ | 314,761 | $ | |||||||
AXA Ultra Conservative Strategy++ |
N/A | N/A | $ | |||||||||
EQ/AllianceBernstein Dynamic Wealth Strategies ++ |
N/A | N/A | $ | |||||||||
EQ/AllianceBernstein Short-Term Bond ++,**** |
N/A | $ | 303,069 | $ | ||||||||
EQ/AllianceBernstein Small Cap Growth |
$ | 1,010,795 | $ | 1,408,554 | $ | |||||||
EQ/AXA Franklin Small Cap Value Core*,** |
$ | 494,566 | $ | 657,149 | $ | |||||||
EQ/BlackRock Basic Value Equity |
$ | 1,963,930 | $ | 1,918,985 | $ | |||||||
EQ/Boston Advisors Equity Income |
$ | 714,296 | $ | 742,090 | $ | |||||||
EQ/Calvert Socially Responsible |
$ | 93,435 | $ | 105,116 | $ | |||||||
EQ/Capital Guardian Research |
$ | 1,106,424 | $ | 1,216,494 | $ | |||||||
EQ/Common Stock Index |
$ | 4,433,536 | $ | 4,987,696 | $ | |||||||
EQ/Core Bond Index |
$ | 3,238,585 | $ | 5,641,288 | $ | |||||||
EQ/Davis New York Venture |
$ | 458,217 | $ | 439,433 | $ | |||||||
EQ/Equity 500 Index |
$ | 2,456,191 | $ | 2,858,353 | $ | |||||||
EQ/Equity Growth PLUS*,** |
$ | 2,402,961 | $ | 2,818,660 | $ | |||||||
EQ/Franklin Core Balanced*,** |
$ | 1,445,575 | $ | 1,788,731 | $ | |||||||
EQ/Franklin Templeton Allocation**,*** |
$ | 1,809,306 | $ | 2,085,354 | $ | |||||||
EQ/GAMCO Mergers and Acquisitions |
$ | 191,349 | $ | 236,551 | $ | |||||||
EQ/GAMCO Small Company Value |
$ | 1,224,012 | $ | 1,710,011 | $ | |||||||
EQ/Global Bond PLUS*,** |
$ | 1,516,393 | $ | 2,066,788 | $ | |||||||
EQ/Global Multi-Sector Equity*,** |
$ | 2,756,998 | $ | 3,765,637 | $ | |||||||
EQ/Intermediate Government Bond Index |
$ | 1,620,253 | $ | 1,898,592 | $ | |||||||
EQ/International Core PLUS** |
$ | 2,681,373 | $ | 2,124,409 | $ | |||||||
EQ/International Equity Index |
$ | 1,886,197 | $ | 2,040,995 | $ | |||||||
EQ/International ETF |
$ | 832,856 | $ | 345,431 | $ | |||||||
EQ/International Value PLUS |
$ | 1,479,589 | $ | 1,554,076 | $ | |||||||
EQ/JPMorgan Value Opportunities |
$ | 347,533 | $ | 415,146 | $ | |||||||
EQ/Large Cap Core PLUS** |
$ | 2,485,900 | $ | 1,042,939 | $ | |||||||
EQ/Large Cap Growth Index |
$ | 1,698,119 | $ | 1,196,271 | $ | |||||||
EQ/Large Cap Growth PLUS** |
$ | 3,041,382 | $ | 2,579,397 | $ | |||||||
EQ/Large Cap Value Index |
$ | 510,801 | $ | 164,646 | $ | |||||||
EQ/Large Cap Value PLUS** |
$ | 5,419,587 | $ | 5,526,109 | $ | |||||||
EQ/Lord Abbett Large Cap Core |
$ | 183,288 | $ | 256,460 | $ | |||||||
EQ/MFS International Growth |
$ | 595,698 | $ | 868,837 | $ | |||||||
EQ/Mid Cap Index |
$ | 1,161,948 | $ | 1,245,239 | $ | |||||||
EQ/Mid Cap Value PLUS** |
$ | 1,884,442 | $ | 3,012,552 | $ | |||||||
EQ/Money Market |
$ | 2,806,823 | $ | 1,804,778 | $ | |||||||
EQ/Montag & Caldwell Growth |
$ | 363,109 | $ | 398,678 | $ | |||||||
EQ/Morgan Stanley Mid Cap Growth |
$ | 463,184 | $ | 760,673 | $ | |||||||
EQ/Mutual Large Cap Equity*,** |
$ | 946,399 | $ | 1,181,067 | $ | |||||||
EQ/Oppenheimer Global |
$ | 172,415 | $ | 259,009 | $ | |||||||
EQ/PIMCO Ultra Short Bond |
$ | 2,527,681 | $ | 2,910,800 | $ | |||||||
EQ/Quality Bond PLUS** |
$ | 4,145,919 | $ | 4,326,427 | $ | |||||||
EQ/Small Company Index |
$ | 931,684 | $ | 868,414 | $ | |||||||
EQ/T. Rowe Price Growth Stock |
$ | 482,687 | $ | 667,946 | $ | |||||||
EQ/Templeton Global Equity*,** |
$ | 919,042 | $ | 1,174,952 | $ | |||||||
EQ/UBS Growth and Income |
$ | 154,256 | $ | 176,055 | $ | |||||||
EQ/Van Kampen Comstock |
$ | 246,686 | $ | 283,726 | $ | |||||||
EQ/Wells Fargo Omega Growth |
$ | 280,777 | $ | 481,488 | $ |
83
+ | EQ/AllianceBernstein Short-Term Government Bond Portfolio is not included in the table above because it had no operations during the periods indicated in the table. |
++ | No administrative fees were paid by EQ/AllianceBernstein Short-Term Bond Portfolio prior to October 25, 2010. No administrative fees were paid by EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio prior to February 18, 2011. No administrative fees were paid by AXA Ultra Conservative Strategy Portfolio prior to September 28, 2011 |
* | Prior to May 1, 2009, the Portfolio was subject to a different administrative fee structure. |
** | Prior to August 1, 2010, the Portfolio was subject to a different administrative fee structure. |
*** | Prior to September 1, 2011, the Portfolio was subject to a different administrative fee structure. |
**** | Prior to October 1, 2011 the Portfolio was subject to a different administrative fee structure. |
The Distributor
The Trust has distribution agreements with AXA Distributors (also referred to as the Distributor), by which AXA Distributors serves as Distributor for the Trusts Class IA shares, Class IB shares and Class K shares. AXA Distributors is an indirect wholly owned subsidiary of AXA Equitable and an affiliate of FMG LLC and its address is 1290 Avenue of the Americas, New York, New York 10104.
The Trusts distribution agreements with respect to the Class IA, Class IB and Class K shares of the Portfolios (Distribution Agreements) have been approved by the Trusts Board, including a majority of the Independent Trustees, with respect to each Portfolio. The Distribution Agreements will remain in effect from year to year provided each Distribution Agreements continuance is approved annually by (i) a majority of the Independent Trustees who are not parties to such agreement and, if applicable, who have no direct or indirect financial interest in the operation of the Rule 12b-1 Distribution Plans 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 Rule 12b-1 Distribution Plans. Under the Rule 12b-1 Distribution Plans, each Portfolio is authorized to pay the Distributor an annual distribution fee of up to 0.25% of each Portfolios average daily net assets attributable to Class IA and Class IB shares. There is no distribution plan with respect to Class K shares and the Portfolios pay no distribution fees with respect to those shares.
The Board considered various factors in connection with its decision as to whether to approve the Rule 12b-1 Distribution Plans, including: (i) the nature and causes of the circumstances which make approval or continuation of the Rule 12b-1 Distribution Plans necessary and appropriate; (ii) the way in which the Rule 12b-1 Distribution Plans 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 Rule 12b-1 Distribution Plans to any other person relative to those of the Trust; (v) the effect of the Rule 12b-1 Distribution Plans 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 Rule 12b-1 Distribution Plans 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, including the Independent Trustees with no direct or
84
indirect financial interest in the Rule 12b-1 Distribution Plans or any related agreements, unanimously determined, in the exercise of its reasonable business judgment, that the Rule 12b-1 Distribution Plans are reasonably likely to benefit the Trust and the shareholders of the Portfolios. As such, the Trustees, including such Independent Trustees, approved the Rule 12b-1 Distribution Plans and their continuance.
Pursuant to the Rule 12b-1 Distribution Plans, the Trust compensates the Distributor from assets attributable to the Class IA and 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 Distributor on a monthly basis. A portion of the amounts received by the Distributor will be used to defray various costs incurred or paid by the Distributor 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 IA and Class IB shares. The Distributor 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 IA and Class IB shares.
The Rule 12b-1 Distribution Plans are 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 Distributor. The Trustees, however, take into account such expenditures for purposes of reviewing operations under the Rule 12b-1 Distribution Plans and in connection with their annual consideration of the Rule 12b-1 Distribution Plans, 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 IA and 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 IA and Class IB shares of the Trust; (c) holding seminars and sales meetings designed to promote the distribution of Trust Class IA and 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 performance of the Portfolios; (e) training sales personnel regarding the Class IA and Class IB shares of the Trust; and (f) financing any other activity that the Distributor determines is primarily intended to result in the sale of Class IA and Class IB shares.
AXA Equitable and the Distributor 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 Distributor also may receive payments from Advisers of the Trusts 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 Distributor pays all fees and expenses in connection with its qualification and registration as a broker or dealer under federal and state laws. In the capacity of agent, the 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. Each Distribution Agreement provides that the Distributor shall accept orders for shares at net asset value without sales commissions or loads being charged. The Distributor has made no firm commitment to acquire shares of any Portfolio.
The Rule 12b-1 Distribution Plans and any Rule 12b-1 related agreement that is entered into by the Trust with the Distributor of the Class IA and Class IB shares in connection with the Rule 12b-1 Distribution Plans 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 Trusts Board, and a
85
majority of the Independent Trustees, with no direct or indirect financial interest in the operation of the Rule 12b-1 Distribution Plans 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 Trusts Board 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 Agreements. In addition, the Rule 12b-1 Distribution Plans and any Rule 12b-1 related agreement may be terminated as to Class IA and Class IB shares of a Portfolio at any time, without penalty, by vote of a majority of the outstanding Class IA and Class IB shares of the Portfolio, as applicable, or by vote of a majority of the Independent Trustees, with no direct or indirect financial interest in the operation of the Rule 12b-1 Distribution Plans or Rule 12b-1 related agreement. The Rule 12b-1 Distribution Plans also provide that they may not be amended to increase materially the amount (up to 0.25% of Class IA or Class IB average daily net assets annually) that may be spent for distribution of Class IA or Class IB shares of any Portfolio without the approval of Class IA or Class IB shareholders of that Portfolio.
Prior to April 30, 2011, AXA Advisors also served as a Distributor for the Trusts Class IA and IB shares.
The table below shows the amount paid by each listed Portfolio to the Distributor and to AXA Advisors pursuant to the Rule 12b-1 Distribution Plans for the year ended December 31, 2011.
Portfolio* |
Distribution Fee
|
Distribution Fee
|
Total
|
|||||||||
ATM International |
$ | $ | $ | |||||||||
ATM Large Cap |
$ | $ | $ | |||||||||
ATM Mid Cap |
$ | $ | $ | |||||||||
ATM Small Cap |
$ | $ | $ | |||||||||
AXA Tactical Manager International |
$ | $ | $ | |||||||||
AXA Tactical Manager 400 |
$ | $ | $ | |||||||||
AXA Tactical Manager 500 |
$ | $ | $ | |||||||||
AXA Tactical Manager 2000 |
$ | $ | $ | |||||||||
AXA Conservative Strategy |
$ | $ | $ | |||||||||
AXA Conservative Growth Strategy |
$ | $ | $ | |||||||||
AXA Balanced Strategy |
$ | $ | $ | |||||||||
AXA Moderate Growth Strategy |
$ | $ | $ | |||||||||
AXA Growth Strategy |
$ | $ | $ | |||||||||
AXA Ultra Conservative Strategy** |
$ | $ | $ | |||||||||
All Asset Growth Alt 20 |
$ | $ | $ | |||||||||
EQ/AllianceBernstein Dynamic Wealth Strategies** |
$ | $ | $ | |||||||||
EQ/AllianceBernstein Short-Term Bond |
$ | $ | $ | |||||||||
EQ/AllianceBernstein Small Cap Growth |
$ | $ | $ | |||||||||
EQ/AXA Franklin Small Cap Value Core |
$ | $ | $ | |||||||||
EQ/BlackRock Basic Value Equity |
$ | $ | $ | |||||||||
EQ/Boston Advisors Equity Income |
$ | $ | $ | |||||||||
EQ/Calvert Socially Responsible |
$ | $ | $ | |||||||||
EQ/Capital Guardian Research |
$ | $ | $ | |||||||||
EQ/Common Stock Index |
$ | $ | $ | |||||||||
EQ/Core Bond Index |
$ | $ | $ | |||||||||
EQ/Davis New York Venture |
$ | $ | $ | |||||||||
EQ/Equity 500 Index |
$ | $ | $ | |||||||||
EQ/Equity Growth PLUS |
$ | $ | $ | |||||||||
EQ/Franklin Core Balanced |
$ | $ | $ |
86
Portfolio* |
Distribution Fee
|
Distribution Fee
|
Total
|
|||||||||
EQ/Franklin Templeton Allocation |
$ | $ | $ | |||||||||
EQ/GAMCO Mergers and Acquisitions |
$ | $ | $ | |||||||||
EQ/GAMCO Small Company Value |
$ | $ | $ | |||||||||
EQ/Global Bond PLUS |
$ | $ | $ | |||||||||
EQ/Global Multi-Sector Equity |
$ | $ | $ | |||||||||
EQ/Intermediate Government Bond Index |
$ | $ | $ | |||||||||
EQ/International Core PLUS |
$ | $ | $ | |||||||||
EQ/International Equity Index |
$ | $ | $ | |||||||||
EQ/International ETF |
$ | $ | $ | |||||||||
EQ/International Value 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 Large Cap Core |
$ | $ | $ | |||||||||
EQ/MFS International Growth |
$ | $ | $ | |||||||||
EQ/Mid Cap Index |
$ | $ | $ | |||||||||
EQ/Mid Cap Value PLUS |
$ | $ | $ | |||||||||
EQ/Money Market*** |
$ | $ | $ | |||||||||
EQ/Montag & Caldwell Growth |
$ | $ | $ | |||||||||
EQ/Morgan Stanley Mid Cap Growth |
$ | $ | $ | |||||||||
EQ/Mutual Large Cap Equity |
$ | $ | $ | |||||||||
EQ/Oppenheimer Global |
$ | $ | $ | |||||||||
EQ/PIMCO Ultra Short Bond |
$ | $ | $ | |||||||||
EQ/Quality Bond Plus |
$ | $ | $ | |||||||||
EQ/Small Company Index |
$ | $ | $ | |||||||||
EQ/T. Rowe Price Growth Stock |
$ | $ | $ | |||||||||
EQ/Templeton Global Equity |
$ | $ | $ | |||||||||
EQ/UBS Growth & Income |
$ | $ | $ | |||||||||
EQ/Van Kampen Common Stock |
$ | $ | $ | |||||||||
EQ/Wells Fargo Omega Growth |
$ | $ | $ |
* | EQ/AllianceBernstein Short-Term Government Bond Portfolio is not included in the table above because it had no operations during 2011. |
** | No distribution fees were paid by AXA Ultra Conservative Strategy Portfolio prior to September 28, 2011. No distribution fees were paid by EQ/AllianceBernstein Dynamic Wealth Strategies Portfolio prior to February 18, 2011. |
*** | For the year ended December 31, 2011, the Distributor and AXA Advisors waived $ in fees. |
BROKERAGE ALLOCATION AND OTHER STRATEGIES
Brokerage Commissions
The Portfolios of the Trust may be 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.
87
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 Portfolios 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 Board 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.
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. 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 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, the Advisers 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.
88
Certain Advisers may obtain third-party research from broker-dealers or non-broker dealers by entering into commission sharing arrangements (CSAs). Under a CSA, the executing broker-dealer agrees that part of the commissions it earns on certain equity trades will be allocated to one or more research providers as payment for research. CSAs allow an Adviser to direct broker-dealers to pool commissions that are generated from orders executed at that broker-dealer, and then periodically direct the broker-dealer to pay third party research providers for research.
The overall reasonableness of commissions paid will be determined by evaluating 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 Managers and Advisers expenses in managing the Portfolios.
During the years ended December 31, 2009, 2010 and 2011, respectively, the listed Portfolios paid the amounts indicated in brokerage commissions:
Brokerage Commissions Paid | ||||||||||||
Portfolio* |
2009 |
2010 |
2011 |
|||||||||
All Asset Growth Alt 20 |
$ | 15,219 | $ | 10,117 | $ | |||||||
ATM International |
$ | 2,014,121 | $ | 760,399 | $ | |||||||
ATM Large Cap |
$ | 707,537 | $ | 1,082,143 | $ | |||||||
ATM Mid Cap |
$ | 385,273 | $ | 282,839 | $ | |||||||
ATM Small Cap |
$ | 127,100 | $ | 340,124 | $ | |||||||
AXA Tactical Manager International |
$ | 29,835 | $ | 118,036 | $ | |||||||
AXA Tactical Manager 400 |
$ | 4,289 | $ | 23,046 | $ | |||||||
AXA Tactical Manager 500 |
$ | 35,484 | $ | 206,918 | $ | |||||||
AXA Tactical Manager 2000 |
$ | 15,700 | $ | 112,692 | $ | |||||||
EQ/AllianceBernstein Dynamic Wealth Strategies |
N/A | N/A | $ | |||||||||
EQ/AllianceBernstein Short-Term Bond |
N/A | $ | 9,861 | $ | ||||||||
EQ/AllianceBernstein Small Cap Growth |
$ | 1,688,405 | $ | 1,407,363 | $ | |||||||
EQ/AXA Franklin Small Cap Value Core |
$ | 996,436 | $ | 119,840 | $ | |||||||
EQ/BlackRock Basic Value Equity |
$ | 4,594,142 | $ | 3,262,139 | $ | |||||||
EQ/Boston Advisors Equity Income |
$ | 1,379,136 | $ | 1,037,942 | $ | |||||||
EQ/Calvert Socially Responsible |
$ | 21,245 | $ | 20,682 | $ | |||||||
EQ/Capital Guardian Research |
$ | 1,072,287 | $ | 434,903 | $ | |||||||
EQ/Common Stock Index |
$ | 261,981 | $ | 282,163 | $ | |||||||
EQ/Core Bond Index |
$ | 940,197 | N/A | $ | ||||||||
EQ/Davis New York Venture |
$ | 779,491 | $ | 96,881 | $ | |||||||
EQ/Equity 500 Index |
$ | 74,418 | $ | 47,648 | $ | |||||||
EQ/Equity Growth PLUS |
$ | 3,313,174 | $ | 1,030,297 | $ | |||||||
EQ/Franklin Core Balanced |
$ | 1,089,385 | $ | 213,503 | $ | |||||||
EQ/Franklin Templeton Allocation |
N/A | N/A | $ | |||||||||
EQ/GAMCO Mergers and Acquisitions |
$ | 239,026 | $ | 502,424 | $ | |||||||
EQ/GAMCO Small Company Value |
$ | 857,746 | $ | 739,514 | $ | |||||||
EQ/Global Bond PLUS |
N/A | N/A | $ | |||||||||
EQ/Global Multi-Sector Equity |
$ | 4,654,918 | $ | 1,777,604 | $ | |||||||
EQ/Intermediate Government Bond Index |
$ | 107,715 | $ | 34,964 | $ |
89
Brokerage Commissions Paid | ||||||||||||
Portfolio* |
2009 |
2010 |
2011 |
|||||||||
EQ/International Core PLUS |
$ | 372,445 | $ | 339,574 | $ | |||||||
EQ/International Equity Index |
$ | 1,558,687 | $ | 1,701,059 | $ | |||||||
EQ/International ETF |
$ | 314,124 | $ | 18,833 | $ | |||||||
EQ/International Value PLUS |
$ | 7,340,668 | N/A | $ | ||||||||
EQ/JPMorgan Value Opportunities |
$ | 649,326 | $ | 469,295 | $ | |||||||
EQ/Large Cap Core PLUS |
$ | 1,343,748 | $ | 240,254 | $ | |||||||
EQ/Large Cap Growth Index |
$ | 687,991 | $ | 46,795 | $ | |||||||
EQ/Large Cap Growth PLUS |
$ | 997,216 | $ | 614,986 | $ | |||||||
EQ/Large Cap Value Index |
$ | 201,714 | $ | 7,519 | $ | |||||||
EQ/Large Cap Value PLUS |
$ | 2,169,716 | $ | 2,265,921 | $ | |||||||
EQ/Lord Abbett Large Cap Core |
$ | 68,271 | $ | 54,292 | $ | |||||||
EQ/MFS International Growth |
$ | 1,004,962 | $ | 1,320,072 | $ | |||||||
EQ/Mid Cap Index |
$ | 51,890 | $ | 68,755 | $ | |||||||
EQ/Mid Cap Value PLUS |
$ | 2,885,396 | $ | 864,092 | $ | |||||||
EQ/Money Market |
N/A | N/A | $ | |||||||||
EQ/Montag & Caldwell Growth |
$ | 255,598 | $ | 281,103 | $ | |||||||
EQ/Morgan Stanley Mid Cap Growth |
$ | 374,447 | $ | 551,539 | $ | |||||||
EQ/Mutual Large Cap Equity |
$ | 1,214,954 | $ | 275,376 | $ | |||||||
EQ/Oppenheimer Global |
$ | 82,300 | $ | 124,059 | $ | |||||||
EQ/PIMCO Ultra Short Bond |
$ | 87,014 | $ | 82,758 | $ | |||||||
EQ/Quality Bond PLUS |
N/A | N/A | $ | |||||||||
EQ/Small Company Index |
$ | 936,926 | $ | 221,663 | $ | |||||||
EQ/T. Rowe Price Growth Stock |
$ | 315,411 | $ | 288,185 | $ | |||||||
EQ/Templeton Global Equity |
$ | 721,557 | $ | 211,056 | $ | |||||||
EQ/UBS Growth and Income |
$ | 183,368 | $ | 157,725 | $ | |||||||
EQ/Van Kampen Comstock |
$ | 166,305 | $ | 128,799 | $ | |||||||
EQ/Wells Fargo Omega Growth |
$ | 169,048 | $ | 1,301,643 | $ |
* | The Strategic Allocation Portfolios and the EQ/AllianceBernstein Short-Term Government Portfolio are not included in the table above because they did not pay brokerage commissions during the periods indicated. |
| 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), investment strategy changes, the appointment of a new or additional Adviser, changes in transaction costs and market conditions. |
Brokerage Transactions with Affiliates
To the extent permitted by law and in accordance with procedures established by the Trusts Board, 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 a portion of a Portfolio that has multiple portions advised by different Advisers and/or the Manager to engage in principal and brokerage transactions with an Adviser (or an affiliate of that Adviser) to another portion of the same Portfolio, subject to certain conditions. 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
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customary brokers 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, 2009, 2010 and 2011, respectively, the following Portfolios paid the amounts indicated to the affiliated broker-dealers of the Manager, the Distributor, or AXA Advisors
CALENDAR YEAR ENDED DECEMBER 31, 2009
Portfolio |
Affiliated Broker-Dealer |
Aggregate
Brokerage Commissions Paid |
Percentage
of Total Brokerage Commissions |
Percentage of
Transactions (Based On Dollar Amounts) |
||||||||||
EQ/Davis New York Venture |
Sanford C. Bernstein & Co., Inc. |
$ | 8,170 | 1.05% | 0.04% | |||||||||
EQ/GAMCO Mergers and Acquisitions |
Gabelli & Company, Inc. |
$ | 151,162 | 63.24% | 9.97% | |||||||||
EQ/GAMCO Small Company Value |
Gabelli & Company, Inc. |
$ | 448,748 | 52.32% | 10.40% | |||||||||
EQ/Global Multi-Sector Equity |
BNP Paribas | $ | 1,721 | 0.04% | 0.00% | |||||||||
Morgan Stanley & Co., Inc. |
$ | 55,986 | 1.20% | 0.00% | ||||||||||
Sanford C. Bernstein & Co., Inc. |
$ | 12,883 | 0.28% | 0.00% | ||||||||||
EQ/International Value PLUS |
Exane S.A. |
$ | 18,529 | 0.25% | 0.01% | |||||||||
EQ/JPMorgan Value Opportunities |
Sanford C. Bernstein & Co., Inc. |
$ | 4,413 | 0.68% | 0.35% | |||||||||
EQ/Large Cap Core PLUS |
Sanford C. Bernstein & Co., Inc. |
$ | 20,395 | 1.52% | 0.58% | |||||||||
EQ/Mid Cap Value PLUS |
BNP Paribas |
$ | 22 | 0.00% | 0.00% | |||||||||
Sanford C. Bernstein & Co., Inc. |
$ | 3,058 | 0.11% | 0.12% | ||||||||||
EQ/Montag & Caldwell Growth |
Sanford C. Bernstein & Co., Inc. |
$ | 7,400 | 2.90% | 2.13% | |||||||||
EQ/Morgan Stanley Mid Cap Growth |
BIDS Trading, L.P. |
$ | 425 | 0.11% | 0.34% | |||||||||
Morgan Stanley & Co., Inc. |
$ | 2,884 | 0.77% | 0.22% | ||||||||||
Sanford C. Bernstein & Co., Inc. |
$ | 3,858 | 1.03% | 0.76% | ||||||||||
EQ/Mutual Large Cap Equity |
Sanford C. Bernstein & Co., Inc. |
$ | 6,897 | 0.57% | 0.03% | |||||||||
EQ/Oppenheimer Global |
Exane S.A. | $ | 49 | 0.06% | 0.01% | |||||||||
Sanford C. Bernstein & Co., Inc. |
$ | 2,977 | 3.62% | 0.32% |
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Portfolio |
Affiliated Broker-Dealer |
Aggregate
Brokerage Commissions Paid |
Percentage
of Total Brokerage Commissions |
Percentage of
Transactions (Based On Dollar Amounts) |
||||||||||
EQ/T. Rowe Price Growth Stock |
Exane S.A. | $ | 705 | 0.22% | 0.04% | |||||||||
Sanford C. Bernstein & Co., Inc. |
$ | 2,519 | 0.80% | 0.41% | ||||||||||
EQ/UBS Growth and Income |
Sanford C. Bernstein & Co., Inc. |
$ | 821 | 0.45% | 1.11% | |||||||||
UBS AG | $ | 3,824 | 2.09% | 2.51% | ||||||||||
EQ/Van Kampen Comstock |
BIDS Trading, L.P. | $ | 521 | 0.31% | 0.26% | |||||||||
Exane S.A. | $ | 132 | 0.08% | 0.07% | ||||||||||
Morgan Stanley & Co., Inc. |
$ | 5,504 | 3.31% | 2.91% | ||||||||||
Sanford C. Bernstein & Co., Inc. |
$ | 3,091 | 1.86% | 1.61% |
| 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), investment strategy changes, the appointment of a new or additional Advisers, changes in transaction costs and market conditions. |
CALENDAR YEAR ENDED DECEMBER 31, 2010
Portfolio |
Affiliated Broker-Dealer |
Aggregate
Brokerage Commissions Paid |
Percentage
of Total Brokerage Commissions |
Percentage of
Transactions (Based On Dollar Amounts) |
||||||||||
EQ/Davis New York Venture |
Sanford C. Bernstein |
$ | 3,409 | 3.52% | 0.11% | |||||||||
EQ/GAMCO Mergers and Acquisitions |
Gabelli |
$ | 351,318 | 69.92% | 14.92% | |||||||||
EQ/GAMCO Small Company Value |
Gabelli |
$ | 393,044 | 53.15% | 15.16% | |||||||||
EQ/Global Multi-Sector Equity |
Morgan Stanley |
$ | 9,479 | 0.53% | 0.00% | |||||||||
Sanford C. Bernstein |
$ | 10,244 | 0.58% | 0.00% | ||||||||||
BIDS | $ | 49 | 0.00% | 0.00% | ||||||||||
EQ/International Equity Index |
Exane SA |
$ | 32,937 | 1.94% | 0.10% | |||||||||
EQ/JPMorgan Value Opportunities |
Sanford C. Bernstein |
$ | 1,056 | 0.23% | 0.11% | |||||||||
EQ/Large Cap Core PLUS |
Sanford C. Bernstein |
$ | 6,431 | 2.68% | 0.35% | |||||||||
EQ/Mid Cap Value PLUS |
Sanford C. Bernstein |
$ | 996 | 0.12% | 0.01% | |||||||||
EQ/Montag & Caldwell Growth |
Sanford C. Bernstein |
$ | 12,108 | 4.31% | 2.07% | |||||||||
EQ/Morgan Stanley Mid Cap Growth |
Exane SA |
$ | 11,767 | 2.13% | 0.55% | |||||||||
Sanford C. Bernstein |
$ | 8,303 | 1.51% | 1.30% | ||||||||||
EQ/Mutual Large Cap Equity |
Sanford C. Bernstein |
$ | 7,258 | 2.64% | 0.06% | |||||||||
Exane SA |
$ | 37 | 0.01% | 0.00% | ||||||||||
EQ/Oppenheimer Global |
BNP Paribas |
$ | 4,663 | 3.76% | 1.02% | |||||||||
Sanford C. Bernstein |
$ | 4,968 | 4.00% | 0.29% | ||||||||||
EQ/T. Rowe Price Growth Stock |
Sanford C. Bernstein |
$ | 7,344 | 2.55% | 0.94% |
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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 |
Sanford C. Bernstein |
$ | 1,386 | 0.88% | 2.34% | |||||||||
UBS |
$ | 805 | 0.51% | 0.69% | ||||||||||
EQ/Van Kampen Comstock |
Morgan Stanley |
$ | 2,861 | 2.22% | 2.09% | |||||||||
Sanford C. Bernstein |
$ | 5,852 | 4.54% | 2.94% | ||||||||||
EQ/Wells Fargo Omega Growth |
Sanford C. Bernstein |
$ | 65 | 0.00% | 0.01% |
| 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), investment strategy changes, the appointment of a new or additional Advisers, changes in transaction costs and market conditions. |
CALENDAR YEAR ENDED DECEMBER 31, 2011
Portfolio |
Affiliated Broker-Dealer |
Aggregate
Brokerage Commissions Paid |
Percentage
of Total Brokerage Commissions |
Percentage of
Transactions (Based On Dollar Amounts) |
||||||||||
EQ/Davis New York Venture |
$ | % | % | |||||||||||
EQ/GAMCO Mergers and Acquisitions |
$ | % | % | |||||||||||
EQ/GAMCO Small Company Value |
$ | % | % | |||||||||||
EQ/Global Multi-Sector Equity |
$ | % | % | |||||||||||
$ | % | % | ||||||||||||
$ | % | % | ||||||||||||
EQ/International Equity Index |
$ | % | % | |||||||||||
EQ/JPMorgan Value Opportunities |
$ | % | % | |||||||||||
EQ/Large Cap Core PLUS |
$ | % | % | |||||||||||
EQ/Mid Cap Value PLUS |
$ | % | % | |||||||||||
EQ/Montag & Caldwell Growth |
$ | % | % | |||||||||||
EQ/Morgan Stanley Mid Cap Growth |
$ | % | % | |||||||||||
$ | % | % | ||||||||||||
EQ/Mutual Large Cap Equity |
$ | % | % | |||||||||||
$ | % | % | ||||||||||||
EQ/Oppenheimer Global |
$ | % | % | |||||||||||
$ | % | % | ||||||||||||
EQ/T. Rowe Price Growth Stock |
$ | % | % | |||||||||||
EQ/UBS Growth and Income |
$ | % | % | |||||||||||
$ | % | % | ||||||||||||
EQ/Van Kampen Comstock |
$ | % | % | |||||||||||
$ | % | % | ||||||||||||
EQ/Wells Fargo Omega Growth |
$ | % | % |
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| 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), investment strategy changes, the appointment of a new or additional Advisers, changes in transaction costs and market conditions. |
Brokerage Transactions Relating to Research Services
For the fiscal year ended December 31, 2011, 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 Dynamic Wealth Strategies |
$ | $ | ||||||
EQ/AllianceBernstein Small Cap Growth |
$ | $ | ||||||
EQ/AXA Franklin Small Cap Value Core |
$ | $ | ||||||
EQ/BlackRock Basic Value Equity |
$ | $ | ||||||
EQ/Boston Advisors Equity Income |
$ | $ | ||||||
EQ/Capital Guardian Research |
$ | $ | ||||||
EQ/Equity Growth PLUS |
$ | $ | ||||||
EQ/Franklin Core Balanced |
$ | $ | ||||||
EQ/Global Multi-Sector Equity |
$ | $ | ||||||
EQ/International Core PLUS |
$ | $ | ||||||
EQ/International Equity Index |
$ | $ | ||||||
EQ/JPMorgan Opportunities |
$ | $ | ||||||
EQ/Large Cap Core PLUS |
$ | $ | ||||||
EQ/Large Cap Growth PLUS |
$ | $ | ||||||
EQ/Large Cap Value PLUS |
$ | $ | ||||||
EQ/MFS International Growth |
$ | $ | ||||||
EQ/Mid Cap Value PLUS |
$ | $ | ||||||
EQ/Montag & Caldwell Growth |
$ | $ | ||||||
EQ/Morgan Stanley Mid Cap Growth |
$ | $ | ||||||
EQ/Mutual Large Cap Equity |
$ | $ | ||||||
EQ/Oppenheimer Global |
$ | $ | ||||||
EQ/T. Rowe Price Growth Stock |
$ | $ | ||||||
EQ/Templeton Global Equity |
$ | $ | ||||||
EQ/UBS Growth and Income |
$ | $ | ||||||
EQ/Van Kampen Comstock |
$ | $ | ||||||
EQ/Wells Fargo Omega Growth |
$ | $ |
Investments in Regular Broker-dealers
As of December 31, 2011, the Portfolios owned securities issued by their regular brokers or dealers (or by their parents) as follows:
Portfolio |
Broker or Dealer
|
Type of Security |
Value
|
|||
ATM International |
||||||
ATM Large Cap |
||||||
ATM Mid Cap |
||||||
ATM Small Cap |
||||||
AXA Tactical Manager 2000 |
||||||
AXA Tactical Manager 400 |
||||||
AXA Tactical Manager 500 |
||||||
AXA Tactical Manager International |
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Portfolio |
Broker or Dealer
|
Type of Security |
Value
|
|||
All Asset Growth Alt 20 |
||||||
EQ/AXA Franklin Small Cap Value Core |
||||||
EQ/AllianceBernstein Dynamic Wealth Strategies |
||||||
EQ/AllianceBernstein Short-Term Bond |
||||||
EQ/AllianceBernstein Short-Term Government Bond |
||||||
EQ/AllianceBernstein Small Cap Growth |
||||||
EQ/BlackRock Basic Value Equity |
||||||
EQ/Boston Advisors Equity Income |
||||||
EQ/Calvert Socially Responsible |
||||||
EQ/Capital Guardian Research |
||||||
EQ/Common Stock Index |
||||||
EQ/Core Bond Index |
||||||
EQ/Davis New York Venture |
||||||
EQ/Equity 500 Index |
||||||
EQ/Equity Growth PLUS |
||||||
EQ/Franklin Core Balanced |
||||||
EQ/GAMCO Mergers and Acquisitions |
||||||
EQ/GAMCO Small Company Value |
||||||
EQ/Global Bond PLUS |
||||||
EQ/Global Multi-Sector Equity |
||||||
EQ/International Core PLUS |
||||||
EQ/Intermediate Government Bond Index |
||||||
EQ/International Equity Index |
||||||
EQ/International ETF |
||||||
EQ/International Value 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 Large Cap Core |
||||||
EQ/MFS International Growth |
||||||
EQ/Mid Cap Index |
||||||
EQ/Mid Cap Value PLUS |
||||||
EQ/Money Market |
||||||
EQ/Montag & Caldwell Growth |
||||||
EQ/Morgan Stanley Mid Cap Growth |
||||||
EQ/Mutual Large Cap Equity |
||||||
EQ/Oppenheimer Global |
||||||
EQ/PIMCO Ultra Short Bond |
||||||
EQ/Quality Bond PLUS |
||||||
EQ/Small Company Index |
95
Portfolio |
Broker or Dealer
|
Type of Security |
Value
|
|||
EQ/T.Rowe Price Growth Stock |
||||||
EQ/Templeton Global Equity |
||||||
EQ/UBS Growth & Income |
||||||
EQ/Van Kampen Comstock |
||||||
EQ/Wells Fargo Omega Growth |
PROXY VOTING POLICIES AND PROCEDURES
Pursuant to the Trusts 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 All Asset Growth Alt 20 Portfolio, EQ/International ETF Portfolio, EQ/Franklin Templeton Allocation Portfolio, the Strategic Allocation Portfolios, and the ETF and fund of funds allocated portions, as applicable, of the PLUS Portfolios, to the applicable Advisers. The primary focus of the Trusts 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 Advisers proxy voting. A description of the proxy voting policies and procedures that each Adviser uses to determine how to vote proxies relating to the Portfolios portfolio securities are included in Appendix D to this SAI. With respect to the All Asset Growth Alt 20 Portfolio, EQ/International ETF Portfolio, EQ/Franklin Templeton Allocation Portfolio, the Strategic Allocation Portfolios, and the ETF and fund of funds allocated portions, as applicable, 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 FMG LLC, the Distributor or their affiliates could be deemed to have a conflict of interest, FMG LLC will vote shares held by the All Asset Growth Alt 20 Portfolio, EQ/International ETF Portfolio, EQ/Franklin Templeton Allocation Portfolio, the Strategic Allocation Portfolios, and the ETF and fund of funds allocated portions, as a applicable, 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 Portfolios or Underlying ETFs 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 Trusts website at http://www.axa-equitablefunds.com (go to EQ Advisors Trust Portfolios and click on Proxy Voting Records) and (2) on the SECs 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 Portfolios 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, |
96
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 Trusts Board 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 Trusts Board 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 Years Day (observed), Martin Luther King, Jr. Day, Washingtons 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 Portfolios shares are not priced, the value of the Portfolios 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. |
|
Corporate bonds and notes 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 and notes are valued at a bid price estimated by a broker. |
|
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 common stocks. Convertible bonds may be matrix-priced based upon the conversion value to the underlying common stocks and market premiums. |
97
|
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. |
|
Exchange traded options are valued at their last sales price or, if not available, previous days 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 settlement 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 All Asset Growth Alt 20 Portfolio, the EQ/Franklin Templeton Allocation Portfolio, the Strategic Allocation Portfolios and the fund of funds allocated portion of the EQ/Quality Bond PLUS Portfolio, as well as shares of open end mutual funds (other than ETFs) held by any other Portfolio or an Underlying Portfolio, will be valued at the net asset value of the shares of such funds as described in the funds prospectuses. |
|
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. 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. |
All securities held in the EQ/Money Market Portfolio are valued at amortized cost. 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 Trusts calculations of net asset values for each applicable Portfolio when the Trust deems that the event or circumstance would materially affect such Portfolios 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 Trusts Valuation Committee, which was established by the Board, determines the value of any of the Trusts securities and assets for which market quotations are not readily available or for which valuation cannot otherwise be provided in accordance with procedures adopted by the Board. 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 a fair valuation method adopted by the Trusts Board that relies on other available pricing inputs. As such, fair value pricing is based on subjective judgments and it is possible that the valuations reached may differ materially from the value realized on a sale. This policy is intended to assure that the Portfolios net asset value fairly reflects security values as of the time of pricing. Also, fair valuation of a Portfolios 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 Portfolios 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 Trusts 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
98
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.
The Manager and Advisers may, from time to time, under the general supervision of the Board or the Trusts 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.
Redemptions In Kind
The Trusts organizational documents provide that it may redeem its shares in kind. The Trust has elected, pursuant to Rule 18f-1 under the 1940 Act, to commit itself to pay in cash all requests for redemption by any shareholder of record, limited in amount with respect to each shareholder during any 90-day period to the lesser of: (i) $250,000; or (ii) 1% of the net asset value of the Trust at the beginning of such period. If shares are redeemed through a distribution of assets of the Trust, the recipient would incur brokerage commissions upon the sale of such securities.
Each Portfolio is treated for federal tax purposes as a separate corporation. The Trust intends that each Portfolio will qualify or will continue to qualify each taxable year to be treated as a regulated investment company under Subchapter M of Chapter 1, Subtitle A, of the Code (RIC). By doing so, a 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 qualify or 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 (without regard to losses) 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 Portfolios 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 Portfolios total assets and that does not represent more than 10% of the issuers 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). 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
99
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 each such account would no longer be eligible for tax deferral, and (3) all distributions out of the Portfolios 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.
Subchapter L of Chapter 1, Subtitle A, of the Code (Subchapter L) 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 a pro rata portion of the Portfolios assets as the accounts 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 All Asset Growth Alt 20 Portfolio, the EQ/Franklin Templeton Allocation Portfolio or the Strategic Allocation Portfolios invests also satisfies those requirements, a separate account investing in that Portfolio will effectively treat a pro rata portion of the Underlying Portfolios assets as its own for those purposes. The same treatment will not apply, however, with respect to any ETF, including any Underlying ETF (even one that also is treated as a RIC) in which the EQ/International ETF Portfolio, the All Asset Growth Alt 20 Portfolio or any other 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, except as permitted by the safe harbor described below, 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 accounts total assets are Qualifying Assets. Compliance with the regulations is tested on the last day of each calendar year (which is each Portfolios taxable year) quarter. If a Portfolio that has satisfied those requirements for the first quarter of its first taxable year, it has a 30-day period after the end of each subsequent quarter in which to cure any non-compliance.
Many technical rules govern the computation of a Portfolios, Underlying Portfolios or Underlying ETFs investment company taxable income (or income and deductions, in the case of an Underlying ETF that is not a grantor trust and not a RIC) and net capital gain. (As used in the balance of this Taxation section, the word Portfolio includes each Underlying Portfolio and each Underlying ETF.) 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.
100
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 Portfolios 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 QEFs 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 the fair market value of a PFICs stock over a Portfolios 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 Portfolios adjusted basis in each PFICs stock with respect to which it has made this election will be adjusted to reflect the amounts of income included and deductions taken thereunder.
Certain Portfolios may acquire (1) zero coupon securities issued with original issue discount (OID), (2) payment-in-kind securities, and/or (3) Treasury inflation-indexed securities (initially known as Treasury inflation-protection securities) (TIPS), on which principal is adjusted based on changes in the Consumer Price Index. A Portfolio must include in its gross income the OID that accrues on OID securities, securities it receives as interest on payment-in-kind securities, and the amount of any principal increases on TIPS, during the taxable year, even if it receives no corresponding payment on them during the year. Because a Portfolio annually must distribute substantially all of its investment company taxable income, including any accrued OID and other non-cash income, to satisfy the Distribution Requirement, it might be required in a particular year to distribute as a dividend an amount that is greater than the total amount of cash it actually receives. Those distributions would have to be made from a Portfolios cash assets or, if necessary, from the proceeds of sales of its portfolio securities. A Portfolio might realize capital gains or losses from those sales, which would increase or decrease its investment company taxable income and/or net capital gain.
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 trusts shareholders to the same extent as it limits the potential liabilities of a Delaware corporations shareholders, 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
101
them in connection with the Trust. The trust instrument provides for indemnification from a Portfolios property for all losses and expenses of any Portfolio shareholder held personally liable for the obligations of the Portfolio. Thus, the risk of a shareholders 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 the Manager 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, Class IB shares and Class K shares. A share of each class of a Portfolio represents an identical interest in that Portfolios 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, to the extent the expenses of the classes differ, dividends and liquidation proceeds on Class IA, Class IB and Class K 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 companys separate account in proportion to the voting instructions received. The Board 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.
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.
Independent Registered Public Accounting Firm
PricewaterhouseCoopers LLP (PwC), 300 Madison Avenue, New York, New York 10017, serves as the Trusts independent registered public accounting firm. PwC is responsible for auditing the annual financial statements of the Trust.
Custodian
JPMorgan Chase Bank (Chase), 4 New York Plaza, Floor 15, New York, New York 10004-2413 serves as custodian of the Trusts portfolio securities and other assets. Under the terms of the custody
102
agreement between the Trust and Chase, Chase maintains cash, securities and other assets of the Portfolios. 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.
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, DC 20006-1600, serves as counsel to the Trust.
Bingham McCutchen LLP, One Federal Street, Boston, Massachusetts,
The audited financial statements for the period ended December 31, 2011, including the financial highlights, appearing in the Trusts Annual Report to Shareholders, filed electronically with the SEC on March , 2012 (File No. 811-07953), are incorporated by reference and made a part of this document.
103
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) |
|||||||||||||||||||||||||||||||||||||||||||||||
ATM International |
Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||||
ATM Large Cap |
Y | Y | Y | N | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||||
ATM Mid Cap |
Y | Y | Y | N | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||||
ATM Small Cap |
Y | Y | Y | N | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||||
AXA Tactical Manager International |
Y | Y | Y | N | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||||
AXA Tactical Manager 2000 |
Y | Y | Y | N | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||||
AXA Tactical Manager 400 |
Y | Y | Y | N | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||||
AXA Tactical Manager 500 |
Y | Y | Y | N | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||||
EQ/AllianceBernstein Dynamic Wealth Strategies |
Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||||
EQ/AllianceBernstein Short-Term Bond |
Y | Y | Y | N | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||||
EQ/AllianceBernstein Short-Term Government Bond |
Y | Y | Y | N | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | 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/AXA Franklin Small Cap Value 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/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 Research |
Y | Y | Y | N | Y | Y | Y | N | Y | Y | N | Y | Y | N | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||||
EQ/Common Stock Index |
Y | Y | Y | N | Y | Y | Y | Y | Y | Y | N | Y | Y | N | 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/Equity Growth PLUS |
Y | Y | Y | N | Y | Y | Y | N | Y | Y | N | Y | Y | N | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||||
EQ/Franklin Core Balanced |
Y | Y | Y | N | Y | Y | Y | N | Y | Y | Y | Y | Y | Y | 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 |
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/Intermediate Government Bond Index |
Y | Y | Y | N | N | Y | Y | Y | Y | N | Y | N | Y | Y | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
EQ/International Core PLUS |
Y | Y | Y | N | Y | Y | Y | N | Y | Y | N | Y | Y | N | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
EQ/International Equity Index |
Y | Y | Y | N | Y | Y | Y | Y | Y | Y | N | Y | Y | N | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
EQ/International Value PLUS |
Y | Y | Y-10.0% | 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/Lord Abbett Large Cap Core |
Y | Y | Y | N | Y | Y | Y | N | Y | Y | N | Y | Y | N | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
EQ/MFS International Growth |
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/Morgan Stanley Mid Cap Growth |
Y | Y | Y | N | Y | Y | Y | N | Y | Y | N | Y | Y | N | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
EQ/Mutual Large Cap Equity |
Y | Y | Y | N | Y | Y | Y | N | Y | Y | Y | 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/PIMCO Ultra Short Bond |
Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | N | Y | Y | Y | 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/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/Templeton Global Equity |
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/Van Kampen Comstock |
Y | Y | Y | N | Y | Y | Y | N | Y | Y | N | Y | Y | N | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
EQ/Wells Fargo Omega Growth |
Y | Y | Y | N | Y | Y | Y | N | Y | Y | N | Y | Y | 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. |
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 |
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
ATM International |
Y | Y | Y | Y | Y | Y | Y-15% | Y | Y | Y | Y | Y | Y | N | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
ATM Large Cap |
Y | Y | Y | Y | Y | Y | Y-15% | Y | Y | Y | Y | Y | Y | N | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
ATM Mid Cap |
N | N | Y | Y | Y | N | Y-15% | Y | Y | Y | Y | Y | Y | N | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
ATM Small Cap |
Y | Y | Y | Y | Y | Y | Y-15% | Y | Y | Y | Y | Y | Y | N | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
AXA Tactical Manager International |
Y | Y | Y | Y | N | N | Y-15% | Y | Y | Y | Y | Y | Y | N | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
AXA Tactical Manager 2000 |
Y | Y | Y | Y | Y | N | Y-15% | Y | Y | Y | Y | Y | Y | N | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
AXA Tactical Manager 400 |
Y | Y | Y | Y | Y | N | Y-15% | Y | Y | Y | Y | Y | Y | N | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
AXA Tactical Manager 500 |
Y | Y | Y | Y | Y | N | Y-15% | Y | Y | Y | Y | Y | Y | N | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
EQ/AllianceBernstein Dynamic Wealth Strategies |
Y | Y | Y | Y | Y | Y | Y-15% | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
EQ/AllianceBernstein Short-Term Bond |
Y | Y | Y | Y | Y | N | Y-15% | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
EQ/AllianceBernstein Short-Term Government Bond |
Y | Y | Y | Y | Y | Y | Y-15% | Y | Y | Y | Y | Y | Y | Y | Y | 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/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/BlackRock Basic Value Equity |
N | 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 Research |
N | N | Y-15% | Y | Y | Y-10% | Y-15% | Y | Y | Y | N | N | Y | N | N | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
EQ/Common Stock Index |
Y | Y | Y | Y | Y | Y | 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/Equity Growth PLUS |
Y | Y | Y-25% | Y | Y | Y | Y-15% | Y | Y | Y | Y-5% | N | Y | N | N | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||
EQ/Franklin Core Balanced |
Y | Y | Y | Y | Y | Y | Y-15% | Y | Y | Y | Y | Y | Y | Y | Y | 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 | |||||||||||||||||||||||||||||||||||||||||||||
EQ/GAMCO Small Company
|
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/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/Intermediate Government Bond Index |
N | N | Y | N | Y | Y | Y-15% | Y | Y | Y | N | Y | Y | N | Y | 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 Equity Index |
Y | Y | Y | Y | Y | Y | Y-15% | Y | Y | Y | N | Y | Y | N | N | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||||
EQ/International Value PLUS |
Y | Y | Y | Y | Y | Y | 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/Lord Abbett Large Cap Core |
Y | Y | Y | Y | Y | N | Y-15% | Y | Y | Y | N | N | Y | N | N | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||||
EQ/MFS International Growth |
Y | Y | Y | Y | Y | Y | Y-15% | Y | Y | Y | Y | 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 | Y | 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/Morgan Stanley Mid Cap Growth |
Y | Y | Y | Y | Y | N | Y-15% | Y | Y | Y | Y | N | Y | N | N | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||||
EQ/Mutual Large Cap Equity |
Y | Y | Y | Y | Y | N | Y-15% | Y | Y | Y | Y | Y | 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/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 | 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 | |||||||||||||||||||||||||||||||||||||||||||||||
EQ/Templeton Global Equity |
Y | Y | Y | Y | N | N | Y-15% | Y | Y | Y | Y | N | Y | N | N | Y | Y | |||||||||||||||||||||||||||||||||||||||||||||||
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/Wells Fargo Omega Growth |
Y | Y | Y-25% | Y | Y | N | Y-15% | Y | Y | Y | N | N | Y | N | N | 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. |
A-4
EQ ADVISORS TRUST
INVESTMENT STRATEGIES SUMMARY (Continued)
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. Govt
Securities |
Warrants |
Zero
Coupon Bonds |
||||||||||||||||||||||||||||||||||||
ATM International |
Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | ||||||||||||||||||||||||||||||||||||
ATM Large Cap |
Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | ||||||||||||||||||||||||||||||||||||
ATM Mid Cap |
Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | ||||||||||||||||||||||||||||||||||||
ATM Small Cap |
Y | Y | Y | Y | Y | N | Y | Y | Y | Y | Y | Y | Y | Y | ||||||||||||||||||||||||||||||||||||
AXA Tactical Manager International |
Y | Y | Y | Y | Y | N | Y | Y | Y | Y | Y | Y | Y | Y | ||||||||||||||||||||||||||||||||||||
AXA Tactical Manager 2000 |
Y | Y | Y | Y | Y | N | Y | Y | Y | Y | Y | Y | Y | Y | ||||||||||||||||||||||||||||||||||||
AXA Tactical Manager 400 |
Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | ||||||||||||||||||||||||||||||||||||
AXA Tactical Manager 500 |
Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | ||||||||||||||||||||||||||||||||||||
EQ/AllianceBernstein Dynamic Wealth Strategies |
Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | ||||||||||||||||||||||||||||||||||||
EQ/AllianceBernstein Short-Term Bond |
Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | ||||||||||||||||||||||||||||||||||||
EQ/AllianceBernstein Short-Term Government Bond |
Y | Y | Y | Y | Y | Y | Y | 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/AXA Franklin Small Cap Value Core |
Y | N | Y | Y | Y | N | Y | Y | Y | Y | N | 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/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 Research |
Y | N | Y | Y | Y | N | Y-33.3% | N | Y | N | N | Y | Y | Y | ||||||||||||||||||||||||||||||||||||
EQ/Common Stock Index |
Y | Y | Y | Y | Y | N | Y-50.0% | Y | Y | Y | 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/Equity Growth PLUS |
Y | Y-5% | Y | Y | Y | Y | Y-25.0% | Y | Y | Y | Y | Y | Y | Y-5% | ||||||||||||||||||||||||||||||||||||
EQ/Franklin Core Balanced |
Y | Y | Y | Y | Y | Y | Y | N | Y | Y | Y | Y | Y | Y | ||||||||||||||||||||||||||||||||||||
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/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 Equity Index |
Y | Y | Y | Y | Y | N | Y-50.0% | Y | Y | Y | Y | Y | Y | Y | ||||||||||||||||||||||||||||||||||||
EQ/International Value PLUS |
Y | N | Y | Y | Y | N | Y-25.0% | Y | Y | Y | 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 |
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. Govt
Securities |
Warrants |
Zero
Coupon Bonds |
||||||||||||||||||||||||||||||||||||
EQ/Large Cap Growth PLUS |
Y | Y-5% | Y | Y | Y | Y | Y-30.0% | Y | Y | Y | Y | Y | Y | Y | ||||||||||||||||||||||||||||||||||||
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 | 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/MFS International Growth |
Y | N | Y | Y | Y | N | Y | Y | Y | N | Y | 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/Morgan Stanley Mid Cap Growth |
Y | N | Y | Y | Y | N | Y-33.3% | N | Y | N | N | Y | Y | Y | ||||||||||||||||||||||||||||||||||||
EQ/Mutual Large Cap Equity |
Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | Y | ||||||||||||||||||||||||||||||||||||
EQ/Oppenheimer Global |
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/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/Templeton Global Equity |
Y | Y | Y | Y | Y | N | Y | N | 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/Wells Fargo Omega Growth |
Y | N | Y | Y | Y | Y | Y-33.3% | Y | 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. |
A-6
DESCRIPTION OF COMMERCIAL PAPER RATINGS
S&Ps ratings are as follows:
|
A-1 is the highest rating and indicates that the obligors capacity to meet its financial commitment on the obligation is strong or, where the obligation is rated A-1+, extremely strong. |
|
Issues or issuers rated A-2 are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher rated categories; however, the obligors capacity to meet its financial commitment on the obligation is satisfactory. |
|
Issues or issuers rated A-3 exhibit adequate protection parameters. Adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. |
|
Issues or issuers rated B are regarded as having significant speculative characteristics. The obligor of a B-rated short-term obligation currently has the capacity to meet its financial commitment on the obligation but faces major ongoing uncertainties which could lead to its inadequate capacity to meet its financial commitment on the obligation. Ratings of B-1, B-2 and B-3 are assigned to indicate finer distinctions within the B category, with an obligor of a B-1 obligation having the strongest capacity, and an obligor of a B-3 obligation having the weakest capacity, to meet its financial commitments over the short-term compared to other speculative-grade obligors. |
|
Issues or issuers rated C are currently vulnerable to nonpayment. The obligor of a C-rated short-term obligation is dependent upon favorable business, financial and economic conditions to meet its financial commitment on the obligation. |
|
The D rating is used when a short-term obligation is in payment default or upon the filing of a bankruptcy petition or the taking of similar action if payments on the obligation are jeopardized. |
Moodys ratings are as follows:
|
The rating Prime-1 (P-1) is the highest commercial paper rating assigned by Moodys. Issues or issuers rated Prime-1 have a superior ability to repay short-term obligations. |
|
Issues or issuers rated Prime-2 (P-2) have a strong ability to repay short-term obligations. |
|
Issues or issuers rated Prime-3 (P-3) have an acceptable ability to repay short-term obligations. |
|
Issues or issuers rated Not Prime (NP) do not fall within any of the above Prime rating categories. |
Fitchs ratings are as follows:
|
Issues or issuers rated F1 exhibit the highest short-term credit quality and strongest intrinsic capacity for timely payment of financial commitments. Issues or issuers with any exceptionally strong credit feature may be rated F1+. |
|
Issues or issuers rated F2 exhibit good short-term credit quality and good intrinsic capacity for timely payment of financial commitments. |
|
Issues or issuers rated F3 exhibit fair short-term credit quality and an adequate intrinsic capacity for timely payment of financial commitments. |
|
Issues or issuers rated B exhibit speculative short-term credit quality with a minimal capacity for timely repayment of financial commitments, plus a heightened vulnerability to near-term adverse changes in financial and economic conditions. |
B-1
|
Issues or issuers rated C exhibit high short-term default risk, and default is a real possibility. |
|
RD applies to entities only and indicates that the entity has defaulted on one or more of its financial commitments, although it continues to meet other financial obligations. |
|
D indicates a broad-based default event for an entity or the default of a specific short-term obligation. |
DESCRIPTION OF BOND RATINGS
Bonds are considered to be investment grade if they are in one of the top four ratings.
S&Ps ratings are as follows:
|
Bonds rated AAA have the highest rating assigned by S&Ps. The obligors capacity to meet its financial commitment on the obligation is extremely strong. |
|
The obligor of a bond rated AA has a very strong capacity to meet its financial commitment on the obligation. |
|
The obligor of a bond rated A has a strong capacity to meet its financial commitment on the obligation. Bonds rated A are somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than bonds in higher rated categories. |
|
Bonds rated BBB normally exhibit adequate protection parameters. However, adverse economic conditions or changing circumstances are more likely to lead to a weakened capacity of the obligor to meet its financial commitment on the obligation. |
|
Bonds rated BB, B, CCC, CC or C are regarded as having significant speculative characteristics. B indicates the least degree of speculation and C the highest. While such bonds will likely have some quality and protective characteristics, these may be outweighed by large uncertainties or major risk exposures to adverse conditions. |
|
Bonds rated D are in payment default. This rating is also used upon the filing of a bankruptcy petition or the taking of similar action if debt payments are jeopardized. |
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.
Moodys ratings are as follows:
|
Bonds which are rated Aaa are judged to be of the best quality, with minimal credit risk. |
|
Bonds which are rated Aa are judged to be of high quality and are subject to very low credit risk. |
|
Bonds which are rated A are to be considered as upper medium grade obligations and are subject to low credit risk. |
|
Bonds which are rated Baa are considered as medium grade obligations, are subject to moderate credit risk and may possess certain speculative characteristics. |
|
Bonds which are rated Ba are judged to have speculative elements and are subject to substantial credit risk. |
|
Bonds which are rated B are considered speculative and subject to high credit risk. |
|
Bonds which are rated Caa are of poor standing and are subject to very high credit risk. |
|
Bonds which are rated Ca represent obligations which are highly speculative. Such issues are likely in, or very near, default, with some prospect of recovery of principal and interest. |
|
Bonds which are rated C are the lowest class of bonds and are typically in default, with little prospect for recovery of principal or interest. |
B-2
Moodys applies modifiers to each rating classification from Aa through Caa 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 This is the highest rating assigned by Fitch, denoting the lowest expectation of default risk relative to other issues or issuers. This rating is assigned only to issues or issuers with an exceptionally strong capacity for payment of financial commitments that is highly unlikely to be adversely affected by foreseeable events. |
|
AA This rating is assigned to issues or issuers that present very low default risk and have a very strong capacity for payment of financial commitments that is not significantly vulnerable to foreseeable events. |
|
A This rating is assigned to issues or issuers that present a low default risk and have a strong capacity for payment of financial commitments; however, this capacity may be more vulnerable to adverse business or economic conditions than higher rated issues or issuers. |
|
BBB This rating indicates expectations of default risk are currently low. Issues or issuers assigned this rating have an adequate capacity for payment of financial commitments; however, adverse business or economic conditions are more likely to impair this capacity. |
|
BB This rating indicates an elevated vulnerability to default risk, particularly in the event of adverse changes in business or economic conditions over time. |
|
B This rating indicates a material default risk is present but a limited margin of safety remains. Financial commitments are being met but the capacity for continued payment is vulnerable to deterioration in the business and economic environment. |
|
CCC This rating is assigned to issues or issuers with a substantial credit risk, and default is a real possibility. |
|
CC This rating is assigned to issues or issuers with very high levels of credit risk, and default of some kind appears probable. |
|
C This rating is assigned to issues or issuers with exceptionally high levels of credit risk, and default is imminent or inevitable, or the issuer is in standstill. |
|
RD This rating indicates that, in Fitchs opinion, an issuer has experienced an uncured default but has not entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, and has not otherwise ceased business. |
|
D This rating indicates that, in Fitchs opinion, an issuer has entered into bankruptcy filings, administration, receivership, liquidation or other formal winding-up procedure, or has otherwise ceased business. |
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
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, 2011 |
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 | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
EQ/Common Stock Index | ||||||||||||||||||||||||
Judith DeVivo | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
EQ/International Equity Index | ||||||||||||||||||||||||
Judith DeVivo | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
EQ/Large Cap Growth Index | ||||||||||||||||||||||||
Judith DeVivo | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
EQ/Equity 500 Index | ||||||||||||||||||||||||
Judith DeVivo | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
EQ/AllianceBernstein Small Cap Growth | ||||||||||||||||||||||||
Bruce Aronow | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Samantha Lau | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Kumar Kirpalani | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Wen-Tse Tseng | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Joshua Lisser | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
EQ/AllianceBernstein Dynamic Wealth Strategies | ||||||||||||||||||||||||
Seth Masters | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Daniel J. Loewy | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
EQ/AllianceBernstein Short-Term Bond | ||||||||||||||||||||||||
Greg Wilensky | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
EQ/AllianceBernstein Short-Term Government Bond | ||||||||||||||||||||||||
Greg Wilensky | 0 | N/A | 0 | N/A | 0 | N/A |
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
C-1
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. AllianceBernsteins 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 90 day 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, AllianceBernsteins 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 clients 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.
AllianceBernsteins 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, AllianceBernsteins 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.
C-2
Compensation for the fiscal year completed December 31, 2010
AllianceBernsteins 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. 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 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: AllianceBernsteins 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 professionals compensation, AllianceBernstein considers the contribution to his/her team or discipline as it relates to that teams 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 professionals 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 AllianceBernsteins leadership criteria. |
(iii) | Discretionary incentive compensation in the form of awards under AllianceBernsteins Incentive Compensation Awards Plan (deferred awards): AllianceBernsteins 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. Deferred awards, which are in the form of AllianceBernsteins publicly traded units 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. 1 |
(iv) | Contributions under AllianceBernsteins Profit Sharing/401(k) Plan: The contributions are based on AllianceBernsteins overall profitability. The amount and allocation of the contributions are determined at the sole discretion of AllianceBernstein. |
1 |
Prior to 2002, investment professional compensation also included discretionary long-term incentive in the form of restricted grants of AllianceBernsteins Master Limited Partnership Units. |
C-3
Ownership of Securities of the Funds as of December 31, 2011
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/Common Stock Index | ||||||||||||||
Judith DeVivo | X | |||||||||||||
EQ/International Equity Index | ||||||||||||||
Judith DeVivo | 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 | X | |||||||||||||
EQ/AllianceBernstein Dynamic Wealth Strategies | ||||||||||||||
Seth Masters | X | |||||||||||||
Daniel J. Loewy | X | |||||||||||||
EQ/AllianceBernstein Short-Term Bond |
||||||||||||||
Greg Wilensky | X | |||||||||||||
EQ/AllianceBernstein Short-Term Government Bond |
||||||||||||||
Greg Wilensky | X |
C-4
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
AXA Equitable Funds Management Group, LLC (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, 2011 | 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 Growth Alt 20 (Fund) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
EQ/International ETF (Fund) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
EQ/Franklin Templeton Allocation (Fund) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
AXA Conservative Strategy (Fund) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
AXA Conservative Growth Strategy (Fund) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
AXA Balanced Strategy (Fund) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
AXA Moderate Growth Strategy (Fund) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
AXA Growth Strategy (Fund) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A |
C-5
AXA Equitable Funds Management Group, LLC (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, 2011 | 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 |
|||||||||||||
AXA Ultra Conservative Strategy (Fund) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A |
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, 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.
In addition, registered investment companies for which the Portfolio Managers serve as the portfolio manager are generally structured as a fund of funds, which invest in other registered investment companies for which the Manager serves as the investment manager and/or in registered investment companies that are exchange-traded funds (ETFS). Each Portfolio Manager also serves as a portfolio manager to allocated portions which invest in ETFs for certain portfolios that are not fund of funds. None of these portfolios or allocated portions is subject to an advisory fee that is based on the performance of the portfolio or allocated portion. Given the structure of these portfolios and allocated portions and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio managers compensation as further described below, each Portfolio Manager is not, as a general matter and in relation to these portfolios or allocated portions, subject to the potential conflicts of interest that may arise in connection with his management of the Portfolios, on the one hand, and the other portfolios and allocated portions, on the other, such as material differences in the investment strategies or allocation of investment opportunities.
Compensation as of December 31, 2011
Because each Portfolio Manager serves as officer and employee of the Manager and their respective roles are not limited to serving as the portfolio manager of the Funds and other accounts they manage their compensation is based on the Managers compensation program as it applies to the firms officers in general. The Managers 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 firms base salary structure. An individuals 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, 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. Annual long-term
C-6
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
Ownership of Shares of the Fund as of December 31, 2011
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 Growth Alt 20 | ||||||||||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X | |||||||||||||
EQ/International ETF | ||||||||||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X | |||||||||||||
EQ/Franklin Templeton Allocation | ||||||||||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X | |||||||||||||
AXA Conservative Strategy | ||||||||||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X | |||||||||||||
AXA Conservative Growth Strategy | ||||||||||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X | |||||||||||||
AXA Balanced Strategy | ||||||||||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X | |||||||||||||
AXA Moderate Growth Strategy | ||||||||||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X | |||||||||||||
AXA Growth Strategy | ||||||||||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X | |||||||||||||
AXA Ultra Conservative Strategy | ||||||||||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X |
C-7
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, 2011. | 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 | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Carrie King | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A |
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 significant shareholders 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 significant shareholders, 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 BlackRocks (or its affiliates or significant shareholders) officers, directors or employees are directors or officers, or companies as to which BlackRock or any of its affiliates or significant shareholders, 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 connection, 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
C-8
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, as appropriate.
Compensation for the fiscal year completed December 31, 2011
BlackRocks 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. BlackRocks 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 managers 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. BlackRocks 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 BlackRocks ability to sustain and improve its performance over future periods.
Long-Term Retention and Incentive Plan (LTIP) From time to time long-term incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock, Inc. common stock. Messrs. Rendino and Schansinger, and Ms. King have each received awards under the LTIP.
C-9
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 firms investment products. Each participant in the deferred compensation program is permitted to allocate his deferred amounts among the various investment options. Messrs. Rendino and 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 3-5% of eligible compensation. 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
Ownership of Securities of the Portfolio as of December 31, 2011
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 | |||||||||||||
Carrie King | X |
C-10
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
Boston Advisors LLC (Adviser) EQ/Boston Advisors 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, 2011 |
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 | 0 | N/A | 0 | N/A | ||||||||||||||||||
Douglas Riley | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Lisa Sebesta | 0 | N/A | 0 | N/A | 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 Advisers 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 (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 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 Advisers 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 Funds 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.
Compensation for the fiscal year completed December 31, 2011
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
C-11
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 managers 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 approved 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, 2011
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-12
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
EQ/Calvert Socially Responsible (Fund) Calvert 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, 2011 | 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
|
|||||||||||||
Natalie Trunow |
Description of any Material Conflicts
Because the Portfolio Manager has responsibility for managing more than one account, potential conflicts of interest may arise. Those potential conflicts could include preferential treatment of one account over others in terms of allocation of resources or of investment opportunities. The Portfolio Managers for the Portfolio are aware of and abide by the Advisors trade allocation procedures, which seek to ensure fair allocation of investment opportunities among all accounts. The Portfolio relies on a pro rata allocation methodology that considers such factors as account size, investment objective, holdings, suitability and availability of cash for investment. In addition, performance dispersion among accounts employing similar investment strategy but with different fee structures is periodically examined by the Advisor to ensure that any material divergence in expected performance is adequately explained by differences in the investment guidelines and timing of cash flows.
Compensation for the fiscal year completed December 31, 2011
Compensation with Respect to Management of Calvert Balanced and Other Accounts
as of December 31, 2011
Type of
Compensation
Received |
Source of
Compensation |
Criteria on which Compensation is Based | ||
Salary (cash) | Calvert | Fixed annually. Based on experience and responsibilities. Competitive with industry peers / standards. | ||
Bonus (cash) | Calvert | Paid annually. Based on quantitative formula linked to long- and short-term corporate financial performance (i.e., net earnings) of Calvert Investments, Inc., parent of the Advisor, long- and short-term performance of Funds overseen, relative to Fund benchmarks, and growth in Fund assets. Also based on qualitative factors, such as ability to work well with other members of the investment team. | ||
Deferred Compensation | None | N/A | ||
Other Compensation or Benefits Not Generally Available to All Salaried Employees | None | N/A |
Ownership of Securities of the Fund as of December 31, 2011
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 |
|||||||
Natalie Trunow | X |
C-13
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, 2011 1 |
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 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 E. Frank | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||
Irfan Furniturewala | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A |
1 |
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 managers 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, 2011
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 individuals 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 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, 2011
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 E. Frank | X | |||||||||||||
Irfan Furniturewala |
C-14
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, 2011 | 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 | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Kenneth Charles Feinberg | 0 | N/A | 0 | N/A | 0 | N/A |
* | 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.
Compensation for the fiscal year completed December 31, 2011
Kenneth Feinbergs 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 Advisers profits, (iii) awards of equity
C-15
(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 employees 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.
Christopher Davis compensation for services provided
to the Adviser consists of a base salary. The Advisers 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
Ownership of Securities of the Fund as of December 31, 2011
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-16
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, 2011 | 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 managers 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 Advisers management fee or the portfolio managers 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. Gabellis case, the Advisers 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
C-17
the funds managed by the Adviser and its affiliates. The Adviser has adopted compliance policies and procedures that are designed to 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, 2011
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 firms expenses (other than Mr. Gabellis 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 Advisers 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, 2011
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-18
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
EQ/JPMorgan Value Opportunities (Fund) J.P. Morgan 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, 2011 | 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 | 0 | N/A | 0 | N/A | 0 | N/A |
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 (Similar 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 Similar Accounts than that received with respect to the Fund or may receive compensation based in part on the performance of certain Similar 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 Similar 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 Similar Accounts, the portfolio managers have personal investments in Similar Accounts or the Similar Accounts are investment options in JPMorgans or its affiliates employee benefit plans. Potential conflicts of interest may arise with both the aggregation and allocation of securities transactions and allocation of 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 they manage to participate in an offering to increase JPMorgans 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 manage 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-19
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 accounts objectives.
The goal of JPMorgan and its affiliates is to meet their fiduciary obligation with respect to all clients. JPMorgan and its affiliates 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 JPMorgans Codes of Ethics and JPMCs 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 JPMorgans 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, 2011
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, in some cases, mandatory deferred compensation. These elements reflect individual performance and the performance of JPMorgans business as a whole.
Each portfolio managers 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 managers 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 funds benchmark index listed in the funds 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-20
Awards of restricted stock are granted as part of an employees annual performance bonus and comprise
from 0% to 35% of a portfolio managers 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
managers bonus may instead be subject to a mandatory notional investment in selected mutual funds advised by the Adviser or its affiliates. When these deferred amounts vest, the portfolio manager receives cash equal to the market value of the
Ownership of Securities of the Fund as of December 31, 2011
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 |
C-21
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
EQ/Lord Abbett Large Cap Core (Fund) 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, 2011 | 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
|
|||||||||||||
Daniel H. Frascarelli | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Randy M. Reynolds | 0 | N/A | 0 | N/A | 0 | N/A |
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. A portfolio manager potentially could use information concerning the Funds 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 Abbetts 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 Abbetts clients including the Fund. Moreover, Lord Abbetts 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 managers 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, 2011
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 managers 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 style consistency, the dispersion among funds with similar objectives, the risk taken to achieve the fund returns and similar factors. In considering the portfolio managers investment results, Lord Abbetts senior management may evaluate the Funds performance against one or more benchmarks from among the Funds primary benchmark and any supplemental benchmarks as disclosed in the prospectus, indexes disclosed as performance benchmarks by the portfolio managers other accounts, and other indexes
C-22
within the one or more of the Funds peer group maintained by rating agencies, as well as the Funds peer group. In particular, investment results are evaluated based on an assessment of the portfolio managers 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 managers assets under management, the revenues generated by those assets, or the profitability of the portfolio managers 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 managers profit-sharing account are based on a percentage of the portfolio managers 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, 2011
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 |
|||||||
Daniel H. Frascarelli | X | |||||||||||||
Randy M. Reynolds, CFA | X |
C-23
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
EQ/MFS 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, 2011 | 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 |
|||||||||||||
David Antonelli | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Kevin Dwan |
Description of any Material Conflicts
Potential Conflicts of Interest. The Adviser seeks to identify potential conflicts of interest resulting from a portfolio managers 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 are securities which are suitable for the Funds portfolio as well as for accounts of the Adviser or its subsidiaries with similar investment objectives. A Funds trade allocation policies may give rise to conflicts of interest if the Funds 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 affect the value of the Funds 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 Funds 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 and/or include an investment by the portfolio manager.
Compensation for the fiscal year completed December 31, 2011
Compensation. Portfolio manager total cash compensation is reviewed annually. As of December 31, 2011, 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 than performance bonus.
Performance Bonus Generally, the performance bonus represents more than a majority of portfolio manager total cash compensation.
The performance bonus is based on a combination of quantitative and qualitative factors, generally with more weight given to the former and less weight given to the latter.
C-24
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, 2011*, the following benchmarks were used to measure performance for the Fund:
Portfolio Manager | Benchmark(s) | |
David A. Antonelli | [TBU] | |
Kevin Dwan |
* | As of December 31, 2011, the performance bonus for Kevin Dwan was not based on the pre-tax performance of the Fund relative to a benchmark. |
Additional or different benchmarks, including versions of indices and custom indices may also be used. Primary weight is given to portfolio performance over a three-year time period with lesser consideration given to portfolio performance over one-year and five-year periods (adjusted as appropriate if the portfolio manager has served for less than five years).
The qualitative portion is based on the results of an annual internal peer review process (conducted by other portfolio managers, analysts, and traders) and managements 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 Advisers 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 also participate in benefits plans (including a defined contribution plan and health and other insurance plans) and programs available generally to other employees of the Adviser. The percentage such benefits represent of any portfolio managers compensation depends upon the length of the individuals tenure at the Adviser and salary level, as well as other factors.
Ownership of Securities of the Fund as of December 31, 2011
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 Antonelli | X | |||||||||||||
Kevin Dwan |
C-25
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
EQ/Montag & Caldwell Growth (Fund) Montag & Caldwell, 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, 2011 | 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 |
0 | N/A | 0 | N/A | 0 | N/A |
Description of any Material Conflicts
Since all of the Advisers 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 written 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, 2011
The Executive Committee of the Adviser, consisting of Ronald E. Canakaris Chairman and Chief Investment Officer and William A. Vogel President and Chief Executive Officer, determines the compensation levels of the Firms 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 Advisers 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, 2011
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-26
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
EQ/Morgan Stanley Mid Cap Growth 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, 2011 |
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) |
|||||||||||||
Dennis Lynch | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
David Cohen | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Sam Chainani | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Alexander Norton | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Jason Yeung | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Armistead Nash | 0 | N/A | 0 | N/A | 0 | N/A |
Description of any Material Conflicts
Because the portfolio managers may 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 Sub-Adviser may receive fees from certain accounts that are higher than the fee it receives from the 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 the Fund. In addition, a conflict of interest could exist to the extent the Sub-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 Sub-Advisers employee benefits and/or deferred compensation plans. The portfolio manager may have an incentive to favor these accounts over others. If the Sub-Adviser manages accounts that engage in short sales of securities of the type in which the Fund invests, the Sub-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 Sub-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, 2011
Portfolio Manager Compensation Structure: 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 managers.
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 Stanleys Long Term Incentive Compensation awards a mandatory program that defers a portion of discretionary year-end compensation into restricted stock units or other |
C-27
awards based on Morgan Stanley common stock or other plans that are subject to vesting and other conditions. All long term incentive compensation awards are subject to clawback provisions where awards can be cancelled if an employee takes any action, or omits to take any action which; causes a restatement of Morgan Stanleys consolidated financial results; or constitutes a violation of Morgan Stanleys risk policies and standards. |
|
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 their IMAP deferral account into a combination of the designated funds they manage that are included in the IMAP fund menu, which may or may not include one of the Portfolios. In addition to the clawbacks listed above for long term incentive compensation awards, the provision on IMAP awards is further strengthened such that it may also be triggered if an employees actions cause substantial financial loss on a trading strategy, investment, commitment or other holding provided that previous gains on those positions were relevant to the employees prior year compensation decisions. |
|
Voluntary Deferred Compensation Plans voluntary programs that permit certain employees to elect to defer a portion of their discretionary year-end compensation and notionally invest the deferred amount across a range of designated investment funds, which may include funds advised by the Adviser or its affiliates. |
Several factors determine discretionary compensation, which can vary by portfolio management team and circumstances. These factors include:
|
Revenues generated by the investment companies, pooled investment vehicles and other accounts managed by the portfolio manager. |
|
The investment performance of the funds/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
|
Ownership of Securities of the Fund as of December 31, 2011
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 |
|||||||
Dennis Lynch | X | |||||||||||||
David Cohen | X | |||||||||||||
Sam Chainani | X | |||||||||||||
Alexander Norton | X | |||||||||||||
Jason Yeung | X | |||||||||||||
Armistead Nash | X |
C-28
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
EQ/Oppenheimer Global (Fund) 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, 2011 | 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 |
|||||||||||||
Rajeev Bhaman, CFA | 0 | N/A | 0 | N/A | 0 | N/A |
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 Funds 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 Managers compliance procedures and Code of Ethics recognize the Managers 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 Funds 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, 2011
The Funds Portfolio Managers are employed and compensated by the Manager, not the Fund. Under the Managers 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 Managers 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, 2008, the Portfolio Managers 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 Managers holding company parent. Senior portfolio managers may also be eligible to participate in the Managers deferred compensation plan.
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 funds pre-tax performance for periods of up to five years, measured against an appropriate benchmark selected by management. The majority (80%) is based on three and five year data, with longer periods
C-29
weighted more heavily. Below median performance in all three periods results in an extremely low, and in some cases no, performance based bonus. The Lipper benchmark used with respect to the Fund is Lipper Global Large-Cap Growth Funds. Other factors include management quality (such as style consistency, risk management, sector coverage, team leadership and coaching) and organizational development. The Portfolio Managers compensation is not based on the total value of the Funds portfolio assets, although the Funds 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 funds management fee.
Ownership of Securities of the Funds as of December 31, 2011
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 | |||||||
Rajeev Bhaman, CFA | X |
C-30
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, 2011 | 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 |
|||||||||||||
Jerome Schneider | 0 | N/A | 0 | N/A | 0 | N/A |
Description of any Material Conflicts
From time to time, potential conflicts of interest may arise between a portfolio managers 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 managers 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 Funds 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 managers 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 PIMCOs allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines and PIMCOs 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, 2011
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-31
and teamwork consistent with the firms 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, discretionary performance bonus, and may include an equity or long-term incentive component.
Certain employees of PIMCO, including portfolio managers, may elect to defer compensation through PIMCOs deferred compensation plan. PIMCO also offers its employees a non-contributory defined contribution plan through which PIMCO makes a contribution based on the employees compensation. PIMCOs contribution rate increases at a specified compensation level, which is a level that would include portfolio managers.
The Total Compensation Plan consists of three components:
|
Base Salary Base salary is determined based on core job responsibilities, market factors and internal equity. Base salary levels are reviewed annually, when there is a significant change in job responsibilities or a significant change in the market. Base salary is paid in regular installments throughout the year and payment dates are in line with local practice. |
|
Performance Bonus Performance bonuses are designed to reward individual performance. Each professional and his or her supervisor will agree upon performance objectives to serve as a basis for performance evaluation during the year. The objectives will outline individual goals according to pre-established measures of the group or department success. Achievement against these goals as measured by the employee and supervisor will be an important, but not exclusive, element of the Compensation Committees bonus decision process. Final award amounts are determined at the discretion of the Compensation Committee and will also consider firm performance. |
|
Equity or Long Term Incentive Compensation Equity allows certain professionals to participate in the long-term growth of the firm. The M unit program provides for annual option grants which vest over a number of years and may convert into PIMCO equity that shares in the profit distributions of the firm. M Units are non-voting common equity of PIMCO and provide a mechanism for individuals to build a significant equity stake in PIMCO over time. Option awards may represent a significant portion of individuals total compensation. |
In certain countries with significant tax implications for employees to participate in the M Unit Option Plan, PIMCO continues to use the Long Term Incentive Plan (LTIP) in place of the M Unit Option Plan. The LTIP provides cash awards that appreciate or depreciate based upon the performance of PIMCOs parent company, Allianz Asset Management, and PIMCO over a three-year period. The aggregate amount available for distribution to participants is based upon Allianz Asset Managements profit growth and PIMCOs profit growth.
Participation in the M Unit Option Plan and LTIP is contingent upon continued employment at PIMCO.
In addition, the following non-exclusive list of qualitative criteria may be considered when specifically determining the total compensation 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 PIMCOs 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); |
C-32
|
Generation and contribution of investment ideas in the context of PIMCOs 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 managers compensation is not based directly on the performance of any portfolio or any other account managed by that portfolio manager.
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 PIMCOs net profits. Portfolio managers who are Managing Directors receive an amount determined by the Partner Compensation Committee, based upon an individuals overall
Ownership of Securities of the Fund as of December 31, 2011
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 |
|||||||
Jerome Schneider | X |
C-33
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, 2010 | 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/Large Cap Value Index | ||||||||||||||||||||||||
John Tucker* | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Lynn Blake, CFA* | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
EQ/Mid Cap Index | ||||||||||||||||||||||||
John Tucker* | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Lynn Blake* | 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. |
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 Managers execution of different investment strategies for various accounts or (b) the allocation of investment opportunities among the Portfolio Managers accounts with the same strategy.
A potential conflict of interest may arise as a result of the Portfolio Managers responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment may be suitable for more than one of the Portfolio Managers 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 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
C-34
FM has processes and procedures for allocating investment opportunities among portfolios that are designed to provide a fair and equitable allocation.
Compensation as of December 31, 2011.
The compensation of SSgA FMs investment professionals is based on a number of factors. The first factor considered is external market. Through a compensation survey process, SSgA 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 other incentives. The second factor taken into consideration is the size of the pool available for compensation. SSgA 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 SSgA and its affiliates. 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. Further note that the employees manager, in conjunction with the senior management of the employees business unit, would be responsible for individual compensation decisions. These decisions are based on the performance of the employee and, as mentioned above, on the performance of the firm and business unit.
Ownership of Securities of the Funds as of December 31, 2011
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/Large Cap Value Index | ||||||||||||||
John Tucker | X | |||||||||||||
Lynn Blake, CFA | X | |||||||||||||
EQ/Mid Cap Index | ||||||||||||||
John Tucker | X | |||||||||||||
Lynn Blake | X |
C-35
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, 2011 | 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 | 0 | N/A | 0 | N/A | 0 | N/A |
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) offshore funds, 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.
T. Rowe Price funds may, from time to time, own shares of Morningstar, Inc. Morningstar is a provider of investment research to individual and institutional investors, and publishes ratings on mutual funds, including the Price Funds. T. Rowe Price manages the Morningstar retirement plan and T. Rowe Price and its affiliates pay Morningstar for a variety of products and services. In addition, Morningstar may provide investment consulting and investment management services to clients of T. Rowe Price or its affiliates.
Compensation for the fiscal year completed December 31, 2011
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 certain investment 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. The weightings for these time periods are generally balanced and are applied consistently across similar strategies. 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 measured against 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 managers performance over time, the higher the
C-36
compensation opportunity. The increase or decrease in a funds 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.
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
Ownership of Securities of the Fund as of December 31, 2011
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-37
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, 2011 | 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
|
|||||||||||||
Thomas M. Cole | 0 | N/A | 3 |
$981
Million |
0 | N/A | ||||||||||||||||||
John Leonard | 0 | N/A | 3 |
$981
Million |
0 | N/A | ||||||||||||||||||
Thomas J. Digenan | 0 | N/A | 3 |
$981
Million |
0 | N/A |
Description of any Material Conflicts
The portfolio management teams management of the Fund and other accounts could result in potential conflicts of interest if the Fund and other accounts have different objectives, benchmarks and fees because the portfolio management team must allocate its time and investment expertise across multiple accounts, including the Fund. A portfolio manager and his or her team manage the Fund and other accounts utilizing a model portfolio approach that groups similar accounts within a model portfolio. UBS Global AM 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 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 model portfolios and accounts. To deal with these situations, UBS Global AM 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. UBS Global AM has adopted a Code of Ethics that governs such personal trading but there is no assurance that the Code will adequately address all such conflicts.
UBS AG (UBS) is a worldwide full-service investment banking, broker-dealer, asset management and financial services organization. As a result, UBS Global AM and UBS (including, for these purposes, their directors, partners, officers and employees) worldwide, including the entities and personnel who may be involved in the investment activities and business operations of the Fund are engaged in businesses and have interests other than that of managing the Fund. These activities and interests include potential multiple advisory, transactional, financial, consultative, and other interests in transactions, companies, securities and other instruments that may be engaged in, purchased or sold by the Fund.
UBS Global AM may purchase or sell, or recommend for purchase or sale, for the Fund or its other accounts securities of companies: (i) with respect to which its affiliates act as an investment banker or financial adviser; (ii) with which its affiliates have other confidential relationships; (iii) in which its affiliates maintain a position or (iv) for which its affiliates make a market; or in which it or its officers, directors or employees or those of its affiliates own securities or otherwise have an interest. Except to the extent prohibited by law or regulation or by client instruction, UBS Global AM may recommend to
C-38
the Fund or its other clients, or purchase for the Fund or its other clients, securities of issuers in which UBS has an interest as described in this paragraph.
From time to time and subject to client approval, UBS Global AM may rely on certain affiliates to execute trades for the Fund or its other accounts. For each security transaction effected by UBS, UBS Global AM may compensate and UBS may retain such compensation for effecting the transaction, and UBS Global AM may receive affiliated group credit for generating such business.
Transactions undertaken by UBS or client accounts managed by UBS (Client Accounts) may adversely impact the Fund. UBS and one or more Client Accounts may buy or sell positions while the Fund is undertaking the same or a differing, including potentially opposite, strategy, which could disadvantage the Fund.
Compensation for the fiscal year completed December 31, 2011
UBS Global Asset Managements compensation and benefits programs are designed to provide its investment professionals with incentives to excel, and to promote an entrepreneurial, performance-oriented culture with clear accountability. They also align the interests of investment professionals with those of our clients.
The total compensation received by the portfolio managers and analysts at UBS Global Asset Management, including the Funds portfolio managers, has up to three basic components a fixed component (base salary and benefits), a variable and discretionary cash component and, for employees whose total compensation exceeds a defined threshold, a variable and discretionary deferred component. These are described in more detail below:
|
The fixed component (base salary and benefits) is set with the aim of being competitive in the industry and is monitored and adjusted periodically with reference to the relevant local labor market in order to remain so. The fixed component is used to recognize the experience, skills and knowledge that portfolio managers and analysts bring to their roles. |
|
Variable compensation is determined annually on a discretionary basis. It is correlated with the individuals financial and non-financial contribution, as assessed through a rigorous performance assessment process, and on the performance of their respective function, UBS Global Asset Management and UBS as a whole. As its name implies, variable compensation is liable to change and, when over a defined total compensation threshold, deferred. |
|
Variable deferred - employees may have a portion of their variable compensation deferred. The main deferral plan is the UBS Global Asset Management Equity Ownership Plan (Global AM EOP) which vests pro rata over a three year period, subject to continued service. Through the Global AM EOP, awards are granted in the form of some combination of vehicles aligned to selected UBS Global Asset Management funds, UBS shares or notional shares. The vehicles aligned to selected UBS Global Asset Management funds are called Alternative Investment Vehicles or AIVs. UBS Global Asset Management believes that not only does this deferral plan reinforce the critical importance of creating long-term business value, it also serves as an effective retention tool. |
UBS Global Asset Management strongly believes that aligning portfolio managers variable compensation to both the short-term and longer-term performance of their portfolios closely aligns the portfolio managers' interests with those of the firms clients. The total annual variable compensation pool available for distribution is generally dependent on the overall profitability of UBS Group and UBS Global Asset Management.
The allocation of the variable compensation pool to each portfolio manager is linked to the investment performance of the assets such portfolio manager manages versus the relevant benchmark, or index and, where appropriate, peer strategies, over one and three years.
C-39
For analysts, variable compensation is, in general, based on the performance of some combination of
model and/or client portfolios, generally evaluated over one and three years and coupled with a qualitative assessment of their contribution. This is coupled with a qualitative assessment of their contribution considering factors such as the quality
Ownership of Securities of the Fund as of December 31, 2011
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 |
C-40
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
EQ/Van Kampen Comstock (Fund) Invesco Advisers, 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, 2011 |
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) |
|||||||||||||
Jason S. Leder | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Kevin C. Holt | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Devon E. Armstrong | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
James N. Warwick | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Matthew Seinsheimer | 0 | N/A | 0 | N/A | 0 | N/A |
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. More specifically, portfolio managers who manage multiple funds and/or other accounts may be presented with one or more of the following potential conflicts:
|
The management of multiple funds and/or other accounts may result in a portfolio manager devoting unequal time and attention to the management of each fund and/or other account. Invesco 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 models that are used in connection with the management of the Invesco Funds. |
|
If a portfolio manager identifies a limited investment opportunity which 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. To deal with these situations, Invesco has adopted procedures for allocating portfolio transactions across multiple accounts. |
|
Invesco determines which broker to use to execute each order for securities transactions for the fund(s), consistent with its duty to seek best execution of the transaction. However, for certain other accounts (such as mutual funds for which Invesco or an affiliate acts as sub-adviser, other pooled investment vehicles that are not registered mutual funds, and other accounts managed for organizations and individuals), Invesco 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, trades for the Invesco Fund(s) in a particular security may be placed separately from, rather than aggregated with, such other accounts. Having separate transactions with respect to a security may temporarily affect the market price of the security or the execution of the transaction, or both, to the possible detriment of the Fund(s) or other account(s) involved. |
|
Finally, the appearance of a conflict of interest may arise where Invesco has an incentive, such as a performance-based management fee, which relates to the management of one fund or account but not all funds and accounts for which a portfolio manager has day-to-day management responsibilities. |
C-41
Invesco has adopted certain compliance procedures which are designed to address these types of conflicts. However, there is no guarantee that such procedures will detect each and every situation in which a conflict arises.
Compensation for the fiscal year completed December 31, 2011
Invesco seeks to maintain a compensation program that is competitively positioned to attract and retain high-caliber investment professionals. Portfolio managers receive a base salary, an incentive bonus opportunity, and an equity compensation opportunity. Portfolio manager compensation is reviewed and may be modified each year as appropriate to reflect changes in the market, as well as to adjust the factors used to determine bonuses to promote competitive fund performance. Invesco evaluates competitive market compensation by reviewing compensation survey results conducted by an independent third party of investment industry compensation. Each portfolio managers compensation consists of the following three elements:
Base Salary. Each portfolio manager is paid a base salary. In setting the base salary, Invescos intention is to be competitive in light of the particular portfolio managers experience and responsibilities.
Annual Bonus. The portfolio managers are eligible, along with other employees of Invesco, to participate in a discretionary year-end bonus pool. The Compensation Committee of Invesco Ltd. reviews and approves the amount of the bonus pool available for Invescos investment centers. The Compensation Committee considers investment performance and financial results in its review. In addition, while having no direct impact on individual bonuses, assets under management are considered when determining the starting bonus funding levels. Each portfolio manager is eligible to receive an annual cash bonus which is based on quantitative (i.e. investment performance) and non-quantitative factors (which may include, but are not limited to, individual performance, risk management and teamwork).
Each portfolio managers compensation is linked to the pre-tax investment performance of the funds and accounts managed by the portfolio manager as described in Table 1 below.
Table 1
Sub-Adviser | Performance time period 1 | |
Invesco 2,3 |
One-, Three- and Five-year performance against Fund peer group. |
1 | Rolling time periods based on calendar year-end. |
2 | Portfolio Managers may be granted a short-term award that vests on a pro-rata basis over a four year period and final payments are based on the performance of eligible Invesco Funds selected by the portfolio manager at the time the award is granted. |
3 | Portfolio Managers for Invesco Balanced Fund, Invesco Fundamental Value Fund, Invesco Large Cap Relative Value Fund, Invesco Mid-Cap Value Fund, Invesco U.S. Mid Cap Value Fund, Invesco Value Fund, Invesco Value II Fund, Invesco V.I. Select Dimensions Balanced Fund, Invesco V.I. Income Builder Fund, Invesco Van Kampen American Value Fund, Invesco Van Kampen Comstock Fund, Invesco Van Kampen Equity and Income Fund, Invesco Van Kampen Growth and Income Fund, Invesco Van Kampen Value Opportunities Fund, Invesco Van Kampen V.I. Comstock Fund, Invesco Van Kampen V.I. Growth and Income Fund, Invesco Van Kampen V.I. Equity and Income Fund, Invesco Van Kampen V.I. Mid Cap Value Fund and Invesco Van Kampen V.I. Value Funds compensation is based on the one-, three- and five-year performance against the Funds peer group. Furthermore, for the portfolio manager(s) formerly managing the predecessor funds to the Invesco Funds in this footnote 3, they also have a ten-year performance measure. |
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High investment performance (against applicable peer group and/or benchmarks) would deliver compensation generally associated with top pay in the industry (determined by reference to the third-party provided compensation survey information) and poor investment performance (versus applicable peer group) would result in low bonus compared to the applicable peer group or no bonus at all. These decisions are reviewed and approved collectively by senior leadership which has responsibility for executing the compensation approach across the organization.
Equity-Based Compensation. Portfolio managers may be granted an award that allows them to select receipt of shares of certain Invesco Funds with a vesting period as well as common shares and/or restricted shares of Invesco Ltd. stock from pools determined from time to time by the Compensation Committee of Invesco Ltd.s Board of Directors. Awards of equity-based compensation typically vest over time, so as to create incentives to retain key talent.
Portfolio managers also participate in
Ownership of Securities of the Fund as of December 31, 2011
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 |
|||||||
Jason S. Leder | X | |||||||||||||
Kevin C. Holt | X | |||||||||||||
Devon E. Armstrong | X | |||||||||||||
James N. Warwick | X | |||||||||||||
Matthew Seinsheimer | X |
C-43
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
EQ/Wells Fargo Omega Growth (Fund) Wells 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, 2011 |
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 |
|||||||||||||
Thomas J. Pence | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Michael T. Smith | 0 | N/A | 0 | N/A | 0 | N/A |
Description of any Material Conflicts
Wells Capital Managements Portfolio Managers often provide investment management for separate accounts advised in the same or similar investment style as that provided to mutual funds. While management of multiple accounts could potentially lead to conflicts of interest over various issues such as trade allocation, fee disparities and research acquisition, Wells Capital Management has implemented policies and procedures for the express purpose of ensuring that clients are treated fairly and that potential conflicts of interest are minimized.
Compensation for the fiscal year completed December 31, 2011
The compensation structure for Wells Capital Managements Portfolio Managers includes a
competitive fixed base salary plus variable incentives (Wells Capital Management utilizes investment management compensation surveys as confirmation). Incentive bonuses are typically tied to relative investment performance of all accounts under his
or her management within acceptable risk parameters. Relative investment performance is generally evaluated for 1, 3, and 5 year performance results, with a predominant weighting on the 3- and 5- year time periods, versus the relevant benchmarks
and/or peer groups consistent with the investment style. This evaluation takes into account relative performance of the accounts to each accounts individual benchmark and/or the relative composite performance of all accounts to one or more
relevant benchmarks consistent with the overall investment style. In the case of each Fund, the benchmark(s) against which the performance of the Funds portfolio may be compared for these purposes generally are indicated in the
Ownership of Securities of the Fund as of December 31, 2011
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 J. Pence | X | |||||||||||||
Michael T. Smith | X |
C-44
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, 2011 |
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
|
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 Equitable Funds Management Group, LLC | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Franklin Advisory Services, LLC | ||||||||||||||||||||||||
William Lippman | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Bruce C. Baughman | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Margaret McGee | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Y. Dogan Sahin | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Donald G. Taylor | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
BlackRock Investment Management, LLC | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | ||||||||||||||||||||||
Christopher Bliss | 0 | N/A | ||||||||||||||||||||||
Jennifer Hsui | 0 | N/A | ||||||||||||||||||||||
Rachel M. Aguirre | ||||||||||||||||||||||||
Timothy Murray |
AXA EQUITABLE FUNDS MANAGEMENT GROUP, 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, 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 AXA Equitable Funds Management Group, LLC (the 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.
Compensation as of December 31, 2011
Because the Portfolio Managers serve as officers and employees of the Manager and their respective roles are not limited to serving as the portfolio manager of the Fund and other accounts they manage, their compensation is based on the Managers compensation program as it applies to the firms officers in general. The Managers 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 firms base salary structure. An individuals 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
C-45
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, 2011
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 | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X |
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.
Conflicts: 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. As noted above, 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 managers compensation may give rise to potential conflicts of interest. A portfolio managers 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 managers marketing or sales efforts and his or her bonus.
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
C-46
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, 2011
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 managers level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio managers 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 Funds 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 Advisers business and the investment management team, including professional knowledge, productivity, customer service, creativity, and contribution to team goals, 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 managers 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-47
Ownership of Securities of the Funds as of December 31, 2011
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 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 significant shareholders 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 significant shareholders, 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 BlackRocks (or its affiliates or significant shareholders) 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 connection, 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, as appropriate.
C-48
Compensation for the fiscal year completed December 31, 2011
BlackRocks 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 a function of several components: the performance of BlackRock, Inc., the performance of the portfolio managers group within BlackRock, the investment performance, including risk-adjusted returns, of the firms assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individuals seniority, role within the portfolio management team, teamwork and contribution to the overall performance of these portfolios and BlackRock.
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 BlackRocks ability to sustain and improve its performance over future periods.
Long-Term Retention and Incentive Plan (LTIP) From time to time long-term incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock, Inc. common stock.
Ownership of Securities of the Portfolio as of December 31, 2011
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 Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel M. Aguirre | ||||||||||||||
Timothy Murray |
C-49
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
EQ/Core Bond Index Portfolio (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, 2011 | 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 |
|||||||||||||
AXA Equitable Funds Management Group, LLC (Adviser) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
SSgA Funds Management, Inc. (Adviser) | ||||||||||||||||||||||||
Mahesh Jayakumar* | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Michael Brunell, CFA* | 0 | N/A | 0 | N/A | 0 | N/A |
* | Passive fixed income assets are managed on at team basis. The table refers to SSgA, comprised of all the investment management affiliates of State Street Corporation including SSgA FM |
AXA EQUITABLE FUNDS MANAGEMENT GROUP, 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, 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 AXA Equitable Funds Management Group, LLC (the 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.
In addition, registered investment companies for which the Portfolio Managers serve as the portfolio manager are generally structured as a fund of funds, which invest in other registered investment companies for which the Manager serves as the investment manager and/or in registered investment companies that are exchange-traded funds (ETFS). Each Portfolio Manager also serves as a portfolio manager to allocated portions which invest in ETFs for certain portfolios that are not fund of funds. None of these portfolios or allocated portions is subject to an advisory fee that is based on the performance of the portfolio or allocated portion. Given the structure of these portfolios and allocated portions and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio managers compensation as further described below, each Portfolio Manager is not, as a general matter and in relation to these portfolios or allocated portions, subject to the potential conflicts of interest that may arise in connection with his management of the Portfolios, on the one hand, and the other portfolios and allocated portions, on the other, such as material differences in the investment strategies or allocation of investment opportunities.
Compensation as of December 31, 2011
Because each Portfolio Manager serves as officer and employee of the Manager and their respective roles are not limited to serving as the portfolio manager of the Fund and other accounts they manage, their compensation is based on the Managers compensation program as it applies to the firms officers in
C-50
general. The Managers 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 firms base salary structure. An individuals 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
Ownership of Securities of the Fund as of December 31, 2011
Portfolio Manager | None |
$1-
$10,000 |
$10,001-$50,000 | $50,001-$100,000 | $100,001-$500,000 | $500,000-$1,000,000 | over $1,000,000 | |||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | 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 Managers execution of different investment strategies for various accounts or (b) the allocation of investment opportunities among the Portfolio Managers accounts with the same strategy.
A potential conflict of interest may arise as a result of the Portfolio Managers responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment maybe suitable for more than one of the Portfolio Managers 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 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.
C-51
Compensation as of December 31, 2011
The compensation of SSgA FMs 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 other incentives. The
second factor taken into consideration is the size of the pool available for 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 SSgA FM and its affiliates. 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, and in the case of investment teams, the investment performance of their strategies. The pool is then allocated on a discretionary basis to individual employees based on their
Ownership of Securities of the Fund as of December 31, 2011
Portfolio Manager | None |
$1-
$10,000 |
$10,001-$50,000 | $50,001-$100,000 | $100,001-$500,000 | $500,000-$1,000,000 | over $1,000,000 | |||||||
Mahesh Jayakumar | X | |||||||||||||
Michael Brunell, CFA | X |
C-52
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
EQ/Equity 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, 2011 |
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
|
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 Equitable Funds Management Group, LLC | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
BlackRock Capital Management, Inc. | ||||||||||||||||||||||||
Jeffrey R. Lindsey | 0 | N/A | 0 | N/A | ||||||||||||||||||||
Edward Dowd | 0 | N/A | 0 | N/A | ||||||||||||||||||||
BlackRock Investment Management, LLC | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | ||||||||||||||||||||||
Christopher Bliss | 0 | N/A | ||||||||||||||||||||||
Jennifer Hsui | 0 | N/A | ||||||||||||||||||||||
Rachel M. Aguirre | ||||||||||||||||||||||||
Timothy Murray |
AXA EQUITABLE FUNDS MANAGEMENT GROUP, 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, 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 AXA Equitable Funds Management Group, LLC (the 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.
In addition, registered investment companies for which the Portfolio Managers serve as a portfolio manager are generally structured as a fund of funds, which invest in other registered investment companies for which the Manager serves as the investment manager and/or in registered investment companies that are exchange-traded funds (ETFS). Each Portfolio Manager also serves as a portfolio manager to allocated portions which invest in ETFs for certain portfolios that are not fund of funds. None of these portfolios or allocated portions is subject to an advisory fee that is based on the performance of the portfolio or allocated portion. Given the structure of these portfolios and allocated portions and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio managers compensation as further described below, each Portfolio Manager is not, as a general matter and in relation to these portfolios or allocated portions, subject to the potential conflicts of interest that may arise in connection with his management of the Portfolios, on the one hand, and the other portfolios and allocated portions, on the other, such as material differences in the investment strategies or allocation of investment opportunities.
C-53
Compensation as of December 31, 2011
Because the Portfolio Managers serve as officers and employees of the Manager and their respective roles are not limited to serving as the portfolio managers of the Fund and other accounts they manage, their compensation is based on the Managers compensation program as it applies to the firms officers in general. The Managers 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 firms base salary structure. An individuals 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, 2011
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 | X | ||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X |
BLACKROCK CAPITAL MANAGEMENT, INC.
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 significant shareholders 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 significant shareholders, 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 BlackRocks (or its affiliates or significant shareholders) officers, directors or employees are directors or officers, or companies as to which BlackRock or any of its affiliates or significant shareholders, 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
C-54
whose investment strategies may at times be opposed to the strategy utilized for the Portfolio. In this connection, 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, as appropriate.
Compensation for the fiscal year completed December 31, 2011
BlackRocks 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. BlackRocks 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 managers 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. BlackRocks 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/Equity Growth PLUS Portfolio include the Russell 1000 Growth 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.
C-55
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 BlackRocks ability to sustain and improve its performance over future periods.
Long-Term Retention and Incentive Plan (LTIP) From time to time long-term incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock, Inc. common stock. Messrs. Lindsey and Dowd 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 firms investment products. Each participant in the deferred compensation program is permitted to allocate his deferred amounts among the various investment options. Messrs. Lindsey and Dowd 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 3-5% of eligible compensation. 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
Ownership of Securities of the Fund as of December 31, 2011
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 |
|||||||
Jeffrey R. Lindsey | X | |||||||||||||
Edward Dowd | 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 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
C-56
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 significant shareholders 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 significant shareholders, 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 BlackRocks (or its affiliates or significant shareholders) 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 connection, it should be noted that the Portfolio Managers each 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, as appropriate.
Compensation for the fiscal year completed December 31, 2011
BlackRocks 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 and, participation in various benefits programs. In addition, a Portfolio Manager may have been paid a signing bonus or awarded sign-on equity in connection with initiation of employment with BlackRock.
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, Inc., the performance of the portfolio managers group within BlackRock, the investment performance, including risk-adjusted returns, of the firms assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individuals seniority, role within the portfolio management team, teamwork and contribution to the overall performance of these portfolios and BlackRock.
C-57
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 BlackRocks ability to sustain and improve its performance over future periods.
Long-Term Retention and Incentive Plan (LTIP)
From time to time long-term incentive equity awards are granted to certain key
employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock,
Ownership of Securities of the Portfolio as of December 31, 2011
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 Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel M. Aguirre | ||||||||||||||
Timothy Murray |
C-58
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
EQ/Franklin Core Balanced (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, 2011 |
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
|
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 Equitable Funds Management Group, LLC | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Franklin Advisers, Inc. | ||||||||||||||||||||||||
Charles B. Johnson | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Edward D. Perks | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alex Peters | ||||||||||||||||||||||||
Matt Quinlan | ||||||||||||||||||||||||
BlackRock Investment Management, LLC | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | ||||||||||||||||||||||
Scott Radell | 0 | N/A | ||||||||||||||||||||||
Christopher Bliss | 0 | N/A | ||||||||||||||||||||||
Jennifer Hsui | 0 | N/A | ||||||||||||||||||||||
Karen Uyehara | 0 | N/A | ||||||||||||||||||||||
Rachel M. Aguirre | ||||||||||||||||||||||||
Timothy Murray |
AXA EQUITABLE FUNDS MANAGEMENT GROUP, 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, 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 AXA Equitable Funds Management Group, LLC (the 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.
Compensation as of December 31, 2011
Because the Portfolio Managers serve as officers and employees of the Manager and their respective roles are not limited to serving as the portfolio manager of the Fund and other accounts they manage, their compensation is based on the Managers compensation program as it applies to the firms officers in general. The Managers 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 firms base salary structure. An individuals 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-59
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
Ownership of Shares of the Fund as of December 31, 2011
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 | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X |
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.
Conflicts: 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. As noted above, 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 managers compensation may give rise to potential conflicts of interest. A portfolio managers 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 managers marketing or sales efforts and his or her bonus.
C-60
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, 2011
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 managers level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio managers 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 Funds 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 Advisers business and the investment management team, including professional knowledge, productivity, customer service, creativity, and contribution to team goals, 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 managers 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.
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Ownership of Securities of the Fund as of December 31, 2011
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 | |||||||||||||
Alex Peters | ||||||||||||||
Matt Quinlan |
BLACKROCK INVESTMENT MANAGEMENT LLC
Description of any material conflicts
Certain of the portfolios or accounts for which the portfolio managers are primarily responsible for the day-to-day management seek to track the rate of return, risk profile and other characteristics of independent third-party indexes by either replicating the same combination of securities that compose those indexes or sampling the securities that compose those indexes based on objective criteria and data. BFA or BTC, as applicable, are required to manage each portfolio or account to meet those objectives. Pursuant to BTC and BFA policy, investment opportunities are allocated equitably among the Master Portfolios and other portfolios and accounts. For example, under certain circumstances, an investment opportunity may be restricted due to limited supply on the market, legal constraints or other factors, in which event the investment opportunity will be allocated equitably among those portfolios and accounts, including the Master Portfolios, seeking such investment opportunity. As a consequence, from time to time each Master Portfolio may receive a smaller allocation of an investment opportunity than they would have if the portfolio managers and BFA and its affiliates did not manage other portfolios or accounts.
Like the Master Portfolios, the other portfolios or accounts for which the portfolio managers are primarily responsible for the day-to-day portfolio management generally pay an asset-based fee to BFA or BTC, as applicable, for its advisory services. One or more of those other portfolios or accounts, however, may pay BTC an incentive-based fee in lieu of, or in addition to, an asset-based fee for its advisory services. A portfolio or account with an incentive-based fee would pay BTC a portion of that portfolios or accounts gains, or would pay BTC more for its services than would otherwise be the case if BTC meets or exceeds specified performance targets. By their very nature, incentive-based fee arrangements could present an incentive for BTC to devote greater resources, and allocate more investment opportunities, to the portfolios or accounts that have those fee arrangements, relative to other portfolios or accounts, in order to earn larger fees. Although BTC has an obligation to allocate resources and opportunities equitably among portfolios and accounts and intends to do so, interestholders of the Master Portfolios should be aware that, as with any group of portfolios and accounts managed by an investment adviser and/or its affiliates pursuant to varying fee arrangements, including incentive-based fee arrangements, there is the potential for a conflict of interest that may result in the portfolio managers favoring those portfolios or accounts with incentive-based fee arrangements.
Compensation for the fiscal year completed December 31, 2011
Portfolio Manager Compensation Overview . BFAs 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, and participation in various benefits programs. In addition, a Portfolio Manager may have been paid a signing bonus or awarded sign-on equity in connection with initiation of employment with BlackRock.
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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 a function of several components: the performance of BlackRock, the performance of the portfolio managers group within BlackRock, the investment performance, including risk-adjusted returns, of the firms assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individuals seniority, role within the portfolio management team, teamwork and contribution to the overall performance of these portfolios and BlackRock.
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 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 BlackRocks ability to sustain and improve its performance over future periods.
Long-Term Retention and Incentive Plan (LTIP) From time to time long-term incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock, Inc. common stock.
Ownership of Securities of the Portfolio as of December 31, 2011
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 Corallo | X | |||||||||||||
Scott Radell | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Karen Uyehara | X | |||||||||||||
Rachel M. Aguirre | ||||||||||||||
Timothy Murray |
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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, 2011 | 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
|
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 |
|||||||||||||
AXA Equitable Funds Management Group, LLC | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Wells Capital Management, Inc. and First International Advisers, Inc. | ||||||||||||||||||||||||
Anthony Norris | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Peter Wilson | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
BlackRock Investment Management LLC | ||||||||||||||||||||||||
Scott Radell | 0 | N/A | 0 | N/A | ||||||||||||||||||||
Karen Uyehara | 0 | N/A | 0 | N/A |
AXA EQUITABLE FUNDS MANAGEMENT GROUP, 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, 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 AXA Equitable Funds Management Group, LLC (the 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.
In addition, registered investment companies for which the Portfolio Managers serve as the portfolio manager are generally structured as a fund of funds, which invest in other registered investment companies for which the Manager serves as the investment manager and/or in registered investment companies that are exchange-traded funds (ETFS). Each Portfolio Manager also serves as a portfolio manager to allocated portions which invest in ETFs for certain portfolios that are not fund of funds. None of these portfolios or allocated portions is subject to an advisory fee that is based on the performance of the portfolio or allocated portion. Given the structure of these portfolios and allocated portions and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio managers compensation as further described below, each Portfolio Manager is not, as a general matter and in relation to these portfolios or allocated portions, subject to the potential conflicts of interest that may arise in connection with his management of the Portfolios, on the one hand, and the other portfolios and allocated portions, on the other, such as material differences in the investment strategies or allocation of investment opportunities.
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Compensation as of December 31, 2011
Because each Portfolio Manager serves as officer and employee of the Manager and his respective roles are not limited to serving as the portfolio manager of the Fund and other accounts they manage, his compensation is based on the Managers compensation program as it applies to the firms officers in general. The Managers 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 firms base salary structure. An individuals 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, 2011
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 | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X |
Wells Capital Management Inc. and First International Advisors, LLC.
Description of any Material Conflicts
Wells Capital Management/First International Advisors Portfolio Managers often provide investment management for separate accounts advised in the same or similar investment style as that provided to mutual funds. While management of multiple accounts could potentially lead to conflicts of interest over various issues such as trade allocation, fee disparities and research acquisition, Wells Capital Management/First International Advisors has implemented policies and procedures for the express purpose of ensuring that clients are treated fairly and that potential conflicts of interest are minimized.
Compensation for the fiscal year completed December 31, 2011
The compensation structure for Wells Capital Management/First International Advisors Portfolio Managers includes a competitive fixed base salary plus variable incentives (Wells Capital Management/First International Advisors utilizes investment management compensation surveys as confirmation). Incentive bonuses are typically tied to relative investment performance of all accounts under his or her management within acceptable risk parameters. Relative investment performance is generally evaluated for 1, 3, and 5 year performance results, with a predominant weighting on the 3- and 5- year time periods, versus the relevant benchmarks and/or peer groups consistent with the investment style. This evaluation takes into account relative performance of the accounts to each accounts individual benchmark and/or the relative composite performance of all accounts to one or more relevant benchmarks consistent with the overall investment style. In the case of each Fund, the benchmark(s) against which the performance of the Funds portfolio may be compared for these purposes generally are indicated in the Performance sections of the Prospectuses.
Portfolio Manager | Benchmarks | |
Peter Wilson | Merrill Lynch Global Broad Market Index | |
Anthony J. Norris | Merrill Lynch Global Broad Market Index |
C-65
Ownership of Securities of the Fund as of December 31, 2011
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 |
|||||||
Anthony Norris | X | |||||||||||||
Peter Wilson | X |
BLACKROCK INVESTMENT MANAGEMENT LLC
Description of any material conflicts
Certain of the portfolios or accounts for which the portfolio managers are primarily responsible for the day-to-day management seek to track the rate of return, risk profile and other characteristics of independent third-party indexes by either replicating the same combination of securities that compose those indexes or sampling the securities that compose those indexes based on objective criteria and data. BFA or BTC, as applicable, are required to manage each portfolio or account to meet those objectives. Pursuant to BTC and BFA policy, investment opportunities are allocated equitably among the Master Portfolios and other portfolios and accounts. For example, under certain circumstances, an investment opportunity may be restricted due to limited supply on the market, legal constraints or other factors, in which event the investment opportunity will be allocated equitably among those portfolios and accounts, including the Master Portfolios, seeking such investment opportunity. As a consequence, from time to time each Master Portfolio may receive a smaller allocation of an investment opportunity than they would have if the portfolio managers and BFA and its affiliates did not manage other portfolios or accounts.
Like the Master Portfolios, the other portfolios or accounts for which the portfolio managers are primarily responsible for the day-to-day portfolio management generally pay an asset-based fee to BFA or BTC, as applicable, for its advisory services. One or more of those other portfolios or accounts, however, may pay BTC an incentive-based fee in lieu of, or in addition to, an asset-based fee for its advisory services. A portfolio or account with an incentive-based fee would pay BTC a portion of that portfolios or accounts gains, or would pay BTC more for its services than would otherwise be the case if BTC meets or exceeds specified performance targets. By their very nature, incentive-based fee arrangements could present an incentive for BTC to devote greater resources, and allocate more investment opportunities, to the portfolios or accounts that have those fee arrangements, relative to other portfolios or accounts, in order to earn larger fees. Although BTC has an obligation to allocate resources and opportunities equitably among portfolios and accounts and intends to do so, interest holders of the Master Portfolios should be aware that, as with any group of portfolios and accounts managed by an investment adviser and/or its affiliates pursuant to varying fee arrangements, including incentive-based fee arrangements, there is the potential for a conflict of interest that may result in the portfolio managers favoring those portfolios or accounts with incentive-based fee arrangements.
Compensation for the fiscal year completed December 31, 2011
Portfolio Manager Compensation Overview . BFAs 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, and participation in various benefits programs. In addition, a Portfolio Manager may have been paid a signing bonus or awarded sign-on equity in connection with initiation of employment with BlackRock.
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.
C-66
Discretionary Incentive Compensation . Discretionary incentive compensation is a function of several components: the performance of BlackRock, the performance of the portfolio managers group within BlackRock, the investment performance, including risk-adjusted returns, of the firms assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individuals seniority, role within the portfolio management team, teamwork and contribution to the overall performance of these portfolios and BlackRock.
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 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 BlackRocks ability to sustain and improve its performance over future periods.
Long-Term Retention and Incentive Plan (LTIP) From time to time long-term incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock, Inc. common stock.
Ownership of Securities of the Portfolio as of December 31, 2011
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 |
|||||||
Scott Radell | X | |||||||||||||
Karen Uyehara | X |
C-67
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, 2010 | 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
|
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 |
|||||||||||||
AXA Equitable Funds Management Group, LLC | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Morgan Stanley Investment Management Inc | ||||||||||||||||||||||||
Ruchir Sharma | 0 | N/A | 0 | N/A | ||||||||||||||||||||
James Cheng | 0 | N/A | 0 | N/A | ||||||||||||||||||||
Paul Psaila | 0 | N/A | 0 | N/A | ||||||||||||||||||||
Eric Carlson | 0 | N/A | 0 | N/A | ||||||||||||||||||||
Ana Cristina Piedrahita | 0 | N/A | 0 | N/A | ||||||||||||||||||||
BlackRock Investment Management LLC | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | ||||||||||||||||||||||
Christopher Bliss | 0 | N/A | ||||||||||||||||||||||
Jennifer Hsui | 0 | N/A | ||||||||||||||||||||||
Rachel Aguirre | ||||||||||||||||||||||||
Timothy Murray |
AXA EQUITABLE FUNDS MANAGEMENT GROUP, 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, 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 AXA Equitable Funds Management Group, LLC (the 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.
Compensation as of December 31, 2011
Because the Portfolio Managers serve as officers and employees of the Manager and their respective roles are not limited to serving as the portfolio manager of the Fund and other accounts they manage, their compensation is based on the Managers compensation program as it applies to the firms officers in general. The Managers 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 firms base salary structure. An individuals 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
C-68
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, 2011
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 | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X |
MORGAN STANLEY INVESTMENT MANAGEMENT, INC.
Description of any Material Conflicts
Because the portfolio managers may 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 Sub-Adviser may receive fees from certain accounts that are higher than the fee it receives from the 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 the Fund. In addition, a conflict of interest could exist to the extent the Sub-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 Sub-Advisers employee benefits and/or deferred compensation plans. The portfolio manager may have an incentive to favor these accounts over others. If the Sub-Adviser manages accounts that engage in short sales of securities of the type in which the Fund invests, the Sub-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 Sub-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, 2011
Portfolio Manager Compensation Structure: 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 managers.
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 Stanleys 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. |
C-69
|
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 their IMAP deferral account 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. For 2008 awards, a clawback provision was implemented that could be triggered if the individual engages in conduct detrimental to the Investment Adviser or its affiliates. For 2009 awards, the provision was further strengthened to allow the Adviser to claw back compensation in certain circumstances situations such as material restatement of the Advisers financial statement or losses on certain trading position, investments or holdings. |
|
Voluntary Deferred Compensation Plans voluntary programs that permit certain employees to elect to defer a portion of their discretionary year-end compensation and notionally invest the deferred amount across a range of designated investment funds, which may include funds advised by the Adviser or its affiliates. |
Several factors determine discretionary compensation, which can vary by portfolio management team and circumstances. These factors include but are not
limited to performance (team, product, Adviser and individual), revenues generated by the fund/accounts managed by the portfolio manager, assets managed by the portfolio manager, market compensation survey research by independent third parties and
Ownership of Securities of the Fund as of December 31, 2011
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 |
|||||||
Ruchir Sharma | X | |||||||||||||
James Cheng | X | |||||||||||||
Paul Psaila | X | |||||||||||||
Eric Carlson | X | |||||||||||||
Ana Christina Piedrahita | 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 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 significant shareholders 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 significant shareholders, or any officer, director, stockholder, employee or any member of their families may take different actions than
C-70
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 BlackRocks (or its affiliates or significant shareholders) 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 connection, it should be noted that the Portfolio Managers each 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, as appropriate.
Compensation for the fiscal year completed December 31, 2011
BlackRocks 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. In addition, a Portfolio Manager may have been paid a signing bonus or awarded sign-on equity in connection with initiation of employment with BlackRock.
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, Inc., the performance of the portfolio managers group within BlackRock, the investment performance, including risk-adjusted returns, of the firms assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individuals seniority, role within the portfolio management team, teamwork and contribution to the overall performance of these portfolios and BlackRock.
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 BlackRocks ability to sustain and improve its performance over future periods.
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Long-Term Retention and Incentive Plan (LTIP)
From time to time long-term
incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted in the form of BlackRock, Inc. restricted
Ownership of Securities of the Portfolio as of December 31, 2011
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 Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel Aguirre | X | |||||||||||||
Timothy Murray |
C-72
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
EQ/Intermediate Government Bond Index Portfolio (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, 2011 | 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 |
|||||||||||||
AXA Equitable Funds Management Group, LLC (Adviser) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
SSgA Funds Management, Inc. (Adviser) | ||||||||||||||||||||||||
Mahesh Jayakumar* | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Michael Brunell, CFA* | 0 | N/A | 0 | N/A | 0 | N/A |
* | Passive fixed income assets are managed on at team basis. The table refers to SSgA, comprised of all the investment management affiliates of State Street Corporation including SSgA FM |
AXA EQUITABLE FUNDS MANAGEMENT GROUP, 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, 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 AXA Equitable Funds Management Group, LLC (the 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.
In addition, registered investment companies for which the Portfolio Managers serve as the portfolio manager are generally structured as a fund of funds, which invest in other registered investment companies for which the Manager serves as the investment manager and/or in registered investment companies that are exchange-traded funds (ETFS). Each Portfolio Manager also serves as a portfolio manager to allocated portions which invest in ETFs for certain portfolios that are not fund of funds. None of these portfolios or allocated portions is subject to an advisory fee that is based on the performance of the portfolio or allocated portion. Given the structure of these portfolios and allocated portions and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio managers compensation as further described below, each Portfolio Manager is not, as a general matter and in relation to these portfolios or allocated portions, subject to the potential conflicts of interest that may arise in connection with his management of the Portfolios, on the one hand, and the other portfolios and allocated portions, on the other, such as material differences in the investment strategies or allocation of investment opportunities.
Compensation as of December 31, 2011
Because each Portfolio Manager serves as officer and employee of the Manager and their respective roles are not limited to serving as the portfolio manager of the Fund and other accounts they manage,
C-73
their compensation is based on the Managers compensation program as it applies to the firms officers in general. The Managers 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 firms base salary structure. An individuals 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 Securities of the Fund as of December 31, 2011
Portfolio Manager | None |
$1-
$10,000 |
$10,001-$50,000 | $50,001-$100,000 | $100,001-$500,000 | $500,000-$1,000,000 | over $1,000,000 | |||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | 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 Managers execution of different investment strategies for various accounts or (b) the allocation of investment opportunities among the Portfolio Managers accounts with the same strategy.
A potential conflict of interest may arise as a result of the Portfolio Managers responsibility for multiple accounts with similar investment guidelines. Under these circumstances, a potential investment maybe suitable for more than one of the Portfolio Managers 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 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.
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Compensation as of December 31, 2011
The compensation of SSgA FMs 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 other incentives. The
second factor taken into consideration is the size of the pool available for 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 SSgA FM and its affiliates. 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, and in the case of investment teams, the investment performance of their strategies. The pool is then allocated on a discretionary basis to individual employees based on their
Ownership of Securities of the Fund as of December 31, 2011
Portfolio Manager | None |
$1-
$10,000 |
$10,001-$50,000 | $50,001-$100,000 | $100,001-$500,000 | $500,000-$1,000,000 | over $1,000,000 | |||||||
Mahesh Jayakumar |
X | |||||||||||||
Michael Brunell, CFA | X |
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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, 2011 | 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
|
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 |
|||||||||||||
AXA Equitable Funds Management Group, LLC | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
WHV Investment Management (Adviser) Hirayama Investments, LLC |
||||||||||||||||||||||||
Richard K. Hirayama* | 0 | N/A | 0 | N/A | ||||||||||||||||||||
BlackRock Investment Management, LLC (Adviser) | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | ||||||||||||||||||||||
Christopher Bliss | 0 | N/A | ||||||||||||||||||||||
Jennifer Hsui | 0 | N/A | ||||||||||||||||||||||
Rachel Aguirre | ||||||||||||||||||||||||
Timothy Murray |
* | The totals above do not include accounts representing $ billion in assets under management for broker sponsored wrap programs. |
AXA EQUITABLE FUNDS MANAGEMENT GROUP, 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, 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 AXA Equitable Funds Management Group, LLC (the 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.
In addition, registered investment companies for which the Portfolio Managers serve as the portfolio manager are generally structured as a fund of funds, which invest in other registered investment companies for which the Manager serves as the investment manager and/or in registered investment companies that are exchange-traded funds (ETFS). Each Portfolio Manager also serves as a portfolio manager to allocated portions which invest in ETFs for certain portfolios that are not fund of funds. None of these portfolios or allocated portions is subject to an advisory fee that is based on the performance of the portfolio or allocated portion. Given the structure of these portfolios and allocated portions and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio managers compensation as further described below, each Portfolio Manager is not, as a general matter and in relation to these portfolios or allocated portions, subject to the potential conflicts of interest that may arise in connection with his management of the Portfolios, on the one hand, and the other portfolios and allocated portions, on the other, such as material differences in the investment strategies or allocation of investment opportunities.
C-76
Compensation as of December 31, 2011
Because the Portfolio Managers serve as officers and employees of the Manager and their respective roles are not limited to serving as the portfolio manager of the Fund and other accounts they manage, their compensation is based on the Managers compensation program as it applies to the firms officers in general. The Managers 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 firms base salary structure. An individuals 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, 2011
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 | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X |
WHV INVESTMENT MANAGEMENT
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, 2011
WHV Investment Management (WHV) 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 firms senior professionals.
WHV pays its professionals a competitive base salary, full benefits, and a short-term bonus pool derived from the sharing of the firms 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.
C-77
The Laird Norton Investment Management, Inc. board of directors has committed itself to granting equity options of its ownership in WHV to select employees of the firm. The grant is being phased in and is subject to achieving specific growth objectives. It is expected that this grant will eventually amount to 25% of the firms 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 and Global Equity strategies.
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, 2011
Richard K. Hirayama is the Managing Member of Hirayama Investments, LLC, which is jointly owned by Richard K. Hirayama and WHV (through WHV Holdings, LLC). WHV and Hirayama Investments, LLC have entered into a sub-advisory relationship whereby Richard K. Hirayama provides the International and Global Equity strategies exclusively to WHVs clients, including the Fund. WHV pays a sub-advisory fee to Hirayama Investments, LLC ranging from 55% to 70% of WHVs fee based upon assets under management in WHVs International and Global Equity strategies. Mr. Hirayamas compensation for these strategies is represented by the 55% to 70% sub-advisory fee paid from WHV to Hirayama Investments, LLC.
Ownership of Securities of the Fund as of December 31, 2011
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 |
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 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 significant shareholders 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 significant shareholders, 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 BlackRocks (or its affiliates or significant shareholders) 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
C-78
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 connection, it should be noted that the Portfolio Managers each 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, as appropriate.
Compensation for the fiscal year completed December 31, 2011
BlackRocks 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. In addition, a Portfolio Manager may have been paid a signing bonus or awarded sign-on equity in connection with initiation of employment with BlackRock.
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, Inc., the performance of the portfolio managers group within BlackRock, the investment performance, including risk-adjusted returns, of the firms assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individuals seniority, role within the portfolio management team, teamwork and contribution to the overall performance of these portfolios and BlackRock.
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 BlackRocks ability to sustain and improve its performance over future periods.
Long-Term Retention and Incentive Plan (LTIP) From time to time long-term incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock, Inc. common stock.
C-79
Ownership of Securities of the Fund as of December 31, 2011
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 Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel Aguirre | X | |||||||||||||
Timothy Murray |
C-80
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
EQ/International 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, 2011 |
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
|
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 Equitable Funds Management Group, LLC | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Northern Cross LLC | ||||||||||||||||||||||||
Howard Appleby | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Jean-Francois Ducrest | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
James LaTorre | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Edward E. Wendell, Jr. | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
BlackRock Investment Management, LLC | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | ||||||||||||||||||||||
Christopher Bliss | 0 | N/A | ||||||||||||||||||||||
Jennifer Hsui | 0 | N/A | ||||||||||||||||||||||
Rachel Aguirre | ||||||||||||||||||||||||
Timothy Murray |
AXA EQUITABLE FUNDS MANAGEMENT GROUP, 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, 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 AXA Equitable Funds Management Group, LLC (the 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.
Compensation as of December 31, 2011
Because the Portfolio Managers serve as officers and employees of AXA Equitable and their respective roles are not limited to serving as the portfolio manager of the Fund and other accounts they manage, their compensation is based on the Managers compensation program as it applies to the firms officers in general. The Managers 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 firms base salary structure. An individuals 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-81
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
Ownership of Shares of the Fund as of December 31, 2011
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 | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X |
NORTHERN CROSS LLC
Description of any material conflicts
From time to time, potential conflicts of interest may arise between the portfolio managers management of the investments of the Portfolio 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 Portfolio, track the same index the Portfolio tracks or otherwise hold, purchase, or sell securities that are eligible to be held, purchased or sold by EQ/International Value PLUS Portfolio. The other accounts might also have different investment objectives or strategies than the Portfolio.
Knowledge and Timing of Portfolio Trades . A potential conflict of interest may arise as a result of the portfolio managers day-to-day management of the Portfolio. Because of the portfolio managers positions with EQ/International Value PLUS Portfolio, each portfolio manager knows the size, timing and possible market impact of the Portfolios trades. It is theoretically possible that a portfolio manager could use this information to the advantage of other accounts he manages and to the possible detriment of the Portfolio.
Investment Opportunities . A potential conflict of interest may arise as result of a portfolio managers management of a number of accounts with varying investment guidelines. Often, an investment opportunity may be suitable for both the Portfolio and other accounts managed by one or more of the portfolio managers, but may not be available in sufficient quantities for both EQ/International Value PLUS Portfolio and the other accounts to participate fully. Similarly, there may be limited opportunity to sell an investment held by the Portfolio and another account.
Northern Cross, LLC has adopted policies and procedures reasonably designed to treat all accounts fairly and equitably and to address the potentially adverse effect of any conflicts of interest. Northern Cross, LLC has adopted policies and procedures designed to allocate investment opportunities on a fair and equitable basis over time. Under Northern Cross, LLCs allocation procedures, investment opportunities are allocated among various investment strategies based on individual account investment guidelines and the Subadvisers investment outlook.
Compensation as of December 31, 2011
Northern Cross is equally owned by the four founding partners. Their compensation consists of equal shares in the firms overall profits. Analysts are compensated with a base salary as well as incentive compensation. Incentive compensation is based on qualitative annual evaluations and the judgment of the principals of Northern Cross.
C-82
Ownership of Securities of the Fund as of December 31, 2011
Portfolio Manager | None |
$1-
$10,000 |
$10,000-
$50,000 |
$50,001-
$100,000 |
$100,001-
$ 500,000 |
$500,001-
$ 1,000,000 |
over
$ 1,000,000 |
|||||||
Howard Appleby, CFA | X | |||||||||||||
Jean-Francois Ducrest | X | |||||||||||||
James LaTorre, CFA | X | |||||||||||||
Edward E. Wendell, Jr. | X |
BLACKROCK INVESTMENT MANAGEMENT LLC
Description of any material conflicts
Certain of the portfolios or accounts for which the portfolio managers are primarily responsible for the day-to-day management seek to track the rate of return, risk profile and other characteristics of independent third-party indexes by either replicating the same combination of securities that compose those indexes or sampling the securities that compose those indexes based on objective criteria and data. BFA or BTC, as applicable, are required to manage each portfolio or account to meet those objectives. Pursuant to BTC and BFA policy, investment opportunities are allocated equitably among the Master Portfolios and other portfolios and accounts. For example, under certain circumstances, an investment opportunity may be restricted due to limited supply on the market, legal constraints or other factors, in which event the investment opportunity will be allocated equitably among those portfolios and accounts, including the Master Portfolios, seeking such investment opportunity. As a consequence, from time to time each Master Portfolio may receive a smaller allocation of an investment opportunity than they would have if the portfolio managers and BFA and its affiliates did not manage other portfolios or accounts.
Like the Master Portfolios, the other portfolios or accounts for which the portfolio managers are primarily responsible for the day-to-day portfolio management generally pay an asset-based fee to BFA or BTC, as applicable, for its advisory services. One or more of those other portfolios or accounts, however, may pay BTC an incentive-based fee in lieu of, or in addition to, an asset-based fee for its advisory services. A portfolio or account with an incentive-based fee would pay BTC a portion of that portfolios or accounts gains, or would pay BTC more for its services than would otherwise be the case if BTC meets or exceeds specified performance targets. By their very nature, incentive-based fee arrangements could present an incentive for BTC to devote greater resources, and allocate more investment opportunities, to the portfolios or accounts that have those fee arrangements, relative to other portfolios or accounts, in order to earn larger fees. Although BTC has an obligation to allocate resources and opportunities equitably among portfolios and accounts and intends to do so, interestholders of the Master Portfolios should be aware that, as with any group of portfolios and accounts managed by an investment adviser and/or its affiliates pursuant to varying fee arrangements, including incentive-based fee arrangements, there is the potential for a conflict of interest that may result in the portfolio managers favoring those portfolios or accounts with incentive-based fee arrangements.
Compensation for the fiscal year completed December 31, 2011
Portfolio Manager Compensation Overview . BFAs 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, and participation in various benefits programs. In addition, a Portfolio Manager may have been paid a signing bonus or awarded sign-on equity in connection with initiation of employment with BlackRock.
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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 a function of several components: the performance of BlackRock, the performance of the portfolio managers group within BlackRock, the investment performance, including risk-adjusted returns, of the firms assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individuals seniority, role within the portfolio management team, teamwork and contribution to the overall performance of these portfolios and BlackRock.
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 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 BlackRocks ability to sustain and improve its performance over future periods.
Long-Term Retention and Incentive Plan (LTIP) From time to time long-term incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock, Inc. common stock.
Ownership of Securities of the Portfolio as of December 31, 2011
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 Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel Aguirre | X | |||||||||||||
Timothy Murray |
C-84
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, 2011 | 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 |
|||||||||||||
AXA Equitable Funds Management Group, LLC | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Institutional Capital LLC (Adviser) | ||||||||||||||||||||||||
Thomas R. Wenzel | 0 | N/A | 0 | N/A | ||||||||||||||||||||
Jerrold K. Senser | 0 | N/A | 0 | N/A | ||||||||||||||||||||
BlackRock Investment Management, LLC (Adviser) | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | ||||||||||||||||||||||
Christopher Bliss | 0 | N/A | ||||||||||||||||||||||
Jennifer Hsui | 0 | N/A | ||||||||||||||||||||||
Rachel Aguirre | ||||||||||||||||||||||||
Timothy Murray |
AXA EQUITABLE FUNDS MANAGEMENT GROUP, 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, 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 AXA Equitable Funds Management Group, LLC (the 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.
In addition, registered investment companies for which the Portfolio Managers serve as portfolio managers are generally structured as a fund of funds, which invest in other registered investment companies for which the Manager serves as the investment manager and/or in registered investment companies that are exchange-traded funds (ETFS). Each Portfolio Manager also serves as a portfolio manager to allocated portions which invest in ETFs for certain portfolios that are not fund of funds. None of these portfolios or allocated portions is subject to an advisory fee that is based on the performance of the portfolio or allocated portion. Given the structure of these portfolios and allocated portions and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio managers compensation as further described below, each Portfolio Manager is not, as a general matter and in relation to these portfolios or allocated portions, subject to the potential conflicts of interest that may arise in connection with his management of the Portfolios, on the one hand, and the other portfolios and allocated portions, on the other, such as material differences in the investment strategies or allocation of investment opportunities.
C-85
Compensation as of December 31, 2011
Because the Portfolio Managers serve as officers and employees of the Manager and their respective roles are not limited to serving as the portfolio manager of the Fund and other accounts they manage, their compensation is based on the Managers compensation program as it applies to the firms officers in general. The Managers 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 firms base salary structure. An individuals 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, 2011
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 | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | 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, 2011
Compensation for members of the Advisers research team is comprised of salary, annual bonus, and long-term incentive compensation. Key factors that are considered in determining compensation for senior analysts include performance attribution for their sector relative to benchmarks, the number and quality of new stock presentations, contributions to the portfolio management team process, their work in developing and mentoring junior analysts, their contribution to the Advisers overall organization, and their professional conduct. Attribution is evaluated for the current year as well as over the prior three years. Junior analysts are evaluated primarily on their mastery of the Advisers investment process, their contribution to the investment research work done in their sector, their contribution to the Advisers overall organization, and their professional conduct. The mix between fixed and variable compensation varies, with more senior members of the research team having a higher variable component. Annual bonus and long-term incentive compensation pools are determined in the aggregate by a mix of the Advisers revenue and cash flow performance over various periods of time.
C-86
Ownership of Securities of the Fund as of December 31, 2011
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 R. Wenzel | X | |||||||||||||
Jerrold K. Senser | 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 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 significant shareholders 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 significant shareholders, 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 BlackRocks (or its affiliates or significant shareholders) 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 connection, it should be noted that the Portfolio Managers each 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, as appropriate.
Compensation for the fiscal year completed December 31, 2011
BlackRocks 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-87
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. In addition, a Portfolio Manager may have been paid a signing bonus or awarded sign-on equity in connection with initiation of employment with BlackRock.
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, Inc., the performance of the portfolio managers group within BlackRock, the investment performance, including risk-adjusted returns, of the firms assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individuals seniority, role within the portfolio management team, teamwork and contribution to the overall performance of these portfolios and BlackRock.
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 BlackRocks ability to sustain and improve its performance over future periods.
Long-Term Retention and Incentive Plan (LTIP) From time to time long-term incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock, Inc. common stock.
Ownership of Securities of the Fund as of December 31, 2011
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 Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel Aguirre | ||||||||||||||
Timothy Murray |
C-88
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, 2011 | 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
|
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 |
|||||||||||||
AXA Equitable Funds Management Group, LLC | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Marsico Capital Management LLC (Adviser) | ||||||||||||||||||||||||
Thomas F. Marsico | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
A. Douglas Rao | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
Coralie Witter | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
BlackRock Investment Management, LLC (Adviser) | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | ||||||||||||||||||||||
Christopher Bliss | 0 | N/A | ||||||||||||||||||||||
Jennifer Hsui | 0 | N/A | ||||||||||||||||||||||
Rachel Aguirre | ||||||||||||||||||||||||
Timothy Murray |
AXA EQUITABLE FUNDS MANAGEMENT GROUP, 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, 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 AXA Equitable Funds Management Group, LLC (the 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.
In addition, registered investment companies for which the Portfolio Managers serve as the portfolio manager are generally structured as a fund of funds, which invest in other registered investment companies for which the Manager serves as the investment manager and/or in registered investment companies that are exchange-traded funds (ETFS). Each Portfolio Manager also serves as a portfolio manager to allocated portions which invest in ETFs for certain portfolios that are not fund of funds. None of these portfolios or allocated portions is subject to an advisory fee that is based on the performance of the portfolio or allocated portion. Given the structure of these portfolios and allocated portions and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio managers compensation as further described below, each Portfolio Manager is not, as a general matter and in relation to these portfolios or allocated portions, subject to the potential conflicts of interest that may arise in connection with his management of the Portfolios, on the one hand, and the other portfolios and allocated portions, on the other, such as material differences in the investment strategies or allocation of investment opportunities.
C-89
Compensation as of December 31, 2011
Because the Portfolio Managers serve as officers and employees of the Manager and their respective roles are not limited to serving as the portfolio managers of the Fund and other accounts they manage them, their compensation is based on the Managers compensation program as it applies to the firms officers in general. The Managers 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 firms base salary structure. An individuals 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, 2011
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 | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X |
MARSICO CAPITAL MANAGEMENT LLC
Description of any Material Conflicts
As indicated above, a portfolio manager may manage accounts for other clients. These accounts may include registered investment companies, other types of pooled accounts (e.g., collective investment funds), and separate accounts (i.e., accounts managed on behalf of individuals or public or private institutions). Portfolio managers of the Adviser make investment decisions for each account based on the investment objectives and policies and other relevant investment considerations applicable to that account. The management of multiple accounts may result in a portfolio manager devoting unequal time and attention to the management of each account. Although the Adviser does not track the time a portfolio manager spends on a single portfolio, it does assess whether a portfolio manager has adequate time and resources to effectively manage all of the accounts for which he is responsible. The Adviser seeks to manage competing interests for the time and attention of portfolio managers by having portfolio managers focus on a particular investment discipline or complementary investment disciplines. Accounts within a particular investment discipline may often be managed by using generally similar investment strategies, subject to factors including particular account restrictions and objectives, account opening dates, cash flows, and other considerations. Even where multiple accounts are managed by the same portfolio manager within the same investment discipline, however, the Adviser may take action with respect to one account that may differ from the timing or nature of action taken with respect to another account because of different client-specific objectives or restrictions or for other reasons such as different cash flows. Accordingly, the performance of each account managed by a portfolio manager will vary.
Potential conflicts of interest may also arise when allocating and/or aggregating trades. The Adviser often aggregates into a single trade order several individual contemporaneous client trade orders in a single security. Under the Advisers trade management policy and procedures, when trades are
C-90
aggregated on behalf of more than one account, such transactions will be allocated to participating client accounts in a fair and equitable manner. With respect to initial public offerings and other syndicated or limited offerings, it is the Advisers policy to seek to ensure that over the long term, accounts with the same or similar investment objectives or strategies will receive an equitable opportunity to participate meaningfully in such offerings and will not be unfairly disadvantaged. To deal with these situations, the Adviser has adopted policies and procedures for allocating transactions across multiple accounts. The Advisers 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. The Advisers compliance department monitors transactions made on behalf of multiple clients to seek to ensure adherence to its policies.
The Adviser has adopted and implemented policies and procedures, including brokerage and trade allocation policies and procedures, that seek to minimize potential conflicts of interest that may arise because the Adviser advises multiple accounts. In addition, the Adviser monitors a variety of areas, including compliance with account investment guidelines and/or restrictions and compliance with the policies and procedures of the Adviser, including the Advisers Code of Ethics.
Compensation for the fiscal year completed December 31, 2011
The compensation package for portfolio managers of the Adviser is structured as a combination of base salary (reevaluated at least annually), and periodic cash bonuses. Base salaries may be adjusted upward or downward depending on the Advisers profitability. Bonuses are typically based on two other primary factors: (1) the Advisers overall profitability for the period, and (2) individual achievement and contribution. Exceptional individual efforts are typically rewarded through salary readjustments and through larger bonuses. No other special employee incentive arrangements are currently in place or being planned.
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. In addition to salary and bonus, the Advisers portfolio managers may participate in other benefits such as health insurance and retirement plans on the same basis as other Adviser employees. The Advisers portfolio managers also may be offered the opportunity to acquire equity interests in the firms parent company. Equity interests are subject to the financial risks of the Advisers business generally.
As a general matter, the Adviser does not tie portfolio manager compensation to specific levels of performance relative to fixed benchmarks (e.g., S&P 500 Index). Although performance is 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 managers performance or abilities. To encourage a long-term horizon for managing client assets and concurrently minimizing potential conflicts of interest and portfolios risks, the Adviser evaluates a portfolio managers performance over periods longer than the immediate compensation period, and may consider a variety of measures in determining compensation, such as the performance of unaffiliated mutual funds or other portfolios having similar strategies as well as other measurements. Other factors that may be significant in determining portfolio manager compensation include, without limitation, the effectiveness of the managers leadership within the Advisers investment management team, contributions to the Advisers overall performance, discrete securities analysis, idea generation, the ability and willingness to support and train other analysts, and other considerations.
C-91
Ownership of Securities of the Fund as of December 31, 2011
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 | |||||||||||||
A. Douglas Rao | X | |||||||||||||
Coralie Witter | 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 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 significant shareholders 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 significant shareholders, 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 BlackRocks (or its affiliates or significant shareholders) 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 connection, it should be noted that the Portfolio Managers each 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, as appropriate.
Compensation for the fiscal year completed December 31, 2011
BlackRocks 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.
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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. In addition, a Portfolio Manager may have been paid a signing bonus or awarded sign-on equity in connection with initiation of employment with BlackRock.
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, Inc., the performance of the portfolio managers group within BlackRock, the investment performance, including risk-adjusted returns, of the firms assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individuals seniority, role within the portfolio management team, teamwork and contribution to the overall performance of these portfolios and BlackRock.
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 BlackRocks ability to sustain and improve its performance over future periods.
Long-Term Retention and Incentive Plan (LTIP) From time to time long-term incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock, Inc. common stock.
Ownership of Securities of the Fund as of December 31, 2011
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 Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel M. Aguirre | ||||||||||||||
Timothy Murray |
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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, 2011 | 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 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 |
|||||||||||||
AXA Equitable Funds Management Group, LLC | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
AllianceBernstein L.P. | ||||||||||||||||||||||||
Joseph Gerald Paul | ||||||||||||||||||||||||
David Yuen | ||||||||||||||||||||||||
Gregory Powell | ||||||||||||||||||||||||
Christopher W. Marx | ||||||||||||||||||||||||
John D. Phillips, Jr. | ||||||||||||||||||||||||
Judith Devivo |
AXA EQUITABLE FUNDS MANAGEMENT GROUP, 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, 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 AXA Equitable Funds Management Group, LLC (the 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.
In addition, registered investment companies for which the Portfolio Managers serve as the portfolio manager are generally structured as a fund of funds, which invest in other registered investment companies for which the Manager serves as the investment manager and/or in registered investment companies that are exchange-traded funds (ETFS). Each Portfolio Manager also serves as a portfolio manager to allocated portions which invest in ETFs for certain portfolios that are not fund of funds. None of these portfolios or allocated portions is subject to an advisory fee that is based on the performance of the portfolio or allocated portion. Given the structure of these portfolios and allocated portions and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio managers compensation as further described below, each Portfolio Manager is not, as a general matter and in relation to these portfolios or allocated portions, subject to the potential conflicts of interest that may arise in connection with his management of the Portfolios, on the one hand, and the other portfolios and allocated portions, on the other, such as material differences in the investment strategies or allocation of investment opportunities.
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Compensation as of December 31, 2011
Because the Portfolio Managers serve as officers and employees of the Manager and their respective roles are not limited to serving as the portfolio managers of the Fund and other accounts they manage, their compensation is based on the Managers compensation program as it applies to the firms officers in general. The Managers 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 firms base salary structure. An individuals 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, 2011
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 | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | 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. AllianceBernsteins 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 90 day 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
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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, AllianceBernsteins 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 clients 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.
AllianceBernsteins 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, AllianceBernsteins 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, 2011
AllianceBernsteins 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. 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:
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(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 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: AllianceBernsteins 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 professionals compensation, AllianceBernstein considers the contribution to his/her team or discipline as it relates to that teams 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 professionals 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 AllianceBernsteins leadership criteria. |
(iii) | Discretionary incentive compensation in the form of awards under AllianceBernsteins Partners Compensation Plan (deferred awards): AllianceBernsteins 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. Deferred awards, which are in the form of AllianceBernsteins publicly traded securities 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. 1 |
(iv) | Contributions under AllianceBernsteins Profit Sharing/401(k) Plan: The contributions are based on AllianceBernsteins overall profitability. The amount and allocation of the contributions are determined at the sole discretion of AllianceBernstein. |
(c) Ownership of Securities of the Fund as of December 31, 2011
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 |
|||||||
Joseph Gerald Paul | X | |||||||||||||
David Yuen | X | |||||||||||||
Gregory Powell | X | |||||||||||||
Christopher W. Marx | X | |||||||||||||
John D. Phillips, Jr. | X | |||||||||||||
Judith Devivo | X |
1 | Prior to 2002, investment professional compensation also included discretionary long-term incentive in the form of restricted grants of AllianceBernsteins Master Limited Partnership Units. |
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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, 2011 | 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 |
|||||||||||||
AXA Equitable Funds Management Group, LLC | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Wellington Management Company, LLP (Adviser) | ||||||||||||||||||||||||
James N. Mordy | 0 | N/A | ||||||||||||||||||||||
BlackRock Investment Management, LLC (Adviser) | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | ||||||||||||||||||||||
Christopher Bliss | 0 | N/A | ||||||||||||||||||||||
Jennifer Hsui | 0 | N/A | ||||||||||||||||||||||
Rachel M. Aguirre | ||||||||||||||||||||||||
Timothy Murray |
AXA EQUITABLE FUNDS MANAGEMENT GROUP, 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, 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 AXA Equitable Funds Management Group, LLC (the 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.
In addition, registered investment companies for which the Portfolio Managers serve as the portfolio manager are generally structured as a fund of funds, which invest in other registered investment companies for which the Manager serves as the investment manager and/or in registered investment companies that are exchange-traded funds (ETFS). Each Portfolio Manager also serves as a portfolio manager to allocated portions which invest in ETFs for certain portfolios that are not fund of funds. None of these portfolios or allocated portions is subject to an advisory fee that is based on the performance of the portfolio or allocated portion. Given the structure of these portfolios and allocated portions and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio managers compensation as further described below, each Portfolio Manager is not, as a general matter and in relation to these portfolios or allocated portions, subject to the potential conflicts of interest that may arise in connection with his management of the Portfolios, on the one hand, and the other portfolios and allocated portions, on the other, such as material differences in the investment strategies or allocation of investment opportunities.
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Compensation as of December 31, 2011
Because the Portfolio Managers serve as officers and employees of the Manager and their respective roles are not limited to serving as the portfolio manager of the Fund and other accounts they manage, their compensation is based on the Managers compensation program as it applies to the firms officers in general. The Managers 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 firms base salary structure. An individuals 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, 2011
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 | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | 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 Funds 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, in those instances the other
C-99
accounts will have access to their respective holdings prior to the public disclosure of the Funds 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 the other pooled investment vehicles and/or other accounts identified above.
Wellington Managements 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 firms 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 Managements 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 professionals various client mandates.
Compensation for the fiscal year completed December 31, 2011
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 Funds Management Group, LLC on behalf of the Fund. Wellington Management pays its investment professionals out of its total revenues, including the advisory fees earned with respect to the Fund. The following information relates to the fiscal year ended December 31, 2010.
Wellington Managements compensation structure is designed to attract and retain high-caliber investment professionals necessary to deliver high quality investment management services to its clients. Wellington Managements compensation of the Funds manager listed in the Prospectus who is primarily responsible for the day-to-day management of the Fund (Portfolio Manager) includes a base salary and incentive components. The base salary for the Portfolio Manager, who is a partner of Wellington Management, is generally a fixed amount that is determined by the Managing Partners of the firm. The Portfolio Manager is eligible to receive an incentive payment based on the revenues earned by Wellington Management from the Fund managed by the Portfolio Manager and generally each other account managed by the Portfolio Manager. The Portfolio Managers 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 professionals 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 Managements business operations. Senior management at Wellington Management may reward individuals as it deems appropriate based on other factors. 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.
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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 |
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 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 significant shareholders 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 significant shareholders, 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 BlackRocks (or its affiliates or significant shareholders) 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 connection, it should be noted that the Portfolio Managers each 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, as appropriate.
Compensation for the fiscal year completed December 31, 2011
BlackRocks 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
C-101
discretionary bonus, participation in various benefits programs. In addition, a Portfolio Manager may have been paid a signing bonus or awarded sign-on equity in connection with initiation of employment with BlackRock.
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, Inc., the performance of the portfolio managers group within BlackRock, the investment performance, including risk-adjusted returns, of the firms assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individuals seniority, role within the portfolio management team, teamwork and contribution to the overall performance of these portfolios and BlackRock.
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 BlackRocks ability to sustain and improve its performance over future periods.
Long-Term Retention and Incentive Plan (LTIP) From time to time long-term incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock, Inc. common stock.
Ownership of Securities of the Fund as of December 31, 2011
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 Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel M. Aguirre | ||||||||||||||
Timothy Murray |
C-102
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
EQ/Mutual Large Cap Equity (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, 2011 | 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
|
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 Equitable Funds Management Group, LLC | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Franklin Mutual Advisers, LLC | ||||||||||||||||||||||||
Peter A. Langerman | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
F. David Segal | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Deborah A. Turner | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
BlackRock Investment Management LLC | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | ||||||||||||||||||||||
Christopher Bliss | 0 | N/A | ||||||||||||||||||||||
Jennifer Hsui | 0 | N/A | ||||||||||||||||||||||
Rachel M. Aguirre | ||||||||||||||||||||||||
Timothy Murray |
AXA EQUITABLE FUNDS MANAGEMENT GROUP, 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, 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 AXA Equitable Funds Management Group, LLC (the 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.
Compensation as of December 31, 2011
Because the Portfolio Managers serve as officers and employees of the Manager and their respective roles are not limited to serving as the portfolio manager of the Fund and other accounts they manage them, their compensation is based on the Managers compensation program as it applies to the firms officers in general. The Managers 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 firms base salary structure. An individuals 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
C-103
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, 2011
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 | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X |
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.
Conflicts: 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. As noted above, 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 managers compensation may give rise to potential conflicts of interest. A portfolio managers 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 managers marketing or sales efforts and his or her bonus.
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
C-104
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, 2011
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 managers level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio managers 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 Funds 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 Advisers 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 managers 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. 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 investment 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.
C-105
Ownership of Securities of the Fund as of December 31, 2011
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 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 significant shareholders 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 significant shareholders, 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 BlackRocks (or its affiliates or significant shareholders) 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 connection, it should be noted that the Portfolio Managers each 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, as appropriate.
Compensation for the fiscal year completed December 31, 2011
BlackRocks 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-106
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. In addition, a Portfolio Manager may have been paid a signing bonus or awarded sign-on equity in connection with initiation of employment with BlackRock.
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, Inc., the performance of the portfolio managers group within BlackRock, the investment performance, including risk-adjusted returns, of the firms assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individuals seniority, role within the portfolio management team, teamwork and contribution to the overall performance of these portfolios and BlackRock.
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 BlackRocks ability to sustain and improve its performance over future periods.
Long-Term Retention and Incentive Plan (LTIP) From time to time long-term incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock, Inc. common stock.
Ownership of Securities of the Portfolio as of December 31, 2011
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 Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel M. Aguirre | ||||||||||||||
Timothy Murray |
C-107
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, 2011 |
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
|
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 |
|||||||||||||
AXA Equitable Funds Management Group, LLC | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
AllianceBernstein L.P. | ||||||||||||||||||||||||
Greg Wilensky |
AXA EQUITABLE FUNDS MANAGEMENT GROUP, 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, 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 AXA Equitable Funds Management, LLC (the 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.
In addition, registered investment companies for which the Portfolio Managers serve as the portfolio manager are generally structured as a fund of funds, which invest in other registered investment companies for which the Manager serves as the investment manager and/or in registered investment companies that are exchange-traded funds (ETFS). Each Portfolio Manager also serves as a portfolio manager to allocated portions which invest in ETFs for certain portfolios that are not fund of funds. None of these portfolios or allocated portions is subject to an advisory fee that is based on the performance of the portfolio or allocated portion. Given the structure of these portfolios and allocated portions and the absence of performance-based advisory fee, as well as the lack of any impact of portfolio performance on individual portfolio managers compensation as further described below, each Portfolio Manager is not, as a general matter and in relation to these portfolios or allocated portions, subject to the potential conflicts of interest that may arise in connection with his management of the Portfolios, on the one hand, and the other portfolios and allocated portions, on the other, such as material differences in the investment strategies or allocation of investment opportunities.
Compensation as of December 31, 2011
Because each Portfolio Manager serves as officer and employee of the Manager and their respective roles are not limited to serving as the portfolio managers of the Fund and other accounts they manage, his compensation is based on the Managers compensation program as it applies to the firms officers in general. The Managers 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 firms base salary structure. An
C-108
individuals 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
Ownership of Shares of the Fund as of December 31, 2011
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 | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | 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. AllianceBernsteins 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 90 day 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
C-109
accounts, collective trusts and charitable foundations. Among other things, AllianceBernsteins 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 clients 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.
AllianceBernsteins 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, AllianceBernsteins 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, 2011
AllianceBernsteins 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. 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 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: AllianceBernsteins 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 professionals compensation, |
C-110
AllianceBernstein considers the contribution to his/her team or discipline as it relates to that teams 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 professionals 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 AllianceBernsteins leadership criteria. |
(iii) | Discretionary incentive compensation in the form of awards under AllianceBernsteins Partners Compensation Plan (deferred awards): AllianceBernsteins 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. Deferred awards, which are in the form of AllianceBernsteins publicly-traded securities, 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 AllianceBernsteins clients. AllianceBernstein also permits deferred award recipients to allocate up to 50% of their award to investments in Alliances publicly traded equity securities. 1 |
(iv) | Contributions under AllianceBernsteins Profit Sharing/401(k) Plan: The contributions are based on AllianceBernsteins overall profitability. The amount and allocation of the contributions are determined at the sole discretion of AllianceBernstein. |
(c) Ownership of Securities of the Fund as of December 31, 2011
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 |
1 | Prior to 2002, investment professional compensation also included discretionary long-term incentive in the form of restricted grants of AllianceBernsteins Master Limited Partnership Units. |
C-111
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
EQ/Templeton Global Equity (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, 2011 | 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 Equitable Funds Management Group, LLC | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Templeton Investment Counsel, LLC | ||||||||||||||||||||||||
Cindy Sweeting | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||||
BlackRock Investment Management LLC | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | ||||||||||||||||||||||
Christopher Bliss | 0 | N/A | ||||||||||||||||||||||
Jennifer Hsui | 0 | N/A | ||||||||||||||||||||||
Rachel Aguirre | ||||||||||||||||||||||||
Timothy Murray |
AXA EQUITABLE FUNDS MANAGEMENT GROUP, 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, 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 AXA Equitable Funds Management Group, LLC (the 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.
Compensation as of December 31, 2011
Because the Portfolio Managers serve as officers and employees of the Manager and their respective roles are not limited to serving as the portfolio manager of the Fund and other accounts they manage, their compensation is based on the Managers compensation program as it applies to the firms officers in general. The Managers 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 firms base salary structure. An individuals 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
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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
Ownership of Shares of the Fund as of December 31, 2011
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 | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X |
TEMPLETON INVESTMENT COUNSEL, 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.
Conflicts: 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. As noted above, 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 managers compensation may give rise to potential conflicts of interest. A portfolio managers 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 managers marketing or sales efforts and his or her bonus.
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.
C-113
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, 2011
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 managers level of responsibility and Franklin Templeton guidelines. Portfolio managers are provided no financial incentive to favor one fund or account over another. Each portfolio managers 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 Funds 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 managers 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. 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 investment manager.
Ownership of Securities of the Fund as of December 31, 2011
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 |
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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 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 significant shareholders 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 significant shareholders, 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 BlackRocks (or its affiliates or significant shareholders) 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 connection, it should be noted that the Portfolio Managers each 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, as appropriate.
Compensation for the fiscal year completed December 31, 2011
BlackRocks 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. In addition, a Portfolio Manager may have been paid a signing bonus or awarded sign-on equity in connection with initiation of employment with BlackRock.
C-115
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, Inc., the performance of the portfolio managers group within BlackRock, the investment performance, including risk-adjusted returns, of the firms assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individuals seniority, role within the portfolio management team, teamwork and contribution to the overall performance of these portfolios and BlackRock.
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 BlackRocks ability to sustain and improve its performance over future periods.
Long-Term Retention and Incentive Plan (LTIP) From time to time long-term incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock, Inc. common stock.
Ownership of Securities of the Portfolio as of December 31, 2011
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 Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel Aguirre | X | |||||||||||||
Timothy Murray |
C-116
EQ ADVISORS TRUST
PORTFOLIO MANAGER INFORMATION
ATM Equity Portfolios AXA Equitable Funds Management Group, LLC AllianceBernstein L.P. BlackRock Investment Management LLC |
||||||||||||||||||||||||
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, 2011 | 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 |
|||||||||||||
AXA Tactical Manager 400 Portfolio (Fund) | ||||||||||||||||||||||||
AXA Equitable Funds Management Group, LLC (Adviser) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
AllianceBernstein L.P. (Adviser) | ||||||||||||||||||||||||
Judith DeVivo | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
BlackRock Investment Management LLC (Adviser) | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Christopher Bliss | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Jennifer Hsui | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Rachel M. Aguirre | ||||||||||||||||||||||||
Timothy Murray | ||||||||||||||||||||||||
AXA Tactical Manager 500 Portfolio (Fund) | ||||||||||||||||||||||||
AXA Equitable Funds Management Group, LLC (Adviser) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
AllianceBernstein L.P. (Adviser) | ||||||||||||||||||||||||
Judith DeVivo | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
BlackRock Investment Management LLC (Adviser) | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Christopher Bliss | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Jennifer Hsui | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Rachel M. Aguirre | ||||||||||||||||||||||||
Timothy Murray | ||||||||||||||||||||||||
AXA Tactical Manager 2000 Portfolio (Fund) | ||||||||||||||||||||||||
AXA Equitable Funds Management Group, LLC (Adviser) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
AllianceBernstein L.P. (Adviser) | ||||||||||||||||||||||||
Judith DeVivo | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
BlackRock Investment Management LLC (Adviser) | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Christopher Bliss | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A |
C-117
ATM Equity Portfolios AXA Equitable Funds Management Group, LLC AllianceBernstein L.P. BlackRock Investment Management LLC |
||||||||||||||||||||||||
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, 2011 | 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 |
|||||||||||||
Jennifer Hsui | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Rachel M. Aguirre | ||||||||||||||||||||||||
Timothy Murray | ||||||||||||||||||||||||
AXA Tactical Manager International Portfolio (Fund) | ||||||||||||||||||||||||
AXA Equitable Funds Management Group, LLC (Adviser) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
AllianceBernstein L.P. (Adviser) | ||||||||||||||||||||||||
Judith DeVivo | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
BlackRock Investment Management LLC (Adviser) | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Christopher Bliss | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Jennifer Hsui | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Rachel M. Aguirre | ||||||||||||||||||||||||
Timothy Murray | ||||||||||||||||||||||||
ATM Mid Cap Portfolio (Fund) | ||||||||||||||||||||||||
AXA Equitable Funds Management Group, LLC (Adviser) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
AllianceBernstein L.P. (Adviser) | ||||||||||||||||||||||||
Judith DeVivo | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
BlackRock Investment Management LLC (Adviser) | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Christopher Bliss | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Jennifer Hsui | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Rachel M. Aguirre | ||||||||||||||||||||||||
Timothy Murray | ||||||||||||||||||||||||
ATM Large Cap Portfolio (Fund) | ||||||||||||||||||||||||
AXA Equitable Funds Management Group, LLC (Adviser) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
AllianceBernstein L.P. (Adviser) | ||||||||||||||||||||||||
Judith DeVivo | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
BlackRock Investment Management LLC (Adviser) | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Christopher Bliss | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A |
C-118
ATM Equity Portfolios AXA Equitable Funds Management Group, LLC AllianceBernstein L.P. BlackRock Investment Management LLC |
||||||||||||||||||||||||
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, 2011 | 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 |
|||||||||||||
Jennifer Hsui | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Rachel M. Aguirre | ||||||||||||||||||||||||
Timothy Murray | ||||||||||||||||||||||||
ATM Small Cap Portfolio (Fund) | ||||||||||||||||||||||||
AXA Equitable Funds Management Group, LLC (Adviser) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
AllianceBernstein L.P. (Adviser) | ||||||||||||||||||||||||
Judith DeVivo | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
BlackRock Investment Management LLC (Adviser) | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Christopher Bliss | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Jennifer Hsui | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Rachel M. Aguirre | ||||||||||||||||||||||||
Timothy Murray | ||||||||||||||||||||||||
ATM International Portfolio (Fund) | ||||||||||||||||||||||||
AXA Equitable Funds Management Group, LLC (Adviser) | ||||||||||||||||||||||||
Kenneth T. Kozlowski | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Alwi Chan | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Xavier Poutas | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
AllianceBernstein L.P. (Adviser) | ||||||||||||||||||||||||
Judith DeVivo | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
BlackRock Investment Management LLC (Adviser) | ||||||||||||||||||||||||
Edward Corallo | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Christopher Bliss | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Jennifer Hsui | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Rachel Aguirre | 0 | N/A | 0 | N/A | 0 | N/A | 0 | N/A | ||||||||||||||||
Timothy Murray |
AXA EQUITABLE FUNDS MANAGEMENT GROUP, 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, 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 AXA Equitable Funds Management Group, LLC (the Manager) has a greater financial incentive, such as a
C-119
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.
Compensation as of December 31, 2011
Because the Portfolio Managers serve as officers and employees of the Manager and their respective roles are not limited to serving as the portfolio manager of the Fund and other accounts they manage, their compensation is based on the Managers compensation program as it applies to the firms officers in general. The Managers 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 firms base salary structure. An individuals 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, 2011
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 | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | 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 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 significant shareholders 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 significant shareholders, 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
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which any of BlackRocks (or its affiliates or significant shareholders) 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 connection, 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, as appropriate.
Compensation for the fiscal year completed December 31, 2011
BlackRocks 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 a function of several components: the performance of BlackRock, Inc., the performance of the portfolio managers group within BlackRock, the investment performance, including risk-adjusted returns, of the firms assets under management or supervision by that portfolio manager relative to predetermined benchmarks, and the individuals seniority, role within the portfolio management team, teamwork and contribution to the overall performance of these portfolios and BlackRock.
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 BlackRocks ability to sustain and improve its performance over future periods.
Long-Term Retention and Incentive Plan (LTIP) From time to time long-term incentive equity awards are granted to certain key employees to aid in retention, align their interests with long-term shareholder interests and motivate performance. Equity awards are generally granted in the form of BlackRock, Inc. restricted stock units that, once vested, settle in BlackRock, Inc. common stock.
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Ownership of Securities of the Fund as of December 31, 2011
Portfolio Manager | None |
$1- $10,000 |
$10,001-$50,000 | $50,001-$100,000 | $100,001-$500,000 | $500,000-$1,000,000 | over $1,000,000 | |||||||
AXA Tactical Manager 400 Portfolio | ||||||||||||||
AXA Equitable Funds Management Group, LLC | ||||||||||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X | |||||||||||||
AllianceBernstein L.P. | ||||||||||||||
Judith DeVivo | X | |||||||||||||
BlackRock Investment Management LLC | ||||||||||||||
Edward Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel Aguirre | ||||||||||||||
Timothy Murray | ||||||||||||||
AXA Tactical Manager 500 Portfolio | ||||||||||||||
AXA Equitable Funds Management Group, LLC | ||||||||||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X | |||||||||||||
AllianceBernstein L.P. | ||||||||||||||
Judith DeVivo | X | |||||||||||||
BlackRock Investment Management LLC | ||||||||||||||
Edward Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel Aguirre | ||||||||||||||
Timothy Murray | ||||||||||||||
AXA Tactical Manager 2000 Portfolio | ||||||||||||||
AXA Equitable Funds Management Group, LLC | ||||||||||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X | |||||||||||||
AllianceBernstein L.P. | ||||||||||||||
Judith DeVivo | X | |||||||||||||
BlackRock Investment Management LLC | ||||||||||||||
Edward Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel Aguirre | ||||||||||||||
Timothy Murray | ||||||||||||||
AXA Tactical Manager International Portfolio | ||||||||||||||
AXA Equitable Funds Management Group, LLC | ||||||||||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X |
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Portfolio Manager | None |
$1- $10,000 |
$10,001-$50,000 | $50,001-$100,000 | $100,001-$500,000 | $500,000-$1,000,000 | over $1,000,000 | |||||||
AllianceBernstein L.P. | ||||||||||||||
Judith DeVivo | X | |||||||||||||
BlackRock Investment Management LLC | ||||||||||||||
Edward Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel Aguirre | X | |||||||||||||
Timothy Murray | ||||||||||||||
ATM Mid Cap Portfolio | ||||||||||||||
AXA Equitable Funds Management Group, LLC | ||||||||||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X | |||||||||||||
AllianceBernstein L.P. | ||||||||||||||
Judith DeVivo | X | |||||||||||||
BlackRock Investment Management LLC | ||||||||||||||
Edward Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel Aguirre | ||||||||||||||
Timothy Murray | ||||||||||||||
ATM Large Cap Portfolio | ||||||||||||||
AXA Equitable Funds Management Group, LLC | ||||||||||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X | |||||||||||||
AllianceBernstein L.P. | ||||||||||||||
Judith DeVivo | X | |||||||||||||
BlackRock Investment Management LLC | ||||||||||||||
Edward Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel Aguirre | ||||||||||||||
Timothy Murray | ||||||||||||||
ATM Small Cap Portfolio | ||||||||||||||
AXA Equitable Funds Management Group, LLC | ||||||||||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X | |||||||||||||
AllianceBernstein L.P. | ||||||||||||||
Judith DeVivo | X |
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Portfolio Manager | None |
$1- $10,000 |
$10,001-$50,000 | $50,001-$100,000 | $100,001-$500,000 | $500,000-$1,000,000 | over $1,000,000 | |||||||
BlackRock Investment Management LLC | ||||||||||||||
Edward Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel Aguirre | ||||||||||||||
Timothy Murray | ||||||||||||||
ATM International Portfolio | ||||||||||||||
AXA Equitable Funds Management Group, LLC | ||||||||||||||
Kenneth T. Kozlowski | X | |||||||||||||
Alwi Chan | X | |||||||||||||
Xavier Poutas | X | |||||||||||||
AllianceBernstein L.P. | ||||||||||||||
Judith DeVivo | X | |||||||||||||
BlackRock Investment Management LLC | ||||||||||||||
Edward Corallo | X | |||||||||||||
Christopher Bliss | X | |||||||||||||
Jennifer Hsui | X | |||||||||||||
Rachel Aguirre | X | |||||||||||||
Timothy Murray |
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EQ ADVISORS TRUST
AMENDED AND RESTATED
PROXY VOTING POLICIES AND PROCEDURES
I. | TRUSTS POLICY STATEMENT |
EQ Advisors Trust (Trust) is firmly committed to ensuring that proxies relating to the Trusts portfolio securities are voted in the best interests of the Trust. The following procedures have been established to implement the Trusts proxy voting program.
II. | TRUSTS PROXY VOTING PROGRAM |
AXA Equitable Funds Management Group, LLC (FMG LLC or the Manager) serves as the investment manager of the Trusts portfolios. FMG LLC 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 FMG LLC. Because FMG LLC 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 Trusts 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 Advisers 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 EQUITABLES PROXY VOTING POLICIES AND PROCEDURES |
FMG LLC 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 FMG LLC (Underlying Portfolios) or by investing in exchange-traded funds (Underlying ETFs). As a result of this direct portfolio management by FMG LLC, FMG LLC 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 FMG LLC are Underlying Portfolios or Underlying ETFs, FMG LLC 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 FMG LLC 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 EQUITABLES 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, FMG LLC will seek to ensure that each Adviser maintains proxy voting policies and procedures that are reasonably designed to comply with applicable laws and regulations. FMG LLC will review each Advisers 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.
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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 Advisers 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 Advisers 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 Advisers 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 FMG LLC such information and records with respect to proxies relating to the Trusts portfolio securities as required by law and as the Trust or FMG LLC may reasonably request. |
VI. | DISCLOSURE OF TRUSTS PROXY VOTING POLICIES AND PROCEDURES AND VOTING RECORD |
FMG LLC, 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 Trusts proxy voting policies and procedures and its proxy voting record. FMG LLC (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 Trusts portfolio securities are collected, processed, filed with the Securities and Exchange Commission and made available to the Trusts shareholders as required by applicable laws and regulations.
VII. | REPORTS TO TRUSTS BOARD OF TRUSTEES |
FMG LLC will periodically (but no less frequently than annually) report to the Board of Trustees with respect to the Trusts 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: March 1, 2011
Effective: May 1, 2011
Predecessor Procedures of Investment Manager Adopted: August 6, 2003
Amended July 11, 2007
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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 intended to maximize shareholder value. We consider ourselves shareholder advocates and take this responsibility very seriously. 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, our proxy committees may, after careful consideration, choose to respond to surveys so long as doing so does not compromise confidential voting.
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 AllianceBernsteins investment groups investing on behalf of clients in both U.S. and non-U.S. securities.
2. | Proxy Policies |
Our proxy voting policies are principle-based rather than rules-based. We adhere to a core set of principles that are described in this Statement and in our Proxy Voting Manual. We assess each proxy proposal in light of those principles. Our proxy voting litmus test will always be what we view as most likely to maximize shareholder value. We believe that authority and accountability for setting and executing corporate policies, goals and compensation should generally rest with the board of directors and senior management. In return, we support strong investor rights that allow shareholders to hold directors and management accountable if they fail to act in the best interests of shareholders. In addition, when a company engages in illegal activities or other anti-social behavior, we exercise our proxy voting rights considering such behavior.
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 make voting decisions that are in our clients best interests. In reviewing proxy issues, we will apply the following general policies:
2.1. | Corporate Governance |
AllianceBernsteins proxy voting policies recognize the importance of good corporate governance in ensuring that management and the board of directors fulfill their obligations to shareholders. We favor proposals promoting transparency and accountability within a company. We support the appointment of a majority of independent directors on key committees and generally support separating the positions of chairman and chief executive officer, except in cases where a company has sufficient counter-balancing governance in place. Because we believe that good corporate governance requires shareholders to have a meaningful voice in the affairs of the company, we generally will support shareholder proposals which 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. Furthermore, we have written to the SEC in support of shareholder access to corporate proxy statements under specified conditions with the goal of serving the best interests of all shareholders.
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
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directors. That said, we believe that directors have a duty to respond to shareholder actions that have received significant shareholder support. Therefore, we may withhold votes for directors (or vote against directors in non-U.S. markets) who 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. (We may vote against directors under these circumstances if the company has adopted a majority voting policy because, if a company has adopted such a policy, withholding votes from directors is not possible.) 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, and 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. Also, we will generally not withhold votes for directors who meet the definition of independence promulgated by the primary exchange on which the companys shares are traded or set forth in the code we determine to be best practice in the country where the subject company is domiciled. Finally, because we believe that cumulative voting in single shareholder class structures provides a disproportionately large voice to minority shareholders in the affairs of a company, we will generally vote against such proposals and vote for management proposals seeking to eliminate cumulative voting. However, in dual class structures (such as A&B shares) where the shareholders with a majority economic interest have a minority voting interest, we will generally vote in favor of cumulative voting.
2.3. | Appointment of Auditors |
AllianceBernstein believes that the company is in the best position to choose its auditors, so we will generally support managements recommendation. However, we recognize that there are inherent conflicts when a companys independent auditor performs substantial non-audit services for the company. The Sarbanes-Oxley Act of 2002 prohibits certain categories of services by auditors to U.S. issuers, making this issue less prevalent in the U.S. Nevertheless, in reviewing a proposed auditor, we will consider the fees paid for non-audit services relative to total fees and whether there are other reasons for us to question the independence or performance of the auditors.
2.4. | Changes in Legal and Capital Structure |
Changes in a companys 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 managements recommendations 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 plan or executive compensation plan. However, a satisfactory explanation of a companys intentions must be disclosed in the proxy statement for proposals requesting an increase of greater than 100% 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
D-4
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. Therefore, we will generally oppose proposals, regardless of whether they are advanced by management or shareholders, when their purpose or effect 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.
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 benefits 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 allow stock options to be granted with below market value exercise prices on the date of issuance or permit re-pricing of underwater stock options without shareholder approval. Other factors such as the companys performance and industry practice will generally be factored into our analysis. In markets where remuneration reports are not required for all companies, we will generally support shareholder proposals asking the board to adopt a policy ( i.e ., say on pay) that the companys shareholders be given the opportunity to vote on an advisory resolution to approve the compensation committees report. Although say on pay votes are by nature only broad indications of shareholder views, they do lead to more compensation-related dialogue between management and shareholders and help ensure that management and shareholders meet their common objective: maximizing the value of the company. In markets where votes to approve remuneration reports are required, we review the reports on a case-by-case basis. With respect to companies that have received governmental assistance through government programs such as TARP, we will generally oppose shareholder proposals that seek to impose greater executive compensation restrictions on subject companies than are required under the applicable program because such restrictions could create a competitive disadvantage for the subject company. We believe the U.S. Securities and Exchange Commission (SEC) took appropriate steps to ensure more complete and transparent disclosure of executive compensation when it issued modified executive compensation and corporate governance disclosure rules in 2006 and February 2010. Therefore, while we will consider them on a case-by-case basis, we generally vote against shareholder proposals seeking additional disclosure of executive and director compensation, including proposals that seek to specify the measurement of performance-based compensation, if the company is subject to SEC rules. Finally, we will support requiring a shareholder vote on management proposals to provide severance packages that exceed 2.99 times the sum of an executive officers base salary plus bonus that are triggered by a change in control. Finally, we will support shareholder proposals requiring a company to expense compensatory employee stock options (to the extent the jurisdiction in which the company operates does not already require it) because we view this form of compensation as a significant corporate expense that should be appropriately accounted for.
D-5
2.9. | Social and Corporate Responsibility |
These types of shareholder proposals often raise complex and controversial issues that may have both a financial and non-financial effect on the company. They reflect increasing shareholder concern about Socially Responsible Investing, which may include environmental, social and governance-related issues, as well as other forms of responsible investing and proxy voting. These proposals present a special set of challenges because, beyond distinctions between legal and illegal activity, perspectives on social good vary widely, not only across borders but also from shareholder to shareholder.
Maximizing long-term shareholder value is the overriding concern in considering these proposals, so AllianceBernstein will review and analyze them on a case-by-case basis to determine what effect, if any, they will have on the future earnings of the company. We will vote against proposals that are unduly burdensome or result in unnecessary and excessive costs to the company with no discernable benefits to shareholders. 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 ( Proxy Committees ) to establish general proxy policies for AllianceBernstein and consider specific proxy voting matters as necessary. These Proxy 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 appropriate Proxy Committee will evaluate the proposal. In addition, the Proxy Committees, in conjunction with the analyst that covers the company, may contact corporate management, interested shareholder groups and others as necessary to discuss proxy issues. Members of the Proxy Committees include senior investment personnel and representatives of the Legal and Compliance Department.
Different investment philosophies may occasionally result in different conclusions being drawn regarding certain proposals and, in turn, may result in the Proxy Committees making different voting decisions on the same proposal for value and growth holdings. Nevertheless, the Proxy Committees always vote proxies with the goal of maximizing the value of the securities in client portfolios.
It is the responsibility of the Proxy Committees to evaluate and maintain proxy voting procedures and guidelines, to evaluate proposals and issues not covered by these guidelines, to evaluate proxies where we face a potential conflict of interest (as discussed below), to consider changes in policy and to review the Proxy Voting Statement and the Proxy Voting Manual no less frequently than annually. In addition, the Proxy Committees meet as necessary to address special situations.
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 administer, who distributes AllianceBernstein-sponsored mutual funds, or with whom we have, or one of our employees has, a business or personal relationship that may affect (or may be reasonably viewed as affecting) how we vote on the issuers proxy. Similarly, AllianceBernstein may have a potentially 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 based solely on our clients best interests. Additionally, we have implemented procedures to ensure that our votes are not the product of a material conflict of interest, including: (i) on an annual basis, the Proxy Committees taking reasonable steps to evaluate (A) the nature of AllianceBernsteins and our employees material business and personal relationships (and those of our affiliates) with any company whose equity securities are held in client accounts and (B) any client that has sponsored or has a material interest in a proposal upon which we
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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 he or she is aware of (including personal relationships) and any contact that he or she has 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 takes reasonable steps to verify that any third party research service is, in fact, independent taking into account all of the relevant facts and circumstances. This includes reviewing the third party research services 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 recommendations in an impartial manner and in the best interests of our clients.
3.3. | Proxies of Certain Non-U.S. 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 is outweighed by the cost of voting ( i.e ., not being able to sell the shares during this period). Accordingly, if share blocking is required we generally choose not to vote those shares.
AllianceBernstein seeks to vote all proxies for securities held in client accounts for which we have proxy voting authority. However, in non-US markets administrative issues beyond our control may at times prevent AllianceBernstein from voting such proxies. For example, AllianceBernstein may receive meeting notices after the cut-off date for voting or without sufficient time to fully consider the proxy. As another example, certain markets require periodic renewals of powers of attorney that local agents must have from our clients prior to implementing AllianceBernsteins voting instructions.
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.
[ALTERNATIVE LANGUAGE FOR U.S. MUTUAL FUNDS]
You may obtain information regarding how the Fund voted proxies relating to portfolio securities during the most recent 12-month period ended June 30, without charge. Simply visit AllianceBernsteins web site at www.alliancebernstein.com, go to the Securities and Exchange Commissions web site at www.sec.gov or call AllianceBernstein at (800) 227-4618.
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BLACKROCK
GLOBAL CORPORATE GOVERNANCE & ENGAGEMENT PRINCIPLES
February 2011
Contents
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Capital structure, merger, asset sales and other special transactions |
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BLACKROCKS OVERSIGHT OF ITS CORPORATE GOVERNANCE ACTIVITIES |
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BlackRock is the worlds preeminent asset management firm and a premier provider of global investment management, risk management and advisory services to institutional and individual clients around the world. With more than $3.56 trillion 1 in assets under management, BlackRock offers a wide range of investment strategies and product structures to meet clients needs, including individual and institutional separate accounts, mutual funds, and other pooled investment vehicles and the industry-leading iShares exchange traded funds. Through BlackRock Solutions ® , we offer risk management, strategic advisory and enterprise investment system services to a broad base of clients.
PHILOSOPHY ON CORPORATE GOVERNANCE
BlackRocks corporate governance program is focused on protecting and enhancing the economic value of the companies in which it invests on behalf of clients. We do this through engagement with boards and management of investee companies and, for those clients who have given us authority, through voting at shareholder meetings.
We believe that there are certain fundamental rights attached to share ownership: companies should be accountable to shareholders for the use of their money, companies and their boards should be structured with appropriate checks and balances to ensure that they operate in shareholders interests, effective voting rights are central to the rights of ownership and there should be one vote for one share. Key elements of shareholder protection include protection against excessive dilution, the election of directors and the appointment of auditors. Specifically, shareholders should have the right to elect, remove and
1 Assets under management are approximate, as of December 31, 2010, and are subject to change.
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nominate directors and to amend the corporate charter or by-laws. Shareholders should also be able to vote on matters that are material to the protection of their investment including but not limited to changes to the purpose of the business, the distribution of income and the capital structure. In order to exercise these rights in their own best interests, we believe shareholders have the right to sufficient and timely information to be able to take an informed view of the performance of the company and management.
Our focus is on the board of directors, as the agents of shareholders, who should set the companys strategic aims within a framework of prudent and effective controls which enables risk to be assessed and managed. The board should provide direction and leadership to the management and oversee their performance. Our starting position is to be supportive of boards in their oversight efforts on our behalf and the items of business they put to a shareholder vote at shareholder meetings. Votes against or withheld from resolutions proposed by the board are a signal that we are concerned that the directors or management have either not acted in the interests of shareholders or have not responded adequately to shareholder concerns communicated to it regarding the strategy or management of a company.
These principles set out our approach to engaging with companies, provide guidance on our position on the key aspects of corporate governance and outline how these might be reflected in our voting decisions. Corporate governance practices vary internationally and our expectations in relation to individual companies are based on the legal and regulatory framework of each market. However, we do believe that there are some overarching principles of corporate governance that apply globally. We assess voting matters on a case-by-case basis and in light of a companys unique circumstances. We are interested to understand from the companys reporting the approach taken, particularly where it is different from the usual market practice and to understand how it benefits shareholders.
BlackRock also believes that shareholders are responsible for exercising oversight of, and promoting due care in, the stewardship of their investment in a company. These ownership responsibilities include, in our view, engaging in certain circumstances with management or board members on corporate governance matters, voting proxies in the best long-term economic interests of shareholders and engaging with regulatory bodies to ensure a sound policy framework consistent with promoting long-term shareholder value creation. Institutional shareholders also have responsibilities to their clients to have appropriate resources and oversight structures. BlackRocks approach to oversight in relation to its corporate governance activities is set out in the section titled BlackRocks oversight of its corporate governance activities below.
CORPORATE GOVERNANCE, ENGAGEMENT AND VOTING
We recognize that accepted standards of corporate governance differ between markets but we believe that there are sufficient common threads globally to identify an overarching set of principles. The primary objective of our corporate governance activities is the protection and enhancement of our clients investments in public corporations. Thus, these principles focus on practices and structures that we consider to be supportive of long-term value creation. We discuss below the principles under six key themes. In our regional and market-specific voting guidelines we explain how these principles inform our voting decisions in relation to specific resolutions that may appear on the agenda of a shareholder meeting in the relevant market.
The six key themes are:
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Boards and directors |
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Accounting and audit-related issues |
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Capital structure, mergers, asset sales and other special transactions |
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Remuneration and benefits |
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Social, ethical and environmental issues |
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General corporate governance matters |
At a minimum we would expect companies to observe the accepted corporate governance standard in their domestic market or to explain why doing so is not in the interests of shareholders. Where company reporting and disclosure is inadequate or the approach taken is inconsistent with our view of what is in the best interests of shareholders we will engage with the company and/or use our vote to encourage better practice. In making voting decisions, we take into account research from external proxy advisors, other internal and external research and academic articles, information published by the company or provided through engagement and the views of our equity portfolio managers.
BlackRock views engagement as an important activity; engagement provides BlackRock with the opportunity to improve our understanding of investee companies and their governance structures, so that our voting decisions may be better informed. Engagement also allows us to share our philosophy and approach to investment and corporate governance with issuers to enhance their understanding of our objectives. There are a range of approaches we may take in engaging companies depending on the nature of the issue under consideration, the company and the market.
The performance of the board is critical to the economic success of the company and to the protection of shareholders interests. Board members serve as agents of shareholders in overseeing the operation and strategic direction of the company. For this reason, BlackRock focuses on directors in many of its engagements and sees the election of directors as one of its most important responsibilities in the proxy voting context.
We expect the board of directors to promote and protect shareholder interests by:
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establishing an appropriate corporate governance structure; |
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overseeing and supporting management in setting strategy; |
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ensuring the integrity of financial statements; |
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making decisions regarding mergers, acquisitions and disposals; |
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establishing appropriate executive compensation structures; and |
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addressing business issues including social, ethical and environmental issues when they have the potential to materially impact company reputation and performance. |
There should be clear definitions of the role of the board, the sub-committees of the board and the senior management such that the responsibilities of each are well understood and accepted. Companies should report publicly the approach taken to governance (including in relation to board structure) and why this approach is in the interest of shareholders. We will engage with the appropriate directors where we have concerns about the performance of the board or the company, the broad strategy of the company or the performance of individual board members. Concerns about individual board directors may include their membership on the board of a different company where that board has performed poorly and failed to protect shareholder interests.
BlackRock believes that directors should stand for re-election on a regular basis. We assess directors nominated for election or re-election in the context of the composition of the board as a whole. There should be detailed disclosure of the relevant credentials of the individual directors in order that shareholders can assess the caliber of an individual nominee. We expect there to be a sufficient number of independent directors on the board to ensure the protection of the interests of all shareholders. Common impediments to independence include but are not limited to:
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current employment at the company or a subsidiary; |
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former employment within the past several years as an executive of the company; |
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providing substantial professional services to the company and/or members of the companys management; |
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having had a substantial business relationship in the past three years; |
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having, or representing a shareholder with, a substantial shareholding in the company; |
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being an immediate family member of any of the aforementioned; and |
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interlocking directorships. |
BlackRock believes that the operation of the board is enhanced when there is a clearly independent, senior non-executive director to lead it. Where the chairman is also the CEO or is otherwise not independent the company should have an independent lead director. The role of this director is to enhance the effectiveness of the independent members of the board through shaping the agenda, ensuring adequate information is provided to the board and encouraging independent participation in board deliberations. The lead independent board director should be available to shareholders where they have concerns that they wish to discuss.
To ensure that the board remains effective, regular reviews of board performance should be carried out and assessments made of gaps in skills or experience amongst the members. BlackRock believes it is beneficial for new directors to be brought onto the board periodically to refresh the groups thinking and to ensure both continuity and adequate succession planning. We believe that directors are in the best position to assess the optimal size for the board but we would be concerned if a board seemed too small to have an appropriate balance of directors or too large to be effective.
There are matters for which the board has responsibility that may involve a conflict of interest for executives or for affiliated directors. BlackRock believes that shareholders interests are best served when the independent members of the board form a sub-committee to deal with such matters. In many markets, these sub-committees of the board specialize in audit, director nominations and compensation matters. An ad hoc committee might also be formed to decide on a special transaction, particularly one with a related party.
Accounting and audit-related issues
BlackRock recognizes the critical importance of financial statements which provide a complete and accurate picture of a companys financial condition. We will hold the members of the audit committee or equivalent responsible for overseeing the management of the audit function. We take particular note of cases involving significant financial restatements or ad hoc notifications of material financial weakness.
The integrity of financial statements depends on the auditor being free of any impediments to being an effective check on management. To that end, we believe it is important that auditors are, and are seen to be, independent. Where the audit firm provides services to the company in addition to the audit the fees earned should be disclosed and explained. Audit committees should also have in place a procedure for assuring annually the independence of the auditor.
Capital structure, merger, asset sales and other special transactions
The capital structure of a company is critical to its owners, the shareholders, as it impacts the value of their investment and the priority of their interest in the company relative to that of other equity or debt investors. Pre-emption rights are a key protection for shareholders against the dilution of their interests.
In assessing mergers, asset sales or other special transactions, BlackRocks primary consideration is the long-term economic interests of shareholders. Boards proposing a transaction need to clearly explain the economic and strategic rationale behind it. We will review the transaction to determine the degree to which the proposed transaction enhances long term shareholder value. We would prefer that such transactions have the unanimous support of the board and have been negotiated at arms length. We may
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seek reassurance from the board that executive and/or board members financial interests in a given transaction have not affected their ability to place shareholders interests before their own. Where the transaction does involve related parties we would expect the recommendation to support it to come from the independent directors and would prefer only non-conflicted shareholders to vote on the proposal.
BlackRock believes that shareholders have a right to dispose of company shares in the open market without unnecessary restriction. In our view, corporate mechanisms designed to limit shareholders ability to sell their shares are contrary to basic property rights. Such mechanisms can serve to protect and entrench interests other than those of the shareholders. We believe that shareholders are broadly capable of making decisions in their own best interests. We would expect any so-called shareholder rights plans being proposed by a board to be subject to shareholder approval on introduction and periodically thereafter for continuation.
BlackRock expects a companys board of directors to put in place a compensation structure that incentivizes and rewards executives appropriately and is aligned with shareholder interests. We would expect the compensation committee to take into account the specific circumstances of the company and the key individuals the board is trying to incentivize. We encourage companies to ensure that their compensation packages incorporate appropriate and challenging performance conditions consistent with corporate strategy and market practice. We use third party research, in addition to our own analysis, to evaluate existing and proposed compensation structures. We hold members of the compensation committee or equivalent accountable for poor compensation practices or structures.
BlackRock believes that there should be a clear link between variable pay and company performance as reflected in returns to shareholders. We are not supportive of one-off or special bonuses unrelated to company or individual performance. We support incentive plans that payout rewards earned over multiple and extended time periods. We believe consideration should be given to building claw back provisions into incentive plans such that executives would be required to repay rewards where they were not justified by actual performance. Compensation committees should guard against contractual arrangements that would entitle executives to material compensation for early termination of their contract. Finally, pension contributions should be reasonable in light of market practice.
Outside directors should be compensated in a manner that does not risk compromising their independence or aligning their interests too closely with those of the management, whom they are charged with overseeing.
Social, ethical, and environmental issues
Our fiduciary duty to clients is to protect and enhance their economic interest in the companies in which we invest on their behalf. It is within this context that we undertake our corporate governance activities. We believe that well-managed companies will deal effectively with the social, ethical and environmental (SEE) aspects of their businesses.
BlackRock expects companies to identify and report on the key, business-specific SEE risks and opportunities and to explain how these are managed. This explanation should make clear how the approach taken by the company best serves the interests of shareholders and protects and enhances the long-term economic value of the company. The key performance indicators in relation to SEE matters should also be disclosed and performance against them discussed, along with any peer group benchmarking and verification processes in place. This helps shareholders assess how well management are dealing with the SEE aspects of the business. Any global standards adopted should also be disclosed and discussed in this context.
We may vote against the election of directors where we have concerns that a company might not be dealing with SEE issues appropriately. Sometimes we may reflect such concerns by supporting a
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shareholder proposal on the issue, where there seems to be either a significant potential threat or realized harm to shareholders interests caused by poor management of SEE matters. In deciding our course of action, we will assess whether the company has already taken sufficient steps to address the concern and whether there is a clear and substantial economic disadvantage to the company if the issue is not addressed.
More commonly, given that these are often not voting issues, we will engage directly with the board or management. The trigger for engagement on a particular SEE concern is our assessment that there is potential for material economic ramifications for shareholders.
We do not see it as our role to make social, ethical or political judgments on behalf of clients. We expect investee companies to comply, as a minimum, with the laws and regulations of the jurisdictions in which they operate. They should explain how they manage situations where such laws or regulations are contradictory or ambiguous.
General corporate governance matters
BlackRock believes that shareholders have a right to timely and detailed information on the financial performance and situation of the companies in which they invest. In addition, companies should also publish information on the governance structures in place and the rights of shareholders to influence these. The reporting and disclosure provided by companies forms the basis on which shareholders can assess the extent to which the economic interests of shareholders have been protected and enhanced and the quality of the boards oversight of management. BlackRock considers as fundamental, shareholders rights to vote, including on changes to governance mechanisms, to submit proposals to the shareholders meeting and to call special meetings of shareholders.
BLACKROCKS OVERSIGHT OF ITS CORPORATE GOVERNANCE ACTIVITIES
BlackRock holds itself to a very high standard in its corporate governance activities, including in relation to executing proxy votes. The Global Corporate Governance Group reports in to the equity business and is considered an investment function. BlackRock maintains regional oversight committees (corporate governance committees) for the Americas, Europe, Asia ex-Japan, Japan, and Australia/New Zealand, consisting of senior BlackRock investment professionals. All the regional committees report up to the Global Corporate Governance Committee which is composed of the Chair and Vice-Chair of each regional committee. The committees review and approve amendments to the BlackRock Guidelines and grant authority to the Global Head of Corporate Governance (Global Head), a dedicated BlackRock employee without sales responsibilities, to vote in accordance with the Guidelines. The Global Head leads a team of dedicated BlackRock employees without sales responsibilities (Corporate Governance Group) to carry out engagement, voting and vote operations in a manner consistent with the committees mandate. The Corporate Governance Group engages companies in conjunction with the portfolio managers in discussions of significant governance issues, conducts research on corporate governance issues and participates in industry discussions to keep abreast of the field of corporate governance. The Corporate Governance Group, or vendors overseen by the Corporate Governance Group, also monitor upcoming proxy votes, execute proxy votes and maintain records of votes cast. The Corporate Governance Group may refer complicated or particularly controversial matters or discussions to the appropriate investors and/or regional Corporate Governance Committees for their review, discussion and guidance prior to making a voting decision. The Committees likewise retain the authority to, among other things, deliberate or otherwise act directly on specific proxies as they deem appropriate. BlackRocks Equity Investment Portfolio Oversight Committee (EIPOC) oversees certain aspects of the Global Corporate Governance Committee and the corporate governance functions activities.
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BlackRock carefully considers proxies submitted to funds and other fiduciary accounts (Funds) for which it has voting authority. BlackRock votes (or refrains from voting) proxies for each Fund for which it has voting authority based on BlackRocks evaluation of the best long-term economic interests of shareholders, in the exercise of its independent business judgment, and without regard to the relationship of the issuer of the proxy (or any dissident shareholder) to the Fund, the Funds affiliates (if any), BlackRock or BlackRocks affiliates.
When exercising voting rights, BlackRock will normally vote on specific proxy issues in accordance with its proxy voting guidelines (Guidelines) for the relevant market. The Guidelines are reviewed regularly and are amended consistent with changes in the local market practice, as developments in corporate governance occur, or as otherwise deemed advisable by BlackRocks Corporate Governance Committees. The committees may, in the exercise of their business judgment, conclude that the Guidelines do not cover the specific matter upon which a proxy vote is requested or that an exception to the Guidelines would be in the best long-term economic interests of BlackRocks clients.
In certain markets, proxy voting involves logistical issues which can affect BlackRocks ability to vote such proxies, as well as the desirability of voting such proxies. These issues include but are not limited to: (i) untimely notice of shareholder meetings; (ii) restrictions on a foreigners ability to exercise votes; (iii) requirements to vote proxies in person; (iv) shareblocking (requirements that investors who exercise their voting rights surrender the right to dispose of their holdings for some specified period in proximity to the shareholder meeting); (v) potential difficulties in translating the proxy; and (vi) requirements to provide local agents with unrestricted powers of attorney to facilitate voting instructions. We are not supportive of impediments to the exercise of voting rights such as shareblocking or overly burdensome administrative requirements.
As a consequence, BlackRock votes proxies in these markets only on a best-efforts basis. In addition, the Corporate Governance Committees may determine that it is generally in the best interests of BlackRock clients not to vote proxies of companies in certain countries if the committee determines that the costs (including but not limited to opportunity costs associated with shareblocking constraints) associated with exercising a vote are expected to outweigh the benefit the client will derive by voting on the issuers proposal.
While it is expected that BlackRock, as a fiduciary, will generally seek to vote proxies over which BlackRock exercises voting authority in a uniform manner for all BlackRock clients, the relevant Corporate Governance Committee, in conjunction with the portfolio manager of an account, may determine that the specific circumstances of such an account require that such accounts proxies be voted differently due to such accounts investment objective or other factors that differentiate it from other accounts. In addition, BlackRock believes portfolio managers may from time to time legitimately reach differing but equally valid views, as fiduciaries for their funds and the client assets in those funds, on how best to maximize economic value in respect of a particular investment. Accordingly, portfolio managers retain full discretion to vote the shares in the funds they manage based on their analysis of the economic impact of a particular ballot item.
BlackRock maintains policies and procedures that are designed to prevent undue influence on BlackRocks proxy voting activity that might stem from any relationship between the issuer of a proxy (or any dissident shareholder) and BlackRock, BlackRocks affiliates, a Fund or a Funds affiliates. Some of the steps BlackRock has taken to prevent conflicts include, but are not limited to:
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BlackRock has adopted a proxy voting oversight structure whereby the Corporate Governance Committees oversee the voting decisions and other activities of the Global Corporate Governance Group, and particularly its activities with respect to voting in the relevant region of each committees jurisdiction. |
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The Corporate Governance Committees have adopted Guidelines for each region, which set forth the firms views with respect to certain corporate governance and other issues that typically arise in the proxy voting context. The Corporate Governance Committee reserves the right to review voting decisions at any time and to make voting decisions as necessary to ensure the independence and integrity of the voting process. In addition, the Committee receives periodic reports regarding the specific votes cast by the Corporate Governance Group and regular updates on material process issues, procedural changes and other matters of concern to the Committee. |
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BlackRocks Global Corporate Governance Committee oversees the Global Head, the Corporate Governance Group and the Corporate Governance Committees. The Global Corporate Governance Committee conducts a review, at least annually, of the proxy voting process to ensure compliance with BlackRocks risk policies and procedures. |
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BlackRock maintains a reporting structure that separates the Global Head and Corporate Governance Group from employees with sales responsibilities. In addition, BlackRock maintains procedures to ensure that all engagements with corporate issuers or dissident shareholders are managed consistently and without regard to BlackRocks relationship with the issuer of the proxy or dissident shareholder. Within the normal course of business, the Global Head or Corporate Governance Group may engage directly with BlackRock clients, and with employees with sales responsibilities, in discussions regarding general corporate governance policy matters, and to otherwise ensure proxy-related client service levels are met. The Global Head or Corporate Governance Group does not discuss any specific voting matter with a client prior to the disclosure of the vote decision to all applicable clients after the shareholder meeting has taken place, except if the client is acting in the capacity as issuer of the proxy or dissident shareholder and is engaging through the established procedures independent of the client relationship. |
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In certain instances, BlackRock may determine to engage an independent fiduciary to vote proxies as a further safeguard to avoid potential conflicts of interest or as otherwise required by applicable law. The independent fiduciary may either vote such proxies, or provide BlackRock with instructions as to how to vote such proxies. In the latter case, BlackRock votes the proxy in accordance with the independent fiduciarys determination. Use of an independent fiduciary has been adopted for voting the proxies related to any company that is affiliated with BlackRock, or any company that includes BlackRock employees on its board of directors. |
With regard to the relationship between securities lending and proxy voting, BlackRocks approach is driven by our clients economic interests. The evaluation of the economic desirability of recalling loans involves balancing the revenue producing value of loans against the likely economic value of casting votes. Based on our evaluation of this relationship, we believe that generally the likely economic value of casting most votes is less than the securities lending income, either because the votes will not have significant economic consequences or because the outcome of the vote would not be affected by BlackRock recalling loaned securities in order to ensure they are voted. Periodically, BlackRock analyzes the process and benefits of voting proxies for securities on loan, and will consider whether any modification of its proxy voting policies or procedures is necessary in light of future conditions. In addition, BlackRock may in its discretion determine that the value of voting outweighs the cost of recalling shares, and thus recall shares to vote in that instance.
The attached issue-specific voting Guidelines for each region/country in which we vote are intended to summarize BlackRocks general philosophy and approach to issues that may commonly arise in the proxy voting context in each market where we invest. These Guidelines are not intended to be exhaustive. BlackRock applies the Guidelines on a case-by-case basis, in the context of the individual
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circumstances of each company and the specific issue under review. As such, these Guidelines do not provide a guide to how BlackRock will vote in every instance. Rather, they share our view about corporate governance issues generally, and provide insight into how we typically approach issues that commonly arise on corporate ballots.
We report our proxy voting activity directly to clients and publically as required. In addition, we publish for clients a more detailed discussion of our corporate governance activities, including engagement with companies and with other relevant parties.
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BLACKROCK
PROXY VOTING GUIDELINES FOR U.S. SECURITIES
March 2011
Contents
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These guidelines should be read in conjunction with BlackRocks Global Corporate Governance and Engagement Principles 2011.
BlackRock, Inc. and its subsidiaries (collectively, BlackRock) seek to make proxy voting decisions in the manner most likely to protect and promote the economic value of the securities held in client accounts. The following issue-specific proxy voting guidelines (the Guidelines) are intended to summarize BlackRocks general philosophy and approach to issues that may commonly arise in the proxy voting context for U.S. Securities. These Guidelines are not intended to limit the analysis of individual issues at specific companies and are not intended to provide a guide to how BlackRock will vote in every instance. Rather, they share our view about corporate governance issues generally, and provide insight into how we typically approach issues that commonly arise on corporate ballots. They are applied with discretion, taking into consideration the range of issues and facts specific to the company and the individual ballot item.
These guidelines are divided into six key themes which group together the issues that frequently appear on the agenda of annual and extraordinary meetings of shareholders.
The six key themes are:
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Boards and directors |
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Auditors and audit-related issues |
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Capital structure, mergers, asset sales and other special transactions |
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Remuneration and benefits |
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Social, ethical and environmental issues |
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General corporate governance matters |
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Boards | and directors |
Director | elections |
BlackRock generally supports board nominees in most uncontested elections. BlackRock may withhold votes from certain directors on the board or members of particular board committees (or prior members, as the case may be) in certain situations, including, but not limited to:
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The independent chair or lead independent director and members of the governance committee, where a board fails to implement shareholder proposals that receive a majority of votes cast at a prior shareholder meeting, and the proposals, in our view, have a direct and substantial impact on shareholders fundamental rights or long-term economic interests. |
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The independent chair or lead independent director and members of the governance committee, where a board implements or renews a poison pill without seeking shareholder approval beforehand or within a reasonable period of time after implementation. |
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An insider or affiliated outsider who sits on the boards audit, compensation, nominating or governance committees, which we believe generally should be entirely independent. However, BlackRock will examine a boards complete profile when questions of independence arise prior to casting a withhold vote for any director. For controlled companies, as defined by the U.S. stock exchanges, we will only vote against insiders or affiliates who sit on the audit committee, but not other key committees. |
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Members of the audit committee during a period when the board failed to facilitate quality, independent auditing, for example, if substantial accounting irregularities suggest insufficient oversight by that committee. |
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Members of the audit committee during a period in which we believe the company has aggressively accounted for its equity compensation plans. |
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Members of the compensation committee during a period in which executive compensation appears excessive relative to performance and peers, and where we believe the compensation committee has not already substantially addressed this issue. |
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Members of the compensation committee where the company has repriced options without contemporaneous shareholder approval. |
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The chair of the nominating committee, or where no chair exists, the nominating committee member with the longest tenure, where board member(s) at the most recent election of directors have received withhold votes from more than 30% of shares voting and the board has not taken appropriate action to respond to shareholder concerns. This may not apply in cases where BlackRock did not support the initial withhold vote. |
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The chair of the nominating committee, or where no chair exists, the nominating committee member with the longest tenure, where the board is not composed of a majority of independent directors. However, this would not apply in the case of a controlled company. |
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Where BlackRock obtains evidence that casts significant doubt on a directors qualifications or ability to represent shareholders. |
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Where it appears the director has acted (at the company or at other companies) in a manner that compromises his or her reliability in representing the best long-term economic interests of shareholders. |
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Where a director has a pattern over a period of years of attending less than 75% of combined board and applicable key committee meetings. |
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Where a director has committed himself or herself to service on a large number of boards, such that we deem it unlikely that the director will be able to commit sufficient focus and time to a |
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particular company (commonly referred to as over-boarding). While each situation will be reviewed on a case-by-case basis, BlackRock is most likely to withhold votes for over-boarding where a director is: 1) serving on more than four public company boards; or 2) is a chief executive officer at a public company and is serving on more than two public company boards in addition to the board of the company where they serve as chief executive officer. |
If a board maintains a classified structure, it is possible that the director(s) with whom we have a particular concern may not be subject to election in the year that the concern arises. In such situations, if we have a concern regarding a committee or committee chair, we generally register our concern by withholding votes from all members of the relevant committee who are subject to election that year.
Director | independence |
We expect that a board should be majority independent. We believe that an independent board faces fewer conflicts and is best prepared to protect shareholder interests. Common impediments to independence in the U.S. include but are not limited to:
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Employment by the company or a subsidiary as a senior executive within the previous five years |
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Status as a founder of the company |
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Substantial business or personal relationships with the company or the companys senior executives within the past three years |
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Family relationships with senior executives of the company |
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An equity ownership in the company in excess of 20% |
Age limits / term limits
We typically oppose limits on the pool of directors from which shareholders can choose their representatives, especially where those limits are arbitrary or unrelated to the specific performance or experience of the director in question.
Board size
We generally defer to the board in setting the appropriate size. We believe directors are generally in the best position to assess what size is optimal to ensure a boards effectiveness. However, we may oppose boards that appear too small to allow for effective shareholder representation or too large to function efficiently.
Classified | board of directors/staggered terms |
A classified board of directors is one that is divided into classes (generally three), each of which is elected on a staggered schedule (generally for three years). At each annual meeting, only a single class of directors is subject to reelection (generally one-third of the entire board).
We believe that classification of the board dilutes shareholders right to evaluate promptly a boards performance and limits shareholder selection of their representatives. By not having the mechanism to immediately address concerns we may have with any specific director, we may be required to register our concerns through our vote on the directors who are subject to election that year (see Director elections for additional detail). Furthermore, where boards are classified, director entrenchment is more likely, because review of board service generally only occurs every three years. Therefore, we typically vote against classification and for proposals to eliminate board classification.
Contested | director elections |
Most director elections are not competitive, but shareholders are sometimes presented with competing slates of director candidates. Generally, such proxy contests are the result of a shareholder (or group of
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shareholders) seeking to change the companys strategy or address failures in the boards oversight of management. The details of proxy contests are assessed on a case-by-case basis. We evaluate a number of factors, which may include, but are not limited to: the qualifications of the dissident and management candidates; the validity of the concerns identified by the dissident; the viability of both the dissidents and managements plans; the likelihood that the dissidents solutions will produce the desired change; and whether the dissidents represent the best option for enhancing long term shareholder value.
Cumulative | voting for directors |
Cumulative voting allocates one vote for each share of stock held, times the number of directors subject to election. A shareholder may cumulate his/her votes and cast all of them in favor of a single candidate, or split them among any combination of candidates. By making it possible to use their cumulated votes to elect at least one board member, cumulative voting is typically a mechanism through which minority shareholders attempt to secure board representation.
We typically oppose proposals that further the candidacy of minority shareholders whose interests do not coincide with our fiduciary responsibility. We may support cumulative voting proposals at companies where the board is not majority independent.
Director | compensation and equity programs |
We believe that compensation for independent directors should be structured to align the interests of the directors with those of shareholders, whom the directors have been elected to represent. We believe that independent director compensation packages based on the companys long-term performance and that include some form of long-term equity compensation are more likely to meet this goal; therefore, we typically support proposals to provide such compensation packages. However, we will generally oppose shareholder proposals requiring directors to own a minimum amount of company stock, as we believe that companies should maintain flexibility in administering compensation and equity programs for independent directors, given each companys and directors unique circumstances. As discussed in further detail under the heading Equity compensation plans below, we believe that companies should prohibit directors from engaging in transactions with respect to their long term compensation that might disrupt the intended economic alignment between equity plan beneficiaries and shareholders.
Indemnification | of directors and officers |
We generally support reasonable but balanced protection of directors and officers. We believe that failure to provide protection to directors and officers might severely limit a companys ability to attract and retain competent leadership. We generally support proposals to provide indemnification that is limited to coverage of legal expenses. However, we may oppose proposals that provide indemnity for: breaches of the duty of loyalty; transactions from which a director derives an improper personal benefit; and actions or omissions not in good faith or those that involve intentional misconduct.
Majority | vote requirements |
BlackRock generally supports proposals seeking to require director election by majority vote. Majority voting standards assist in ensuring that directors who are not broadly supported by shareholders are not elected to serve as their representatives. We note that majority voting is not appropriate in all circumstances, for example, in the context of a contested election. We also recognize that some companies with a plurality voting standard have adopted a resignation policy for directors who do not receive support from at least a majority of votes cast, and we believe that such a requirement can be generally equivalent to a majority voting regime. Where we believe that the company already has a sufficiently robust majority voting process in place, we may not support a shareholder proposal seeking an alternative mechanism.
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Separation | of chairman and CEO positions |
We believe that independent leadership is important in the board room. In the US there are two commonly accepted structures for independent board leadership: 1) an independent chairman; or 2) a lead independent director. We generally consider the designation of a lead independent director as an acceptable alternative to an independent chair if the lead independent director has a term of at least one year and has powers to: 1) set board meeting agendas; 2) call meetings of the independent directors; and 3) preside at meetings of independent directors. Where a company does not have a lead independent director that meets these criteria, we generally support the separation of chairman and CEO.
Shareholder | access to the proxy |
We believe that shareholders should have the opportunity, when necessary and under reasonable conditions, to nominate individuals to stand for election to the boards of the companies they own. In our view, securing a right of shareholders to nominate directors without engaging in a control contest can enhance shareholders ability to participate meaningfully in the director election process, stimulate board attention to shareholder interests, and provide shareholders an effective means of directing that attention where it is lacking.
Auditors | and audit-related issues |
BlackRock recognizes the critical importance of financial statements that provide a complete and accurate portrayal of a companys financial condition. Consistent with our approach to voting on boards of directors, we seek to hold the audit committee of the board responsible for overseeing the management of the audit function at a company, and may withhold votes from the audit committees members where the board has failed to facilitate quality, independent auditing. We take particular note of cases involving significant financial restatements or material weakness disclosures.
The integrity of financial statements depends on the auditor effectively fulfilling its role. To that end, we favor an independent auditor. In addition, to the extent that an auditor fails to reasonably identify and address issues that eventually lead to a significant financial restatement, or the audit firm has violated standards of practice that protect the interests of shareholders, we may also vote against ratification.
From time to time, shareholder proposals may be presented to promote auditor independence or the rotation of audit firms. We may support these proposals when they are consistent with our views as described above.
Capital | structure proposals |
Blank | check preferred |
We frequently oppose proposals requesting authorization of a class of preferred stock with unspecified voting, conversion, dividend distribution and other rights (blank check preferred stock) because they may serve as a transfer of authority from shareholders to the board and a possible entrenchment device. We generally view the boards discretion to establish voting rights on a when-issued basis as a potential anti-takeover device, as it affords the board the ability to place a block of stock with an investor sympathetic to management, thereby foiling a takeover bid without a shareholder vote. Nonetheless, where the company appears to have a legitimate financing motive for requesting blank check authority, has committed publicly that blank check preferred shares will not be used for anti-takeover purposes, has a history of using blank check preferred stock for financings, or has blank check preferred stock previously outstanding such that an increase would not necessarily provide further anti-takeover protection but may provide greater financing flexibility, we may support the proposal.
Equal | voting rights |
BlackRock supports the concept of equal voting rights for all shareholders. Some management proposals request authorization to allow a class of common stock to have superior voting rights over the existing
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common or to allow a class of common to elect a majority of the board. We oppose such differential voting power as it may have the effect of denying shareholders the opportunity to vote on matters of critical economic importance to them.
However, when a shareholder proposal requests to eliminate an existing dual-class voting structure, we seek to determine whether this action is warranted at that company at that time, and whether the cost of restructuring will have a clear economic benefit to shareholders. We evaluate these proposals on a case-by-case basis, and we consider the level and nature of control associated with the dual-class voting structure as well as the companys history of responsiveness to shareholders in determining whether support of such a measure is appropriate.
Increase | in authorized common shares |
BlackRock considers industry specific norms in our analysis of these proposals, as well as a companys history with respect to the use of its common shares. Generally, we are predisposed to support a company if the board believes additional common shares are necessary to carry out the firms business. The most substantial concern we might have with an increase is the possibility of use of common shares to fund a poison pill plan that is not in the economic interests of shareholders.
Increase | or issuance of preferred stock |
These proposals generally request either authorization of a class of preferred stock or an increase in previously authorized preferred stock. Preferred stock may be used to provide management with the flexibility to consummate beneficial acquisitions, combinations or financings on terms not necessarily available via other means of financing. We generally support these proposals in cases where the company specifies the voting, dividend, conversion and other rights of such stock where the terms of the preferred stock appear reasonable.
Stock | splits and reverse stock splits |
We generally support stock splits that are not likely to negatively affect the ability to trade shares or the economic value of a share. We generally support reverse splits that are designed to avoid delisting or to facilitate trading in the stock, where the reverse split will not have a negative impact on share value ( e.g. one class is reduced while others remain at pre-split levels). In the event of a proposal to reverse split that would not also proportionately reduce the companys authorized stock, we apply the same analysis we would use for a proposal to increase authorized stock.
Mergers, | asset sales, and other special transactions |
In reviewing merger and asset sale proposals, BlackRocks primary concern is the best long-term economic interests of shareholders. While these proposals vary widely in scope and substance, we closely examine certain salient features in our analyses. The varied nature of these proposals ensures that the following list will be incomplete. However, the key factors that we typically evaluate in considering these proposals include:
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For mergers and asset sales, we assess the degree to which the proposed transaction represents a premium to the companys trading price. In order to filter out the effects of pre-merger news leaks on the parties share prices, we consider a share price from multiple time periods prior to the date of the merger announcement. In most cases, business combinations should provide a premium. We may consider comparable transaction analyses provided by the parties financial advisors and our own valuation assessments. For companies facing insolvency or bankruptcy, a premium may not apply. |
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There should be a favorable business reason for the combination. |
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Unanimous board approval and arms-length negotiations are preferred. We will consider whether the transaction involves a dissenting board or does not appear to be the result of an arms-length bidding process. We may also consider whether executive and/or board members financial interests in a given transaction appear likely to affect their ability to place shareholders interests before their own. |
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We prefer transaction proposals that include the fairness opinion of a reputable financial advisor assessing the value of the transaction to shareholders in comparison to recent similar transactions. |
Poison | pill plans |
Also known as Shareholder Rights Plans, these plans generally involve issuance of call options to purchase securities in a target firm on favorable terms. The options are exercisable only under certain circumstances, usually accumulation of a specified percentage of shares in a relevant company or launch of a hostile tender offer. These plans are often adopted by the board without being subject to shareholder vote.
Poison pill proposals generally appear on the proxy as shareholder proposals requesting that existing plans be put to a vote. This vote is typically advisory and therefore non-binding. We generally vote in favor of shareholder proposals to rescind poison pills.
Where a poison pill is put to a shareholder vote, our policy is to examine these plans individually. Although we oppose most plans, we may support plans that include a reasonable qualifying offer clause. Such clauses typically require shareholder ratification of the pill, and stipulate a sunset provision whereby the pill expires unless it is renewed. These clauses also tend to specify that an all cash bid for all shares that includes a fairness opinion and evidence of financing does not trigger the pill, but forces either a special meeting at which the offer is put to a shareholder vote, or the board to seek the written consent of shareholders where shareholders could rescind the pill in their discretion. We may also support a pill where it is the only effective method for protecting tax or other economic benefits that may be associated with limiting the ownership changes of individual shareholders.
Reimbursement | of expenses for successful shareholder campaigns |
Proxy contests and other public campaigns can be valuable mechanisms for holding boards of underperforming companies accountable to their shareholders. However, these campaigns can also lead to unwarranted cost and distraction for boards and management teams, and may be imposed by investors whose interests are not aligned with other investors. Therefore, we generally do not support proposals seeking the reimbursement of proxy contest expenses, even in situations where we support the shareholder campaign, as we believe that introducing the possibility of such reimbursement may incentivize disruptive and unnecessary shareholder campaigns.
Remuneration | and benefits |
We note that there are both management and shareholder proposals related to executive compensation that appear on corporate ballots. We generally vote on these proposals as described below, except that we typically oppose shareholder proposals on issues where the company already has a reasonable policy in place that we believe is sufficient to address the issue. We may also oppose a shareholder proposal regarding executive compensation if the companys history suggests that the issue raised is not likely to present a problem for that company.
Advisory | resolutions on executive compensation (Say on Pay) |
In cases where there is a Say on Pay vote, BlackRock will respond to the proposal as informed by our evaluation of compensation practices at that particular company, and in a manner that appropriately addresses the specific question posed to shareholders. We believe that compensation committees are in
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the best position to make compensation decisions and should maintain significant flexibility in administering compensation programs, given their knowledge of the wealth profiles of the executives they seek to incentivize, the appropriate performance measures for the company, and other issues internal and/or unique to the company. We also believe that shareholders can express concern regarding executive compensation practices through their vote on directors, and our preferred approach to managing pay-for-performance disconnects is via a withhold vote for the compensation committee. As a result, our Say on Pay vote is likely to correspond with our vote on the directors who are compensation committee members responsible for making compensation decisions.
Advisory | votes on the frequency of Say on Pay resolutions (Say When on Pay) |
BlackRock will generally opt for a triennial vote on Say on Pay. We believe that shareholders should undertake an annual review of executive compensation and express their concerns through their vote on the members of the compensation committee. As a result, it is not necessary to hold a Say on Pay vote on an annual basis, as the Say on Pay vote merely supplements the shareholders vote on Compensation Committee members.
Claw | back proposals |
Claw back proposals are generally shareholder sponsored and seek recoupment of bonuses paid to senior executives if those bonuses were based on financial results that are later restated. We generally favor recoupment from any senior executive whose compensation was based on faulty financial reporting, regardless of that particular executives role in the faulty reporting. We typically support these proposals unless the company already has a robust claw back policy that sufficiently addresses our concerns.
Employee | stock purchase plans |
An employee stock purchase plan (ESPP) gives the issuers employees the opportunity to purchase stock in the issuer, typically at a discount to market value. We believe these plans can provide performance incentives and help align employees interests with those of shareholders. The most common form of ESPP qualifies for favorable tax treatment under Section 423 of the Internal Revenue Code. Section 423 plans must permit all full-time employees to participate, carry restrictions on the maximum number of shares that can be purchased, carry an exercise price of at least 85 percent of fair market value on grant date with offering periods of 27 months or less, and be approved by shareholders. We will typically support qualified ESPP proposals.
Equity | compensation plans |
BlackRock supports equity plans that align the economic interests of directors, managers and other employees with those of shareholders. We believe that boards should establish policies prohibiting use of equity awards in a manner that could disrupt the intended alignment with shareholder interests, for example: use of the stock as collateral for a loan; use of the stock in a margin account; use of the stock (or an unvested award) in hedging or derivative transactions. We may support shareholder proposals requesting the board to establish such policies.
Our evaluation of equity compensation plans in a post-expensing environment is based on a companys executive pay and performance relative to peers and whether the plan plays a significant role in a pay-for-performance disconnect. We generally oppose plans that contain evergreen provisions allowing for the ongoing increase of shares reserved without shareholder approval. We also generally oppose plans that allow for repricing without shareholder approval. We may also oppose plans that provide for the acceleration of vesting of equity awards even in situations where an actual change of control may not occur. Finally, we may oppose plans where we believe that the company is aggressively accounting for the equity delivered through their stock plans.
Golden | parachutes |
Golden parachutes provide for compensation to management in the event of a change in control.
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We may support shareholder proposals requesting that implementation of such arrangements require shareholder approval. In particular, we generally support proposals requiring shareholder approval of plans that exceed 2.99 times an executives current compensation.
We generally view golden parachutes as encouragement to management to consider proposals that might be beneficial to shareholders. When determining whether to support or oppose an advisory vote on a golden parachute plan (Say on Golden Parachutes), we normally support the plan unless there is clear evidence of excess or abuse.
Option | exchanges |
BlackRock may support a request to exchange underwater options under the following circumstances: the company has experienced significant stock price decline as a result of macroeconomic trends, not individual company performance; directors and executive officers are excluded; the exchange is value neutral or value creative to shareholders; and there is clear evidence that absent repricing the company will suffer serious employee incentive or retention and recruiting problems.
Pay-for-Performance | plans |
In order for executive compensation exceeding $1 million to qualify for federal tax deductions, the Omnibus Budget Reconciliation Act (OBRA) requires companies to link that compensation, for the Companys top five executives, to disclosed performance goals and submit the plans for shareholder approval. The law further requires that a compensation committee comprised solely of outside directors administer these plans. Because the primary objective of these proposals is to preserve the deductibility of such compensation, we generally favor approval in order to preserve net income.
Pay-for-Superior-Performance |
These are typically shareholder proposals requesting that compensation committees adopt policies under which a portion of equity compensation requires the achievement of performance goals as a prerequisite to vesting. We generally believe these matters are best left to the compensation committee of the board and that shareholders should not set executive compensation or dictate the terms thereof. We may support these proposals if we have a substantial concern regarding the companys compensation practices over a significant period of time, the proposals are not overly prescriptive, and we believe the proposed approach is likely to lead to substantial improvement.
Supplemental | executive retirement plans |
BlackRock may support shareholder proposals requesting to put extraordinary benefits contained in Supplemental Executive Retirement Plans (SERP) agreements to a shareholder vote unless the companys executive pension plans do not contain excessive benefits beyond what is offered under employee-wide plans.
Social, | ethical and environmental issues |
See Global Corporate Governance and Engagement Principles.
General | corporate governance matters |
Adjourn | meeting to solicit additional votes |
We generally support such proposals when the agenda contains items that we judge to be in shareholders best long-term economic interests.
Bundled | proposals |
We believe that shareholders should have the opportunity to review substantial governance changes individually without having to accept bundled proposals. Where several measures are grouped into one
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proposal, BlackRock may reject certain positive changes when linked with proposals that generally contradict or impede the rights and economic interests of shareholders.
Confidential | voting |
Shareholders most often propose confidential voting as a means of eliminating undue management pressure on shareholders regarding their vote on proxy issues. We generally support proposals to allow confidential voting. However, we will usually support suspension of confidential voting during proxy contests where dissidents have access to vote information and management may face an unfair disadvantage.
Other | business |
We oppose giving companies our proxy to vote on matters where we are not given the opportunity to review and understand those measures and carry out an appropriate level of shareholder oversight.
Reincorporation |
Proposals to reincorporate from one state or country to another are most frequently motivated by considerations of anti-takeover protections or cost savings. Where cost savings are the sole issue, we will typically favor reincorporating. In all instances, we will evaluate the changes to shareholder protection under the new charter/articles/by-laws to assess whether the move increases or decreases shareholder protections. Where we find that shareholder protections are diminished, we will support reincorporation if we determine that the overall benefits outweigh the diminished rights.
Shareholders | right to act by written consent |
In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. We therefore believe that shareholders should have the right to solicit votes by written consent in cases where a reasonably high proportion of shareholders (typically a minimum of 15%) are required to initiate the consent solicitation process, and support from a minimum of 50% of outstanding shares is required to effectuate the action by written consent. We believe that such thresholds are necessary in order to avoid the waste of corporate resources in addressing narrowly supported interests. We may oppose shareholder proposals requesting the right to act by written consent in cases where the proposal is structured for the benefit of a dominant shareholder to the exclusion of others, or recommends thresholds for action that we believe are too low.
Shareholders | right to call a special meeting |
In exceptional circumstances and with sufficiently broad support, shareholders should have the opportunity to raise issues of substantial importance without having to wait for management to schedule a meeting. We therefore believe that shareholders should have the right to call a special meeting in cases where a reasonably high proportion of shareholders (typically a minimum of 15%) are required to agree to such a meeting before it is called, in order to avoid the waste of corporate resources in addressing narrowly supported interests. However, we may oppose this right in cases where the proposal is structured for the benefit of a dominant shareholder to the exclusion of others.
Simple | majority voting |
We generally favor a simple majority voting requirement to pass proposals. Therefore we will support the reduction or the elimination of supermajority voting requirements to the extent that we determine shareholders ability to protect their economic interests is improved. Nonetheless, in situations where there is a substantial or dominant shareholder, supermajority voting may be protective of public shareholder interests and we may therefore support supermajority requirements in those situations.
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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 clients 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 clients 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 clients proxy voting policies. BA management also reserves the right to vote a proxy using the following methods:
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We may obtain instructions from the client on how to vote the proxy. |
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If we are able to disclose the conflict to the client, we may do so and obtain the clients 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 clients 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 clients 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 clients 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 clients proxy voting policy. If client policies conflict, we may vote proxies to reflect each policy in proportion to the respective clients 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 clients 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 delegates 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 SECs 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:
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the Sarbanes-Oxley Act of 2002 and implementing rules promulgated by the U.S. Securities & Exchange Commission |
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revised corporate governance listing standards of the New York Stock Exchange and resulting SEC rules |
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corporate governance reforms and subsequent proposed rule filings made with the SEC by The NASDAQ Stock Market, Inc. and resulting SEC rules |
In general:
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Directors should be accountable to shareholders, and management should be accountable to directors. |
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Information on the Company supplied to shareholders should be transparent. |
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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:
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A two-thirds majority of the Board should be comprised of independent directors. |
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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 companys Chief Executive Officer, the Board should designate one independent director to act as a leader to coordinate the activities of the other independent directors. |
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Committees of the Board dealing with the following responsibilities should consist only of independent directors: audit, compensation, nomination of directors, corporate governance, and compliance. |
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No director should serve as a consultant or service provider to the Company. |
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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:
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should not have been employed by the Company or an affiliate within the previous five years; |
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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 Companys senior management; |
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should not be affiliated with a significant customer or supplier of the Company or affiliate; |
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should have no personal services contract with the Company or affiliate, or a member of senior management; |
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should not be affiliated with a not-for-profit organization that receives significant contributions from the Company or affiliate; |
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within the previous five years, should not have had any business relationship with the Company or affiliate which required disclosure in the Companys Form 10-K; |
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should not be employed by a public company at which an executive officer of the Company serves as a director; |
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should not be a member of the immediate family of any person described above. |
B. | Board operating procedures |
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The Board should adopt a written statement of its governance principles, and regularly re-evaluate them. |
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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. |
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The independent directors should be provided access to professional advisers of their own choice, independent of management. |
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The Board should have a CEO succession plan, and receive periodic reports from management on the development of other members of senior management. |
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Directors should have access to senior management through a designated liaison person. |
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The Board should periodically review its own size, and determine the appropriate size. |
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C. | Requirements for individual directors |
We recommend that:
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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 |
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A simple majority of shareholders should be able to amend the companys bylaws, call special meetings, or act by written consent. |
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In the election of directors, there should be multiple nominees for each seat on the Board. |
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Greenmail should be prohibited. |
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Shareholder approval should be required to enact or amend a poison pill (i.e., shareholder rights) plan. |
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Directors should be elected annually. |
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The Board should ordinarily implement a shareholder proposal that is approved by a majority of proxy votes. |
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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.
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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
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 boards 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 directors or officers 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 directors 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, managements 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 companys 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 companys 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 companys 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 managements 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 companys 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 companys 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 companys 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 managements 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 funds 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
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 funds target investments, reasons for change, and
Changing Fundamental Investment Objective to Non-fundamental
AGAINST proposals to change the funds 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 funds target market.
Disposition of Assets, Termination, Liquidation
Case-by-case basis for disposition of assets, termination or liquidation, considering strategies employed, companys 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 distributors 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 boards 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 funds 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 sustainability and social responsibility. The well-governed company meets high standards of corporate ethics and operates in the best interests of shareowners. The sustainable and 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 sustainability and social responsibility are better positioned for long-term success.
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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 sustainability and social responsibility factors. 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. Calverts 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. |
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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 companys 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. Calverts proxy voting guidelines support structures that create and reinforce accountability, and oppose those that do not. |
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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 expressed in costly government regulation or uninsured catastrophic losses. Calverts proxy voting guidelines aim to support sustainable governance that attends fairly to the interests of shareowners, workers, communities and the environment. |
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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 + Sustainability and 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 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 IV below.
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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. |
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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. |
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When we use the term, shareholder, we are referring to Calverts 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 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 Funds Guidelines prior to voting proxies. To that end, we have not attempted to address every specific issue that may arise on a proxy ballot.
Calverts proxy voting record is available on the Funds web site, www.calvert.com , and is also available on the Securities and Exchange Commissions website at www.sec.gov .
II. | CORPORATE GOVERNANCE |
A. | Board and Governance Issues |
The board of directors (the board) is responsible for the overall governance of the corporation, including representing the interests of shareowners and overseeing the companys 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 boards fiduciary duties encompass stakeholder relations as well as protecting shareowner interests.
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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 corporations 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 directors 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 companys financial performance, but not so great as to constitute a controlling or significant interest.
Because the boards ability to represent shareowners independently of management can be compromised when the Chair is also a member of management, it is 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, age and geography. Calvert believes that in an increasingly complex global marketplace, the ability to draw on a wide range of viewpoints, backgrounds, skills, and experience is critical to a companys success. Corporate diversity helps companies increase the likelihood of making the right strategic and operational decisions, contributes to a more positive public image and reputation, and catalyzes efforts to recruit, retain, and promote the best people, including women and minorities.
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. 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.
The board should periodically evaluate its performance, the performance of its various committees, and the performance of individual board members in governing the corporation.
Board Independence
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The Fund advisor will oppose slates of directors without at least a majority of independent directors. |
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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. |
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The Fund advisor will oppose non-independent directors candidates nominated to the audit, compensation and/or nominating committees. |
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The Fund advisor will support 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. |
Board Diversity
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The Fund advisor will oppose slates of directors that result in a board that does not include both women and people of color. |
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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. |
Board Accountability
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The Fund advisor will oppose slates of directors in situations where the company failed to take action on shareowner proposals that passed in previous years. |
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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. |
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The Fund advisor will oppose directors who sit on more than four public company boards and oppose directors serve as CEO and sit on more than two additional boards. |
Board Committee on Sustainability/Corporate Social Responsibility Issues
Shareholders have filed binding resolutions seeking the creation of a board committee dedicated to long term strategic thinking and risk management of sustainability issues including environment, human rights, diversity and others. While we believe all directors should be informed and active on sustainability issues, we do see the value of a focused sustainability committee.
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The Fund advisor will ordinarily support the creation of a board level committee on sustainability/corporate social responsibility issues. |
Limitations, Director Liability and Indemnification
Because of increased litigation brought against directors of corporations and the increased costs of directors liability insurance, many states have passed laws limiting director liability for actions taken in good faith. It is argued that such indemnification is necessary for companies to be able to attract the most qualified individuals to their boards.
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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. |
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 are other mechanisms such as voting against or withholding votes during the election of directors, which shareholders can use to voice their opposition to certain candidates. 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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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.
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The Fund advisor will examine and vote on a case-by-case basis proposals requiring that corporate directors own shares in the company. |
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The Fund advisor will oppose excessive awards of stock or stock options to directors. |
Director | Elections |
Contested Election of Directors
Contested elections of directors frequently occur when a board or shareholder nominated candidate or slate runs for the purpose of seeking a significant change or improvement in corporate policy, control, or structure. 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.
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The Fund advisor will evaluate director nominees 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.
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The Fund advisor will ordinarily support proposals to elect all board members annually and to remove classified boards. |
Majority Vote Standard
A majority voting standard allows shareholders with a majority of votes in favor or against determine the election of board nominees. Currently, most board elections are uncontested and allow directors to be elected with a plurality of votes. Calvert believes majority voting increases director accountability to shareholders, as directors recognize shareholders have a voice in the election process.
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The Fund advisor will generally support both precatory and binding resolutions seeking to establish a majority vote standard. |
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.
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The Fund advisor will examine and vote on a case-by-case basis proposals calling for cumulative voting in the election of directors. |
Shareholder | Rights |
Supermajority Vote Requirements
Supermajority vote requirements in a companys 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.
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The Fund advisor will ordinarily oppose supermajority vote requirements. |
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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 deprived of the same right. We support the view that shareowners should be granted access to the proxy ballot in the nomination of directors.
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The Fund advisor will ordinarily support proposals for shareowner access to the proxy ballot. |
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.
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The Fund advisor will ordinarily oppose proposals to restrict, limit or eliminate the right of shareowners to act by written consent. |
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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 shareowners to call special meetings, even in extraordinary circumstances, such as consideration of a takeover bid. Restrictions on the right of shareowners to call a meeting can also restrict the ability of shareowners to force company management to consider shareowner proposals or director candidates.
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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. |
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 approach in turn diffuses directors incentives to exercise appropriate oversight and control over management.
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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. |
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The Fund advisor will ordinarily support proposals to recapitalize stock such that each share is equal to one vote. |
Ratification of Auditor and Audit Committee
The annual shareholder ratification 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. Further, Calvert recognizes the critical responsibilities of the audit committee and its members including the oversight of financial statements and internal reporting controls.
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The Fund advisor will ordinarily oppose proposals seeking ratification of the auditor when fees for non-audit consulting services exceed 25% of all fees or in any other case where the advisor determines that the independence of the auditor may be compromised. |
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The Fund advisor will ordinarily support proposals to adopt a policy to ensure that the auditor will only provide audit services to the company and not provide other services. |
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The Fund advisor will ordinarily support proposals that set a reasonable mandatory rotation of the auditor (at least every five years). |
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The Fund advisor will ordinarily support proposals that call for more stringent measures to ensure auditor independence. |
In a number of countries companies routinely appoint internal statutory auditors.
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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.
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The Fund advisor will ordinarily support proposals that call for the annual election of auditors by shareholders. |
Audit Committee
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The Fund advisor will ordinarily oppose members of the audit committee where the audit committee has approved an audit contract where non-audit fees exceed audit fees or in any other case where the advisor determines that the independence of the auditor may be compromised. |
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The Fund advisor will ordinarily oppose members of the audit committee at companies with ineffective internal controls, considering whether the company has a history of accounting issues, or significant recent problems, and the boards response to them. |
Transparency and Disclosure
International corporate governance is constantly changing and there have been waves of development of governance codes around the world. The common thread throughout all of these codes is that shareowners want their companies to be transparent.
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The Fund advisor will ordinarily support proposals that call for full disclosure of company financial performance. |
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The Fund advisor will ordinarily support proposals that call for an annual financial audit by external and independent auditors. |
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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. |
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The Fund advisor will ordinarily support proposals that call for disclosure of corporate governance codes and structures. |
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The Fund advisor will ordinarily support proposals that call for disclosure of related party transactions. |
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The Fund advisor will ordinarily support proposals that call for disclosure of the board nominating process. |
Executive and Employee Compensation
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
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transparent and shareowners should have the right and responsibility to vote on compensation plans and strategy.
There are many companies whose executive compensation seems disconnected from the actual performance of the corporation and creation of shareowner value. The structure of these compensation plans often determines the level of alignment between management and shareowner interests. Calvert stresses the importance of pay-for-performance, where executive compensation is linked to clearly defined and rigorous criteria. These executives should not only enjoy the benefits when the company performs well, but boards should ensure executives are accordingly penalized when they are unable to meet established performance criteria.
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 Employee Compensation
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The Fund advisor will ordinarily support proposals requesting companies disclose compensation practices and policies including salaries, option awards, bonuses, and restricted stock grants of top management, Board of Directors, and employees. |
CEO and Executive Compensation
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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). |
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The Fund advisor will support proposals seeking to establish an annual shareholder advisory vote on compensation. |
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The Fund advisor will vote on a case-by-case basis proposals seeking shareholder ratification of the companys executive officers compensation (also known as an Advisory Vote on Compensation). |
Compensation Committee
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The Fund advisor may oppose members of the compensation committee when it is determined they have approved compensation plans that are deemed excessive or have not amended their policies in response to shareholder concern. |
Executive & Employee Stock Option Plans
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The Fund advisor will ordinarily oppose proposals to approve stock option plans in which the dilutive effect exceeds 10 percent of share value. |
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The Fund advisor will ordinarily oppose proposals to approve stock option plans that do not contain provisions prohibiting automatic re-pricing, unless such plans are indexed to a peer group or other measurement so long as the performance benchmark is predetermined prior to the grant date and not subject to change retroactively. |
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The Fund advisor will examine and ordinarily oppose proposals for re-pricing of underwater options. |
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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. |
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The Fund advisor will ordinarily support proposals requiring that all option plans and option re-pricing are submitted for shareholder approval. |
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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. |
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The Fund advisor will ordinarily support proposals to approve stock option plans for outside directors subject to the same constraints previously described. |
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The Fund advisor will support proposals to approve Employee Stock Ownership Plans (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 . |
Expensing of Stock Options
Calverts view is that the expensing of stock options gives shareholders valuable additional information about companies financial performance, and should therefore be encouraged.
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The Fund advisor will ordinarily support proposals requesting that companies expense stock options. |
Pay Equity
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The Fund advisor will support proposals requesting that management provide a pay equity report. |
Ratio Between CEO and Worker Pay
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The Fund advisor will support proposals requesting that management report on the ratio between CEO and employee compensation. |
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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
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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 sustainability and/or corporate social responsibility-related issues. |
Severance Agreements
Severance payments are compensation agreements that provide for 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. Calvert believes boards should allow shareholders the ability to ratify such severance or change in control agreements to determine if such awards are excessive and unnecessary.
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The Fund advisor will support proposals providing shareowners the right to ratify adoption of severance or change in control agreements. |
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The Fund advisor will examine and vote on a case-by-case basis severance or change in control agreements, based upon an evaluation of the particular agreement 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. |
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The Fund advisor will oppose the election of compensation committee members who approve severance agreements that are not ratified by shareowners. |
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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 companys stakeholders.
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The Fund advisor will support proposals that consider non-financial impacts of mergers. |
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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 companys social, environmental, and governance performance. |
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The Fund advisor will ordinarily oppose proposals for corporate acquisition, takeover, restructuring plans that include significant new takeover defenses or that pose other potential financial, social, or environmental risks or liabilities. |
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.
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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. |
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.
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The Fund advisor will examine and vote on a case-by-case basis proposals to amend or change corporate charter or by-laws, 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/sustainability underlying these Guidelines. |
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. Finally, changes in state law have made reincorporating in certain locations more or less favorable to governance issues such as shareholder rights.
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The Fund advisor will ordinarily support proposals to reincorporate for valid business reasons (such as reincorporating in the same state as the corporate headquarters). |
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The Fund advisor will review on a case-by-case basis proposals to reincorporate for improvements in governance structure and policies (such as reincorporating in states like North Dakota, with shareholder friendly provisions). |
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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. |
Common Stock Authorization
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. |
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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.
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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. |
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.
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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. |
Greenmail
Greenmail is the premium a takeover target firm offers to a corporate raider in exchange for the raiders shares. This usually means that the bidders shares are purchased at a price higher than market price, discriminating against other shareowners.
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The Fund advisor will ordinarily support anti-greenmail provisions and oppose the payment of greenmail. |
III. | CORPORATE SUSTAINABILITY AND 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. Investors increasingly 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 guidelines.
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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. |
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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 companys environmental policies and performance can have a substantial effect on the firms financial performance. We expect management to take all reasonable steps to reduce negative environmental impacts and a companys overall environmental footprint.
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The Fund advisor will ordinarily support proposals to reduce negative environmental impacts and a companys overall environmental footprint, including any threats to biodiversity in ecologically sensitive areas. |
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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 operations, and the impact of environmental liabilities on shareowner value. |
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The Fund advisor will ordinarily support proposals asking companies to prepare a comprehensive report on recycling or waste management 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 managements response to each of the points raised in the Ceres Principles.
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The Fund advisor will support proposals requesting that a company become a signatory to the Ceres Principles. |
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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 information, using guidelines such as those prepared by the Carbon Disclosure Project. This includes information about the companys 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.
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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. |
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The Fund advisor will support proposals seeking the preparation of a report on a companys activities related to the development of renewable energy sources. |
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The Fund advisor will support proposals seeking increased investment in renewable energy sources unless the terms of the resolution are overly restrictive. |
Water
Proposals may be filed that ask a company to prepare a report evaluating the business risks linked to water use and impacts on the companys 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 or ecosystems in areas of water scarcity.
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The Fund advisor will support proposals seeking the preparation of a report on a companys risks linked to water use or impacts to water. |
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The Fund advisor will support proposals seeking the adoption of programs and policies that enhance access and affordability to safe drinking water and sanitation. |
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 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.
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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. |
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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.
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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. |
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The Fund advisor will ordinarily support proposals requesting that companies avoid exploitative labor practices, including child labor and forced labor. |
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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 labor, child labor, discrimination, intimidation and harassment of workers seeking to associate, organize or bargain collectively, unsafe working conditions, and other very poor working conditions. 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.
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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 International Labor Organizations 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 (EEO)
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.
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.
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The Fund advisor will ordinarily support proposals asking companies to report on efforts to comply with federal EEO mandates. |
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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. |
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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 |
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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. |
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The Fund advisor will ordinarily support proposals seeking reports on a companys initiatives to create a workplace free of discrimination on the basis of sexual orientation and gender identity and/or expression. |
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The Fund advisor will oppose proposals that seek to eliminate protection already afforded to gay, lesbian, bisexual and transgender employees. |
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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 companys ability to recover from market downturns or other setbacks resulting in layoffs or plant closings.
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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 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 and the Voluntary Principles on Security and Human Rights. 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.
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The Fund advisor will ordinarily support proposals requesting that companies develop human rights policies and periodic reporting on operations and investments in countries with repressive regimes and/or conflict zones. |
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The Fund advisor will ordinarily support proposals requesting a report discussing how investment policies address or could address human rights issues. |
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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. |
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The Fund advisor will ordinarily support proposals requesting that companies develop policies and protocols to eliminate bribery and corruption. |
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The Fund advisor will ordinarily support proposals requesting a report discussing how business practices and/or products limit or could limit freedom of expression or privacy. |
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.
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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.
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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. |
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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. |
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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. |
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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.
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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. |
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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.
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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. |
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The Fund advisor will ordinarily support proposals requesting that companies disclose the contents or attributes of their products to potential consumers. |
Toxic Chemicals
Shareowner resolutions are sometimes filed with cosmetics, household products, and retail companies asking them to report on the use of toxic chemicals in consumer products, and to provide policies regarding toxic chemicals. Recent resolutions have focused on parabens, PVC, bromated flame retardants (BFRs), nanomaterials, and other chemicals. In addition, some resolutions ask the company to adopt a general policy with regard to toxics in products. These shareholder resolutions arise out of concern that many toxic chemicals may be legal to include in product formulations in the US, but not in other countries (such as the European Union)posing liability risk to the company. In addition, independent scientists have raised serious health and safety concerns about the use of some of these chemicals. Companies may face risk from harm to the consumer or affected communities, particularly as some of these chemicals persist in the environment.
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The Fund advisor will ordinarily support resolutions asking companies to disclose product ingredients. |
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The Fund advisor will ordinarily support resolutions asking companies to disclose policies related to toxic chemicals. |
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The Fund advisor will examine and vote on a case-by-case basis asking companies to reformulate a product by a given date, unless this reformulation is required by law in selected markets. |
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.
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The Fund advisor will ordinarily support proposals seeking information on a companys animal testing practices, or requesting that management develop cost-effective alternatives to animal testing. |
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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. |
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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.
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The Fund advisor will ordinarily support resolutions asking companies not to invest in the stocks of tobacco companies. |
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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.
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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 ECOA standards by non-financial corporations to their financial subsidiaries.
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The Fund advisor will ordinarily support proposals requesting increased disclosure on ECOA and stronger policies and programs regarding compliance with ECOA. |
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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.
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The Fund advisor will support proposals to develop and implement policies dealing with fair lending and housing, or other nondiscriminatory business practices. |
Predatory Lending
Predatory lending involves charging excessive fees to sub prime borrowers without providing adequate disclosure. Predatory 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.
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The Fund advisor will support proposals calling on companies to address and eliminate predatory lending practices. |
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The Fund advisor will support proposals seeking the development of a policy or preparation of a report to guard against 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.
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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.
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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.
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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. |
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The Fund advisor will ordinarily support resolutions asking companies to disclose the budgets dedicated to public policy lobbying activities. |
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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 Guidelines. |
J. | Other Issues |
All social issues that are not covered in these Guidelines are delegated to the Funds advisor to vote in accordance with the Funds specific social criteria. In addition to actions taken pursuant to the Funds Conflict of Interest Policy, Calvert Sustainability Research Department (CSRD) will report to the Boards on issues not covered by these Guidelines as they arise.
IV. | CONFLICT OF INTEREST POLICY |
All Calvert Funds strictly adhere to the Guidelines detailed in Sections I and II, above.
Thus, generally, adherence to the Global 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 Funds 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 Global 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.
Last Revised September 2010.
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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. CGTCs Private Client Services (PCS) 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 CGTCs clients.
Fiduciary Responsibility and Long-term Shareholder Value
CGTCs fiduciary obligation to manage its accounts in the best interest of its clients extends to proxy voting. When voting proxies, CGTC considers those factors that 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 analysts knowledge of a company, its current management, managements past record, and CGTCs 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 the relevant 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.
Procedures
Proxy Review Process
Associates on the proxy voting team in CGTCs Portfolio Control 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.
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The proxy voting team 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, investment specialists, 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 CGTCs 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.
CGTCs general positions related to corporate governance, capital structure, stock option and compensation plans and social and corporate responsibility issues are reflected below.
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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. |
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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-related remuneration 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. |
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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. (CGTCs indirect 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 CGTCs 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 CGTCs 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.
Proxy Voting Record
Upon client request, CGTC will provide reports of its proxy voting record as it relates to the securities held in the clients 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 21 November 2011.
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DAVIS SELECTED ADVISERS, LP
(Davis Advisors)
PROXY VOTING POLICIES AND PROCEDURES
Amended as of August 20, 2008
Table of Contents
I. |
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II. |
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III. |
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IV. |
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V. |
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VI. |
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VII. |
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VIII. |
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IX. |
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X. |
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XI. |
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XII. |
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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 companys board, as well as exercise their right to grant or withhold approval for actions proposed by the board of directors
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or 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 Companys or managements 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 companys 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 managements 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 clients 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 |
If Davis Advisors has been assigned the right to vote the proxies on behalf of a client, then the Chief Compliance Officer shall conduct periodic tests to ensure that Davis Advisors is monitoring corporate actions and voting proxies on behalf of such clients.
Scope. If a client has not authorized Davis Advisors to vote its proxies, then these Policies and Procedures shall not apply to that clients 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 clients 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 companys 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 companys 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 clients 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 Proxy Oversight Group. Davis Advisors:
(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, 85706
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 SECs 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.
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-71 | ||
II. |
Executive Compensation | D-72 | ||
III. |
Tender Offer Defenses | D-73 | ||
IV. |
Proxy Contests | D-74 | ||
V. |
Proxy Contest Defenses | D-74 | ||
VI. |
Auditors | D-75 | ||
VII. |
Miscellaneous Governance Provisions | D-75 | ||
VIII. |
State of Incorporation | D-78 | ||
IX. |
Mergers and Corporate Restructuring | D-78 | ||
X. |
Social and Environmental Issues | D-79 | ||
XI. |
Capital Structure | D-79 |
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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 directors 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 directors performance in selecting and evaluating management, the primary consideration is the companys 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 managements performance. Appropriate hurdles may include the companys 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 companys 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) | nominees business background and experience; |
(iii) | nominees investment in the company: |
(iv) | nominees 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.
D. | 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.
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 managements performance would be considered poor? |
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Performance below that of the S&P 500. |
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Performance below a pre-selected group of competitors. |
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Performance below the companys cost of equity capital. |
2. | Does the companys 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 companys past actions have been consistent with these policies. We will generally vote in favor of shareholder proposals advocating the addition of appropriate and reasonable 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 managements 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. |
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 companys 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.
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:
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long-term financial performance of the target company relative to its industry |
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managements track record |
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background to the proxy contest |
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qualifications of director nominees (both slates) |
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evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met |
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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.
A. | Board Structure: Staggered vs. Annual Elections |
We will generally vote against proposals to classify the board.
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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 the ability of significant shareholders to call special meetings.
We will generally vote for proposals that remove restrictions on the right of significant shareholders to call special meetings.
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.
A. | Ratifying Auditors |
We will generally vote for proposals to ratify auditors, unless any of the following apply:
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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, |
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Fees for non-audit services are excessive, or |
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There is reason to believe that the independent auditor has rendered an opinion that materially misstates the companys financial position and either knew or should have known of the accounting improprieties that led to the restatement. |
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 companys 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
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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 managements 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.
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 directors or officers 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 directors legal expenses would be covered.
H. | Charitable Contributions |
We will generally vote against shareholder proposals to eliminate, direct or otherwise restrict charitable contributions.
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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. | 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.
M. | 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.
N. | 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.
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O. | 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).
P. | 401(k) Employee Benefit Plans |
We will generally vote for proposals to implement a 401(k) savings plan for employees.
Q. | 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.
R. | 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.
S. | Advisory Vote on Compensation |
We will review on a case-by-case basis proposals to grant an annual advisory vote on executive compensation to shareholders (so-called say on pay votes).
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 companys 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:
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anticipated financial and operating benefits |
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offer price (cost vs. premium) |
|
prospects of the combined companies |
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how the deal was negotiated |
|
changes in corporate governance and their impact on shareholder rights |
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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 managements efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation.
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.
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, giving weight to a companys history of past equity grants, long term performance, peer company practices, and evolving compensation practices (e.g. cash vs. equity weightings).
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).
We will generally vote for proposals to create declawed blank check preferred stock (stock that cannot be used as a takeover defense).
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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 companys 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
Dreyfus, through its participation in BNY Mellons Proxy Policy Committee (the PPC) applies BNY Mellons Proxy Voting Policy, related procedures and voting guidelines when voting proxies on behalf of a fund.
Dreyfus recognizes that an investment adviser is a fiduciary that owes its clients a duty of utmost good faith and full and fair disclosure of all material facts. Dreyfus further recognizes that the right to vote proxies is an asset, just as the economic investment represented by the shares is an asset. An investment advisers duty of loyalty precludes an adviser from subrogating its clients interests to its own. Accordingly, in voting proxies, Dreyfus seeks to act solely in the best financial and economic interests of the funds.
Dreyfus seeks to avoid material conflicts of interest through its participation in the PPC, which applies detailed, pre-determined proxy voting guidelines in an objective and consistent manner across client accounts, based on internal and external research and recommendations provided by third party vendors, and without consideration of any client relationship factors. Further, Dreyfus engages a third party as an independent fiduciary to vote all proxies for fund securities.
Each proxy is reviewed, categorized and analyzed in accordance with the PPCs written guidelines in effect from time to time. The guidelines are reviewed periodically and updated as necessary to reflect new issues and changes to the PPCs policies on specific issues. Items that can be categorized will be voted in accordance with any applicable guidelines or referred to the PPC, if the applicable guidelines so require. Proposals for which a guideline has not yet been established are referred to the PPC for discussion and vote. Additionally, the PPC may elect to review any proposal where it has identified a particular issue for special scrutiny in light of new information. The PPC will also consider specific interests and issues raised by a fund, which interests and issues may require that a vote for a fund be cast differently from the collective vote in order to act in the best interests of such fund.
Dreyfus believes that a shareholders role in the governance of a publicly-held company is generally limited to monitoring the performance of the company and its managers and voting on matters which properly come to a shareholder vote. Dreyfus carefully reviews proposals that would limit shareholder control or could affect shareholder values.
Dreyfus generally opposes proposals that seem designed to insulate management unnecessarily from the wishes of a majority of the shareholders and that would lead to a determination of a companys future by a minority of its shareholders. Dreyfus generally supports proposals that seem to have as their primary purpose providing management with temporary or short-term insulation from outside influences so as to enable them to bargain effectively with potential suitors and otherwise achieve identified long-term goals to the extent such proposals are discrete and not bundled with other proposals.
On questions of social responsibility where economic performance does not appear to be an issue, Dreyfus attempts to ensure that management reasonably responds to the social issues. Responsiveness is measured by managements efforts to address the particular social issue including, where appropriate, assessment of the implications of the proposal to the ongoing operations of the company. Dreyfus pays particular attention to repeat issues where management has failed in its commitment to take specific actions. With respect to a fund having investment policies that require proxies to be cast in a certain manner on particular social responsibility issues, Dreyfus votes such issues in accordance with those investment policies.
Information regarding how Dreyfus voted proxies for the funds during the most recent 12-month period ended June 30th is available on Dreyfuss website, by the following August 31st, at http://www.dreyfus.com and on the SECs website at http://www.sec.gov on a funds Form N-PX.
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FRANKLIN ADVISERS, INC
FRANKLIN ADVISORY SERVICES, LLC
FRANKLIN MUTUAL ADVISERS, LLC
TEMPLETON GLOBAL ADVISORS LIMITED
PROXY VOTING POLICIES & PROCEDURES
The board of trustees of the Fund has delegated the authority to vote proxies related to the portfolio securities held by the Fund to the Funds manager Franklin Advisers, Inc., Franklin Advisory Services, LLC, Franklin Mutual Advisers, LLC and Templeton Global Advisors Limited in accordance with the Proxy Voting Policies and Procedures (Policies) adopted by the manager.
The manager has delegated its administrative duties with respect to the voting of proxies to the Proxy Group within Franklin Templeton Companies, LLC (Proxy Group), an affiliate and wholly owned subsidiary of Franklin Resources, Inc. All proxies received by the Proxy Group will be voted based upon the managers instructions and/or policies. The manager votes proxies solely in the interests of the Fund and its shareholders.
To assist it in analyzing proxies, the 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, recordkeeping and vote disclosure services. In addition, the 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 analyses are thoroughly reviewed and considered in making a final voting decision, the manager does not consider recommendations from RiskMetrics, Glass Lewis or any other third party to be determinative of the managers ultimate decision. As a matter of policy, the officers, directors/trustees and employees of the manager and the Proxy Group will not be influenced by outside sources whose interests conflict with the interests of the Fund and its shareholders. Efforts are made to resolve all conflicts in the interests of the managers clients. 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. In situations where a material conflict of interest is identified, 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 Fund with the managers recommendation regarding the vote for approval. If the conflict is not resolved by the Fund, the Proxy Group may refer the matter, along with the recommended course of action by the manager, if any, to an interdepartmental Proxy Review Committee (which may include portfolio managers and/or research analysts employed by the manager), 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 Fund. Where the Proxy Group or the Proxy Review Committee refers a matter to the Fund, it may rely upon the instructions of a representative of the Fund, such as the board or a committee of the board.
Where a material conflict of interest has been identified, but the items on which the managers 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 manager wishes to vote in opposition to the recommendations of an issuers management, the Proxy Group may defer to the vote recommendations of the manager rather than sending the proxy directly to the Fund for approval.
To avoid certain potential conflicts of interest, the manager will employ echo voting, if possible, in the following instances: (1) when the Fund invests in an underlying fund in reliance on any one of Sections
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12(d)(1)(E), (F), or (G) of the 1940 Act, the rules thereunder, or pursuant to any SEC exemptive orders; (2) when the Fund invests uninvested cash in affiliated money market funds pursuant to the rules under the 1940 Act or any exemptive orders thereunder (cash sweep arrangement); or (3) when required pursuant to the Funds 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 Funds shares.
The recommendation of management on any issue is a factor that the manager considers in determining how proxies should be voted. However, the investment manager does not consider recommendations from management to be determinative of the managers ultimate decision. As a matter of practice, the votes with respect to most issues are cast in accordance with the position of the companys management. Each issue, however, is considered on its own merits, and the investment manager will not support the position of the companys management in any situation where it deems that the ratification of managements position would adversely affect the investment merits of owning that companys shares.
Managers proxy voting policies and principles The investment manager has adopted general proxy voting guidelines, which are summarized below. These guidelines are not an exhaustive list of all the issues that may arise and the manager cannot anticipate all future situations. In all cases, each proxy will be considered based on the relevant facts and circumstances.
Board of directors. The 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. The manager will generally vote against management efforts to classify a board and will generally support proposals to declassify the board of directors. The 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, the investment manager will review this issue as well as proposals to restore or provide for cumulative voting on a case-by-case basis, taking into consideration factors such as the companys corporate governance guidelines or provisions and performance.
Ratification of auditors of portfolio companies. The investment manager will closely scrutinize the role and performance of auditors. On a case-by-case basis, the manager will examine proposals relating to non-audit relationships and non-audit fees. The 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.
Management and director compensation . A companys equity-based compensation plan should be in alignment with the shareholders long-term interests. The investment manager believes that executive compensation should be directly linked to the performance of the company. The investment manager evaluates plans on a case-by-case basis by considering several factors to determine whether the plan is fair and reasonable, including the RiskMetrics quantitative model utilized to assess such plans and/or the Glass Lewis evaluation of the plans. The 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. The 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 the investment manager will generally oppose golden parachutes that are considered to be excessive. The investment manager will normally support proposals that require a percentage of directors compensation to be in the form of common stock, as it aligns their interests with those of shareholders.
Anti-takeover mechanisms and related issues. The investment manager generally opposes anti-takeover measures since they tend to reduce shareholder rights. However, as with all proxy issues, the investment manager conducts an independent review of each anti-takeover proposal. On occasion, the investment
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manager may vote with management when the research analyst has concluded that the proposal is not onerous and would not harm the Fund or its shareholders interests. The investment manager generally supports proposals that require shareholder rights plans (poison pills) to be subject to a shareholder vote and will closely evaluate such plans on a case-by-case basis to determine whether or not they warrant support. In addition, the investment manager will generally vote against any proposal to issue stock that has unequal or subordinate voting rights. The manager generally opposes any supermajority voting requirements as well as the payment of greenmail. The investment manager generally supports fair price provisions and confidential voting.
Changes to capital structure. The investment manager realizes that a companys 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. The investment manager will review, on a case-by-case basis, proposals by companies to increase authorized shares and the purpose for the increase. The 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. The 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.
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. The 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. The investment manager will generally give management discretion with regard to social, environmental and ethical issues, although the investment manager may vote in favor of those that are believed to have significant economic benefits or implications for the Fund and its shareholders.
Global corporate governance. Many of the tenets discussed above are applied to the investment managers proxy voting decisions for international investments. However, the investment manager must be flexible in these instances and must be mindful of the varied market practices of each region.
The investment manager will attempt to process every proxy it receives for all domestic and foreign issuers. However, there may be situations in which the manager cannot process proxies, for example, where a meeting notice was received too late, or sell orders preclude the ability to vote. If a security is on loan, the investment manager may determine that it is not in the best interests of the Fund to recall the security for voting purposes. Also, the investment manager may abstain from voting under certain circumstances or vote against items such as Other Business when the investment manager is not given adequate information from the company.
Shareholders may view the complete Policies online at franklintempleton.com. Alternatively, shareholders may request copies of the Policies free of charge by calling the Proxy Group collect at (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. Copies of the Funds proxy voting records are available online at franklintempleton.com and posted on the SEC website at www.sec.gov . The proxy voting records are updated each year by August 31 to reflect the most recent 12-month period ended June 30.
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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, Gabelli Securities, Inc., and Teton Advisors, Inc. (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 clients 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 on an 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 issuers Board of Directors and not contrary to the Proxy Guidelines; (2) consistent with the recommendations of the issuers 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 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,
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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 the 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 clients 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 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.
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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.
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Operations |
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Proxy Department |
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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. | PROXIES OF CERTAIN NON-U.S. 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 depository. During the period in which the shares are held with a depository, 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. Absent a compelling reason to the contrary, the Advisers believe that the benefit to the client of exercising the vote is outweighed by the cost of voting and therefore, the Advisers will not typically vote the securities of non-U.S. issuers that require share-blocking.
In addition, voting proxies of issuers in non-US markets may also give rise to a number of administrative issues to prevent the Advisers from voting such proxies. For example, the Advisers may receive the notices for shareholder meetings without adequate time to consider the proposals in the proxy or after the cut-off date for voting. Other markets require the Advisers to provide local agents with power of attorney prior to implementing their respective voting instructions on the proxy. Although it is the Advisers policies to vote the proxies for its clients for which they have proxy voting authority, in the case of issuers in non-US markets, we vote client proxies on a best efforts basis.
V. | 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 they voted a clients proxy upon request from the client.
The complete voting records for each registered investment company (the Fund) that is managed by the Advisers will be filed on Form N-PX for the twelve months ended June 30th, no later than August 31st of each year. A description of the Funds proxy voting policies, procedures, and how the Fund voted proxies relating to portfolio securities is available without charge, upon request, by (i) calling 800-GABELLI (800-422-3554); (ii) writing to Gabelli Funds, LLC at One Corporate Center, Rye, NY 10580-1422; or (iii) visiting the SECs website at www.sec.gov. Question should we post the proxy voting records for the funds on the website.
The Advisers proxy voting records will be retained in compliance with Rule 204-2 under the Investment Advisers Act.
VI. | VOTING PROCEDURES |
1. | Custodian banks, outside brokerage firms and clearing firms are responsible for forwarding proxies directly to the Advisers. |
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Proxies are received in one of two forms:
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Shareholder Vote Instruction Forms (VIFs) - Issued by Broadridge Financial Solutions, Inc. (Broadridge). Broadridge is an outside service contracted by the various institutions to issue proxy materials. |
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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, electronically or manually, according to security. |
3. | 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.
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 the Adviser voted for the client on item
4. | VIFs 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. |
5. | If a proxy card or VIF is received too late to be voted in the conventional matter, every attempt is made to vote including: |
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When a solicitor has been retained, the solicitor is called. At the solicitors direction, the proxy is faxed. |
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In some circumstances VIFs can be faxed to Broadridge up until the time of the meeting. |
6. | In the case of a proxy contest, records are maintained for each opposing entity. |
7. | 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: |
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Banks and brokerage firms using the services at Broadridge: |
Broadridge is notified that we wish to vote in person. Broadridge issues individual legal proxies and sends them back via email or 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.
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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.
b) | The legal proxies are given to the person attending the meeting along with the limited power of attorney. |
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Appendix A
Proxy Guidelines
PROXY VOTING GUIDELINES
GENERAL POLICY STATEMENT
It is the policy of GAMCO Investors, Inc, and its affiliated advisers (collectively the Advisers) 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
BOARD OF DIRECTORS
We 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:
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Historical responsiveness to shareholders |
This may include such areas as:
-Paying greenmail
-Failure to adopt shareholder resolutions receiving a majority of shareholder votes
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Qualifications |
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Nominating committee in place |
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Number of outside directors on the board |
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Attendance at meetings |
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Overall performance |
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.
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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 boards 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:
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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
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Amount of stock currently authorized but not yet issued or reserved for stock option plans |
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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 shareholders 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.
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.
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EQUAL ACCESS TO THE PROXY
The SECs 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 executives 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.
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 mergers 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.
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In voting on this proposal for our non-ERISA clients, we will vote according to the clients 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 states takeover statutes. Example: Delaware law requires that a buyer must acquire at least 85% of the companys 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:
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State of Incorporation |
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Management history of responsiveness to shareholders |
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Other mitigating factors |
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 INCENTIVE PLANS
Director and Employee Stock incentive plans are an excellent way to attract, hold and motivate directors and employees. However, each incentive plan must be evaluated on its own merits, taking into consideration the following:
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Dilution of voting power or earnings per share by more than 10%. |
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Kind of stock to be awarded, to whom, when and how much. |
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Method of payment. |
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Amount of stock already authorized but not yet issued under existing stock plans. |
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The successful steps taken by management to maximize shareholder value. |
SUPERMAJORITY VOTE REQUIREMENTS
Supermajority vote requirements in a companys 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
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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.
SAY ON PAY AND SAY WHEN ON PAY
We will generally abstain from advisory votes on executive compensation (Say on Pay) and will also abstain from advisory votes on the frequency of voting on executive compensation (Say When on Pay) and will also abstain on advisory votes relating to extraordinary transaction executive compensation (Say on Golden Parachutes). In those instances when we believe that it is in our clients best interest, we may cast a vote for or against executive compensation and/or the frequency of votes on executive compensation and/or extraordinary transaction executive compensation advisory votes.
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HIRAYAMA INVESTMENTS, LLC
PROXY VOTING
Implementation Date: August 2008
Most Recent Amendment Date: November 30, 2011
Hirayama Investments is a sub-adviser to 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. WHV is responsible for voting proxies of its clients.
Hirayama Investments provides 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 is completed by WHV. The following is WHVs Proxy Voting Policy and Procedures.
It is the policy of WHV Investments (WHV) to vote proxies in the interest of maximizing value for WHVs 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.
Any general or specific proxy voting guidelines provided by an advisory client or its designated agent in writing will supersede this policy. Clients may wish to have their proxies voted by an independent third party or other named fiduciary or agent, at the clients cost.
WHVs proxy voting process is managed by a Proxy Committee which is composed of portfolio managers, security analysts and Operations staff.
WHV has retained Glass, Lewis & Co., LLC (voting agent) to assist in the coordination and voting of client proxies. Compliance is responsible for managing the relationship with the voting agent and for ensuring that all proxies are being properly voted and that the voting agent is retaining all of the appropriate proxy voting records.
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.
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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 our voting agent. 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 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. |
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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 agents 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. |
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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 clients written request for proxy voting records as well as our written response to any client request for such records. |
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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 clients 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. |
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Shares not voted . Our procedures are reasonably designed to assure that we vote every eligible share, however there are circumstances in which we may be unable to vote or may determine not to vote a proxy on behalf of one or more clients. These circumstances include: |
(a) | 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 shares subject to transaction restrictions. |
(b) | Still other countries require re-registration of shares to enter a proxy vote, effectively preventing exercise of investment discretion to sell shares for a substantial period of time. The same logic suggests that we not attempt to vote those shares. |
(c) | 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 documentation requirements and generally we have determined not to attempt to qualify our proxy votes for these shares. |
(d) | Lack of adequate information or untimely receipt of proxy materials from the issuer or other resolution sponsor may prevent analysis or entry of a vote by voting deadlines. |
(e) | Client securities lending programs may prevent us from voting proxies when the underlying securities have been lent out and are therefore unavailable to be voted. |
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Obtaining additional information . Clients may obtain a report showing how we voted their shares upon request. In addition, clients may also request a copy of our general Proxy Voting Policy statement and the WHV-specific Proxy Voting Guidelines used by our voting agent. |
General Voting Policy for 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 managers 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 decisions 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 accept the deal if they judge that their plans 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.
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Applicability of Guidelines for All Accounts
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.
Glass Lewis Subscription
WHV subscribes to 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 Glass Lewis analyses are thoroughly reviewed and considered in making a final voting decision, WHV does not consider recommendations from Glass Lewis to be determinative of WHVs ultimate decision. Below are a summary of Glass Lewiss general voting recommendations as well as WHVs custom policies if in conflict with Glass Lewiss general policies.
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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 |
ICAPs Proxy Committee, which includes the analyst who follows the company, 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, a subsidiary of MSCI (ISS) 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:
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a copy of our proxy voting policies and procedures; |
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a copy of all proxy statements received (ICAP may rely on a third party or the SECs EDGAR system to satisfy this requirement); |
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a record of each vote cast on behalf of a client (ICAP may rely on a third party to satisfy this requirement); |
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a copy of any document prepared by ICAP that was material to making a voting decision or that memorializes the basis for that decision; and |
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a copy of each written client request for information on how we voted proxies on the clients 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 proxy voting guidelines below 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 clients 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.
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
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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. Therefore, in situations where there is a conflict of interest, we will seek to resolve the conflict using one of the following:
1. | Vote the securities based on a pre-determined voting policy if the application of the policy to the matter is routine in nature; or |
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. |
In the event that a conflict still exists, ICAP will disclose the conflict to the client and obtain the clients 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 ICAP. 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.
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We generally support the election of directors that result in a board made up of a majority of independent directors. |
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We may withhold votes for non-independent directors who serve on the audit, compensation, and/or nominating committees of the board. |
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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. |
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We generally vote for proposals that seek to fix the size of the board |
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We view the election of a companys 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. |
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III. | Compensation |
We review all proposals relating to management and director compensation in light of the companys 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.
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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.
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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. |
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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.
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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 clients interests, to impose our own standards on others. Therefore, we will normally support managements 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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INVESCO
I.2. PROXY POLICIES AND PROCEDURES
The following policies and procedures apply to certain funds and other accounts managed by Invesco Advisers, Inc. (Invesco).
A. POLICY STATEMENT
Introduction
Our Belief
The Invesco Funds Boards of Trustees and Invescos investment professionals expect a high standard of corporate governance from the companies in our portfolios so that Invesco may fulfill its fiduciary obligation to our fund shareholders and other account holders. Well governed companies are characterized by a primary focus on the interests of shareholders, accountable boards of directors, ample transparency in financial disclosure, performance-driven cultures and appropriate consideration of all stakeholders. Invesco believes well governed companies create greater shareholder wealth over the long term than poorly governed companies, so we endeavor to vote in a manner that increases the value of our investments and fosters good governance within our portfolio companies.
In determining how to vote proxy issues, Invesco considers the probable business consequences of each issue and votes in a manner designed to protect and enhance fund shareholders and other account holders interests. Our voting decisions are intended to enhance each companys total shareholder value over Invescos typical investment horizon.
Proxy voting is an integral part of Invescos investment process. We believe that the right to vote proxies should be managed with the same care as all other elements of the investment process. The objective of Invescos proxy-voting activity is to promote good governance and advance the economic interests of our clients. At no time will Invesco exercise its voting power to advance its own commercial interests, to pursue a social or political cause that is unrelated to our clients economic interests, or to favor a particular client or business relationship to the detriment of others.
B. OPERATING PROCEDURES AND RESPONSIBLE PARTIES
Proxy administration
The Invesco Retail Proxy Committee (the Proxy Committee) consists of members representing Invescos Investments, Legal and Compliance departments. Invescos Proxy Voting Guidelines (the Guidelines) are revised annually by the Proxy Committee, and are approved by the Invesco Funds Boards of Trustees. The Proxy Committee implements the Guidelines and oversees proxy voting.
The Proxy Committee has retained outside experts to assist with the analysis and voting of proxy issues. In addition to the advice offered by these experts, Invesco uses information gathered from our own research, company managements, Invescos portfolio managers and outside shareholder groups to reach our voting decisions.
Generally speaking, Invescos investment-research process leads us to invest in companies led by management teams we believe have the ability to conceive and execute strategies to outperform their competitors. We select companies for investment based in large part on our assessment of their management teams ability to create shareholder wealth. Therefore, in formulating our proxy-voting decisions, Invesco gives proper consideration to the recommendations of a companys Board of Directors.
Important principles underlying the Invesco Proxy Voting Guidelines
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I. | Accountability |
Management teams of companies are accountable to their boards of directors, and directors of publicly held companies are accountable to their shareholders. Invesco endeavors to vote the proxies of its portfolio companies in a manner that will reinforce the notion of a boards accountability to its shareholders. Consequently, Invesco votes against any actions that would impair the rights of shareholders or would reduce shareholders influence over the board or over management.
The following are specific voting issues that illustrate how Invesco applies this principle of accountability.
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Elections of directors. In uncontested director elections for companies that do not have a controlling shareholder, Invesco votes in favor of slates if they are comprised of at least a majority of independent directors and if the boards key committees are fully independent. Key committees include the Audit, Compensation and Governance or Nominating Committees. Invescos standard of independence excludes directors who, in addition to the directorship, have any material business or family relationships with the companies they serve. |
Contested director elections are evaluated on a case-by-case basis and are decided within the context of Invescos investment thesis on a company.
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Director performance. Invesco withholds votes from directors who exhibit a lack of accountability to shareholders, either through their level of attendance at meetings or by enacting egregious corporate-governance or other policies. In cases of material financial restatements, accounting fraud, habitually late filings, adopting shareholder rights plan (poison pills) without shareholder approval, or other areas of poor performance, Invesco may withhold votes from some or all of a companys directors. In situations where directors performance is a concern, Invesco may also support shareholder proposals to take corrective actions such as so-called clawback provisions. |
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Auditors and Audit Committee members. Invesco believes a companys Audit Committee has a high degree of responsibility to shareholders in matters of financial disclosure, integrity of the financial statements and effectiveness of a companys internal controls. Independence, experience and financial expertise are critical elements of a well-functioning Audit Committee. When electing directors who are members of a companys Audit Committee, or when ratifying a companys auditors, Invesco considers the past performance of the Committee and holds its members accountable for the quality of the companys financial statements and reports. |
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Majority standard in director elections. The right to elect directors is the single most important mechanism shareholders have to promote accountability. Invesco supports the nascent effort to reform the U.S. convention of electing directors, and votes in favor of proposals to elect directors by a majority vote. |
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Classified boards. Invesco supports proposals to elect directors annually instead of electing them to staggered multi-year terms because annual elections increase a boards level of accountability to its shareholders. |
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Supermajority voting requirements. Unless proscribed by law in the state of incorporation, Invesco votes against actions that would impose any supermajority voting requirement, and supports actions to dismantle existing supermajority requirements. |
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Responsiveness. Invesco withholds votes from directors who do not adequately respond to shareholder proposals that were approved by a majority of votes cast the prior year. |
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Cumulative voting. The practice of cumulative voting can enable minority shareholders to have representation on a companys board. Invesco supports proposals to institute the practice of cumulative voting at companies whose overall corporate-governance standards indicate a particular need to protect the interests of minority shareholders. |
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Shareholder access. On business matters with potential financial consequences, Invesco votes in favor of proposals that would increase shareholders opportunities to express their views to boards of directors, proposals that would lower barriers to shareholder action and proposals to promote the adoption of generally accepted best practices in corporate governance. |
II. | INCENTIVES |
Invesco believes properly constructed compensation plans that include equity ownership are effective in creating incentives that induce managements and employees of our portfolio companies to create greater shareholder wealth. Invesco supports equity compensation plans that promote the proper alignment of incentives, and votes against plans that are overly dilutive to existing shareholders, plans that contain objectionable structural features, and plans that appear likely to reduce the value of an accounts investment.
Following are specific voting issues that illustrate how Invesco evaluates incentive plans.
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Executive compensation. Invesco evaluates compensation plans for executives within the context of the companys performance under the executives tenure. Invesco believes independent compensation committees are best positioned to craft executive-compensation plans that are suitable for their company-specific circumstances. We view the election of those independent compensation committee members as the appropriate mechanism for shareholders to express their approval or disapproval of a companys compensation practices. Therefore, Invesco generally does not support shareholder proposals to limit or eliminate certain forms of executive compensation. In the interest of reinforcing the notion of a compensation committees accountability to shareholders, Invesco supports proposals requesting that companies subject each years compensation record to an advisory shareholder vote, or so-called say on pay proposals. |
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Equity-based compensation plans. When voting to approve or reject equity-based compensation plans, Invesco compares the total estimated cost of the plans, including stock options and restricted stock, against a carefully selected peer group and uses multiple performance metrics that help us determine whether the incentive structures in place are creating genuine shareholder wealth. Regardless of a plans estimated cost relative to its peer group, Invesco votes against plans that contain structural features that would impair the alignment of incentives between shareholders and management. Such features include the ability to reprice or reload options without shareholder approval, the ability to issue options below the stocks current market price, or the ability to automatically replenish shares without shareholder approval. |
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Employee stock-purchase plans. Invesco supports employee stock-purchase plans that are reasonably designed to provide proper incentives to a broad base of employees, provided that the price at which employees may acquire stock is at most a 15 percent discount from the market price. |
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Severance agreements. Invesco generally votes in favor of proposals requiring advisory shareholder ratification of executives severance agreements. However, we oppose proposals requiring such agreements to be ratified by shareholders in advance of their adoption. |
III. | CAPITALIZATION |
Examples of management proposals related to a companys capital structure include authorizing or issuing additional equity capital, repurchasing outstanding stock, or enacting a stock split or reverse stock split. On requests for additional capital stock, Invesco analyzes the companys stated reasons for the request. Except where the request could adversely affect the funds ownership stake or voting rights, Invesco generally supports a boards decisions on its needs for additional capital stock. Some
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capitalization proposals require a case-by-case analysis within the context of Invescos investment thesis on a company. Examples of such proposals include authorizing common or preferred stock with special voting rights, or issuing additional stock in connection with an acquisition.
IV. | MERGERS, ACQUISITIONS AND OTHER CORPORATE ACTIONS |
Issuers occasionally require shareholder approval to engage in certain corporate actions such as mergers, acquisitions, name changes, dissolutions, reorganizations, divestitures and reincorporations. Invesco analyzes these proposals within the context of our investment thesis on the company, and determines its vote on a case-by-case basis.
V. | ANTI-TAKEOVER MEASURES |
Practices designed to protect a company from unsolicited bids can adversely affect shareholder value and voting rights, and they create conflicts of interests among directors, management and shareholders. Except under special issuer-specific circumstances, Invesco votes to reduce or eliminate such measures. These measures include adopting or renewing poison pills, requiring supermajority voting on certain corporate actions, classifying the election of directors instead of electing each director to an annual term, or creating separate classes of common or preferred stock with special voting rights. Invesco generally votes against management proposals to impose these types of measures, and generally votes for shareholder proposals designed to reduce such measures. Invesco supports shareholder proposals directing companies to subject their anti-takeover provisions to a shareholder vote.
VI. | SHAREHOLDER PROPOSALS ON CORPORATE GOVERNANCE |
Invesco generally votes for shareholder proposals that are designed to protect shareholder rights if a companys corporate-governance standards indicate that such additional protections are warranted.
VII. | SHAREHOLDER PROPOSALS ON SOCIAL RESPONSIBILITY |
The potential costs and economic benefits of shareholder proposals seeking to amend a companys practices for social reasons are difficult to assess. Analyzing the costs and economic benefits of these proposals is highly subjective and does not fit readily within our framework of voting to create greater shareholder wealth over Invescos typical investment horizon. Therefore, Invesco abstains from voting on shareholder proposals deemed to be of a purely social, political or moral nature.
VIII. | ROUTINE BUSINESS MATTERS |
Routine business matters rarely have a potentially material effect on the economic prospects of fund holdings, so we generally support the boards discretion on these items. However, Invesco votes against proposals where there is insufficient information to make a decision about the nature of the proposal. Similarly, Invesco votes against proposals to conduct other unidentified business at shareholder meetings.
Summary
These Guidelines provide an important framework for making proxy-voting decisions, and should give fund shareholders and other account holders insight into the factors driving Invescos decisions. The Guidelines cannot address all potential proxy issues, however. Decisions on specific issues must be made within the context of these Guidelines and within the context of the investment thesis of the funds and other accounts that own the companys stock. Where a different investment thesis is held by portfolio managers who may hold stocks in common, Invesco may vote the shares held on a fund-by-fund or account-by-account basis.
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Exceptions
In certain circumstances, Invesco may refrain from voting where the economic cost of voting a companys proxy exceeds any anticipated benefits of that proxy proposal.
Share-lending programs
One reason that some portion of Invescos position in a particular security might not be voted is the securities lending program. When securities are out on loan and earning fees for the lending fund, they are transferred into the borrowers name. Any proxies during the period of the loan are voted by the borrower. The lending fund would have to terminate the loan to vote the companys proxy, an action that is not generally in the best economic interest of fund shareholders. However, whenever Invesco determines that the benefit to shareholders or other account holders of voting a particular proxy outweighs the revenue lost by terminating the loan, we recall the securities for the purpose of voting the funds full position.
Share-blocking
Another example of a situation where Invesco may be unable to vote is in countries where the exercise of voting rights requires the fund to submit to short-term trading restrictions, a practice known as share-blocking. Invesco generally refrains from voting proxies in share-blocking countries unless the portfolio manager determines that the benefit to fund shareholders and other account holders of voting a specific proxy outweighs the funds or other accounts temporary inability to sell the security.
International constraints
An additional concern that sometimes precludes our voting non-U.S. proxies is our inability to receive proxy materials with enough time and enough information to make a voting decision. In the great majority of instances, however, we are able to vote non-U.S. proxies successfully. It is important to note that Invesco makes voting decisions for non-U.S. issuers using these Guidelines as our framework, but also takes into account the corporate-governance standards, regulatory environment and generally accepted best practices of the local market.
Exceptions to these Guidelines
Invesco retains the flexibility to accommodate company-specific situations where strictly adhering to the Guidelines would lead to a vote that the Proxy Committee deems not to be in the best interest of the funds shareholders and other account holders. In these situations, the Proxy Committee will vote the proxy in the manner deemed to be in the best interest of the funds shareholders and other account holders, and will promptly inform the funds Boards of Trustees of such vote and the circumstances surrounding it.
Resolving potential conflicts of interest
A potential conflict of interest arises when Invesco votes a proxy for an issuer with which it also maintains a material business relationship. Examples could include issuers that are distributors of Invescos products, or issuers that employ Invesco to manage portions of their retirement plans or treasury accounts. Invesco reviews each proxy proposal to assess the extent, if any, to which there may be a material conflict between the interests of the fund shareholders or other account holders and Invesco.
Invesco takes reasonable measures to determine whether a potential conflict may exist. A potential conflict is deemed to exist only if one or more of the Proxy Committee members actually knew or should have known of the potential conflict.
If a material potential conflict is deemed to exist, Invesco may resolve the potential conflict in one of the following ways: (1) if the proposal that gives rise to the potential conflict is specifically addressed by the
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Guidelines, Invesco may vote the proxy in accordance with the predetermined Guidelines; (2) Invesco may engage an independent third party to determine how the proxy should be voted; or (3) Invesco may establish an ethical wall or other informational barrier between the persons involved in the potential conflict and the persons making the proxy-voting decision in order to insulate the potential conflict from the decision makers.
Because the Guidelines are pre-determined and crafted to be in the best economic interest of shareholders and other account holders, applying the Guidelines to vote client proxies should, in most instances, adequately resolve any potential conflict of interest. As an additional safeguard against potential conflicts, persons from Invescos marketing, distribution and other customer-facing functions are precluded from becoming members of the Proxy Committee.
On a quarterly basis, the Invesco Funds Boards of Trustees review a report from Invescos Internal Compliance Controls Committee. The report contains a list of all known material business relationships that Invesco maintains with publicly traded issuers. That list is cross-referenced with the list of proxies voted over the period. If there are any instances where Invescos voting pattern on the proxies of its material business partners is inconsistent with its voting pattern on all other issuers, they are brought before the Trustees and explained by the Chairman of the Proxy Committee.
Personal conflicts of interest. If any member of the Proxy Committee has a personal conflict of interest with respect to a company or an issue presented for voting, that Proxy Committee member will inform the Proxy Committee of such conflict and will abstain from voting on that company or issue.
Funds of funds . Some Invesco Funds offering diversified asset allocation within one investment vehicle own shares in other Invesco Funds. A potential conflict of interest could arise if an underlying Invesco Fund has a shareholder meeting with any proxy issues to be voted on, because Invescos asset-allocation funds or target-maturity funds may be large shareholders of the underlying fund. In order to avoid any potential for a conflict, the asset-allocation funds and target maturity funds vote their shares in the same proportion as the votes of the external shareholders of the underlying fund.
C. RECORDKEEPING
Records are maintained in accordance with Invescos Recordkeeping Policy.
Policies and Vote Disclosure
A copy of these Guidelines and the voting record of each Invesco Fund are available on our web site, www.invesco.com . In accordance with Securities and Exchange Commission regulations, all funds file a record of all proxy-voting activity for the prior 12 months ending June 30th. That filing is made on or before August 31st of each year.
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Global Proxy Voting
Procedures and Guidelines
For North America
2010 Edition
April 1, 2010
TABLE OF CONTENTSNORTH AMERICA
Part I: |
JPMorgan Asset Management Global Proxy-Voting Procedures | |||||
A. Objective | D-108 | |||||
B. Proxy Committee | D-108 | |||||
C. The Proxy Voting Process | D-108 | |||||
D. Material Conflicts of Interest | D-110 | |||||
E. Escalation of Material Conflicts of Interest | D-110 | |||||
F. Recordkeeping | D-111 | |||||
Exhibit A | D-111 | |||||
Part II: | JPMorgan Asset Management Proxy-Voting Guidelines | |||||
A. North America | D-112-D-127 | |||||
D-112-D-113 | ||||||
Guidelines | D-114-D-127 |
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Part I: JPMorgan Asset Management Global Proxy Voting Procedures
A. | Objective |
As an investment adviser within JPMorgan Asset Management, each of the entities listed on Exhibit A attached hereto (each referred to individually as a JPMAM Entity and collectively as JPMAM) may be granted by its clients the authority to vote the proxies of the securities held in client portfolios. In such cases, JPMAM's objective is to vote proxies in the best interests of its clients. To further that objective, JPMAM adopted these Procedures. 1
These Procedures incorporate detailed guidelines for voting proxies on specific types of issues (the Guidelines). The Guidelines have been developed and approved by the relevant Proxy Committee (as defined below) with the objective of encouraging corporate action that enhances shareholder value. Because proxy proposals and individual company facts and circumstances may vary, JPMAM may not always vote proxies in accordance with the Guidelines.
B. | Proxy Committee |
To oversee the proxy-voting process on an ongoing basis, a Proxy Committee has been established for each global location where proxy-voting decisions are made. Each Proxy Committee is composed of a Proxy Administrator (as defined below) and senior officers from among the Investment, Legal, Compliance and Risk Management Departments. The primary functions of each Proxy Committee are to periodically review general proxy-voting matters; to determine the independence of any third-party vendor which it has delegated proxy voting responsibilities and to conclude that there are no conflicts of interest that would prevent such vendor from providing such proxy voting services prior to delegating proxy responsibilities; review and approve the Guidelines annually; and provide advice and recommendations on general proxy-voting matters as well as on specific voting issues to be implemented by the relevant JPMAM Entity. The Proxy Committee may delegate certain of its responsibilities to subgroups composed of Proxy Committee members. The Proxy Committee meets at least semi-annually, or more frequently as circumstances dictate.
C. | The Proxy Voting Process |
JPMAM investment professionals monitor the corporate actions of the companies held in their clients portfolios. To assist JPMAM investment professionals with public companies proxy voting proposals, a JPMAM Entity may, but shall not be obligated to, retain the services of an independent proxy voting service (Independent Voting Service). The Independent Voting Service is assigned responsibility for various functions, which may include one or more of the following: coordinating with client custodians to ensure that all proxy materials are processed in a timely fashion; providing JPMAM with a comprehensive analysis of each proxy proposal and providing JPMAM with recommendations on how to vote each proxy proposal based on the Guidelines or, where no Guideline exists or where the Guidelines require a case-by-case analysis, on the Independent Voting Services analysis; and executing the voting of the proxies in accordance with Guidelines and its recommendation, except when a recommendation is overridden by JPMAM, as described below. If those functions are not assigned to an Independent
1. | Proxies for the JPMorgan Value Opportunities Fund are voted in accordance with the Washington Management Groups proxy voting policies and not the policies of JPMAM. The Undiscovered Managers Behavioral Growth Fund, and Undiscovered Managers Behavorial Value Fund, the JPMorgan Access Growth Fund and the JPMorgan Access Balanced Fund vote proxies in accordance with the voting policies of their subadvisers and not the policies of JPMAM. |
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Voting Service, they are performed or coordinated by a Proxy Administrator (as defined below). The Proxy Voting Committee has adopted procedures to identify significant proxies and to recall shares on loan. 2
Situations often arise in which more than one JPMAM client invests in the same company or in which a single client may invest in the same company but in multiple accounts. In those situations, two or more clients, or one client with different accounts, may be invested in strategies having different investment objectives, investment styles, or portfolio managers. As a result, JPMAM may cast different votes on behalf of different clients or on behalf of the same client with different accounts.
Each JPMAM Entity appoints a JPMAM professional to act as a proxy administrator (Proxy Administrator) for each global location of such entity where proxy-voting decisions are made. The Proxy Administrators are charged with oversight of these Procedures and the entire proxy-voting process. Their duties, in the event an Independent Voting Service is retained, include the following: evaluating the quality of services provided by the Independent Voting Service; escalating proposals identified by the Independent Voting Service as non-routine, but for which a Guideline exists (including, but not limited to, compensation plans, anti-takeover proposals, reincorporation, mergers, acquisitions and proxy-voting contests) to the attention of the appropriate investment professionals and confirming the Independent Voting Services recommendation with the appropriate JPMAM investment professional (documentation of those confirmations will be retained by the appropriate Proxy Administrator); escalating proposals identified by the Independent Voting Service as not being covered by the Guidelines (including proposals requiring a case-by-case determination under the Guidelines) to the appropriate investment professional and obtaining a recommendation with respect thereto; reviewing recommendations of JPMAM investment professionals with respect to proposals not covered by the Guidelines (including proposals requiring a case-by-case determination under the Guidelines) or to override the Guidelines (collectively, Overrides); referring investment considerations regarding Overrides to the Proxy Committee, if necessary; determining, in the case of Overrides, whether a material conflict, as described below, exists; escalating material conflicts to the Proxy Committee; and maintaining the records required by these Procedures.
In the event investment professionals are charged with recommending how to vote the proxies, the Proxy Administrators duties include the following: reviewing recommendations of investment professionals with respect to Overrides; referring investment considerations regarding such Overrides to the Proxy Committee, if necessary; determining, in the case of such Overrides, whether a material conflict, as described below, exists; escalating material conflicts to the Proxy Committee; and maintaining the records required by these Procedures.
In the event a JPMAM investment professional makes a recommendation in connection with an Override, the investment professional must provide the appropriate Proxy Administrator with a written certification (Certification) which shall contain an analysis supporting his or her recommendation and a certification that he or she (A) received no communication in regard to the proxy that would violate either the J.P. Morgan Chase (JPMC) Safeguard Policy (as defined below) or written policy on information barriers, or received any communication in connection with the proxy solicitation or otherwise that would suggest the existence of an actual or potential conflict between JPMAMS interests and that of its clients and (B) was not aware of any personal or other relationship that could present an actual or potential conflict of interest with the clients interests.
2 | The Proxy Voting Committee may determine: (a) not to recall securities on loan if, in its judgment, the negative consequences to clients of recalling the loaned securities would outweigh the benefits of voting in the particular instance or (b) not to vote certain foreign securities positions if, in its judgment, the expense and administrative inconvenience or other burdens outweigh the benefits to clients of voting the securities. |
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D. | Material Conflicts of Interest |
The U.S. Investment Advisers Act of 1940 requires that the proxy-voting procedures adopted and implemented by a U.S. investment adviser include procedures that address material conflicts of interest that may arise between the investment advisers interests and those of its clients. To address such material potential conflicts of interest, JPMAM relies on certain policies and procedures. In order to maintain the integrity and independence of JPMAMs investment processes and decisions, including proxy-voting decisions, and to protect JPMAMs decisions from influences that could lead to a vote other than in its clients best interests, JPMC (including JPMAM) adopted a Safeguard Policy, and established formal informational barriers designed to restrict the flow of information from JPMC's securities, lending, investment banking and other divisions to JPMAM investment professionals. The information barriers include, where appropriate: computer firewalls; the establishment of separate legal entities; and the physical separation of employees from separate business divisions. Material conflicts of interest are further avoided by voting in accordance with JPMAMs predetermined Guidelines. When an Override occurs, any potential material conflict of interest that may exist is analyzed in the process outlined in these Procedures.
Examples of such material conflicts of interest that could arise include circumstances in which:
(i) management of a JPMAM investment management client or prospective client, distributor or prospective distributor of its investment management products, or critical vendor, is soliciting proxies and failure to vote in favor of management may harm JPMAM's relationship with such company and materially impact JPMAM's business; or (ii) a personal relationship between a JPMAM officer and management of a company or other proponent of a proxy proposal could impact JPMAMs voting decision.
E. | Escalation of Material Conflicts of Interest |
When an Override occurs, the investment professional must complete the Certification and the Proxy Administrator will review the circumstances surrounding such Certification. When a potential material conflict of interest has been identified, the Proxy Administrator, in consultation with a subgroup of the Proxy Committee, will evaluate the potential conflict and determine whether an actual material conflict of interest exists. That subgroup shall include a Proxy Committee member from the Investment Department and one or more Proxy Committee members from the Legal, Compliance or Risk Management Departments. In the event that the Proxy Administrator and the subgroup of the Proxy Committee determine that an actual material conflict of interest exists, they shall make a recommendation on how the relevant JPMAM Entity shall vote the proxy. Sales and marketing professionals will be precluded from participating in the decision-making process.
Depending upon the nature of the material conflict of interest, JPMAM, in the course of addressing the material conflict, may elect to take one or more of the following measures, or other appropriate action:
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removing certain JPMAM personnel from the proxy voting process; |
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walling off personnel with knowledge of the material conflict to ensure that such personnel do not influence the relevant proxy vote; |
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voting in accordance with the applicable Guidelines, if any, if the application of the Guidelines would objectively result in the casting of a proxy vote in a predetermined manner; or |
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deferring the vote to the Independent Voting Service, if any, which will vote in accordance with its own recommendation. |
The resolution of all potential and actual material conflict issues will be documented in order to demonstrate that JPMAM acted in the best interests of its clients.
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F. | Recordkeeping |
JPMAM is required to maintain in an easily accessible place for seven (7) years all records relating to the proxy voting process. Those records include the following:
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a copy of the JPMAM Proxy Voting Procedures and Guidelines; |
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a copy of each proxy statement received on behalf of JPMAM clients; |
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a record of each vote cast on behalf of JPMAM client holdings; |
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a copy of all documents created by JPMAM personnel that were material to making a decision on the voting of client securities or that memorialize the basis of the decision; |
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a copy of the documentation of all dialogue with issuers and JPMAM personnel created by JPMAM personnel prior to the voting of client securities; and |
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a copy of each written request by a client for information on how JPMAM voted proxies on behalf of the client, as well as a copy of any written response by JPMAM to any request by a JPMAM client for information on how JPMAM voted proxies on behalf of our client. |
It should be noted that JPMAM reserves the right to use the services of the Independent Voting Service to maintain certain required records in accordance with all applicable regulations.
JPMorgan Chase Bank , NA
J.P. Morgan Asset Management (UK) Limited
J.P. Morgan Investment Management Inc.
JF Asset
JF Asset Management (Singapore) Limited
JF International Management Inc.
Security Capital Research & Management Incorporated
Bear Stearns Asset management
Part II: Proxy Voting Guidelines
JPMAM is a global asset management organization with the capabilities to invest in securities of issuers located around the globe. Because the regulatory framework and the business cultures and practices vary from region to region, our proxy voting guidelines have been customized for each region to take into account such variations.
JPMAM currently has four sets of proxy voting guidelines covering 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 these 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, each JPMAM Entity will apply the guidelines of the region in which the issuer of such security is organized.
In March 2007, JPMAM signed the Principles for Responsible Investment, an initiative of the UN Secretary-General.
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Part II.A: North America Proxy Voting
Part II.A: North America Guidelines Table of Contents
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Part II.A: North America Guidelines
1. | Uncontested Director Elections |
Votes on director nominees should be made on a case-by-case (for) basis. Votes generally will be WITHHELD from directors who:
1) attend less than 75 percent of the board and committee meetings without a valid excuse for the absences; or
2) adopt or renew 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, do 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 recommendation for this issue.
3) are inside or affiliated outside directors and sit on the audit, compensation, or nominating committees; or
4) ignore a shareholder proposal that is approved by a i) majority of the shares outstanding, or ii) majority of the votes cast for two consecutive years; or
5) are inside or affiliated outside directors and the full board serves as the audit, compensation, or nominating committee or the company does not have one of these committees; or
6) WITHHOLD votes from insiders and affiliated outsiders on boards that are not at least majority independent; or
7) WITHHOLDING from directors who are CEOs of publicly-traded companies who serve on more than three public boards and all other directors who serve on more than four public company boards.
8) WITHHOLD votes from compensation committee members where there is a pay-for performance disconnect for Russell 3000 companies. (See 9a Stock-Based Incentive Plans, last
paragraph). WITHHOLD votes from compensation committee members if the company does not submit one-time transferable stock options to shareholders for approval.
9) WITHHOLD votes from audit committee members in circumstances in which there is evidence (such as audit reports or reports mandated under the Sarbanes Oxley Act) that there exists material weaknesses in the companys internal controls.
10) WITHHOLD votes from compensation committee members who were present at the time of the grant of backdated options or options the pricing or the timing of which we believe may have been manipulated to provide additional benefits to executives.
11) Vote case by case for shareholder proposals requesting companies to amend their bylaws in order to create access to the proxy so as to nominate candidates for directors.
We recognize the importance of shareholder access to the ballot process as a means to ensure that boards do not become self-perpetuating and self-serving. However, we are also aware that some proposals may promote certain interest groups and could be disruptive to the nomination process.
Special attention will be paid to companies that display a chronic lack of shareholder accountability.
2. | Proxy Contests |
2a. | Election of Directors |
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 subject company relative to its industry;
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managements 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; and stock ownership positions.
2b. | Reimburse Proxy Solicitation Expenses |
Decisions to provide full reimbursement for dissidents waging a proxy contest should be made on a case-by-case basis.
3. | Ratification of Auditors |
Vote for proposals to ratify auditors, unless an 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 that is neither accurate nor indicative of the companys financial position.
Generally vote against auditor ratification and withhold votes from Audit Committee members if non-audit fees exceed audit fees.
Vote case-by-case on auditor Rotation Proposals: tenure of Audit Firm; establishment and disclosure of a renewal process whereby the auditor is regularly evaluated for both audit quality and competitive price; length of the rotation period advocated in the proposal; significant audit related issues; and number of annual Audit Committee meetings held and the number of financial experts that serve on the Audit Committee.
Generally vote against auditor indemnification and limitation of liability; however we recognize there may be situations where indemnification and limitations on liability may be appropriate.
4. | Proxy Contest Defenses |
4a. | Board Structure: Staggered vs. Annual Elections |
Proposals regarding classified boards will be voted on a case-by-case basis. Classified boards normally will be supported if the companys governing documents contain each of the following provisions:
1) Majority of board composed of independent directors,
2) Nominating committee composed solely of independent directors,
3) Do not require more than a two-thirds shareholders vote to remove a director, revise any bylaw or revise any classified board provision,
4) Confidential voting (however, there may be a provision for suspending confidential voting during proxy contests),
5) Ability of shareholders to call special meeting or to act by written consent with 90 days notice,
6) Absence of superior voting rights for one or more classes of stock,
7) Board does not have the sole right to change the size of the board beyond a stated range that has been approved by shareholders, and
8) Absence of shareholder rights plan that can only be removed by the incumbent directors (dead-hand poison pill).
4b. | Shareholder Ability to Remove 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.
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Vote for proposals that permit shareholders to elect directors to fill board vacancies.
4c. | Cumulative Voting |
Cumulative voting proposals will be voted on a case-by-case basis. If there are other safeguards to ensure that shareholders have reasonable access and input into the process of nominating and electing directors, cumulative voting is not essential. Generally, a companys governing documents must contain the following provisions for us to vote against restoring or providing for cumulative voting:
1) Annually elected board,
2) Majority of board composed of independent directors,
3) Nominating committee composed solely of independent directors,
4) Confidential voting (however, there may be a provision for suspending confidential voting during proxy contests),
5) Ability of shareholders to call special meeting or to act by written consent with 90 days notice,
6) Absence of superior voting rights for one or more classes of stock,
7) Board does not have the sole right to change the size of the board beyond a stated range that has been approved by shareholders, and
8) Absence of shareholder rights plan that can only be removed by the incumbent directors (dead- hand poison pill).
4d. | Shareholder Ability to Call Special Meeting |
Vote against proposals to restrict or prohibit shareholder ability to call special meetings so long as the ability to call special meetings requires the affirmative vote of less than 15% of the shares outstanding. The ability to call special meetings enables shareholders to remove directors or initiate a shareholder resolution without having to wait for the next scheduled meeting,should require more than a de minimus number of shares to call the meeting and subject the company to the expense of a shareholder meeting.
Vote for proposals that remove restrictions on the right of shareholders to act independently of management.
4e. | Shareholder Ability to Act by Written Consent |
We generally vote for proposals to restrict or prohibit shareholder ability to take action by written consent. The requirement that all shareholders be given notice of a shareholders meeting and matters to be discussed therein seems to provide a reasonable protection of minority shareholder rights.
We generally vote against proposals to allow or facilitate shareholder action by written consent.
4f. | Shareholder Ability to Alter the Size of the Board |
Vote for proposals that seek to fix the size of the board.
Vote against proposals that give management the ability to alter the size of the board without shareholder approval.
5. | Tender Offer Defenses |
5a. | Poison Pills |
Vote for shareholder proposals that ask a company to submit its poison pill for shareholder ratification.
Review on a case-by-case basis shareholder proposals to redeem a companys poison pill. Studies indicate that companies with a rights plan secure higher premiums in hostile takeover situations.
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Review on a case-by-case basis management proposals to ratify a poison pill. We generally look for shareholder friendly features including a two- to three-year sunset provision, a permitted bid provision, a 20 percent or higher flip-in provision, and the absence of dead-hand features.
If the board refuses to redeem the pill 90 days after an offer is announced, ten percent of the shares may call a special meeting or seek a written consent to vote on rescinding the pill.
5b. | 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.
5c. | Greenmail |
Vote for proposals to adopt antigreenmail charter or bylaw amendments or otherwise restrict a companys ability to make greenmail payments.
5d. | Unequal Voting Rights |
Generally, vote against dual-class recapitalizations as they offer an effective way for a firm to thwart hostile takeovers by concentrating voting power in the hands of management or other insiders.
Vote for dual-class recapitalizations when the structure is designed to protect economic interests of investors.
5e. | Supermajority Shareholder Vote Requirement to Amend Charter or Bylaws |
Vote against management proposals to require a supermajority shareholder vote to approve charter and bylaw amendments. Supermajority provisions violate the principle that a simple majority of voting shares should be all that is necessary to effect change regarding a company.
Vote for shareholder proposals to lower supermajority shareholder vote requirements for charter and bylaw amendments.
5f. | Supermajority Shareholder Vote Requirement to Approve Mergers |
Vote against management proposals to require a supermajority shareholder vote to approve mergers and other significant business combinations. Supermajority provisions violate the principle that a simple majority of voting shares should be all that is necessary to effect change regarding a company.
Vote for shareholder proposals to lower supermajority shareholder vote requirements for mergers and other significant business combinations.
6. | Miscellaneous Board Provisions |
6a. | Separate Chairman and CEO Positions |
We will generally vote for proposals looking to separate the CEO and Chairman roles unless the company has governance structures in place that can satisfactorily counterbalance a combined chairman and CEO/president post. Such a structure should include most or all of the following:
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Designated lead director, appointed from the ranks of the independent board members with clearly delineated duties. At a minimum these should include: |
(1) Presides at all meetings of the board at which the chairman is not present, including executive sessions of the independent directors,
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(2) Serves as liaison between the chairman and the independent directors,
(3) Approves information sent to the board,
(4) Approves meeting agendas for the board,
(5) Approves meeting schedules to assure that there is sufficient time for discussion of all agenda items,
(6) Has the authority to call meetings of the independent directors, and
(7) If requested by major shareholders, ensures that he is available for consultation and direct communication;
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2/3 of independent board; |
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All-independent key committees; |
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Committee chairpersons nominated by the independent directors; |
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CEO performance is reviewed annually by a committee of outside directors; and |
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Established governance guidelines. |
Additionally, 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.
6b. | Lead Directors and Executive Sessions |
In cases where the CEO and Chairman roles are combined, we will vote for the appointment of a lead (non-insider) director and for regular executive sessions (board meetings taking place without the CEO/Chairman present).
6c. | Majority of Independent Directors |
We generally vote for proposals that call for the board to be composed of a majority of independent directors. We believe that a majority of independent directors can be an important factor in facilitating objective decision making and enhancing accountability to shareholders.
Vote for shareholder proposals requesting that the boards audit, compensation, and/or nominating committees include independent directors exclusively.
Generally vote for shareholder proposals asking for a 2/3 independent board.
6d. | Stock Ownership Requirements |
Vote for 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, so long as such minimum amount is not excessive or unreasonable.
6e. | Term of Office |
Vote against shareholder proposals to limit the tenure of outside directors. Term limits pose artificial and arbitrary impositions on the board and could harm shareholder interests by forcing experienced and knowledgeable directors off the board.
6f. | Director and Officer Indemnification and Liability Protection |
Proposals concerning director and officer indemnification and liability protection should be evaluated on a case-by-case basis.
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Vote against proposals to limit or eliminate director and officer liability for monetary damages for violating the relevant duty of care.
Vote against indemnification proposals that would expand coverage beyond legal expenses to acts, such as negligence, that are more serious violations of fiduciary obligations than mere carelessness.
Vote for proposals that provide such expanded coverage in cases when a directors or officers legal defense was unsuccessful only if: (1) the director was found to have acted in good faith and in a manner that he reasonably believed was in the companys best interests, and (2) the directors legal expenses would be covered.
6g. | Board Size |
Vote for proposals to limit the size of the board to 15 members.
6h. | Majority Vote Standard |
We would generally vote for proposals asking for the board to initiate the appropriate process to amend the companys governance documents (certificate of incorporation or bylaws) to provide that director nominees shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareholders. We would generally review on a case-by-case basis proposals that address alternative approaches to a majority vote requirement.
7. | Miscellaneous Governance Provisions |
7a. | Independent Nominating Committee |
Vote for the creation of an independent nominating committee.
7b. | Confidential Voting |
Vote for shareholder proposals requesting that companies 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 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.
Vote for management proposals to adopt confidential voting.
7c. | Equal Access |
Vote for shareholder proposals that would give significant company shareholders equal access to managements proxy material in order to evaluate and propose voting recommendations on proxy proposals and director nominees and to nominate their own candidates to the board.
7d. | Bundled Proposals |
Review on a case-by-case basis 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 where 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.
7e. | Charitable Contributions |
Vote against shareholder proposals regarding charitable contributions. In the absence of bad faith, self-dealing, or gross negligence, management should determine which contributions are in the best interests of the company.
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7f. | Date/Location of Meeting |
Vote against shareholder proposals to change the date or location of the shareholders meeting. No one site will meet the needs of all shareholders.
7g. | Include Nonmanagement Employees on Board |
Vote against shareholder proposals to include nonmanagement employees on the board. Constituency representation on the board is not supported, rather decisions are based on director qualifications.
7h. | Adjourn Meeting if Votes are Insufficient |
Vote for proposals to adjourn the meeting when votes are insufficient. Management has additional opportunities to present shareholders with information about its proposals.
7i. | Other Business |
Vote for proposals allowing shareholders to bring up other matters at shareholder meetings.
7j. | Disclosure of Shareholder Proponents |
Vote for shareholder proposals requesting that companies disclose the names of shareholder proponents. Shareholders may wish to contact the proponents of a shareholder proposal for additional information.
8. | Capital Structure |
8a. | Common Stock Authorization |
Review proposals to increase the number of shares of common stock authorized for issue on a case-by-case basis.
Vote against proposals to increase the number of authorized shares of a class of stock that has superior voting rights in companies that have dual-class capital structure.
8b. | Stock Distributions: Splits and Dividends |
Vote 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 given a companys industry and performance as measured by total shareholder returns.
8c. | Reverse Stock Splits |
Vote for management proposals to implement a reverse stock split that also reduces the number of authorized common shares to a level where the number of shares available for issuance is not excessive given a companys industry and performance in terms of shareholder returns.
Vote case-by-case on proposals to implement a reverse stock split that does not proportionately reduce the number of shares authorized for issue.
8d. | Blank Check Preferred Authorization |
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 blank check preferred stock in cases when the company expressly states that the stock will not be used as a takeover device.
Vote for proposals to authorize preferred stock in cases when the company specifies voting, dividend, conversion, and other rights of such stock and the terms of the preferred stock appear reasonable.
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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 companys industry and performance as measured by total shareholder returns.
8e. | Shareholder Proposals Regarding Blank Check Preferred Stock |
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.
8f. | Adjustments to Par Value of Common Stock |
Vote for management proposals to reduce the par value of common stock. The purpose of par value is to establish the maximum responsibility of a shareholder in the event that a company becomes insolvent.
8g. | Restructurings/Recapitalizations |
Review proposals to increase common and/or preferred shares and to issue shares as part of a debt restructuring plan or if the company is in danger of being delisted on a case-by-case basis. 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 Generally, approve proposals that facilitate debt restructurings unless there are clear signs of self-dealing or other abuses.
8h. | Share Repurchase Programs |
Vote for management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms.
8i. | Targeted Share Placements |
These shareholder proposals ask companies to seek stockholder approval before placing 10% or more of their voting stock with a single investor. The proposals are in reaction to the placement by various companies of a large block of their voting stock in an ESOP, parent capital fund or with a single friendly investor, with the aim of protecting themselves against a hostile tender offer. These proposals are voted on a case by case basis after reviewing the individual situation of the company receiving the proposal.
9. | Executive and Director Compensation |
9a. | Stock-based Incentive Plans |
Votes with respect to compensation plans should be determined on a case-by-case basis. The analysis of compensation plans focuses primarily on the transfer of shareholder wealth (the dollar cost of pay plans to shareholders). Other matters included in our analysis are the amount of the companys outstanding stock to be reserved for the award of stock options, whether the exercise price of an option is less than the stock's fair market value at the date of the grant of the options, and whether the plan provides for the exchange of outstanding options for new ones at lower exercise prices. Every award type is valued. An estimated dollar cost for the proposed plan and all continuing plans is derived. This cost, dilution to shareholders equity, will also be expressed as a percentage figure for the transfer of shareholder wealth and will be considered along with dilution to voting power.
Once the cost of the plan is estimated, it is compared to a company-specific dilution cap. The allowable cap is industry-specific, market cap-based, and pegged to the average amount paid by companies performing in the top quartile of their peer groupings. To determine allowable caps, companies are
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categorized according to standard industry code (SIC) groups. Top quartile performers for each group are identified on the basis of five-year total shareholder returns. Industry-specific cap equations are developed using regression analysis to determine those variables that have the strongest correlation to shareholder value transfer. Industry equations are used to determine a company-specific allowable cap; this is accomplished by plugging company specific data into the appropriate industry equation to reflect size, performance, and levels of cash compensation.
Votes are primarily determined by this quantitative analysis. If the proposed plan cost is above the allowable cap, an against vote is indicated. If the proposed cost is below the allowable cap, a vote for the plan is indicated unless the plan violates the repricing guidelines. If the company has a history of repricing options or has the express ability to reprice underwater stock options without first securing shareholder approval under the proposed plan, the plan receives an against voteeven in cases where the plan cost is considered acceptable based on the quantitative analysis.
We vote against equity plans that have high average three year burn rates, unless the company has publicly committed to reduce the burn rate to a rate that is comparable to its peer group (as determined by JPMAM). JPMAM defines high average three-year burn rate as the following: the companys most recent three-year burn rate exceeds one standard deviation by Russell 3000 index and non-Russell 3000 index; the companys most recent three-year burn rate exceeds two percent of common shares outstanding.
Review case by case stock based plans for companies which rely heavily upon stock for incentive compensation. These companies include high growth and financial services companies where threshhold tests fall within 5% of either threshold test (burn rate and /or shareholder transfer value tests).
9a. | Stock-based Incentive Plans |
For companies in the Russell 3000 we will generally vote against a plan and/or withhold from members of the compensation committee, when there is a disconnect between the CEOs pay and performance (an increase in pay and a decrease in performance), the main source for the pay increase is equity-based, and the CEO participates in the plan being voted on. Specifically, if the company has negative one- and three-year total shareholder returns, and its CEO also had an increase in total direct compensation from the prior year, it would signify a disconnect in pay and performance. If more than half of the increase in total direct compensation is attributable to the equity component, we would generally recommend against the equity plan in which the CEO participates.
9b. | Approval of Cash or Cash-and-Stock Bonus Plans |
Vote for cash or cash-and-stock bonus plans to exempt the compensation from limits on deductibility under the provisions of Section 162(m) of the Internal Revenue Code.
9c. | Shareholder Proposals to Limit Executive and Director Pay |
Generally, vote for shareholder proposals that seek additional disclosure of executive and director pay information.
Review on a case-by-case basis all other shareholder proposals that seek to limit executive and director pay.
Review on a case-by-case basis shareholder proposals for performance pay such as indexed or premium priced options if a company has a history of oversized awards and one-, two- and three-year returns below its peer group.
9d. | Say on Pay |
Vote for Say on Pay a non-binding advisory vote but vote against proposals which would require further shareholder say on compensation whereby shareholder influence would impede on one of the main duties of the board of directors of the company.
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9e. | Golden and Tin Parachutes |
Review on a case-by-case basis all proposals to ratify or cancel golden or tin parachutes. Favor golden parachutes that limit payouts to two times base salary, plus guaranteed retirement and other benefits.
Change-in-control payments should only be made when there is a significant change in company ownership structure, and when there is a loss of employment or substantial change in job duties associated with the change in company ownership structure (double-triggered). Change-in-control provisions should exclude excise tax gross-up and eliminate the acceleration of vesting of equity awards upon a change in control unless provided under a double-trigger scenario.
Generally vote case-by-case for proposals calling companies to adopt a policy of obtaining shareholder approval for any future agreements and corporate policies that could oblige the company to make payments or awards following the death of a senior executive in the form of unearned salary or bonuses, accelerated vesting or the continuation in force of unvested equity grants, perquisites and other payments or awards made in lieu of compensation. This would not apply to any benefit programs or equity plan proposals for which the broad-based employee population is eligible.
9f. | 401(k) Employee Benefit Plans |
Vote for proposals to implement a 401(k) savings plan for employees.
9g. | Employee Stock Purchase Plans |
Vote for qualified employee stock purchase plans with the following features: the purchase price is at least 85 percent of fair market value; the offering period is 27 months or less; and potential voting power dilution (shares allocated to the plan as a percentage of outstanding shares) is ten percent or less.
Vote for nonqualified employee stock purchase plans with the following features: broad-based participation (i.e., all employees of the company with the exclusion of individuals with five percent or more of beneficial ownership of the company); limits on employee contribution, which may be a fixed dollar amount or expressed as a percentage of base salary; company matching contribution up to 25 percent of the employees contribution, which is effectively a discount of 20 percent from market value; and no discount on the stock price on the date of purchase since there is a company matching contribution
9h. | Option Expensing |
Generally, vote for shareholder proposals to expense fixed-price options.
9i. | Option Repricing |
In most cases, we take a negative view of option repricings and will, therefore, generally vote against such proposals. We do, however, consider the granting of new options to be an acceptable alternative and will generally support such proposals.
9j. | Stock Holding Periods |
Generally vote against all proposals requiring executives to hold the stock received upon option exercise for a specific period of time.
9k. | Transferable Stock Options |
Review on a case-by-case basis proposals to grant transferable stock options or otherwise permit the transfer of outstanding stock options, including cost of proposal and alignment with shareholder interests.
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9l. | Recoup Bonuses |
Vote case-by-case on shareholder 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.
10. | Incorporation |
10a. | Reincorporation Outside of the United States |
Review on a case-by-case basis proposals to reincorporate the company outside of the U.S.
10b. | Voting on State 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, antigreenmail provisions, and disgorgement provisions).
10c. | Voting on Reincorporation Proposals |
Proposals to change a companys state of incorporation should be examined on a case-by-case basis. Review managements rationale for the proposal, changes to the charter/bylaws, and differences in the state laws governing the companies.
11. | Mergers and Corporate Restructurings |
11a. | Mergers and Acquisitions |
Votes on mergers and acquisitions should be considered on a case-by-case basis, taking into account factors including the following: anticipated financial and operating benefits; offer price (cost vs. premium); prospects of the combined companies; how the deal was negotiated; and changes in corporate governance and their impact on shareholder rights.
11b. | Nonfinancial Effects of a Merger or Acquisition |
Some companies have proposed a charter provision which specifies that the board of directors may examine the nonfinancial effect of a merger or acquisition on the company. This provision would allow the board to evaluate the impact a proposed change in control would have on employees, host communities, suppliers and/or others. We generally vote against proposals to adopt such charter provisions. We feel it is the directors' fiduciary duty to base decisions solely on the financial interests of the shareholders.
11c. | Corporate Restructuring |
Votes on corporate restructuring proposals, including minority squeezeouts, leveraged buyouts, going private proposals, spin-offs, liquidations, and asset sales, should be considered on a case-by-case basis.
11d. | Spin-offs |
Votes on spin-offs should be considered on a case-by-case basis depending on the tax and regulatory advantages, planned use of sale proceeds, market focus, and managerial incentives.
11e. | Asset Sales |
Votes on asset sales should be 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.
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11f. | Liquidations |
Votes on liquidations should be made on a case-by-case basis after reviewing managements efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation.
11g. | Appraisal Rights |
Vote for proposals to restore, or provide shareholders with, rights of appraisal. Rights of appraisal provide shareholders who are not satisfied with the terms of certain corporate transactions the right to demand a judicial review in order to determine a fair value for their shares.
11h. | Changing Corporate Name |
Vote for changing the corporate name.
12. | Social and Environmental Issues |
We believe that a companys environmental policies may have a long-term impact on the companys financial performance. We believe that good corporate governance policies should consider the impact of company operations on the environment and the cost of compliance with laws and regulations relating to environmental matters, physical damage to the environment (including the costs of clean-ups and repairs), consumer preferences and capital investments related to climate change. Furthermore, we believe that corporate shareholders have a legitimate need for information to enable them to evaluate the potential risks and opportunities that climate change and other environmental matters pose to the companys operations, sales and capital investments. Therefore, we generally encourage a level of reporting that is not unduly costly or burdensome, but which provides sufficient information to enable shareholders to evaluate the companys environmental policies and performance. At the same time, we recognize that, in some cases, a company may already be providing current, publicly-available information on the possible impact that climate change will have on the company, as well as associated policies and procedures that address the risks and opportunities to the company, or a shareholder proposal may seek a level of disclosure that exceeds that provided by the companys industry peers and that may put the company at a competitive disadvantage.
12a. | Energy and Environment |
Vote case-by-case on proposals that request companies to subscribe to the CERES Principles.
Vote for proposals that request companies to outline their preparedness to comply with the Kyoto Protocol.
Vote case-by-case on disclosure reports that seek additional information.
Vote case-by-case on proposals that request a report on greenhouse gas emissions from company operations and/or products.
Vote case-by-case on proposals that request a report on the impact of climate change on the companys operations and/or products.
Vote case-by-case on proposals seeking additional information on other environmental matters affecting the company, its operations and/or its products.
Vote case-by-case on proposals requesting a company report on its energy efficiency policies.
12b. | Military Business |
Vote case-by-case on defense issue proposals.
Vote case-by-case on disclosure reports that seek additional information on military-related operations.
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12c. | International Labor Organization Code of Conduct |
Vote case-by-case on proposals to endorse international labor organization code of conducts.
Vote case-by-case on disclosure reports that seek additional information on company activities in this area.
12d. | Promote Human Rights in China, Nigeria, the Sudan and Burma |
Vote case-by-case on proposals to promote human rights in countries such as China, Nigeria, the Sudan and Burma.
Vote case-by-case on disclosure reports that seek additional information on company activities regarding human rights.
12e. | World Debt Crisis |
Vote case-by-case on proposals dealing with third world debt.
Vote case-by-case on disclosure reports regarding company activities with respect to third world debt.
12f. | Equal Employment Opportunity and Discrimination |
Vote case-by-case on proposals regarding equal employment opportunities and discrimination.
Vote case-by-case on disclosure reports that seek additional information about affirmative action efforts, particularly when it appears that companies have been unresponsive to shareholder requests.
12g. | Animal Rights |
Vote case-by-case on proposals that deal with animal rights.
12h. | Product Integrity and Marketing |
Vote case-by-case on proposals that ask companies to end their production of legal, but socially questionable, products.
Vote case-by-case on disclosure reports that seek additional information regarding product integrity and marketing issues.
Vote case-by-case on resolutions requesting the disclosure and implementation of Internet privacy and censorship policies and procedures.
Vote case-by-case on proposals requesting the company to report on its policies, initiatives/procedures, oversight mechanisms related to toxic materials, including certain product line toxicities, and/or product safety in its supply chain.
12i. | Human Resources Issues |
Vote case-by-case on proposals regarding human resources issues.
Vote case-by-case on disclosure reports that seek additional information regarding human resources issues.
12j. | Link Executive Pay with Social and/or Environmental Criteria |
Vote case-by-case on proposals to link executive pay with the attainment of certain social and/or environmental criteria.
Vote case-by-case on disclosure reports that seek additional information regarding this issue.
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12k. | High Risk Markets |
Vote case-by-case on requests for the company to review and report on the financial and reputation risks associated with operations in high risk markets, such as a terrorism-sponsoring state or otherwise.
13. | Foreign Proxies |
Responsibility for voting non-U.S. proxies rests with our Proxy Voting Committee located in London. The Proxy Committee is composed of senior analysts and portfolio managers and officers of the Legal and Compliance Department. It is chaired by a Managing Director of the Firm. A copy of our policy for voting international proxies can be provided upon request.
14. | Pre-Solicitation Contact |
From time to time, companies will seek to contact analysts, portfolio managers and others in advance of the formal proxy solicitation to solicit support for certain contemplated proposals. Such contact can potentially result in the recipient receiving material non-public information and result in the imposition of trading restrictions. Accordingly, pre-solicitation contact should occur only under very limited circumstances and only in accordance with the terms set forth herein.
What is material non-public information?
The definition of material non-public information is highly subjective. The general test, however, is whether or not such information would reasonably affect an investor's decision to buy, sell or hold securities, or whether it would be likely to have a significant market impact. Examples of such information include, but are not limited to:
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a pending acquisition or sale of a substantial business; |
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financial results that are better or worse than recent trends would lead one to expect; |
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major management changes; |
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an increase or decrease in dividends; |
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calls or redemptions or other purchases of its securities by the company; |
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a stock split, dividend or other recapitalization; or |
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financial projections prepared by the Company or the Company's representatives. |
What is pre-solicitation contact?
Pre-solicitation contact is any communication, whether oral or written, formal or informal, with the Company or a representative of the Company regarding proxy proposals prior to publication of the official proxy solicitation materials. This contact can range from simply polling investors as to their reaction to a broad topic, e.g., How do you feel about dual classes of stock?, to very specific inquiries, e.g., Heres a term sheet for our restructuring. Will you vote to approve this?
Determining the appropriateness of the contact is a factual inquiry which must be determined on a case-by-case basis. For instance, it might be acceptable for us to provide companies with our general approach to certain issues. Promising our vote, however, is prohibited under all circumstances. Likewise, discussion of our proxy guidelines, in whole or in part, with a company or others is prohibited. In the event that you are contacted in advance of the publication of proxy solicitation materials, please notify the Legal/Compliance Department immediately. The Company or its representative should be instructed that all further contact should be with the Legal/Compliance Department.
It is also critical to keep in mind that as a fiduciary, we exercise our proxies solely in the best interests of our clients. Outside influences, including those from within J.P. Morgan Chase should not interfere in any way in our decision making process. Any calls of this nature should be referred to the Legal/Compliance Department for response.
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LORD, ABBETT & CO. LLC
Proxy Voting Policies and Procedures
INTRODUCTION
Under the Investment Advisers Act of 1940, as amended, Lord, Abbett & Co. LLC (Lord Abbett or we) acts as a fiduciary that owes each of its clients duties of care and loyalty with respect to all services undertaken on the clients behalf, including proxy voting. This means that Lord Abbett is required to vote proxies in the manner we believe is in the best interests of each client, including the Lord Abbett Funds (the Funds) and their shareholders. We take a long-term perspective in investing our clients assets and employ the same perspective in voting proxies on their behalf. Accordingly, we tend to support proxy proposals that we believe are likely to maximize shareholder value over time, whether such proposals were initiated by a company or its shareholders.
PROXY VOTING PROCESS OVERVIEW
Lord Abbett has a Proxy Group within its Operations Department (the Proxy Group) that oversees proxy voting mechanics on a day-to-day basis and provides Lord Abbetts Proxy Policy Committee (the Proxy Policy Committee) and Investment Department personnel with information regarding proxy voting. The Proxy Policy Committee consists of Lord Abbetts Chief Investment Officer, Director of Domestic Equity Portfolio Management, Director of International Equity, Director of Research, and General Counsel. Voting decisions are made by the Investment Department in accordance with these policies and procedures and are carried out by the Proxy Group.
Lord Abbett has retained an independent third party service provider (the Proxy Advisor) to analyze proxy issues and recommend how to vote on those issues, and to provide assistance in the administration of the proxy process, including maintaining complete proxy voting records. 1 While Lord Abbett takes into consideration the information and recommendations of the Proxy Advisor, Lord Abbett votes all proxies based on its own proxy voting policies, including Lord Abbetts conclusions regarding the best interests of the Funds, their shareholders, and other advisory clients, rather than basing decisions solely on the Proxy Advisors recommendations.
Lord Abbett has implemented a three-pronged approach to the proxy voting process, which is described more fully below:
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In cases where we deem any clients position in a company to be material, 2 the relevant investment team is responsible for determining how to vote the security. Once a voting decision has been made, the investment team provides instructions to the Proxy Group, which is responsible for submitting Lord Abbetts vote. |
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In cases where we deem all clients positions in a company to be non-material, the Chief Administrative Officer for the Investment Department is responsible for determining how to vote the security. The Chief Administrative Officer may seek guidance from the relevant investment team, the Proxy Policy Committee or any of its members, the Proxy Advisor, or other sources to determine how to vote. Once a voting decision has been made, the Chief Administrative Officer provides instructions to the Proxy Group, which is responsible for submitting Lord Abbetts vote. |
1 | Lord Abbett currently retains Institutional Shareholder Services Inc. as the Proxy Advisor. |
2 | We presently consider a position in a particular company to be material if: (1) it represents more than 1% of any clients portfolio holdings and all clients positions in the company together represent more than 1% of the companys outstanding shares; or (2) all clients positions in the company together represent more than 5% of the companys outstanding shares. For purposes of determining materiality, we exclude shares held by clients with respect to which Lord Abbett does not have authority to vote proxies. We also exclude shares with respect to which Lord Abbetts vote is restricted or limited due to super-voting share structures (where one class of shares has super-voting rights that effectively disenfranchise other classes of shares), vote limitation policies, and other similar measures. This definition of materiality is subject to change at our discretion. |
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Lord Abbett has identified certain types of proxy proposals that it considers purely administrative in nature and as to which it always will vote in the same manner. The Proxy Group is authorized to vote on such proposals without receiving instructions from the Investment Department, regardless of the materiality of any clients position. Lord Abbett presently considers the following specific types of proposals to fall within this category: (1) proposals to change a companys name, as to which Lord Abbett always votes in favor; (2) proposals regarding formalities of shareholder meetings (namely, changes to a meetings date, time, or location), as to which Lord Abbett always votes in favor; and (3) proposals to allow shareholders to transact other business at a meeting, as to which Lord Abbett always votes against. |
When multiple investment teams manage one or more portfolios that hold the same voting security, the investment team that manages the largest number of shares of the security will be considered to have the dominant position and Lord Abbett will vote all shares on behalf of all clients that hold the security in accordance with the vote determined by the investment team with the dominant position.
CONFLICTS OF INTEREST
Lord Abbett is an independent, privately held firm with a singular focus on the management of money. Although Lord Abbett does not face the conflicts of interest inherent in being part of a larger financial institution, conflicts of interest nevertheless may arise in the proxy voting process. Such a conflict may exist, for example, when a clients account holds shares of a company that also is a client of Lord Abbett. We have adopted safeguards designed to ensure that conflicts of interests are identified and resolved in our clients best interests rather than our own. Generally, when a potential conflict of interest arises, Lord Abbett adheres to its voting guidelines on the issue or, if the guidelines do not address the particular issue, we would follow the Proxy Advisors recommendation.
Lord Abbett maintains a list of all publicly held companies for which one of the Funds independent directors/trustees also serves on the board of directors or is a nominee for election to the board of directors. If a Fund owns stock in such a company and if Lord Abbett decides not to follow the Proxy Advisors recommendation concerning a proxy proposal involving the company, Lord Abbett will notify the related Funds Proxy Committee 3 and seek voting instructions from the Committee. In these instances, if applicable, the independent director/trustee will abstain from any discussions by the Funds Proxy Committee regarding the company.
Lord Abbett also maintains a list of all publicly held companies (including any subsidiaries of such companies) that have a significant business relationship with Lord Abbett. A significant business relationship for this purpose means: (1) a broker dealer firm that is responsible for one percent or more of the Funds total dollar amount of shares sold for the last 12 months; (2) a firm that is a sponsor firm with respect to Lord Abbetts separately managed account business; (3) an institutional account client that has an investment management agreement with Lord Abbett; (4) an institutional investor that, to Lord Abbetts knowledge, holds at least $5 million in shares of the Funds; and (5) a retirement plan client that, to Lord Abbetts knowledge, has at least $5 million invested in the Funds. For proxy proposals involving such companies, Lord Abbett will notify the Funds Proxy Committees and seek voting instructions from the Committees only in those situations where Lord Abbett proposes not to follow the Proxy Advisors recommendations.
3 | The Boards of Directors and Trustees of the Funds have delegated oversight of proxy voting to separate Proxy Committees comprised solely of independent directors and/or trustees, as the case may be. Each Proxy Committee is responsible for, among other things: (1) monitoring Lord Abbetts actions in voting securities owned by the related Fund; (2) evaluating Lord Abbetts policies in voting securities; and (3) meeting 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. |
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PROXY VOTING GUIDELINES
A general summary of the guidelines that we normally follow in voting proxies appears below. These voting guidelines reflect our general views. We reserve the flexibility to vote in a manner contrary to our general views on particular issues if we believe doing so is in the best interests of our clients, including the Funds and their shareholders. Many different specific types of proposals may arise under the broad categories discussed below, and it is not possible to contemplate every issue on which we may be asked to vote. Accordingly, we will vote on proposals concerning issues not expressly covered by these guidelines based on the specific factors that we believe are relevant.
A. | Auditors Auditors are responsible for examining, correcting, and verifying the accuracy of a companys financial statements. Lord Abbett believes that companies normally are in the best position to select their auditors and, therefore, we generally support managements recommendations concerning the ratification of the selection of auditors. However, we may evaluate such proposals on a case-by-case basis due to concerns about impaired independence, accounting irregularities, or failure of the auditors to act in shareholders best economic interests, among other factors we may deem relevant. |
B. | Directors |
1. | Election of directors The board of directors of a company oversees all aspects of the companys business. Companies and, under certain circumstances, their shareholders, may nominate directors for election by shareholders. Lord Abbett believes that the independent directors currently serving on a companys board of directors (or a nominating committee comprised of such independent directors) generally are in the best position to identify qualified director nominees. Accordingly, we normally vote in accordance with managements recommendations on the election of directors. In evaluating a director nominees candidacy, however, Lord Abbett may consider the following factors, among others: (1) the nominees experience, qualifications, attributes, and skills, as disclosed in the companys proxy statement; (2) the composition of the board and its committees; (3) whether the nominee is independent of company management; (4) the nominees board meeting attendance; (5) the nominees history of representing shareholder interests on the companys board or other boards; (6) the nominees investment in the company; (7) the companys long-term performance relative to a market index; and (8) takeover activity. In evaluating a compensation committee nominees candidacy, Lord Abbett may consider additional factors including the nominees record on various compensation issues such as tax gross-ups, severance payments, options repricing, and pay for performance, although the nominees record as to any single compensation issue alone will not necessarily be determinative. Lord Abbett may withhold votes for some or all of a companys director nominees on a case-by-case basis. |
2. | Majority voting Under a majority voting standard, director nominees must be elected by an affirmative majority of the votes cast at a meeting. Majority voting establishes a higher threshold for director election than plurality voting, in which nominees who receive the most votes are elected, regardless of how small the number of votes received is relative to the total number of shares voted. Lord Abbett generally supports proposals that seek to adopt a majority voting standard. |
3. | Board classification A classified or staggered board is a structure in which only a portion of a companys board of directors (typically one-third) is elected each year. A company may employ such a structure to promote continuity of leadership and thwart takeover attempts. Lord Abbett generally votes against proposals to classify a board, absent special circumstances indicating that shareholder interests would be better served by such a structure. In evaluating a classified board proposal, Lord Abbett may consider the following factors, among others: (1) the companys long-term strategic plan; (2) the extent to which continuity of leadership is necessary to advance that plan; and (3) the need to guard against takeover attempts. |
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4. | Independent board and committee members An independent director is one who serves on a companys board but is not employed by the company or affiliated with it in any other capacity. While company boards may apply different standards in assessing director independence, including any applicable standards prescribed by stock exchanges and the federal securities laws, a director generally is determined to qualify as independent if the director does not have any material relationship with the company (either directly or indirectly) based on all relevant facts and circumstances. Material relationships can include employment, business, and familial relationships, among others. Lord Abbett believes that independent board and committee membership often helps to mitigate the inherent conflicts of interest that arise when a companys executive officers also serve on its board and committees. Therefore, we generally support the election of board or committee nominees if such election would cause a majority of a companys board or committee members to be independent. However, a nominees effect on the independent composition of the board or any committee is one of many factors Lord Abbett considers in voting on the nominee and will not necessarily be dispositive. |
5. | Independent board chairman Proponents of proposals to require independent board chairmen (formerly often referred to as separation of chairman and chief executive officer proposals) seek to enhance board accountability and mitigate a companys risk-taking behavior by requiring that the role of the chairman of the companys board of directors be filled by an independent director. We generally vote with management on proposals that call for independent board chairmen. We may vote in favor of such proposals on a case-by-case basis, despite management opposition, if we believe that a companys governance structure does not promote independent oversight through other means, such as a lead director, a board composed of a majority of independent directors, and/or independent board committees. In evaluating independent chairman proposals, we will focus in particular on the presence of a lead director, which is an independent director designated by a board with a non-independent chairman to serve as the primary liaison between company management and the independent directors and act as the independent directors spokesperson. |
C. | Compensation and Benefits |
1. | General In the wake of recent corporate scandals and market volatility, shareholders increasingly have scrutinized the nature and amount of compensation paid by a company to its executive officers and other employees. Lord Abbett believes that because a company has exclusive knowledge of material information not available to shareholders regarding its business, financial condition, and prospects, the company itself usually is in the best position to make decisions about compensation and benefits. Accordingly, we generally vote with management on such matters. However, we may oppose management on a case-by-case basis if we deem a companys compensation to be excessive or inconsistent with its peer companies compensation, we believe a companys compensation measures do not foster a long-term focus among its executive officers and other employees, or we believe a company has not met performance expectations, among other reasons. Discussed below are some specific types of compensation-related proposals that we may encounter. |
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Incentive compensation plans An incentive compensation plan rewards an executives performance through a combination of cash compensation and stock awards. Incentive compensation plans are designed to align an executives compensation with a companys long-term performance. As noted above, Lord Abbett believes that management generally is in the best position to assess executive compensation levels and, therefore, generally votes with management on proposals relating to incentive compensation plans. In evaluating such a proposal, however, Lord Abbett may consider the following factors, among others: (1) the executives expertise and the value he or she brings to the company; (2) the companys performance, particularly during the executives tenure; (3) the percentage of overall compensation that consists of stock; (4) whether and/or to what extent the incentive |
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compensation plan has any potential to dilute the voting power or economic interests of other shareholders; (5) the features of the plan and costs associated with it; (6) whether the plan provides for repricing or replacement of underwater stock options; and (7) quantitative data from the Proxy Advisor regarding compensation ranges by industry and company size. We also scrutinize very closely the proposed repricing or replacement of underwater stock options, taking into consideration the stocks volatility, managements rationale for the repricing or replacement, the new exercise price, and any other factors we deem relevant. |
3. | Say on pay Say on pay proposals give shareholders a nonbinding vote on executive compensation. These proposals are designed to serve as a means of conveying to company management shareholder concerns, if any, about executive compensation. Lord Abbett believes that management generally is in the best position to assess executive compensation. Thus, we generally vote with management on say on pay proposals unless we believe that compensation has been excessive or direct feedback to management about compensation has not resulted in any changes. We also generally vote with management on proposals regarding the frequency of say on pay votes. However, any particular vote will be based on the specific facts and circumstances we deem relevant. |
4. | Pay for performance Pay for performance proposals are shareholder proposals that seek to achieve greater alignment between executive compensation and company performance. Shareholders initiating these proposals tend to focus on board compensation committees accountability, the use of independent compensation consultants, enhanced disclosure of compensation packages, and perquisites given to executives. Because Lord Abbett believes that management generally is in the best position to assess executive compensation, we generally follow managements voting recommendations regarding pay for performance proposals. However, we may evaluate such proposals on a case-by-case basis if we believe a companys long-term interests and its executives financial incentives are not properly aligned or if we question the methodology a company followed in setting executive compensation, among other reasons. |
5. | Clawback provisions A clawback provision allows a company to recoup or claw back incentive compensation paid to an executive if the company later determines that the executive did not actually meet applicable performance goals. For example, such provisions might be used when a company calculated an executives compensation based on materially inaccurate or fraudulent financial statements. Some clawback provisions are triggered only if the misalignment between compensation and performance is attributable to improper conduct on the part of the executive. Shareholder proponents of clawback proposals believe that they encourage executive accountability and mitigate a companys risk-taking behavior. Because Lord Abbett believes that management generally is in the best position to assess executive compensation, we generally vote with management on clawback proposals. We may, however, evaluate such a proposal on a case-by-case basis due to concerns about the amount of compensation paid to the executive, the executives or the companys performance, or accounting irregularities, among other factors we may deem relevant. |
6. | Anti-gross-up policies Tax gross-ups are payments by a company to an executive intended to reimburse some or all of the executives tax liability with respect to compensation, perquisites, and other benefits. Because the gross-up payment also is taxable, it typically is inflated to cover the amount of the tax liability and the gross-up payment itself. Critics of such payments argue that they often are not transparent to shareholders and can substantially enhance an executives overall compensation. Thus, shareholders increasingly are urging companies to establish policies prohibiting tax gross-ups. Lord Abbett generally favors adoption of anti-tax gross-up policies themselves, but will not automatically vote against a compensation committee nominee solely because the nominee approved a gross-up. |
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7. | Severance agreements and executive death benefits Severance or so-called golden parachute payments sometimes are made to departing executives after termination or upon a companys change in control. Similarly, companies sometimes make executive death benefit or so-called golden coffin payments to an executives estate. Both practices increasingly are coming under shareholder scrutiny. While we generally vote with management on compensation matters and acknowledge that companies may have contractual obligations to pay severance or executive death benefits, we scrutinize cases in which such benefits are especially lucrative or are granted despite the executives or the companys poor performance, and may vote against management on a case-by-case basis as we deem appropriate. We also generally support proposals to require that companies submit severance agreements and executive death benefits for shareholder ratification. |
8. | Executive pay limits Lord Abbett believes that a companys flexibility with regard to its compensation practices is critical to its ability to recruit, retain, and motivate key talent. Accordingly, we generally vote with management on shareholder proposals that seek to impose limits on executive compensation. |
9. | Employee stock purchase plans Employee stock purchase plans permit employees to purchase company stock at discounted prices and, under certain circumstances, receive favorable tax treatment when they sell the stock. Lord Abbett generally follows managements voting recommendation concerning employee stock purchase plans, although we generally do not support plans that are dilutive. |
D. | Corporate Matters |
1. | Charter amendments A companys charter documents, which may consist of articles of incorporation or a declaration of trust and bylaws, govern the companys organizational matters and affairs. Lord Abbett believes that management normally is in the best position to determine appropriate amendments to a companys governing documents. Some charter amendment proposals involve routine matters, such as changing a companys name or procedures relating to the conduct of shareholder meetings. Lord Abbett believes that such routine matters do not materially affect shareholder interests and, therefore, we vote with management with respect to them in all cases. Other types of charter amendments, however, are more substantive in nature and may impact shareholder interests. We consider such proposals on a case-by-case basis to the extent they are not explicitly covered by these guidelines. |
2. | Changes to capital structure A company may propose amendments to its charter documents to change the number of authorized shares or create new classes of stock. We generally support proposals to increase a companys number of authorized shares when the company has articulated a clear and reasonable purpose for the increase (for example, to facilitate a stock split, merger, acquisition, or restructuring). However, we generally oppose share capital increases that would have a dilutive effect. We also generally oppose proposals to create a new class of stock with superior voting rights. |
3. | Reincorporation We generally follow managements recommendation regarding proposals to change a companys state of incorporation, although we consider the rationale for the reincorporation and the financial, legal, and corporate governance implications of the reincorporation. We will vote against reincorporation proposals that we believe contravene shareholders interests. |
4. |
Mergers, acquisitions, and restructurings A merger or acquisition involves combining two distinct companies into a single corporate entity. A restructuring involves a significant change in a companys legal, operational, or structural features. After these kinds of transactions are completed, shareholders typically will own stock in a company that differs from the company |
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whose shares they initially purchased. Thus, Lord Abbett views the decision to approve or reject a potential merger, acquisition, or restructuring as being equivalent to an investment decision. In evaluating such a proposal, Lord Abbett may consider the following factors, among others: (1) the anticipated financial and operating benefits; (2) the offer price; (3) the prospects of the resulting company; and (4) any expected changes in corporate governance and their impact on shareholder rights. We generally vote against management proposals to require a supermajority shareholder vote to approve mergers or other significant business combinations. We generally vote for shareholder proposals to lower supermajority vote requirements for mergers and acquisitions. We also generally vote against charter amendments that attempt to eliminate shareholder approval for acquisitions involving the issuance of more than 10% of a companys voting stock. |
E. | Anti-Takeover Issues and Shareholder Rights |
1. | Proxy access Proxy access proposals advocate permitting shareholders to have their nominees for election to a companys board of directors included in the companys proxy statement in opposition to the companys own nominees. Recently adopted amendments to the U.S. Securities and Exchange Commissions (the SEC) proxy rules allow shareholders or groups of shareholders satisfying certain stock ownership and other eligibility requirements to include their director nominees on a companys proxy ballot under certain limited circumstances. Proxy access initiatives enable shareholders to nominate their own directors without incurring the often substantial cost of preparing and mailing a proxy statement, making it less expensive and easier for shareholders to challenge incumbent directors. Lord Abbett supports such measures so long as they comport with the requirements set forth in the SECs proxy rules. However, we generally will vote with management on proposals that seek to allow proxy access subject to less stringent requirements. |
2. | Shareholder rights plans Shareholder rights plans or poison pills are a mechanism of defending a company against takeover efforts. Poison pills allow current shareholders to purchase stock at discounted prices or redeem shares at a premium after a takeover, effectively making the company more expensive and less attractive to potential acquirers. Companies may employ other defensive tactics in combination with poison pills, such as golden parachutes that take effect upon a companys change in control and therefore increase the cost of a takeover. Because poison pills can serve to entrench management and discourage takeover offers that may be attractive to shareholders, we generally vote in favor of proposals to eliminate poison pills and proposals to require that companies submit poison pills for shareholder ratification. In evaluating a poison pill proposal, however, Lord Abbett may consider the following factors, among others: (1) the duration of the poison pill; (2) whether we believe the poison pill facilitates a legitimate business strategy that is likely to enhance shareholder value; (3) our level of confidence in management; (4) whether we believe the poison pill will be used to force potential acquirers to negotiate with management and assure a degree of stability that will support good long-range corporate goals; and (5) the need to guard against takeover attempts. |
3. | Chewable pill provisions A chewable pill is a variant of the poison pill that mandates a shareholder vote in certain situations, preventing management from automatically discouraging takeover offers that may be attractive to shareholders. We generally support chewable pill provisions that balance managements and shareholders interests by including: (1) a redemption clause allowing the board to rescind a pill after a potential acquirers holdings exceed the applicable ownership threshold; (2) no dead-hand or no-hand pills, which would allow the incumbent board and their approved successors to control the pill even after they have been voted out of office; (3) sunset provisions that allow shareholders to review and reaffirm or redeem a pill after a predetermined time frame; and (4) a qualifying offer clause, which gives shareholders the ability to redeem a poison pill when faced with a bona fide takeover offer. |
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4. | Anti-greenmail provisions An anti-greenmail provision is a special charter provision that prohibits a companys management from buying back shares at above market prices from potential acquirers without shareholder approval. We generally support such provisions, provided that they are not bundled with other measures that serve to entrench management or discourage attractive takeover offers. |
5. | Fair price provisions A fair price provision is a special charter provision that requires that all selling shareholders receive the same price from a buyer. Fair price provisions are designed to protect shareholders from inequitable two-tier stock acquisition offers in which some shareholders may be bought out on disadvantageous terms. We generally support such provisions, provided that they are not bundled with other measures that serve to entrench management or discourage attractive takeover offers. |
6. | Rights to call special shareholder meetings Proposals regarding rights to call special shareholder meetings normally seek approval of amendments to a companys charter documents. Lord Abbett generally votes with management on proposals concerning rights to call special shareholder meetings. In evaluating such a proposal, Lord Abbett may consider the following factors, among others: (1) the stock ownership threshold required to call a special meeting; (2) the purposes for which shareholders may call a special meeting; (3) whether the companys annual meetings offer an adequate forum in which shareholders may raise their concerns; and (4) the anticipated economic impact on the company of having to hold additional shareholder meetings. |
7. | Supermajority vote requirements A proposal that is subject to a supermajority vote must receive the support of more than a simple majority in order to pass. Supermajority vote requirements can have the effect of entrenching management by making it more difficult to effect change regarding a company and its corporate governance practices. Lord Abbett normally supports shareholders ability to approve or reject proposals based on a simple majority vote. Thus, we generally vote for proposals to remove supermajority vote requirements and against proposals to add them. |
8. | Cumulative voting Under cumulative or proportional voting, each shareholder is allotted a number of votes equal to the number of shares owned multiplied by the number of directors to be elected. This voting regime strengthens the voting power of minority shareholders because it enables shareholders to cast multiple votes for a single nominee. Lord Abbett believes that a shareholder or group of shareholders using this technique to elect a director may seek to have the director represent a narrow special interest rather than the interests of the broader shareholder population. Accordingly, we generally vote against cumulative voting proposals. |
9. | Confidential voting In a confidential voting system, all proxies, ballots, and voting tabulations that identify individual shareholders are kept confidential. An open voting system, by contrast, gives management the ability to identify shareholders who oppose its proposals. Lord Abbett believes that confidential voting allows shareholders to vote without fear of retribution or coercion based on their views. Thus, we generally support proposals that seek to preserve shareholders anonymity. |
10. | Reimbursing proxy solicitation expenses Lord Abbett generally votes with management on shareholder proposals to require a company to reimburse reasonable expenses incurred by one or more shareholders in a successful proxy contest, and may consider factors including whether the board has a plurality or majority vote standard for the election of directors, the percentage of directors to be elected in the contest, and shareholders ability to cumulate their votes for the directors. |
11. |
Transacting other business Lord Abbett believes that proposals to allow shareholders to transact other business at a meeting deprive other shareholders of sufficient time and |
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information to carefully evaluate the relevant business issues and determine how to vote with respect to them. Therefore, Lord Abbett always votes against such proposals. |
F. | Social, Political, and Environmental Issues Proposals relating to social, political, or environmental issues typically are initiated by shareholders and urge a company to disclose certain information or change certain business practices. Lord Abbett evaluates such proposals based on their effect on shareholder value rather than on their ideological merits. We generally follow managements recommendation on social, political, and environmental proposals and tend to vote against proposals that are unduly burdensome or impose substantial costs on a company with no countervailing economic benefits to the companys shareholders. Nonetheless, we pay particular attention to highly controversial issues, as well as instances where management has failed repeatedly to take corrective actions with respect to an issue. |
G. | Share Blocking Certain foreign countries impose share blocking restrictions that would prohibit Lord Abbett from trading a companys stock during a specified period before the companys shareholder meeting. Lord Abbett believes that in these situations, the benefit of maintaining liquidity during the share blocking period outweighs the benefit of exercising our right to vote. Therefore, it is Lord Abbetts general policy to not vote securities in cases where share blocking restrictions apply. |
Amended: March 10, 2011
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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 MCMs clients, as summarized here.
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MCMs security analysts generally review proxy proposals as part of their monitoring of portfolio companies. Under MCMs 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). |
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In certain circumstances, MCMs 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. |
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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 clients 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. |
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In circumstances when there may be an apparent material conflict of interest between MCMs 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. |
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MCM may use an independent service provider to assist in voting proxies, keep voting records, and disclose voting information to clients. MCMs Proxy Voting policy and reports describing the voting of a clients proxies are available to the client on request. |
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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 MCMs 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 MCMs 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
February 1, 2012
Massachusetts Financial Services Company, MFS Institutional Advisors, Inc., MFS International (UK) Limited, MFS Heritage Trust Company, and MFS other subsidiaries that perform discretionary investment management activities other than McLean Budden Limited (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. | Records Retention; and |
D. | 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 client relationships.
In developing these proxy voting guidelines, MFS 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.
As a general matter, MFS votes consistently on similar proxy proposals across all shareholder meetings. However, some proxy proposals, such as certain excessive executive compensation, environmental, social and governance matters, are analyzed on a case-by-case basis in light of all the relevant facts and circumstances of the proposal. Therefore, MFS may vote similar proposals differently at different shareholder meetings based on the specific facts and circumstances of the issuer or the terms of the proposal. In addition, MFS also reserves the right to override the guidelines with respect to a particular proxy proposal 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.
MFS also generally votes consistently on the same matter when securities of an issuer are held by multiple client accounts, unless MFS has received explicit voting instructions to vote differently from a client for its own account. From time to time, MFS may also 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 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
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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 D 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.
MFS is also a signatory to the United Nations Principles for Responsible Investment. In developing these guidelines, MFS considered environmental, social and corporate governance issues in light of MFS fiduciary obligation to vote proxies in the best long-term economic interest of its clients.
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 exists 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. 1 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 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 investment professionals that participate in such decisions 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 unduly influence MFS voting on a particular proxy matter should also be reported to the MFS Proxy Voting Committee.
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 governed by
1 | For clarification purposes, note that MFS votes in what we believe to be the best, long-term economic interest of our clients entitled to vote at the shareholder meeting, regardless of whether other MFS clients hold short positions in the same issuer. |
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these MFS Proxy Voting Policies and Procedures, (iii) MFS evaluates a potentially excessive executive compensation issue in relation to the election of directors or advisory pay or severance package vote, 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:
a. | 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); |
b. | 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; |
c. | 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 |
d. | 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 issuers 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. If there are no other shareholders in the underlying fund, the top tier fund will vote in what MFS believes to be in the top tier funds best long-term economic interest.
3. | Gathering Proxies |
Most proxies received by MFS and its clients originate at Broadridge Financial Solutions, Inc. (Broadridge). Broadridge and other service providers, on behalf of custodians, send proxy related material to the record holders of the shares beneficially owned by MFS clients, usually to the clients 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 materials with the issuers explanation of the items to be voted upon.
MFS, on behalf of itself and certain of its clients (including the MFS Funds,) has entered into an agreement with an independent proxy administration firm pursuant to which the proxy administration firm performs various proxy vote related administrative services, such as vote processing and recordkeeping functions. Except as noted below, the proxy administration firm for MFS and its clients, including the MFS Funds, is Institutional Shareholder Services, Inc. (ISS). The proxy administration firm for MFS Development Funds, LLC is Glass, Lewis & Co., Inc. (Glass Lewis; Glass Lewis and ISS are each hereinafter referred to as the Proxy Administrator).
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 Administrators system by an MFS holdings
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data-feed. 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.
It is the responsibility of the Proxy Administrator and MFS to monitor the receipt of ballots. When proxy ballots and materials for clients are received by the Proxy Administrator, they are input into the Proxy Administrators on-line system. The Proxy Administrator then reconciles a list of all MFS accounts that hold shares of a companys stock and the number of shares held on the record date by these accounts with the Proxy Administrators list of any upcoming shareholders meeting of that company. If a proxy ballot has not been received, the Proxy Administrator contacts the custodian requesting the reason as to why a ballot has not been received.
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 MFS. With respect to proxy matters that require the particular exercise of discretion or judgment, the MFS Proxy Voting Committee considers and votes on those proxy matters. MFS also receives research and recommendations from the Proxy Administrator which it may take into account in deciding how to vote. MFS uses the research of ISS to identify (i) circumstances in which a board may have approved excessive executive compensation, (ii) environmental and social proposals that warrant consideration or (iii) circumstances in which a non-U.S. company is not in compliance with local governance or compensation best practices. In those situations where the only MFS fund that is eligible to vote at a shareholder meeting has Glass Lewis as its Proxy Administrator, then we will rely on research from Glass Lewis to identify such issues. 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 most 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. mergers and acquisitions, capitalization matters, potentially excessive executive compensation issues, or shareholder proposals relating to environmental and social issues), a representative of MFS Proxy Voting Committee may consult with or seek recommendations from MFS portfolio managers or investment analysts. 2 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.
2 | From time to time, due to travel schedules and other commitments, an appropriate portfolio manager or research analyst may not be available to provide a vote recommendation. If such a recommendation cannot be obtained within a reasonable time prior to the cut-off date of the shareholder meeting, the MFS Proxy Voting Committee may determine to abstain from voting. |
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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 meetings 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 may be insufficient advance notice of proxy materials, record dates, or vote cut-off dates to allow MFS to timely recall the shares in certain markets. 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.
7. | Engagement |
The MFS Proxy Voting Policies and Procedures are available on www.mfs.com and may be accessed by both MFS clients and the companies in which MFS clients invest. From time to time, MFS may determine that it is appropriate and beneficial for representatives from the MFS Proxy Voting Committee to engage in a dialogue or written communication with a company or other shareholder regarding certain matters on the companys proxy statement that are of concern to shareholders, including environmental, social and governance matters. A company or shareholder may also seek to engage with representatives of the MFS Proxy Voting Committee in advance of the companys formal proxy solicitation to review issues more generally or gauge support for certain contemplated proposals.
C. | 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 Administrators system as to proxies processed, including the dates when proxy ballots were received and submitted, and the votes on each companys proxy issues, are retained as required by applicable law.
D. | REPORTS |
All MFS Advisory Clients
MFS may publicly disclose the proxy records of certain clients or the votes it casts with respect to certain matters as required by law. At any time, a report can also 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 because we consider that information to be confidential and proprietary to the client. However, as noted above, MFS may determine that it is appropriate and beneficial to engage in a dialogue with a company regarding certain matters. During such dialogue with the company, MFS may disclose the vote it intends to cast in order to potentially effect positive change at a company in regards to environmental, social or governance issues.
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MONTAG & CALDWELL, LLC
PROXY VOTING POLICIES
If directed by Client, decisions on voting of proxies will be made by Montag & Caldwell, LLC. (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 M&C is authorized to make decisions on voting of proxies, we will have no obligation to furnish Client any proxies, notices of shareholder 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&Cs policy for employees to serve on the board of directors of a company whose stock could be purchased for M&Cs 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:
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An auditor has a financial interest in or association with the company and is thus not independent, |
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There is evidence the independent auditor has issued an inaccurate or misleading opinion, |
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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.
3. | Proxy Contests |
M&C will review contested director elections on a case-by-case basis.
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4. | Takeover Defenses |
M&C will generally vote for shareholder proposals requesting that a company submit its poison pill to a shareholder vote or redeem it unless the company has:
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A shareholder approved poison pill in place, |
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An acceptable policy covering the future adoption of a poison pill. |
M&C will generally vote for 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 companys 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:
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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:
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Equity Compensation Plans |
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Director Compensation |
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Employee Stock Purchase Plans Qualified Plans |
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Employee Stock Purchase Plans Non-Qualified Plans |
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Severance Agreements |
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:
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Animal Rights |
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Drug Pricing and Re-importation |
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Genetically Modified Foods |
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Tobacco |
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Arctic National Wildlife Refuge |
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Concentrated Area Feeding Operations |
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Global Warming and Kyoto Protocol Compliance |
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Political Contributions |
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Outsourcing/Off-shoring |
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Country-specific Human Rights Reports |
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Placing arbitrary restrictions on environmental practices |
ADMINISTRATIVE ISSUES
Proxy voting guidelines will be reviewed annually and approved by the Investment Policy Committee.
If a Clients shares are on loan at the time of voting it is not M&Cs policy to request that the custodian recall the shares on loan.
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 as to how M&C voted proxies on their behalf and of M&Cs written response to the Clients 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.
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 March 24, 2011
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MORGAN STANLEY INVESTMENT MANAGEMENT
Proxy Voting Policy and Procedures
October 1, 2011
I. | POLICY STATEMENT |
Morgan Stanley Investment Managements (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 and Private Investment Partners 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 (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. A MSIM Affiliate will not vote proxies unless the investment management or investment advisory agreement explicitly authorizes 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 clients 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 clients policy.
Proxy Research 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 one or more 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 services.
Voting Proxies for Certain Non-U.S. Companies Voting proxies of companies located in some jurisdictions 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 issuers 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). The Policy addresses a broad range of issues, and provides 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, using the vote to encourage portfolio companies to enhance long-term shareholder value and to provide a high standard of transparency such that equity markets can value corporate assets appropriately.
We seek 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.
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: |
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Approval of financial statements and auditor reports if delivered with an unqualified auditors opinion. |
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General updating/corrective amendments to the charter, articles of association or bylaws, unless we believe that such amendments would diminish shareholder rights. |
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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. |
We generally support shareholder proposals advocating confidential voting procedures and independent tabulation of voting results.
B. | Board of Directors. |
1. | Election of directors: Votes on board nominees can involve balancing a variety of considerations. In vote decisions, we may take into consideration whether the company has a majority voting policy in place that we believe makes the director vote more meaningful. In the absence of a proxy contest, we generally support the boards nominees for director except as follows: |
a. |
We consider withholding support from 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/or dealing inadequately with performance problems; if we believe the board is acting |
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with insufficient independence between the board and management; or if we believe the board has not been sufficiently forthcoming with information on key governance or other material matters. |
b. | We consider withholding support from or voting against interested directors if the companys 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 an 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. |
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 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. In markets where board independence is not the norm (e.g. Japan), however, we consider factors including whether a board of a controlled company includes independent members who can be expected to look out for interests of minority holders. |
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. |
c. | 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 companys compensation/remuneration, nominating/governance or audit committee. |
d. | We consider withholding support from or voting against nominees if the term for which they are nominated is excessive. We consider this issue on a market-specific basis. |
e. | We consider withholding support from or voting against nominees if in our view there has been insufficient board renewal (turnover), particularly in the context of extended poor company performance. |
f. | 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 pill would be seen as a basis for opposing one or more incumbent nominees. |
g. | 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. We also may not support the audit committee members if the company has faced financial reporting issues and/or does not put the auditor up for ratification by shareholders. |
h. | We believe investors should have the ability to vote on individual nominees, and may abstain or vote against a slate of nominees where we are not given the opportunity to vote on individual nominees. |
i. |
We consider withholding support from or voting against a nominee who has failed to attend at least 75% of the nominees board and board committee meetings within a given |
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year without a reasonable excuse. We also consider opposing nominees if the company does not meet market standards for disclosure on attendance. |
j. | We consider withholding support from or voting against a nominee who appears overcommitted, particularly through service on an excessive number of boards. Market expectations are incorporated into this analysis; for U.S. boards, we generally oppose election of a nominee who serves on more than six public company boards (excluding investment companies), although we also may reference National Association of Corporate Directors guidance suggesting that public company CEOs, for example, should serve on no more than two outside boards given level of time commitment required in their primary job. |
k. | We consider withholding support from or voting against a nominee where we believe executive remuneration practices are poor, particularly if the company does not offer shareholders a separate say-on-pay advisory vote on pay. |
2. | Discharge of directors duties: In markets where an annual discharge of directors responsibility is a routine agenda item, we generally support such discharge. However, we may vote against discharge or abstain from voting where there are serious findings of fraud or other unethical behavior for which the individual bears responsibility. The annual discharge of responsibility represents shareholder approval of disclosed actions taken by the board during the year and may make future shareholder action against the board difficult to pursue. |
3. |
Board independence: We generally support U.S. shareholder proposals requiring that a certain percentage (up to 66 2 / 3 %) of the companys board members be independent directors, and promoting all-independent audit, compensation and nominating/governance committees. |
4. | Board diversity: We consider on a case-by-case basis shareholder proposals urging diversity of board membership with respect to gender, race or other factors. |
5. | 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. |
6. | Proxy access: We consider on a case-by-case basis shareholder proposals on particular procedures for inclusion of shareholder nominees in company proxy statements. |
7. | Reimbursement for dissident nominees: We generally support well-crafted U.S. shareholder proposals that would provide for reimbursement of dissident nominees elected to a board, as the cost to shareholders in electing such nominees can be factored into the voting decision on those nominees. |
8. | Proposals to elect directors more frequently: In the U.S. public company context, we usually support shareholder and management proposals to elect all directors annually (to declassify the board), although we make an exception to this policy where we believe that long-term shareholder value may be harmed by this change given particular circumstances at the company at the time of the vote on such proposal. As indicated above, outside the United States we generally support greater accountability to shareholders that comes through more frequent director elections, but recognize that many markets embrace longer term lengths, sometimes for valid reasons given other aspects of the legal context in electing boards. |
9. | 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 or a handful of candidates, a system that can enable a minority bloc to place representation on a board.) U.S. proposals to establish cumulative voting in the election of directors generally will not be supported. |
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10. | Separation of Chairman and CEO positions: We vote on shareholder proposals to separate the Chairman and CEO positions and/or to appoint an independent 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. In the United States, we consider such proposals on a case-by-case basis, considering, among other things, the existing board leadership structure, company performance, and any evidence of entrenchment or perceived risk that power is overly concentrated in a single individual. |
11. | Director retirement age and term limits: Proposals setting or recommending director retirement ages or director term limits are voted on a case-by-case basis that includes consideration of company performance, the rate of board renewal, evidence of effective individual director evaluation processes, and any indications of entrenchment. |
12. | Proposals to limit directors liability and/or broaden indemnification of officers and directors: Generally, we will support such proposals provided that an individual is eligible only if he or she has not acted in bad faith, with gross negligence or with reckless disregard of their duties. |
C. | Statutory auditor boards. The statutory auditor board, which is separate from the main board of directors, plays a role in corporate governance in several markets. These boards are elected by shareholders to provide assurance on compliance with legal and accounting standards and the companys articles of association. We generally vote for statutory auditor nominees if they meet independence standards. In markets that require disclosure on attendance by internal statutory auditors, however, we consider voting against nominees for these positions who failed to attend at least 75% of meetings in the previous year. We also consider opposing nominees if the company does not meet market standards for disclosure on attendance. |
D. | 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 in the interests of each fund or other account. Proposals for mergers or other significant transactions that are friendly and approved by the Research Providers usually are supported if there is no portfolio manager objection. We also analyze proxy contests on a case-by-case basis. |
E. | Changes in capital structure. |
1. | We generally support the following: |
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Management and shareholder proposals aimed at eliminating unequal voting rights, assuming fair economic treatment of classes of shares we hold. |
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U.S. 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. (We consider proposals that do not meet these criteria on a case-by-case basis.) |
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U.S. 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. |
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Proposals in non-U.S. markets that in our view appropriately limit potential dilution of existing shareholders. A major consideration is whether existing shareholders would have |
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preemptive rights for any issuance under a proposal for standing share issuance authority. We generally consider market-specific guidance in making these decisions; for example, in the U.K. market we usually follow Association of British Insurers (ABI) guidance, although company-specific factors may be considered and for example, may sometimes lead us to voting against share authorization proposals even if they meet ABI guidance. |
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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. |
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Management proposals to reduce the number of authorized shares of common or preferred stock, or to eliminate classes of preferred stock. |
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Management proposals to effect stock splits. |
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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 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. |
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Management dividend payout proposals, except where we perceive company payouts to shareholders as inadequate. |
2. | We generally oppose the following (notwithstanding management support): |
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Proposals to add classes of stock that would substantially dilute the voting interests of existing shareholders. |
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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. However, depending on market practices, we consider voting for proposals giving general authorization for issuance of shares not subject to pre-emptive rights if the authority is limited. |
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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). |
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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.
F. | 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 in the market (and specifically the presence of an adequate qualified offer provision that would exempt offers meeting certain conditions from the pill); and the specific context if the proposal is made in the midst of a takeover bid or contest for control. |
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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. At large-cap U.S. companies, we generally support efforts to establish the right of holders of 10% or more of shares to call special meetings, unless the board or state law has set a policy or law establishing such rights at a threshold that we believe to be acceptable. |
4. | Written consent rights: In the U.S. context, we examine proposals for shareholder written consent rights on a case-by-case basis. |
5. | 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. |
6. | 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) 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. |
7. | Bundled proposals: We may consider opposing or abstaining on proposals if disparate issues are bundled and presented for a single vote. |
G. | 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. |
H. | Executive and Director Remuneration. |
1. | We generally support the following: |
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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. |
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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 directors decision to resign from a board (such forfeiture can undercut director independence). |
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Proposals for employee stock purchase plans that permit discounts, but only for grants that are part of a broad-based employee plan, including all non-executive employees, and only if the discounts are limited to a reasonable market standard or less. |
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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. | We generally oppose retirement plans and bonuses for non-executive directors and independent statutory auditors. |
3. | In the U.S. context, 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. |
4. | 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 companys 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 factors including whether a proposal may be overly prescriptive, and the impact of the proposal, if implemented as written, on recruitment and retention. |
5. | We generally support proposals advocating reasonable senior executive and director stock ownership guidelines and holding requirements for shares gained in executive equity compensation programs. |
6. | We generally support shareholder proposals for reasonable claw-back provisions that provide for company recovery of senior executive bonuses to the extent they were based on achieving financial benchmarks that were not actually met in light of subsequent restatements. |
7. | Management proposals effectively to re-price stock options are considered on a case-by-case basis. Considerations include the companys reasons and justifications for a re-pricing, the companys 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. |
8. | Say-on-Pay: We consider proposals relating to an advisory vote on remuneration on a case-by-case basis. Considerations include a review of the relationship between executive remuneration and performance based on operating trends and total shareholder return over multiple performance periods. In addition, we review remuneration structures and potential poor pay practices, including relative magnitude of pay, discretionary bonus awards, tax gross ups, change-in-control features, internal pay equity and peer group construction. As long-term investors, we support remuneration policies that align with long-term shareholder returns. |
I. |
Social, Political and Environmental Issues. Shareholders in the United States and certain other markets submit proposals encouraging changes in company disclosure and practices related to particular corporate social, political and environmental matters. We consider how to vote on the proposals on a case-by-case basis to determine likely impacts on shareholder value. We seek to balance concerns on reputational and other risks that lie behind a proposal against costs of implementation, while considering appropriate shareholder and management prerogatives. We may abstain from voting on proposals that do not have a readily determinable financial impact on |
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shareholder value. We support proposals that if implemented would enhance useful disclosure, but we generally vote against proposals requesting reports that we believe are duplicative, related to matters not material to the business, or that would impose unnecessary or excessive costs. We believe that certain social and environmental shareholder proposals may intrude excessively on management prerogatives, which can lead us to oppose them. |
J. | 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 the Policy. The Committee, which is appointed by MSIMs Long-Only Executive Committee, consists of investment professionals who represent the different investment disciplines and geographic locations of the firm, and is chaired by the director of the Corporate Governance Team (CGT). 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 CGT Director is responsible for identifying issues that require Committee deliberation or ratification. The CGT, 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 CGT has responsibility for voting case-by-case where guidelines and precedent provide adequate guidance.
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.
CGT and 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 comments and 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 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 CGT 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.
A. Committee Procedures
The Committee meets at least quarterly, and reviews and considers changes to the Policy at least annually. Through meetings and/or written communications, the Committee is responsible for monitoring and ratifying split votes (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). The Committee will review developing issues and approve upcoming votes, as appropriate, for matters as requested by CGT.
The Committee reserves the right to review voting decisions at any time and to make voting decisions as necessary to ensure the independence and integrity of the votes.
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B. Material Conflicts of Interest
In addition to the procedures discussed above, if the CGT Director determines that an issue raises a material conflict of interest, the CGT Director may request a special committee to review, and recommend a course of action with respect to, the conflict(s) in question (Special Committee).
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 matter that materially affects 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 CGT Director determines that an issue raises a potential material conflict of interest, depending on the facts and circumstances, the issue will be addressed 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 consulted have the same recommendation, no portfolio manager objects to that vote, and the vote is consistent with MSIMs Client Proxy Standard. |
3. | If the Research Providers recommendations differ, the CGT Director will refer the matter to a Special Committee to vote on the proposal, as appropriate. |
Any Special Committee shall be comprised of the CGT Director, and at least two portfolio managers (preferably members of the Committee), as approved by the Committee. The CGT Director may request non-voting participation by MSIMs General Counsel or his/her designee and the Chief Compliance Officer or his/her designee . 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. Proxy Voting Reporting
The CGT will document in writing all Committee and Special Committee decisions and actions, which documentation will be maintained by the CGT for a period of at least six years. To the extent these decisions relate to a security held by an MSIM Fund, the CGT will report the decisions to each applicable Board of Trustees/Directors of those Funds at each Boards next regularly scheduled Board meeting. The report will contain information concerning decisions made during the most recently ended calendar quarter immediately preceding the Board meeting.
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 clients account.
MSIMs 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 Funds holdings.
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APPENDIX A
The following procedures apply to accounts managed by Morgan Stanley AIP GP LP and Private Investment Partners Inc. (AIP).
Generally, AIP will follow the guidelines set forth in Section II of MSIMs 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 Fund of Hedge Funds investment team, the Private Equity Fund of Funds investment team or the Private Equity Real Estate Fund of Funds 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 Persons 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 Funds organizational documents; provided , however , that, if the Funds organizational documents require the consent of the Funds 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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NORTHERN CROSS, LLC
PROXY POLICY
Northern Cross, LLC (the Adviser)s policy regarding the voting of proxies consists of (1) the statement of the law and policy, (2) identification of the person(s) responsible for implementing this policy, and (3) the procedures adopted by the Adviser to implement the policy.
1. | Statement of Law and Policy |
A. | Law |
Because a registered investment company (fund) is the beneficial owner of its portfolio securities, it has the right to vote proxies relative to its portfolio securities. The Securities and Exchange Commission has stated that a funds board has the obligation to vote proxies. As a practical matter, fund boards typically delegate this function to the funds adviser/sub-adviser. Rule 206(4)-6 under the Investment Advisers Act of 1940 requires that a registered investment adviser with proxy voting authority generally must satisfy the following four requirements: (i) adopt and implement written proxy voting policies and procedures reasonably designed to ensure the adviser votes client and fund securities in the best interests of clients and fund investors and addressing how conflicts of interest are handled; (ii) disclose its proxy voting policies and procedures to clients and fund investors and furnish clients and fund investors with a copy if they request it; (iii) inform clients and fund investors as to how they can obtain information from the adviser on how their securities were voted; and (iv) retain certain records.
B. | Policy |
The Adviser will vote all proxies delivered to it by the funds custodian. The vote will be cast in such a manner, which, in the Advisers judgment, will be in the best interests of shareholders. The Adviser contracts with Boston Investor Services, Inc. for the processing of proxies. The Adviser will generally comply with the following guidelines:
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Routine Corporate Governance Issues |
The Adviser will vote in favor of management. Routine issues may include, but not be limited to, election of directors, appointment of auditors, changes in state of incorporation or capital structure. In certain cases the Adviser will vote in accordance with the guidelines of specific clients.
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Non-routine Corporate Governance Issues |
The Adviser will vote in favor of management unless voting with management would limit shareholder rights or have a negative impact on shareholder value. Non-routine issues may include, but not be limited to, corporate restructuring/mergers and acquisitions, proposals affecting shareholder rights, anti-takeover issues, executive compensation, and social and political issues. In cases where the number of shares in all stock option plans exceeds 10% of basic shares outstanding, the Adviser generally votes against proposals that will increase shareholder dilution. In general the Adviser will vote against management regarding any proposal that allows management to issue shares during a hostile takeover.
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Non Voting of Proxies |
The Adviser may not vote proxies if voting may be burdensome or expensive, or otherwise not in the best interest of clients.
Conflicts of Interest
Should the Adviser have a conflict of interest with regard to voting a proxy, the Adviser will disclose such conflict to the client and obtain client direction as to how to vote the proxy.
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Record Keeping
The following records will be kept for each client:
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Copies of the Advisers proxy voting policies and procedures. |
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Copies of all proxy statements received. |
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A record of each vote the Adviser casts on behalf of the client along with any notes or documents that were material to making a decision on how to vote a proxy including an abstention on behalf of a client, including the resolution of any conflict. |
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A copy of each written client request for information on how the Adviser voted proxies on behalf of the client and a copy of any written response by the advisor. This proxy policy will be distributed to all clients of the Adviser and added to Part II of Form ADV. A hard copy of the policy will be included in the Compliance Program and is available on request. |
2. | Who is Responsible for Implementing this Policy? |
The Compliance Officer is responsible for implementing, monitoring and updating this policy, including reviewing decisions made on non-routine issues and potential conflicts of interest. The Compliance Officer is also responsible for maintaining copies of all records and backup documentation in accordance with applicable record keeping requirements. The Compliance Officer can delegate in writing any of his or her responsibilities under this policy to another person.
3. | Procedures to Implement this Policy |
Conflicts of Interest
From time to time, proxy voting proposals may raise conflicts between the interests of the Advisers clients and the interests of the Adviser, its employees, or its affiliates. The Adviser must take certain steps designed to ensure, and must be able to demonstrate that those steps resulted in, a decision to vote the proxies that was based on the clients best interest and was not the product of the conflict. For example, conflicts of interest may arise when:
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A proponent of a proxy proposal has a business relationship with the Adviser or its affiliates; |
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The Adviser or its affiliates have business relationships with participants in proxy contests, corporate directors, or director candidates; |
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An Adviser employee has a personal interest in the outcome of a particular matter before shareholders; or |
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An Adviser employee has a business or personal relationship with participants in proxy contests, corporate directors or director candidates. |
The Compliance Officer is responsible for identifying proxy voting proposals that present a conflict of interest. If the Adviser receives a proxy relating to an issuer that raises a conflict of interest, the Compliance Officer shall determine whether the conflict is material to any specific proposal included within the proxy. The Compliance Officer will determine whether a proposal is material as follows:
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Routine Proxy Proposals Proxy proposals that are routine shall be presumed not to involve a material conflict of interest for the Adviser, unless the Compliance Officer has actual knowledge that a routine proposal should be treated differently. For this purpose, routine proposals would typically include matters such as uncontested election of directors, meeting formalities, and approval of an annual report/financial statements. |
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Non-Routine Proxy Proposals Proxy proposals that are non-routine will be presumed to involve a material conflict of interest, unless the Compliance Officer determines that the |
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Adviser does not have such a conflict of interest. For this purpose, 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, retirement plans, profit sharing, or other special remuneration plans). The Adviser and the Compliance Officer will determine on a case-by-case basis that particular non-routine proposals do not involve a material conflict of interest, the Compliance Officer will consider whether the Adviser or any of its officers, directors, employees, or affiliates may have a business or personal relationship with a participant in a proxy contest, the issuer itself or the issuers pension plan, corporate directors, or candidates for directorships. |
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The Compliance Officer will record in writing the basis for any such determination. |
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OPPENHEIMERFUNDS, INC. AND ITS ADVISORY AFFILIATES
PORTFOLIO PROXY VOTING POLICIES AND PROCEDURES
(as of March 1, 2011) and
PORTFOLIO PROXY VOTING GUIDELINES
(as of March 1, 2011 )
These Portfolio Proxy Voting Policies and Procedures (the policies and Procedures), which include the attached Portfolio Proxy Voting Guidelines (the Guidelines), set forth the proxy voting policies, procedures and guidelines to be followed by OppenheimerFunds, Inc. (OFI) and the following advisory affiliates of OFI, OFI Institutional Asset Management, Inc, OFI Private Investments Inc. and HarbourView Asset Management Corporation (individually, an OFI Adviser). Unless noted otherwise and for ease of reference, OFI and each OFI Adviser are collectively referred to herein as OFI.
OFI will follow these Policies, Procedures and Guidelines in voting portfolio proxies relating to securities held by clients, which may include, but is not limited to, separately managed accounts, collective investment trusts, 529 college savings plans, and registered and non-registered investment companies advised or sub-advised by an OFI Adviser (Fund(s)).
To the extent that these Policies, Procedures and Guidelines establish a standard, OFIs compliance with such standard, or failure to comply with such standard, will be subject to OFIs judgment.
A. | Funds for which OFI has Proxy Voting Responsibility |
OFI Registered Funds. Each Board of Directors/Trustees (the Board) of the Funds registered with the U.S. Securities and Exchange Commission (SEC) and advised by OFI (OFI Registered Funds) has delegated to OFI the authority to vote portfolio proxies pursuant to these Policies and Procedures and subject to Board supervision. Any reference herein to Board shall only apply to OFI Registered Funds.
Sub-Advised Funds. OFI also serves as an investment sub-adviser for a number of Funds registered with the SEC and not overseen by the 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.
Other Funds. OFI also serves as an investment adviser for a number of Funds that are not identified as Registered Funds or Sub-Advised Funds, which may include, but are not limited to, separately managed accounts, collective investment trusts, non-registered investment companies and 529 college savings plans (Other Funds). Generally, pursuant to contractual arrangements between OFI and those Other Funds, OFI is responsible for portfolio proxy voting of the portfolio proxies held by those Other Funds.
B. | Proxy Voting Committee |
OFIs 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 agents compliance with these Policies and Procedures and the Guidelines, including any deviations by the proxy voting agent from the Guidelines.
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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 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 companys 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, OFIs 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 agents research and analysis as part of OFIs 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 OFIs and the OFI Registered and Sub-Advised 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, if applicable, 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:
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OFI provides significant investment advisory or other services to a company whose management is soliciting proxies or OFI is seeking to provide such services; |
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a company that is a significant selling agent of OFIs products and services solicits proxies; |
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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 |
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OFI and the company have a lending or other financial-related relationship. |
In each of these situations, voting against company managements 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. The Committee maintains a list of companies that, based on business relationships, may potentially give rise to a conflict of interest
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(Conflicts List). In addition, OFI and the Committee employ the following procedures to further minimize any potential conflict of interest, as long as the Committee determines that the course of action is consistent with the best interests of the Fund and its shareholders:
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If the proposal for a company on the Conflicts List is specifically addressed in the Guidelines, OFI will vote the portfolio proxy in accordance with the Guidelines, unless:(i) the Guidelines provide discretion to OFI on how to vote on the matter ( i.e., case-by-case); or (ii) to the extent a portfolio manager has requested that OFI vote in a manner inconsistent with the Guidelines, the Committee has determined that such a request is in the best interests of the Fund (and, if applicable, its shareholders) and does not pose an actual material conflict of interest. (Examples include, but are not limited to, a determination that the portfolio manager is unaware of the business relationship with the company or is sufficiently independent from the business relationship, and to the Committees knowledge, OFI has not been contacted or influenced by the company in connection with the proposal). |
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If the proposal for the company on the Conflicts List is not specifically addressed in the Guidelines or if the Guidelines provide discretion to OFI on how to vote, OFI will vote in accordance with its proxy voting agents 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 or item (ii) above is not applicable; |
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If neither of the previous two procedures provides an appropriate voting recommendation, the Committee may determine how to vote on the proposal, 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 Funds investment in such loaned securities.
6. | Shares of Registered Investment Companies (Fund of Funds) |
Certain OFI Registered Funds are structured as funds of funds and invest their assets primarily in other underlying OFI Registered Funds (the Fund of Funds). Accordingly, the Fund of Fund is a
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shareholder in the underlying OFI Registered Funds and may be requested to vote on a matter pertaining to those underlying OFI Registered Funds. With respect to any such matter, the Fund of Funds will vote its shares in the underlying OFI Registered Fund in the same proportion as the vote of all other shareholders in that underlying OFI Registered Fund (sometimes called mirror or echo voting).
D. | Fund Board Reports and Recordkeeping |
OFI will prepare periodic reports for submission to the Board of OFI Registered Funds describing:
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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 |
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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. |
In addition, no less frequently than annually, OFI will provide the Boards a written report identifying any recommended changes in existing policies based upon OFIs 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 OFIs voting of portfolio proxies, including, but not limited to:
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these Policies and Procedures, as amended from time to time; |
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records of votes cast with respect to portfolio proxies, reflecting the information required to be included in Form N-PX; |
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records of written client requests for proxy voting information and any written responses of OFI to such requests; and |
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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 Committees responsibilities as set forth in the Committees 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 OFI and the Boards of the OFI Registered 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
Adopted as of the Dates Set Forth Below by:
OppenheimerFunds, Inc., |
March 1, 2011 | |
OFI Institutional Asset Management, Inc., | March 1, 2011 | |
OFI Private Investments Inc. | March 1, 2011 | |
HarbourView Asset Management Corporation | March 1, 2011 | |
New York Board of the Oppenheimer Funds: | March 1, 2011 | |
Denver Board of the Oppenheimer Funds: | February 23, 2011 |
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APPENDIX A
Oppenheimerfunds, Inc. and its Advisory Affiliates
Portfolio Proxy Voting Guidelines
(dated as of March 1, 2011)
1.0 | OPERATIONAL ITEMS |
1.1.1 | Amend Quorum Requirements. |
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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. |
1.1.2 | Amend Articles of Incorporation/Association or Bylaws |
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Vote amendments to the bylaws/charter on a CASE-BY-CASE basis. |
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Vote FOR bylaw/charter changes if: |
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shareholder rights are protected; |
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there is a negligible or positive impact on shareholder value; |
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management provides sufficiently valid reasons for the amendments; and/or |
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the company is required to do so by law (if applicable); and |
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they are of a housekeeping nature (updates or corrections). |
1.1.3 | Change Company Name. |
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Vote WITH Management. |
1.1.4 | Change Date, Time, or Location of Annual Meeting. |
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Vote FOR management proposals to change the date/time/location of the annual meeting unless the proposed change is unreasonable. |
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Vote AGAINST shareholder proposals to change the date/time/location of the annual meeting unless the current scheduling or location is unreasonable. |
1.1.5 | Transact Other Business. |
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Vote AGAINST proposals to approve other business when it appears as voting item. |
1.1.6 | Change in Company Fiscal Term |
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Vote FOR resolutions to change a companys fiscal term for sufficiently valid business reasons. |
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Vote AGAINST if a companys motivation for the change is to postpone its AGM. |
AUDITORS |
1.2 | Ratifying Auditors |
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Vote FOR Proposals to ratify auditors, unless any of the following apply: |
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an auditor has a financial interest in or association with the company, and is therefore not independent; |
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fees for non-audit services are excessive; |
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there is reason to believe that the independent auditor has rendered an opinion which is neither accurate nor indicative of the companys financial position; or |
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poor accounting practices are indentified 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 indentified in Section 404 disclosures. |
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Vote AGAINST shareholder proposals asking companies to prohibit or limit their auditors from engaging in non-audit services. |
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Vote AGAINST shareholder proposals asking for audit firm rotation. |
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Vote on a CASE-BY-CASE basis on shareholder proposals asking the company to discharge the auditor(s). |
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Proposals are adequately covered under applicable provisions of Sarbanes-Oxley Act or NYSE or SEC regulations. |
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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. |
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: |
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composition of the board and key board committees; |
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attendance at board meetings; |
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corporate governance provisions and takeover activity; |
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long-term company performance relative to a market index; |
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directors investment in the company; |
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whether the chairman is also serving as CEO; |
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whether a retired CEO sits on the board |
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WITHHOLD/AGAINST (whichever vote option is applicable on the ballot) VOTES: However, there are some actions by directors that should result in votes being WITHHELD/AGAINST. These instances include directors who: |
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attend less than 75% of the board and committee meetings without a valid excuse; |
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implement or renew a dead-hand or modified dead-hand poison pill; |
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ignore a shareholder proposal that is approved by a majority of the shares outstanding; |
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ignore a shareholder proposal that is approved by a majority of the votes cast for two consecutive years; |
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failed to act on takeover offers where the majority of the shareholders tendered their shares; |
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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; |
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re 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: |
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the non-audit fees paid to the auditor are excessive; |
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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; |
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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; or |
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the company receives an adverse opinion on the companys financial statements from its auditors. |
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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: |
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there is clearly negative correlation between the chief executives pay and company performance under standards adopted in this policy; |
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the company reprices underwater options for stock, cash or other consideration without prior shareholder approval, even if allowed in their equity plan; |
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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 they made to shareholders; |
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the company has inappropriately backdated options; or |
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the company has egregious compensation practices including, but not limited to, the following: |
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egregious employment contracts; |
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excessive perks/tax reimbursements; |
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abnormally large bonus payouts without justifiable performance linkage or proper disclosure; |
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egregious pension/supplemental executive retirement plan (SERP) payouts; |
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new CEO with overly generous new hire package; |
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excessive severance and/or change in control provisions; or |
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dividends or dividend equivalents paid on unvested performance shares or units. |
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enacted egregious corporate governance policies or failed to replace management as appropriate; |
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are inside directors or affiliated outside directors; and the full board is less than majority independent; |
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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; |
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serve on more than five public company boards. (The term public company excludes an investment company.) |
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WITHHOLD/AGAINST on all incumbents if the board clearly lacks accountability and oversight, coupled with sustained poor performance relative to its peers. |
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Additionally, the following should result in votes being WITHHELD/AGAINST (except from new nominees): |
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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; or |
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if the company has adopted or renewed a poison pill without shareholder approval since the companys 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; |
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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 |
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Vote on a CASE-BY-CASE basis on shareholder proposals to maintain or improve ratio of independent versus non-independent directors. |
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Vote FOR proposals seeking to fix the board size or designate a range for the board size. |
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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 Board |
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Vote AGAINST proposals to classify the board. |
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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 |
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Vote FOR proposal to eliminate cumulative voting. |
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Vote on a CASE-BY-CASE basis on cumulative voting proposals at controlled companies (where insider voting power is greater than 50%). |
2.5 | Establishment of Board Committees |
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Generally vote AGAINST shareholder proposals to establish a new board committee, as such proposals seek a specific oversight mechanism/structure that potentially limits a companys ability to maintain its own affairs. However, exceptions may be made if determined that it would be in the best interest of the companys governance structure. |
2.6 | Require Majority Vote for Approval of Directors |
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OFI will generally vote FOR precatory and binding resolutions requesting that the board change the companys 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.
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2.7 | Director and Officer Indemnification and Liability Protection |
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Proposals on director and officer indemnification and liability protection should be evaluated on a CASE-BY-CASE basis, using Delaware law as the standard. |
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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. |
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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. |
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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 companys board (i.e. permissive indemnification) but that previously the company was not required to indemnify. |
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Vote FOR only those proposals providing such expanded coverage in cases when a directors or officers legal defense was unsuccessful if both of the following apply: |
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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 |
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only if the directors legal expenses would be covered. |
2.8 | Establish/Amend Nominee Qualifications |
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Vote on a CASE-BY-CASE basis on proposals that establish or amend director qualifications. |
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Votes should be based on how reasonable the criteria are and to what degree they may preclude dissident nominees from joining the board. |
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Vote AGAINST shareholder proposals requiring two candidates per board seat. |
2.9 | Filling Vacancies/Removal of Directors. |
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Vote AGAINST proposals that provide that directors may be removed only for cause. |
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Vote FOR proposals to restore shareholder ability to remove directors with or without cause. |
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Vote AGAINST proposals that provide that only continuing directors may elect replacements to fill board vacancies. |
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Vote FOR proposals that permit shareholders to elect directors to fill board vacancies. |
2.10 | Independent Chairman (Separate Chairman/CEO) |
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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; |
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two-thirds independent board; |
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all-independent key committees; |
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established governance guidelines; |
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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); |
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the company does not have any problematic governance or management issues, examples of which include, but are not limited to: |
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egregious compensation practices; |
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multiple related-party transactions or other issues putting director independence at risk; |
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corporate and/or management scandal; |
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excessive problematic corporate governance provisions; or |
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flagrant actions by management or the board with potential or realized negative impacts on shareholders. |
2.11 | Majority of Independent Directors/Establishment of Committees |
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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. |
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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. |
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For purposes of Special Purpose Acquisition Corporations (SPAC), when a former CEO of a SPAC company serves on the board of an acquired company, that director will generally be classified as independent unless determined otherwise taking into account the following factors: |
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the applicable listing standards determination of such directors independence; |
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any operating ties to the firm; and |
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if there are any other conflicting relationships or related party transactions. |
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A director who is a party to an agreement to vote in line with management on proposals being brought to a shareholder vote shall be classified as an affiliated outside director. However, when dissident directors are parties to a voting agreement pursuant to a settlement arrangement, such directors shall be classified as independent unless determined otherwise taking into account the following factors: |
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the terms of the agreement; |
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the duration of the standstill provision in the agreement; |
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the limitations and requirements of actions that are agreed upon; |
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if the dissident director nominee(s) is subject to the standstill; and |
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if there are any conflicting relationships or related party transactions. |
2.12 | Open Access |
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Vote CASE-BY-CASE on shareholder proposals asking for open access taking into account the ownership threshold specified in the proposal and the proponents rationale for targeting the company in terms of board and director conduct. |
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2.13 | Stock Ownership Requirements |
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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. |
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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: |
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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. |
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Actual officer stock ownership and the degree to which it meets or exceeds the proponents suggested holding period/retention ration or the companys own stock ownership or retention requirements. |
2.14 | Age or Term Limits |
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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 |
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Votes in a contested election of directors must be evaluated on a CASE-BY-CASE basis considering the following factors: |
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long-term financial performance of the target company relative to its industry; |
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managements track record; |
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background to the proxy contest; |
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qualifications of director nominees (both slates); |
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evaluation of what each side is offering shareholders as well as the likelihood that the proposed objectives and goals can be met; and |
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stock ownership position. |
3.2 | Reimbursing Proxy Solicitation Expenses |
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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 |
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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. |
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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. |
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4.2 | Amend Bylaws without Shareholder Consent |
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Vote AGAINST proposals giving the board exclusive authority to amend the bylaws. |
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Vote FOR proposals giving the board the ability to amend the bylaws in addition to shareholders. |
4.3 | Poison Pills |
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Vote AGAINST proposals that increase authorized common stock for the explicit purpose of implementing a shareholder rights plan (poison pill). |
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Vote FOR shareholder proposals requesting that the company submit its poison pill to a shareholder vote or redeem it. |
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Vote FOR shareholder proposals asking that any future pill be put to a shareholder vote. |
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Votes regarding management proposals to ratify a poison pill should be determined on a CASE-BY-CASE basis. Ideally, plans should embody the following attributes: |
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20% or higher flip-in or flip-over; |
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two to three-year sunset provision; |
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no dead-hand, slow-hand, no-hand or similar features; |
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shareholder redemption feature-if the board refuses to redeem the pill 90 days after an offer is announced, ten percent of the shares may call a special meeting or seek a written consent to vote on rescinding the pill; |
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considerations of the companys existing governance structure including: board independence, existing takeover defenses, and any problematic governance concerns; |
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for management proposals to adopt a poison pill for the stated purpose of preserving a companys net operating losses (NOL pills), the following factors will be considered: |
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the trigger (NOL pills generally have a trigger slightly below 5%); |
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the value of the NOLs; |
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the term; |
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shareholder protection mechanisms (sunset provision, causing expiration of the pill upon exhaustion or expiration of NOLs); and |
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other factors that may be applicable. |
4.4 | Net Operating Loss (NOL) Protective Amendments |
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OFI will evaluate amendments to the companys NOL using the same criteria as a NOL pill. |
4.5 | Shareholder Ability to Act by Written Consent |
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Vote AGAINST proposals to restrict or prohibit shareholder ability to take action by written consent. |
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Vote FOR proposals to allow or make easier shareholder action by written consent. |
4.6 | Shareholder Ability to Call Special Meetings |
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Vote AGAINST proposals to restrict or prohibit shareholder ability to call special meetings. |
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Generally vote FOR proposals that remove restrictions on or provide the right of shareholders to call special meetings and act independently of management taking into account the companys specific governance provisions. |
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4.7 | Establish Shareholder Advisory Committee |
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Vote on a CASE-BY-CASE basis. |
4.8 | Supermajority Vote Requirements |
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Vote AGAINST proposals to require a supermajority shareholder vote. |
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Vote FOR management or shareholder proposals to reduce supermajority vote requirements. However, for companies with shareholder(s) who have significant ownership levels, vote CASE-BY-CASE. |
5.0 | MERGERS AND CORPORATE RESTRUCTURINGS |
5.1 | Appraisal Rights |
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Vote FOR proposals to restore, or provide shareholders with, rights for appraisal. |
5.2 | Asset Purchases |
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Vote CASE-BY-CASE on asset purchase proposals, considering the following factors: |
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purchase price; |
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fairness opinion; |
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financial and strategic benefits; |
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how the deal was negotiated; |
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conflicts of interest; |
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other alternatives for the business; and |
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non-completion risk. |
5.3 | Asset Sales |
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Vote CASE-BY-CASE on asset sale proposals, considering the following factors: |
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impact on the balance sheet/working capital; |
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potential elimination of diseconomies; |
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anticipated financial and operating benefits; |
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anticipated use of funds; |
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value received for the asset; |
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fairness opinion; |
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how the deal was negotiated; and |
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conflicts of interest. |
5.4 | Bundled Proposals |
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Review on a CASE-BY-CASE basis on bundled or conditioned proxy proposals. In the case of times 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 |
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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 |
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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: |
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dilution to existing shareholders position; |
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terms of the offer; |
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financial issues; |
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managements efforts to pursue other alternatives; |
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control issues; and |
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conflicts of interest. |
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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 |
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Votes on proposals regarding the formation of a holding company should be determined on a CASE-BY-CASE basis, taking into consideration the following: |
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the reasons for the change; |
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any financial or tax benefits; |
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regulatory benefits; |
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increases in capital structure; and |
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changes to the articles of incorporation or bylaws of the company. |
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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: |
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increases in common or preferred stock in excess of the allowable maximum as calculated by the RMG Capital Structure Model; and/or |
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adverse changes in shareholder rights. |
5.8 | Going Private Transactions (LBOs, Minority Squeezeouts) and Going Dark Transactions |
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Vote on going private transactions on a CASE-BY-CASE basis, taking into account the following: |
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offer price/premium; |
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fairness opinion; |
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how the deal was negotiated; |
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conflicts of interests; |
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other alternatives/offers considered; and |
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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: |
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whether the company has attained benefits from being publicly-traded (examination of trading volume, liquidity, and market research of the stock); |
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cash-out value; |
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whether the interests of continuing and cashed-out shareholders are balanced; and |
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the market reaction to public announcement of the transaction. |
5.9 | Joint Venture |
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Votes on a CASE-BY-CASE basis on proposals to form joint ventures, taking into account the following: |
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percentage of assets/business contributed; |
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percentage of ownership; |
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financial and strategic benefits; |
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governance structure; |
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conflicts of interest; |
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other alternatives; and |
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non-completion risk. |
5.10 | Liquidations |
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Votes on liquidations should be made on a CASE-BY-CASE basis after reviewing managements efforts to pursue other alternatives, appraisal value of assets, and the compensation plan for executives managing the liquidation. |
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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 |
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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: |
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prospects of the combined company anticipated financial and operating benefits; |
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offer price (premium of discount); |
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fairness opinion; |
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how the deal was negotiated; |
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changes in corporate governance; |
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changes in the capital structure; and |
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conflicts of interest. |
5.12 | Private Placements/Warrants/Convertible Debenture |
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Votes on proposals regarding private placements should be determined on a CASE-BY-CASE basis. When evaluating these proposals the invest should review: |
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dilution to existing shareholders position; |
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terms of the offer; |
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financial issues; |
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managements efforts to pursue other alternatives; |
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control issues; and |
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conflicts of interest. |
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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 |
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Votes on spinoffs should be considered on a CASE-BY-CASE basis depending on: |
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tax and regulatory advantages; |
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planned use of the sale proceeds; |
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valuation of spinoff; |
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fairness opinion; |
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benefits to the parent company; |
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conflicts of interest; |
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managerial incentives; |
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corporate governance changes; and |
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changes in the capital structure. |
5.14 | Value Maximization Proposals |
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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 |
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Review CASE-BY-CASE, with consideration give to RMG transfer-of-wealth analysis. (See section 8.2). |
5.16 | Special Purpose Acquisition Corporations (SPACs) |
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Vote on mergers and acquisitions involving SPAC will be voted on a CASE-BY-CASE using a model developed by RMG which takes in consideration: |
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valuation; |
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market reaction; |
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deal timing; |
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negotiations and process; |
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conflicts of interest; |
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voting agreements; and |
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governance. |
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6.0 | STATE OF INCORPORATION |
6.1 | Control Share Acquisition Provisions |
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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. |
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Vote AGAINST proposals to amend the charter to include control share acquisition provisions. |
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Vote FOR proposals to restore voting rights to the control shares. |
6.2 | Control Share Cashout Provisions |
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Vote FOR proposals to opt out of control share cashout statutes. |
6.3 | Disgorgement Provisions |
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Vote FOR proposals to opt out of state disgorgement provisions. |
6.4 | Fair Price Provisions |
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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. |
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Generally vote AGAINST fair price provisions with shareholder vote requirements greater than a majority of disinterested shares. |
6.5 | Freezeout Provisions |
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Vote FOR proposals to opt out of state freezeout provisions. |
6.6 | Greenmail |
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Vote FOR proposals to adopt anti-greenmail charter of bylaw amendments or otherwise restrict a companys ability to make greenmail payments. |
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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 |
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Proposals to change a companys 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. |
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Vote FOR reincorporation when the economic factors outweigh any neutral or negative governance changes. |
6.8 | Stakeholder Provisions |
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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 |
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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). |
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7.0 | CAPITAL STRUCTURE |
7.1 | Adjustments to Par Value of Common Stock |
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Vote FOR management proposals to reduce the par value of common stock. |
7.2 | Common Stock Authorization |
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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 RMG which considers the following factors: |
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specific reasons/rationale for the proposed increase; |
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the dilutive impact of the request as determined through an allowable cap generated by RiskMetrics quantitative model; |
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the boards governance structure and practices; and |
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risks to shareholders of not approving the request. |
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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 companys shares are in danger of being delisted or if a companys ability to continue to operate as a going concern is uncertain. |
7.3 | Dual-Class Stock |
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Vote AGAINST proposals to create a new class of common stock with superior voting rights. |
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Vote FOR proposals to create a new class of non-voting or sub-voting common stock if: |
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it is intended for financing purposes with minimal or no dilution to current shareholders; and |
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it is not designed to preserve the voting power of an insider or significant shareholder. |
7.4 | Issue Stock for Use with Rights Plan |
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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 |
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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 |
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OFI will vote CASE-BY-CASE on proposals to increase the number of shares of preferred stock authorized for issuance using a model developed by ISS, taking into account company-specific factors including past board performance and governance structure as well as whether the stock is blank check (preferred stock with unspecified voting, conversion, dividend distribution, and other rights) or declawed (preferred stock that cannot be used as takeover defense). |
7.7 | Recapitalization |
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Votes CASE-BY-CASE on recapitalizations (reclassification of securities), taking into account the following: |
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more simplified capital structure; |
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enhanced liquidity; |
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fairness of conversion terms; |
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impact on voting power and dividends; |
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reasons for the reclassification; |
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conflicts of interest; and |
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other alternatives considered. |
7.8 | Reverse Stock Splits |
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Vote FOR management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduced. |
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Vote FOR management proposals to implement a reverse stock split to avoid delisting. |
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Vote 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 RMG. |
79. | Share Purchase Programs |
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Vote FOR management proposals to institute open-market share repurchase plans in which all shareholders may participate on equal terms. |
7.10 | Stock Distributions: Splits and Dividends |
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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 RMG. |
7.11 | Tracking Stock |
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Votes on the creation of tracking stock are determined on a CASE-BY-CASE basis, weighting 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 |
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Vote compensation proposals on a CASE-BY-CASE basis. |
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OFI analyses stock option plans, paying particular attention to their dilutive effect. OFI opposes compensation proposals that OFI believes to be excessive, with consideration of factors including the companys industry, market capitalization, revenues and cash flow. |
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Vote AGAINST equity proposal and compensation committee members if any of the following factors apply: |
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the total cost of the companys equity plans is unreasonable; |
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the plan expressly permits the repricing of stock options/stock appreciate rights (SARs) without prior shareholder approval; |
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the CEO is a participant in the proposed equity-based compensation plan and there is a disconnect between CEO pay and the companys performance where over 50 percent of the year-over-year increase is attributed to equity awards; |
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the plan provides for the acceleration of vesting of equity awards even though an actual change in control may not occur (e.g., upon shareholder approval of a transaction or the announcement of a tender offer); or |
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the plan is a vehicle for poor pay practices. |
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For Real Estate Investment Trusts (REITs), common shares issuable upon conversion of outstanding Operating Partnership (OP) units will be included in the share count for the purposes of determining: (1) market capitalization in the Shareholder Value Transfer (SVT) analysis and (2) shares outstanding in the burn rate analysis. |
8.2 | Director Compensation |
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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 companys 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. |
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Vote FOR the plan if ALL of the following qualitative factors in the boards compensation are met and disclosed in the proxy statement: |
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director stock ownership guidelines with a minimum of three times the annual cash retainer; |
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vesting schedule or mandatory holding/deferral period: |
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a minimum vesting of three years for stock options or restricted stock; or |
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deferred stock payable at the end of a three-year deferral period; |
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mix between cash and equity: |
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a balanced mix of cash and equity, for example 40% cash/60% equity or 50% cash/50% equity; or |
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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; |
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no retirement/benefits and perquisites provided to non-employee directors; and |
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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 |
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Examine on a CASE-BY CASE basis. Factors we consider typically include length of service, companys accomplishments during the Directors tenure, and whether we believe the bonus is commensurate with the Directors contribution to the company. |
8.4 | Cash Bonus Plan |
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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. |
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8.5 | Stock Plans in Lieu of Cash |
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Generally vote FOR management proposals, unless OFI believe the proposal is excessive. |
In casting its vote, OFI reviews the RMG recommendation per a transfer of wealth binomial formula that determines an appropriate cap for the wealth transfer based upon the companys industry peers.
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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. |
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Vote FOR plans which provide a dollar-for-dollar cash for stock exchange. |
8.6 | Pre-Arranged Trading Plans (10b5-1 Plans) |
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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; |
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amendment or early termination of a 10b5-1 Plan is allowed only under extraordinary circumstances, as determined by the board; |
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ninety days must elapse between adoption or amendment of a 10b5-1 Plan and initial trading under the plan; |
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reports on Form 4 must identify transactions made pursuant to a 10b5-1 Plan; |
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an executive may not trade in company stock outside the 10b5-1 Plan; and |
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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 |
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Votes on management proposals seeking Approval to exchange/reprice options are evaluated on a CASE-BY-CASE basis giving consideration to the following: |
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historic trading patterns; |
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rationale for the repricing; |
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value-for-value exchange; |
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option vesting; |
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term of the option; |
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exercise price; and |
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participation. |
8.8 | Employee Stock Purchase Plans |
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Votes on employee stock purchase plans should be determined on a CASE-BY-CASE basis. |
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Votes FOR employee stock purchase plans where all of the following apply: |
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purchase price is it least 85% of fair market value; |
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offering period is 27 months or less; and |
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the number of shares allocated to the plan is 10% or less of the outstanding shares. |
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Votes AGAINST employee stock purchase plans where any of the following apply: |
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purchase price is at least 85% of fair market value; |
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offering period is greater than 27 months; and |
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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) |
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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). |
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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. |
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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 RMG. |
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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 required. |
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Vote AGAINST proposals if the compensation committee does not fully consist of independent outsiders, as defined in RMGs definition of director independence. |
8.10 | Employee Stock Ownership Plans (ESOPs) |
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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 |
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Vote on a CASE-BY-CASE basis. |
8.12 | Advisory Vote on Executive Compensation (Say-on-Pay) Management Proposal |
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Evaluate executive pay and practices, as well as certain aspects of outside director compensation, on a CASE-BY-CASE basis. |
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Vote AGAINST management say on pay (MSOP) proposals, AGAINST/WITHHOLD on compensation committee members (or, in rare cases where the full board is deemed responsible, all directors including the CEO), and/or AGAINST an equity-based incentive plan proposal if: |
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There is misalignment between CEO pay and company performance (pay for performance); |
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The company maintains problematic pay practices; |
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The board exhibits poor communication and responsiveness to shareholders. |
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Additional CASE-BY-CASE considerations for the management say on pay (MSOP) proposals: |
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Evaluation of performance metrics in short-term and long-term plans, as discussed and explained in the Compensation Discussion & Analysis (CD&A); |
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Evaluation of peer group benchmarking used to set target pay or award opportunities; and |
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Balance of performance-based versus non-performance-based pay. |
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Frequency of Advisory Vote on Executive Compensation (Management Say on Pay) |
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Vote FOR annual advisory votes on compensation, which provide the most consistent and clear communication channel for shareholder concerns about companies executive pay programs. |
8.13 | 401(k) Employee Benefit Plans |
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Vote FOR proposals to implement a 401(k) savings plan for employees. |
8.14 | Shareholder Proposals Regarding Executive and Director Pay |
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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. |
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Generally vote FOR shareholder proposals seeking disclosure regarding the companys, boards, or committees 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. |
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Vote FOR shareholder proposals to put option repricings to a shareholder vote. |
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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 |
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Generally vote FOR shareholder proposals advocating the use of performance-based stock options (indexed, premium-priced, and performance-vested options), unless: |
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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 |
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the company demonstrates that it is using a substantial portion of performance-based awards for its top executives. |
8.16 | Pay-for-Performance |
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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. |
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What aspects of the companys short-term and long-term incentive programs are performance-driven? |
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Can shareholders assess the correlation between pay and performance based on the companys disclosure? |
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What type of industry does the company belong to? |
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Which stage of the business cycle does the company belong to? |
8.17 | Pay-for-Superior-Performance Standard |
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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 companys executive compensation plan for senior executives. |
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8.18 | Golden Parachutes and Executive Severance Agreements |
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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. |
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Vote on a CASE-BY-CASE basis on proposals to ratify or cancel golden parachutes. An acceptable parachute should include the following: |
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the parachute should be less attractive than an ongoing employment opportunity with the firm; |
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the triggering mechanism should be beyond the control of management; |
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the amount should not exceed three times base salary plus guaranteed benefits; and |
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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. |
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Voting on Golden Parachutes in an Acquisition, Merger, Consolidation, or Proposed Sale |
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If presented as a separate voting item, OFI will apply the same policy as above. |
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In cases where the golden parachute vote is incorporated into a companys separate advisory vote on compensation (management say on pay), OFI will evaluate the say on pay proposal in accordance with these guidelines, which may give higher weight to that component of the overall evaluation. |
8.19 | Pension Plan Income Accounting |
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Generally vote FOR shareholder proposals to exclude pension plan income in the calculation of earnings used in determining executive bonuses/compensation. |
8.20 | Supplemental Executive Retirement Plans (SERPs) |
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Generally vote FOR shareholder proposals requesting to put extraordinary benefits contained in SERP agreement to a shareholder vote unless the companys executive pension plans do not contain excessive benefits beyond what it offered under employee-wide plans. |
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Generally vote FOR shareholder proposals requesting to limit the executive benefits provided under the companys supplemental executive retirement plan (SERP) by limiting covered compensation to a senior executives annual salary and excluding all incentive or bonus pay from the plans definition of covered compensation used to establish such benefits. |
8.21 | Claw-back of Payments under Restatements |
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Vote on a CASE-BY-CASE basis on shareholder proposals requesting clawbacks or recoupment of bonuses or equity, considering factors such as: |
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the coverage of employees, whether it applies to all employees, senior executives or only employees committing fraud which resulted in the restatement; |
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the nature of the proposal where financial restatement is due to fraud; |
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whether or not the company has had material financial problems resulting in chronic restatements; and/or |
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the adoption of a robust and formal bonus/equity recoupment policy. |
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If a companys bonus recoupment policy provides overly broad discretion to the board in recovering compensation, generally vote FOR the proposal. |
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If the proposal seeks bonus recoupment from senior executives or employees committing fraud, generally vote FOR the proposal. |
8.22 | Tax Gross-Up Proposals |
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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.
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OFI will only vote FOR a proposal that would clearly: |
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have a discernable positive impact on short-term or long-term share value; or |
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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: |
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prudent business practices which support the long-term sustainability of natural resources within the companys business lines, including reasonable disclosure on environmental policy issues that are particularly relevant to the companys business; |
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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. |
In the evaluation of social, political, and environmental proposals, the following factors may be considered:
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what percentage of sales, assets and earnings will be affected; |
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the degree to which the companys stated position on the issued could affect its reputation or sales, leave it vulnerable to boycott, selective purchasing, government sanctions, viable class action or shareholder derivative lawsuits; |
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whether the issues presented should be dealt with through government or company-specific action; |
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whether the company has already responded in some appropriate manner to the request embodied in the proposal; |
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whether the companys analysis and voting recommendation to shareholders is persuasive; |
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what other companies have done in response to the issue; |
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whether the proposal itself is well framed and reasonable; |
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whether the implementation of the proposal would achieve the objectives sought in the proposal; |
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whether the subject of the proposal is best left to the discretion of the board; |
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whether the requested information is available to shareholders either from the company or from a publicly available source; and |
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whether providing this information would reveal proprietary or confidential information that would place the company at a competitive disadvantage. |
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OPPENHEIMER FUNDS INTERNATIONAL POLICY GUIDELINES
These international voting guidelines shall apply in non-US markets only as a supplement to the general OFI voting guidelines. In cases where the international guidelines and the primary guidelines conflict, the international guidelines shall take precedence for non-US market proposals. If the international guidelines do not cover the subject matter of a non-US market proposal, the primary guidelines should be followed.
1.0 | OPERATIONAL ITEMS |
1.1.7 | Financial Results/Director and Auditor Reports |
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Vote FOR approval of financial statements and director and auditor reports, unless: |
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there are material concerns about the financials presented or audit procedures used; or |
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the company is not responsive to shareholder questions about specific items that should be publicly disclosed. |
1.1.8 | Allocation of Income and Dividends |
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Vote FOR approval of allocation of income and distribution of dividends, unless: |
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the dividend payout ratio has been consistently below 30% without an adequate explanation; or |
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the payout ratio is excessive given the companys financial position. |
1.1.9 | Stock (Scrip) Dividend Alternative |
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Vote FOR reasonable stock (scrip) dividend proposals that allow for cash options. |
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Vote AGAINST proposals that do not allow for a cash option unless management demonstrates that the cash option is harmful to shareholder value. |
1.1.10 | Lower Disclosure Threshold for Stock Ownership |
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Vote AGAINST resolutions to lower the stock ownership disclosure threshold below 5% unless compelling reasons exist to implement a lower threshold. |
AUDITORS |
1.3 | Appointment of Internal Statutory Auditors |
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Vote FOR the appointment and reelection of statutory auditors, unless: |
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there are serious concerns about the statutory reports presented or the audit procedures used; |
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questions exit concerning any of the statutory auditors being appointed; or |
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the auditors have previously served the company is an executive capacity or can otherwise be considered affiliated with the company. |
1.4 | Remuneration of Auditors |
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Vote FOR proposals to authorize the board to determine the remuneration of auditors, unless there is evidence of excessive compensation relative to the size and nature of the company or the scope of the services provided. |
1.5 | Indemnification of Auditors |
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Vote AGAINST proposals to indemnify auditors. |
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2.0 | THE BOARD OF DIRECTORS |
2.14 | Discharge of Board and Management |
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Vote FOR discharge of the board and management, unless: |
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there are serious questions about actions of the board or management for the year in questions, including reservations from auditors; or |
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material legal or regulatory action is being taken against the company or the board by shareholders or regulators. |
4.0 | ANTITAKEOVER DEFENSES AND VOTING RELATED ISSUES |
4.3 | Poison Pills |
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Votes on poison pills or shareholder rights plans, are determined on a CASE-BY-CASE basis. A plan is supportable if its scope is limited to the following two purposes and it conforms to new generation rights plan guidelines: |
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to give the board more time to find an alternative value enhancing transaction; and |
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to ensure the equal treatment of shareholders. |
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Vote AGAINST plans that go beyond this purpose by giving discretion to the board to either: |
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determine whether actions by shareholders constitute a change in control; |
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amend material provisions without shareholder approval; |
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interpret other provisions; |
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redeem the plan without a shareholder vote; or |
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prevent a bid from going to shareholders. |
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Vote AGAINST plans that have any of the following characteristics: |
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unacceptable key definitions; |
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flip-over provision; |
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permitted bid period greater than 60 days; |
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maximum triggering threshold set at less than 20% of outstanding shares; |
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does not permit partial bids; |
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bidder must frequently update holdings; |
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requirement for a shareholder meeting to approve a bid; or |
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requirement that the bidder provide evidence of financing. |
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In addition to the above, a plan must include: |
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an exemption for a permitted lock up agreement; |
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clear exemptions for money managers, pension funds, mutual funds, trustees and custodians who are not making a takeover bid; and |
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exclude reference to voting agreements among shareholders. |
4.8 | Renew Partial Takeover Provision |
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Vote FOR proposals to renew partial takeover provision. |
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4.9 | Depositary Receipts and Priority Shares |
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Vote on a CASE-BY-CASE basis on the introduction of depositary receipts. |
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Vote AGAINST the introduction of priority shares. |
4.10 | Issuance of Free Warrants |
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Vote AGAINST the issuance of free warrants. |
4.11 | Defensive Use of Share Issuances |
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Vote AGAINST management requests to issue shares in the event of a takeover offer or exchange bid for the companys shares. |
5.0 | MERGERS AND CORPORATE RESTRUCTURINGS |
5.16 | Mandatory Takeover Bid Waivers |
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Vote proposals to waive mandatory takeover bid requirements on a CASE-BY-CASE basis. |
5.17 | Related-Party Transactions |
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In evaluating resolutions that seek shareholder approval on related-party transactions (RPTs), vote on a CASE-BY-CASE basis, considering factors including, but not limited to, the parties, assets, and pricing of the transactions. |
5.18 | Expansion of Business Activities |
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Vote favorable expansion of business lines WITH MANAGEMENT unless the proposed new business takes the company into endeavors that are not justified from a shareholder risk/reward perspective. If the risk/reward is unclear, vote on a CASE-BY-CASE basis. |
7.0 | CAPITAL STRUCTURE |
7.12 | Pledge of Assets for Debt |
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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%.
7.13 | Increase in Authorized Capital |
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Vote FOR nonspecific proposals to increase authorized capital up to 100% over the current authorization unless the increase would leave the company with less than 30% of its new authorization outstanding. |
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Vote FOR specific proposals to increase authorized capital to any amount, unless: |
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the specific purpose of the increase (such as share-based acquisition or merger) does not meet OFI guidelines for the purpose being proposed; or |
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the increase would leave the company with less than 30% of its new authorization outstanding after adjusting for all proposed issuances. |
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Vote AGAINST proposals to adopt unlimited capital authorization. |
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7.14 | Share Issuance Requests |
General issuance requests under both authorized and conditional capital systems allow companies to issue shares to raise funds for general financing purposes. Issuances can be carried out with or without preemptive rights. Corporate law in many countries recognizes preemptive rights and requires shareholder approval for the disapplication of such rights.
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Vote FOR issuance requests with preemptive rights to a maximum of 100% over currently issued capital. |
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Vote FOR issuance requests without preemptive rights to a maximum of 20% of currently issued capital. |
7.15 | Reduction of Capital |
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Vote FOR proposals to reduce capital for routine accounting purposes unless the terms are unfavorable to shareholders. Examples of routine capital reduction proposals found overseas include: |
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reduction in the stated capital of the companys common shares to effect a reduction in a companys deficit and create a contributed surplus. If net assets are in danger of falling below the aggregate of a companys liabilities and stated capital, some corporate law statutes prohibit the company from paying dividends on its shares. |
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Reduction in connection with a previous buyback authorization, as typically seen in Scandinavia, Japan, Spain, and some Latin American markets. In most instances, the amount of equity that may be cancelled is usually limited to 10% by national law. |
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Vote proposals to reduce capital in connection with corporate restructuring on a CASE-BY-CASE basis, considering individual merits of each request. |
7.16 | Convertible Debt Issuance Requests |
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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 the above guidelines on equity issuance requests. |
7.17 | Debt Issuance Requests (Non-convertible) |
When evaluating a debt issuance request, the issuing companys present financial situation is examined. The main factor for analysis is the companys current debt-to-equity ratio, or gearing level. A high gearing level may incline markets and financial analysts to downgrade the companys bond rating, increasing its investment risk factor in the process. A gearing level up to 100% is considered acceptable.
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Vote FOR debt issuances for companies when the gearing level is between zero and 100%. |
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Proposals involving the issuance of debt that result in the gearing level being greater than 100% are considered on a CASE-BY-CASE basis. Any proposed debt issuance is compared to industry and market standards. |
7.18 | Reissuance of Shares Repurchased |
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Vote FOR requests to reissue any repurchased shares unless there is clear evidence of abuse of this authority in the recent past. |
7.19 | Capitalization of Reserves for Bonus Issues/Increase in Par Value |
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Vote FOR requests to capitalize reserves for bonus issues of shares or to increase par value. |
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7.20 | Control and Profit Agreements/Affiliation Agreements with Subsidiaries |
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Vote FOR management proposals to approve control and profit transfer agreements between a parent and its subsidiaries. |
8.0 | EXECUTIVE AND DIRECTOR COMPENSATION |
8.21 | Director Remuneration |
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Vote FOR proposals to award cash fees to non-executive directors, unless the amounts are excessive relative to other companies in the country or industry. |
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Vote non-executive director compensation proposals that include both cash and share-based components on a CASE-BY-CASE basis. |
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Vote proposals that bundle compensation for both non-executive and executive directors into a single resolution on a CASE- BY-CASE basis. |
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Vote AGAINST proposals to introduce retirement benefits for non-executive directors. |
8.22 | Retirement Bonuses for Directors and Statutory Auditors |
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Vote AGAINST the payment of retirement bonuses to directors and statutory auditors when one or more of the individuals to whom the grants are being proposed has not served in an executive capacity for the company or where one or more of the individuals to whom the grants are being proposed has not served in their current role with the company for the last five consecutive years. |
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Vote AGAINST the payment of retirement bonuses to any directors or statutory auditors who have been designated by the company as independent. |
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PACIFIC INVESTMENT MANAGEMENT COMPANY LLC
DESCRIPTION OF PROXY VOTING POLICIES AND PROCEDURES
PIMCO has adopted written proxy voting policies and procedures (Proxy Policy) as required by Rule 206(4)-6 under the Advisers Act. In addition to covering the voting of equity securities, the Proxy Policy also applies generally to voting and/or consent rights of PIMCO, on behalf of each account, with respect to debt securities, including but not limited to, plans of reorganization, and waivers and consents under applicable indentures. The Proxy Policy does not apply, however, to consent rights that primarily entail decisions to buy or sell investments, such as tender or exchange offers, conversions, put options, redemption and Dutch auctions. 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 accounts.
With respect to the voting of proxies relating to equity securities, PIMCO has selected an unaffiliated third party proxy research and voting service (Proxy Voting Service), to assist it in researching and voting proxies. With respect to each proxy received, the Proxy Voting Service researches the financial implications of the proposals and provides a recommendation to PIMCO as to how to vote on each proposal based on the Proxy Voting Services research of the individual facts and circumstances and the Proxy Voting Services application of its research findings to a set of guidelines that have been approved by PIMCO. Upon the recommendation of the applicable portfolio managers, PIMCO may determine to override any recommendation made by the Proxy Voting Service. In the event that the Proxy Voting Service does not provide a recommendation with respect to a proposal, PIMCO may determine to vote on the proposals directly.
PIMCO exercises voting and consent rights directly with respect to debt securities held by a client account. PIMCO considers each proposal regarding a debt security 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 may determine not to vote a proxy for a debt or equity security if: (1) the effect on the applicable accounts economic interests or the value of the portfolio holding is insignificant in relation to the accounts portfolio; (2) the cost of voting the proxy outweighs the possible benefit to the applicable account, including, without limitation, situations where a jurisdiction imposes share blocking restrictions which may affect the ability of the portfolio managers to effect trades in the related security; or (3) PIMCO otherwise has determined that it is consistent with its fiduciary obligations not to vote the proxy.
In the event that the Proxy Voting Service does not provide a recommendation or the portfolio managers of a client account propose to override a recommendation by the Proxy Voting Service, and for all debt security proxies, PIMCO will review the proxy to determine whether there is a material conflict between PIMCO and the applicable account or among PIMCO-advised accounts. If no material conflict exists, the proxy will be voted according to the portfolio managers recommendation. If a material conflict does exist, PIMCO will seek to resolve the conflict in good faith and in the best interests of the applicable client account, as provided by the Proxy Policy. The Proxy Policy permits PIMCO to seek to resolve material conflicts of interest by pursuing any one of several courses of action. With respect to material conflicts of interest between PIMCO and a client account, the Proxy Policy permits PIMCO to either: (i) convene a committee to assess and resolve the conflict (the Proxy Conflicts Committee); or (ii) vote in accordance with protocols previously established by the Proxy Conflicts Committee with respect to specific types of conflicts. With respect to material conflicts of interest between one or more PIMCO-advised accounts, the Proxy Policy permits PIMCO to: (i) designate a PIMCO portfolio manager who is not subject to the conflict to determine how to vote the proxy if the conflict exists between two accounts with at least one portfolio manager in common; or (ii) permit the respective portfolio managers to vote the proxies in accordance with each client accounts best interests if the conflict exists between client accounts managed by different portfolio managers.
PIMCO will supervise and periodically review its proxy voting activities and the implementation of the Proxy Policy.
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SSgA FUNDS MANAGEMENT, INC.
PROXY VOTING POLICY
Introduction
SSgA Funds Management, Inc. (SSgA FM) is a registered investment adviser and a wholly owned subsidiary of State Street Corporation, a leading provider of financial services to institutional investors. As an investment manager, SSgA FM has discretionary proxy voting authority over most of its client accounts, and SSgA FM votes these proxies in the manner that we believe will most likely protect and promote the long term economic value of client investments and as set forth in the SSgA FM Proxy Voting Guidelines (the Proxy Voting Guidelines).
Proxy Voting Procedure
Oversight
The SSgA FM Corporate Governance Team, comprised of corporate governance professionals and governance analysts, is responsible for implementing the Proxy Voting Guidelines, case-by-case voting items, issuer engagement activities, and research and analysis of governance-related issues impacting shareholder value. The implementation of the Proxy Voting Guidelines is overseen by the SSgA FM Global Proxy Review Committee (SSgA FM PRC), a committee of investment, compliance and legal professionals, who provide guidance on proxy issues as described in more detail below. The SSgA FM PRC reports to the SSgA Investment Committee, and may refer certain significant proxy items to that committee. In addition to voting proxies, SSgA:
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 clients proxies; |
4) | matches proxies received with holdings as of record date; |
5) | generally applies its proxy voting policy consistently and keeps records of votes for each client; |
6) | documents the reason(s) for voting for all non-routine items; and |
7) | keeps records of such proxy voting available for inspection by the client or governmental agencies. |
Oversight of the proxy voting process is ultimately the responsibility of the SSgA Investment Committee. The SSgA Investment Committee reviews and approves amendments to the Proxy Voting Guidelines.
Proxy Voting Process
SSgA FM retains Institutional Shareholder Services Inc. (ISS), a firm with expertise in proxy voting and corporate governance, to support our proxy voting process. SSgA FM utilizes ISSs services in three ways: (1) as SSgA FMs proxy voting agent (providing SSgA FM with vote execution and administration services); (2) applying SSgA FMs Proxy Voting Guidelines; and (3) provides research and analysis relating to general corporate governance issues and specific proxy items.
On most routine proxy voting items (e.g., retention of auditors), ISS will effect the proxy votes in accordance with the Proxy Voting Guidelines and our standing instructions, which the SSgA FM Corporate Governance Team reviews with ISS on an annual basis or on a case-by-case basis as required. The guidance permits ISS to apply the Proxy Voting Guidelines without consulting us on each proxy and in a manner that is consistent with our investment view. On matters not directly covered by the Proxy Voting Guidelines, and we conclude there is no likelihood of impacting shareholder value, ISS may effect proxy votes in accordance with its own recommendations.
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In other cases, the Corporate Governance Team will evaluate the proxy solicitation to determine how to vote consistent with SSgA FMs investment views and to maximize the value of our client accounts. In general, the Corporate Governance Team will engage in this additional review for:
(i) | proxies that 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); and |
(ii) | proxies that 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. |
In some instances, the SSgA FM Corporate Governance Team may refer significant issues which are not addressed by our Proxy Voting Guidelines or guidance to ISS to the SSgA FM PRC for a determination of the proxy vote. In addition, in determining whether to refer a proxy vote to the SSgA FM PRC, the SSgA FM Corporate Governance Team will examine whether there is a material conflict of interest between the interests of our client and those of SSgA FM or its affiliates (as explained in greater detail below under Conflict of Interest). 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 (i.e., to maximize the economic value of our clients securities).
Conflict of Interest
From time to time, SSgA FM will review a proxy which may present a potential conflict of interest. In general, we do not believe matters that fall within our Proxy Voting Guidelines and are voted consistently with the Proxy Voting Guidelines present any potential conflicts, since the vote on the matter has effectively been determined without reference to the soliciting entity; however, where matters do not fall within our Proxy Voting Guidelines or where we believe that voting in accordance with the Proxy Voting Guidelines is unwarranted, we conduct an additional review to determine whether there is a conflict of interest. Although various relationships could be deemed to give rise to a conflict of interest, we have determined that two categories of relationships present a serious concern to warrant an alternative process: (1) clients of SSgA FM or its affiliates which are among the top 100 clients of State Street Corporation or its affiliates based upon revenue; and (2) the 10 largest broker-dealers used by SSgA, based upon revenue (a Material Relationship).
In circumstances where either (i) the matter does not fall clearly within the Proxy Voting Guidelines or (ii) SSgA FM determines that voting in accordance with such policies or guidance is not in the best interests of its clients, the Director of SSgA FMs Corporate Governance Team will determine whether a Material Relationship exists. If so the matter is referred to the SSgA FM PRC. The SSgA FM PRC then reviews the matter and determines whether a conflict of interest exists, and if so, how to best resolve such conflict. For example, the SSgA FM PRC may (i) determine that the proxy vote does not give rise to a conflict due to the issues presented, (ii) refer the matter to the SSgA Investment Committee for further evaluation or (iii) retain an independent fiduciary to determine the appropriate vote.
Engagement
SSgA FM conducts issuer engagement activity to support SSgA FMs voting principles. SSgA FM believes engagement with portfolio companies is often the most active and productive way shareholders can exercise their ownership rights, with the goal of increasing shareholder value. SSgA FM regularly engages with companies to discuss corporate governance issues and to provide insight about the principles and practices that drive our voting decisions. In our discussions, we highlight the attributes and practices that we believe enhance the quality of corporate governance at companies. Some engagement topics include takeover defenses, merger transactions, proxy contests, board elections, sustainability issues, executive compensation, equity compensation plans and other topical issues of interest to our
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clients as shareholders. Through our discussions, we seek to strengthen the quality of corporate governance with boards and management, which can also help protect shareholder value.
The SSgA FM Governance Team is dedicated to providing governance research, analysis, issuer engagement and voting services. The SSgA FM Governance Team has no fixed set of priorities that dictate engagement practices. Instead, we view engagement practices as being dependent upon facts and circumstances, while giving consideration to the size of our total position of the issuer and/or the potential negative governance practices, performance profile, and circumstance at hand.
Nature and Form of Engagement
SSgA FM believes issuer engagement can take many forms and be triggered under numerous circumstances. The following methods represent how SSgA FM defines engagement methods:
Reactive
Reactive engagement is initiated by the issuers and typically represents a majority of SSgA FMs engagement activity. SSgA FM routinely discusses specific voting issues and items with the issuer community. These are viewed as an opportunity to address not only voting items, but also a wide range of governance items that impact shareholder value.
Recurring
Recurring engagement takes advantage of SSgA FMs strong relationships with many of its largest holdings. SSgA FM maintains regular face to face meetings with these issuers, allowing SSgA FM to reinforce key tenets of good corporate governance and actively advise these issuers around concerns that SSgA FM feels may impact long term shareholder value.
Dynamic
Using screening tools designed to capture a mix of SSgA FMs largest exposures to issuers demonstrating severe negative governance profiles, SSgA FM will actively seek direct dialogue with the board and management. In these cases, the dynamic engagement process represents the most meaningful chance for SSgA FM to protect long term shareholder value from excessive risk due to governance related risks.
SSgA FM believes active engagement is best conducted individually and directly with company management or board members. Collaborative engagement, where multiple shareholders communicate with company representatives, such as shareholder conference calls, can serve as a potential forum for issues that are not identified by SSgA FM as requiring active engagement.
When Does SSgA FM Engage Issuers?
SSgA FM uses various methods to monitor its investments to determine which issuers require dynamic engagement. A blend of quantitative and qualitative research and data is used to identify potential engagement opportunities. SSgA FM sources internal and external research and screening tools to support the engagement process.
Voting and engagement
SSgA FM believes engagement and voting activity have a direct relationship. Issuer engagement seeks to address significant shareholder concerns and governance issues. Logically, successful issuer engagement should reduce the need to vote against management. The integration and exercise of both these rights leads to a meaningful shareholder tool that seeks to achieve enhanced shareholder value on behalf of SSgA FM clients.
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Developed and Non-Developed Markets
SSgA FM engagement philosophy applies across all global markets. We have found the opportunity and effectiveness of engagement activity directly correlates to the level of ownership and voting rights provided by local market laws. From market to market, engagement activity may take different forms in order to best achieve long term engagement goals.
Engagement in developed markets is a mature process for SSgA FM. In some cases, engagement activity is institutionalized into local best practices, such as the UK Stewardship Code overseen by Financial Reporting Commission (FRC). In the UK, disclosure standards are high, allowing shareholders simple access to the key components of governance, such as board and by-law structure, remuneration policies and practices, sustainability data and reporting, among others. Further, shareholder rights are relatively high allowing for SSgA FM to engage on a variety of issues.
In many non-OECD markets we often supplement direct company engagement with participation in shareholder advocacy groups that seek change at a market level. This type of top-down approach should have a positive long-term impact by addressing shortcomings in local market laws on disclosure, best practice and shareholder rights.
Summary of Proxy Voting Guidelines
Directors and Boards
The election of directors is one of the most important fiduciary duties SSgA FM performs as a shareholder. SSgA FM believes that well-governed companies can protect and pursue shareholder interests better and withstand the challenges of an uncertain economic environment. As such, SSgA FM seeks to vote director elections, in a way, which we as a fiduciary, believe will maximize the monetary value of each portfolios holdings.
The role of the board, in SSgA FMs view, is to carry out its responsibilities in the best long term interest of the company and its shareholders. A strong and effective board oversees management, provides guidance on strategic matters, selects the CEO and other senior executives, creates a succession plan, and performs risk oversight and performance assessment of the CEO and management. In contrast, management implements the business strategy and runs the companys day-to-day operations. As part of SSgA FMs engagement process, we routinely discuss the importance of the board with issuers.
In voting to elect nominees, SSgA FM considers many factors. SSgA FM believes independent directors are crucial to good corporate governance and help management establish sound corporate governance policies and practices. A sufficiently independent board will most effectively monitor management and perform oversight functions necessary to protect shareholder interests. In assessing nominees, SSgA FM considers whether board nominees will perform their duties without management influence, and whether the nominee has the appropriate skills and industry knowledge necessary to contribute fully to the company.
SSgA FM advocates that boards adopt a committee structure with independent directors on the key committees. When opposing directors, based on independence factors, SSgA FM focuses on the key committees. We believe a vigorous and diligent board of directors, a majority of whom are independent, with an appropriate committee structure, is the key to fulfilling the boards responsibilities to a corporations effective governance.
Accounting and Audit Related Issues
SSgA FM believes audit committees are critical and necessary as part of the boards risk oversight role. We expect auditors to provide assurance as of a companys financial condition. Having trust in the accuracy of financial statements is important for shareholders to make decisions. Subsequently, SSgA FM believes that it is imperative for audit committees to select outside auditors who are independent from management.
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We believe the audit committee is responsible for appointing, compensating, retaining and overseeing the issuers outside audit firm. In addition, we believe the audit committee should approve audit and non-audit services performed by outside audit firms.
Capital Structure, Reorganization and Mergers
Though we dont seek involvement in the day-to-day operations of an organization, we recognize the need for oversight and input into management decisions that may affect a companys value. Altering the capital structure of a company is a critical decision for management, and in making such a critical decision, we believe the company should have a well explained business rationale that is consistent with corporate strategy and should not overly dilute its shareholders.
The organizational structure of a company or proposed modifications to a company, may improve the effectiveness of a companys operations, thereby enhancing shareholder value. M&A issues may result in a substantial economic impact to a corporation. SSgA FM evaluates mergers and acquisitions on a case-by-case basis. SSgA FM considers the adequacy of the consideration and the impact of the corporate governance provisions to shareholders. In all cases, SSgA FM uses its discretion in order to maximize shareholder value.
Occasionally, companies add anti-takeover provisions that reduce the chances of a potential acquirer making an offer or reducing the likelihood of a successful offer. SSgA FM does not support proposals that reduce shareholders rights, entrench management or reduce the likelihood of shareholders right to vote on reasonable offers.
Compensation
SSgA FM considers the boards responsibility to include setting the appropriate level of executive compensation. Despite the differences among the types of plans and the awards possible, there is a simple underlying philosophy that guides SSgA FMs analysis of executive compensation; there should be a direct relationship between executive compensation and company performance over the long term.
General/Routine
Although we do not seek involvement in the day-to-day operations of an organization, we recognize the need for conscientious oversight and input into management decisions that may affect a companys value. We believe SSgA FM should support proposals that encourage economically advantageous corporate practices and governance, while leaving decisions that are deemed to be routine or constitute ordinary business to management and the board of directors.
Environmental and Social Issues
Proposals relating to social and environmental issues, typically initiated by shareholders, generally request that the company disclose or amend certain business practices. Often, proposals may address concerns with which SSgA FM philosophically agrees, but absent a compelling economic impact on shareholder value, SSgA FM will typically abstain from voting on these proposals.
International Statement
SSgA FM reviews proxies of non-US issuers consistent with our Principles and Proxy Voting Guidelines; however, SSgA FM also endeavors to show sensitivity to local market practices when voting non-US proxies. This may lead to contrasting votes as corporate governance standards, disclosure requirements and voting mechanics differ from market to market. We will vote issues in the context of our Proxy Voting Guidelines, as well as local market standards, where appropriate.
SSgA FM votes in all markets where it is feasible; however, SSgA FM may refrain from voting meetings when power of attorney documentation is required, where voting will have a material impact on our
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ability to trade the security, or where issuer-specific special documentation is required or various market or issuer certifications are required. SSgA FM is unable to vote proxies when certain custodians, used by our clients, do not offer proxy voting in a jurisdiction or when they charge a meeting specific fee in excess of the typical custody service agreement.
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SSgA FM Proxy Voting Guidelines
State Street Global Advisors Funds Management (SSgA FM) seeks to vote proxies for which we have discretionary authority in the best interests of our clients. This means that we make voting decisions in the manner we believe will most likely protect and promote the long term economic value of client accounts. 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. SSgA FM takes the view that voting in a manner consistent with maximizing the monetary value of our clients holdings will benefit our direct clients (e.g. fund shareholders).
I. | DIRECTOR RELATED ITEMS |
Director related proposals concern issues submitted to shareholders that deal with the composition of the board or impact the members of a corporations board of directors. In deciding which director nominee to support, SSgA FM considers numerous factors.
Director Elections
SSgA FM generally supports election of directors in most uncontested elections. However, SSgA FM may withhold votes from (or support the removal of) a nominee or an entire board, in certain circumstances, including but not limited to:
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A nominee who we determine to be inadequately independent of management and serves on any of the boards key committees (compensation, audit, and nominating). 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 board meetings, or whether the nominee receives non-board related compensation from the issuer. |
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CEOs of public companies who sit on more than three public company boards. |
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Nominees who sit on more than six public company boards. |
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SSgA FM may withhold votes from all director nominees at companies that have ignored a shareholder proposal which received a majority of the shares outstanding at the last annual or special meeting, unless management submits the proposal(s) on the ballot as a binding management proposal, recommending shareholders vote for the particular proposal(s). |
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SSgA FM may withhold votes from compensation committee members where there is a weak relationship between executive pay and performance over a five-year period. |
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SSgA FM will withhold votes from audit committee members if non-audit fees exceed 50% of total fees paid to the auditors. |
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SSgA FM will withhold votes from directors who appear to have been remiss in their duties. |
Director Related Proposals
SSgA FM generally votes for the following director related proposals:
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Discharge of board members duties, in the absence of pending litigation, governmental investigation, charges of fraud or other indications of significant concern. |
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Proposals to restore shareholders ability to remove directors with or without cause. |
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Proposals that permit shareholders to elect directors to fill board vacancies. |
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Shareholder proposals seeking disclosure regarding the company, board, or compensation committees use of compensation consultants, such as company name, business relationship(s) and fees paid. |
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SSgA FM generally votes against the following director related proposals:
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Requirements that candidates for directorships own large amounts of stock before being eligible to be elected. |
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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. |
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Shareholder proposals requiring two candidates per board seat. |
Majority Voting
SSgA FM will generally support a majority vote standard if it is based on shares outstanding, and SSgA FM will generally vote against proposals requesting a majority vote based on votes cast standard.
SSgA FM will generally vote to support amendments to bylaws that would require simple majority of voting shares (i.e. shares outstanding) to pass or repeal certain provisions.
Annual Elections
SSgA FM generally supports the establishment of annual elections of the board of directors. Consideration is given to the overall level of board independence and the independence of the key committees as well as whether there is a shareholders right plan.
Cumulative Voting
SSgA FM does not support cumulative voting structures for the election of directors.
Separation Chair/CEO
SSgA FM analyzes proposals for the separation of Chair/CEO on a case by case basis taking into consideration numerous factors, including but not limited to, a companys performance and the overall governance structure of the company.
Age/Term Limits
Generally, SSgA FM will vote against limits to tenure.
Approve Remuneration of Directors
Generally, SSgA FM will support directors compensation, provided the amounts are not excessive relative to other issuers in the market or industry. In making our determination, we review whether the compensation is overly dilutive to existing shareholders.
Indemnification
Generally, SSgA FM supports proposals to limit directors liability and/or expand 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.
Classified Boards
SSgA FM generally supports annual elections for the board of directors. In certain cases, SSgA FM will support a classified board structure, if the board is composed of 80 percent of independent directors, the boards key committees (auditing, nominating and compensation) are composed of independent directors, and SSgA FM will consider other governance factors, including antitakeover devices.
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Confidential Voting
SSgA FM will support confidential voting.
Board Size
SSgA FM will support proposals seeking to fix the board size or designate a range for the board size and will vote against proposals that give management the ability to alter the size of the board outside of a specified range without shareholder approval.
II. | AUDIT RELATED ITEMS |
Ratifying Auditors and Approving Auditor Compensation
SSgA FM supports the approval of auditors and auditor compensation provided that the issuer has properly disclosed audit and non-audit fees relative to market practice and the audit fees are not deemed excessive. SSgA FM deems audit fees to be excessive if the non-audit fees for the prior year constituted 50% or more of the total fees paid to the auditor. SSgA FM will support the disclosure of auditor and consulting relationships when the same or related entities are conducting both activities and will support the 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.
In circumstances where other fees include fees related to initial public offerings, bankruptcy emergence, and spin-offs, and the company makes public disclosure of the amount and nature of those fees which are determined to be an exception to the standard non-audit fee category, then such fees may be excluded from the non-audit fees considered in determining the ratio of non-audit to audit/audit-related fees/fax compliance and preparation for purposes of determining whether non-audit fees are excessive.
SSgA FM will support the discharge of auditors and requirements that auditors attend the annual meeting of shareholders. * .
Accept Financial Statements Consolidated Financial Statements and Statutory Reports
It is the auditors responsibility to provide assurance as of the companys financial condition. Accordingly, in the absence of pending litigation, governmental investigation, charges of fraud or other indicia of significant concern, SSgA FM will accept the financial statement, allocation of income and/or statutory report.
III. | CAPITAL STRUCTURE |
Capital structure proposals include requests by management for approval of amendments to the certificate of incorporation that will alter the capital structure of the company. The most common request is for an increase in the number of authorized shares of common stock, usually in conjunction with a stock split or dividend. Typically, requests that are not unreasonably dilutive or enhance the rights of common shareholders are supported. In considering authorized share proposals, the typical threshold for approval is 100% over current authorized shares. However, the threshold may be increased if the company offers a specific need or purpose (merger, stock splits, growth purposes, etc.). All proposals are evaluated on a case-by-case basis taking into account the companys specific financial situation.
Increase in Authorized Common Shares
In general, SSgA FM supports share increases for general corporate purposes up to 100% of current authorized stock.
* | 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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SSgA FM supports increases for specific corporate purposes up to 100% of the specific need plus 50% of current authorized common stock for U.S. firms and plus 100% of current authorized stock for international firms.
When applying the thresholds, SSgA FM will also consider the nature of the specific need, such as mergers and acquisitions and stock splits.
Increase in Authorized Preferred Shares
SSgA FM votes on a case-by-case basis on proposals to increase the number of preferred shares.
Generally, SSgA FM will vote for the authorization 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 appear reasonable.
SSgA FM will support proposals to create declawed blank check preferred stock (stock that cannot be used as a takeover defense).
However, SSgA FM will 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.
Preemptive Rights and Non-Preemptive Rights
In general, SSgA FM supports issuance authority requests up to 100% of current share capital with preemptive rights. Requests for the authority to remove preemptive rights will be supported for share issuances that are less than a certain percentage (ranging from 5-20%, based on market practice) of the outstanding shares, unless even such a small amount could have a material dilutive effect on existing shareholders (e.g. illiquid markets).
For Hong Kong, SSgA FM does not support issuances that do not place limits on discounts or do not provide the authority to refresh the share issuance amounts without prior shareholder approval.
Unequal Voting Rights
SSgA FM will not support proposals authorizing the creation of new classes of common stock with superior voting rights and will vote against new classes of preferred stock with unspecified voting, conversion, dividend distribution, and other rights. In addition, SSgA FM will not support 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.
However, SSgA FM will support capitalization changes that eliminate other classes of stock and/or unequal voting rights.
Dividends and Share Repurchase Programs
SSgA FM generally supports 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. SSgA FM may vote against the dividend payouts if the dividend payout ratio has been consistently below 30% without adequate explanation; or, the payout is excessive given the companys financial position.
Generally, SSgA FM votes for the 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.
IV. | MERGERS AND ACQUISTIONS |
Mergers and the reorganization structure of a company often involve proposals relating to reincorporation, restructurings, mergers, liquidations, and other major changes to the corporation.
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Proposals that are in the best interests of the shareholders, demonstrated by enhancing share value or improving the effectiveness of the companys operations, will be supported. In general, provisions that are not viewed as economically sound or are thought to be destructive to shareholders rights are not supported.
SSgA FM will generally support transactions that maximize shareholder value. Some of the considerations include, but are not limited to the following:
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Offer premium |
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Strategic rationale |
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Board oversight of the process for the recommended transaction, including, director and/or management conflicts of interest |
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Offers made at a premium and where there are no other higher bidders |
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Offers in which the secondary market price is substantially lower than the net asset value |
SSgA FM may vote against a transaction considering the following:
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Offers with potentially damaging consequences for minority shareholders because of illiquid stock, especially in some non-US markets |
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Offers where we believe there is a reasonable prospect for an enhanced bid or other bidders |
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At the time of voting, the current market price of the security exceeds the bid price |
V. | ANTI-TAKEOVER MEASURES |
Typically, proposals relating to requests by management to amend the certificate of incorporation or bylaws to add or delete a provision are deemed to have an antitakeover effect. The majority of these proposals deal with managements attempt to add some provision that makes a hostile takeover more difficult or will protect incumbent management in the event of a change in control of the company.
Proposals that reduce shareholders rights or have the effect of entrenching incumbent management will not be supported. Proposals that enhance the right of shareholders to make their own choices as to the desirability of a merger or other proposal are supported.
Shareholder Rights Plans
SSgA FM will support mandates requiring shareholder approval of a shareholder rights plans (poison pill) and repeals of various anti-takeover related provisions.
In general, SSgA FM will vote against the adoption or renewal of a US issuers shareholder rights plan (poison pill).
SSgA FM will support the adoption or renewal of a non-US issuers 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.
SSgA FM will vote for an amendment to a shareholder rights plan (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),
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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).
Special Meetings
SSgA FM will support proposals for the right to call a special meeting, and SSgA FM will vote against proposals seeking to eliminate the right to call a special meeting.
Where the right to call a special meeting exists:
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SSgA FM supports shareholder proposals to reduce the threshold to call a special meeting to 10%. |
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SSgA FM supports management proposals to reduce the threshold to call a special meeting to a percentage lower than the current threshold, for example, we will support a company moving from a 40% threshold to a 25% threshold. |
Super-Majority
SSgA FM will generally vote against amendments to bylaws requiring super-majority shareholder votes to pass or repeal certain provisions. SSgA FM will vote for the reduction or elimination of super-majority vote requirements, unless management of the issuer was concurrently seeking to or had previously made such a reduction or elimination.
VI. | REMUNERATION |
Despite the differences among the types of plans and the awards possible there is a simple underlying philosophy that guides the analysis of all compensation plans; namely, are the terms of the plan designed to provide an incentive for executives and/or employees to align their interests with those of the shareholders and thus work toward enhancing shareholder value. Plans which benefit participants only when the shareholders also benefit are those most likely to be supported.
Advisory Vote on Executive Compensation and Frequency
SSgA FM supports management proposals on executive compensation where there is a strong relationship between executive pay and performance over a five-year period.
SSgA FM supports an annual advisory vote on executive compensation.
Approve Remuneration Report
SSgA FM will generally support remuneration reports that are judged to be in-line with local market practices. SSgA FM will generally vote against the approval of the remuneration report if the company fails to disclose information regarding any element of CEO remuneration including but not limited to, base salary, annual bonuses, and special bonuses relative to market practice.
If the companys schemes allows for retesting of performance criteria over extended time period or for retesting if the original performance criteria was not met during the initial time period, SSgA FM may vote against the remuneration report.
Employee Equity Award Plans
SSgA FM considers numerous criteria when examining equity award proposals. Generally, SSgA FM does not vote against plans for lack of performance or vesting criteria. Rather, the main criteria that will result in a vote against an equity award plans plan are:
Excessive voting power dilution: 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
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unexercised shares by the fully diluted share count. We review that number in light of certain factors, including the industry of the issuer.
Other criteria include the following:
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Number of participants or eligible employees; |
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The variety of awards possible |
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The period of time covered by the plan |
There are numerous factors that we view as negative, and together, may result in a vote against a proposal:
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Grants to individuals or very small groups of participants; |
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Gun-jumping grants which anticipate shareholder approval of a plan or amendment; |
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The power of the board to exchange underwater options without shareholder approval this pertains to the ability of a company to reprice options, not the actual act of repricing described above; |
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Below market rate loans to officers to exercise their options; |
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The ability to grant options at less than fair market value; |
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Acceleration of vesting automatically upon a change in control; |
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Excessive compensation (i.e. compensation plans which are deemed by SSgA FM to be overly dilutive). |
Historical option grants: Excessive historical option grants over the past three years. Plans that provide for historical grant patterns of greater than eight to twelve percent are generally not supported.
Repricing: SSgA FM will vote against any plan where repricing is expressly permitted. If a company has a history of repricing underwater options, the plan will not be supported.
Share Repurchases: If a company makes a clear connection between a share repurchase program and its intent to offset dilution created from option plans and the company fully discloses the amount of shares being repurchased, the voting dilution calculation may be adjusted to account for the impact of the buy back.
Companies who do not (i) clearly state the intentions of any proposed share buy-back plan or (ii) do not disclose a definitive number of the shares to be bought back and, (iii) the time frame during which the shares will be bought back will not have any such repurchase plan factored into the dilution calculation.
162(m) Plan Amendments: If a plan would not normally meet SSgA FM criteria described above, but is primarily being amended to add specific performance criteria to be used with awards designed to qualify for performance-based exception from the tax deductibility limitations of Section 162(m) of the Internal Revenue Code, then SSgA FM will support the proposal to amend the plan.
Employee Stock Option Plans
SSgA FM generally votes for stock purchase plans with an exercise price of not less than 85% of fair market value. However, SSgA FM takes market practice into consideration.
Compensation Related Items
SSgA FM will generally support the following proposals:
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Expansions to reporting of financial or compensation-related information, within reason |
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Proposals requiring the disclosure of executive retirement benefits if the issuer does not have an independent compensation committee |
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SSgA FM will generally vote against the following proposals:
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Retirement bonuses for non-executive directors and auditors |
VII. | MISCELLANEOUS/ROUTINE ITEMS |
SSgA FM generally supports the following miscellaneous/routine governance items:
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Reimbursement of all appropriate proxy solicitation expenses associated with the election when voting in conjunction with support of a dissident slate. |
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Opting out of business combination provision |
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Proposals that remove restrictions on the right of shareholders to act independently of management |
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Liquidation of the company if the company will file for bankruptcy if the proposal is not approved |
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Shareholder proposals to put option repricings to a shareholder vote |
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General updating of or corrective amendments to charter and by-laws 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) |
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Change in corporation name |
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Mandates that amendments to bylaws or charters have shareholder approval |
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Management proposals to change the date, time, and/or location of the annual meeting unless the proposed change is unreasonable |
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Repeals, prohibitions or adoption of anti-greenmail provisions |
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Management proposals to implement a reverse stock split when the number of authorized shares will be proportionately reduce and proposals to implement a reverse stock split to avoid delisting. |
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SSgA FM generally does not support the following miscellaneous/routine governance items: |
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Proposals asking companies to adopt full tenure holding periods for their executives. |
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Reincorporation to a location that we believe has more negative attributes than its current location of incorporation |
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Shareholder proposals to change the date, time, and/or location of the annual meeting unless the current scheduling or location is unreasonable |
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Proposals to approve other business when it appears as voting item |
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Proposals giving the board exclusive authority to amend the bylaws |
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Proposals to reduce quorum requirements for shareholder meetings below a majority of the shares outstanding unless there are compelling reasons to support the proposal. |
VII. | ENVIRONMENTAL AND SOCIAL ISSUES |
Proposals relating to social and environmental issues, typically initiated by shareholders, generally request that the company disclose or amend certain business practices. Where it appears there is a potential effect on shareholder or economic value of a company that is related to a specific
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environmental or social issue, SSgA FM evaluates the shareholder proposal addressing the issue on a case-by-case basis. Absent a compelling economic impact on shareholder value, SSgA FM will typically abstain from voting on these proposals.
Record Keeping
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 FMs office:
1) | FMs Proxy Voting Policy and any additional procedures created pursuant to such Policy; |
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 clients proxies. |
More Information
Any client who wishes to receive information on how its proxies were voted should contact its SSgA FM relationship manager.
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T. ROWE PRICE ASSOCIATES, INC
T. ROWE PRICE INTERNATIONAL LTD
T. ROWE PRICE (CANADA), INC
T. ROWE PRICE HONG KONG LIMITED
T. ROWE PRICE SINGAPORE PRIVATE LTD
PROXY VOTING POLICIES AND PROCEDURES
RESPONSIBILITY TO VOTE PROXIES
T. Rowe Price Associates, Inc., T. Rowe Price International, LTD, T. Rowe Price (Canada), Inc. T. Rowe Price Hong Kong Limited, and T. Rowe Price Singapore Private Ltd (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 companys directors and on matters affecting certain important aspects of the companys 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 reserves the right to decline to vote proxies in accordance with client-specific voting guidelines.
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.
Other Considerations. 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. We recognize that a companys 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 companys board of directors. Accordingly, our proxy voting guidelines are not intended to substitute our judgment for managements with respect to the companys day-to-day operations. Rather, our voting guidelines are designed to promote accountability of a companys management and board of directors to its shareholders; to align the interests of management with those of shareholders; and, to encourage companies to adopt best practices in terms of their corporate governance. In addition to our voting guidelines, we rely on a companys disclosures, its boards recommendations, a companys track record, country-specific best practices codes, our research providers and, most importantly, our investment professionals views, in making voting decisions.
ADMINISTRATION OF POLICIES AND PROCEDURES
Proxy Committee . T. Rowe Prices Proxy Committee ( Proxy Committee ) is responsible for establishing positions with respect to corporate governance and other proxy issues, including those
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involving corporate 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 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 Funds Investment Advisory Committee or counsel clients portfolio manager.
Proxy Services Group. The Proxy Services Group is responsible for administering the proxy voting process as set forth in the Policies and Procedures.
Proxy Administrator. The Proxy 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 ISS, as an expert in the proxy voting and corporate governance area. ISS specializes in providing a variety of fiduciary-level proxy advisory and voting services. These services include voting recommendations as well as vote execution, reporting, auditing and consulting assistance for the handling of proxy voting responsibility. In order to reflect T. Rowe Prices issue-by-issue voting guidelines as approved each year by the Proxy Committee, ISS maintains and implements a custom voting policy for the Price Funds and other client accounts.
Meeting Notification
T. Rowe Price utilizes ISSs 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. ISS tracks and reconciles T. Rowe Price holdings against incoming proxy ballots. If ballots do not arrive on time, ISS 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 Proxy Exchange, ISSs web-based application.
Vote Determination
Each day, ISS delivers into T. Rowe Prices proprietary proxy research platform a comprehensive summary of upcoming meetings, proxy proposals, publications discussing key proxy voting issues, and custom vote recommendations to assist us with proxy research and processing. 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 perspective of our clients.
Portfolio managers may decide to vote their proxies consistent with T. Rowe Prices 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 proxies before the votes are cast, or they 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 their 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 contrary to T. Rowe Price guidelines.
T. Rowe Price Voting Policies
Specific voting guidelines have been adopted by the Proxy Committee for all regularly occurring categories of management and shareholder proposals. A detailed set of voting guidelines is available on
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the T. Rowe Price web site, www.troweprice.com. The following is a summary of our guidelines on the most significant proxy voting topics:
Election of Directors T. Rowe Price generally supports slates with a majority of independent directors. T. Rowe Price votes against outside directors who do not meet certain criteria relating to their independence but who serve on key board committees. We vote against directors who are unable to dedicate sufficient time to their board duties due to their commitments to other boards. We may vote against certain directors who have served on company boards where we believe there has been a gross failure in governance or oversight. We may also vote against compensation committee members who approve excessive executive compensation arrangements. We support efforts to elect all board members annually because boards with staggered terms lessen directors accountability to shareholders and act as deterrents to takeover proposals. To strengthen boards accountability, T. Rowe Price supports 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 potential value-enhancing 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 on 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.
Executive Compensation Issues T. Rowe Prices goal is to assure that a companys equity-based compensation plan is aligned with shareholders long-term interests. We evaluate plans on a case-by-case basis, using a proprietary, scorecard-based approach that employs a number of factors, including dilution to shareholders, problematic plan features, burn rate, and the equity compensation mix. Plans that are constructed to effectively and fairly align executives and shareholders incentives generally earn our approval. Conversely, we oppose compensation packages that provide what we view as excessive awards to few senior executives, contain the potential for excessive dilution relative to the companys peers, or rely on an inappropriate mix of options and full-value awards. We also may oppose equity plans at any company where we deem the overall compensation practices to be problematic. We generally oppose efforts to reprice options in the event of a decline in value of the underlying stock unless such plans appropriately balance shareholder and employee interests. For companies with particularly egregious pay practices such as excessive severance packages, executive perks, and bonuses that are not adequately linked to performance, we may vote against compensation committee members. We analyze management proposals requesting ratification of a companys executive compensation practices (Say-on-Pay proposals) on a case-by-case basis, using a proprietary scorecard-based approach that assesses the long-term linkage between executive compensation and company performance. With respect to the frequency in which companies should seek advisory votes on compensation, we believe shareholders should be offered the opportunity to vote annually.
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 consideration for their securities. We evaluate proposals for the ratification of executive severance packages (Say on Golden Parachute proposals) in conjunction with merger transactions on a case-by-case basis.
Corporate Social Responsibility Issues Vote recommendations for corporate responsibility issues are generated by the Global Corporate Governance Analyst using ISSs proxy research. T. Rowe Price generally votes with a companys management on social, environmental and corporate responsibility issues unless the issue has substantial investment implications for the companys business or operations
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which have not been adequately addressed by management. T. Rowe Price supports well-targeted shareholder proposals on environmental and other public policy issues that are particularly relevant to a companys businesses.
Global Portfolio Companies ISS 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 companys 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 the shareholder franchise, recognizing that application of policies developed for U.S. corporate governance issues are not appropriate for all markets. The Proxy Committee has reviewed ISSs general global policies and has developed international proxy voting guidelines which in most instances are consistent with ISS recommendations.
Index and Passively Managed Accounts Proxy voting for index and other passively-managed portfolios is administered by the Proxy Services Group using T. Rowe Prices 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 situations 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 Proxy 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 Prices policy is generally to abstain from voting shares in shareblocking countries unless the matter has compelling economic consequences that outweigh 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 Prices 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.
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 Prices voting guidelines are pre-determined by the Proxy Committee, application of the 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
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guidelines to determine whether the portfolio managers 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 companys 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 Prices 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.
RECORD RETENTION
T. Rowe Price retains proxy solicitation materials, memoranda regarding votes cast in opposition to the position of a companys 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. All proxy voting materials and supporting documentation are retained for six years (except for proxy statements available on the SECs EDGAR database).
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UBS GLOBAL ASSET MANAGEMENT
GLOBAL CORPORATE GOVERNANCE PHILOSOPHY
AND PROXY VOTING GUIDELINES AND POLICY
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Effective May 13, 2008 |
UBS GLOBAL ASSET MANAGEMENT
AMERICAS CORPORATE GOVERNANCE AND
PROXY VOTING POLICY AND PROCEDURES
Policy Summary
Underlying our voting and corporate governance policies we have two fundamental objectives:
1. We seek to act in the best financial interests of our clients to enhance the long-term value of their investments.
2. As an investment advisor, we have a strong commercial interest that companies in which we invest on behalf of our clients are successful. We promote 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, and to support and encourage sound corporate governance practice.
This policy helps to maximize the economic value of our clients investments by establishing proxy voting standards that conform with UBS Global Asset Managements philosophy of good corporate governance.
Risks Addressed by this Policy
This policy is designed to addresses the following risks:
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Failure to provide required disclosures for investment advisers and registered investment companies. |
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Failure to vote proxies in best interest of clients and funds. |
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Failure to identify and address conflicts of interest. |
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Failure to provide adequate oversight of third party service providers. |
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Voting and Corporate Governance Policy
A. |
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B. |
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C. |
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VII. |
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Appendix A Special Disclosure Guidelines for Registered Investment Company Clients |
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A. | Global Corporate Governance Principles |
Overview
These principles describe the approach of UBS Global Asset Management (Americas) Inc., (UBS Global AM) to corporate governance and to the exercise of voting rights on behalf of its clients (which include funds, individuals, pension schemes, and all other advisory clients).
Where clients of UBS Global AM have delegated the discretion to exercise the voting rights for shares they beneficially own, UBS Global AM has a fiduciary duty to vote shares in the clients best interest. These principles set forth UBS Global AMs approach to corporate governance and to the exercise of voting rights when clients have delegated their voting rights to UBS Global AM.
Key principles
UBS Global AMs global corporate governance principles 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 beneficial owners.
We believe voting rights have economic value and should be treated accordingly. Where we have been given the discretion to vote on clients behalves, we will exercise our delegated fiduciary responsibility by voting in a manner we believe will most favorably impact the economic value of their investments.
Good corporate governance should, in the long term, lead towards both better corporate performance and improved shareholder value. Thus, we expect board members of companies in which we have invested to act in the service of the shareholders, view themselves as stewards of the company, exercise good judgment and practice diligent oversight of the management of the company. A commitment to acting in as transparent a manner as possible is fundamental to good governance.
Underlying our voting and corporate governance principles we have two fundamental objectives:
1. | We seek to act in the best financial interests of our clients to enhance the long-term value of their investments. |
2. | As an investment advisor, we have a strong commercial interest that companies in which we invest, on behalf of our clients are successful. We promote best practice in the boardroom. |
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To achieve these objectives, we have established this Policy, which we believe is reasonably designed to guide our exercise of voting rights and the taking of other appropriate actions, and to support and encourage sound corporate governance practice. These Principles are implemented globally to harmonize our philosophies across UBS Global AM offices worldwide. However, these Principles permit individual regions or countries within UBS Global AM the discretion to reflect local laws or standards where appropriate.
While there is no absolute set of standards that determine appropriate governance under all circumstances and no set of values will guarantee ethical board behavior, there are certain principles, which provide evidence of good corporate governance. We will, therefore, generally exercise voting rights on behalf of clients in accordance with the following principles.
Board Structure
Some significant factors for an effective board structure include:
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An effective Chairman is Key; |
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The roles of Chairman and Chief Executive generally should be separated; |
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Board members should have appropriate and diverse experience and be capable of providing good judgment and diligent oversight of the management of the company; |
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The Board should include executive and non-executive directors; and |
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Non-executive directors should provide a challenging, but generally supportive environment for the executive directors. |
Board Responsibilities
Some significant factors for effective discharge of board responsibilities include:
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The whole Board should be fully involved in endorsing strategy and in all major strategic decisions (e.g., mergers and acquisitions). |
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The Board should ensure that at all times: |
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Appropriate management succession plans are in place; |
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The interests of executives and shareholders are aligned; |
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The financial audit is independent and accurate; |
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The brand and reputation of the company is protected and enhanced; |
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A constructive dialogue with shareholders is encouraged; and |
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It receives all the information necessary to hold management to account. |
Areas of Focus
Some examples of areas of concern related to our Corporate Governance focus include the following:
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Economic value resulting from acquisitions or disposals; |
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Operational performance; |
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Quality of management; |
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Independent non-executive directors not holding executive management to account; |
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Quality of internal controls; |
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Lack of transparency; |
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Inadequate succession planning; |
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Poor approach to corporate social responsibility; |
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Inefficient management structure; and |
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Corporate activity designed to frustrate the ability of shareholders to hold the Board to account or realize the maximum value of their investment. |
B. | Macro-Rationales and Explanations for Proxy Voting |
Overview
These macro-rationales and explanations detail UBS Global AMs approach to the exercise of voting rights on behalf of its clients (which includes funds, individuals, pension schemes, and all other advisory clients). The basis of the macro rationales and explanations is to define guidelines for voting shares held on behalf of our advisory clients in their best interests.
Macro-Rationales are used to help explain our proxy vote. The Macro-Rationales reflect our
global governance principles and local policies, enables voting consistency and provides flexibility our analyst can reflect specific knowledge of the company as it relates to a proposal. Explanations are associated with each Macro-Rationale and are
PROXY VOTING MACRO RATIONALES & EXPLAINATIONS
Macro Rationale |
Explanation |
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1. General Guidelines | ||
a. When our view of the 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. |
1. View of management is Favorable.
2. View of management is Un-Favorable. |
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b. If managements performance has been questionable we may abstain or vote against specific proxy proposals. | 1. Management performance is questionable. | |
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. | 1. A conflict exists between the board and shareholder interests. | |
d. In general, we oppose proposals, which in our view, act to entrench management. | 1. Proposals entrenches 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. | 1. While we support management, this proposal should be voted on by shareholders. |
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Macro Rationale |
Explanation |
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2. Board of Directors and Auditors | ||
a. Unless our objection to managements recommendation is strenuous, if we believe auditors are competent and professional, we support continuity in the appointed auditing firm subject to regular review. |
1. We believe the auditors are competent.
2. We object to these auditors.
3. Nominee for independent Internal Statutory Auditor not considered independent. |
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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. | 1. Shareholders should be able to set the size of the board. | |
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. | 1. Shareholders should have the right to call a special meeting. | |
d. 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. |
1. Company does not have a lead director.
2. Company has a lead director.
3. Combined Chairman and Chief Executive, contrary to best practice. |
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e. We will normally vote for all board members unless we determine conflicts exist or the board is not independent. |
1. Board ignored shareholder vote.
2. Executive contract exceeds 1 year in length.
3. Not considered independent insufficient independent non-executives.
4. Member of the Audit or Remuneration Committee(s), not considered Independent.
5. Bundled resolution for election of Directors not appropriate.
6. Not Independent, serves on the Compensation and Nomination Committees.
7. Executive contract exceeds 4 years.
8. Not in shareholders interests. |
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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. |
1. We will not-micro manage compensation.
2. The overall quantum of remuneration is too high. |
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b. Senior management compensation should be set by independent directors according to industry standards, taking advice from benefits consultants where appropriate. |
1. Compensation should be set by the board, not shareholders. |
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Macro Rationale |
Explanation |
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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. |
1. Transparency in compensation is desired.
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d. We may vote against a compensation or incentive program if it is not adequately tied to a companys 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. |
1. Remuneration policy insufficiently aligned with shareholder interests.
2. The vesting conditions are inappropriate.
3. The vesting conditions are insufficiently challenging.
4. The matching awards are too generous.
5. The re-pricing of options is against best practice.
6. Dilution of executive remuneration scheme exceeds best practice guidelines.
7. Plan structure does not provide suitable long term incentive.
8. Performance conditions unsatisfactory.
9. Contrary to best market practice. |
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e. Where company and managements 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. | 1. Rewards for poor performance are unacceptable. | |
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. | 1. Compensation should be balanced. | |
g. In order to increase reporting transparency and approximate accuracy, we believe stock options should be expensed. | 1. Stock Options should be expensed. | |
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. |
1. One Share, One Vote.
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Macro Rationale |
Explanation |
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b. We believe that poison pill proposals, which dilute an issuers 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. |
1. Poison Pill proposals should have shareholder approval.
2. Current anti-takeover provisions are adequate.
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c. Any substantial new share issuance should require prior shareholder approval. | 1. Significant share increase should have shareholder approval. | |
d. We believe proposals that authorize the issuance of new stock without defined terms or have conditions that are intended to thwart a take-over or restrict effective control by shareholders should be discouraged. |
1. Blank check stock issuance is not acceptable.
2. Anti-takeover defense, not in shareholders interests.
3. General authority to issue shares without pre-emption rights not in shareholders |
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e. We will support directives to increase the independence of the board of directors when we believe that the measures will improve shareholder value. |
1. We support efforts to improve board independence.
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f. We generally do not oppose managements recommendation to implement a staggered or classified board are generally support the regular re-election of directors on a rotational basis as it may provide some continuity of oversight. |
1. Staggered or classified boards provide continuity.
2. Annual election of directors agreeable with management approval. |
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g. We will support reasonable proposals that enable shareholders to directly nominate directors. |
1. Proposal to nominate directors is reasonable.
2. Proposal to nominate directors is questionable. |
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h. We will vote for shareholder proposals requesting directors be elected by a Majority Vote unless the company has cumulative voting, a director resignation policy in place or is very likely to have one in place by the next meeting. |
1. A director resignation policy is in place.
2. A director resignation policy is not in place.
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i. We will normally vote for proposals that reduce supermajority voting limits. |
1. We support reductions in super majority voting.
2. Existing super majority voting conditions are reasonable. |
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j. We will vote in favour of shareholder resolutions for confidential voting. |
1. We encourage confidential voting. | |
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. |
1. Companies are free to incorporate anywhere.
2. Actions motivated to entrench management. |
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Macro Rationale |
Explanation |
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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. |
1. Dual classes of stock are inappropriate. | |
6. Mergers, Tenders 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. |
1. We agree with the merger.
2. We object to the merger. |
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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. | 1. Companies should feel free to compete 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 managements ability to find and 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. | 1. Special interest proposals should not be addressed in the proxy. | |
c. Unless directed by clients to vote in favour 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. | 1. Proposal poses an unnecessary economic cost on the company | |
8. Administrative and Operations | ||
a. Occasionally, stockholder proposals, such as asking for reports, conducting studies and making 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. | 1. Special reports, studies and disclosures are not considered economic. |
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Macro Rationale |
Explanation |
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b. We are sympathetic to shareholders who are long-term holders of a companys 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. | 1. Regulatory agencies do not require this action. | |
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 clients direction. | 1. Voted in accordance with a client guideline. | |
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). |
1. Obstacles exist to effectively voting this proxy.
2. Local voting practices could restrict our ability to manage the portfolio. |
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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. | 1. Voting delegated to a proxy voting service per our guidelines. | |
d. In certain instances when we do not have enough information we may choose to abstain or vote against a particular proposal. | 1. Lack of details on proposals. |
C. | Global Voting and Corporate Governance Procedures |
Overview
Where clients have delegated the discretion to exercise the voting rights for shares they beneficially own to UBS Global AM, we have fiduciary duty to vote shares in the clients best interests. These procedures provide a structure for appropriately discharging this duty, including the handling of conflicts of interest.
I. Corporate Governance Committees
Members
The UBS Global Asset Management Global Corporate Governance Committee (the Global Committee) will approve the membership of the UBS Global AM Corporate Governance Committee (the Americas Committee). The membership in the Global Committee will be approved by the Equities Investment Committee of UBS Global Asset Management.
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Responsibilities of the Global Committee
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The review, approve and oversee the implementation of the Global Corporate Governance Principles. |
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Keep abreast of and share trends in corporate governance and update these principles as necessary. |
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To provide a forum for discussing corporate governance issues between regions. |
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Coordinate with the Communications group on all corporate or other communication related to global proxy issues. |
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Consult with Analysts, Research Directors and others regarding issues relevant or portfolio companies. |
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Engage and oversee any independent proxy voting services being used. |
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Oversee the activities of the Local Corporate Governance Committees. |
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Review and resolve conflicts of interest. |
Meetings
Meetings will be held at least quarterly.
Local Corporate Governance Committees
Each office or region, as applicable, will set up a Local Corporate Governance Committee to discuss local corporate governance issues and to review proxies. Each Local Corporate Governance Committee will set its own agenda. The Global Committee will nominate the chairs for the Local Corporate Governance Committees. The local chair will nominate, for approval by the Global Committee, additional persons as candidates for membership on the local committee.
Responsibilities of the Americas Committee
The Americas Committee will serve as the local committee and is responsible for implementing this Policy in the Americas Region.
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Keep abreast of and share trends in corporate governance and update local policy as necessary. |
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Provide a forum for discussing corporate governance issues within a region. |
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Oversee the proxy voting process. |
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Coordinate with the Communications group all corporate or other communication related to local proxy issues. |
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Consult with Analysts, Research Directors and others regarding issues relevant to portfolio companies. |
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Interpret the Global Corporate Governance Principles in the context of local legal requirements and practice, updating local policy as necessary. |
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Minutes of meetings to be sent to the Global Committee. |
Meetings
Meetings will be held at least twice a year.
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Relationship with the Company and the Board of Directors
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On behalf of our clients, we aim to be supportive, long-term shareholders. We seek to develop both a long-term relationship and an understanding of mutual objectives and concerns with the companies in which we invest. |
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We do this through meetings between our investment analysts and portfolio managers, on the one hand, and company management and the board of directors, on the other. |
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These meetings enable us to have discussions with company management and the board of directors about corporate strategy and objectives and to make an assessment of managements performance. They also allow us to monitor a particular companys development over time and assess progress against our expectations as investors. They also give us an opportunity to outline what our expectations are and to explain our views on important issues. |
Formal Communications with the Board
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Where we suspect poor corporate governance may negatively impact the long-term valuation of the company (including loss of confidence in senior management), we will attempt to gather further information from the company and standard information sources. |
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If action is considered necessary, we will attempt to arrange an informal meeting with one or more non-executive (outside) directors to gather additional information and to learn more about the companys corporate governance practices. The intent of the meeting with non-executive (outside) directors is to understand the company better and to communicate our concerns. |
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All efforts to contact management or the board of directors regarding specific corporate governance issues should be approved by the Global Committee or if time is of the essence the Head or Deputy Head of Global Equity, and the Legal & Compliance Department. |
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If it is determined that appropriate corporate governance practices are not present or likely to be put in place, then we may |
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Formally communicate with the Chairman of the Board or the full Board of Directors; |
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Withdraw our support for the common stock; |
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Reflect our positions in our proxy vote opportunities; or |
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Contact other shareholders regarding our concerns. |
Any such steps may only be taken in compliance with applicable law.
UBS Global AM generally will not comment on any matters relating to corporate governance or proxy issues of any individual company. This policy is based on issues of client privilege as well as assuring compliance with various regulations. Requests from the media for general information relating to this Policy, comments on corporate governance or proxy issues relating to a specific security or general, non-specific issues related to corporate governance, must be directed via Communications/Marketing (country/region/business/investment/global) to the relevant investment area and Legal & Compliance Department. They will determine if there is to be an exception to this rule and inform the relevant Marketing/Communications team. The situation will be explained to UBS Media Relations who will notify the journalist of our position.
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Given the magnitude of the effort, availability of resources and local customs, certain functions and responsibilities may be delegated to the Local Corporate Governance Committees or others for the efficient processing of the votes. All operational proxy voting matters will be managed by a dedicated team located in the London office, irrespective of where the underlying client is managed.
The Global and Local Corporate Governance Committees, as appropriate, will bring Legal & Compliance into the decision making process on complex issues and on issues involving conflicts of interests.
The Americas Committee will appoint a deputy who is responsible for voting of all routine proxy matters in accordance with these policies and procedures. The deputy will contact the appropriate industry analyst and/or the members of the Americas Committee for guidance on how to vote non-routine matters.
The Americas Committee, or its delegate, will:
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Take necessary steps to determine that we are receiving ballots for all accounts over which we have voting authority and where we intend to vote; |
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Instruct the Head of Operations to recall, if possible, securities that are currently on loan so that they may be voted on non-routine proxy matters; |
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Implement procedures to identify conflicts and vote such proxies in accordance with Section VI of these procedures; |
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Implement procedures to vote proxies in accordance with client direction if applicable; and |
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Conduct periodic due diligence on any proxy voting services being employed. |
V. Proxy Voting Disclosure Guidelines
General
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Upon request or as required by law or regulation, UBS Global AM will disclose to a client or clients fiduciaries, the manner in which we exercised voting rights on behalf of the client. |
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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 clients relationship with the company that has issued the proxy, the Legal & Compliance Department should be contacted immediately to ensure adherence to UBS Global AM Corporate Governance principles. (See Proxy Voting Conflict Guidelines below). |
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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 Department. |
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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 companys proxies. |
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Companies may be provided with the number of shares we own in them. |
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Proxy solicitors will not be provided with either our votes or the number of shares we own in a particular company. |
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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 manner in which we voted. |
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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 Committee and the Chair of the Americas Committee must approve exceptions to this disclosure policy.
VI. Proxy Voting Conflict Guidelines
In addition to the Proxy Voting Disclosure Guidelines above, UBS Global AM has implemented the following guidelines to address conflicts of interests that arise in connection with our exercise of voting rights on behalf of clients:
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Under no circumstances will general business, sales or marketing issues influence our proxy votes. |
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UBS Global AM 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 Committee must be advised, who will in turn advise the Chief Risk Officer. |
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Where UBS Global AM is aware of a conflict of interest in voting a particular proxy, the Americas Committee will be notified of the conflict and will determine how such proxy should be voted. |
UBS Global AM will maintain records of proxies voted. Such records include copies of:
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Our policies and procedures; |
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Proxy statements received; |
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Votes cast per client; |
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Number of shares voted; |
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Communications received and internal documents created that were material to the voting decision; and |
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A list of all proxies where it was determined a conflict existed and any written rationale created or approved by the Local Corporate Governance Committee supporting its voting decision. |
Nothing in these procedures should be interpreted to prevent dialogue with the company and its advisers by the industry analyst, proxy voting delegates or other appropriate senior investment personnel when a company approaches us to discuss governance issues or resolutions they wish to include in their policy statement.
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Special Disclosure Guidelines for Registered Investment Company Clients
1. | Registration Statement (Open-end and Closed-End Funds) Management is responsible for ensuring the following: |
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That this policy and procedures, which are the policy and procedures used by the investment adviser on the Funds behalf, are described in the Statement of Additional Information (SAI). The policy and procedures may be described in the SAI or attached as an exhibit to the registration statement. |
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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. |
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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 Funds website, or both; and (ii) on the Securities and Exchange Commissions (Commission) 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 reasonable practicable after filing the report with the Commission, and must remain available on the website as long the Fund discloses that it is available on the website. |
2. | Shareholder Annual and Semi-annual Report (Open-End and Closed-End Funds) Management is responsible for ensuring the following: |
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That each Funds shareholders report contain a statement that a description of this policy and procedures is available (i) without charge, upon request, by calling a toll free or collect telephone number; (ii) on the Funds website, if applicable; and (iii) on the Commissions website. If a request for the proxy voting record is received, the Fund must comply within three business days by first class mail. |
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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 Funds website, or both; and (ii) on the Commissions 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 reasonable practicable after filing the report with the Commission, and must remain available on the website as long the Fund discloses that it is available on the website. |
3. | Form N-PX (Open-End and Closed-End Funds) Management is responsible for ensuring the following: |
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That this policy and procedures are described in Form N-CSR. In lieu of describing these documents, a copy of this policy and procedures may simply be included with the filing. However, the Commissions preference is that the procedures by included directly in Form N-CSR and not attached as an exhibit to the N-CSR filing. |
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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 hand. |
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4. | Form N-PX (Open-End and Closed-End Funds) Management is responsible for ensuring the following: |
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That the securities lending agreement used by a Fund will provide that when voting or consent rights that accompany a loan pass to the borrower, the Fund making the loan will have the right to call the loaned securities to permit the exercise of such rights if the matters involved would have a material affect on the applicable Funds investment in the loaned security. |
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That each fund files its complete proxy voting records on Form N-PX for the twelve month period ended June 30 by no later than August 31 of each year. |
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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: |
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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 Funds Board any changes to these policies and procedures that he or she deems necessary or appropriate to ensure that Funds compliance with relevant federal securities laws. |
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Effective May 13, 2008 |
Responsible Parties
The following parties will be responsible for implementing and enforcing this policy: The Americas Committee and Chief Compliance Office of UBS Global AM or his/her designees
Documentation
Monitoring and testing of this policy will be documented in the following ways:
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Annual review by Funds and UBS Global AMs Chief Compliance Officer of effectiveness of these procedures |
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Annual Report of Funds Chief Compliance Officer regarding the effectiveness of these procedures |
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Periodic review of any proxy service vendor by the Chief Compliance Officer |
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Periodic review of any proxy votes by the Americas Committee |
Compliance Dates
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File Form N-PX by August 31 for each registered investment company client |
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Annual review by the Funds and UBS Global AMs 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 |
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Form N-CSR, Shareholder Annual and Semi-Annual Reports, and annual updates to Fund registration statements as applicable |
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Periodic review of any proxy service vendor by the Chief Compliance Officer |
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Periodic review of proxy votes by the Americas Committee |
Other Policies
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Other policies that this policy may affect include: |
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Recordkeeping Policy |
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Affiliated Transaction Policy |
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Code of Ethics |
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Supervision of Service Providers Policy |
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WELLINGTON MANAGEMENT COMPANY, LLP
GLOBAL PROXY POLICY AND PROCEDURES
Introduction |
Wellington Management Company, LLP (Wellington Management) has adopted and implemented policies and procedures that it believes are reasonably designed to ensure that proxies are voted in the best economic interests of its clients around the world. |
Wellington Managements Proxy Voting Guidelines (the Guidelines), which are incorporated by reference to these Global Proxy Policy and Procedures, set forth the sets of guidelines that Wellington Management uses in voting specific proposals presented by the boards of directors or shareholders of companies whose securities are held in client portfolios for which Wellington Management has voting discretion. While the Guidelines set forth general sets of guidelines for voting proxies, it should be noted that these are guidelines and not rigid rules. Many of the Guidelines are accompanied by explanatory language that describes criteria that may affect our vote decision. The criteria as described are to be read as part of the guideline, and votes cast according to the criteria will be considered within guidelines. In some circumstances, the merits of a particular proposal may cause us to enter a vote that differs from the Guidelines. |
Statement of Policy |
As a matter of policy, Wellington Management: |
1 | Takes responsibility for voting client proxies only upon a clients written request. |
2 | Votes all proxies in the best interests of its clients as shareholders, i.e., to maximize economic value. |
3 | Develops and maintains broad guidelines setting out positions on common proxy issues, but also considers each proposal in the context of the issuer, industry, and country or countries in which its business is conducted. |
4 | Evaluates all factors it deems relevant when considering a vote, and may determine in certain instances that it is in the best interest of one or more clients to refrain from voting a given proxy ballot. |
5 | Identifies and resolves all material proxy-related conflicts of interest between the firm and its clients in the best interests of the client. |
6 | Believes that sound corporate governance practices can enhance shareholder value and therefore encourages consideration of an issuers corporate governance as part of the investment process. |
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7 | Believes that proxy voting is a valuable tool that can be used to promote sound corporate governance to the ultimate benefit of the client as shareholder. |
8 | Provides all clients, upon request, with copies of these Global Proxy Policy and Procedures, the Guidelines, and related reports, with such frequency as required to fulfill obligations under applicable law or as reasonably requested by clients. |
9 | Reviews regularly the voting record to ensure that proxies are voted in accordance with these Global Proxy Policy and Procedures and the Guidelines; and ensures that procedures, documentation, and reports relating to the voting of proxies are promptly and properly prepared and disseminated. |
Responsibility and Oversight |
Wellington Management has a Corporate Governance Committee, established by action of the firms Executive Committee, that is responsible for the review and approval of the firms written Global Proxy Policy and Procedures and the Guidelines, and for providing advice and guidance on specific proxy votes for individual issuers. The firms Legal and Compliance Group monitors regulatory requirements with respect to proxy voting on a global basis and works with the Corporate Governance Committee to develop policies that implement those requirements. Day-to-day administration of the proxy voting process at Wellington Management is the responsibility of the Global Research Services Group. In addition, the Global Research Services Group acts as a resource for portfolio managers and research analysts on proxy matters, as needed. |
Statement of Procedures |
Wellington Management has in place certain procedures for implementing its proxy voting policy. |
General Proxy Voting |
Authorization to Vote |
Wellington Management will vote only those proxies for which its clients have affirmatively delegated proxy-voting authority. |
Receipt of Proxy |
Proxy materials from an issuer or its information agent are forwarded to registered owners of record, typically the clients custodian bank. If a client requests that Wellington Management votes proxies on its behalf, the client must instruct its custodian bank to deliver all relevant voting material to Wellington Management or its voting agent. Wellington Management, or its voting agent, may receive this voting information by mail, fax, or other electronic means. |
Reconciliation |
To the extent reasonably practicable, each public security proxy received by electronic means is matched to the securities eligible to be voted and a reminder is sent to any custodian or trustee that has not forwarded the proxies as due. Although proxies received for private securities, as well as those received in non-electronic format, are voted as received, Wellington |
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Management is not able to reconcile these proxies to holdings, nor does it notify custodians of non-receipt. |
Research |
In addition to proprietary investment research undertaken by Wellington Management investment professionals, the firm conducts proxy research internally, and uses the resources of a number of external sources to keep abreast of developments in corporate governance around the world and of current practices of specific companies. |
Proxy Voting |
Following the reconciliation process, each proxy is compared against the Guidelines, and handled as follows: |
Generally, issues for which explicit proxy voting guidance is provided in the Guidelines (i.e., For, Against, Abstain) are reviewed by the Global Research Services Group and voted in accordance with the Guidelines. |
Issues identified as case-by-case in the Guidelines are further reviewed by the Global Research Services Group. In certain circumstances, further input is needed, so the issues are forwarded to the relevant research analyst and/or portfolio manager(s) for their input. |
Absent a material conflict of interest, the portfolio manager has the authority to decide the final vote. Different portfolio managers holding the same securities may arrive at different voting conclusions for their clients proxies. |
Material Conflict of Interest Identification and Resolution Processes |
Wellington Managements broadly diversified client base and functional lines of responsibility serve to minimize the number of, but not prevent, material conflicts of interest it faces in voting proxies. Annually, the Corporate Governance Committee sets standards for identifying material conflicts based on client, vendor, and lender relationships, and publishes those standards to individuals involved in the proxy voting process. In addition, the Corporate Governance Committee encourages all personnel to contact the Global Research Services Group about apparent conflicts of interest, even if the apparent conflict does not meet the published materiality criteria. Apparent conflicts are reviewed by designated members of the Corporate Governance Committee to determine if there is a conflict, and if so whether the conflict is material. |
If a proxy is identified as presenting a material conflict of interest, the matter must be reviewed by designated members of the Corporate Governance Committee, who will resolve the conflict and direct the vote. In certain circumstances, the designated members may determine that the full Corporate Governance Committee should convene. Any Corporate |
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Governance Committee member who is himself or herself subject to the identified conflict will not participate in the decision on whether and how to vote the proxy in question. |
Securities Lending |
Wellington Management may be unable to vote proxies when the underlying securities have been lent out pursuant to a clients securities lending program. In general, Wellington Management does not know when securities have been lent out and are therefore unavailable to be voted. Efforts to recall loaned securities are not always effective, but, in rare circumstances, Wellington Management may recommend that a client attempt to have its custodian recall the security to permit voting of related proxies. |
Share Blocking and Re-registration |
Certain countries require shareholders to stop trading securities for a period of time prior to and/or after a shareholder meeting in that country (i.e., share blocking). When reviewing proxies in share blocking countries, Wellington Management evaluates each proposal in light of the trading restrictions imposed and determines whether a proxy issue is sufficiently important that Wellington Management would consider the possibility of blocking shares. The portfolio manager retains the final authority to determine whether to block the shares in the clients portfolio or to pass on voting the meeting. |
In certain countries, re-registration of shares is required to enter a proxy vote. As with share blocking, re-registration can prevent Wellington Management from exercising its investment discretion to sell shares held in a clients portfolio for a substantial period of time. The decision process in blocking countries as discussed above is also employed in instances where re-registration is necessary. |
Lack of Adequate Information, Untimely Receipt of Proxy Materials, or Excessive Costs |
Wellington Management may be unable to enter an informed vote in certain circumstances due to the lack of information provided in the proxy statement or by the issuer or other resolution sponsor, and may abstain from voting in those instances. Proxy materials not delivered in a timely fashion may prevent analysis or entry of a vote by voting deadlines. In addition, Wellington Managements practice is to abstain from voting a proxy in circumstances where, in its judgment, the costs exceed the expected benefits to clients. Requirements for Powers of Attorney and consularization are examples of such circumstances. |
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Wellington Managements Global Proxy Policy and Procedures may be amended from time to time by Wellington Management. Wellington Management provides clients with a copy of its Global Proxy Policy and Procedures, including the Guidelines, upon written request. In addition, Wellington Management will make specific client information relating to proxy voting available to a client upon reasonable written request. |
Dated: July 8, 2009 |
WELLINGTON MANAGEMENT COMPANY, LLP
GLOBAL PROXY VOTING GUIDELINES
Introduction |
Upon a clients written request, Wellington Management Company, LLP (Wellington Management) votes securities that are held in the clients 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 Managements 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 Managements 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. |
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Wells Capital Management
Policies and Procedures
Compliance Liaison: Mai Shiver/Margie DAlmeida |
Business Administrator: Jennifer Vraney |
I. | Introduction: |
As a fiduciary, Wells Capital Management (WellsCap) is obligated to vote proxies in the best interests of its clients. WellsCap has developed a structure that is designed to ensure that proxy voting is conducted in an appropriate manner, consistent with the clients best interest and within the framework of this Proxy Voting Policy and Procedures (Policy). WellsCap has adopted this Policy in order to satisfy its fiduciary obligation. It is intended that this Policy also satisfies the requirements of Rule 206(4)-6 under the Investment Advisers Act of 940, as amended (the Advisers Act).
WellsCap manages assets for a variety of clients: Taft-Hartley plans, governmental plans, foundations and endowments, corporations, and investment companies and other collective investment vehicles. Unless the client specifically reserves the right to vote their own proxies, WellsCap will vote proxies with a goal of maximizing shareholder value as a long-term investor and consistent with the governing laws and investment policies of each portfolio. While securities are not purchased to exercise control or to seek to effect corporate change through share ownership, WellsCap supports sound corporate governance practices within companies in which they invest.
II. | Voting |
Philosophy |
When WellsCap accepts delegation from its clients to vote proxies, it does not delegate that authority to any other person or entity, but retains complete authority for voting all proxies on behalf of its clients. Not all clients delegate proxy-voting authority to WellsCap, however, and WellsCap will not vote proxies, or provide advice to clients on how to vote proxies in the absence of specific delegation of authority, a pre-existing contractual agreement, or an obligation under the applicable law. For example, securities that are held in an investment advisory account for which WellsCap exercises no investment discretion are not voted by WellsCap. Also, WellsCap may not exercise discretion over shares that the client has committed to a stock loan program, which passes voting rights to the party with possession of the shares. From time to time, WellsCap may participate with a dissident group to vote proxies. In such case, WellsCaps appointment of an agent for limited purposes will not be deemed a delegation of authority under this Policy. WellsCap relies on a third party to provide research, administration, and executing votes based on their published guidelines. Notwithstanding, WellsCap retains final authority and fiduciary responsibility for proxy voting.
Responsibilities |
1. | Proxy Administrator |
WellsCaps proxy voting process is administered by its Operations Department (Proxy Administrator), who reports to WellsCaps Chief Operations Officer. The Proxy Administrator is responsible for administering and overseeing the proxy voting process to ensure the implementation of the Procedures. The Proxy Administrator monitors third party voting of proxies to ensure it is being done in a timely and responsible manner. The Proxy Administrator in conjunction with the Proxy Committee reviews the continuing appropriateness of the Procedures set forth herein, recommends revisions as necessary and provides an annual update on the proxy voting process.
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2. | The Proxy Committee: The Proxy Committee is chaired by the Head of Equity Investments. The Committee members are selected from portfolio management groups and include investment risk personnel. Members of the Committee are subject to change upon approval from the Committee Chair. |
3. | WellsCap Legal/Compliance Department provides oversight and guidance to the Committee as necessary. |
4. | Third Parties: To assist in its proxy-voting responsibilities, WellsCap subscribes to research and other proxy-administration services. Currently, WellsCap has contracted with Institutional Shareholder Services (ISS) (formerly, RiskMetrics), a provider of proxy-voting services, to provide the following services to WellsCap: |
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Independently analyze and make recommendations for proxy proposals in accordance with the relevant voting platform; |
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Receive all proxy information sent by custodians that hold securities of WellsCaps Proxy Clients; |
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Posts proxy information on its password-protected website, including meeting dates, agendas, and ISS analysis; |
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Provides WellsCap with vote administration and execution, recordkeeping (proxy statements and votes), and reporting support services; and |
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Annual analysis and rationale for guideline amendments. |
Methodology |
Except in instances where clients have retained voting authority, WellsCap will instruct custodians of client accounts to forward all proxy statements and materials received in respect of client accounts to ISS. The Proxy Administrator reviews this information regularly and communicates with representatives of ISS to ensure that all agendas are considered and proxies are voted on a timely basis.
1. Voting Guidelines. WellsCap, through its agent (ISS), votes proxies on different platforms subject to the clients expressed goals. The two key platforms are: (i) the ISS Proxy Voting Guidelines, and (ii) ISS Taft Hartley Advisory Services platform, which researches recommendations made by the AFL-CIO. These Guidelines set forth how proxies will be voted on the issues specified. Depending upon the proposal and the platform, the guidelines may provide that proxies be voted for or against the proposal, or that the proposal should be considered on a case-by-case basis. The guideline may also be silent on a particular proposal, especially regarding foreign securities. ISS will vote proxies for or against as directed by the guidelines. Where the guidelines specify a case by case determination for a particular issue, ISS will evaluate the proxies based on thresholds established in the proxy guidelines relative to the platform. In addition, for proxies relating to issues not addressed in the guidelines, ISS will refer the vote to WellsCap. Finally, the Proxy Administrator shall have the authority to direct ISS to forward the proxy to him or her for a discretionary vote, in consultation with the Proxy Committee or the portfolio manager covering the subject security, if the Proxy Committee or the portfolio manager determines that a case-by-case review of such matter is warranted. Where a potential conflict of interest is identified (as described herein), WellsCap may not deviate from the Procedures unless it has a documented compelling purpose to do so.
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2. Voting Discretion. In all cases, the Proxy Administrator will exercise its voting discretion in accordance with the voting philosophy of the selected guideline. In cases where a proxy is forwarded by ISS to the Proxy Administrator, the Proxy Administrator may be assisted in its voting decision through receipt of: (i) independent research and voting recommendations provided by ISS, Portfolio Management or other independent sources; or (ii) information provided by company managements and shareholder groups. WellsCap believes that input from a portfolio manager or research analyst with knowledge of the issuer and its securities (collectively Portfolio Manager) is essential. Portfolio Management is, in WellsCaps view, best able to evaluate the impact that the outcome on a particular proposal will have on the value of the issues shares. In the event that the Proxy Administrator is aware of a material conflict of interest involving Wells Fargo/Wells Capital Management or any of its affiliates regarding a proxy that has been forwarded to him or her, the Proxy Administrator will, absent compelling circumstances, return the proxy to ISS to be voted in conformance with the voting guidelines of ISS.
Voting decisions made by the Proxy Administrator will be reported to ISS to ensure that the vote is registered in a timely manner.
3. Securities on Loan. As a general matter, securities on loan will not be recalled to facilitate proxy voting (in which case the borrower of the security shall be entitled to vote the proxy).
4. Conflicts of Interest. WellsCap has obtained a copy of ISS policies, procedures and practices regarding potential conflicts of interest that could arise in ISS proxy voting services to WellsCap as a result of business conducted by ISS. WellsCap believes that potential conflicts of interest by ISS are minimized by these policies, procedures and practices. In addition, Wells Fargo and/or Wells Capital Management may have a conflict of interest regarding a proxy to be voted upon if, for example, Wells Fargo and/or Wells Capital Management or its affiliates have other relationships with the issuer of the proxy. WellsCap believes that, in most instances, any material conflicts of interest will be minimized through a strict and objective application by ISS of the voting guidelines. However, when the Proxy Administrator is aware of a material conflict of interest regarding a matter that would otherwise require a vote by WellsCap, the Proxy Administrator shall defer to ISS to vote in conformance with the voting guidelines of ISS. In addition, the Proxy Administrator will seek to avoid any undue influence as a result of any material conflict of interest that exists between the interest of a client and WellsCap or any of its affiliates. To this end, an independent fiduciary engaged by Wells Fargo will direct the Proxy Administrator on voting instructions for the Wells Fargo proxy.
5. Regulatory Conflicts/Restrictions. When the Proxy Administrator is aware of regulatory conflicts or restrictions, the Proxy Administrator shall defer to ISS to vote in conformance with RiskMetrics voting guidelines to avoid any regulatory violations.
III. | Other Provisions |
Guideline Review
The Proxy Committee meets at least semi-annually to review this Policy and consider changes to it. Meetings may be convened more frequently (for example, to discuss a specific proxy agenda or proposal) as requested by the Manager of Proxy Administration, any member of the Proxy Committee, or WellsCaps Chief Compliance Officer. A representative of WellsCaps
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Compliance Department will be present (on a best efforts basis) at all Proxy Committee meetings, but will not vote on the proxies.
Record Retention
WellsCap will maintain the following records relating to the implementation of the Procedures:
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A copy of these proxy voting polices and procedures; |
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Proxy statements received for client securities (which will be satisfied by relying on ISS); |
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Records of votes cast on behalf of clients (which RiskMetrics maintains on behalf of ISS); |
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Records of each written client request for proxy voting records and WellsCaps written response to any client request (written or oral) for such records; and |
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Any documents prepared by WellsCap or ISS that were material to making a proxy voting decision. |
Such proxy voting books and records shall be maintained at an office of WellsCap in an easily accessible place for a period of five years.
Disclosure of Policies and Procedures
WellsCap will disclose to its clients a summary description of its proxy voting policy and procedures via mail. A detail copy of the policy and procedures will be provided to clients upon request by calling 1-800-736-2316.
WellsCap will also provide proxy statements and any records as to how we voted proxies on behalf of client upon request. Clients may contact us at 1-800-736-2316 or by e-mail at riskmgt@wellsfargo.com to request a record of proxies voted on their behalf.
Except as otherwise required by law, WellsCap has a general policy of not disclosing to any issuer or third party how its client proxies are voted.
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WHV INVESTMENT MANAGEMENT
INVESTMENT COUNSEL
It is the policy of WHV Investment Management (WHV) to vote proxies in the interest of maximizing value for WHVs 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.
Any general or specific proxy voting guidelines provided by an advisory client or its designated agent in writing will supersede this policy. Clients may wish to have their proxies voted by an independent third party or other named fiduciary or agent, at the clients cost.
WHVs proxy voting process is managed by a Proxy Committee which is composed of portfolio managers, security analysts and Operations staff.
WHV has retained Glass, Lewis & Co., LLC (voting agent) to assist in the coordination and voting of client proxies. Compliance is responsible for managing the relationship with the voting agent and for ensuring that all proxies are being properly voted and that the voting agent is retaining all of the appropriate proxy voting records.
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.
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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 our voting agent. 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 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. |
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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 agents 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. |
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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 clients written request for proxy voting records as well as our written response to any client request for such records. |
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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 clients 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. |
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Shares not voted . Our procedures are reasonably designed to assure that we vote every eligible share, however there are circumstances in which we may be unable to vote or may determine not to vote a proxy on behalf of one or more clients. These circumstances include: |
(a) | 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 shares subject to transaction restrictions. |
(b) | Still other countries require re-registration of shares to enter a proxy vote, effectively preventing exercise of investment discretion to sell shares for a substantial period of time. The same logic suggests that we not attempt to vote those shares. |
(c) | 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 documentation requirements and generally we have determined not to attempt to qualify our proxy votes for these shares. |
(d) | Lack of adequate information or untimely receipt of proxy materials from the issuer or other resolution sponsor may prevent analysis or entry of a vote by voting deadlines. |
(e) | Client securities lending programs may prevent us from voting proxies when the underlying securities have been lent out and are therefore unavailable to be voted. |
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Obtaining additional information . Clients may obtain a report showing how we voted their shares upon request. In addition, clients may also request a copy of our general Proxy Voting Policy statement and the WHV-specific Proxy Voting Guidelines used by our voting agent. |
General Voting Policy for 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 managers 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 decisions 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 accept the deal if they judge that their plans 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.
Applicability of Guidelines for All Accounts
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.
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Glass Lewis Subscription
WHV subscribes to 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 Glass Lewis analyses are thoroughly reviewed and considered in making a final voting decision, WHV does not consider recommendations from Glass Lewis to be determinative of WHVs ultimate decision. Below are a summary of Glass Lewiss general voting recommendations as well as WHVs custom policies if in conflict with Glass Lewiss general policies.
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US
PROXY PAPER POLICY GUIDELINES
AN OVERVIEW OF THE GLASS LEWIS APPROACH TO
PROXY ADVICE FOR U.S. COMPANIES
I. | ELECTION OF DIRECTORS |
Board of Directors
Boards are put in place to represent shareholders and protect their interests. Glass Lewis seeks boards with a proven record of protecting shareholders and delivering value over the medium- and long-term. We believe that boards working to protect and enhance the best interests of shareholders are independent, have directors with diverse backgrounds, have a record of positive performance, and have members with a breadth and depth of relevant experience.
Board Composition
We look at each individual on the board and examine his or her relationships with the company, the companys executives and with other board members. The purpose of this inquiry is to determine whether pre-existing personal, familial or financial relationships are likely to impact the decisions of that board member.
We vote in favor of governance structures that will drive positive performance and enhance shareholder value. The most crucial test of a boards commitment to the company and to its shareholders is the performance of the board and its members. The performance of directors in their capacity as board members and as executives of the company, when applicable, and in their roles at other companies where they serve is critical to this evaluation.
We believe a director is independent if he or she has no material financial, familial or other current relationships with the company, its executives or other board members except for service on the board and standard fees paid for that service. Relationships that have existed within the five years prior to the inquiry are usually considered to be current for purposes of this test.
In our view, a director is affiliated if he or she has a material financial, familial or other relationship with the company or its executives, but is not an employee of the company. This includes directors whose employers have a material financial relationship with the Company. This also includes a director who owns or controls 25% or more of the companys voting stock.
We define an inside director as one who simultaneously serves as a director and as an employee of the company. This category may include a chairman of the board who acts as an employee of the company or is paid as an employee of the company.
Although we typically vote for the election of directors, we will recommend voting against directors (or withholding where applicable, here and following) for the following reasons:
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A director who attends less than 75% of the board and applicable committee meetings. |
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A director who fails to file timely form(s) 4 or 5 (assessed on a case-by-case basis). |
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A director who is also the CEO of a company where a serious restatement has occurred after the CEO certified the pre-restatement financial statements. |
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All board members who served at a time when a poison pill was adopted without shareholder approval within the prior twelve months. |
We also feel that the following conflicts of interest may hinder a directors performance and will therefore recommend voting against a:
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CFO who presently sits on the board. |
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Director who presently sits on an excessive number of boards |
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Director, or a director whose immediate family member, provides material professional services to the company at any time during the past five years. |
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Director, or a director whose immediate family member, engages in airplane, real estate or other similar deals, including perquisite type grants from the company. |
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Director with an interlocking directorship. |
Board Committee Composition
All key committees including audit, compensation, governance, and nominating committees should be composed solely of independent directors and each committee should be focused on fulfilling its specific duty to shareholders. We typically recommend that shareholders vote against any affiliated or inside director seeking appointment to an audit, compensation, nominating or governance committee or who has served in that capacity in the past year.
Review of the Compensation Discussion and Analysis Report
We review the CD&A in our evaluation of the overall compensation practices of a company, as overseen by the compensation committee. In our evaluation of the CD&A, we examine, among other factors, the extent to which the company has used performance goals in determining overall compensation, how well the company has disclosed performance metrics and goals and the extent to which the performance metrics, targets and goals are implemented to enhance company performance. We would recommend voting against the chair of the compensation committee where the CD&A provides insufficient or unclear information about performance metrics and goals, where the CD&A indicates that pay is not tied to performance, or where the compensation committee or management has excessive discretion to alter performance terms or increase amounts of awards in contravention of previously defined targets.
Review of Risk Management Controls
We believe companies, particularly financial firms, should have a dedicated risk committee, or a committee of the board charged with risk oversight, as well as a chief risk officer who reports directly to that committee, not to the CEO or another executive. In cases where a company has disclosed a sizable loss or writedown, and where a reasonable analysis indicates that the companys board-level risk committee should be held accountable for poor oversight, we would recommend that shareholders vote against such committee members on that basis. In addition, in cases where a company maintains a significant level of financial risk exposure but fails to disclose any explicit form of board-level risk oversight (committee or otherwise), we will consider recommending to vote against the chairman of the board on that basis.
Separation of the roles of Chairman and CEO
Glass Lewis believes that separating the roles of corporate officers and the chairman of the board is a better governance structure than a combined executive/chairman position. The role of executives is to manage the business on the basis of the course charted by the board. Executives should be in the position of reporting and answering to the board for their performance in achieving the goals set out by such board. This becomes much more complicated when management actually sits on, or chairs, the board.
We view an independent chairman as better able to oversee the executives of the company and set a pro-shareholder agenda without the management conflicts that a CEO and other executive insiders often face. This, in turn, leads to a more proactive and effective board of directors that is looking out for the interests of shareholders above all else.
We do not recommend voting against CEOs who serve on or chair the board. However, we do support a separation between the roles of chairman of the board and CEO, whenever that question is posed in a proxy.
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In the absence of an independent chairman, we support the appointment of a presiding or lead director with authority to set the agenda for the meetings and to lead sessions outside the presence of the insider chairman.
Majority Voting for the Election of Directors
Glass Lewis will generally support proposals calling for the election of directors by a majority vote in place of plurality voting. If a majority vote standard were implemented, a nominee would have to receive the support of a majority of the shares voted in order to assume the role of a director. Thus, shareholders could collectively vote to reject a director they believe will not pursue their best interests. We think that this minimal amount of protection for shareholders is reasonable and will not upset the corporate structure nor reduce the willingness of qualified shareholder-focused directors to serve in the future.
Classified Boards
Glass Lewis favors the repeal of staggered boards in favor of the annual election of directors. We believe that staggered boards are less accountable to shareholders than annually elected boards. Furthermore, we feel that the annual election of directors encourages board members to focus on protecting the interests of shareholders.
Mutual Fund Boards
Mutual funds, or investment companies, are structured differently than regular public companies (i.e., operating companies). Members of the funds adviser are typically on the board and management takes on a different role than that of other public companies. As such, although many of our guidelines remain the same, the following differences from the guidelines at operating companies apply at mutual funds:
1. | We believe three-fourths of the boards of investment companies should be made up of independent directors, a stricter standard than the two-thirds independence standard we employ at operating companies. |
2. | We recommend voting against the chairman of the nominating committee at an investment company if the chairman and CEO of a mutual fund is the same person and the fund does not have an independent lead or presiding director. |
II. | FINANCIAL REPORTING |
Auditor Ratification
We believe that role of the auditor is crucial in protecting shareholder value. In our view, shareholders should demand the services of objective and well-qualified auditors at every company in which they hold an interest. Like directors, auditors should be free from conflicts of interest and should assiduously avoid situations that require them to make choices between their own interests and the interests of the shareholders.
Glass Lewis generally supports managements recommendation regarding the selection of an auditor. However, we recommend voting against the ratification of auditors for the following reasons:
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When audit fees added to audit-related fees total less than one-third of total fees. |
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When there have been any recent restatements or late filings by the company where the auditor bears some responsibility for the restatement or late filing (e.g., a restatement due to a reporting error). |
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When the company has aggressive accounting policies. |
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When the company has poor disclosure or lack of transparency in financial statements. |
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When there are other relationships or issues of concern with the auditor that might suggest a conflict between the interest of the auditor and the interests of shareholders. |
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When the company is changing auditors as a result of a disagreement between the company and the auditor on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures. |
Auditor Rotation
We typically support audit related proposals regarding mandatory auditor rotation when the proposal uses a reasonable period of time (usually not less than 5-7 years).
Pension Accounting Issues
Proxy proposals sometimes raise the question as to whether pension accounting should have an effect on the companys net income and therefore be reflected in the performance of the business for purposes of calculating payments to executives. It is our view that pension credits should not be included in measuring income used to award performance-based compensation. Many of the assumptions used in accounting for retirement plans are subject to the discretion of a company, and management would have an obvious conflict of interest if pay were tied to pension income.
III. | COMPENSATION |
Equity Based Compensation Plans
Glass Lewis evaluates option and other equity-based compensation on a case-by-case basis. We believe that equity compensation awards are a useful tool, when not abused, for retaining and incentivizing employees to engage in conduct that will improve the performance of the company.
We evaluate option plans based on ten overarching principles:
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Companies should seek additional shares only when needed. |
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The number of shares requested should be small enough that companies need shareholder approval every three to four years (or more frequently). |
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If a plan is relatively expensive, it should not be granting options solely to senior executives and board members. |
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Annual net share count and voting power dilution should be limited. |
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Annual cost of the plan (especially if not shown on the income statement) should be reasonable as a percentage of financial results and in line with the peer group. |
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The expected annual cost of the plan should be proportional to the value of the business. |
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The intrinsic value received by option grantees in the past should be reasonable compared with the financial results of the business. |
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Plans should deliver value on a per-employee basis when compared with programs at peer companies. |
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Plans should not permit re-pricing of stock options. |
Option Exchanges
Option exchanges are reviewed on a case-by-case basis, although they are approached with great skepticism. Repricing is tantamount to a re-trade. We will support a repricing only if the following conditions are true:
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Officers and board members do not participate in the program. |
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The stock decline mirrors the market or industry price decline in terms of timing and approximates the decline in magnitude. |
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The exchange is value neutral or value creative to shareholders with very conservative assumptions and a recognition of the adverse selection problems inherent in voluntary programs. |
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Management and the board make a cogent case for needing to incentivize and retain existing employees, such as being in a competitive employment market. |
Performance Based Options
We generally recommend that shareholders vote in favor of performance-based option requirements. We feel that executives should be compensated with equity when their performance and that of the company warrants such rewards. We believe that boards can develop a consistent, reliable approach, as boards of many companies have, that would attract executives who believe in their ability to guide the company to achieve its targets.
Linking Pay with Performance
Executive compensation should be linked directly with the performance of the business the executive is charged with managing. Glass Lewis grades companies on an A to F scale based on our analysis of executive compensation relative to performance and that of the companys peers and will recommend voting against the election of compensation committee members at companies that receive a grade of F.
Director Compensation Plans
Non-employee directors should receive compensation for the time and effort they spend serving on the board and its committees. In particular, we support compensation plans that include equity-based awards, which help to align the interests of outside directors with those of shareholders. Director fees should be competitive in order to retain and attract qualified individuals.
Advisory Votes on Compensation
We closely review companies compensation practices and disclosure as outlined in their CD&As and other company filings to evaluate management-submitted advisory compensation vote proposals. In evaluating these non-binding proposals, we examine how well the company has disclosed information pertinent to its compensation programs, the extent to which overall compensation is tied to performance, the performance metrics selected by the company and the levels of compensation in comparison to company performance and that of its peers. Glass Lewis will generally recommend voting in favor of shareholder proposals to allow shareholders an advisory vote on compensation.
Limits on Executive Compensation
Proposals to limit executive compensation will be evaluated on a case-by-case basis. As a general rule, we believe that executive compensation should be left to the boards compensation committee. We view the election of directors, and specifically those who sit on the compensation committee, as the appropriate mechanism for shareholders to express their disapproval or support of board policy on this issue.
Limits on Executive Stock Options
We favor the grant of options to executives. Options are a very important component of compensation packages designed to attract and retain experienced executives and other key employees. Tying a portion of an executives compensation to the performance of the company also provides an excellent incentive to maximize share values by those in the best position to affect those values. Accordingly, we typically vote against caps on executive stock options.
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IV. | GOVERNANCE STRUCTURE |
Anti-Takeover Measures
Poison Pills (Shareholder Rights Plans)
Glass Lewis believes that poison pill plans generally are not in the best interests of shareholders. Specifically, they can reduce management accountability by substantially limiting opportunities for corporate takeovers. Rights plans can thus prevent shareholders from receiving a buy-out premium for their stock.
We believe that boards should be given wide latitude in directing the activities of the company and charting the companys course. However, on an issue such as this where the link between the financial interests of shareholders and their right to consider and accept buyout offers is so substantial, we believe that shareholders should be allowed to vote on whether or not they support such a plans implementation.
In certain limited circumstances, we will support a limited poison pill to accomplish a particular objective, such as the closing of an important merger, or a pill that contains what we believe to be a reasonable qualifying offer clause.
Right of Shareholders to Call a Special Meeting
We will vote in favor of proposals that allow shareholders to call special meetings. In order to prevent abuse and waste of corporate resources by a very small minority of shareholders, we believe that such rights should be limited to a minimum threshold of at least 15% of the shareholders requesting such a meeting.
Shareholder Action by Written Consent
We will vote in favor of proposals that allow shareholders to act by written consent. In order to prevent abuse and waste of corporate resources by a very small minority of shareholders, we believe that such rights should be limited to a minimum threshold of at least 15% of the shareholders requesting action by written consent.
Authorized Shares
Proposals to increase the number of authorized shares will be evaluated on a case-by-case basis. Adequate capital stock is important to the operation of a company. When analyzing a request for additional shares, we typically review four common reasons why a company might need additional capital stock beyond what is currently available:
1. Stock split
2. Shareholder defenses
3. Financing for acquisitions
4. Financing for operations
Unless we find that the company has not disclosed a detailed plan for use of the proposed shares, or where the number of shares far exceeds those needed to accomplish a detailed plan, we typically recommend in favor of the authorization of additional shares.
Voting Structure
Cumulative Voting
Glass Lewis will vote for proposals seeking to allow cumulative voting. Cumulative voting is a voting process that maximizes the ability of minority shareholders to ensure representation of their views on the board. Cumulative voting generally operates as a safeguard for by ensuring that those who hold a significant minority of shares are able to elect a candidate of their choosing to the board.
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Supermajority Vote Requirements
Glass Lewis favors a simple majority voting structure. Supermajority vote requirements act as impediments to shareholder action on ballot items that are critical to our interests. One key example is in the takeover context where supermajority vote requirements can strongly limit shareholders input in making decisions on such crucial matters as selling the business.
Shareholder Proposals
Shareholder proposals are evaluated on a case-by-case basis. We generally favor proposals that are likely to increase shareholder value and/or promote and protect shareholder rights. We typically prefer to leave decisions regarding day-to-day management of the business and policy decisions related to political, social or environmental issues to management and the board except when we see a clear and direct link between the proposal and some economic or financial issue for the company.
Policy Report
WHV (WHV Main)
115-Authorization of Board to Set Board Size (General Approach: AGAINST) |
605-Advisory Vote on Executive Compensation (General Approach: MANUAL) |
700-Transaction of Other Business (General Approach: AGAINST) |
710-Right to Adjourn Meeting (General Approach: MANUAL) |
835-Cancellation of Authorized Preferred Stock (General Approach: FOR) |
840-Increase in/Authorization of Dual Class Stock (General Approach: AGAINST) |
845-Elimination of Dual Class Stock (General Approach: FOR) |
895-Reverse Stock Split (General Approach: MANUAL) |
896-Share Repurchase (General Approach: MANUAL) |
897-Reverse Stock Split Followed by a Forward Stock Split (General Approach: MANUAL) |
1116-Limitation of Right to Call a Special Meeting (General Approach: AGAINST) |
1117-Elimination of Right to Call a Special Meeting (General Approach: AGAINST) |
1122-Elimination of Written Consent (General Approach: AGAINST) |
1125-Adoption of Supermajority Requirement (General Approach: AGAINST) |
1127-Elimination of Supermajority Requirement (General Approach: FOR) |
1145-Company Name Change (General Approach: FOR) |
1173-Amendment to Investment Advisory Agreement/Sub-Advisory Agreement (General Approach: MANUAL) |
1200-Merger/Acquisition (General Approach: MANUAL) |
2010-SHP Regarding Director Tenure (General Approach: AGAINST) |
2015-SHP: Director Retirement Age (General Approach: AGAINST) |
2050-SHP Regarding Independent Board Chairman/Seperation of Chair and CEO (General Approach: MANUAL) |
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2070-SHP Regarding Double Board Nominees (General Approach: AGAINST) |
2140-SHP Regarding Creation of Nom/Gov Committee (General Approach: FOR) |
2306-SHP Regarding Advisory Vote on Compensation (Say on Pay) (General Approach: MANUAL) |
2313-SHP Report on Executive Retirement Benefits (General Approach: MANUAL) |
2340-SHP Regarding Performance-Based Equity Compensation (General Approach: MANUAL) |
2341-SHP Pay for [superior] Performance (General Approach: MANUAL) |
2380-SHP Regarding Repricing Options (General Approach: FOR) |
2390-SHP Regarding Expensing Stock Options (General Approach: FOR) |
2502-SHP Regarding Confidential Voting (General Approach: MANUAL) |
2515-SHP Regarding Majority Vote for Election of Directors (General Approach: FOR) |
2555-SHP Regarding Redemption of/Shareholder Vote on Poison Pills (General Approach: FOR) |
2560-SHP Regarding Reducing Supermajority Provisions (General Approach: FOR) |
2588-SHP Requiring Directors to Consider the Effects of Mergers, Takeovers or Acquisitions on Company Stakeholders (General Approach: MANUAL) |
2593-SHP Regarding Annual Meeting Date (General Approach: AGAINST) |
2594-SHP Regarding Annual Meeting Location (General Approach: AGAINST) |
2600-SHP Regarding Ceres Principles (General Approach: AGAINST) |
2610-SHP Regarding Sustainability Report (General Approach: AGAINST) |
2640-SHP Regarding Review Nuclear Facility/Waste (General Approach: AGAINST) |
2650-SHP Regarding Report on Nuclear Weapons Production (General Approach: AGAINST) |
2655-SHP Regarding Ending Nuclear Weapons Production (General Approach: AGAINST) |
2660-SHP Regarding Space Weapons (General Approach: AGAINST) |
2670-SHP Regarding Improving Elimination of Dioxin Formation (General Approach: AGAINST) |
2671-SHP Regarding Report on Financial Risks of Cyanide Leaching (General Approach: AGAINST) |
2675-SHP Regarding Safe Management of Wastes Contaminated by PCBs (General Approach: AGAINST) |
2682-SHP Regarding Eliminating Mercury Pollution from the Hospital Waste Stream (General Approach: AGAINST) |
2684-SHP Regarding Adoption of Comprehensive Recycling Strategies (General Approach: AGAINST) |
2686-SHP Regarding Reporting and Reducing Greenhouse Gas Emissions (General Approach: MANUAL) |
2695-SHP Regarding Misc. Energy/Environmental Issues (General Approach: MANUAL) |
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2715-SHP Regarding MacBride Principles (General Approach: AGAINST) |
2725-SHP Regarding Review Mexican Work Force Conditions (General Approach: AGAINST) |
2800-SHP Regarding Tobacco/Alcohol (General Approach: AGAINST) |
2810-SHP Regarding Drug Pricing/Distribution (General Approach: AGAINST) |
2830-SHP Regarding Reviewing Charitable Spending (General Approach: AGAINST) |
2835-SHP Regarding Limiting or Ending Charitable Spending (General Approach: AGAINST) |
2840-SHP Regarding Reviewing Political Spending or Lobbying (General Approach: AGAINST) |
2845-SHP Regarding Limiting or Ending Political Spending (General Approach: AGAINST) |
5030-Financial Statements (General Approach: FOR) |
5220-Appointment of Auditor and Authority to Set Fees (General Approach: FOR) |
5230-Authority to Set Auditors Fees (General Approach: FOR) |
5501-Directors Fees & Audit Fees (General Approach: FOR) |
5740-Related Party Transactions (General Approach: MANUAL) |
5759-Routine Meeting Item (General Approach: FOR) |
5790-Right to Adjourn Meeting (General Approach: MANUAL) |
5834-Issuance of Repurchased Shares (General Approach: MANUAL) |
5838-Authority to Repurchase Shares (General Approach: MANUAL) |
5839-Repurchase of Shares (General Approach: MANUAL) |
5840-Stock Split (General Approach: FOR) |
5842-Reverse Stock Split (General Approach: MANUAL) |
5858-Amendment to Par Value (General Approach: FOR) |
6160-End to Supermajority Voting Requirement (General Approach: FOR) |
6200-Merger/Acquisition (General Approach: MANUAL) |
7050-SHP Regarding Nominating Committee (General Approach: FOR) |
7390-SHP Advisory Vote on Compensation Report (Say on Pay) (General Approach: MANUAL) |
7500-SHP Regarding Approval of Confidential Voting (General Approach: MANUAL) |
7565-SHP Requiring Directors to Consider the Effects of Mergers, Takeovers or Acquisitions on Company Stakeholders (General Approach: MANUAL) |
7570-SHP Regarding Opposition to Merger/Acquisition (General Approach: MANUAL) |
7686-SHP Regarding Reporting and Reducing Greenhouse Gas Emissions (General Approach: MANUAL) |
7695-SHP Regarding Misc. Environmental Issue (General Approach: MANUAL) |
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PART C: OTHER INFORMATION
Item 28. | 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. 4 | |
(a)(2)(ii) |
Amendment No. 2 to the Amended and Restated Agreement and Declaration of Trust. 6 | |
(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)(A)(i) |
Investment Management Agreement dated as of May 1, 2011 between EQ Advisors Trust (the Trust) and AXA Equitable Funds Management Group, LLC (FMG LLC). 29 | |
(d)(1)(i)(A)(ii) |
Amendment No. 1 effective as of August 1, 2011 to the Investment Management Agreement dated as of May 1, 2011 between the Trust and FMG LLC. 29 | |
(d)(1)(i)(A)(iii) |
Amendment No. 2 effective as of September 1, 2011 to the Investment Management Agreement dated as of May 1, 2011 between the Trust and FMG LLC. 29 | |
(d)(1)(i)(A)(iv) |
Amendment No. 3 effective as of October 1, 2011 to the Investment Management Agreement dated as of May 1, 2011 between the Trust and FMG LLC. 31 | |
(d)(1)(i)(A)(v) |
Form of Amendment No. 4 dated as of , 2012 to the Investment Management Agreement dated as of May 1, 2011 between the Trust and FMG LLC. 31 | |
(d)(1)(i)(B)(i) |
Investment Management Agreement dated as of May 1, 2011 between the Trust and FMG LLC with respect to the All Asset Allocation Portfolio, EQ/Boston Advisors Equity Income Portfolio, EQ/GAMCO Mergers and Acquisitions Portfolio, EQ/GAMCO Small Company Value Portfolio, EQ/MFS International Growth Portfolio, EQ/Montag & Caldwell Growth Portfolio, EQ/PIMCO Ultra Short Bond Portfolio, EQ/T. Rowe Price Growth Stock Portfolio and EQ/UBS Growth and Income Portfolio (collectively, the MONY Portfolios). 29 | |
(d)(1)(i)(B)(ii) |
Form of Amendment No. 1 effective as of March , 2012 to the Investment Management Agreement dated as of May 1, 2011 between the Trust and FMG LLC on behalf of the MONY Portfolios. (filed herewith) |
(d)(1)(i)(C)(i) |
Investment Management Agreement dated as of May 1, 2011 between the Trust and FMG LLC with respect to certain fund of funds portfolios (Fund of Funds Portfolios). 29 | |
(d)(1)(i)(C)(ii) |
Amendment No. 1 dated as of June 7, 2011 to the Investment Management Agreement dated May 1, 2011 between the Trust and FMG LLC with respect to the Fund of Funds Portfolios. 30 | |
(d)(1)(i)(C)(iii) |
Form of Amendment No. 2 dated as of , 2012 to the Investment Management Agreement dated May 1, 2011 between the Trust and FMG LLC with respect to the Fund of Funds Portfolios. 31 | |
(d)(2)(i) |
Investment Advisory Agreement between FMG LLC and T. Rowe Price Associates, Inc. (T. Rowe Price) dated as of May 1, 2011. 29 | |
(d)(3)(i) |
Investment Advisory Agreement between FMG LLC and Massachusetts Financial Services Company (doing business as MFS Investment Management) (MFSIM) dated as of May 1, 2011. 29 | |
(d)(4)(i) |
Investment Advisory Agreement between FMG LLC and Morgan Stanley Investment Management (MSIM) dated as of May 1, 2011. 29 | |
(d)(5)(i) |
Investment Advisory Agreement between FMG LLC and J.P. Morgan Investment Management, Inc. (J.P. Morgan) dated as of May 1, 2011. 29 | |
(d)(6)(i)(A)(i) |
Investment Advisory Agreement between FMG LLC and AllianceBernstein L.P. (AllianceBernstein) effective as of May 1, 2011. 29 | |
(d)(6)(i)(A)(ii) |
Amendment No. 1 effective as of September 1, 2011 to the Investment Advisory Agreement between FMG LLC and AllianceBernstein effective May 1, 2011. 31 | |
(d)(6)(i)(A)(iii) |
Form of Amendment No. 2 dated as of , 2012 to the Investment Advisory Agreement between FMG LLC and AllianceBernstein effective May 1, 2011. 31 | |
(d)(6)(i)(B)(i) |
Investment Advisory Agreement between FMG LLC and AllianceBernstein effective as of May 1, 2011 with respect to the ATM Core Bond Portfolio and the ATM Intermediate Government Bond Portfolio. 29 | |
(d)(6)(i)(C)(i) |
Investment Advisory Agreement between FMG LLC and AllianceBernstein effective as of May 1, 2011 with respect to the EQ/Small Company Index Portfolio. 29 | |
(d)(7)(i) |
Investment Advisory Agreement between FMG LLC and Capital Guardian Trust Company (Capital Guardian) dated as of May 1, 2011. 29 | |
(d)(8)(i) |
Investment Advisory Agreement between FMG LLC and Calvert Investment Management, Inc. (Calvert) dated as of May 1, 2011. 29 | |
(d)(8)(ii) |
Amended and Restated Investment Advisory Agreement between FMG LLC and Calvert dated as of August 1, 2011. 29 |
(d)(9)(i) |
Investment Advisory Agreement between FMG LLC and Marsico Capital Management, LLC (Marsico) dated as of May 1, 2011. 29 | |
(d)(10)(i) |
Investment Advisory Agreement between FMG LLC and Pacific Investment Management Company, LLC (PIMCO) dated as of May 1, 2011. 29 | |
(d)(10)(ii) |
Form of Amendment No. 1 dated as of , 2012 to the Investment Advisory Agreement between FMG LLC and PIMCO dated as of May 1, 2011. 31 | |
(d)(11)(i) |
Investment Advisory Agreement between FMG LLC and Wellington Management Company, LLP (Wellington) dated as of May 1, 2011. 29 | |
(d)(12)(i) |
Investment Advisory Agreement between FMG LLC and Boston Advisors, LLC (Boston Advisors) dated as of May 1, 2011. 29 | |
(d)(13)(i) |
Investment Advisory Agreement between FMG LLC and GAMCO Asset Management, Inc. (GAMCO) dated as of May 1, 2011. 29 | |
(d)(14)(i) |
Investment Advisory Agreement between FMG LLC and Montag & Caldwell, LLC (Montag) dated as of May 1, 2011. 29 | |
(d)(15)(i) |
Investment Advisory Agreement between FMG LLC and SSgA Funds Management, Inc. (SSgA FM) dated as of May 1, 2011. 29 | |
(d)(16)(i) |
Investment Advisory Agreement between FMG LLC and UBS Global Asset Management (Americas) Inc. (UBS) dated as of May 1, 2011. 29 | |
(d)(17)(i)(A)(i) |
Investment Advisory Agreement between FMG LLC and Wells Capital Management, Inc. (Wells Capital) dated as of May 1, 2011. 29 | |
(d)(17)(i)(B)(i) |
Investment Advisory Agreement between FMG LLC, Wells Capital and First International Advisers, LLC (First International) dated as of May 1, 2011. 29 | |
(d)(18)(i) |
Investment Advisory Agreement between FMG LLC and Lord Abbett & Co. LLC (Lord Abbett) dated as of May 1, 2011. 29 | |
(d)(19)(i) |
Investment Advisory Agreement between FMG LLC and The Dreyfus Corporation (Dreyfus) dated as of May 1, 2011. 29 | |
(d)(20)(i) |
Investment Advisory Agreement between FMG LLC and Bridgeway Capital Management, Inc. (Bridgeway) dated as of May 1, 2011. 29 | |
(d)(21)(i) |
Investment Advisory Agreement between FMG LLC and Davis Selected Advisers, L. P. (Davis) dated as of May 1, 2011. 29 | |
(d)(22)(i) |
Investment Advisory Agreement between FMG LLC and Franklin Advisory Services, LLC (Franklin Advisory) dated as of May 1, 2011. 29 | |
(d)(23)(i) |
Investment Advisory Agreement between FMG LLC and Franklin Mutual Advisers, LLC (Franklin Mutual) dated as of May 1, 2011. 29 |
(d)(24)(i) |
Investment Advisory Agreement between FMG LLC and OppenheimerFunds, Inc. (Oppenheimer) dated as of May 1, 2011. 29 | |
(d)(25)(i) |
Investment Advisory Agreement between FMG LLC and Franklin Advisers, Inc. (Franklin Advisers) dated as of May 1, 2011. 29 | |
(d)(26)(i)(A)(i) |
Investment Advisory Agreement between FMG LLC and BlackRock Investment Management LLC (BlackRock Investment) effective as of May 1, 2011. 29 | |
(d)(26)(i)(B)(i) |
Investment Advisory Agreement between FMG LLC and BlackRock Investment effective as of May 1, 2011 with respect to the Tactical Manager Portfolios. 29 | |
(d)(26)(i)(B)(ii) |
Amended and Restated Investment Advisory Agreement between FMG LLC and BlackRock Investment effective as of August 1, 2011 with respect to the Tactical Manager Portfolios. (filed herewith) | |
(d)(27)(i) |
Investment Advisory Agreement between FMG LLC and Institutional Capital, LLC (ICAP) dated as of May 1, 2011. 29 | |
(d)(28)(i) |
Investment Advisory Agreement between FMG LLC, Wentworth Hauser and Violich, Inc. (Wentworth Hauser) and Hirayama Investments, LLC (Hirayama Investments) dated as of May 1, 2011. 29 | |
(d)(29)(i) |
Investment Advisory Agreement between FMG LLC and BlackRock Capital Management, Inc. (BlackRock Capital) effective as of May 1, 2011. 29 | |
(d)(30)(i) |
Investment Advisory Agreement between FMG LLC and Invesco Advisers, Inc. (Invesco) dated as of May 1, 2011. 29 | |
(d)(31)(i) |
Investment Advisory Agreement between FMG LLC and Northern Cross, LLC (Northern Cross) dated as of May 1, 2011. 29 | |
(d)(32)(i) |
Investment Advisory Agreement between FMG LLC and Templeton Investment Counsel, LLC (Templeton Investment) dated as of May 1, 2011. 29 | |
(d)(33)(i) |
Form of Investment Advisory Agreement between FMG LLC and Denver Investment Advisors LLC (d/b/a Denver Investments) (Denver) dated as of , 2012. 31 | |
(d)(34)(i) |
Form of Investment Advisory Agreement between FMG LLC and EARNEST Partners, LLC (EARNEST) dated as of , 2012. 31 | |
(d)(35)(i) |
Form of Investment Advisory Agreement between FMG LLC and RBC Global Asset Management (U.S.) Inc. (RBC GAM US) dated as of , 2012. 31 | |
(d)(36)(i) |
Form of Investment Advisory Agreement between FMG LLC and Guggenheim Investment Management, LLC (Guggenheim) dated as of , 2012. 32 | |
(e) |
Underwriting Contracts |
(e)(1)(i) |
Amended and Restated Distribution Agreement between the Trust and AXA Distributors, LLC (AXA Distributors) dated as July 15, 2002 with respect to Class IA shares. 6 | |
(e)(1)(ii) |
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. 7 | |
(e)(1)(iii) |
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. 8 | |
(e)(1)(iv) |
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. 8 | |
(e)(1)(v) |
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. 10 | |
(e)(1)(vi) |
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. 11 | |
(e)(1)(vii) |
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. 13 | |
(e)(1)(viii) |
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. 15 | |
(e)(1)(ix) |
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. 16 | |
(e)(1)(x) |
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. 17 | |
(e)(1)(xi) |
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. 20 | |
(e)(1)(xii) |
Amendment No. 11 dated January 1, 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. 21 | |
(e)(1)(xiii) |
Amendment No. 12 dated May 1, 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. 22 |
(e)(1)(xiv) |
Amendment No. 13 dated September 29, 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. 24 | |
(e)(1)(xv) |
Amendment No. 14 dated as of August 16, 2010 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. 27 | |
(e)(1)(xvi) |
Amendment No. 15 dated as of December 15, 2010 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. 27 | |
(e)(1)(xvii) |
Amendment No. 16 dated as of June 7, 2011 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. 30 | |
(e)(2)(i) |
Amended and Restated Distribution Agreement between the Trust and AXA Distributors dated as of July 15, 2002 with respect to Class IB shares. 6 | |
(e)(2)(ii) |
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. 7 | |
(e)(2)(iii) |
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. 8 | |
(e)(2)(iv) |
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. 8 | |
(e)(2)(v) |
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 IB shares. 10 | |
(e)(2)(vi) |
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. 11 | |
(e)(2)(vii) |
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. 13 | |
(e)(2)(viii) |
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. 15 | |
(e)(2)(ix) |
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. 16 |
(e)(2)(x) |
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. 17 | |
(e)(2)(xi) |
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. 20 | |
(e)(2)(xii) |
Amendment No. 11 dated January 1, 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. 21 | |
(e)(2)(xiii) |
Amendment No. 12 dated May 1, 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. 22 | |
(e)(2)(xiv) |
Amendment No. 13 dated September 29,2009 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. 24 | |
(e)(2)(xv) |
Amendment No. 14 dated as of August 16, 2010 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. 27 | |
(e)(2)(xvi) |
Amendment No. 15 dated as of December 15, 2010 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. 27 | |
(e)(2)(xvii) |
Amendment No. 16 dated as of June 7, 2011 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. 30 | |
(e)(2)(xviii) |
Form of Amendment No. 17 dated as of , 2012 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. 32 | |
(e)(3)(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. 8 | |
(e)(3)(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. 16 | |
(e)(3)(iii) |
Amendment No. 2 dated as of May 1, 2009 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. 23 | |
(e)(3)(iv) |
Amendment No. 3 dated as of September 29, 2009 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. 24 |
(g)(1)(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. 8 | |
(g)(1)(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. 8 | |
(g)(1)(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. 10 | |
(g)(1)(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. 11 | |
(g)(1)(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. 14 | |
(g)(1)(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. 15 | |
(g)(1)(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. 16 | |
(g)(1)(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. 17 | |
(g)(1)(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. 20 | |
(g)(1)(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. 20 | |
(g)(1)(xiii) |
Amendment No. 12 dated January 1, 2009 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 21 | |
(g)(1)(xiv) |
Amendment No. 13 dated May 1, 2009 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 22 | |
(g)(1)(xv) |
Amendment No. 14 dated as of September 29, 2009, to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 24 |
(g)(1)(xvi) |
Amendment No. 15 dated as of October 1, 2009, to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 24 | |
(g)(1)(xvii) |
Amendment No. 16 dated as of August 16, 2010 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 27 | |
(g)(1)(xviii) |
Amendment No. 17 dated as of December 15, 2010 to the Amended and Restated Global Custody Agreement between the Trust and JPMorgan Chase Bank dated February 1, 2002. 27 | |
(g)(1)(xix) |
Amendment No. 18 dated as of December 7, 2010 to the Amended and Restated Global Custody Agreement dated February 1, 2002. 28 | |
(g)(1)(xx) |
Amendment No. 19 dated as of May 1, 2011 to the Amended and Restated Global Custody Agreement dated February 1, 2002. 29 | |
(g)(1)(xxi) |
Amendment No. 20 dated as of July 20, 2011 to the Amended and Restated Global Custody Agreement dated February 1, 2002. 29 | |
(g)(1)(xxii) |
Form of Amendment No. 21 dated as of , 2012 to the Amended and Restated Global Custody Agreement dated February 1, 2002. 32 | |
(h) |
Other Material Contracts | |
(h)(1)(i) |
Mutual Fund Services Agreement dated May 1, 2011 between the Trust and FMG LLC. 29 | |
(h)(1)(ii) |
Amendment No. 1 dated June 7, 2011 to the Mutual Fund Services Agreement between the Trust and FMG LLC dated May 1, 2011. 30 | |
(h)(1)(iii) |
Amendment No. 2 dated September 1, 2011 to the Mutual Fund Services Agreement dated May 1, 2011 between the Trust and FMG LLC. 29 | |
(h)(1)(iv) |
Amendment No. 3 dated as of October 1, 2011 to the Mutual Fund Services Agreement dated May 1, 2011 between the Trust and FMG LLC. 31 | |
(h)(1)(v) |
Form of Amendment No. 4 dated as of , 2012 to the Mutual Fund Service Agreement dated May 1, 2011 between the Trust and FMG LLC. 32 | |
(h)(2)(i) |
Sub-Administration Agreement between FMG LLC and JPMorgan Chase Bank dated May 1, 2011. 29 | |
(h)(3)(i) |
Expense Limitation Agreement dated as of May 1, 2011 between the Trust and FMG LLC. 29 | |
(h)(3)(ii) |
Amendment No. 1 dated as of June 7, 2011 to the Expense Limitation Agreement between the Trust and FMG LLC dated May 1, 2011. 30 |
(h)(3)(iii) |
Amendment No. 2 dated as of August 19, 2011 to the Expense Limitation Agreement between the Trust and FMG LLC dated May 1, 2011. 29 | |
(h)(3)(iv) |
Amendment No. 3 effective as of January 1, 2012 to the Expense Limitation Agreement between the Trust and FMG LLC dated May 1, 2011. 31 | |
(h)(3)(v) |
Form of Amendment No. 4 dated as of , 2012 to the Expense Limitation Agreement between the Trust and FMG LLC dated May 1, 2011. 32 | |
(h)(4)(i) |
Amended and Restated Participation Agreement among the Trust, AXA Equitable Life Insurance Company (AXA Equitable), AXA Distributors and AXA Advisors dated as of July 15, 2002. 6 | |
(h)(4)(ii) |
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. 7 | |
(h)(4)(iii) |
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. 8 | |
(h)(4)(iv) |
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. 8 | |
(h)(4)(v) |
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. 10 | |
(h)(4)(vi) |
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. 12 | |
(h)(4)(vii) |
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. 14 | |
(h)(4)(viii) |
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. 15 | |
(h)(4)(ix) |
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. 17 | |
(h)(4)(x) |
Amendment No. 9 dated May 1, 2008 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 20 |
(h)(4)(xi) |
Amendment No. 10 dated January 1, 2009 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 21 | |
(h)(4)(xii) |
Amendment No. 11 dated May 1, 2009 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 22 | |
(h)(4)(xiii) |
Amendment No. 12 dated September 29, 2009 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 24 | |
(h)(4)(xiv) |
Amendment No. 13 dated August 16, 2010 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 27 | |
(h)(4)(xv) |
Amendment No. 14 dated as of December 15, 2010 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 27 | |
(h)(4)(xvi) |
Amendment No. 15 dated June 7, 2011 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 30 | |
(h)(4)(xvii) |
Form of Amendment No. 16 dated , 2012 to the Amended and Restated Participation Agreement among the Trust, AXA Equitable, AXA Distributors and AXA Advisors dated July 15, 2002. 32 | |
(h)(5)(i) |
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. 6 | |
(i) |
Legal Opinion | |
(i)(1) |
Opinion and Consent of K&L Gates LLP with respect to the Portfolios. (to be filed by amendment) | |
(j) |
None | |
(k) |
None | |
(l) |
None | |
(m) |
Distribution Plans | |
(m)(1)(a) |
Amended and Restated Distribution Plan pursuant to Rule 12b-1 under the 1940 Act for the Trusts Class IB shares adopted as of July 14, 2010. 26 | |
(m)(2)(a) |
Amended and Restated Distribution Plan pursuant to Rule 12b-1 under the 1940 Act for the Trusts Class IB shares of the MONY Portfolios adopted as of July 14, 2010. 26 |
(m)(3)(a) |
Shareholder Services and Distribution Plan pursuant to Rule 12b-1 under the 1940 Act for the Trusts Class IA shares adopted as of July 12, 2011. (filed herewith) | |
(n) |
Multiple Class Plan | |
(n)(1) |
Revised Amended and Restated Plan Pursuant to Rule 18f-3 under the 1940 Act. 29 | |
(p) |
Codes of Ethics | |
(p)(1) |
Code of Ethics of the Trust, FMG LLC and AXA Distributors, effective December 2011. 31 | |
(p)(2) |
Revised Code of Ethics of AllianceBernstein, updated October 2011. 31 | |
(p)(3) |
Revised Code of Ethics of Calvert, effective February 2009. 24 | |
(p)(4) |
Revised Code of Ethics of Capital Guardian effective December 2011. (filed herewith) | |
(p)(5) |
Revised Code of Ethics of J.P. Morgan, revised July 15, 2011. (filed herewith) | |
(p)(6) |
Revised Code of Ethics of MFSIM, effective February 22, 2010. 27 | |
(p)(7) |
Revised Code of Ethics of MSIM, effective March 1, 2011. (filed herewith) | |
(p)(8) |
Revised Code of Ethics of T. Rowe Price, effective May 20, 2011. (filed herewith) | |
(p)(9) |
Revised Code of Ethics of Marsico effective December 6, 2011. (filed herewith) | |
(p)(10) |
Revised Code of Ethics of PIMCO, effective May 2009. 24 | |
(p)(11) |
Revised Code of Ethics of Wellington, effective April 1, 2010. 27 | |
(p)(12) |
Revised Code of Ethics of Boston Advisors, effective October 5, 2011. (filed herewith) | |
(p)(13) |
Revised Code of Ethics of GAMCO, effective March 5, 2008. 20 | |
(p)(14) |
Revised Code of Ethics of Montag, effective September 30, 2011. (filed herewith) | |
(p)(15) |
Revised Code of Ethics of SSgA FM, effective November 1, 2010. 28 | |
(p)(16) |
Revised Code of Ethics of UBS, effective June 30, 2011. (filed herewith) | |
(p)(17) |
Revised Code of Ethics of Wells Capital effective October 1, 2010. 18 |
1. | Incorporated by reference to and/or previously filed Registrants 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 Registrants 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 Registrants 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. 18 to Registrants Registration Statement on Form N-1A filed on January 23, 2001 (File No. 333-17217). |
5. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 24 to Registrants Registration Statement on Form N-1A filed on April 3, 2002 (File No. 333-17217). |
6. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 25 to Registrants Registration Statement on Form N-1A filed on February 7, 2003 (File No. 333-17217). |
7. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 28 to Registrants Registration Statement on Form N-1A filed on February 10, 2004 (File No. 333-17217). |
8. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 35 to Registrants Registration Statement on Form N-1A filed on October 15, 2004 (File No. 333-17217). |
9. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 36 to Registrants Registration Statement on Form N-1A filed on February 8, 2005 (File No. 333-17217). |
10. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 37 to Registrants Registration Statement on Form N-1A filed on April 7, 2005 (File No. 333-17217). |
11. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 42 to Registrants Registration Statement on Form N-1A filed on August 24, 2005 (File No. 333-17217). |
12. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 44 to Registrants Registration Statement on Form N-1A filed on April 5, 2006 (File No. 333-17217). |
13. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 46 to Registrants Registration Statement on Form N-1A filed on August 23, 2006 (File No. 333-17217). |
14. | Incorporated by reference to Post-Effective Amendment No. 51 to Registrants Registration Statement on Form N-1A filed on February 2, 2007 (File No. 333-17217). |
15. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 53 to Registrants Registration Statement on Form N-1A filed on April 27, 2007 (File No. 333-17217). |
16. | Incorporated by reference to Post-Effective Amendment No. 54 to Registrants Registration Statement on Form N-1A filed on October 4, 2007 (File No. 333-17217). |
17. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 56 to Registrants Registration Statement on Form N-1A filed on December 27, 2007 (File No. 333-17217). |
18. | Incorporated by reference to Post-Effective Amendment No. 57 to Registrants Registration Statement on Form N-1A filed on February 1, 2008 (File No. 333-17217). |
19. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 58 to the Registrants Registration Statement on Form N-1A filed on April 1, 2008 (File No. 333-17217). |
20. | Incorporated by reference to Post-Effective Amendment No. 61 to the Registrants Registration Statement on Form N-1A filed on February 13, 2009 (File No. 333-17217). |
21. | Incorporated by reference to Post-Effective Amendment No. 64 to the Registrants Registration Statement on Form N-1A filed on March 16, 2009 (File No. 333-17217). |
22. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 67 to the Registrants Registration Statement on Form N-1A filed on April 15, 2009 (File No. 333-17217). |
23. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 68 to the Registrants Registration Statement on Form N-1A filed on April 29, 2009 (File No. 333-17217). |
24. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 70 to the Registrants Registration Statement on Form N-1A filed on January 21, 2010 (File No. 333-17217). |
25. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 73 to the Registrants Registration Statement on Form N-1A filed on April 28, 2010 (File No. 333-17217). |
26. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 75 to the Registrants Registration Statement on Form N-1A filed on October 5, 2010 (File No. 333-17217). |
27. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 77 to the Registrants Registration Statement on Form N-1A filed on February 3, 2011 (File No. 333-17217). |
28. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 79 to the Registrants Registration Statement on Form N-1A filed on April 28, 2011 (File No. 333-17217). |
29. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 83 to the Registrants Registration Statement on Form N-1A filed on August 16, 2011 (File No. 333-17217). |
30. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 84 to the Registrants Registration Statement on Form N-1A filed on August 17, 2011 (File No. 333-17217). |
31. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 87 to the Registrants Registration Statement on Form N-1A filed on January 13, 2012 (File No. 333-17217). |
32. | Incorporated by reference to and/or previously filed with Post-Effective Amendment No. 88 to the Registrants Registration Statement on Form N-1A filed on January 31, 2012 (File No. 333-17217) |
Item 29. | 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 Trusts shares as of December 31, 2011. 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), a subsidiary of AXA, a French insurance holding company. AXA Financial continues to own 100% of AXA Equitables 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. FMG LLC is a wholly owned subsidiary of 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. AXAs 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 30. Indemnification
Registrants Amended and Restated Agreement and Declaration of Trust (Declaration of Trust) and By-Laws.
Article VII, Section 2 of the Declaration of Trust of EQ Advisors 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 Trusts 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 Trusts Declaration of Trust further states, in relevant part, that the Trustees shall be entitled and 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 Trusts 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 Trusts 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 Trusts 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 partys] heirs, executors and administrators.
Registrants 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 Managers 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.
Sections 5(a) and 5(b) of the Registrants Investment Advisory Agreements generally state:
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 services provided 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, at common law or otherwise arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the Portfolio or the omission to state therein a material fact known to the Adviser which was required to be stated therein or necessary to make the statements therein not misleading, if such statement or omission was made in reliance upon information furnished to the Manager or the Trust by the Adviser Indemnitees (as defined below) for use therein.
(b) Except as may otherwise be provided by the Investment Company Act or any other federal securities law, the Manager and the Trust shall not be liable for any losses, claims, damages, liabilities or litigation (including reasonable 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, 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 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 the Adviser Indemnitees for use therein.
Section 14 of the Registrants 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 [the Distributor] in its capacity as a principal underwriter of the Trusts Class [IA and/or IB] 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 Registrants Mutual Funds Service Agreement states:
(a) FMG LLC 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 FMG LLCs part (or on the part of any third party to whom FMG LLC has delegated any of its duties and obligations pursuant to Section 4(c) hereunder) in the performance of its (or such third partys) duties or from reckless disregard by FMG LLC (or by such third party) of its obligations and duties under this Agreement (in the case of FMG LLC) or under an agreement with FMG LLC (in the case of such third party) or, subject to Section 10 below, FMG LLCs (or such third party) refusal or failure to comply with the terms of this Agreement (in the case of FMG LLC) or an agreement with FMG LLC (in the case of such third party) or its breach of any representation or warranty under this Agreement (in the case of FMG LLC) or under an agreement with FMG LLC (in the case of such third party). In no event shall FMG LLC (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 FMG LLC (or such third party) has been advised of the likelihood of such loss or damage and regardless of the form of action.
(b) Except to the extent that FMG LLC may be held liable pursuant to Section 6(a) above, FMG LLC shall not be responsible for, and the Trust shall indemnify and hold FMG LLC 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 FMG LLC or its officers or agents required to be taken pursuant to this Agreement;
(ii) the reliance on or use by FMG LLC or its officers or agents of information, records, or documents which are received by FMG LLC 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 Trusts refusal or failure to comply with the terms of this Agreement or the Trusts 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 FMG LLC 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 FMG LLC by data services, including data services providing information in connection with any third party computer system licensed to FMG LLC, 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 Trusts 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 Trusts 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 FMG LLC 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 Portfolio, 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 FMG LLC pursuant to this Agreement.
Section 12(a)(iv) of the Registrants 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 Banks 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.
Article VIII of the Registrants Participation Agreement states:
8.1(a). AXA Equitable Life Insurance Company (for the purposes of this Article, Equitable) agrees to indemnify and hold harmless the Trust, each member of the Board, the Distributors, and the directors and officers and each person, if any, who controls any such person within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Equitable), investigation of claims or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's shares or the Equitable Contracts or interests in the Accounts and:
(i) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact contained in the registration statement, prospectus, or Statement of Additional Information for the Equitable Contracts or contained in the Equitable Contracts or sales literature for the Equitable Contracts (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to Equitable by or on behalf of the Trust for use in the registration statement, prospectus, or Statement of Additional Information for the Equitable Contracts or in the Equitable Contracts or sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Equitable Contracts or Trust shares; or
(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the Registration Statement, prospectus or Statement of Additional Information, or sales literature of the Trust not supplied by Equitable or persons under its control) or wrongful conduct of Equitable or persons under its control, with respect to the sale or distribution of the Equitable Contracts or Trust shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, prospectus, or Statement of Additional Information, or sales literature of the Trust or any amendment thereof or supplement thereto or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading if such a statement or omission was made in reliance upon information furnished to the Trust by or on behalf of Equitable; or
(iv) arise as a result of any failure by Equitable to provide the services and furnish the materials required to be provided or furnished by it under the terms of this Agreement; or
(v) arise out of or result from any material breach of any representation and/or warranty made by Equitable in this Agreement or arise out of or result from any other material breach of this Agreement by Equitable;
as limited by and in accordance with the provisions of Sections 8.1(b) and 8.1(c) hereof
8.2(a). Each of the Distributors agrees to indemnify and hold harmless Equitable, and the Trust and each of their directors and officers and each person, if any, who controls Equitable within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributors), investigation of claims or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to the sale or acquisition of the Trust's shares or the Equitable Contracts or interests in the Accounts and:
(i) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in the Registration Statement, prospectus or Statement of Additional Information, or sales literature of the Trust (or any amendment or supplement to any of the foregoing), or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, provided that this agreement to indemnify shall not apply as to any Indemnified Party if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished to the Distributors or Trust by or on behalf of Equitable for use in the Registration Statement, prospectus, or Statement of Additional Information for the Trust, or in sales literature (or any amendment or supplement) or otherwise for use in connection with the sale of the Equitable Contracts or Trust shares; or
(ii) arise out of or as a result of statements or representations (other than statements or representations contained in the registration statement, prospectus or Statement of Additional Information, or sales literature for the Equitable Contracts not supplied by the Distributors or persons under their control) or wrongful conduct of the Distributors or persons under their control, with respect to the sale or distribution of the Equitable Contracts or Trust shares; or
(iii) arise out of any untrue statement or alleged untrue statement of a material fact contained in a registration statement, prospectus, or Statement of Additional Information or sales literature covering the Equitable Contracts, or any amendment thereof or supplement thereto, or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, if such statement or omission was made in reliance upon information furnished to Equitable by or on behalf of the Distributors or the Trust; or
(iv) arise as a result of any failure by the Distributors or the Trust to provide the services and furnish the materials required to be provided or furnished by the Distributors or the Trust under the terms of this Agreement (including a failure, whether unintentional or in good faith or otherwise, to comply with the diversification or other qualification requirements specified in Article VI of this Agreement); or
(v) arise out of or result from any material breach of any representation and/or warranty made by the Distributors in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributors;
as limited by and in accordance with the provisions of Sections 8.2(b) and 8.2(c) hereof
8.3(a) The Trust agrees to indemnify and hold harmless Equitable and each of its directors and officers and each person, if any, who controls Equitable within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 8.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust), investigation of claims or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses,
claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to the operations of the Trust and:
(i) arise as a result of any failure by the Trust to provide the services and furnish the materials required to be provided or furnished by it under the terms of this Agreement (including a failure to comply with the diversification and other qualification requirements specified in this Agreement); or
(ii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust;
as limited by and in accordance with the provisions of Sections 8.3(b) and 8.3(c) hereof
Article VII of the Registrants Amended and Restated Retirement Plan Participation Agreement states:
7.1. Indemnification By the Plan. Except as provided to the contrary in Section 7.4 or 7.5 hereof, AXA Equitable Life Insurance Company (for the purposes of this Article, Equitable) and the Plan shall jointly and severally indemnify and hold harmless the Trust, each member of the Board, the Distributor, the trustees, directors and officers thereof and each person, if any, who controls any such person within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 7.1) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of Equitable and the Plan), investigation of claims or litigation (including legal and other expenses), to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to, arise out of or are based upon:
(i) the failure (intentional or otherwise) of the Plan at any time to be or to continue to be a Qualified Plan ;
(ii) the sale or acquisition of the Class IA shares of the Designated Portfolios and (1) arise out of or are based upon any untrue statements or alleged untrue statements of any material fact made by Equitable or the Plan or any person under its control or the omission or the alleged omission to state a material fact required to be stated or necessary to make such statements not misleading, unless such statement or omission or alleged statement or omission was made in reliance upon and in conformity with information furnished by the Trust or the Distributor to Equitable or the Plan for use in connection with the sale or distribution of Class IA shares of the Designated Portfolios; or (2) arise out of or as a result of warranties or representations (other than warranties or representations contained in a Registration Statement, any SEC Disclosure Materials or sales literature of the Trust not supplied by the Plan or persons under its control) or wrongful conduct of Equitable or the Plan or any of such, with respect to the sale or distribution of Class IA shares of the Designated Portfolios; or (3) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, any SEC Disclosure Materials or sales literature of the Trust or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading , but only if such a statement or omission was made in reliance upon information furnished to the Trust or the Distributor by Equitable or the Plan or persons under their control; or
(iii) arise as a result of any failure by the Plan to provide the services or furnish the materials required to be provided or furnished by it under the terms of this Agreement; or
(iv) arise out of or result from any material breach of any representation and/or warranty made by Equitable or the Plan in this Agreement or arise out of or result from any other material breach of this Agreement by Equitable or the Plan.
7.2. Indemnification by the Distributor. Except as provided to the contrary in Section 7.4 or 7.5 hereof, the Distributor shall indemnify and hold harmless the Plan, its trustees, the Trust, the Board and their officers and each person, if any, who controls the Plan within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 7.2) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Distributor), investigation of claims or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements are related to, arise out of or are based upon
(i) the sale or acquisition of Class IA shares of the Designated Portfolios by the Plan and (1) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in a Registration Statement, any SEC Disclosure Materials or sales literature of the Trust or arise out of or are based upon the omission or the alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, but only if such statement or omission or such alleged statement or omission was made in reliance upon and in conformity with information furnished by the Distributor to the Trust for use in a Registration Statement, any SEC Disclosure Materials or sales literature of the Trust or otherwise for use in connection with the sale or acquisition of Class IA shares of the Delegated Portfolios by the Plan; or (2) arise out of any untrue statement or alleged untrue statement of a material fact contained in a Registration Statement, any SEC Disclosure Materials or sales literature of the Trust or the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statement or statements therein not misleading, but only if such statement or omission was made in reliance upon information furnished to the Plan or the Trust by the Distributor; or
(ii) any failure by the Distributor to provide the services and furnish the materials required to be provided or furnished by the Distributor under the terms of this Agreement; or
(iii) arise out of or result from any material breach of any representation and/or warranty made by the Distributor in this Agreement or arise out of or result from any other material breach of this Agreement by the Distributor.
7.3. Indemnification By the Trust. Except as provided to the contrary in Section 7.4 or 7.5 hereof, the Trust shall indemnify and hold harmless the Plan and each of its trustees and officers, the Distributor, the directors and officers thereof and each person, if any, who controls any such person within the meaning of Section 15 of the 1933 Act (collectively, the Indemnified Parties for purposes of this Section 7.3) against any and all losses, claims, damages, liabilities (including amounts paid in settlement with the written consent of the Trust), investigation of claims or litigation (including legal and other expenses) to which the Indemnified Parties may become subject under any statute, regulation, at common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions in respect thereof) or settlements result from the gross negligence, bad faith or willful misconduct of the Board or any member thereof, are related to, arise out of or are based upon:
(i) any failure by the Trust to provide the services and furnish the materials required to be provided or furnished by it under the terms of this Agreement (including a failure to comply with the diversification and other qualification requirements specified in this Agreement); or
(ii) arise out of or result from any material breach of any representation and/or warranty made by the Trust in this Agreement or arise out of or result from any other material breach of this Agreement by the Trust .
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 31. | Business and Other Connections of the Manager and Advisers |
FMG LLC is a registered investment adviser and serves as manager for all funds of the Registrant. The descriptions of FMG LLC and each of the advisers, as applicable, under the caption Management of the Trust - The Manager or About the Investment Portfolio 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 the Trusts Registration Statement are incorporated herein by reference.
The information as to the directors and officers of FMG LLC is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-156933) and is incorporated herein by reference.
FMG LLC, with the approval of the Registrants 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.
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 First 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 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. 801-66535) 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 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 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 Investment is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-15125) 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 Capital is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-57038) 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.
The information as to directors and officers of Wells Capital Management, Inc. is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-104973) and is incorporated herein by reference.
The information as to directors and officers of Invesco Advisers, Inc. is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-33949) and is incorporated herein by reference.
The information as to directors and officers of Northern Cross, LLC. is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-62668) and is incorporated herein by reference.
The information as to directors and officers of Denver is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-47933) and is incorporated herein by reference.
The information as to directors and officers of EARNEST is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-56189) and is incorporated herein by reference.
The information as the directors and officers of RBC GAM (US) is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-20303) and is incorporated herein by reference.
The information as to directors and officers of Guggenheim is set forth in its Form ADV filed with the Securities and Exchange Commission (File No. 801-60745) and is incorporated herein by reference.
Item 32. | Principal Underwriter. |
(a) AXA Distributors is the principal underwriter of the Trusts shares. 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 Distributors, the principal underwriter of the Trusts shares. The business address of each person listed below is 1290 Avenue of the Americas, New York, New York 10104.
AXA Distributors, LLC |
||||
NAME AND PRINCIPAL BUSINESS ADDRESS |
POSITIONS AND OFFICES WITH AXA DISTRIBUTORS, INC. | POSITIONS AND OFFICES WITH THE TRUST | ||
DIRECTORS |
||||
Nicholas B. Lane |
Director |
|||
Michael P. McCarthy |
Director |
|||
Andrew J. McMahon |
Director |
|||
OFFICERS |
||||
Nicholas B. Lane |
Chairman of the Board, President, Chief Executive Officer & Chief Retirement Savings Officer |
|||
Andrew J. McMahon |
Chief Financial Protection & Wealth Management Officer |
|||
David W. OLeary |
Executive Vice President |
|||
Joanne Petrini-Smith |
Executive Vice President |
|||
John F. Carlson |
Senior Vice President |
|||
Harvey T. Fladeland |
Senior Vice President |
|||
Nelida Garcia |
Senior Vice President |
|||
Peter D. Golden |
Senior Vice President |
|||
David J. Herman |
Senior Vice President |
|||
Kevin M. Kennedy |
Senior Vice President |
|||
Windy Lawrence |
Senior Vice President |
|||
Harry Scott Long |
Senior Vice President |
|||
Michael P. McCarthy |
Senior Vice President & National Sales Manager |
|||
Timothy P. OHara |
Senior Vice President |
|||
Anthea Parkinson |
Senior Vice President and National Accounts Director, Financial Institutions |
|||
Mark D. Scalercio |
Senior Vice President |
|||
Michael Schumacher |
Senior Vice President |
|||
Mark Teitelbaum |
Senior Vice President |
|||
Mary Toumpas |
Senior Vice President |
|||
Norman J. Abrams |
Vice President and General Counsel |
|||
Gerald J. Carroll |
Vice President |
|||
James S. Crimmins |
Vice President |
|||
Karen Farley |
Vice President |
AXA Distributors, LLC |
||||
NAME AND PRINCIPAL BUSINESS ADDRESS |
POSITIONS AND OFFICES WITH AXA DISTRIBUTORS, INC. | POSITIONS AND OFFICES WITH THE TRUST | ||
Michael J. Gass |
Vice President |
|||
Nicholas J. Gismondi |
Vice President and CFO |
|||
Katharn S. Gopie |
Vice President |
|||
Jane E. Harte |
Vice President |
|||
Nicholas D. Huth |
Vice President and Associate General Counsel |
|||
Laird Johnson |
Vice President |
|||
Kathleen B. Kavanaugh |
Vice President |
|||
Kelly LaVigne |
Vice President |
|||
Page W. Long |
Vice President |
|||
Patrick Look |
Vice President |
|||
Anju Nanda |
Vice President |
|||
James S. OConnor |
Vice President |
|||
Matthew A. Schirripa |
Vice President |
|||
Jeffrey D. Spritzer |
Vice President |
|||
John C. Taroni |
Vice President and Treasurer |
|||
Robert P. Walsh |
Vice President & Chief AML Officer |
|||
Jonathan Zales |
Vice President |
|||
Caitlin Fleming |
Assistant Vice President |
|||
Elizabeth M. Hafez |
Assistant Vice President |
|||
Gregory Lashinsky |
Assistant Vice President Financial Operations Principal |
|||
Enrico Mossa |
Assistant Vice President |
|||
Richard L. Olewnik |
Assistant Vice President |
|||
James C. Pazareskis |
Assistant Vice President |
|||
Denise Tedeschi |
Assistant Vice President and Assistant Secretary |
|||
Francesca Divone |
Secretary |
|||
Susan Vesey |
Assistant Secretary |
(c) Inapplicable.
Item 33. | 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 Registrants Custodian: |
JPMorgan Chase Bank
4 New York Plaza, Floor 15
New York, New York 10004-2413
(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 Registrants Manager or Sub-Administrator: |
JPMorgan Investors Services Co. |
AXA Equitable Funds Management Group, LLC | |
70 Fargo Street |
1290 Avenue of the Americas | |
Boston, MA 02210 |
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 Registrants Manager or Advisers: |
AXA Equitable Funds Management Group, LLC 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 |
JPMorgan Investment Management Inc. 522 Fifth Avenue New York, NY 10036 |
|
Calvert Asset Management Company, Inc. 4550 Montgomery Avenue Suite 1000N Bethesda, MD 20814 |
||
Boston Advisors, LLC One Federal Street 26 th Floor Boston, MA 02110 |
Marsico Capital Management, LLC 1200 17 th Street Denver, CO 80202 |
|
The Dreyfus Corporation 200 Park Avenue New York, NY 10166 |
GAMCO Asset Management Inc. One Corporate Center Rye, NY 10580 |
|
Montag & Caldwell, Inc. 3455 Peachtree Road, N.W. Suite 1200 Atlanta, GA 30326-3249 |
Wellington Management Company LLP 75 State Street Boston, MA 02109 |
|
First International Advisors 3 Bishopsgate London EC2N 3AB England |
Lord Abbett & Co. LLC 90 Hudson Street Jersey City, NJ 07302 |
|
Franklin Advisory Services, LLC One Parker Plaza, Ninth Floor Fort Lee, NJ 07024 |
UBS Global Asset Management (Americas) Inc. One North Wacker Drive Chicago, IL 60606 |
|
Franklin Mutual Advisers, LLC 101 John F. Kennedy Parkway Short Hills, NJ 07078 |
Franklin Advisers, Inc. One Franklin Parkway San Mateo, CA 94403-1906 |
BlackRock Investment Management LLC P.O. Box 9011 Princeton, NJ 08543-9011 |
Davis Selected Advisers, L.P. 2949 East Elvira Road, Suite 101 Tucson, AZ 85706 |
|
BlackRock Capital Management, Inc. 100 Bellevue Parkway Wilmington, DE 19809 |
OppenheimerFunds, Inc. Two World Financial Center 225 Liberty Street, 11 th Floor New York, NY 10281-1008 |
|
Invesco Advisers, Inc. 1555 Peachtree Street, N.E. Atlanta, GA 30309 |
Templeton Investment Counsel 5500 E. Broward Boulevard Fort Lauderdale, FL 33394 |
|
Institutional Capital, LLC 225 W. Wacker Drive Suite 2400 Chicago, IL 60606 |
Wentworth, Hauser and Violich, Inc. 353 Sacramento Street Suite 600 San Francisco, CA 94111 |
|
T. Rowe Price Associates, Inc. 100 East Pratt Street Baltimore, MD 21202 |
Hirayama Investments 301 Battery Street Suite 400 San Francisco, CA 94111 |
|
Pacific Investment Management Company, LLC 840 Newport Center Drive Newport Beach, CA 92660 |
SSgA Funds Management One Lincoln Street Boston, MA 02111 |
|
Wells Capital Management 525 Market Street 10 th Floor San Francisco, CA 94105 |
Northern Cross, LLC 125 Summer Street, Suite 1400 Boston, MA 02110 |
|
Denver Investment Advisors LLC (d/b/a Denver Investments) 1225 17 th Street 26 th Floor Denver, CO 80202 |
EARNEST Partners, LLC 1180 Peachtree Street, NE Atlanta, GA, 30309 |
|
RBC Global Asset Management (U.S.) Inc. 100 South Fifth Street Suite 2300 Minneapolis, MN 55402 |
Guggenheim Investment Management, LLC 135 East 57 th Street 6 th Floor New York, NY 10022 |
Item 34. | Management Services |
None.
Item 35. | Undertakings |
Inapplicable.
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 has duly caused this Post-Effective Amendment No. 89 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 6th day of February 2012.
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 Post-Effective Amendment 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 6, 2012 | ||
/s/ Jettie M. Edwards* Jettie M. Edwards |
Trustee | February 6, 2012 | ||
/s/ William M. Kearns, Jr.* William M. Kearns, Jr. |
Trustee | February 6, 2012 | ||
/s/ Christopher P.A. Komisarjevsky* Christopher P.A. Komisarjevsky |
Trustee | February 6, 2012 | ||
/s/ Theodossios Athanassiades* Theodossios Athanassiades |
Trustee | February 6, 2012 | ||
/s/ David W. Fox* David W. Fox |
Trustee | February 6, 2012 | ||
/s/ Gary S. Schpero* Gary S. Schpero |
Trustee | February 6, 2012 |
/s/ Harvey Rosenthal* Harvey Rosenthal |
Trustee | February 6, 2012 | ||
/s/ Kenneth L. Walker* Kenneth L. Walker |
Trustee | February 6, 2012 | ||
/s/ Caroline Williams* Caroline Williams |
Trustee | February 6, 2012 | ||
/s/ Brian Walsh* Brian Walsh |
Treasurer and Chief Financial Officer | February 6, 2012 |
* By: |
/s/ Steven M. Joenk |
|
Steven M. Joenk | ||
Attorney-in-Fact |
Exhibit Index
(d)(1)(i)(B)(ii) | Form of Amendment No. 1 effective as of March , 2012 to the Investment Management Agreement dated as of May 1, 2011 between the Trust and FMG LLC on behalf of the MONY Portfolios. | |
(d)(26)(i)(B)(ii) | Amended and Restated Investment Advisory Agreement between FMG LLC and BlackRock Investment effective August 1, 2011 with respect to the Tactical Manager Portfolios. | |
(e)(4)(vi) | Form of Amendment No. 5 dated as of March , 2012 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. | |
(e)(6)(ii) | Form of Amendment No. 1 dated as of March , 2012 to the Distribution Agreement between the Trust and AXA Distributors dated as of August 1, 2011 with respect to the Class K Shares of the MONY Portfolios. | |
(m)(3)(a) | Shareholder Services and Distribution Plan pursuant to Rule 12b-1 under the 1940 Act for the Trusts Class IA shares adopted as of July 12, 2011. | |
(p)(4) | Revised Code of Ethics of Capital Guardian effective December 2011. | |
(p)(5) | Revised Code of Ethics of J.P. Morgan, revised July 15, 2011. | |
(p)(7) | Revised Code of Ethics of MSIM, effective March 1, 2011. | |
(p)(8) | Revised Code of Ethics of T. Rowe Price, effective May 20, 2011. | |
(p)(9) | Revised Code of Ethics of Marsico, effective December 6, 2011. | |
(p)(12) | Revised Code of Ethics of Boston Advisors, effective October 5, 2011. | |
(p)(14) | Revised Code of Ethics of Montag, effective September 30, 2011. | |
(p)(16) | Revised Code of Ethics of UBS, effective June 30, 2011. | |
(p)(18) | Revised code of Ethics of Lord Abbett, effective as of October 26, 2011. | |
(p)(23) | Revised Code of Ethics of Oppenheimer, effective June 1, 2011. | |
(p)(24) | Revised Code of Ethics of BlackRock Investment and BlackRock Capital effective April 27, 2011. | |
(p)(25) | Revised Code of Ethics of ICAP, effective May 1, 2011. | |
(p)(26) | Revised Code of Ethics of WHV Investment Management and Hirayama, effective January 2012. | |
(p)(28) | Code of Ethics of Invesco, effective January 1, 2011. |
Exhibit (d)(1)(i)(B)(ii)
FORM OF
AMENDMENT NO. 1
TO THE
INVESTMENT MANAGEMENT AGREEMENT
AMENDMENT NO. 1 to the Investment Management Agreement (Amendment No. 1), effective as of [March , 2012] between EQ Advisors Trust, a Delaware statutory trust (the Trust) and AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (FMG LLC or Manager).
The Trust and FMG LLC agree to modify and amend the Investment Management Agreement, dated as of May 1, 2011 between the Trust and Manager (the Agreement), as follows:
1. | Name Change : The Name of the All Asset Growth Alt 20 Portfolio is changed to All Asset Growth-Alt 20 Portfolio. |
2. | Appendix A: Appendix A to the Agreement, which sets forth the Portfolios of the Trust for which FMG LLC 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 FMG LLC 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. 1 as of the date first above set forth.
EQ ADVISORS TRUST | AXA EQUITABLE FUNDS MANAGEMENT GROUP, LLC | |||||||
By: |
|
By: |
|
|||||
Brian Walsh | Steven M. Joenk | |||||||
Chief Financial Officer and Treasurer | Chairman, Chief Executive Officer and President |
APPENDIX A
INVESTMENT MANAGEMENT AGREEMENT
Portfolios
All Asset Growth-Alt 20 Portfolio
(formerly, All Asset Allocation Portfolio)
EQ/Boston Advisors Equity Income Portfolio
EQ/GAMCO Mergers and Acquisitions Portfolio
EQ/GAMCO Small Company Value Portfolio
EQ/MFS International Growth Portfolio
EQ/Montag & Caldwell Growth Portfolio
EQ/PIMCO Ultra Short Bond Portfolio
EQ/T. Rowe Price Growth Stock Portfolio
EQ/UBS Growth and Income Portfolio
APPENDIX B
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) |
||||||||||||||||||||
Fixed Income Portfolios |
First
$750 Million |
Next
$750 Million |
Next
$1 Billion |
Next
$2.5 Billion |
Thereafter | |||||||||||||||
EQ/PIMCO Ultra Short Bond |
0.500 | % | 0.475 | % | 0.450 | % | 0.430 | % | 0.420 | % |
(as a percentage of average daily net assets) |
||||||||||||||||||||
Equity Portfolios |
First
$1 Billion |
Next
$1 Billion |
Next
$3 Billion |
Next
$5 Billion |
Thereafter | |||||||||||||||
EQ/Boston Advisors Equity Income |
0.750 | % | 0.700 | % | 0.675 | % | 0.650 | % | 0.625 | % | ||||||||||
EQ/GAMCO Mergers and Acquisitions |
0.900 | % | 0.850 | % | 0.825 | % | 0.800 | % | 0.775 | % | ||||||||||
EQ/MFS International Growth |
0.850 | % | 0.800 | % | 0.775 | % | 0.750 | % | 0.725 | % | ||||||||||
EQ/Montag & Caldwell Growth |
0.750 | % | 0.700 | % | 0.675 | % | 0.650 | % | 0.625 | % | ||||||||||
EQ/UBS Growth & Income |
0.750 | % | 0.700 | % | 0.675 | % | 0.650 | % | 0.625 | % |
(as a percentage of average daily net assets) |
||||||||||||
Equity Portfolios |
First
$400 Million |
Next
$400 Million |
Thereafter | |||||||||
EQ/GAMCO Small Company Value |
0.800 | % | 0.750 | % | 0.700 | % | ||||||
EQ/T. Rowe Price Growth Stock |
0.800 | % | 0.750 | % | 0.700 | % |
(as a percentage of average daily net assets) |
||||
All Asset Growth-Alt 20 (formerly, All Asset Allocation) |
0.100 | % |
Exhibit (d)(26)(i)(B)(ii)
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
AGREEMENT, effective August 1, 2011 by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the stated of Delaware (Manager), and BlackRock Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (Adviser).
WHEREAS, the Manager has entered into an Investment Management Agreement (Investment Management Agreement), dated May 1, 2011, with the EQ Advisors Trust (Trust) an investment company registered under the Investment Company Act of 1940, as amended (Investment Company Act);
WHEREAS, each Portfolio identified in Exhibit A is a series of the Trust (each, a Portfolio, collectively, the Portfolios);
WHEREAS, the Manager is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (Advisers Act) and is the investment manager to the Trust;
WHEREAS, the Adviser is registered as an investment adviser under the Advisers Act;
WHEREAS, the Board of Trustees of the Trust and the Manager desire that the Manager retain the Adviser to render investment advisory and other services to a portion of each Portfolio (hereinafter referred to as the BlackRock 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 the Portfolios;
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 ADVISER |
The Manager hereby appoints the Adviser to act as an investment adviser for the BlackRock Allocated Portion of the Portfolios, 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 Portfolios 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 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 Adviser.
3. | SERVICES TO BE RENDERED BY THE ADVISER TO THE TRUST |
A. As investment adviser to the Portfolios, the Adviser will provide the Manager with a recommendation on how best to effect the equity exposure for each Portfolio requested by the Manager and execute the trading strategy as recommended by the Adviser and agreed to by the Manager, and coordinate the investment and reinvestment of the assets of the Portfolios and determine the composition of the assets of the Portfolios, subject always to the supervision and control of the Manager and the Trustees of the Trust. In effecting the services described herein, Manager and Adviser may adhere to the procedures set forth in a service level document, which may be amended from time to time.
The Manager acknowledges that (i) any information, data, advice or recommendations that Adviser provides to Manager with respect to the Managers equity allocation model (Model) is for informational purposes only and the Adviser shall have no liability for such information, data, advice or recommendations should the Manager choose to incorporate it into its Model nor will the Adviser have any liability for the investment outcome as a result of using the Model, and (ii) Adviser will only act as Managers agent in implementing the trading strategy recommended by Adviser and approved by Manager.
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 Portfolios or are under consideration for inclusion in the BlackRock Allocated Portion of the Portfolios;
(ii) formulate and implement a continuous investment program for the BlackRock Allocated Portion of each Portfolio;
(iii) take whatever steps are necessary to implement the investment program for the BlackRock Allocated Portion of the Portfolios as requested by the Manager by arranging for the purchase and sale of securities and other investments and issuing directives to the administrator of the Trust as necessary for the appropriate implementation of the investment program for the BlackRock Allocated Portion of each Portfolio as requested by the Manager;
(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 BlackRock Allocated Portion of the Portfolios, the Adviser and its key investment personnel and operations, make periodic and special written reports of such additional information concerning the same as may reasonably be requested from time to time by the Manager or the Trustees of the Trust and 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 BlackRock Allocated
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Portion of each 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 BlackRock Allocated Portion of the Portfolios for which market prices are not readily available;
(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 BlackRock Allocated Portion of the Portfolios and that have investment objectives, policies, and strategies substantially similar to those employed by the Adviser in managing the BlackRock Allocated Portion of the Portfolios that may be reasonably necessary, under applicable laws, to allow each Portfolio or its agent to present information concerning Advisers prior performance in the Trusts Prospectus and SAI (as hereinafter defined) and any permissible reports and materials prepared by each Portfolio or its agent; and
(vii) cooperate with and provide reasonable assistance to the Manager, the Trusts administrator, the Trusts custodian and foreign custodians, the Trusts 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 Trusts 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 Trusts 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 commencement of the Advisers 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 investment adviser to (i) the Portfolios, (ii) any other Portfolio of the Trust or (iii) any other investment company under common control with the Trust concerning transactions of the Portfolios in securities of 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 Advisers duties under this Agreement.
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F. The Adviser will select brokers and dealers to effect all of the BlackRock Allocated Portion of the Portfolios 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 BlackRock Allocated Portion of 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 Trusts Prospectus and SAI. In placing any orders for the purchase or sale of investments for the BlackRock Allocated Portion of the Portfolios, in the name of the Portfolios or nominees, the Adviser shall use its best efforts to obtain for the Portfolios 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 each 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 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 Advisers overall responsibilities to each Portfolio or its other advisory clients. To the extent authorized by Section 28(e) and the Trusts 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 the Portfolios securities through broker-dealers in a manner that will help 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.
H. On occasions when the Adviser deems the purchase or sale of a security to be in the best interest of each 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 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 Portfolios, 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.
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I. The Adviser will maintain all accounts, books and records with respect to the BlackRock Allocated Portion of the Portfolios 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, vote proxies with respect to the BlackRock Allocated Portion of each Portfolios securities and exercise rights in corporate actions or otherwise in accordance with the Advisers proxy voting guidelines, as amended from time to time, which shall be provided to the Trust and the Manager.
4. | COMPENSATION OF ADVISER |
The Manager will pay the Adviser an advisory fee with respect to the Portfolios 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 Portfolios based on the net assets of the BlackRock Allocated Portion 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 (together 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, at common law or otherwise, arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the Adviser in the performance of any of its duties or obligations hereunder or (ii) any untrue statement of a material fact contained in the Prospectus and SAI, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the 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 laws, 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 information, data, advice or recommendations that the Adviser provides to Manager with respect to the Model, any investment outcome as a result of using the Model, or the Advisers implementation of Managers trading instructions, 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
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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) the Advisers implementation of the Managers trading instructions, 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 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.
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 Portfolios 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; (iv) has the authority to enter into and 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 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) to the best of its knowledge, has met and will seek
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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 Portfolios 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 Portfolios; 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, a Managing Director 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 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 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 Advisers 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 material amendments to the Trust and the Manager at least annually. Such amendments shall reflect all changes in the Advisers 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 BlackRock Allocated Portion 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 Portfolios, if any, arising out of an assignment or change in control of the Adviser.
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 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. However, the Adviser may use the performance of the Portfolios 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.
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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 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.
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 duties. In the event of the termination of this Agreement, such records shall promptly be returned to the Trust by the Adviser free from any claim or retention of rights therein, 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 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. This Agreement shall continue in effect for a period through August 31, 2011 and shall continue in effect from year to year thereafter only so long as such continuance is specifically approved at least annually by the Board of Trustees, including the approval 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 Portfolios, 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
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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 ADVISERS 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 Advisers 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 each 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 Portfolios 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
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key 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 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. Notice shall be deemed given on the date delivered or mailed in accordance with this paragraph.
For: |
AXA Equitable Funds Management Group, LLC Patricia Louie, Senior Vice President and Corporate Counsel 1290 Avenue of the Americas, 11 th Floor New York, New York 10104 |
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For: |
EQ Advisors Trust Patricia Louie, Vice President and Secretary 1290 Avenue of the Americas, 11 th Floor New York, New York 10104 |
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For: |
BlackRock Investment Management LLC Attn: General Counsel 40 East 52 nd Street New York, NY 10022 |
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 each 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 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.
24. | FORCE MAJEURE |
Neither party shall be liable for any loss directly or indirectly occasioned by breakdown, delays, or failure of communication with respect to systems not controlled, licensed or operated by that party. In the event that Advisers performance of any of its obligations and undertakings hereunder shall be interrupted or delayed by any occurrence of an act of God, exchange or market rulings, suspension of trading, government restrictions, computer failures, failure of communication, force majeure, war, fire, or flood, then it shall be excused from performance for such period of time as is reasonably necessary to remedy the effects of such occurrence.
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 FUNDS MANAGEMENT GROUP, LLC | BLACKROCK INVESTMENT MANAGEMENT LLC | |||||||
By: | Steven M. Joenk | By: | /s/ Frank Porceli | |||||
Steven M. Joenk Chairman, Chief Executive Officer and President |
Name: Frank Porcelli Title: Managing Director |
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APPENDIX A
INVESTMENT ADVISORY AGREEMENT
BLACKROCK INVESTMENT MANAGEMENT LLC
Tactical Index Portfolios |
Annual Advisory Fee Rate*** |
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Tactical Index Portfolios, which shall include the BlackRock Allocated Portions of the following Portfolios:
EQ/AXA Franklin Small Cap Value Core Portfolio*; EQ/Equity Growth PLUS Portfolio*; EQ/Franklin Core Balanced Portfolio*; EQ/Global Multi-Sector Equity Portfolio*; EQ/International Core PLUS Portfolio*; EQ/International Value PLUS Portfolio*; EQ/Large Cap Core PLUS Portfolio*; EQ/Large Cap Growth PLUS Portfolio*; EQ/Mid Cap Value PLUS Portfolio*; EQ/Mutual Large Cap Equity Portfolio*; EQ/Templeton Global Equity Portfolio*; ATM International Portfolio*; ATM Large Cap Portfolio*; ATM Mid Cap Portfolio*; ATM Small Cap Portfolio*; AXA Tactical Manager 2000 Portfolio*; AXA Tactical Manager 400 Portfolio*; AXA Tactical Manager 500 Portfolio*; AXA Tactical Manager International Portfolio*;
and Other Allocated Portions** identified directly below (collectively, referred to as Tactical Index Portfolios): Multimanager International Equity Portfolio* Multimanager Mid Cap Growth Portfolio*; Multimanager Mid Cap Value Portfolio*; Multimanager Small Cap Growth Portfolio*; Multimanager Small Cap Value Portfolios* |
0.075% of the Tactical Index Portfolios average daily net assets up to and including $5 billion; 0.055% of the Tactical Index Portfolios average daily net assets over $5 billion and up to and including $10 billion; 0.05% of the Tactical Index Portfolios average daily net assets over $10 billion. |
* Fee to be paid with respect to this Portfolio shall be based only on the portion of the Portfolios average daily net assets advised by the Adviser, which is referred to as the BlackRock 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 Tactical Index Portfolios.
*** The daily advisory fee for the Related Portfolios is calculated by multiplying the aggregate net assets of the Tactical Index 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 BlackRock Allocated Portion is the portion of the daily advisory fee for the Tactical Index Portfolios that is equal to the BlackRock Allocated Portions net assets relative to the aggregate net assets of the Tactical Index Portfolios used in the fee calculation for that day.
12
Exhibit (e)(4)(vi)
FORM OF
AMENDMENT NO. 5
DISTRIBUTION AGREEMENT
EQ ADVISORS TRUST AXA DISTRIBUTORS, LLC - CLASS IB SHARES
AMENDMENT NO. 5 to the Distribution Agreement (Amendment No. 5), dated as of [ , 2012] 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 Distribution Agreement, dated as of July 1, 2004, 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 Change : The name of the All Asset Allocation Portfolio will change to All Asset Growth-Alt 20 Portfolio. |
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. 5 as of the date first above set forth.
EQ ADVISORS TRUST | AXA DISTRIBUTORS, LLC |
By: |
|
By: |
|
Name: | Steven M. Joenk | Name: | Nicholas B. Lane | |||||
Title: | President | Title: | Chairman, President and Chief Executive Officer |
SCHEDULE A
CLASS IB SHARES
All Asset Growth-Alt 20 Portfolio
( formerly, All Asset Allocation Portfolio )
EQ/Boston Advisors Equity Income Portfolio
EQ/GAMCO Mergers and Acquisitions Portfolio
EQ/GAMCO Small Company Value Portfolio
EQ/MFS International Growth Portfolio
EQ/Montag & Caldwell Growth Portfolio
EQ/PIMCO Ultra Short Bond Portfolio
EQ/T. Rowe Price Growth Stock Portfolio
EQ/UBS Growth and Income Portfolio
Exhibit (e)(6)(ii)
FORM OF
AMENDMENT NO. 1
DISTRIBUTION AGREEMENT
EQ ADVISORS TRUST AXA DISTRIBUTORS, LLC - CLASS K SHARES
AMENDMENT NO. 1 to the Distribution Agreement (Amendment No. 1), dated as of [ , 2012] 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 Distribution Agreement, dated as of August 1, 2011 between the Trust and the Distributor (the Agreement), relating to the Class K shares. Unless defined herein to the contrary, terms shall have the meaning given to such terms in the Agreement.
1. | Name Change : The name of the All Asset Allocation Portfolio will change to All Asset Growth-Alt 20 Portfolio. |
2. | Schedule A . Schedule A to the Agreement, setting forth the Portfolios of the Trust for which the Distributor is authorized to distribute Class K 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. 1 as of the date first above set forth.
EQ ADVISORS TRUST | AXA DISTRIBUTORS, LLC |
By: |
|
By: |
|
Name: | Steven M. Joenk | Name: | Nicholas B. Lane | |||||
Title: | President | Title: | Chairman, President and Chief Executive Officer |
SCHEDULE A
CLASS K SHARES
All Asset Growth-Alt 20 Portfolio
( formerly, All Asset Allocation Portfolio )
EQ/Boston Advisors Equity Income Portfolio
EQ/GAMCO Mergers and Acquisitions Portfolio
EQ/GAMCO Small Company Value Portfolio
EQ/MFS International Growth Portfolio
EQ/Montag & Caldwell Growth Portfolio
EQ/PIMCO Ultra Short Bond Portfolio
EQ/T. Rowe Price Growth Stock Portfolio
EQ/UBS Growth and Income Portfolio
Exhibit (m)(3)(a)
FORM OF
EQ ADVISORS TRUST
CLASS IA
SHAREHOLDER SERVICES AND DISTRIBUTION PLAN
WHEREAS, The Board of Trustees of the EQ Advisors Trust (the Trust), including the Independent Trustees (as defined herein), have concluded in the exercise of the reasonable business judgment and in light of their fiduciary duties under the Investment Company Act of 1940, as amended (the Act), that there is a reasonable likelihood that this Plan (the Plan) will benefit each of the Trusts constituent portfolios (each a Portfolio) and the Class IA shareholders thereto;
NOW, THEREFORE, in consideration of the foregoing, this Plan is hereby adopted as follows:
Section 1. The Trust is authorized to pay a fee (the Shareholder Services/Distribution Fee) for services rendered and expenses borne in connection with the distribution of the Class IA shares of the Trust, at an annual rate with respect to each Portfolio not to exceed 0.25% of the average daily net assets attributable to the Portfolios Class IA shares. Some or all of such Shareholder Services/Distribution Fee may be paid to the distributor of the Trusts Class IA shares (Class IA Distributor) in accordance with the distribution agreements with the Class IA Distributor. Subject to such limit and subject to the provisions of Section 9 hereof, the Shareholder Services/Distribution Fee shall be approved from time to time by: (a) a majority of the Board of Trustees of the Trust and (b) a majority of the Trustees who (i) are not interested persons of the Trust, as defined in the Act, and (ii) have no direct or indirect financial interest in the operation of the Plan or any agreements related thereto (Independent Trustees), and may be paid in respect of services rendered and/or expenses borne in the past connection with the Portfolios Class IA shares as to which no Shareholder Services/Distribution Fee was paid on account of such limitation. If at any time this Plan shall not be in effect with respect to the Class IA shares of all Portfolios of the Trust, the Shareholder Services/Distribution Fee shall be computed on the basis of the net assets of the Class IA shares of those Portfolios for which the Plan is in effect. The Shareholder Services/Distribution Fee shall be accrued daily and paid monthly or at such other intervals as the Board of Trustees shall determine.
Section 2. Some or all of the Shareholder Services/Distribution Fee paid to each of the Class IA Distributors may be spent on any activities or expenses primarily intended to result in the sale of Class IA shares of the Trust, including but not limited to the following:
(a) | compensation to and expenses, including overhead and telephone expenses, of employees of each of the Class IA Distributors that engage in the distribution of the Class IA shares; |
(b) | printing and mailing of prospectuses, statements of additional information, and reports for prospective purchases of variable annuity or variable life insurance contracts (Variable Contracts) investing indirectly in Class IA shares: |
(c) | compensation to financial intermediaries and broker-dealers to pay or reimburse them for their services or expenses in connection with the distribution of Variable Contracts investing indirectly in Class IA shares; |
(d) | expenses relating to the development, preparation, printing, and mailing of Trust advertisements, sales literature, and other promotional materials describing and/or relating to the Trust; |
(e) | expenses of holding seminars and sales meetings designed to promote the distribution of the Class IA shares; |
(f) | expenses of obtaining information and providing explanations to Variable Contract owners regarding Trust investment objectives and policies and other information about the Trust and its Portfolios, including the performance of the Portfolios; |
(g) | expenses of training sales personnel regarding the Trust; |
(h) | expenses of compensating sales personnel in connection with the allocation of cash values and premiums of the Variable Contracts to the Trust; and |
(i) | expenses of personal services and/or maintenance of Variable Contract accounts with respect to Class IA shares attributable to such accounts. |
Section 3. This Plan shall not take effect until it has been approved, together with any related agreements, by votes of the majority (or whatever greater percentage may, from time to time, be required by Section 12(b) of the Act or the rules and regulations thereunder) of both (a) the Trustees of the Trust, and (b) the Independent Trustees of the Trust, as defined herein, cast in person at a meeting called for the purpose of voting on this Plan or such agreement. Approval of the Plan in this manner, with respect to any Portfolio, prior to the initial public offering of the shares of such Portfolio shall be deemed to have been approved by that Portfolios outstanding voting securities.
Section 4. This Plan shall continue in effect for a period of more than one year after it takes effect only for so long as such continuance is specifically approved at least annually in the manner provided for approval of this Plan in Section 3 hereof.
Section 5. Any person authorized to direct the disposition of monies paid or payable by the Class IA shares of the Trust pursuant to this Plan or any related agreement shall provide to the Board of Trustees of the Trust, and the Trustees shall review, at least quarterly, a written report of the amounts so expended and the purposes for which such expenditures were made.
Section 6. This Plan may be terminated at any time with respect to the Class IA shares of any Portfolio by vote of a majority of the Independent Trustees, or by vote of a majority of the outstanding voting securities representing the Class IA shares of that Portfolio.
2
Section 7. All agreements with any person relating to implementation of this Plan with respect to the Class IA shares of any Portfolio shall be in writing, and any agreement related to this Plan with respect to the Class IA shares of any Portfolio shall provide:
(a) | That such agreement may be terminated at any time, without payment of any penalty; by vote of a majority of the Independent Trustees or by vote of a majority of the outstanding voting securities representing the Class IA shares of such Portfolio, on not more than 60 days written notice to any other party to the agreement; and |
(b) | That such agreement shall terminate automatically in the event of its assignment. |
Section 8. This Plan may not be amended to materially increase the amount of Shareholder Services/Distribution Fees permitted pursuant to Section 1 hereof with respect to any Portfolio until it has been approved by a vote of at least a majority of the outstanding voting securities representing the Class IA shares of that Portfolio. This Plan shall be deemed to have been effectively approved with respect to the Class IA shares of any Portfolio if a majority of the outstanding voting securities representing the Class IA shares of that Portfolio votes for the approval of this Plan, notwithstanding that this Plan has not been approved by a majority of the outstanding voting securities representing the Class IA shares of any other Portfolio or that this Plan has not been approved by a majority of the outstanding voting securities representing the Class IA shares of the Trust. In addition, all material amendments to this Plan shall be approved in the manner provided for approval of this Plan in Section 3 hereof.
Section 9. As used in this Plan, the terms assignment, interested person, and majority of the outstanding voting securities shall have the respective meanings specified in the Act and the rules and regulations thereunder, subject to such exemptions as may be granted by the Securities and Exchange Commission.
Adopted as of July 12, 2011
3
Exhibit (p)(4)
The Capital Group Companies |
Code of Ethics |
December 2011
Code of Ethics
The following is the Code of Ethics for the Capital Group Companies, 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 associates.
Introduction
Associates of the Capital Group Companies (Capital) are responsible for maintaining the highest ethical standards when conducting business, regardless of lesser standards that may be followed through business or community custom. In keeping with these standards, all associates must place the interests of fund shareholders and clients first.
Capitals Code of Ethics (Code of Ethics) requires that all associates: (1) act with integrity, competence and in an ethical manner; (2) comply with applicable U.S. federal securities laws, as well as all other applicable laws, rules and regulations; and (3) promptly report violations of the Code of Ethics, as outlined below.
As part of the Code of Ethics, Capital has adopted the guidelines and policies below to address certain aspects of Capitals business. In the absence of specific guidelines and policies on a particular matter, associates must keep in mind and adhere to the requirements of the Code of Ethics set forth above.
It is important that all associates comply with the Code of Ethics, including its related guidelines and policies. Failure to do so could result in disciplinary action, including termination.
Questions regarding the Code of Ethics may be directed to the Code of Ethics team.
Guidelines
Protecting sensitive information
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. Associates who believe they may have material non-public information should contact a member of the Legal staff. Please see below for a summary of the Insider Trading Policy.
Associates are responsible for safeguarding confidential information relating to investment research and fund and client holdings, including analyst research reports, investment meeting discussions/notes, and current fund/client transaction information. Associates should not trade based on Capitals confidential and proprietary investment information.
Other types of information (for example, marketing plans, employment issues and shareholder identities) may also be confidential and should not be shared with individuals outside the company (except those retained to provide services for Capital).
December 2011
2
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 Capital. Please see below for a summary of the Gifts and Entertainment Policy.
No special treatment from broker-dealers
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 broker-dealers may not be accepted. This rule applies to the associates spouse and any immediate family member residing in the same household.
No excessive trading of Capital-affiliated funds
Associates should not engage in excessive trading of the American Funds or other Capital-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 associates 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 (for example, where a family member is employed by the IPO company and IPO shares are considered part of that family members 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: (1) boards of Capital companies or funds, or (2) board service that is a direct result of the associates responsibilities at Capital, such as for portfolio companies of private equity funds managed by Capital and (3) boards of non-profit and charitable organizations.
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 American Funds. This reporting requirement also applies to the associates spouse and any immediate family member(s) residing in the same household.
Any questions may be directed to the Code of Ethics team.
December 2011
3
Code of Ethics
Other guidelines
Statements and disclosures about Capital, including those made to fund shareholders and clients and in regulatory filings, should be accurate and not misleading.
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. Questions or issues relating to the Code should be directed to the associates manager or the Code of Ethics team.
Reporting violations
All associates are responsible for complying with the Code of Ethics. As part of that responsibility, associates are obligated to report violations of the Code of Ethics promptly, including: 1) fraud or illegal acts involving any aspect of Capitals 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 shareholders or clients. Deviations from controls or procedures that safeguard Capital, including the assets of shareholders and clients, should also be reported. Reported violations of the Code of Ethics will be investigated and appropriate action will be taken. Once a violation has been reported, all associates are required to cooperate with Capital in the internal investigation of any matter by providing honest, truthful and complete information.
Associates may report confidentially to a manager/department head, or by accessing the Open Line. Calls and emails will be directed to the Open Line Committee.
Associates may also contact:
|
The Chief Compliance Officer of CRMC or CGTC |
|
Legal counsel employed with Capital |
Capital strictly prohibits retaliation against any associate who in good faith makes a complaint, raises a concern, provides information or otherwise assists in an investigation regarding any conduct that he or she reasonably believes to be in violation of the Code of Ethics. This policy is designed to ensure that associates comply with their obligations to report violations without fear of retaliation.
Policies
Capitals policies regarding gifts and entertainment, political contributions, insider trading and personal investing are summarized below.
December 2011
4
Code of Ethics
Gifts and Entertainment Policy
Under the Gifts and Entertainment Policy, associates may not receive or extend gifts or entertainment that are excessive, repetitive or extravagant, if such gifts or entertainment are due to a third partys business relationship (or prospective business relationship) with Capital. The Policy is intended to ensure that gifts and entertainment involving associates do not raise questions of propriety regarding Capitals business relationships or prospective business relationships. Accordingly, for gifts and entertainment involving those who conduct, or may conduct, business with Capital:
|
An associate may not accept gifts from (or give gifts to) the same person or entity worth more than $100 in a 12-month calendar year period. |
|
An associate may not accept or extend entertainment valued at over $500 unless a business reason exists for such entertainment and the entertainment is pre-approved by the associates manager and the Gifts and Entertainment Committee. |
Gifts or entertainment extended by a Capital associate and approved by the associates manager for reimbursement by Capital do not need to be reported (or precleared). Associates should also be aware that certain laws or rules may prohibit or limit gifts or entertainment extended to public officialsespecially those responsible for investing public funds.
Reporting
The limitations relating to gifts and entertainment 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
Associates must not allow Capitals present or anticipated business to be a factor in soliciting political or charitable contributions from outside parties.
Gifts and Entertainment Committee
The Gifts and Entertainment Committee oversees administration of the Policy. Questions regarding the Gifts and Entertainment Policy may be directed to the staff of the Gifts and Entertainment Committee.
Political Contributions Policy
Making political contributions
Associates should avoid making political contributions or engaging in activities that directly support officials, candidates, or organizations that may be in a position to influence decisions to award business to investment management firms.
Associates may not use Capital offices or equipment (including email or telephones) to engage in political fundraising or solicitation . To the extent an associate volunteers time on behalf of a candidate or political organization, those activities should be limited to non-work hours.
December 2011
5
Code of Ethics
Guidelines for political contributions and activities within the U.S.
In addition to the limitations described above, specific rules exist for political contributions and activities within the U.S. Under Capitals policy related to U.S. political contributions, certain associates are deemed to be restricted by virtue of working for one of our investment management companies (or other groups) that could be providing services to U.S. public plans either directly or through an investment in one of our funds. Restricted Associates are subject to specific requirements as described below with respect to contributions made to government officials or candidates, Political Action Committees, or political parties. All other Capital associates are encouraged to seek guidance with respect to contributions to any official or candidate who may be in a position to influence decisions to award business to an investment management firm.
Restricted Associates are subject to the following requirements with respect to contributions made to government officials or candidates, Political Action Committees, or political parties within the U.S.:
|
Prior to making any kind of contribution to 1) a state or local official, 2) a candidate for state or local office, or 3) a federal candidate currently holding state or local office, Restricted Associates must obtain the appropriate legal documentation and receive approval from the staff of the Political Contributions Committee. |
|
Legal documentation and approval from the staff of the Political Contributions Committee are also required for contributions to any Political Action Committee (PAC) or similar political organization. |
|
Contributions to state or local political parties are not permitted. |
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Contributions to federal political parties cannot be directed to any state or local official or candidate. |
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Restricted associates may not coordinate or solicit contributions on behalf of a state or local government official or candidate or PAC without the appropriate certification and preclearance as described above. |
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All Restricted Associates will be required to report any political contributions made or certify that they have made no contributions each calendar quarter. |
The full Political Contributions Policy includes several sample certifications and letters that may be used with political candidates, PACs and political parties explaining Capitals policies and requirements. Exceptions to the documentation requirements may be granted on a case-by-case basis.
Questions regarding the Political Contributions Policy and requests for approval may be directed to the staff of the Political Contributions Committee.
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 PAC (ICI PAC).
December 2011
6
Code of Ethics
Political Contributions Committee
The Political Contributions Committee oversees the administration of the Policy, including considering and granting possible exceptions. Questions regarding the Political Contributions Policy may be directed to the staff of the Political Contributions Committee.
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. In addition, trading in fund shares while in possession of material, non-public information that may have an immediate impact on the value of the funds shares may constitute insider trading.
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 associates and extend to activities both within and outside each associates duties. Associates who believe they have material non-public information should contact any lawyer in the organization.
Personal Investing Policy
This policy applies only to covered associates. Special rules apply to certain associates in some non-US offices.
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 Capitals 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 regarding personal investments. Keep in mind, however, that placing the interests of fund shareholders and clients first is the core principle of the Code of Ethics and applies even if the matter is not covered by a specific provision. The following is only a summary of the Personal Investing Policy.
Personal investing should be viewed as a privilege, not a right. As such, the Personal Investing Committee 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 associates spouse and other immediate family members (for example, 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.
December 2011
7
Code of Ethics
Additional rules apply to Investment Professionals
Investment Professionals include portfolio counselors/managers, investment counselors, investment analysts and research associates, portfolio specialists, investment specialists, traders, including trading assistants, and investment control, portfolio control and fixed income control associates, including assistants.
Questions regarding coverage status should be directed to the staff of the Personal Investing Committee.
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 (for example, where a family member is employed by the IPO company and IPO shares are considered part of that family members compensation).
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Short selling of securities subject to preclearance |
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Investments by investment professionals in short ETFs except those based on certain broad-based indices |
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Spread betting/contracts for difference (CFD) on securities (allowed only on currencies, commodities, and broad-based indices) |
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Writing puts and calls on securities subject to preclearance |
Reporting requirements
Covered associates are required to report their securities accounts, holdings and transactions. An electronic reporting platform will be made available for quarterly and annual disclosures.
Preclearance of securities transactions
Certain transactions may be exempt from preclearance; please refer to the Personal Investing Policy for more details.
Before buying or selling securities, including securities that are not publicly traded, covered associates must check with the staff of the Personal Investing Committee.
Preclearance requests will be handled during the hours the New York Stock Exchange (NYSE) is open, generally 6:30am to 1:00pm Pacific 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 for Investment Professionals below). Preclearance requests by investment professionals are subject to special review.
December 2011
8
Code of Ethics
Additional policies for Investment Professionals
Disclosure of personal and professional holdings (cross-holdings)
Portfolio counselors/managers, investment analysts, portfolio specialists 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 the Personal Investing Committee and may also be reviewed by various Capital committees.
If disclosure has not already been made to the Personal Investing Committee, 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. This disclosure requirement is consistent with both the CFA Institute standards as well as the ICI Advisory Group Guidelines.
In addition, portfolio counselors/managers, investment analysts, portfolio specialists 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 to trades in the same management company with which the associate is affiliated. In addition, in instances where the fund or client accounts are active in fixed income assets, the blackout period will apply across all management companies, regardless of the 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 the Personal Investing Committee to determine the appropriate action, if any. For example, the Personal Investing Committee may recommend the associate be subject to a price adjustment to ensure that he or she has not received a better price than the fund or client account.
Ban on short-term trading
Investment professionals are generally prohibited from the purchase and sale or sale and purchase of a security within 60 calendar days. This restriction does not apply to securities that are not subject to preclearance. However, if a situation arises whereby the associate is attempting to take a tax loss, an exception may be made. 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.
December 2011
9
Code of Ethics
Exchange-traded funds (ETFs) and index funds
Investment professionals should preclear ETFs and index funds (for example, UCITS, SICAVs, OEICs, FCPs, Unit Trusts and Publikumsfonds) except those based on certain broad-based indices.
Note: Investment professionals are prohibited from investing in short ETFs based on certain broad-based indices.
Penalties for violating the personal investing policy
Covered associates may be subject to penalties for violating the Personal Investing Policy including failing to preclear, report, submit statements and/or failing to submit timely initial, quarterly and annual certification forms. Failure to adhere to the Personal Investing Policy could also result in disciplinary action, including termination.
Personal Investing Committee
The Personal Investing Committee 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.
Questions regarding the Personal Investing Policy may be directed to the staff of the Personal Investing Committee.
December 2011
10
Exhibit (p)(5)
Code of Ethics
of
|
J.P. Morgan Alternative Asset Management, Inc. |
|
JPMorgan Asset Management (UK) Ltd. |
|
J.P. Morgan Investment Management Inc. |
|
Security Capital Research & Management Inc. |
|
Bear Stearns Asset Management Inc. |
(collectively, JPMAM)
Effective February 1, 2005
(Revised July 15, 2011)
Code of Ethics
JPMorgan Asset Management
Table of Contents
1. | Introduction and Standards | 3 | ||||||||||||||||
1.1. | Adoption of the Code of Ethics | 3 | ||||||||||||||||
1.2. | Standards of Business Conduct | 3 | ||||||||||||||||
1.3. | General Definitions | 4 | ||||||||||||||||
2. | Reporting Requirements | 5 | ||||||||||||||||
2.1. | Holdings Reports | 5 | ||||||||||||||||
2.1.1. | Content of Holdings Reports | 6 | ||||||||||||||||
2.1.2. | Timing of Holdings Reports | 6 | ||||||||||||||||
2.2. | Transaction Reports | 6 | ||||||||||||||||
2.2.1. | Content of Transaction Reports | 6 | ||||||||||||||||
2.2.2. | Timing of Transaction Reports | 6 | ||||||||||||||||
2.3. | Consolidated Report | 6 | ||||||||||||||||
2.4. | Exceptions from Reporting Requirements | 7 | ||||||||||||||||
3. | Pre-approval of Certain Investments | 7 | ||||||||||||||||
4. |
|
Additional Restrictions and Corrective Action under the Personal Trading Policy and other related
Policies and Procedures |
7 | |||||||||||||||
4.1. | Designated Broker Requirement | 7 | ||||||||||||||||
4.2. | Blackout Provisions | 7 | ||||||||||||||||
4.3. | Minimum Investment Holding Period and Market Timing Prohibition | 7 | ||||||||||||||||
4.4. | Trade Reversals and Disciplinary Action | 8 | ||||||||||||||||
5. | Books and Records to be Maintained by Investment Advisers | 8 | ||||||||||||||||
6. | Confidentiality | 8 | ||||||||||||||||
7. | Conflicts of Interest | 9 | ||||||||||||||||
7.1. | Trading in Securities of Clients | 9 | ||||||||||||||||
7.2. | Trading in Securities of Suppliers | 9 | ||||||||||||||||
7.3. | Gifts | 9 | ||||||||||||||||
7.4. | Entertainment | 9 | ||||||||||||||||
7.5. | Political and Charitable Contributions | 9 | ||||||||||||||||
7.6. | Outside Business Activities | 10 | ||||||||||||||||
8. | Training | 10 | ||||||||||||||||
9. | Escalation Guidelines | 10 | ||||||||||||||||
9.1. | Violation Prior to Material Violation | 10 | ||||||||||||||||
9.2. | Material Violations | 11 |
2
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 advisers 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.
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JPMorgan Asset Management
1.3. | General Definitions |
a) | JPMAM is an abbreviation for JPMorgan Asset Management, a marketing name for the Investment Management subsidiaries 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. |
b) | 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 JPMAMs supervision and control; and |
4) | All Access Persons, as defined in paragraph (c). |
c) | 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. |
d) | Associated Account refers to an account in the name or for the direct or indirect benefit of a Supervised Person or a Supervised Persons 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. |
e) | 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. |
f) | 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. |
g) | Client refers to any entity (e.g., person, corporation or Fund) for which JPMAM provides a service or has a fiduciary responsibility. |
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Code of Ethics
JPMorgan Asset Management
h) | 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 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. |
i) | Fund means an investment company registered under the 1940 Act. |
j) | 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. |
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 |
5) | Structured notes linked to broad based indices |
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 Persons current securities holdings that meets the following requirements:
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Code of Ethics
JPMorgan Asset Management
a) | Content of Holdings Reports |
Each holdings report must contain, at a minimum:
1) | 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 Persons direct or indirect benefit, as well as all pertinent Associated Account details (e.g., account title, account number, etc.); |
2) | 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 |
3) | The date the Access Person submits the report. |
b) | Timing of Holdings Reports |
Access | Persons must each submit a holdings report: |
1) | 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. |
2) | 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:
a) | 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 :
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 Reportable Security involved; |
2) | The nature of the transaction (i.e., purchase, 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, dealer or bank with or through which the transaction was effected; and |
5) | The date the Access Person submits the report. |
b) | 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.
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.
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Code of Ethics
JPMorgan Asset Management
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 firms 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
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.
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Code of Ethics
JPMorgan Asset Management
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 firms 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 firms executive committee and, where applicable, to the directors or trustees of an affected Fund.
Violations by Supervised Persons of any laws that relate to JPMAMs 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 |
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.
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Code of Ethics
JPMorgan Asset Management
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 . Guidelines that are more specific are set forth under the JPMC Code of Conduct and the JPM Investment Management Americas Gift and Entertainment Policy. Supervised Persons are required to log all entertainment subject to reporting into the JPMAM Gift, Entertainment and Political Contributions Database and any violations of the Policy are subject to the Escalation Guidelines.
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 the JPM Investment Management Americas Gift and Entertainment Policy. Supervised Persons are required to log all entertainment subject to reporting into the JPMAM Gift, Entertainment and Political Contributions Database and any violations of the Policy 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 JPMAMs current or anticipated business relationships as a factor in making political or charitable donations. Additional requirements, restrictions, and other disclosures regarding all political activities are described under the JPMC Code of Conduct and the JPM Investment Management Americas Gift and Entertainment Policy. Supervised Persons are required to log all political contributions subject to reporting into the JPMAM Gift, Entertainment and Political Contributions Database and any violations of the Policy are subject to the Escalation Guidelines. Contributions to the JPMorgan PACs are excluded from pre-clearance and reporting requirements.
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Code of Ethics
JPMorgan Asset Management
7.6. | Outside Business Activities |
A Supervised Persons outside activities must not reflect adversely on the firm or give rise to a real or apparent conflict of interest with the Supervised Persons 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 individuals 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 firms businesses. |
Guidelines that are more specific 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 Secretary. You must also notify the Office of the Secretary of JPMC when any approved outside activity terminates.
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 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, J.P. Morgan Investment Management and Security Capital Research & Management. Please note, the Escalation Guidelines document 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 required to have a 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.
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Code of Ethics
JPMorgan Asset Management
9.2. | Material Violations |
All material violations require the Group Head and HR to have a meeting with the employee and to document the meeting specifics in the employees 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 be a mandated suspension of trading privileges for six months for all material violations of the Personal Trading Policy or Access Persons reporting requirement. Compliance and the Group Head may allow transactions for hardship reasons, but require documentation for pre-clearance.
A list of all individuals who have received material violations will be circulated to the appropriate Group Head and Senior Management on a periodic basis and will be a factor in the employees annual compensation.
11
Exhibit (p)(7)
CODE OF ETHICS AND PERSONAL TRADING GUIDELINES
MORGAN STANLEY INVESTMENT MANAGEMENT 1
Effective: March 1, 2011
1 Ex-Merchant Banking and Real Estate Investing
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 |
16 | ||||||
III. | REPORTING REQUIREMENTS | 16 | ||||||
A. |
Initial Holdings and Brokerage Account(s) Reports and Certification |
16 | ||||||
B. |
Quarterly Transactions Report |
17 | ||||||
C. |
Annual Holdings Report and Certification of Compliance |
17 | ||||||
IV. | OUTSIDE ACTIVITIES AND PRIVATE PLACEMENTS | 18 | ||||||
A. |
Approval to Engage in an Outside Activity |
18 | ||||||
B. |
Approval to Invest in a Private Placement |
19 | ||||||
C. |
Approval Process |
19 | ||||||
D. |
Client Investment into Private Placement |
19 | ||||||
V. | POLITICAL CONTRIBUTIONS | 19 | ||||||
VI. | GIFTS AND ENTERTAINMENT | 20 | ||||||
VII. | CONSULTANTS AND TEMPORARY EMPLOYEES | 20 | ||||||
VIII. | REVIEW, INTERPRETATIONS AND EXCEPTIONS | 20 | ||||||
IX. | ENFORCEMENT AND SANCTIONS | 21 |
2 | Previous versions: August 16, 2002, February 24, 2004, June 15, 2004, December 31, 2004, December 15, 2006, May 12, 2008 , August 19, 2010, September 17, 2010 and February 15, 2011 |
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 MSIMs 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 MSIMs 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.
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.
3 | This Code is intended to fulfill MSIMs 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 Code of Ethics for the Morgan Stanley fund families. |
3
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. |
|
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. |
4
|
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 Clients 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, Portfolio Services, 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.
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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. |
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Covered Securities includes generally all equity or debt securities, including derivatives of securities (such as options, warrants and 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, spot foreign exchange transactions (spot fx) and similar instruments, but does not include Exempt Securities, as defined below. Please refer to Schedule A for application of the Code to various security types. |
4 | The term Access Person is now made consistent with the Morgan Stanley Code of Conduct to avoid confusion. |
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Employees means MSIM employees. For purposes of this Code, all Employees are considered Covered Persons. |
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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: |
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accounts owned by you; |
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accounts of your spouse or domestic partner; |
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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); |
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accounts where you obtain benefits substantially equivalent to ownership of securities; |
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accounts that you or the persons described above could be expected to influence or control, such as: |
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joint accounts; |
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family accounts; |
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retirement accounts; |
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corporate accounts; |
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trust accounts for which you act as trustee where you have the power to effect investment decisions or that you otherwise guide or influence; |
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arrangements similar to trust accounts that benefit you directly; |
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accounts for which you act as custodian; and |
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partnership accounts. |
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Exempt Securities are securities that are not subject to the pre-clearance, holding and reporting requirements of the Code, such as: |
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Bankers acceptances, bank certificates of deposit and commercial paper; |
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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); |
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Direct obligations of the U.S. Government 5 ; |
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Shares held in money market funds; |
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Variable insurance products that invest in funds for which MSIM does not act as adviser or sub-adviser; and |
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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.
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Firm means Morgan Stanley, MSIMs parent company. |
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Investment Personnel means and includes: |
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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 |
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Any persons designated as Investment Personnel by Compliance. |
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IPO means an initial public offering of equity securities registered with the U.S. Securities and Exchange Commission or a foreign financial regulatory authority. |
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Morgan Stanley Broker means a broker-dealer affiliated with Morgan Stanley. |
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Morgan Stanley Investment Management or MSIM means the companies and businesses comprising Morgan Stanleys Investment Management Division. See Schedule B . |
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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). |
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.
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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. |
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Portfolio Managers are Employees who are primarily responsible for the day-to-day management of a Client portfolio. |
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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. |
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Proprietary or Sub-advised Mutual Fund means any open-end Mutual Fund for which MSIM acts as investment adviser or sub-adviser. |
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Research Analysts are Employees whose assigned duties solely are to make investment recommendations to or for the benefit of any Client portfolio. |
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:
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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 |
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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. |
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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 Manual 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.
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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.
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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.
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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 Firms 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.
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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 .
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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.
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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.
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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.
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Other Morgan Stanley Accounts: |
Employee Stock Purchase Plan (ESPP) (no new contributions effective June 1, 2009)
Employee Stock Ownership Plan (ESOP)
Employee Incentive Compensation Plan (EICP)
Morgan Stanley 401(k) (401(k) Plan).
You do not have to pre-clear participation in the 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.
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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.
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529 Plans |
You do not have to pre-clear participation in a 529 Plan with Compliance.
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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.
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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 Compliance. See Schedule C . Once Compliance has performed the necessary checks, Compliance will notify you promptly regarding your request.
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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
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Holding Requirement and Repurchase Limitations |
Proprietary or Sub-advised Mutual Funds
You may not redeem or exchange Proprietary Mutual Funds (i.e., Morgan Stanley 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.
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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. |
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MSIM Private Limited Employees . Refer to your local Employee Trading Policy for specific restrictions applicable in your region. See Schedule C .
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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 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 Managers 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 .
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.
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Transactions in Morgan Stanley (MS) Stock |
You may only transact in MS stock during designated window periods. (Please consult MS Today for the window period prior to trading. Note that Access Persons have a shorter window period than other employees). 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.
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For MSAITM employees, as noted above, a six-month holding period applies.
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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.
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Trading Derivatives |
You may not trade forward contracts, including currency forwards, physical commodities and related derivatives, 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.
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.
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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.
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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.
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.
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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.
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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:
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Outside Activities |
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Investments in Private Placements |
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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:
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the title and type, and as applicable the exchange ticker symbol or CUSIP number, number of shares and principal amount of any Covered Security; |
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the name of any broker-dealer, bank or financial institution where you hold an Employee Securities Account; |
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any Outside Activities; and |
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the date you submitted the Initial Holdings Report. |
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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 .
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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:
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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; |
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the nature of the transaction (i.e. purchase, sale or other type of acquisition or disposition); |
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the price of the security at which the transaction was effected; |
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the name of the broker-dealer or bank with or through which the transaction was effected; and |
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the date you submitted the Quarterly Report. |
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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 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:
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a listing of your current Morgan Stanley brokerage account(s); |
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a listing of all securities beneficially owned by you in these account(s); |
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all your approved Outside Activities, including non-Morgan Stanley brokerage accounts, Private Placements and Outside Activities; and |
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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.
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.
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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.
V. | POLITICAL CONTRIBUTIONS |
Morgan Stanley places certain restrictions and obligations on its employees in connection with their political contributions and solicitation activities. Morgan Stanleys 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
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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 Stanleys ability to do business in certain jurisdictions. Contact Compliance if you have any questions.
VI. | GIFTS AND ENTERTAINMENT |
Morgan Stanleys 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 regions Gifts and Entertainment policy.
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 Clients 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:
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Reporting on an initial, quarterly and annual basis; |
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Duplicate confirmations and statements sent to Compliance for transactions in any Covered Security; |
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Restriction from participating in any IPOs; |
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Pre-clearance of any Outside Activities and Private Placements. |
Those consultants or temporary employees that are hired for positions lasting more than one year are required to transfer 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
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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 Persons 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, is authorized to determine the choice of actions to be taken in specific cases.
Sanctions may vary based on regulatory concerns in your jurisdiction.
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TRADING VIOLATIONS | SANCTION | |||
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. | |||
Failing to obtain authorization for a trade, including non-proprietary private placements* or trading on day after pre-clearance is granted for a personal securities transaction
Trading within 30 day holding period (6 months for MSAITM and all Managing Directors globally) or trading MS stock outside designated window periods
Trading in seven day blackout period or purchasing an IPO
* See the Disclosure / Acknowledgement Violations section for sanctions related to failure to disclose private placements related to Morgan Stanley and cash investments) |
1 st Offense |
Letter of Warning; possible reversal of trade with any profits donated to charity |
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2 nd Offense |
Non-Investment Personnel except Managing Directors : Violation Letter; possible reversal of trade with any profits donated to charity plus a fine of $200 USD
Investment Personnel and all Managing Directors : Violation Letter; possible reversal of trade with any profits donated to charity plus a discretionary fine of $1,000 |
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3 rd Offense | Violation Letter; possible reversal of trade with any profits donated to charity plus a fine equal to the greater of $1,000 USD or 5% of the net trade amount donated to charity and a 3-month trading ban. |
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SCHEDULE A
SECURITIES TRANSACTION MATRIX
TYPE OF SECURITY |
Pre-Clearance
Required |
Reporting Required |
Holding Required |
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Covered Securities | ||||||
Pooled Investment Vehicles : |
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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 | |||
Spot FX |
No | Yes | Yes | |||
Forward Contracts (including currency forwards) |
PROHIBITED | |||||
Commodities |
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.
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.
* | 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)(8)
Effective May 20, 2011
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-Bribery Laws and Prohibitions Against Illegal Payments |
2-8 | |||
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 | |||
Inside Information |
2-9; 4-1 | |||
Investment Clubs |
2-9 | |||
Marketing and Sales Activities |
2-9 | |||
Past and Current Litigation |
2-10 | |||
Political Activities and Contributions |
2-10 |
i-2
Lobbying |
2-12 | |||
Professional Designations |
2-12 | |||
Protection of Corporate Assets |
2-12 | |||
Quality of Services |
2-12 | |||
Record Retention and Destruction |
2-13 | |||
Referral Fees |
2-13 | |||
Release of Information to the Press |
2-13 | |||
Responsibility to Report Violations |
2-14 | |||
General Obligation |
2-14 | |||
Sarbanes-Oxley Whistleblower Procedures |
2-14 | |||
Sarbanes-Oxley Attorney Reporting Requirements |
2-14 | |||
Circulation of Rumors |
2-14 | |||
Service as Trustee, Executor or Personal Representative |
2-14 | |||
Social Media |
2-15 | |||
Speaking Engagements and Publications |
2-15 | |||
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 |
May, 2011
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-Bribery Laws and Prohibitions Against Illegal Payments |
2-8 | |||
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 |
3-13 | |||
Chief Compliance Officers |
Appendix A | |||
Circulation of Rumors |
2-14 | |||
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 |
ii-1
Code of Ethics and Conduct, Questions Regarding |
1-5 | |||
Code of Ethics and Conduct, Persons and Entities Subject to |
1-2 | |||
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 |
2-12 | |||
Data Privacy and Protection |
7-2 | |||
Destruction of Records |
2-13 | |||
Drug Policy |
2-8 | |||
Employee Likenesses, and Information, Use of |
2-8 | |||
Employment of Former Government Employees |
2-7 | |||
Encryption |
9-5 | |||
Equal Opportunity |
2-7 | |||
Excessive Trading, Mutual Funds Shares |
5-2 | |||
Exchange Traded Funds ( ETFs ) |
5-10 | |||
Exchange - Traded Index Options |
5-25 | |||
Executor, Service as |
2-14 | |||
Expense Reimbursement, Accepting |
3-9 | |||
Expense Reimbursement, Providing |
3-9 | |||
Fees, Referral |
2-13 | |||
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 |
ii-2
Gifts, Giving |
3-3 | |||
Gifts, Receipt of |
3-3 | |||
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 |
2-13 | |||
Initial Public Offerings |
5-13 | |||
Inside Information |
2-9; 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 |
2-10 | |||
Lobbying |
2-12 | |||
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 |
ii-3
Non-Access Persons |
5-4 | |||
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 |
2-14 | |||
Political Action Committee ( PAC ) |
2-11 | |||
Political Activities and Contributions |
2-10 | |||
Press, Release of Information to the |
2-13 | |||
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 | |||
Professional Designations |
2-12 | |||
Profitmaking Enterprises, Relationships with |
2-2 | |||
Protection of Corporate Assets |
2-12 | |||
Publications |
2-13 | |||
Quality of Services |
2-12 | |||
Questions Regarding the Code |
1-5 | |||
Rating Changes on Security |
5-16; 5-24 | |||
Record Destruction |
2-13 | |||
Record Retention |
2-13 | |||
Referral Fees |
2-13 | |||
Regulation FD |
4-7 | |||
Reimbursement of Consultants Expenses Prohibited |
3-9 | |||
Release of Information to the Press |
2-13 | |||
Reportable Funds |
5-12 |
ii-4
Reporting by Independent Directors of the Price Funds |
5-20 | |||
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 |
2-14 | |||
Research Trips |
3-6 | |||
Restricted List |
4-8 | |||
Retention of Code |
1-1 | |||
Retention, Record |
2-13 | |||
Rule 10b5-1 |
4-6 | |||
Rule 10b5-2 |
4-4 | |||
Sales and Marketing Activities |
2-9 | |||
Sanctions |
1-4; 5-30 | |||
Sarbanes-Oxley Attorney Reporting Requirements |
2-14 | |||
Sarbanes-Oxley Codes |
1-4 | |||
Sarbanes-Oxley Whistleblower Procedures |
2-14 | |||
Savings Bank |
5-1 | |||
Section 529 College Savings 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 |
2-12 | |||
Short Sales |
5-27 | |||
Sixty (60) Day Rule |
5-27 | |||
Software Programs, Application of Copyright Law |
7-11 | |||
Speaking Engagements |
2-15 | |||
Standards of Conduct of Price Group and its Personnel |
2-1 | |||
Statement, General Policy |
1-1 | |||
Social Media Guidelines |
2-15 | |||
Supervised Persons, Adviser Act Requirements for |
1-3 | |||
Supervised Persons, Definition of |
1-2 |
ii-5
Supervision of Gifts, Business Entertainment and Expense Reimbursement |
3-10 | |||
Supervision of Requests Regarding Charitable Contributions |
3-14 | |||
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 |
2-14 | |||
Use of Employees Likenesses and Information |
2-8 | |||
Vendors, Relationships with Potential |
2-3 | |||
Violations, Responsibility to Report |
2-14 | |||
Waiver for Executive Officer, Reporting of |
1-4 | |||
Watch List |
4-9 | |||
Whistleblower Procedures, Sarbanes-Oxley |
2-14 |
May, 2011
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 74 years of our Companys 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 31 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. Unless otherwise determined by the Chairperson of the Ethics Committee, 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 Advisers supervision and control are Supervised Persons.
Status as a Fiduciary. Several of Price Groups 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 Ltd ( TRPIL ), T. Rowe Price Advisory Services, Inc. ( TRPAS ), T. Rowe Price (Canada), Inc. ( TRP Canada ), T. Rowe Price Singapore Private Ltd. ( TRPSING ) and T. Rowe Price Hong Kong Limited ( TRPHK ).
TRPIL is also registered with the United Kingdoms Financial Services Authority ( FSA ).
1-2
TRPIL is also subject to regulation by the Financial Services Association/Kanto Local Finance Bureau ( KLFB ) (Japan) as well as the Dubai Financial Services Authority (in respect of its DFIC Representative Office).
TRPHK is also registered with the Securities and Futures Commission ( SFC ) (Hong Kong).
TRPSING is also registered with the Monetary Authority of Singapore ( MAS ) (Singapore).
TRP Canada is also registered with the Ontario Securities Commission, the Manitoba Securities Commission, the British Columbia Securities Commission, the Saskatchewan Financial Services Commission, the Nova Scotia Securities Commission, the New Brunswick Securities Commission, the Financial Markets Authority (Quebec) 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 advisers chief compliance officer or his or her designee if the chief compliance officer also receives reports of all violations; and |
|
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. |
1-3
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 Groups 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, TRPIL 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 firms 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 funds 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.
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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.
May, 2011
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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 advisers 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).
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Computer Security. Computer systems and programs play a central role in Price Groups 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 firms 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 employees 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 non-profitmaking 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 employees 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:
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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 |
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investment decisions of employees regarding a clients or vendors 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 clients or vendors 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 firms 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.
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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 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 firms future plans is disclosed. You should never discuss confidential information with, or provide copies of written material concerning the firms 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 firms 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:
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From the point of view of our clients, it is not fair to give other people information which clients must purchase. |
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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 firms 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 firms 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 Groups 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; 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 firms 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 firms 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 Groups 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. 2-14.
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, sex, 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 firms 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, sex, 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, sex, 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.
Anti-Bribery Laws and Prohibitions Against 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. T. Rowe Price prohibits its employees as well as anyone acting on its behalf from making any type of illegal payment. The U.S. Foreign Corrupt Practices Act ( FCPA ) makes it a crime to directly or indirectly pay, promise to pay, offer to pay or authorize the payment of any money or anything of value to any government official in connection with obtaining or retaining business or influencing such official in order to secure an improper advantage. The term government official is broadly defined to include any officer, employee or agent of any government entity, agency or department, or of a political international organization, and any political party, party official or candidate for public office.
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Additionally, the U.K. Bribery Act 2010 (the Bribery Act) was passed in 2010 and will come into force in 2011. The Bribery Act contains wide prohibitions on illegal payments and specifically prohibits bribery between private parties. Also, the Bribery Act provides for severe civil and criminal penalties against individuals and corporations.
Under these anti-bribery laws, actions constituting a bribe or illegal payment are interpreted broadly and could include excessive or repeated entertainment and/or gifts. Associates must adhere to the guidelines of gift and business entertainment policies and, if required by the applicable policy, indicate in the reporting process whether a recipient of a gift or business entertainment was a government official.
If you are solicited to make or receive an illegal payment or have any questions about this section of the Code, you should contact the Legal Department. Also, an anonymous Hotline (888-651-6223) has been established for employees to report any concerns they have regarding illegal payments, including potential violations of the FCPA and the Bribery Act.
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 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 firms 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 spouses participation in the club and has no investment control or input into decisions regarding the clubs 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.
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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:
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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 |
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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 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. Price Group and its subsidiaries as well as their employees are subject to various federal, state and local laws regarding political contributions. These regulations can restrict the ability of the firm and its employees to make political contributions. In particular, the SEC has adopted Rule 206(4)-5 of the Advisers Act, known as the Pay to Play rule. The rule was adopted to address pay-to-play practices under which direct or indirect payments by investment advisers, and certain of their executives or employees, to state and local government officials in the United States may be perceived to improperly influence the award of government investment business. Generally, the Rule prohibits an investment adviser from providing advisory services for compensation to a government entity client for two years after the adviser or certain of its executives or employees make a contribution over a de minimis amount to certain elected officials or candidates. The Rule affects T. Rowe Price and its employees because government entities use the firms advisory services and also invest in T. Rowe Price mutual funds.
The firm has adopted a Statement of Policy Regarding Political Contributions (the Political Contributions Policy or Policy ) to comply with the SEC rule and other applicable laws and requirements. Under the Policy, all T. Rowe Price associates globally are required to prior clear proposed political contributions, as defined in the Policy, to any candidate, officeholder, political
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party, Political Action Committee ( PAC ) or political organization in the United States. Additionally, associates are generally prohibited from coordinating, or soliciting third parties to make, a contribution or payment to any candidate, officeholder, political party, PAC or political organization in the United States. Additionally, associates are prohibited from doing anything indirectly that, if done directly, would violate this Policy.
Any questions about the Political Contributions Policy should be directed to the Political Contribution Requests mailbox.
In addition to the requirements imposed by the SEC rule, 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. 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 ). Furthermore, the firm and/or some employees are subject to additional restrictions because of client contractual stipulations.
United States law prohibits corporate contributions to campaign elections for federal office ( e.g., U.S. Senate and House of Representatives). The SEC rule effectively prohibits corporate contributions by the firm to 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 reimburse employees for making contributions to individual candidates or committees. Additionally, 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 does not have a PAC . However, T. Rowe Price has granted permission to the Investment Company Institutes PAC ( ICI PAC ), which serves the interests of the investment company industry, to solicit T. Rowe Prices 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. Additionally, proposed contributions to the ICI PAC must go through the prior clearance process.
As noted above, the SEC rule prohibits most solicitation activities. To the extent the Legal Department approves solicitation activities in accordance with applicable rules or other requirements employees, officers, and directors of T. Rowe Price may not solicit campaign contributions from employees without adhering to T. Rowe Prices policies regarding solicitation. These include the following:
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It must be clear that the solicitation is personal and is not being made on behalf of T. Rowe Price. |
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It must be clear that any contribution is entirely voluntary. |
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T. Rowe Prices stationery and email system may not be used. |
An employee who wants to participate in political campaigns or run for political office should consult with his or her immediate supervisor to make sure that this activity does not conflict with his or her job responsibilities. Also, the employee should contact the Legal Department to discuss any activities which may be prohibited.
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 states lobbying laws. For example, in Maryland, if $2,500 of a persons 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 states officials may trigger lobbying laws in that state, please contact the Legal Department before proceeding.
Professional Designations. It is the supervisors responsibility to confirm that any designation (CFA, CFP, etc.) used by his or her direct reports in connection with T. Rowe Price business, including its use on a business card or letterhead, is a valid designation issued by a reputable credentialing organization. In addition, the supervisor must take reasonable steps to confirm that the associate has earned the designation, it is relevant to his or her job and is authorized to use it. Any questions should be directed to the Legal Department.
Protection of Corporate Assets. All personnel are responsible for taking measures to ensure that Price Groups 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 firms 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 Groups investment products and services and operations affects our reputation, productivity, profitability and market position. Price Groups 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 Groups 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 firms 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 Groups 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 funds 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 Groups 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 firms 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 firms Repository.
Circulation of Rumors. Individuals subject to the Code shall not originate or circulate in any manner a rumor concerning any security which the individual knows or has reasonable grounds for believing is false or misleading or would improperly influence the market price of that security. You must promptly report to the Legal Department any circumstance which reasonably would lead you to believe that such a rumor might have been originated or circulated.
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.
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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.
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.
Social Media Guidelines. Social media sites such as Facebook, Twitter, YouTube, and LinkedIn have experienced significant growth during the past few years. While T. Rowe Price does not discourage its associates from joining these conversations, it is important to understand what is expected and required when associates use social media, especially in regards to topics relating to the firm.
Activities inside or outside the workplace that affect your job performance, the performance of other associates, T. Rowe Price business interests or that create reputational risk to T. Rowe Price are a proper focus for firm policy. Therefore, T. Rowe Price regularly monitors online discussions and entries that might involve or mention T. Rowe Price.
T. Rowe Price has well-established guidelines regarding communicating publicly whether to the marketplace or to the general public. Only those associates who are officially designated by T. Rowe Price are authorized to speak on behalf of the firm.
Associates are directed to the Social Media Guidelines located on the T. Rowe Price Exchange to understand their responsibilities with respect to social media. These guidelines apply whenever using social media, whether in a personally identifiable way or anonymously.
May, 2011
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APPENDIX A TO THE T. ROWE PRICE GROUP, INC.
CODE OF ETHICS AND CONDUCT
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Brokerage and Trading Control Committees. There are two Brokerage and Trading Control Committees which set the policy regarding the allocation of client brokerage. For more information contact Thea Williams of the Fixed Income Committee or Clive Williams of the Equity Committee. |
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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,) is Jeremy Fisher. The Chief Compliance Officer of the broker/dealer, T. Rowe Price Investment Services, Inc., is Sarah McCafferty. |
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Ethics Committee. The members of the Ethics Committee are Justin Thomson in London and David Oestreicher, Andy Brooks, Greg McCrickard, Michael McGonigle, John Gilner, and Gretchen Park in Baltimore. |
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Chairperson of the Ethics Committee. The Chairperson of the Ethics Committee is John Gilner. Requests to him should be sent to his attention in the Legal Department, except that requests regarding IPOs for U.S. Access Persons who are Non-Investment Personnel may be directed to either John Gilner or Andy Brooks. |
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Code Compliance Section. The members of the Code Compliance Section are Gary Greb, Karen Clark, and Lisa Daniels. |
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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, Mark Donnelly, Lucy Harding and Louise Johnson; in Hong Kong: Kitty Chau; and in Tokyo: Manabu Kinoshita. |
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Designated Person, TRP International Compliance Team . Sophie West, Kitty Chau, Louise Johnson, and Jeremy Fisher. |
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Designated Person, Regulatory Reporting Section. Dottie Jones, Robin Fowler. |
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Management Committee. Edward C. Bernard, James A.C. Kennedy, Michael Gitlin, Brian C. Rogers, William J. Stromberg, John Linehan, and Christopher Alderson. |
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Public Relations Contacts. Edward Giltenan and Brian Lewbart in Baltimore and Sarah Cadden in London. |
May, 2011
2 A
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 firms 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:
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Brokers and securities salespersons (both through whom the firm places advisory client orders and who distribute the Price Funds); |
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Clients ( e.g., separate accounts, fund shareholders, Brokerage and RPS customers); |
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Consultants; |
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Suppliers and vendors; |
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Portfolio companies; and |
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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 recipients 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/dealers 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 firms 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/dealers business, its value must not exceed the $50.00 limit and it must have T. Rowe Prices 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 employees 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. 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 Rule 3220 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 recipients 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 Savings 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 Rule 3220 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.
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.
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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:
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The name of the giver; |
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The name of the intended recipient and his or her employer, if applicable; |
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The description of the gift; |
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The gifts monetary value; |
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The nature of the business relationship; and |
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The reason the gift is being given. |
No exceptions will be granted for gifts subject to FINRAs or the MSRBs $100 gift limit.
ACCEPTING BUSINESS ENTERTAINMENT
General Rule. As described earlier, our firms 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.
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.
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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.
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.
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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.
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 Accommodations. If an employee wishes to pay for or reimburse a business guests 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.
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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 employees 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 contacts acceptance might cause the business contact to violate inadvertently any of these restrictions.
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 firms 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 employees 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).
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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 contacts expenses. For example, contracts with vendors often require the firm to reimburse certain expenses of the vendors 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 clients employees than to send a team of T. Rowe Price employees to the clients 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 Prices 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.
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 firms 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.
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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 employees Division Head or his or her designee, within ten (10) business days of the date of the receipt of the gift, pursuant to the employees business units departmental procedures. If your departments procedures require you to complete the firms Business Gift Report form, that form is housed on the firms intranet on the home page under Code of Ethics. Completed and signed forms can be sent via interoffice mail to Code Compliance (BA-1010) or scanned in and emailed to the Gift Reporting mailbox (Code_Gift_Reporting@troweprice.com). All reports should include:
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The name of the recipient; |
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The name of the giver, his or her employer, and plan/client number, if applicable; |
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A description of the gift; |
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The gifts estimated monetary value; |
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The nature of the business relationship with the giver (e.g. Price Fund or other Broker/Dealer related client/prospect; separate account or other Adviser related client/prospect; current/potential vendor); and |
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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 employees Division head or his or her designee, within ten (10) business days of the date the gift is given, pursuant to the employees business units departmental procedures. If your departments procedures require you to complete the firms Business Gift Report form, that form is housed on the firms intranet on the home page under Code of Ethics. Completed and signed forms can be sent via interoffice mail to Code Compliance (BA-1010) or scanned in and emailed to the Gift Reporting mailbox (Code_Gift_Reporting@troweprice.com). All reports should include:
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The name of the employee primarily responsible for giving the gift; |
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The name of the recipient, his or her employer, and plan/client number, if applicable; |
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A description of the gift; |
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The gifts monetary value; |
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The nature of the business relationship with the receiver (e.g. Price Fund or other Broker/Dealer related client/prospect; separate account or other Adviser related client/prospect; current/potential vendor); and |
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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.
Unless an employees departmental procedures allow for an alternate reporting method, employees must submit the report of gifts given to Code Compliance even if the gift is also reported on the employees 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 units 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.
The report of business entertainment provided is required even if the business entertainment is also reported on the employees travel and expense report or other report.
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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 mangers 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 maintaining appropriate controls around the expense approval process and the expense reporting system. The Finance Department has procedures in place to ensure that a secondary level of review of expenses occurs in a timely manner. The Finance Department will take appropriate action concerning expenses determined questionable and/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:
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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; |
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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 Controls Specially Designated Nationals List; |
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the contribution should be made payable directly to the charity; and |
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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 clients or the broker/dealers 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 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 FINRAs $100 limit. For other business, contributions in excess of $100 must be approved by the Chairperson of the Ethics Committee before they are given.
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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.
May, 2011
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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 Acts ( 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 firms 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:
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trading in a security while in possession of material, non-public information regarding the issuer of the security; |
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tipping such information to others; |
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recommending the purchase or sale of securities while in possession of such information; |
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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 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).
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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:
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Injunctions; |
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Treble damages; |
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Disgorgement of profits; |
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Criminal fines; |
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Jail sentences; |
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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 |
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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. |
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.
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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:
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Maximum jail term twenty years; |
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Maximum criminal fine for individuals $5,000,000; |
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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.
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.
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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 corporations 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 issuers affairs and, as a result, is given access to information solely for the issuers purpose. A temporary insider can include, among others, an issuers 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 |
(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 investors 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.
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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 issuers own shares; a tender offer for another issuers 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.
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.
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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 persons 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; |
(2) | Instructed another person to purchase or sell the security for the instructing persons 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:
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The individual making the investment decision on behalf of the person to purchase or sell the securities was not aware of the information; and |
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The person had implemented reasonable policies and procedures, taking into consideration the nature of the persons business, to ensure that individuals making investment decisions would not violate the laws prohibiting trading on the basis of material non-public 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:
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An issuer, or person acting on its behalf, |
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discloses material, non-public information, |
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to securities professionals, institutional investors, broker-dealers, and holders of the issuers securities, |
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the issuer must make public disclosure of that same information, |
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simultaneously (for intentional disclosures), or |
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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 issuers employees; rather only communications by an issuers 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 Rules coverage, including persons who are subject to a confidentiality agreement, credit rating agencies, and temporary insiders, such as the issuers 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
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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.
Information Regarding T. Rowe Price Funds and Subadvised Funds.
Employees who possess material, non-public information pertaining to a Price fund or subadvised fund are prohibited from trading in the shares of the fund. Associates may obtain or possess information about significant portfolio activity of a fund, such as an unscheduled disbursement or receipt, that is not reflected in the funds NAV, which could be regarded as material. For example, an associate may learn of a significant tax refund or litigation recovery that a fund is entitled to but has not been entered as a receivable because the amount and timing are unknown. Such information could constitute material, non-public information. Information regarding future events that would not be expected to have a known impact on the funds NAV, such as a large subscription by an institutional shareholder or a change in the funds portfolio manager, while considered highly sensitive information (not to be shared with others outside of T. Rowe Price), would not typically constitute material, non-public information for these purposes. If you have concerns or questions about whether certain information constitutes material, non-public information pertaining to a Price fund or subadvised fund you should contact the Legal Department.
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:
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Trade in securities to which the material, non-public information relates; |
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Disclose the information to others; |
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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:
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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 Regulatory Reporting 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 Regulatory Reporting Section. The Regulatory Reporting 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 Regulatory Reporting 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 Regulatory Reporting 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 Regulatory Reporting 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, Regulatory Reporting 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 Regulatory Reporting 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.
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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 Regulatory Reporting 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 Regulatory Reporting 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 Regulatory Reporting 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 Regulatory Reporting Section and to the London and Hong Kong Head Dealers. The Regulatory Reporting 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.
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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 Regulatory Reporting 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 Regulatory Reporting 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 Regulatory Reporting 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 Regulatory Reporting 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:
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Do not discuss confidential information in public places such as elevators, hallways or social gatherings; |
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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; |
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Avoid using speaker phones in areas where unauthorized persons may overhear conversations; |
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Where appropriate, maintain the confidentiality of client identities by using code names or numbers for confidential projects; |
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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 |
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Destroy copies of confidential documents no longer needed for a project. However, Record Retention and Destruction guidelines (see p. 2-13) should be reviewed before taking any action. |
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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 Groups 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 the Code, including 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.
May, 2011
4-12
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 Groups 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:
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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); |
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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 |
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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 Groups 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.
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.
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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 Funds 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 Persons or Non-Access Persons 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.
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.
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Certain Temporary Workers. These workers include:
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All temporary workers hired on the Price Group payroll ( TRP Temporaries ); |
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All agency temporaries whose assignments at Price Group exceed four weeks or whose cumulative assignments exceed eight weeks over a twelve-month period; |
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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 Groups employees (versus project work that stands apart from ongoing work); and |
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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:
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the Price Advisers; |
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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); |
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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 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 |
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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:
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those employees who are authorized to make investment decisions or to recommend securities transactions on behalf of the firms clients (investment counselors and members of the mutual fund advisory committees); |
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research and credit analysts; and |
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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, defined as follows; 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 persons account) of an unrelated persons or entitys brokerage account, or are directing another persons or entitys trades, those transactions will usually be subject to this Statement to the same extent your personal trades would be as described below.
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.
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A person has beneficial ownership in:
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securities held by members of the persons immediate family sharing the same household, although the presumption of beneficial ownership may be rebutted; |
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a persons interest in securities held by a trust, which may include both trustees with investment control and, in some instances, trust beneficiaries; |
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a persons right to acquire securities through the exercise or conversion of any derivative security, whether or not presently exercisable; |
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a general partners proportionate interest in the portfolio securities held by a general or limited partnership; |
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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 |
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a persons 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 entitys 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 Statements relevant prior transaction clearance and/or reporting requirements, you should submit a written request for clarification or interpretation to either the Code Compliance Section (via the Legal Compliance Employee Trading mailbox) 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 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.
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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 firms 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 processed by using the online request form. This online form can be accessed through the TROW Employee Stock Transactions tool located on the TRP Exchange. 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.
Prohibition Regarding Transactions in Price Group Options. Transactions in options (other than stock options granted to T. Rowe Price associates) on Price Group stock are not permitted.
Prohibition Regarding Short Sales of Price Group Stock. Short sales of Price Group stock are not permitted.
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Hedging Transactions in Price Group Stock. Entering into any contract or purchasing any instrument designed to hedge or offset any decrease in the market value of Price Group stock is not permitted, unless prior written approval is received from the Payroll and Stock Transaction Group and the Legal Department.
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 ten 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 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 trades execution or within five 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.
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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. |
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Form 4. Any change in the Insiders 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. |
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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 Banks 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 receive 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 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
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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 :
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SPDR Dow Jones Industrial Avergae ( DIA ) |
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SPDR S&P 500 ETF Trust ( SPY ) |
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PowerShares QQQ NASDAQ 100 ( QQQ ) |
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Ishares MSCI EAFE Index Fund ( EFA ) |
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Ishares Trust S&P 500 Index ( IVV ) |
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Ishares Trust Russell 2000 ( IWM ) |
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Ishares MSCI Emerging Market Index ( EEM ) |
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Ishares Plc FTSE 100 ( GB/ISF ) |
Transactions by Access Persons in all other ETFs must receive prior clearance and these transactions must be reported by both Access Persons and Non-Access Persons.
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.
National Government Obligations (other than U.S.). Purchases or sales of direct obligations of national (non-U.S.) governments.
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Variable Rate Demand Notes. This financial instrument is an unsecured debt obligation of a corporate entity. These instruments generally pay a floating interest rate slightly above the prevailing money market rates and include check-writing capabilities. It is not a money market fund nor is it equivalent to a bank deposit or bank account therefore the instrument is not protected by the Securities Investor Protection Corporation or Federal Deposit Insurance Corporation.
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 Persons 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 Persons 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.
Partial Shares Sold. Partial shares held in an account that are sold when the account is transferred to another broker/dealer or to a new owner or partial shares sold automatically by the broker/dealer.
TRANSACTIONS (OTHER THAN PRICE GROUP STOCK) THAT DO NOT REQUIRE PRIOR TRANSACTION CLEARANCE BUT MUST BE REPORTED BY ACCESS PERSONS ONLY.
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Reportable Funds. Access Persons must report the 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. Code Compliance maintains a listing of sub-advised Reportable Funds under the Tools menu on the TRP Exchange.
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 spouses 401(k) plan) do not violate this policy. Access Persons who violate this policy may be required to transfer the position held through the financial intermediary to an account maintained on a T. Rowe Price platform.
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 Savings Plans. Access Persons must report the purchase and sale of interests in any Section 529 College Savings Plan.
Access Persons must inform the Code Compliance Section about ownership of interests in the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan. For these specific plans only, once this notification has been given, an Access Person need not report transactions directly. See p. 5-19.
Notification Requirements. Notification to the Code Compliance Section about a Reportable Fund or a Section 529 College Savings Plan should include:
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account ownership information, and |
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account number |
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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.
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:
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Non-systematic transactions in a security that is not exempt from prior transaction clearance; |
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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 |
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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):
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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.
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 firms 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 Personnels regular broker; |
2. | The number of shares to be purchased is commensurate with the normal size and activity of the Non-Investment Personnels 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 Rule 5130, 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 firms clients are prohibited from doing so because of affiliated transaction restrictions. This prohibition will remain in effect until the firms 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 Rule 5130 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.
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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 firms 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 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 firms 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 firms 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 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.
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Reminder . If you are an Access Person and become the beneficial owner of anothers securities ( e.g., by marriage to the owner of the securities) or begin to direct trading of anothers 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 ten business days of your knowledge of their existence.
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 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 Persons transactions in that security.
Approved Company Rating Changes. A change in the rating of an approved company as reported in the firms Daily Research News has occurred within seven calendar days immediately prior to the date of the proposed transaction. Accordingly, trading would not be permitted until the eighth 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:
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the size of the proposed transaction; |
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the nature of the proposed transaction ( i.e. , buy or sell) and of any recent, current or pending client transactions; |
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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; |
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the reason the Access Person wants to trade ( e.g. , to provide funds for the purchase of a home); and |
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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 request authorization via email to the Code Compliance section (via the Legal Compliance Employee Trading mailbox) prior to beginning the process of 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 ten business days of association with the firm.
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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.
Officers, Directors and Registered Representatives of Investment Services . FINRA requires each associated person of T. Rowe Price Investment Services, Inc. to:
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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 |
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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 anothers securities ( e.g., by marriage to the owner of the securities) or begin to direct trading of anothers 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 Employees Report of Securities Transactions, which is available on the Code of Ethics link 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:
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the date of the transaction |
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the title of the security |
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the ticker symbol or CUSIP number, as applicable |
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the interest rate and maturity date, as applicable |
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the number of shares, as applicable |
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the principal amount of each reportable security involved, as applicable. |
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the nature of the transaction ( i.e. purchase, sale or any other type of acquisition or disposition) |
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the price of the security at which the transaction was effected |
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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 Savings 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 Savings 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 Savings 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 Savings Plan interests ( i.e., the Maryland College Investment Plan, the T. Rowe Price College Savings Plan and the University of Alaska College Savings Plan) 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 Savings 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 Savings 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 Savings Plan interests that you beneficially own or control that are held at any intermediary, including any broker/dealer other than TRPs Brokerage Division. This would include, for example, a Price Fund held in your spouses 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 Savings 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 form 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 business days. This is the case even if you are an Access Person and you received prior transaction clearance for a total cumulative investment. In addition, you must report any distributions you receive in the form of securities.
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Reminder. If you become the beneficial owner of anothers securities ( e.g., by marriage to the owner of the securities) or begin to direct trading of anothers securities, the transactions in these securities become subject to the transaction reporting requirements.
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 directors 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.
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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:
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Exercise of Stock Option of Corporate Employer; |
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Inheritance of a Security; |
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Gift of a Security; and |
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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 issuers 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.
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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.
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 issuers shares beneficially owned.
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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 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 persons 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 Persons 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 Persons trades. If, however, the Access Person has beneficial ownership solely
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by virtue of his or her spouses participation in the club and has no investment control or input into decisions regarding the clubs 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.
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:
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is so excessively frequent as to potentially impact your ability to carry out your assigned responsibilities, or |
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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:
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issuers with market capitalizations of $5 billion or more, or |
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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 firms Daily Research News has been changed to a 1 or a 5 within the seven 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 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 that follows. 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 five contracts or sufficient option contracts to control $30,000 in the underlying security; thus an Access Person may trade five 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 five 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 five contracts or sufficient contracts to control $30,000 in the underlying securities; thus an Access Person may trade five 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 five 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 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 Persons proposed trade in a security is usually permitted even if a limit order has been entered for a client for the same security, if:
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The Access Persons trade will be entered as a market order; and |
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The clients 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. 5-6. Please consult the specific discussion on ExchangeTraded Index Options 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 firms 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. Any series of transactions made which violate (or are counter to) the spirit of the 60-Day Rule, such as the establishment of a long position and subsequent establishment of a short position (or vice versa), in the same (or equivalent) security, may be deemed a violation by the Ethics Committee. This prohibition is not intended to include legitimate hedging transactions. If you have questions about whether a contemplated transaction would violate the 60-Day Rule or the spirit of the Rule, you should seek an interpretation from the Code Compliance Section prior to initiating the transaction.
In addition, the rule applies regardless of the Access Persons 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 and another 100 shares of XYZ stock on November 27, he or she may not sell any shares of XYZ stock at a profit for 60 days following November 27.
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:
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any transaction by a Non-Access Person other than transactions in Price Group stock not excluded below; |
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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, the purchase or sale of the specific ETF securities that are exempted from prior clearance, the exercise of a corporate stock option by an Access Persons spouse, or pro-rata distributions; see pp. 5-9; 5-10; 5-11); |
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the purchase and sale or sale and purchase of exchange-traded index options; |
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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); |
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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 |
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any purchase of Price Group stock through an established dividend reinvestment plan. |
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 (via the Code of Ethics mailbox), providing the name of the company and the total number of such companys 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.
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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.
SEC rules require that each Securities Holding Report contain, at a minimum, the following information:
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securities title |
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securities type |
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exchange ticker number or CUSIP number, as applicable |
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number of shares or principal amount of each reportable securities in which the Access Person has any direct or indirect beneficial ownership |
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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 Persons direct or indirect benefit; and |
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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 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.
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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 persons and entitys 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 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.
May, 2011
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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 Groups 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.
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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. |
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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. |
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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. |
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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 Groups 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 companys 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 Groups registered and pending trademarks and service marks, which is posted on the firms 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 Groups 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 Groups interests in the mark.
May, 2011
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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 firms operations underscores the importance of ensuring the integrity of these systems. The data stored on our firms computers, as well as the specialized software programs and systems developed for the firms 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, including vendors, with Price Group systems access. Enterprise Security should be contacted 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 help:
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prevent the unauthorized use of or access to our firms computer Systems as defined below; |
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prevent breaches in computer security; |
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support a quality Systems user environment; |
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maintain the integrity of confidential information; |
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protect customer and employee information; |
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provide information on complying with relevant laws and regulations; and |
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prevent the introduction of malicious software into our Systems that could imperil the firms 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, and voice messaging; access to and use of commercial and specialized software programs and systems licensed or developed for the firms use; access to and use of customer and T. Rowe Price business data; use of
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and data on T. Rowe Price desktop and portable computers, and other mobile devices such as smart phones (e.g. 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, as appropriate.
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 firms 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 firms 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 firms 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 pertinent sections of the Code of Ethics and Conduct ( Code ) and Human Resources handbooks and guidelines.
By using the firms 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. All information sent, received or viewed on the Internet, including personal, web-based communications, can be stored on a computers hard drive, T. Rowe Price servers or elsewhere in the System and can be retrieved and reviewed by the firm at any time. Even password-protected personal email obtained from a personal webmail site may be captured, stored, and recovered if you access it through the firms Systems.
You should be aware that some telephone calls within the firm are made on recorded lines and that all information forwarded or received via the T. Rowe Price email system is subject to monitoring. For example, calls to and from the Corporate Action group are recorded and retained.
Information, including electronic communications, entered into our firms computers but later deleted from the Systems may continue to be maintained permanently on our firms 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
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network should be considered proprietary and confidential and should be protected as such. In addition, particular customer and employee 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 Codes 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 and data privacy is a critically important consideration during the design, development, maintenance, storage, handling, access, transfer and disposal phases of computer-related activities.
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 (physically, electronically or by other means) from a secure location to an insecure location for any reason or use. Note that certain types of information (such a persons name and Social Security number) generally cannot be sent by email (or an attachment to an email) unless the email/attachment is encrypted; see the Codes Statement of Policies and Procedures on Privacy for further information.
In addition:
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It is firm policy not to publicize the location of the firms Technology Center or to identify this address as the main location of the firms 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 physical address is generally not necessary. It should not be used on the Internet for any reason, business or personal. |
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The @troweprice.com email address should be treated as a business asset. It should not be used for situations unrelated to immediate business responsibilities; personal use should be limited. 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 users department or that departments 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. Generally, non-employees are not permitted to be Security Access Approvers; any exception must be approved by Enterprise Security.
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Managers and supervisors are responsible for updating Associate and non-employee status, in a timely manner, if the 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. Additionally, if a non-employee is not currently working on a TRP project for an extended 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. In this situation, the responsible manager is responsible for the timely updating of the non-employees status to Work Break in Mangers Toolkit to allow the User-ID to be suspended until the individuals return.
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.
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 judgments 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 (as defined in the Codes Statement of Policies and Procedures on Privacy), 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 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 firms 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.
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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 computer equipment ( e.g., laptops, smart phones flash drives, and cell phones) contain information that is sensitive. Therefore, portable computer equipment should be encrypted if that is available or, at a minimum, password protected with a frequently changed, non-intuitive password. Generally, certain types of information (such as a persons name and Social Security number) may not be stored on unencrypted portable computer equipment; see the Codes Statement of Policies and Procedures on Privacy for further information.
Portable computer equipment should be protected in transit and, when not kept with the user, maintained securely. Sensitive information that is not currently needed should be removed and stored elsewhere. Passwords and SecurId cards/tokens should not be stored with the device 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.
Employees should be aware that many common devices like cell phones and MP3 players have cameras and video capabilities that can be used to capture and store confidential or proprietary information. Therefore, their use may be prohibited in certain work areas.
Applications, services, or equipment ( e.g ., flash drives, wireless connections, and USBs) that connect with or interact with the Price Group network that are not provided or supported by Price Group are prohibited. 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.
Please contact Enterprise Security for the most current policies and approved practices on personal equipment and business augmentation technologies including wireless, personal PCs, storage devices, and phones.
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 firms network.
Access to the Internet or Internet services from our firms computers, including the firms 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 individuals 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 pertinent sections of the Code and Human Resources handbooks and guidelines. In addition to the prohibition on accessing inappropriate sites discussed below, the following policies apply:
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The use of Firm Systems is intended for legitimate business purposes and individuals should limit any personal use. |
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You should not use firms 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. |
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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. |
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You may not download anything for installation or storage onto the firms computers for personal use including, but not limited to, music, games, or messaging and mail applications. |
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You may not use the firms Systems or hardware in any way that might pose a business risk or customer/employee data privacy risk, or violate other laws, including U.S. Copyright laws. |
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You may not spend excessive time or use excessive network resources for personal purposes. |
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You may not engage in activities that bypass or compromise the integrity of network security features like firewalls or virus scanners. |
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No person or entity may contract for domain names for use by Price Group or for the benefit of Price Group without express authority from the Legal Department and Enterprise Security. Internet domain names are assets of the firm and are purchased and maintained by Enterprise Security. |
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The name T. Rowe Price, versions of it, and terms referring to other names, products and services of the firm are trademarked assets. No person or entity may register words or terms, whether paid or free, that could mislead others into thinking that the resulting account is communication representing T Rowe Price, or that the registering person speaks on behalf of T. Rowe Price. This includes free account registrations such as those on social networking sites and web email. If there is a business need to register such a term, or a question regarding one, please contact the Legal Department or Enterprise Security for instruction. |
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 activities that may or do raise concerns:
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. Additionally, sites may be blocked without prior notice based on their associated risk to the firm or for other business reasons.
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If an individual 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.
The use of Firm Systems is intended for legitimate business purposes and individuals should limit any personal use. Non-T. Rowe Price email, social media and all other personal accounts should be accessed only as permitted by the users business unit. Extreme care should be taken when accessing personal accounts via T. Rowe Price systems or hardware when this is permitted by business management because the methods of accessing them are more susceptible to viruses, malicious code, and identity theft attempts than T. Rowe Price-provided methods. No personal account, including but not limited to, email or messaging accounts, may ever be used to send or receive business or client related communications.
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.
Instant Messaging. 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 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 and Social Networking 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 casts, wikis, video sites, microblogs, 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 services and products, are subject to United States, state, international, FINRA and other regulations, independent or unsupervised participation in public discussions can result in serious regulatory violations.
Certain designated individuals have been authorized to monitor, comment and respond to inquiries about our firm and its services and products or otherwise observe messages about these topics. Comments posted by these designated individuals are subject to a variety of regulations, including SEC and FINRA rules regarding communications and record retention and the Federal Trade Commission (FTC) Guides Concerning the Use of Endorsements and Testimonials in Advertising (FTC Guides).
Any Associate or other person subject to the Code who is not so authorized must contact the appropriate supervisor and the Legal Department before engaging in these activities or responding to or commenting about anything relating to the firm. This policy applies if the individual participates in any discussion, whether or not the individual intends to disclose his
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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. In addition, even postings not originating from T. Rowe Price Systems could result in discipline, including termination of employment, if the postings make false, harassing or defamatory statements about the firm, its employees, its work products, business partners, or clients, violate copyrights, are illegal, disclose trade secrets or other proprietary information including client identity, defame or invade the privacy of an individual or otherwise violates firm policies. Individuals 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.
T. Rowe Price monitors on-line discussions and entries that might involve T. Rowe Price in any way and will take appropriate action against anyone subject to the Code who violates the firms policy regarding participation in internet discussion and social networking sites.
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 vendors services. With your managers knowledge of what will be discussed and his or her approval to communicate in that manner, participation that does not violate the Codes restrictions may be permissible. Even where the content of the discussion is not about the firm, its clients or business partners, or services or products, participation must be approved because information disclosed could be used to prepare a malicious attack or disclose something the firm does not wish to make public. If you or your manager have any questions about whether participation is appropriate, please contact Enterprise Security.
Associates are directed to the Social Media Guidelines located on the T. Rowe Price Exchange to understand their responsibilities with respect to social media. These guidelines apply whenever using social media, whether in a personally identifiable way or anonymously.
Email Use. Access to the firms 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 and for other business or regulatory purposes. If you have any questions 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.
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 firms 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 device, be sure to log out and close the browser before leaving the device.
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REMOTE ACCESS. The ability to access our firms 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 firms 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 firms computer systems are confidential.
Vendors may need remote access to the Price Group network or specific servers for application support, system troubleshooting, maintenance or other purposes. 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 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 devices, 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.
In summary:
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No one should endeavor to, or assist another to, introduce into the Price Group environment for any reason anything identified as malicious by a virus scanner used by Price Group. |
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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. |
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No one should endeavor to, or assist another to, create an unauthorized or foreign connection to the network in any matter. |
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Failing to protect Price Group systems and assets is against policy; an example of this is failing to maintain updated scanning files. |
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At all times, activities such as receipt of files and execution of attachments is at the users own risk and depends on the users awareness of the risks and his or her evaluation of the legitimacy and safety of what is being opened. |
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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 Groups 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 required to have updated anti-virus software and pattern files. It is the responsibility of each user to ensure that his or her portable computers 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. Remote devices that do not meet these requirements may be prevented from connecting to the T. Rowe Price network.
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 firms 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 file-sharing software, web storage or web interface, which allows users to search the hard drives of other users for files, store information remotely or access personal computers remotely, is prohibited on the Price Group network and PCs. The downloading, uploading, or copying to removable media of 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.
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Individuals should not attempt to treat a computer virus or suspected computer virus on a Price Group-owned device themselves. Immediately contact the Price Group Enterprise Help Desk for assistance; its personnel will determine whether the device 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 developers rights and can lead to both civil and criminal penalties. 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.
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 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.
May, 2011
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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:
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Describe the legal principles governing prohibited anticompetitive activity in the conduct of Price Groups business; and |
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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.
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Some activities have been found to be so inherently anticompetitive that a court will not even permit the argument that they have a pro-competitive 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. |
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Other joint agreements or activities will be examined by a court using the rule of reason approach to see if the pro-competitive 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:
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Discussion of how to make the industry more competitive. |
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An exchange of information or ideas that have pro-competitive 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. |
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Collective action to petition government entities. |
Activities to Avoid:
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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. |
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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 ). |
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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 issuers 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 Avoid : 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 states 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 organizations 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. |
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The list of issues that may and should not be discussed in the context of a trade association also applies in the benchmarking process. |
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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.
May, 2011
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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 or TRP ), including its international operations. It is T. Rowe Prices policy to:
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Treat our customers personal and financial information ( Nonpublic Customer Information ) as confidential; |
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Protect Nonpublic Customer Information; |
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Not share this information with third parties unless in connection with processing customer transactions, servicing accounts, or as otherwise permitted by law; and |
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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 SECs 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. Also, 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. Accordingly, references to customer(s) in the Privacy Statement should be understood to include such relationships, institutional customers, and other persons unless otherwise specified.
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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 persons name in combination with taxpayer identification number or beneficiary information). 1
The privacy policy for the firms international business is posted on the TRP Institutional website. 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 TRPs 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 units 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 require 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 firms 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:
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Do not discuss Nonpublic Customer Information in public places such as elevators, hallways, lunchrooms, or social gatherings; |
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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; |
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Avoid using speaker phones in areas where or at times when unauthorized persons may overhear conversations; |
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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; |
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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; |
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Lock the computer at your work-station when not in use; and |
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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. Encryption may be required for storage of certain types of information on portable devices, such as laptops and thumb drives. See the Encryption section below for further details.
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.
Encryption
TRP has implemented encryption of sensitive data at points which carry the highest risk. This includes various transmission methods ( e.g. , secure file transfer protocol), as well as full disk encryption for laptops issued by TRP. In addition, passwords for secure web sites, such as those for Retail customers, are stored using one-way encrypted hashes. TRP periodically evaluates additional encryption technologies for storage solutions which will meet its security, availability, and performance needs.
While it remains critical to safeguard all types of personal and financial information, over the past several years many states have passed laws and regulations that focus particularly on data that can easily be stolen and exploited to engage in identity theft against an individual ( i.e. , a natural person as opposed to an entity). Such data that consists of an individuals first name or initial and last name in combination with one or more of the following: (i) Social Security or taxpayer identification number; (ii) drivers license or other state-issued identification number; or (iii) financial account number, such as an individuals T. Rowe Price account number or a checking account or credit card number (collectively, Identity Information ). As a financial services firm and employer, TRP has Identity Information concerning a variety of individuals, including Retail customers and retirement plan participants, employees, independent contractors, and temporary workers.
In order to align our policies with the latest state laws, we restrict certain electronic transmissions and storage of Identity Information, unless it is encrypted.
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Associates may not send an email or attachment outside of T. Rowe Price that contains Identity Information of another person unless the email/attachment is encrypted. Emails that travel through the Internet (which is the case with emails sent outside TRP) are not encrypted. Also, password protection alone of attachments is not sufficient. However, there are several types of email channels that are secure and can be used: |
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Internal emails (these go through TRPs internal network); |
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Messages that are sent and received as part of a secure online account access session (e.g., email sent to a customers Message Center viewable during on-line access); and |
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Emails sent to a party that has enabled a domain encrypted email service with T. Rowe Price. |
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Associates may not store Identity Information of another person on an unencrypted laptop, CD, thumb drive, or other portable device. Password protection alone is not sufficient. Laptops and Blackberries issued by T. Rowe Price are encrypted. 2 |
Associates should contact the Help Desk if assistance is needed with coordinating an email encryption process with a business partner, to arrange for a CD to be encrypted, to obtain encrypted thumb drives, or with other questions about these encryption requirements. Exceptions may be made only after consultation with the Legal Department.
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 firms 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. General Services should be contacted for instructions regarding proper disposal when a significant quantity of material is involved.
2 For Blackberries, contacts/address books are not encrypted at this time due to significant interference with performance. Therefore, Associates may not store Identity Information of another person in contacts/address books.
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T. Rowe Price 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. The contents of email inboxes, sent boxes, and deleted boxes 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 customers 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 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.
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
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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 is available from the Legal Department.
T. Rowe Price also utilizes a risk based process with many of its Third Parties to understand a Third Partys practices to help ensure that appropriate safeguards are in place ( e.g., review of Third Party with access to significant volumes of Nonpublic Customer Information). The review of a Third Party is spearheaded by the appropriate vendor relationship manager and includes obtaining an understanding of the Third Partys control environment in protecting confidential information, following up with the Third Party to address noted concerns (if any), and ensuring that appropriate contractual standards are in place.
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). This process is designed to investigate reported incidents efficiently, recommend improvements to reduce future errors, and to communicate with customers where appropriate under the firms business practices or where required by law. In addition to utilizing the centralized reporting process, to the extent that an Associates business unit has adopted additional procedures, such as reporting to specified persons in the business unit, the Associate shall follow the business units procedures as well.
May, 2011
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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 | 5 | ||||
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 | 10 | ||||
D.4. |
Special Transactions Requiring Pre-Clearance of Purchase or Sale | 11 | ||||
E.1. |
Reporting Obligations | 12 | ||||
E.2. |
Review of Reports and Other Documents | 16 | ||||
F. |
Violations of the Code | 16 | ||||
G. |
Protection of Material, Non-Public Information | 16 | ||||
H.1. |
Miscellaneous Issues Concerning Board Service, Gifts, and Limited Offerings | 17 | ||||
H.2. |
Recordkeeping Requirements | 19 | ||||
H.3. |
Board Approval and Annual Review Requirements | 20 | ||||
I. |
Definitions of Certain Terms | 20 | ||||
J. |
Adoption and Effective Date | 23 |
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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 Marsicos 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 Codes restrictions reflect fiduciary duties and other duties that we owe to clients (including the Marsico Funds and their shareholders), such as:
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The duty to place the interests of clients first and avoid abuses of their trust |
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Treat clients with care, loyalty, honesty, and good faith |
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Treat clients equitably and avoid favoritism |
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Dont place own interests ahead of clients |
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Dont take an investment opportunity that belongs to clients |
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The duty to avoid, manage, minimize, or disclose material conflicts of interest |
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Restrict personal investing to keep focus on client interests and minimize investment-related conflicts of interest |
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Restrict outside business activities to minimize other conflicts of interest |
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Seek to disclose material conflicts of interest that cannot be avoided |
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The duty not to take inappropriate advantage of position |
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Avoid extravagant gifts or entertainment from or to service providers or clients to avoid misunderstanding about appropriate business relationships |
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The duty to comply with securities laws |
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Dont mislead clients through misstatements or failures to state material facts |
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Dont engage in 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 Employees 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.
Although certain requirements and restrictions of the Code apply only to Employees, others apply to all Covered Persons. In particular, all accounts and trades of Covered Persons must meet trading restrictions and reporting requirements, and each Employee must report all accounts and trades for related Covered Persons as discussed in Section E.1., including:
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Any account in which a Covered Person has a direct or indirect Beneficial Ownership interest, and trades in such accounts , unless Compliance determines otherwise. |
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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. |
Please ask the Compliance Department if you have any questions.
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, futures or options based on such a security, and any interest in a private investment fund, hedge fund, or limited partnership, but not does not include certain investments listed in c. below. More specifically, Covered Securities include the following:
a. Restricted-Reportable Investments means those investments that a Covered Person generally may not purchase or sell short , must pre-clear any sales or
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exchanges of, and must report any holdings of and transactions in . Restricted-Reportable Investments include the following:
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Shares of publicly traded common stock or preferred stock |
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Corporate bonds |
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Closed-end funds |
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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) |
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Any security future, or any put, call, straddle, option, or privilege on a particular security |
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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 pre-clearance through UMB Fund Services (UMB) or through MCMs 401(k) plan (Great-West). Sales or exchanges of Marsico Fund shares must be pre-cleared by Compliance .
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:
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Municipal securities and foreign sovereign debt, including bills, bonds or notes |
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Any put, call, straddle, option, or privilege on a group or index of securities |
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Any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency |
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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:
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Direct obligations of the U.S. government (e.g. Treasury securities) |
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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 money market funds |
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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) |
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Interests in a state-sponsored college savings 529 plan |
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Investments that are not securities, such as commodities, foreign currencies, futures, options, or other derivatives (if not based directly on particular Restricted-Reportable Investments). However, any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency must be reported quarterly and/or annually as described in Section 2.B. above. |
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.
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 Trustees 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 companys securities are held by a Fund, or are under consideration for purchase or sale by the Fund. See Section G below.
D. Summary of General Conduct Guidelines for Personal Investments
Specific Limitations on Personal Investing: The Code generally prohibits Covered Persons from purchasing Restricted-Reportable Investments, but permits them to hold, acquire, or sell these and other 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 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. |
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2. | With respect to the Marsico Funds, an Employee may not, in connection with the 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.
Here are a few examples of conduct that must be avoided under the conduct guidelines:
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Causing a Fund to invest (or not invest) in a security to achieve a personal benefit for a Covered Person rather than for the benefit of the Fund |
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Causing a Fund to buy a security to support or drive up the value of a Covered Persons own investment in the security |
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Causing a Fund not to sell a security to protect a Covered Persons own investment |
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Exploiting knowledge of Fund transactions to profit from their market effects |
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Selling a security for a Covered Persons 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 that Employees 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:
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Shares of publicly traded common stock or preferred stock |
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Corporate bonds |
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Closed-end funds |
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Exchange-traded funds (ETFs) or exchange-traded notes (ETNs) or similar products that are linked to securities indices, sectors/industries, or commodities |
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Any security future, or any put, call, straddle, option, or privilege on a particular security |
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Shares of MCM Sub-Advised Funds |
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b. Holding previously acquired Restricted-Reportable Investments . Despite restrictions on purchasing these securities, Covered Persons may hold Restricted-Reportable Investments purchased before a related Employee joined Marsico (except for shares of MCM Sub-Advised Funds, as discussed in e. below) and may hold ETFs and/or ETNs purchased prior to 9/1/08.
c. Sales or Exchanges of Restricted-Reportable Investments. Covered Persons may sell a Restricted-Reportable Investment if a related Employee complies 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 securities, Covered Persons 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, Covered Persons may acquire Restricted-Reportable Investments through:
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Dividend reinvestment plans (if a Covered Person previously owned Restricted-Reportable Investments and elected to participate in such a plan, and does not make discretionary additional purchases) |
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The receipt or exercise of rights, warrants, or other securities granted to a companys 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) |
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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. |
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Non-volitional Transactions. A Covered Person may acquire or divest Restricted-Reportable Investments through non-volitional transactions that the person generally does not 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. |
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e . Holding of shares of MCM Sub-Advised Funds. A Covered Person must dispose of, and may not hold shares of, an MCM Sub-advised Fund after a related Employee joins Marsico. Covered Persons who acquired MCM Sub-advised Fund shares prior to a related Employees 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:
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Marsico Fund shares may only be purchased through UMB or Great-West. Marsico Fund shares may not be purchased through brokers or other channels. |
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If a Covered Person acquired Marsico Fund shares through brokers or other channels other than UMB or Great-West before a related Employee joined Marsico, the Covered Person must initiate a transfer of the shares to UMB or Great-West, or sell the shares within 60 days of joining Marsico |
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Covered Persons must hold all Marsico Fund shares for at least 30 days after purchase. Waivers may be granted in cases of death, disability, or other special circumstances approved by the Compliance Department (such as systematic withdrawal programs). Automatic investments into Marsico Fund shares (eg. generated by ongoing systematic bi-monthly contributions into the Great-West 401(k) plan or an ongoing automatic investment plan into a UMB account) are exempt from the 30 day hold period (standard Compliance preclearance of the sale is still required). Sanctions may be imposed for a violation up to and including disgorgement of any profit on a sale. The Compliance Departments 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:
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An Employee may obtain a hardship withdrawal or borrow against an MCM 401(k) Plan account with Great-West, even though such a withdrawal or 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
A Covered Person 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.
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a. Purchase, holding, or sale of Reportable Investments
A Covered Person (or financial adviser, trustee or other person) may, without pre-clearance, buy, hold, exchange, sell, or sell short Reportable Investments, including the following:
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Municipal securities and foreign sovereign debt, including bills, bonds or notes |
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Any put, call, straddle, option, or privilege on a group or index of securities |
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Any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency |
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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)
b. Purchase, holding, or sale of Investments that are not Covered Securities
A Covered Person (or 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:
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Direct obligations of the U.S. government (e.g. Treasury securities) |
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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 money market funds |
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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) |
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Interests in a state-sponsored college savings 529 plan |
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Investments that are not securities, such as commodities, foreign currencies, futures, options, or other derivatives (if not based directly on particular Restricted-Reportable Investments). However, any put, call, straddle, option or privilege entered into on a national securities exchange relating to foreign currency must be reported quarterly and/or annually as described in Section D.2.a above. |
(REMINDER: You do not need to report activity in or holdings of Investments that are not Covered Securities)
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D.3. Sale Transactions Requiring Pre-Clearance
A Covered Person may sell or exchange a Restricted-Reportable Investment (including Marsico Fund shares or other securities) if the person follows 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), a related Employee 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 Vice President, 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 Marsicos rules. A violation by an Employee or a related Covered Person may expose the Employee to sanctions, may require a trade to be canceled, and the Covered Person or related Employee 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 for Shares of Marsico Funds. As a general principle, Covered Persons should engage in personal securities transactions in the Marsico Funds for investment purposes rather than to generate short-term trading profits. Therefore, Covered Persons are generally prohibited from selling 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 Persons securities transactions do not coincide with those of MCMs 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.
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D.4. Special Transactions Requiring Pre-Clearance of Purchase or Sale
a. Employment Arrangements . A Covered Person may buy or sell Restricted-Reportable Investments, including options under a present or former employment arrangement , and may exercise or sell any options, if the employer or an affiliate issues the securities or options. An Employee must obtain MCMs prior approval if a related Covered Person enters into such an arrangement to receive options or other securities in connection with a new employment arrangement commencing after the Employee has joined MCM. (see form of Approval of Investment in Limited Offering). [Covered in b. below]
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 a related Employee obtains MCMs 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.
A Covered Person may sell an interest in a Limited Offering without restrictions (unless the person will receive an interest in an Initial Public Offering in return, which requires MCMs 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).
A Covered Person 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 the persons 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.
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 MCMs consideration of the investment, MCMs 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 a Covered Persons ownership of certain personal or family companies or partnerships that do not hold assets primarily 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
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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 the Employee obtains MCMs prior approval (see form of Special Account Certification). Approval will require that:
(1) 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 the Employee has no direct or indirect influence or control over the Special Account or investment decisions made for it;
(2) The Employee (and any related person) does 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 the Employee (or related Covered Person) any investment decision to be implemented for the Special Account until after the decision has been implemented; and
(4) The Employee completes the form of Special Account Certification (or its equivalent) and any other documents requested by MCM; report the existence of the Special Account in periodic holdings and transaction reports; and report securities holdings and transactions in the Special Account through account statements or otherwise if requested.
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 a related Employee obtains the prior approval of MCMs 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 Employees 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.
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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.
(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 Persons 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. MCMs 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.
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(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 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 maintained any account in which any securities (Covered Securities or not) were held during the quarter for your or any related Covered Persons 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. MCMs 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.
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(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 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. You must confirm that the information contained in these confirmations and statements or transaction reports accurately reflects all reportable holdings for the period .
(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 Persons 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.
(e) The date that you submitted the report.
(f) Certifications: Initially, annually, and following any 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.
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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. Voluntary cooperation with MCMs internal compliance and reporting systems may assist MCM to efficiently manage and resolve compliance issues as well as benefit Employees. Efforts to obscure Code violations may result in sanctions. Employees who in good faith report violations of the Code or other MCM 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.
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). MCMs 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. MCMs Insider Trading Policy is also designed to ensure that MCMs proprietary information, including MCM securities
1 | All violations of this Code must periodically be reported to MCMs Chief Compliance Officer. |
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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 companys 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 MCMs written approval. Approval generally will be granted only if MCM believes that board service is consistent with the best interests of Marsicos 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/Relationships: Employees should consider their fiduciary responsibilities to MCM and its clients in connection with outside business activities and family members employment arrangements. Outside business activities and employment arrangements should not interfere with the Employees responsibilities at MCM, and Employees should be sensitive to the appearance of potential conflicts of interest. A potential conflict of interest may appear to exist when an Employees or family members private or personal interests could significantly interfere with the interests of MCM or its clients, including the Marsico Funds.
To help MCM manage potential conflicts of interest, please inform the Compliance Department or Legal Department of any significant business activities or family employment arrangements that might appear to raise potential conflicts of interest, including, but not limited to, business or employment relationships with a broker-dealer or other service
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provider to MCM, a company in which MCM invests or may invest, a client or potential client of MCM, or another firm that has a significant relationship with MCM. Any questions should be directed to the Compliance Department or Legal Department.
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.
Accepting Gifts or Entertainment
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. Subject to restrictions on receiving gifts and entertainment based on MCMs provision of services to ERISA plans , as discussed further below , you may accept gifts of a nominal value ( i.e., no more than $100 annually from one person) such as gift baskets or food items. (MCM does not consider trinkets such as pens, key chains, Lucite tombstones, logo-emblazoned items or similar promotional items of de minimis value to be gifts.) 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).
Employees should not accept gifts, meals, or entertainment from anyone based on MCMs position in providing investment management services to ERISA plans (or to pooled funds on behalf of such plans), or based on the value or amount of business conducted with ERISA plans (or with pooled funds on behalf of such plans), without pre-approval by the Compliance Department. If such gifts or entertainment are inadvertently accepted, please promptly notify the Compliance Department.
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.
Giving Gifts or Entertainment
Subject to restrictions on giving gifts and entertainment to representatives of ERISA plans, Taft Hartley clients (e.g. union clients or prospects), and foreign public officials, as described further below , 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, foreign public officials, or clients or potential clients of MCM. Subject to the restrictions discussed below, 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.
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Employees should not give gifts, meals, or entertainment to anyone in connection with MCMs position in providing investment management services to ERISA plans (or to pooled funds on behalf of such plans), or based on the value or amount of business conducted with ERISA plans (or with pooled funds on behalf of such plans). Employees also should not give any gifts, meals or entertainment to Taft-Hartley clients (union clients or prospects) or foreign public officials (for example, public officials that run sovereign wealth funds) . If such gifts, meals or entertainment are inadvertently given, please promptly report to the Compliance Department.
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:
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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); |
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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); |
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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); |
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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); |
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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); |
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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); |
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A copy of each written approval granted to an Employee (including the reasons supporting such decision) relating to a Covered Persons 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 |
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A copy of each Employees 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 Funds 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.
MCMs Chief Compliance Officer must approve the Code on behalf of MCM. On an annual basis, MCMs 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.
MCMs Compliance Department is responsible for providing, as necessary, any training and education to Employees regarding compliance with the Code.
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 MCMs supervision or control), if the MCM-Supervised Person:
(i) | Has access to non-public information regarding any MCM clients 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; |
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(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 persons Beneficial Ownership interest ordinarily extends to securities held in the name of a spouse, minor children, relatives resident in the persons home, or unrelated persons in circumstances that suggest a sharing of financial interests, such as when the person makes a significant contribution to the financial support of the unrelated person, or shares in profits of the unrelated persons securities transactions. Key factors in evaluating Beneficial Ownership include the persons ability to benefit from the proceeds of a security, and the extent of the persons 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.
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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 Marsicos 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).
The following forms are available in the MCM Forms public drive:
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Initial Personal Holdings Report; |
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Quarterly Personal Transaction Report; |
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Annual Personal Holdings Report; |
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Sample Letter to Broker or Other Institution; |
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Initial/Annual Certification of Compliance with Code of Ethics; |
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Approval of Investment in Limited Offering; |
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Approval of Investment in Initial Public Offering; |
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Special Account Certification; |
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Pre-clearance Form. |
22
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 | |
Approved by: |
/s/ Steven Carlson | |
Title: |
Chief Compliance Officer | |
Effective Date: |
December 6, 2011 |
23
Exhibit (p)(12)
BOSTON ADVISORS, LLC
CODE OF ETHICS
Effective October 5, 2011
TABLE OF CONTENTS
BA, LLC Code of Ethics V. 2.2 Effective October 5, 2011
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BA, LLC Code of Ethics V. 2.2 Effective October 5, 2011
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BOSTON ADVISORS, LLC.
CODE OF ETHICS
I . | INTRODUCTION |
This Code of Ethics (Code) has been established in accordance with the Investment Advisers Act of 1940 (Advisers Act), Rule 204A-1, and the Investment Company Act of 1940 (Company Act), Rule 17j-1. As a subadviser to mutual funds 1 , Boston Advisors, LLC (Boston Advisors) is subject to both rules. This Code intends to prevent and detect actual or potential conflicts of interest or unethical conduct by all 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 Boston Advisors and is subject to Boston Advisors supervision and control (Supervised Persons). All Supervised Persons of Boston Advisors shall receive this Code. This Code governs personal investing, securities transactions and related activities of Supervised Persons and certain family members. You are required to follow certain procedural requirements designed to enforce and verify compliance with the Code. If you have been determined to be a Mutual Fund Access Person additional provisions apply.
Sanctions have been established for violations of either substantive or procedural requirements. Sanctions may range from warnings and reversals of trades to suspension or termination of employment, and, in some cases, referral to regulatory agencies for civil or criminal proceedings.
It is your responsibility to read this Code carefully and understand the provisions that apply to you. You are required to sign an Acknowledgement Form which signifies your understanding of the terms of the Code and your consent to be governed by it. Questions related to this Code should be directed to the Chief Compliance Officer or another member of the Compliance Department. Should one believe, or have any reason to believe, that a violation of the Code has occurred or is about to occur, that person should contact the Chief Compliance Officer. This Code will be interpreted by the Chief Compliance Officer in a manner considered fair and equitable, but in all cases from the perspective of placing its clients interests first. This Code is intended solely for internal use by Boston Advisors and does not constitute evidence that conduct violating this Code violates any federal or state securities laws. Boston Advisors does not intend for this Code to give rise to private rights of action that would not exist in the absence of this Code.
II. | STATEMENT OF GENERAL POLICY |
Boston Advisors seeks to foster a reputation for integrity and the highest standards of professionalism. The confidence and trust placed in us by our clients is something we value and strive to protect. Boston Advisors and its Supervised Persons have a fiduciary obligation to at all times place the interests of its clients first and to first offer investment opportunities to clients before Boston Advisors or its Supervised Persons may act on them. To further that goal, Boston Advisors has created this Code to reassure that none of its Supervised Persons shall engage in any act, practice or course of conduct that would violate the fiduciary duty owed by Boston Advisors and its Supervised Persons to our clients in accordance with various federal and state securities laws 2 .
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Boston Advisors is a subadviser to the AXA Equitable Funds Trust and EQ Advisors Trust and the Broad Allocation Strategy Fund, a Series of the FundVantage Trust. |
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Federal Securities Laws means the Securities Act of 1933 (15 U.S.C. 77a-aa), the Securities Exchange Act of 1934 (15 U.S.C. 78a-mm), the Sarbanes-Oxley Act of 2002 (Pub. L. 107-204, 116 Stat. 745 (2002)), the Investment Company Act of 1940 (15 U.S.C. 80a), the Investment Advisers Act of 1940 (15 U.S.C. 80b), Title V of the Gramm-Leach-Bliley Act (Pub. L No. 106-102, 113 Stat. 1338 (1999), any rules adopted by the Commission under any of these statues, the Bank Secrecy Act (31 U.S.C 5311-5314; 5316-5332) as it applies to funds and investment advisers, and any rules adopted thereunder by the Commission or the Department of Treasury. |
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Without limiting in any manner the fiduciary duty owed by Boston Advisors and its Supervised Persons to clients, Boston Advisors believes that it is appropriate and desirable that our Supervised Persons purchase and sell Securities for themselves provided that such securities transactions comply with the spirit of and the specific restrictions and limitations set forth in this Code. Boston Advisors believes this approach fosters a continuing personal interest in such investments by those responsible for the supervision of Boston Advisors clients portfolios.
III. | PROTECTION OF CLIENT AND OTHER NON-PUBLIC INFORMATION |
3.1 General Statement . Supervised Persons are prohibited from improperly disclosing or misusing Boston Advisors securities recommendations and client holdings and transactions. All Supervised Persons are required to safeguard company information in such a way that it is protected from misuse, distribution or destruction. All Supervised Person workstations shall be password protected and Supervised Persons shall keep their passwords secure. Company and client documents and information are firm property and shall not be converted to personal use or distributed for personal use.
3.2 Disclosure of Client Identity and Securities Transactions . With the exception of information already made public and except to the extent necessary to open and maintain client accounts, effectuate securities transactions and comply with applicable law, no Supervised Person may, without express permission by the client, directly or indirectly, communicate to any person who is not an Supervised Person or other approved agent of Boston Advisors ( e.g. , legal counsel) any non-public information relating to any client, including, without limitation: client identity or identifying information ( i.e. social security number), client holdings, any purchase or sale considered on behalf of any client, etc.
3.3 Disclosure of Holdings of Mutual Funds Subadvised by Boston Advisors . The Advisers Act Rule 204A-1 was adopted in response to a number of enforcement actions taken against various investment advisers alleging violations of their fiduciary obligations to clients, including mutual fund clients. One area of concern has been the disclosure of material (as defined in the Glossary of Terms at the end of this Code) non-public information about fund portfolios which enabled persons affiliated and unaffiliated with the particular adviser to engage in market timing of fund. 3 Supervised Persons must abide the rules established by the Mutual Fund itself. Regarding the Mutual Funds subadvised by Boston Advisors, i.e. the AXA Equitable Funds Trust and EQ Advisors Trust and the Broad Allocation Strategy Fund, no disclosure of holdings is permitted without the prior written consent of the Chief Compliance Officer.
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Examples of enforcement actions include: In the Matter of Strong Capital Management, Inc. (adviser disclosed material nonpublic information about fund portfolio holdings to hedge fund, and permitted own chairman and hedge fund to engage in undisclosed market timing of funds managed by Adviser); In the Matter of Alliance Capital Management, L.P., (disclosure of material nonpublic information about certain mutual fund portfolio holdings permitted favored client to profit from market timing). |
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IV. | RESTRICTIONS ON PERSONAL TRADING AND RELATED ACTIVITIES |
4.1 Definition of Security and Beneficial Interest. In order to comply with the personal trading restrictions of this Code, you must have an understanding of the terms Security and Beneficial Ownership as used in the Code.
Security , as defined in Rule 204A-1, 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, transferable share, investment contract, certificate of deposit for a security, 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 or in general, any interest or instrument commonly known as a security, or warrant or right to subscribe to or purchase any of the foregoing type of equity or debt instrument (such as common and preferred stocks, and corporate and government bonds or notes), shares in offshore funds, municipal obligations, closed end mutual funds and exchange traded funds and any instrument representing, or any rights relating to, a security (such as certificates of participation, depositary receipts, put and call options, warrants, convertible securities and securities indices).
For purposes of Rule 204A-1 and the Code, all Securities require pre-clearance under this Code, EXCEPT the following:
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Shares of open end Mutual Funds; |
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Direct obligations of the U.S. Government; |
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Bankers acceptances, bank certificates of deposit; commercial paper, and high quality short term debt instruments, including repurchase agreements; |
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Shares of money market funds. |
Beneficial Ownership is defined as a direct or indirect pecuniary interest that is held or shared by you directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise). The term pecuniary interest in turn generally means your opportunity directly or indirectly to receive or share in any profit derived from a transaction in a security or transaction whether or not the security or the relevant account is in your name. You are presumed under the Code to have an indirect pecuniary interest as a result of:
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Ownership of a security by your spouse or minor children; |
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Ownership of a security by your other family members sharing your household (including an adult child, a stepchild, a grandchild, a parent, stepparent, grandparent, sibling, mother- or father-in-law, sister- or brother-in-law, and son- or daughter-in-law); |
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Your share ownership, partnership interest or similar interest in the portfolio Securities held by a corporation, general or limited partnership or similar entity you control; |
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Your right to receive dividends or interest from a security even if that right is separate or separable from the underlying securities; or |
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Your right to acquire a security through the exercise or conversion of a derivative. |
4.2 General Restrictions on Investing by Supervised Persons. Personal investing and securities transactions and related activities must be conducted in such a manner as to avoid any actual or potential conflict of interest or abuse of your fiduciary position of trust and responsibility. All personal securities transactions should be made in amounts that are consistent with your normal investment practices and with an investment outlook rather than a trading outlook. Short term trading (day-trading) or market timing of your personal accounts is not permitted. Repeated instances of short term trading or market timing may lead to a suspension of your personal trading privileges. You should not conduct your personal investing in such a manner that the amount of time dedicated to personal investing and securities transactions is at the expense of time that should be devoted to your work functions.
4.3 Specific Restrictions on Investing by Supervised Persons.
Trading on Inside Information. Trading securities while in possession of material, non-public information or improperly communicating that information to others exposes an offender to stringent penalties. Criminal sanctions may include a fine of up to $1,000,000 and/or ten years imprisonment. The Securities and Exchange Commission can recover the profits gained or losses avoided through the violative trading, impose a penalty of up to three times the illicit windfall and issue an order permanently barring an offender from the securities industry. Finally, an offender may be sued by investors seeking to recover damages for insider trading violations. Regardless of whether a government inquiry occurs, however, any violation of Boston Advisors policy prohibiting insider trading is viewed seriously by Boston Advisors. Such violations constitute grounds for disciplinary sanctions, including dismissal. Boston Advisors policy prohibiting insider trading is drafted broadly and will be applied and interpreted in a similar manner. Before executing any trade for yourself or another person, including another client of Boston Advisors, you must determine whether you have access to material, non-public information. If you think you might have access to material, non-public information, you should take the following steps:
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Report the information and proposed trade immediately to the Chief Compliance Officer or another member of the Compliance Department; |
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Do not purchase or sell the securities on behalf of yourself or others, including other clients of Boston Advisors; and |
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Do not communicate the information inside or outside Boston Advisors other than to the Chief Compliance Officer, other member of the Compliance Department or Outside Counsel. |
After the Chief Compliance Officer and/or Boston Advisors Outside Counsel has reviewed the issue, the Chief Compliance Officer and/or Boston Advisors Outside Counsel will determine whether the information is material and non-public and, if so, what action Boston Advisors should take.
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NO Supervised Person of Boston Advisors may purchase or sell any security while in possession of material, non-public information concerning the security. |
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NO Supervised Person of Boston Advisors that knows of material, non-public information may communicate that information to any other person, other than as permitted in this Code. |
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NO Supervised Person of Boston Advisors that knows of material, non-public information may recommend trading in securities, or otherwise cause the purchase or sale of any security, about which he or he has material, non-public information. |
Competing with Client Trades . No Supervised Person may, directly or indirectly, purchase or sell a security in such a way that the Supervised Person knew, or reasonably should have known, that such a security transaction competes in the market with any actual or considered security transaction for any client of Boston Advisors or otherwise personally acts to injure any of our clients security transactions.
Personal Use of Client Trading Knowledge. No Supervised Person may use the knowledge of securities purchased or sold by any client of Boston Advisors or securities being considered for purchase or sale by any client of Boston Advisors to profit personally, directly or indirectly, by the market effect of such transactions.
Transacting in Securities Under Consideration, Traded or Pending Execution; Recommended List(s). No Supervised Person may, directly or indirectly, knowingly execute a personal Securities transaction on a day during which: (a) the same security is being considered for purchase or sale by a Portfolio Manager on behalf of a client, (b) the same security is the subject of a pending buy or sell order, until that security ceases being considered for purchase or sale or the buy or sell order is executed or withdrawn or (c) the security is currently on Boston Advisors Recommended List. Portfolio Managers and portfolio team members will be presumed to know of any transaction conducted that day for any account that is managed by them. All Supervised Persons will be presumed to know that a security may be subject to client trading during the 48 business hours after the security is added to a recommended list.
Initial Public Offerings and Private Placements . Without obtaining prior written approval from the Chief Compliance Officer, no Supervised Person may, directly or indirectly, purchase any security sold in an Initial Public Offering or pursuant to a Private Placement Transaction. Purchases of initial public offerings and private placements are restricted because they present actual or perceived conflicts of interest. 4
In considering such a request from a Supervised Person, the Chief Compliance Officer will take into account, among other considerations, whether the investment opportunity should be reserved for Boston Advisors clients, whether the opportunity is being offered to you by virtue of your position at Boston Advisors and whether the opportunity is likely to present actual or perceived conflicts of interest with Boston Advisors duties to its clients. It should be understood that approval of these transactions will be given only in special circumstances, and normally will be denied.
Futures and Related Options. Without the prior approval of the Chief Compliance Officer, no Supervised Person shall use futures or related options on a security to evade the restrictions of this Code. In other words, no Supervised Person may use futures or related options transactions with respect to a security if this Code would prohibit taking the same position directly in the security.
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In the Matter of Monetta Financial Services, Inc. (Investment Adviser to mutual funds improperly allocated IPO shares in which funds could have invested to certain access persons of the funds without adequate disclosure or approval.); In the Matter of Ronald V. Speaker and Janus Capital Corporation (portfolio manager made a profit on same day purchase and sale of debentures in which fund could have invested, and failed to disclose transactions to the fund or obtain prior consent). |
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Short Selling. Short selling of securities is permitted. However, to avoid any conflict of interest, you may not sell short securities that are held long in your client accounts.
V. | PRE-CLEARANCE REQUIREMENTS AND PROCEDURES |
5.1 Procedures for Pre-clearance of Trades . All Supervised Persons must pre-clear securities transactions, unless exempt under Section VIII below. No personal securities transactions requiring pre-clearance can take place prior to 3pm. The pre-clearance system is accomplished via email. Prior to 2 p.m. Supervised Persons who wish to pre-clear securities transactions are required to send an email to the email group established on Outlook as Personal Trading Email Request. The personal trading reviewer shall collect all pre-clearance requests and send an email listing the securities, without reference to the party requesting pre-clearance. The email shall be sent to all Portfolio Managers and the Trading Desk. If any Portfolio Manager has already traded the security for a client or anticipates trading a security before the end of the day, the Portfolio Manager shall reply to the email request stating that the pre-clearance cannot be granted. The reviewer shall also compare the pre-clearance request to the current Restricted List(s). If the security in question has not been traded for a client that day nor is found on the current Restricted List(s), the reviewer shall reply back to the person requesting pre-clearance that the transaction is ok to trade. The response by the reviewer is expected to be no later than 3pm. Approval must be affirmative, meaning that no response by the reviewer shall not be deemed to be an approval. If you do not receive a response from the reviewer by 3pm, please send a reminder email and wait for approval.
If the trade has not been executed by the end of the same trading day the pre-clearance request will lapse. In order to effect the trade the following day, a new pre-clearance request must be made.
All pre-clearance requests are checked by compliance against Supervised Persons statements to ensure that no trade was executed: (1) without pre-clearance request and (2) that had been expressly denied.
VI. | SUPERVISED PERSONS REPORTING OF TRANSACTIONS AND HOLDINGS |
Each Supervised Person is responsible under the provisions of the Code to disclose to Boston Advisors its personal securities transactions and holdings. .
6.1 Initial Personal Holdings Report. Upon hire, each Supervised Person must file with the Chief Compliance Officer an Initial Personal Holdings Report acceptable to the Chief Compliance Officer of all securities in which such Supervised Person has a Beneficial Ownership or as to which such Supervised Person has direct or indirect influence or control. The information must be as of the date the person became a Supervised Person. In each case, this report must contain the following information as to each such security and be submitted within 10 days of becoming a Supervised Person.
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the title and type of security, ticker or CUSIP symbol, and number of shares or principal amount so owned or controlled; |
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the name of any broker/dealer, or bank maintaining the account in which such security is held; and |
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the date the report is submitted. |
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6.2 Quarterly Statements. Each Supervised Person is required to permit duplicate statements to be sent directly to the Compliance Department and assist the Compliance Department in getting access to the statements. The Compliance Department reserves the right to require Supervised Persons to maintain their accounts with select brokers for ease of receipt of information at a later date. Such quarterly statements must be received within 30 days of the end of the quarter.
6.3 Annual Investment Holdings Report. Each Supervised Person must file a Holdings Report as of January 30 th of each year, acceptable to the Chief Compliance Officer, listing the personal securities holdings including securities in which such Supervised Person has Beneficial Ownership or over which such Supervised Person has direct or indirect influence or control for the period ended December 31 st of the previous year and which contains the following information:
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the title and type of security, ticker or CUSIP symbol, and number of shares or principal amount so owned or controlled; |
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the name of any broker/dealer, or bank maintaining the account in which such security is held; and |
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the date the report is submitted. |
Annual Holdings Reports must be less than 45 days old. No Report will be accepted that is more than 45 days old.
6.4 Annual Certification of Compliance . Boston Advisors will distribute a certification form to each Supervised Person which must be completed annually (by paper or electronic means specified by the Chief Compliance Officer from time to time) that he or she (i) has read and understands the Code and recognizes that he or she is subject thereto, (ii) has complied with the requirements of the Code and (iii) has disclosed or reported all personal Securities transactions required to be disclosed or reported pursuant to the requirements of the Code.
6.5 Collection and Review of Employee Statements by Compliance . Account statements for portfolio managers and other employees who execute trades for client accounts will be collected and holdings will be manually entered and reconciled in APX. Account statements for all other employees will be collected and physical copies will be maintained by Compliance. All employee statements will be subject to quarterly review to determine whether trades placed in employee accounts were 1. pre-cleared and 2. whether any trades occurred in employee accounts the same day as a client account (or in the case of a mutual fund access person, within the restricted period for sub-advised mutual funds). Further for employees whose accounts are reconciled and maintained in APX, additional analytics will be performed by Compliance to review for items such as overall performance, trends and portfolio turnover.
Confidentiality of employee accounts will be ensured with the following measures: 1. names and custodial account numbers for employee accounts will not be included in APX. 2. a confidential, randomly selected number will be assigned to each employee account by a member of the compliance department and will be maintained in a password protected file, 3. access to any account designated as an employee account will be limited and will not be available to unauthorized users in APX.
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VII. | ADDITIONAL RESTRICTIONS APPLICABLE TO MUTUAL FUND ACCESS PERSONS |
7.1 Code of Ethics of Mutual Funds . In addition to this Code, Mutual Fund Access Persons are also subject to the Rule 17j-1 Codes of Ethics established by the respective Mutual Fund. Each Mutual Fund Access Person is required to agree to be bound by this Code and the Code for the particular Fund. The determination of whether an employee is deemed to be a Mutual Fund Access Person is made by the Compliance Department and takes into consideration factors such as the employees role and potential for actual real-time knowledge of trading plans for the Mutual Fund as a result of their inclusion on investment teams, physical proximity to team meetings or being on the distribution group for the Restricted List(s).
If an employee is deemed to be a Mutual Fund Access Person, persons to which the employee shares a pecuniary interest, as described in Section 4.1 above Beneficial Interest are also subject to these additional restrictions (Ex: Boston Advisors employee is deemed an access person, conditions of the restrictions also apply to employees spouse).
7.2 Mutual Fund Access Persons Seven-Day Blackout . No Mutual Fund Access Persons shall, directly or indirectly, purchase or sell any security in which he or she has, or by reason of such purchase acquired, any beneficial ownership within a period of seven (7) calendar days before (unless the Mutual Fund Access Persons in good faith did not know at such time that the security was being considered for purchase or sale) and after the client with respect to which he or she is an Mutual Fund Access Persons has purchased or sold such security. In the case of the Broad Allocation Strategy Fund, this provision applies to Exchange Traded Funds.
The seven days before element of this restriction is based on the premise that Mutual Fund Access Persons can normally be expected to know, when he or she is effecting a personal trade, whether any Mutual Fund client as to which he is designated an Mutual Fund Access Persons will be trading in the same security seven days later. A Mutual Fund Access Person has an affirmative obligation to recommend and/or effect suitable and attractive trades for clients regardless of whether such trade will cause a prior personal trade to be considered in apparent violation of this restriction. It would constitute a breach of fiduciary duty and a violation of this Code to delay or fail to make any such recommendation or transaction in order to avoid a conflict with this restriction.
VIII. | SECURITIES AND TRANSACTIONS EXEMPT FROM PRE-CLEARANCE |
The following categories of securities and transactions are exempt from Pre-Clearance Requirements of Section V of the Code.
8.1 Exempt Securities .
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Shares of registered open-end investment companies; |
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Direct obligations of the U.S. Government; |
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Bankers acceptances, bank certificates of deposit; commercial paper, and high quality short term debt instruments, including repurchase agreements; |
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Shares of money market funds; |
8.2 Exempt Transactions.
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Purchases or sales of Securities for an account over which you have no direct or indirect influence or control, such as an account under full discretionary management with an SEC registered investment adviser; |
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Purchases or sales of Securities which occur as a result of operation of law, or any margin call (provided such margin call does not result from your withdrawal of collateral within 10 days before the call); however, evidence of broker initiated margin call will be required to ensure that the transaction was not a voluntary sell. |
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Purchases of Securities which are part of an Automatic Investment Plan; |
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Automatic purchases of a money market fund as a result of a brokerage account sweep feature that invests idle cash; |
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Purchases of Securities made by exercising rights distributed by an issuer pro rata to all other holders of a class of its Securities or other interests to the extent such rights were acquired by you from the issuer; |
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Assignment of options or exercise of an option at expiration. |
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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. |
IX. | MISCELLANEOUS |
9.1 Acceptance of Gifts. No Supervised Person shall accept any gift or other thing of more than de minimus value from any person or entity that does business with or on behalf of Boston Advisors without obtaining prior written approval of the Chief Compliance Officer. The Chief Compliance Officer may, from time to time, issue guidelines as to the type and value of items that would be considered subject to this restriction. Please send an email to the Chief Compliance Officer explaining the giving or receipt of gift including the following: Name and position of recipient/donor and cost or value of gift. The Chief Compliance Officer will maintain a log of gifts given and received.
9. 2 Gifts to Clients. No Supervised Person shall make any gift or other thing of more than de minimus value to any person or entity on behalf of Boston Advisors without obtaining prior written approval of the Chief Compliance Officer.
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9. 3 Taft-Hartley Trust Clients . No Supervised Person shall make any gift or other thing of any value to any Taft-Hartley trust client, prospective client or union official without obtaining prior written approval of the Chief Compliance Officer. 5
9.4 Pay to Play Prohibitions. Pay-to-play is the practice of making campaign contributions and payments to elected officials to attempt to influence the awarding of advisory contracts for the management of public pension assets and similar government investment accounts. Rule 206(4)-5 of the Advisers Act was adopted to address pay-to-play issues. The Rule limits the political contributions (federal, state and local) that advisers, its executives and certain of its employees can make. The restriction does not ban employees rights to make political contributions, instead it bans the right of Boston Advisors to receive compensation for two years from when it or any employee made the payment.
As such, no Supervised Person shall make any payment, gift or other thing of value to a third party for solicitation or receipt of government related investment business (Federal, State and Local) ex: public pension funds. This restriction does not ban your right to make political contributions. Political contributions may be made, however, they will need to be disclosed to Boston Advisors for purposes of our testing of compliance with Rule 206(4)-5.
9.5 Public Company Board Service and Other Affiliations . No Supervised Person may serve on the board of directors of any publicly traded company, absent prior written approval by the Chief Compliance Officer.
X. | RECORDKEEPING REQUIREMENTS |
Boston Advisors is required to maintain and preserve records relating to this Code of the type and in the manner and form and for the time period prescribed from time to time by applicable law. Each Supervised Person shall cooperate with Boston Advisors to meet its reporting requirements. Currently, Boston Advisors is required by law to maintain and preserve in an easily accessible place:
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a copy of this Code (and any prior Code of Ethics that was in effect at any time during the past five years) for a period of five years; |
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a record of any violation of this Code and of any action taken as a result of such violation for a period of five years following the end of the fiscal year in which the violation occurs; |
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a copy of each report (or information provided in lieu of a report) submitted under this Code for a period of five years, provided that for the first two years such copy must be preserved in an easily accessible place; |
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a list of all persons who are, or within the past five years were, required to make, or were responsible for reviewing, reports pursuant to this Code; |
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a copy of each report provided to any Mutual Fund as required by paragraph (c)(2)(ii) of Rule 17j-1 under the Company Act or any successor provision for a period of five years following the end of the fiscal year in which such report is made, provided that for the first two years such record shall be preserved in an easily accessible place; and |
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Gifts to Taft-Hartley Trust Clients is regulated by the U.S. Department of Labor which requires that detailed information concerning all gifts, including gifts of de minimus value, be reported annually and certified by the President of Boston Advisors. |
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a written record of any decision, and the reasons supporting any decision, to approve the purchase by a Supervised Person of any security in an Initial Public Offering or Private Placement Transaction for a period of five years following the end of the fiscal year in which the approval is granted. |
XI. | SANCTIONS |
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Any violation of the substantive or procedural requirements of this Code will result in the imposition of such sanctions as the Chief Compliance Officer may deem appropriate under the circumstances of the particular violation, as well as the violators past history of violations. Violations, including those involving deception, dishonesty or knowing breaches of law or fiduciary duty, will be considered in one or more of the most severe violations regardless of the violators history of prior compliance. |
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Sanctions may include, but are not limited to: cancellation of trade, a warning, a letter of caution, suspension or termination personal trading privileges, a fine, disgorgement of profits generated or payment of losses avoided, restitution to an affected client, suspension of employment without pay, demotion, termination of employment, referral to the SEC or other civil authorities or trade groups, referral to criminal authorities. |
In applying sanctions, the Chief Compliance Officer will be directed by guidelines established by senior management from time to time, setting forth suggested sanctions for specific types of violations, including a schedule of escalating penalties for repeat violations in some areas.
XII. | GLOSSARY OF TERMS |
Supervised Person means:
i. |
Any of Boston Advisors employees, officers or directors: 6 |
a. | Who has access to nonpublic information regarding any clients purchases or sale of securities, or nonpublic information regarding the portfolio holdings of any reportable fund, or |
b. | Who is involved in making securities recommendations to clients, or who has access to such recommendations that are nonpublic. |
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Officers who have access to or are in the position to obtain actual trading information and practices of Boston Advisors are subject to the reporting and pre-clearance requirements of this Code to effectuate personal trades. Independent Members of the Board of Directors of Boston Advisors and minority shareholders who are not employees and who do not have actual real-time knowledge of the firm trading information and practices of Boston Advisors are not subject to the reporting or pre-clearance requirements but are subject to the other terms and requirements of this Code. |
BA, LLC Code of Ethics V. 2.2 Effective October 5, 2011
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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.
Beneficial Ownership is defined as: a direct or indirect pecuniary interest that is held or shared by you directly or indirectly (through any contract, arrangement, understanding, relationship or otherwise) in a security. The term pecuniary interest generally means your opportunity directly or indirectly to receive or share in any profit derived from a transaction in a security whether or not the security or the relevant account is in your name or is held in an ordinary brokerage or retirement plan account. Although this concept is subject to a variety of SEC rules and interpretations, you should know that you are presumed under the Code to have an indirect pecuniary interest as a result of:
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Ownership of a security by your spouse or minor children |
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Ownership of a security by your other family members sharing your household 7 (including an adult child, a stepchild, a grandchild, a parent, stepparent, grandparent, sibling, mother- or father-in-law, sister- or brother-in-law, and son- or daughter-in-law); |
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Your share ownership, partnership interest or similar interest in the portfolio held by a corporation, general or limited partnership or similar entity you control; |
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Your right to receive dividends or interest from a security even if that right is separate or separable from the underlying securities; or |
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Your right to acquire a security through the exercise or conversion of a derivative. |
Chief Compliance Officer means Tanya A. Kerrigan or such other officer or Supervised Person of Boston Advisors designated from time to time by Boston Advisors to receive and review reports of purchases and sales by Supervised Persons, and to address issues of personal trading. Alternate Designated Officer(s) means the Supervised Person or Supervised Persons of Boston Advisors designated from time to time by Boston Advisors to receive and review reports of purchases and sales, and to address issues of personal trading and to act for the Chief Compliance Officer in his or her absence.
Control means the power to exercise a controlling influence over the management or policies of Boston Advisors, unless such power is solely the result of an official position with Boston Advisors. Ownership of 25% or more of a companys voting stock is presumed to give the holder control of the company.
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In the case of unmarried persons who share a household and combine their financial resources in a manner similar to that of married persons, each person will be presumed to have Beneficial Ownership in the securities and transactions of the other. You are presumed to have a Beneficial Ownership in any Security held by family members who share a household. In certain unusual cases this presumption will not apply if the Chief Compliance Officer determines, based on all of the relevant facts, that the attribution of these family members Security transactions to you is not applicable. However, you must have the Chief Compliance Officer make that determination in advance. In the case of unmarried persons who share a household and combine their financial resources in a manner similar to that of married persons, each person will be presumed to have Beneficial Ownership in the securities and transactions of the other. |
BA, LLC Code of Ethics V. 2.2 Effective October 5, 2011
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Initial Public Offering means an offering of securities registered under the Securities Act of 1933 the issuer of which immediately before the offering, was not subject to the reporting requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934.
Material Information generally means information that a reasonable investor would consider important in making an investment decision. Generally, this is information whose disclosure will have a substantial effect on the price of a companys securities. No simple bright line test exists to determine when information is material; assessments of materiality involve a highly fact-specific inquiry. Information dealing with the following subjects is likely to be found material in particular situations 8 :
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proposals; plans or agreements (even if preliminary in nature) involving mergers, acquisitions; |
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divestitures, recapitalizations and purchases or sales of substantial assets; |
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earnings results or changes in earnings estimates; |
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major changes in management; changes in dividends; changes in debt ratings; public offerings; |
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significant litigation or government agency investigations; liquidity problems; |
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pending statistical reports (e.g., consumer price index, money supply and retail figures, interest rate developments). |
Material Information may be positive or adverse. If a lawsuit is brought alleging that insider trading occurred, the benefit of hindsight may be introduced in a proceeding to argue that the information was material. Accordingly, when in doubt about whether particular Nonpublic Information is material, please exercise extreme caution. Consult the Chief Compliance Officer or outside counsel before making a decision to disclose such information or to trade in or recommend securities to which that information relates.
Mutual Fund means an Investment Company registered as such under the Company Act (i.e., a mutual fund) and for which Boston Advisors serves as investment adviser or subadviser including the EQ/Boston Advisors Equity Income Portfolio and the Broad Allocation Strategy Fund, a series of the FundVantage Trust.
Mutual Fund Access Persons means the employees designated as Mutual Fund Access Persons by the Compliance Department which shall take into consideration the employees role and potential for actual real-time trading knowledge and investment plans for the Mutual Fund as a result of their inclusion on investment teams, physical proximity to team meetings or being on the distribution group for the Restricted List(s). As to other accounts, he or she is simply a Supervised Person. The Chief Compliance Officer shall maintain a list of Mutual Fund Access Persons and no Supervised Person shall be a Mutual Fund Access Persons until the Chief Compliance Officer at such status has advised them.
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Material Information may also relate to the market for a companys Securities. Information about a significant order to purchase or sell Securities may, in some contexts, be deemed material. Similarly, pre-publication information regarding reports in the financial press also may be deemed material. For example, the Supreme Court upheld the criminal convictions of insider trading defendants who capitalized on pre-publication information about The Wall Street Journals Heard on the Street column. |
BA, LLC Code of Ethics V. 2.2 Effective October 5, 2011
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Nonpublic Information means information that has not been disseminated broadly to investors in the marketplace. Tangible evidence of such dissemination is the best indication that the information is public. To show that information is public, you should be able to point to some fact showing that it is widely disseminated; i.e., publication in daily newspapers, or disclosure in widely circulated public disclosure documents. Even when there has been public disclosure of information you learned about before its public disclosure, you generally must wait until public investors absorb the information before you can treat the information as public. Nonpublic Information may include:
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information available to a select group of analysts or brokers or institutional investors; |
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undisclosed facts that are the subject of rumors, even if the rumors are widely circulated; |
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information that has been entrusted to a Company on a confidential basis until a public announcement of the information has been made and enough time has elapsed for the market to respond to a public announcement of the information (normally two or three days). |
If you have questions of as to the materiality of information or whether information is Nonpublic consult the Chief Compliance Officer or other member of the Compliance Department, Outside Counsel or assume that the information is Nonpublic and therefore it is confidential.
Outside Counsel means Mr. Mark Tarallo, attorney with Morse Barnes Brown and Pendleton, LP 1601 Trapelo Road, Suite 205, Waltham, MA 02451.Email.mtarallo@mbbp.com: Website: www.mbbp.com Phone: (781) 622-5930.
Private Placement Transaction means a limited offering as defined from time to time in Rule 17j-l under the 1940 Act. Currently, this means an offering exempt from registration under the Securities Act of 1933 pursuant to Section 4(2) or 4(6) or Rule 504, 505 or 506 under that Act.
A Security , as defined in Rule 204A-1, 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, transferable share, investment contract, certificate of deposit for a security, 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 or in general, any interest or instrument commonly known as a security, or warrant or right to subscribe to or purchase any of the foregoing type of equity or debt instrument (such as common and preferred stocks, and corporate and government bonds or notes), shares in offshore funds, municipal obligations, closed end mutual funds and exchange traded funds and any instrument representing, or any rights relating to, a security (such as certificates of participation, depositary receipts, put and call options, warrants, convertible securities and securities indices).
A security is being considered for purchase or sale when a portfolio manager intends on executing a transaction, on behalf of a client, for purchase or sale of a particular security before the end of the trading day or has already executed a transaction for purchase or sale of a particular security on behalf of a client.
BA, LLC Code of Ethics V. 2.2 Effective October 5, 2011
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Exhibit (P)(14)
Montag & Caldwell, LLC
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 Firms 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 Firms 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 non-public 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 non-public. All supervised persons will comply with applicable Federal securities laws. 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 Funds investment adviser if they make, participate in, or obtain information regarding the purchase and sale of the funds securities, or if their functions relate to the making of any recommendations for such transactions.
To establish standards of practice and to avoid any misunderstanding by either M&C or our employees, there follows a statement of M&Cs 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 at www.cfapubs.org/doi/pdf/10.2469/ccb.v2010.n14.1 or 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 Institutes 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. |
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Listed below are specific areas of interest in which M&Cs 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 CCO 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 compile trading activity quarterly in order to report to the Management Committee, 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 report such activity through the Personal Trading Control Center (PTCC) application of Compliance Science and have his or her participation approved by the Management Committee.
Outside Directorship It is against M&Cs policy for employees to serve on the board of directors of a company, the stock of which could be purchased for M&Cs 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 prior to acceptance . 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) which requires reporting through the PTCC application of Compliance Science.
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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 advisers securities recommendations and client securities holdings and transactions in addition to that of issuers. M&Cs 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&Cs 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.
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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&Cs 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&Cs 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 having 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.
1.2 | 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 receive authorization via the PTCC application of Compliance Science to ensure among other things that it is not on the Restricted Stock List. A security is placed on this list when M&Cs 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
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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.
All personal securities transactions with the exception of the SECURITIES NOT SUBJECT TO RESTRICTIONS must be pre-cleared using the PTCC application from Compliance Science. The Director of Trading will assist in the PTCC approval process. All transactions must be effected promptly by Access Persons upon approval and may not contain price limits. All Access Persons are obligated to provide designated M&C personnel with a list of all of their accounts which contain reportable securities and must agree to having transmitted to designated M&C personnel all transactions as well as security holdings through the Compliance Science interface with their brokers. 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.
M&Cs investment strategy generally involves the selection of approximately 30 to 40 high-quality growth stocks for inclusion in the large capitalization model portfolio and 45 to 65 high-quality growth stocks for inclusion in the mid-capitalization model portfolio in accordance with M&Cs investment disciplines. All Client portfolios mirror the applicable model portfolio, limited only by any restrictions imposed by a particular Client.
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
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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 clients 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 clients 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 clients 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 Persons request for trade authorization is submitted and there is no knowledge by the Access Person of orders in any such securities which will or should be executed on that day.
Initial Security Allocation is prompted by M&Cs receipt of a new clients 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.
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 Section 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 M&C 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. The PTCC application of Compliance Science will be used for the required notifications.
2.1 | Securities Not Subject to Restrictions. |
Exempt from the restrictions hereof are:
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Purchases or sales of shares of mutual funds with the exception of purchases or sales of shares of any 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.) |
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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. |
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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&Cs 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:
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If such securities are not being considered for client accounts. |
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If prior approval has been received via PTCC. |
3.5 | Private Placements |
No Access Person shall purchase any security, which is the subject of a private offering unless prior approval has been received via PTCC.
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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 and target maturity.
4. | Reporting Requirements |
4.1 | M&Cs 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 advisers 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 Persons holdings report. This information will be provided to M&C via PTCC.
4.2 | Access Persons 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 provided to M&C via PTCC.
Every Access Person must provide an initial holdings report upon employment and an annual holdings report thereafter which will be received via PTCC.
4.3 | Initial Holdings Report |
Every Access Person must provide the Human Resources Director 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:
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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; |
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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; |
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The date the report is submitted. |
4.4 | Annual Holdings Report |
Annually, no later than February 15 th of each year, the Human Resources Director will certify that holdings information for each Access Person has met the requirements for the Initial Holdings Report stipulated in 4.3.
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 M&C and via PTCC 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
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The covered security in which the Access Person had any direct or indirect beneficial ownership; |
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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; |
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The nature of the transaction (i.e., purchase, sale or any other type of acquisition or disposition); |
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The price of the covered security at which the transaction was effected; |
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The name of the broker, dealer or bank with which the transaction was effected; |
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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 occurred in their accounts during the period.
It is also the policy of M&C to require that an employee provide via the PTCC application information as to any new account, opened, in which securities are or can be held. 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.
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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 via the PTCC application.
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 Directors 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 will be a factor in the pre-clearance process in PTCC.
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 may 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&Cs 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 30, 2011
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SEC RULE 206(4)-5 Pay to Play Prohibition
I 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. A list of all political contributions will be reported via the PTCC application on the Compliance Science website.
ADDITIONALLY FOR ALL OFFICERS
I did not make a campaign contribution or payment in excess of $350 to a candidate for whom I was entitled to vote at the time of the contribution and $150 to any one candidate for whom I was not entitled to vote at the time of the contribution for a designated State of Georgia Office or a political party defined as:
1. | Any committee, club, association, partnership, corporation, labor union, or other group of persons which receives contributions during a calendar year from persons who are members or supporters of the committee and which contributes funds to one or more candidates for public offices or campaign committees of candidates for public office; and |
2. | A separate segregated fund which means a fund which is established, administered, and used for political purposes by a business entity, labor organization, membership organization, or cooperative and to which the business entity, labor organization, membership organization, or cooperative solicits contributions. |
Also, I did not:
a. | Solicit any person or political action committee to make a campaign contribution or payment to a candidate for a designated State Office or political party; |
b. | Coordinate campaign contributions or payments to a candidate for a designated State Office or political party; |
c. | Fund campaign contributions or payments to a candidate for a designated State Office or political party made by third parties, including consultants, attorneys, family members or persons controlling the investment firm; or |
d. | Engage in any exchange of campaign contributions or payments between State officials or political parties to circumvent the intent of the restrictions. |
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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.
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MONTAG & CALDWELL
2012
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 (CCO) and the Director of Trading are critical to the implementation and enforcement of Montag & Caldwells policy and procedures prohibiting insider trading.
Montag & Caldwells 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
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Each employee will certify his/her understanding of this law by signing the Code of Ethics on the hire date and annually thereafter. |
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The CCO 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. |
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Employees will certify annually that they have read and understood Montag & Caldwells Compliance Manual that covers Insider Transactions. |
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The Chief Investment Officer or the Management Committee will determine what is or is not material non-public information. |
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Securities recommendations and client securities holdings and transactions will be kept confidential. |
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If it has been determined that an employee of Montag & Caldwell has in his or her possession material non-public information, Management will |
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Implement measures to prevent dissemination of such information. |
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If necessary, restrict the employee from trading in the securities. |
2. | Detection of Insider Trading - |
To detect insider trading, Montag & Caldwell will require:
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that the Firms Restricted Stock List be reviewed for clearance of an access persons ticket for any personal security transaction prior to placement for execution. |
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that the CCO continually review the trading activity of each access person. |
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a quarterly review of all employee trading activity by the CCO who will provide a report to the Management Committee. |
3. | 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. For any new buy recommendation, each security analyst will disclose any personal ownership on the cover sheet for the recommendation. |
4. | Special Reports to Management |
Promptly, upon learning of a potential violation of Montag & Caldwells Non-Public Information (Insider-Trading) Policy , Montag & Caldwells CCO will prepare a written report to the Management Committee providing full details and recommendations for further action.
5. | Annual reports to Management |
On an annual basis, the CCO will prepare a written report to the Management Committee of Montag & Caldwell setting forth the following:
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A summary of existing procedures to detect and prevent insider trading, |
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Full details of any investigation, either internal or by a regulatory agency, of any suspected insider trading and the results of such investigation, |
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An evaluation of the current procedures and any recommendations for improvement. |
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Exhibit (p)(16)
UBS Global Asset ManagementAmericas
Code of Ethics
June 30, 2011
UBS Global Asset ManagementAmericas: Code of Ethics
Table of contents
1. | Introduction | 3 | ||||||
2. | Types of Accounts | |||||||
2.1 | Covered Accounts | 5 | ||||||
2.2 | Joint Accounts | 5 | ||||||
2.3 | Investment Clubs | 5 | ||||||
3. | Establishing Covered Accounts | |||||||
3.1 | Use of Authorized Brokers | 5 | ||||||
3.2 | Discretionary Accounts | 6 | ||||||
3.3 | Reporting | 6 | ||||||
3.4 | Copying Compliance Department on Statements and Confirms | 7 | ||||||
4. | Trading Restrictions | |||||||
4.1 | Definition of Security | 7 | ||||||
4.2 | Preclearance Requirements | 7 | ||||||
4.3 | Frequency | 9 | ||||||
4.4 | Holding Period | 9 | ||||||
4.5 | Lockout Period | 9 | ||||||
4.6 | Prohibited Transactions | 10 | ||||||
4.7 | Initial Public Offerings | 10 | ||||||
4.8 | Investment in Partnerships and other Private Placements | 10 | ||||||
4.9 | Options | 10 | ||||||
4.10 | Futures | 11 | ||||||
5. | Reporting and Certification Requirements | |||||||
5.1. | Initial Holdings Report and Certification | 11 | ||||||
5.2 | Quarterly Transactions Report for Covered Persons and Interested Directors | 12 | ||||||
5.3 | Quarterly Transactions Report for Independent Directors | 12 | ||||||
5.4 | Annual Certification for Covered Persons, Interested Directors and Independent Directors | 12 | ||||||
6. | Administration and Enforcement | |||||||
6.1 | Review of Personal Trading Information | 12 | ||||||
6.2 | Annual Reports to the Mutual Fund Boards of Directors and UBS Global CEOs | 13 | ||||||
6.3 | Sanctions and Remedies | 13 | ||||||
List of Funds |
Appendix A | |||||||
Trade Request Form |
Appendix B | |||||||
Outside Account Request Form |
Appendix C | |||||||
Private Placement Request Form |
Appendix D | |||||||
Discretionary Account Attestation |
Appendix E | |||||||
Consultants and Temporary Employee Reporting Requirements |
Appendix F | |||||||
Transaction Requirement Matrix |
Appendix G | |||||||
List of Authorized Broker-Dealers |
Appendix H | |||||||
Employee Outside Affiliation / Outside Business Form |
Appendix I |
2
UBS Global Asset ManagementAmericas: Code of Ethics
UBS GLOBAL ASSET MANAGEMENT-AMERICAS
Code of Ethics
1. | Introduction |
UBS Global Asset Management (UBS Global AM) 1 has many important assets. Perhaps the most valuable is its established and unquestioned reputation for integrity. Preserving this integrity demands the continuing alertness of every employee. Each employee must avoid any activity or relationship that may reflect unfavorably on UBS Global AM as a result of a possible conflict of interest, the appearance of such a conflict, the improper use of confidential information or the appearance of any impropriety. Although no written code can take the place of personal integrity, the following, in addition to common sense and sound judgment, should serve as a guide to the minimum standards of proper conduct.
UBS Global AM insists on a culture that promotes honesty and high ethical standards. This Code of Ethics (Code) is intended to assist Employees in meeting the high ethical standards UBS Global AM follows in conducting its business. The following general principles must govern your activities:
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You have a duty to place the interests of Clients first |
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You must avoid or appropriately manage any actual or potential conflict of interests |
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You must not take inappropriate advantage of your position at UBS Global AM |
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You must comply with all applicable laws, rules and regulations of the countries in which we operate. |
If you violate the Code or its associated policies and procedures UBS Global AM may impose disciplinary action against you as more fully described in Section 6.3 below.
This Code is designed to ensure, among other things, that all employees conduct their personal securities transactions in a manner where clients interests are placed first and foremost and are consistent with the law. Any conduct that violates this Code is unacceptable and always constitutes an activity beyond the scope of the employees legitimate employment.
The Code is designed to detect and prevent conflicts of interests between its employees, officers and directors and its Advisory Clients 2 that may arise due to personal investing activities. UBS Global AM also has established separate procedures designed to detect and prevent insider trading (Insider Trading Policy and Procedures), which should be read together with this Code.
Personal investing activities of Covered Persons (defined below) can create conflicts of interests that may compromise our fiduciary duty to Advisory Clients. As a result, Covered Persons must avoid any transaction that involves, or even appears to involve, a conflict of interests, diversion of an Advisory Client investment opportunity, or other impropriety with respect to dealing with an Advisory Client or acting on behalf of an Advisory Client.
As fiduciaries, Covered Persons must at all times comply with the following principles:
a. | Client Interests Come First. Covered Persons must scrupulously avoid serving their own personal interests ahead of the interests of Advisory Clients. If a Covered Person puts his/her own personal interests ahead of an Advisory Clients, or violates the law in any way, he/she will be subject to disciplinary action, even if he/she is in technical compliance with the Code. |
1 When used in this Code UBS Global Asset Management and UBS Global AM includes UBS Global Asset Management (US) Inc. and UBS Global Asset Management (Americas) Inc.
2 Advisory Client means any client (including but not limited to mutual funds, closed-end funds and separate accounts) for which UBS Global AM serves as an investment adviser or sub-adviser, to whom it renders investment advice, or for whom it makes investment decisions.
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UBS Global Asset ManagementAmericas: Code of Ethics
b. | Avoid Taking Advantage. Covered Persons may not make personal investment decisions based on their knowledge of Advisory Client holdings or transactions. The most common example of this is front running, or knowingly engaging in a personal transaction ahead of an Advisory Client with the expectation that the Advisory Clients transaction will cause a favorable move in the market. This prohibition applies whether a Covered Persons transaction is in the same direction as the transaction placed on behalf of an Advisory Client (for example, two purchases) or the opposite direction (a purchase and sale). |
If you are uncertain whether a real or apparent conflict exists in any particular situation or if you become aware of a violation, you should consult with the Compliance Department immediately.
This Code applies to UBS Global AM and the registered investment companies for which UBS Global AM serves as investment manager, investment advisor and/or principal underwriter (Funds) that are listed on Appendix A (which may be amended from time to time). The Code sets forth detailed policies and procedures that Covered Persons of UBS Global AM must follow in regard to their personal investing activities. All Covered Persons are required to comply with the Code as a condition of continued employment.
Who is subject to the Code?
Covered Persons. For purposes of this Code, Covered Person is defined as:
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Each employee, officer and director of UBS Global AM, their spouses and members of their immediate families; 3 |
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An employee, officer or director of any UBS AG affiliate who is domiciled on the premises of UBS Global AM for a period of 30 days or more; and |
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Consultants and other temporary employees hired for a period of 30 days or more whose duties include access to UBS Global AMs technology and systems, and/or trading information in any form, unless they obtain a written exemption from the Compliance Department. Consultants and other temporary employees who are employed for less than a 30-day period, but who have access to UBS Global AMs trading information, will be subject to the reporting requirements described in Appendix G. |
Interested Directors of a Fund. Directors of any Fund that is an Advisory Client (current Funds are listed on Appendix A) who are not Covered Persons but who are affiliated with another subsidiary of UBS AG (Interested Directors) are subject to the following sections of the Code, except if covered by Independent Directors of a Fund below:
Section 4.5 Lockout Period
Section 5.1 Initial Holdings Report and Certification
Section 5.2 Quarterly Transactions Report for Covered Persons and Interested Directors
Section 5.4 Annual Certification for Covered Persons, Interested Directors and Independent Directors
Independent Directors of a Fund. Directors of a Fund who are not affiliated with UBS Global AM (Independent Directors) as well as Interested Directors who do not have access to non-public information regarding the Portfolio Holdings of any fund advised by UBS Global AM or who are not involved in making securities recommendations or have access to such recommendations that are not public are subject only to the following sections of the Code:
Section 4.5 Lockout Period
3 Immediate family includes your spouse, children and/or stepchildren and other relatives who live with you if you contribute to their financial support.
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UBS Global Asset ManagementAmericas: Code of Ethics
Section 5.3 Quarterly Transactions Report for Independent Directors
Section 5.4 Annual Certification for Covered Persons, Interested Directors and Independent Directors
2. | Types of Accounts |
2.1 Covered Accounts
Covered Account includes any securities account (held at a broker-dealer, transfer agent, investment advisory firm, bank, or other financial services firm) in which a Covered Person has a beneficial interest or over which a Covered Person has investment discretion or other control or influence. 4 Restrictions placed on transactions executed within a Covered Account also pertain to investments held outside of an account over which a Covered Person has physical control, such as a stock certificate. 5
2.2 Joint Accounts
Covered Persons are prohibited from entering into a joint account with any Advisory Client.
2.3 Investment Clubs
Covered persons are prohibited from participating in investment clubs.
3. | Establishing Covered Accounts |
3.1 Use of Authorized Brokers
Generally, Covered Persons may maintain a Covered Account only with authorized broker-dealers. The
current list of Authorized Brokers, which is subject to change from time to time, is included in Appendix I. Any exceptions to this rule must be approved in writing by the Compliance Department (See Appendix C for the appropriate form). However, Covered Persons hired on or before December 31, 2001 and who maintain a Covered Account at an unauthorized broker-dealer that was opened on or before June 30, 2002 may continue to maintain the account with the unauthorized broker. Covered Persons must obtain prior written approval from the Compliance Department to open a futures account.
Exceptions. The following Covered Accounts may be maintained away from an Authorized Broker without obtaining prior approval. Note: Covered Persons are required to report all Covered Accounts pursuant to the Reporting and Certification Requirements of Section 5 below.
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Mutual Fund Only Accounts. Any account that permits a Covered Person only to buy and sell shares of open-end mutual funds for which UBS Global AM does not serve as investment adviser or subadviser and cannot be used to trade any other types of securities like stocks or closed-end funds. |
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401 (k) Plans. Any account with a 401 (k) retirement plan that a Covered Person established with a previous employer, provided that the investments in the plan are limited to pooled investment options (e.g., open-end mutual funds). A 401 (k) plan account that permits you to trade individual securities or invest in pools consisting of securities of a single issuer must be approved by the Compliance Department. The UBS SIP plan or any successor UBS 401 (k) plan is not an excepted account within this definition. |
4 Beneficial interest in an account includes any direct or indirect financial interest in an account.
5 Covered Accounts also include accounts for which a Covered Person has power of attorney, serves as executor, trustee or custodian, and corporate or investment club accounts.
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UBS Global Asset ManagementAmericas: Code of Ethics
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Investments in the Physical Control of a Covered Person. Covered Persons may maintain physical possession of an investment (for example, a stock certificate). |
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You must obtain approval to maintain the following Covered Accounts: |
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Investments Directly with Issuers (or their Transfer Agents). Covered Persons may participate in direct investment plans that allow the purchase of an issuers securities without the intermediation of a broker-dealer provided that timing of such purchases is determined by the plan (e.g., dividend reinvestment plans (DRIPS)). Such investments must be approved prior to the initial purchase of the issuers securities. Once approved, you are not required to preclear purchases or sales of shares in the plan, although transactions and holdings must be reported. However, if you withdraw the securities and hold a certificate or transfer them to a brokerage account, subsequent sales are subject to preclearance as well as the 30-day holding period. |
3.2 | Discretionary Accounts |
Covered Persons must obtain Compliance Department approval in order to open discretionary securities accounts. A discretionary account is one where all investment decisions are made by a third-party who is unrelated to the Covered Person or is not otherwise a Covered Person (Discretionary Account). Although Discretionary Accounts are exempt from the provisions of Section 4 (Trading Restrictions) of this Code, they are still Covered Accounts and must comply with all other provisions of this Code, including this Section and Section 5 (Reporting and Certification Requirements). In order to obtain necessary approval to open a Discretionary Account, Covered Persons must provide the following to the Compliance Department:
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A copy of the signed Investment Advisory Agreement and/or any other relevant documents creating the Account that demonstrate that the fiduciary has full investment discretion; and |
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A signed attestation (See Appendix F) that, if the Covered Person discusses any specific strategies, industries or securities with the independent fiduciary, the Covered Person will pre-clear any related trades that result from the discussion. (Note that if no such discussions take place in advance of transactions, preclearance is not required). |
The Compliance Department will review Discretionary Account trading for abuses and conflicts and reserves the right to cancel approval of a Discretionary Account and to subject all of the accounts trades to preclearance and other requirements of this Code. Discretionary Accounts may not be used to undermine these procedures.
3.3 | Reporting |
Covered Persons must disclose all reportable accounts and investments within 10 calendar days after commencing employment or association with UBS Global Asset Management. Covered Persons will be required to review and update their holdings, securities account transactions and confirm they have read and understand the Code of Ethics quarterly and annually thereafter,.
Initial holdings information must be current as of a date not more than 45 days prior to your hire date. Please note that you cannot conduct personal trades until you have received a log in and password from the iTrade System.
Covered Persons are responsible for notifying the Compliance Department at the time any Covered Account is opened and immediately upon making or being notified of a change in ownership or account number. The notification should be submitted in writing to the Compliance Department and include the broker name, name of the account, the date the account was opened, account number (if new account) or, if the account number changed, the old number and the new number and the effective date of the change.
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UBS Global Asset ManagementAmericas: Code of Ethics
3.4 | Copying the Compliance Department on Statements and Confirms |
The Compliance Department receives automatic feeds of trade confirmations and account statements from Authorized Brokers. However, for accounts maintained away from Authorized Brokers, Covered Persons must arrange for the Compliance Department to receive directly from the executing broker-dealer, bank, or other third-party institution duplicate copies of trade confirmations for each transaction and periodic account statements for each Covered Account. Covered Persons are not required to provide duplicate confirms and statements for Mutual Fund Only Accounts.
If You Cannot Arrange for Duplicate Confirmations or Statements. You may wish to engage in a transaction for which no confirmation can be delivered to the Compliance Department (e.g., a transaction in a privately placed security or a transaction in individual stocks held in a 401 (k) plan). These types of transactions require the prior written approval of the Compliance Department and will involve additional reporting requirements.
4. | Trading Restrictions |
4.1 | Definition of Security |
In this Code, the term security means any interest or instrument commonly known as a security, whether in the nature of debt or equity, including but not limited to any option, futures contract, shares of registered open-end investment companies (mutual funds) advised or subadvised by UBS Global AM, warrant, note, stock, treasury stock, bond, debenture, evidence of indebtedness, certificate of interest or any participation in or right to subscribe to or purchase any such interest or instrument. For purposes of these trading restrictions and the reporting requirements described in Section 5, the term security does not include direct obligations of the U.S. government, bankers acceptances, bank certificates of deposit, commercial paper, high-quality short-term debt instruments (including repurchase agreements), or shares of registered open-end investment companies (mutual funds) for which UBS Global AM does not serve as investment adviser or subadviser. (See Appendix (A) for a list of funds advised or subadvised by UBS Global AM).
4.2 | Preclearance Requirements |
Covered Persons must obtain prior written approval before purchasing, selling or transferring any security, or exercising any option (except as noted below).
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The Process. The preclearance process is done electronically through iTrade or in the event the system is down, involves the following three steps: |
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Complete the Form. Covered Persons must complete a Trade Request Form (See Appendix B) and submit it to the Compliance Department before making a purchase, sale or transfer of a security, or exercising an option. |
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Wait for Approval. The Compliance Department will review the form and, as soon as practicable, determine whether to authorize the transaction. |
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Execute Before the Approval Expires. A preclearance approval for a transaction is only effective on the day you receive approval (regardless of time). |
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If your trade is not fully executed by the end of the day, you must obtain a new preclearance approval before your order (or the unfilled portion of your order) can be executed. Accordingly, limit orders and good til cancelled instructions must be withdrawn by the end of the day, unless a new approval is obtained. |
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UBS Global Asset ManagementAmericas: Code of Ethics
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Exceptions. Covered Persons do not need to preclear the following types of transactions. Please see the Transaction Requirement Matrix in Appendix H for a summary of the preclearance requirements. |
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Open-End Investment Company Shares (Mutual Funds), including funds offered within a 529 College Savings Plan. Purchases and sales of mutual funds do not require preclearance and are not subject to the reporting requirements of Section 5. However, certain holding period requirements apply to open-end registered investment companies advised or subadvised by UBS Global AM (see Section 4.3 herein). |
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Unit Investment Trusts (UlTs). Purchases and sales of unit investment trusts do not require preclearance. |
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Exchange Traded Funds (ETFs). Purchases and sales of Exchange Traded Funds that are based on a broad-based securities index do not require preclearance. Transactions in all other ETFs, including industry or sector-based funds, must be precleared. |
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Certain Corporate Actions. Acquisitions of securities through stock dividends, dividend reinvestments, stock splits, reverse stock splits, mergers, consolidations, spin-offs, or other similar corporate reorganizations or distributions generally applicable to all holders of the same class of securities do not require preclearance. |
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Rights. Acquisition of securities through the exercise of rights issued by an issuer pro rata to all holders of a class of its securities, to the extent the rights were acquired through the rights offering and not through the secondary market. |
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UBS Savings and Investment Plan and Third Party 401 (k) Plans. Any transaction in these plans is generally exempt from the preclearance requirements, unless the plan permits a Covered Person to trade individual securities (e.g., shares of stock), in which case such transactions are subject to preclearance. |
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UBS AG Securities. Transactions by Covered Persons in UBS securities 6 generally are exempt from the preclearance requirements. Covered Persons who are deemed company insiders are not eligible for this exception and must preclear all purchases and sales of UBS securities. In addition, any Covered Person who possesses material non-public information regarding UBS AG is prohibited from engaging in transactions in UBS securities. |
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Futures and Options on Currencies, Commodities and Broad Based Indices. A Covered Person is not required to preclear commodities, currencies and broad based indices. 7 |
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Transactions in Discretionary Accounts. Except under certain circumstances, a Covered Person is not required to preclear transactions in a Discretionary Account. |
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NOTE: All transactions, including those exempt from the preclearance requirement (other than mutual funds), are subject to the reporting requirements (See Section 5). |
6 Note that Independent Directors of a mutual fund managed or advised by UBS Global AM are prohibited from purchasing or otherwise acquiring or holding any security issued by UBS.
7 The term Broad-based Securities Index is not easily defined. Generally, a Broad-based Securities Index covers a wide range of companies and industries. Only futures and options on a Broad-based Securities Index are exempt from the pre-clearance requirement. The Compliance Department will maintain a list of approved Broad-based Securities Indices and, if you are unsure as to whether a particular index qualifies under the Code, you should consult the Compliance Department.
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UBS Global Asset ManagementAmericas: Code of Ethics
4.3 | Frequency |
In order to ensure that Covered Persons are not distracted from servicing Advisory Clients, Covered Persons should not engage in more than 20 transactions per month. (Note: This does not include repetitive transactions such as rolling futures contracts or broad based ETFs).
4.4 | Holding Period |
If a Covered Person is required to preclear a transaction in a security, he/she also must hold the security for at least 30 days.
As a result, Covered Persons may not:
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buy a security or Related Investment within 30 days after selling that security or Related Investment; or |
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sell a security or Related Investment within 30 days after purchasing that security or Related Investment. |
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Please refer to the Transaction Requirement Matrix in Appendix H. |
Related Investments are investments whose value is based on or derived from the value of another security, including convertible securities and derivative securities such as options, futures and warrants.
Exceptions.
a. | UITs although not subject to preclearance, must be held for at least 30 days. |
b. | Shares of registered open-end investment companies advised or sub-advised by UBS Global must be held for at least 30 days. |
c. | If a security has experienced a loss equal to at least 10% of the purchase price, the Covered Person may sell the security in less than 30 days, with prior approval from the Compliance Department. |
d. | If you receive restricted stock as part of your compensation, you are not required to hold it for 30 days after it vests. |
4.5 | Lockout Period |
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General. Investment Personnel 8 are prohibited from buying, selling or transferring any security if they know that the security, or Related Investment, was purchased or sold on behalf of an Advisory Client five days or less prior thereto or will be purchased or sold on behalf of an Advisory Client within five days therefrom. Personal trades in securities that are effected in close proximity to the addition or deletion of such security to or from a model will be closely scrutinized. Pre clearance through iTrade should not be equated with pre-clearance of conflicts. |
(i) | Covered Persons are prohibited from executing a securities transaction on a day during which any client or fund has a pending or executed buy or sell in the same security. |
(ii) | Trade Reversals. Even if a personal transaction is pre-cleared, such personal transaction is subject to being reversed after-the-fact. Furthermore, as indicated below, the Compliance Department may require any violator to disgorge any profits or absorb any losses associated with the relevant security. In short, Covered Persons assume the risk (financial or otherwise) associated with any trade reversal. |
8 Investment Personnel include Covered Persons who are portfolio managers, research analysts, traders and any other person who, in connection with his or her regular functions or duties, makes or participates in making recommendations to clients regarding the purchase or sale of securities or has functions or duties relating to the making of recommendations regarding purchases and/or sales.
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UBS Global Asset ManagementAmericas: Code of Ethics
(iii) | Broad-based Securities Indices. A Covered Persons knowledge that a security will be purchased or sold by an account managed with a quantitative model that tracks the performance of a Broad-Based Securities Index, such as the S&P 500 or the Russell 1000, does not trigger the lockout period. Futures and options transactions on Broad-based Securities Indices or currencies also are exempt from the lockout period. |
(iv) | The Chief Compliance Officer may grant individual exceptions at his/her discretion. |
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Closed-End Funds. Covered Persons, Interested Directors and Independent Directors are prohibited from buying, selling or transferring shares of any Closed-End Fund advised or sub-advised by UBS Global AM (as listed in Appendix A) within two weeks before or after any regularly scheduled Board meeting. If a Board meeting is not considered a regularly scheduled meeting and notice of such meeting is provided within less than two weeks of the meeting date, the lockout period begins upon receipt of the notice and continues until two weeks after the meeting. |
4.6 | Prohibited Transactions |
UBS Global AM views the following transactions as especially likely to create conflicts with Advisory Client interests. Covered Persons are therefore prohibited from engaging in the following transactions:
a. | Short Sales. Covered Persons are prohibited from entering into a net short position with respect to any security. |
b. | Futures. Purchase or sale of futures that are not traded on an exchange, as well as options on any type of futures (exchange-traded or not) are prohibited. This prohibition does not apply to currency forwards (futures or otherwise). |
c. | Securities Issued by Suppliers & Vendors. Covered Persons who have information about or are directly involved in negotiating a contract with a supplier or vendor of UBS Global AM may not purchase securities issued by that supplier or vendor. |
4.7 | Initial Public Offerings |
Covered Persons are prohibited from acquiring securities in an initial public offering (other than a new offering of a registered open-end investment company).
In the event that a Covered Person holds securities in a company that has announced that it will engage in an IPO, he or she must immediately notify the Compliance Department.
4.8 | Investment in Partnerships and Other Private Placements |
Covered Persons are permitted to acquire interests in general partnerships and limited partnerships, and to purchase privately placed securities, provided they obtain prior approval from the Compliance Department. Once approved, additional capital investments (other than capital calls related to the initial approved investment) require a new approval. Covered Persons requesting permission must complete the Private Placement Request Form (See Appendix D).
4.9 | Options |
a. | Call Options: A Covered Person may purchase a call option on an individual security or ETF only if the call option has a period to expiration of at least 30 days from the date of purchase and the Covered Person either (1) holds the option for at least 30 days prior to sale or (2) holds the option |
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UBS Global Asset ManagementAmericas: Code of Ethics
and, if exercised, the underlying security, for a total period of 30 days. (Similarly, if you choose to exercise the option, you may count the period during which you held the call option toward the 30-day holding period for the underlying security or ETF.) |
A Covered Person may sell (write) a call option on an individual security or ETF only if he/she has held the underlying security (in the corresponding quantity) for at least 30 days (Covered Call).
b. | Put Options: A Covered Person may purchase a put option on an individual security or ETF only if the put option has a period to expiration of at least 30 days from the date of purchase and the Covered Person holds the put option for at least 30 days. If a Covered Person purchases a put on a security he/she already owns (Put Hedge), he/she may include the time he/she held the underlying security towards the 30-day holding period for the put. |
A Covered Person may not sell (write) a naked put on an individual security or ETF.
c. | Options on Broad-Based Indices: Covered Persons may purchase or sell an option on a Broad- based Securities Index (Index Option) only if the option has a period to expiration of at least 30 days from the date of purchase or sale. A Covered Person may buy or sell an Index Option with a period to expiration of less than 30 days from the date of purchase or sale to close out an open position only if he/she has held the position being closed out for at least 30 days or another exception under Section 4.3 (Holding Period) applies. |
Note: Covered Persons must obtain preclearance approval to exercise an option on an individual security or ETF as well as to purchase or sell such an option.
4.10 | Futures |
A Covered Person may purchase and sell exchange-traded futures and currency forwards.
Purchases and sales of futures contracts on an individual security are subject to the lockout period (See Section 4.4 above). Purchases and sales of all futures contracts are subject to the holding period requirement (See Section 4.3 above).
Note: Covered Persons must obtain preclearance approval to purchase or sell futures contracts on an individual security.
5. | Reporting and Certification Requirements |
5.1 | Initial Holdings Report and Certification |
Within 10 days after a Covered Person commences employment, he/she must certify that he/she has read and understands the Code, that he/she will comply with its requirements, and that he/she has disclosed or reported all personal investments and accounts required to be disclosed or reported. Interested Directors other than Covered Persons are also required to make this report within 10 days of becoming an Interested Director of a Fund.
Exceptions: Covered Persons are not required to report holdings in:
|
U.S. Registered Open-End Mutual Funds that are not advised or sub-advised by UBS Global AM (see Appendix A for a list of funds advised or subadvised by UBS Global AM). |
|
U.S. Government Securities 9 |
|
Money Market Instruments 10 |
|
Accounts over which a Covered Person has no direct or indirect influence or control |
9 Covered Persons are required to report transactions in Fannie Maes and Freddie Macs.
10 Money Market Instruments include bankers acceptances, bank certificates of deposit, commercial paper, and high-quality short-term debt instruments, including repurchase agreements.
11
UBS Global Asset ManagementAmericas: Code of Ethics
However, Covered Persons are required to include in initial and annual holdings reports the name of any broker-dealer or bank with which the Covered Person has an account in which any securities are held for his/her direct or indirect benefit. This information must be current as of a date not more than 45 days prior to the date the report was submitted.
5.2 | Quarterly Transactions Report for Covered Persons and Interested Directors |
Within 30 days of the end of each calendar quarter, Covered Persons must file a report of all securities and U.S.-registered open-end mutual fund transactions for which UBS Global AM serves as adviser or subadviser on a Quarterly Transactions Report unless a duplicate confirmation or similar document was sent to the Compliance Department contemporaneously with the transaction. In addition, Covered Persons are required to report any account opened during the quarter in which securities were held during the quarter (this includes accounts that hold those securities described above in Section 5.1).
5.3 | Quarterly Transactions Report for Independent Directors |
Independent Directors must file a Quarterly Transactions Report with the Compliance Department only if the Independent Director knew, or in the ordinary course of fulfilling his/her official duties as a director of a Fund should have known, that during the 15 days immediately preceding or following the date of a securities transaction in the Independent Directors Covered Accounts that:
|
the security was purchased or sold by a Fund; or |
|
a purchase or sale of the security was considered for a Fund. |
Independent Directors must file these reports within ten days of the end of the calendar quarter in which the trade occurred.
5.4 | Annual Certification for Covered Persons, Interested Directors and Independent Directors |
Annually, Covered Persons, Interested Directors and Independent Directors must certify that they have read and understand the Code, that they have complied with its requirements during the preceding year, and that they have disclosed or reported all personal transactions/holdings required to be disclosed or reported.
6. | Administration and Enforcement |
6.1 | Review of Personal Trading Information |
All information regarding a Covered Persons personal investment transactions, including the reports required by Section 5, will be reviewed by the Compliance Department, and all violations will be reported to the Chief Compliance Officer. All such information may also be available for inspection by the Boards of Directors of the Funds, the Chief Executive Officer and Legal Counsel of UBS Global AM, any party to which any investigation is referred by any of the foregoing, a Covered Persons supervisor (where necessary), the Securities and Exchange Commission, any self-regulatory organization of which UBS Global is a member, and any state securities commission.
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UBS Global Asset ManagementAmericas: Code of Ethics
6.2 | Annual Reports to Mutual Fund Boards of Directors and UBS Global CEOs |
The Compliance Department will review the Code at least annually in light of legal and business developments and experience in implementing the Code. The Compliance Department will prepare an annual report to the Boards of Directors of the Funds and the CEO of UBS Global AM that:
|
describes issues that arose during the previous year under the Code, including, but not limited to, information about material Code violations and sanctions imposed in response to those material violations; |
|
recommends changes in existing restrictions or procedures based on the experience implementing the Code, evolving industry practices, or developments in applicable laws or regulations; and |
|
certifies to the Boards that procedures have been adopted that are designed to prevent Access Persons 11 from violating the Code. |
6.3 | Sanctions and Remedies |
If the Compliance Department determines that a Covered Person or Fund Director has violated the Code, it may, in consultation with senior management, impose sanctions and take other actions deemed appropriate, including oral reprimand, issuing a letter of education, suspending or limiting personal trading activities, imposing a fine or adjusting compensation, suspending, demoting or terminating employment, and/or informing the Securities and Exchange Commission and/or other applicable regulatory authorities if the situation warrants.
As part of any sanction, the Compliance Department may require the violator to reverse the trade(s) in question and forfeit any profit or absorb any loss from the trade. Senior management will determine the appropriate disposition of any money forfeited pursuant to this section.
11 Access Person is generally defined under Rule 17J-1 under the Investment Company Act to include any director or officer of a fund or its investment adviser, and any employee of a funds investment adviser who, in connection with his or her regular functions or duties, participates in the selection of a funds portfolio securities or who has access to information regarding a funds future purchases or sales of portfolio securities.
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UBS Global Asset ManagementAmericas: Code of Ethics
List of funds
The names listed in italics are the Trust names and the indented names are the fund names within each Trust.
UBS Cashfund Inc.
UBS Investment Trust
UBS U.S. Allocation Fund
UBS Managed Municipal Trust
UBS RMA New York Municipal Money Fund
UBS RMA California Municipal Money Fund
UBS Master Series, Inc.
UBS Money Market Fund
UBS Municipal Money Market Series
UBS RMA New Jersey Municipal Money Fund
UBS RMA Money Fund, Inc.
UBS RMA Money Market Portfolio
UBS RMA U.S. Government Portfolio
UBS Retirement Money Fund
UBS RMA Tax-Free Fund, Inc.
Prime Master Fund
Tax-Free Master Fund
Treasury Master Fund
The UBS Funds
UBS Absolute Return Bond Fund
UBS Dynamic Alpha Fund
UBS Emerging Markets Debt Fund (inactive)
UBS Emerging Markets Equity Fund (inactive)
UBS Global Allocation Fund
UBS Global Bond Fund
UBS Global Equity Fund
UBS Global Frontier Fund
UBS High Yield Fund
UBS International Equity Fund
UBS U.S. Real Estate Equity Fund (inactive)
UBS Core Plus Bond Fund (formerly, UBS U.S. Bond Fund)
UBS U.S. Equity Alpha Fund
UBS U.S. Large Cap Equity Fund
UBS U.S. Large Cap Value Equity Fund
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UBS Global Asset ManagementAmericas: Code of Ethics
UBS U.S. Small Cap Equity Fund (inactive)
UBS U.S. Small Cap Growth Fund
UBS Market Neutral Multi-Strategy Fund (funded as June 30, 2010)
UBS Fixed Income Opportunities Fund (commenced on November 29, 2010)
UBS Relationship Funds
UBS Emerging Markets Debt Relationship Fund (inactive) UBS Emerging Markets Equity Relationship Fund
UBS Enhanced Yield Relationship Fund (inactive)
UBS Global Corporate Bond Relationship Fund (formerly, UBS Global Aggregate Bond Relationship Fund)
UBS Corporate Bond Relationship Fund
UBS Global Equity Relationship Fund (inactive)
UBS Global (Ex-U.S.) Bond Relationship Fund (inactive)
UBS Global (Ex U.S.) All Cap Growth Relationship Fund
UBS Global Securities Relationship Fund
UBS High Yield Relationship Fund
UBS International Equity Relationship Fund
UBS Opportunistic Emerging Markets Debt Relationship Fund
UBS Opportunistic High Yield Relationship Fund (inactive)
UBS Opportunistic Loan Relationship Fund (inactive)
UBS Short Duration Relationship Fund (inactive)
UBS Small-Cap Equity Relationship Fund
UBS Core Bond Relationship Fund (formerly, UBS U.S. Bond Relationship Fund) (inactive)
UBS Cash Management Prime Relationship Fund
UBS Core Plus Bond Relationship Fund (formerly, UBS U.S. Core Plus Relationship Fund) (inactive)
UBS U.S. Equity Alpha Relationship Fund
UBS U.S. Large-Cap Equity Relationship Fund
UBS U.S. Large Cap Growth Equity Relationship Fund
UBS U.S. Large Cap Value Equity Relationship Fund (inactive)
UBS U.S. Securitized Mortgage Relationship Fund (inactive)
UBS U.S. Treasury Inflation Protected Securities Relationship Fund
PACE Select Advisors Trust
PACE Alternative Strategies Investments
PACE International Fixed Income Investments
PACE Global Real Estate Securities Investments
PACE Government Securities Fixed Income Investments
PACE High Yield Investments
PACE Intermediate Fixed Income Investments
PACE International Emerging Markets Equity Investments
PACE International Equity Investments
PACE Large Co Growth Equity Investments
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UBS Global Asset ManagementAmericas: Code of Ethics
PACE Large Co Value Equity Investments
PACE Money Market Investments
PACE Municipal Fixed Income Investments
PACE Small/Medium Co Value Equity Investments
PACE Strategic Fixed Income Investments
PACE Small/Medium Co Growth Equity Investments
UBS Collective Funds
UBS TargetRetirement 2045 Collective Fund Series I
UBS TargetRetirement 2035 Collective Fund Series I
UBS TargetRetirement 2025 Collective Fund Series I
UBS TargetRetirement 2015 Collective Fund Series I
UBS TargetRetirement Today Collective Fund Series I
UBS TargetRetirement 2045 Collective Fund Series II
UBS TargetRetirement 2035 Collective Fund Series II
UBS TargetRetirement 2025 Collective Fund Series II
UBS TargetRetirement 2015 Collective Fund Series II
UBS TargetRetirement Today Collective Fund Series II
UBS TargetRetirement 2045 Collective Fund Series III
UBS TargetRetirement 2035 Collective Fund Series III
UBS TargetRetirement 2025 Collective Fund Series III
UBS TargetRetirement 2015 Collective Fund Series III
UBS TargetRetirement Today Collective Fund Series III
UBS TargetRetirement 2045 Collective Fund Series IV
UBS TargetRetirement 2035 Collective Fund Series IV
UBS TargetRetirement 2025 Collective Fund Series IV
UBS TargetRetirement 2015 Collective Fund Series IV
UBS TargetRetirement Today Collective Fund Series IV
Asset Allocation Funds
UBS Multi-Asset Portfolio Collective Fund
UBS Global Securities Collective Fund
UBS U.S. Balanced Collective Fund
UBS Extended Strategies Collective Fund
Global Equity Funds
UBS Global Frontier Portfolio Collective Fund
UBS Global Equity Collective Fund
UBS Global (ex-U.S.) Equity Collective Fund
UBS Global (ex-U.S.) Equity Stock Only Collective Fund
UBS All Country World (ex-U.S.) Equity Collective Fund
UBS Global Real Estate Securities Equity Collective Fund
UBS Emerging Markets Equity Collective Fund
UBS Emerging Markets Equity Completion Collective Fund
UBS Global (ex-U.S.) All Cap Growth Equity Collective Fund
UBS Global (ex-U.S.) Small Cap Growth Equity Collective Fund
UBS Emerging Markets Growth Equity Collective Fund
UBS U.S. Large Cap Value Equity Collective Fund
UBS U.S. Large Cap Growth Equity Collective Fund
UBS U.S. Large Cap Equity Collective Fund
16
UBS Global Asset ManagementAmericas: Code of Ethics
UBS U.S. All Cap Equity Collective Fund
UBS U.S. Large Cap Select Equity Collective Fund
UBS U.S. Small Cap Growth Equity Collective Fund
UBS U.S. Small Cap Equity Collective Fund
UBS U.S. Real Estate Securities Equity Collective Fund
UBS U.S. Equity Alpha Collective Fund
Global Fixed Income Funds
UBS Global Bond Collective Fund
UBS Global Aggregate Bond Collective Fund
UBS Global (ex-U.S.) Bond Collective Fund
UBS Global (ex-U.S. and Japan) Bond Collective Fund
UBS Emerging Markets Debt Collective Fund
UBS Opportunistic Emerging Markets Debt Collective Fund
Global Fixed Income Funds
UBS ALIS Active Member Collective Fund
UBS ALIS Retired Member Collective Fund
UBS U.S. Pension Liability Active Member Collective Fund
UBS U.S. Pension Liability Retired Member Collective Fund
UBS Capital Efficient U.S. Pension Liability Active Member Collective Fund
UBS Capital Efficient U.S. Pension Liability Retired Member Collective Fund
UBS U.S. Bond Collective Fund
UBS Enhanced Yield Collective Fund
UBS U.S. High Yield Collective Fund
UBS U.S. Opportunistic High Yield Collective Fund
UBS Short Duration Collective Fund
UBS U.S. Core Plus Collective Fund
UBS Bond SurPlus Collective Fund
UBS Securitized U.S. Mortgage Collective Fund
UBS Stable Value Collective Fund
UBS Cash Management Prime Collective Fund
UBS U.S. Long Duration Credit Collective Fund
UBS U.S. Treasury Inflation Protected Securities Collective Fund
CLOSED-END FUNDS
Fort Dearborn Income Securities, Inc. (FDI)
Global High Income Fund Inc. (GHI)
Managed High Yield Plus Fund Inc. (HYF)
Strategic Global Income Fund, Inc. (SGL)
FUNDS SUBADVISED BY UBS GLOBAL ASSET MANAGEMENT
Curian Capital US Large Cap Select Equity
EQ/UBS Growth and Income Portfolio
EQ Advisors Trust Growth and Income Portfolio
GuideStone Funds International Equity Fund
HFR UBS US Fundamental Equity Market Neutral 4
17
UBS Global Asset ManagementAmericas: Code of Ethics
ING UBS US Large Cap Equity Portfolio
John Hancock Trust Global Allocation Trust
JHT Large Cap Trust
JHF II Large Cap Fund
MFS Diversified Target Return Fund
Northern Multi-Manager International Equity Fund
NTCC Advisors for Employee Benefits Trust 1
NTCC Advisors for Grantors Trust 1
NTCC Embarg Retirement Pension Plan 1
NTCC Sprint Retirement Pension Plan 1
NTGA Central States International All-Cap Growth 1
Pacific Life Fund (PLF) Large-Cap Growth Fund
Pacific Select Fund (PSF) Large-Cap Growth Portfolio
Principal Investors Fund, Inc. Partners Large Cap Value Fund I
Russell International Growth Portfolio 1
RTC Russell International Fund
Russell International Equity Fund 1
Russell International Developed Markets Fund
Russell Emerging Market Fund
RICplcThe Continental European Fund
RICpIc The Emerging Markets Equity Fund
Transamerica UBS Large Cap Value
USAA Growth & Income Fund
SEI International Fixed Income Fund
Laudus Growth Investors US Large Cap Growth Fund
Little Harbor Investments, LLC Global ex-US All Cap Growth
Wilshire Large Cap Core 130/30 Fund
RVS VP UBS Large Cap Growth Fund (funding May 7, 2010)
RVS VP UBS US Large Cap Growth Fund
Wilmington Trust Fiduciary Services Company
WTFSC Global Securities Portfolio 1
WTFSC Multi-Asset Portfolio 1
WTFSC US Allocation Portfolio 1
WTFSC International Core Portfolio 1
WTFSC S&P 500 Index Portfolio 1
WTFSC Fixed Income Index 1
1 Collective Trust
2 UCIT
3 ERISA, separately managed
4 Other
18
UBS Global Asset ManagementAmericas: Code of Ethics
Trade Request Form
(please complete a trade request for each transaction)
I hereby request permission to ¨ BUY ¨ SELL ¨ TRANSFER (check one)
the specified security in the company indicated below for my own account or other account in which I have a beneficial interest (direct or indirect) or legal title:
Account Number: Broker:
Name of Security: Ticker Symbol:
Number of shares, units or contracts or face amount of bonds:
I have read the current Code of Ethics and believe that the above transaction complies with its requirements.
To the best of my knowledge,
(i) | no Advisory Client has purchased or sold the security listed above during the last five days; |
(ii) | the security indicated above is not currently being considered for purchase or sale by any Advisory Client; and |
(iii) | the requested transaction will not result in a misuse of inside information or in any conflict of interest or impropriety with regard to any Advisory Client. |
Additionally: (Please check any or all that apply)
¨ | This investment is being purchased or sold in a private placement (if so, please complete the Private Placement Request Form). |
¨ | The proposed purchase of the above listed security, together with my current holdings, will result in my having a beneficial interest in more than 5% of the outstanding voting securities of the company. If this item is checked, state the beneficial interest you will have in the companys voting securities after the purchase. |
I SHALL DIRECT MY BROKER TO PROVIDE A COPY OF A CONFIRMATION OF THE REQUESTED TRANSACTION TO THE COMPLIANCE DEPARTMENT WITHIN 10 DAYS OF THE TRANSACTION.
PERMISSION IS EFFECTIVE ONLY ON THE DAY YOU RECEIVE APPROVAL.
Employee Signature:
Print Name: Date Submitted:
19
UBS Global Asset ManagementAmericas: Code of Ethics
Compliance Only
Reviewed by:
¨ | Approved ¨ Denied Date: |
20
UBS Global Asset ManagementAmericas: Code of Ethics
Outside Account Request Form
A Covered Person requesting an exception to maintain or establish an outside account must complete and submit this memorandum to the Compliance Department. Once reviewed by Compliance, the Covered Person will be notified of the terms (if any) of the approval or denial.
Please be sure to attach any required documentation prior to submitting this form to the Compliance Department.
NOTE: Except for the limited exceptions noted in the UBS Global Asset Management Code of Ethics, all Covered Accounts must be maintained at an Authorized Broker 1 .
A Covered Account is defined as: any account in which a Covered Person has a beneficial interest, and any account in which a Covered Person has the power, directly or indirectly, to make investment decisions and/or where the Covered Person acts as custodian, trustee, executor or a similar capacity.
1. Name of Firm(s): |
2. Title 2 of Account(s): |
3. Type of Accounts(s): |
4. Account Number(s) 3 |
5. | Exceptions may only be granted in limited circumstances. Please check those that apply: |
¨ | A Covered Person is employed by another NYSE/NASD/NFA member firm. |
¨ A previously acquired investment involves a unique securities product or service that cannot be held in an account with an Authorized Broker.
¨ The funds are placed directly with an independent investment advisory firm under an arrangement whereby the Covered Person is completely removed from the investment decision-making process. (Please attach a copy of the investment management agreement and other documentation granting discretionary authority)
¨ | Other (please explain): |
6. | A copy of the account(s) statement is attached to this memo. ¨ Yes ¨ No Account Not Open Yet (if the account exists but no statement is attached, please attach additional documentation that explains why). |
1 See Appendix I in the Code of Ethics for the current list of Authorized Brokers.
2 Name as it appears on the account.
3 If this request is to maintain an existing account(s), please list the account number(s). If this request is to establish new account(s) for which you do not have the account number(s), please write New Account.
21
UBS Global Asset ManagementAmericas: Code of Ethics
7. | Any other outside pertinent information that would be helpful in determining whether the request to maintain or establish an outside account should be approved. |
Employee Signature:
Print Name: Date Submitted:
Compliance Only
Reviewed by:
Date:
22
UBS Global Asset ManagementAmericas: Code of Ethics
Private Placement Request Form
As provided in section 4.7 of the UBS Global Asset Management Code of Ethics, if a Covered Person wants to participate in a private placement or a limited partnership, he/she must complete this form and obtain the required approvals prior to investing. A Covered Person may not participate in any partnership or private placement until he/she receives written permission from the Compliance Department. Oral discussions do not constitute approval under any Circumstances.
Investment Information:
1. Name of proposed investment: Date of investment:
2. Nature of investment:
3. Amount to be invested: # of shares: % ownership:
4. Describe terms of investment:
¨ Equity ¨ Debt ¨ Open-ended ¨ Specific Maturity date:
Lock-up period?
Further investment contemplated? Amount?
5. Are you receiving any favorable terms?
If Yes, please describe:
6. Describe how you found out and from whom about the above investment:
7. Was this investment offered to you due to your affiliation with UBS Global?
¨ Yes ¨ No
8. Do you have a position as officer of the company or other duties in connection with the investment?
¨ Yes ¨ No
23
UBS Global Asset ManagementAmericas: Code of Ethics
9. | Do you give investment advice to the company or any affiliate of the company? |
¨ Yes ¨ No If yes, please describe:
10. | Are you informed or consulted about investments made by the company? |
¨ Yes ¨ No Describe:
11. | How frequently will you receive statement/communications regarding the investment? |
12. | Is the company privately/publicly held? ¨ Privately ¨ Publicly |
13. | If privately held, are you aware of any plan to bring the company public? |
14. | Have you informed the company that you are a restricted person in the event of an IPO of securities? |
15. | Is there connection(s) between the investment and UBS Global AM ? |
¨ Yes ¨ No
If yes, describe fully:
16. | To your knowledge, are there any UBS Global clients for whom this is an appropriate investment? |
¨ Yes ¨ No
If yes, describe fully:
17. | Describe any UBS clients connections to this investment? |
24
UBS Global Asset ManagementAmericas: Code of Ethics
18. | Are you aware of any conflict between your duties at UBS Global and this investment? |
¨ Yes ¨ No
If yes, describe fully:
Please attach any relevant reports/statements you can provide which describe this investment.
To the best of my knowledge, the information provided above is accurate. I will notify the Compliance Department immediately of any material changes to the information provided above.
Employee Name (please print):
Signature:
Date:
25
UBS Global Asset ManagementAmericas: Code of Ethics
Memorandum
Date:
To:
Cc:
From:
Re:
Investment information:
This memo outlines the agreed process for advisory accounts with
has discretion over the investment management of your account(s) with them and has supplied a written summary of the current investment policy.
If you discuss specific strategies, industries or securities with them, you agree to pre-clear any related trades that result from your discussion. As long as no discussions are held between you and
relating to specific investments in your account(s) in advance of a transaction, you will not be required to pre-clear your trades. You will, however, continue to be required to submit duplicate forms and Quarterly and Annual Certifications.
In addition, if the nature of your account(s) changes from discretionary to some other type, you will immediately advise the Compliance Department.
Please acknowledge this understanding by signing below.
UBS Global Asset Management Employee Signature:
Signature:
Date:
Independent Investment Advisor Signature:
Signature:
Date:
Compliance Only
Signature: Date:
26
UBS Global Asset ManagementAmericas: Code of Ethics
Consultants and Temporary Employees Reporting Requirements
Consultants and temporary employees who are employed for less than 30 days, but who have access to UBS Globals trading information are subject to the following sections of the Code:
Conflicts of Interest
Regardless of the period of employment, Consultants and temporary employees are subject to the same fiduciary standards as all other Covered Persons. Consequently, they must ensure that they do not put their interests ahead of Advisory Clients and avoid making personal decisions based on any knowledge/information they acquire as a result of their employment with UBS Global. For further information, please refer to the Introduction to this Code of Ethics and/or contact the Compliance Department.
Section 2.1 Report Covered Accounts to Compliance
Consultants and temporary employees are required to disclose the name, account number, and firm at which he/she maintains a brokerage account at the time he/she is hired.
Section 3.4 Copy the Compliance Department on Trade Confirmations
Consultants and temporary employees are only required to provide duplicate trade confirmations for each transaction executed during the period of employment.
Section 4 Trading Restrictions
Consultants and temporary employees are required to preclear all trades and all transactions are subject to the holding periods, lockout period requirements and other restrictions outlined in this section.
Section 5 Reporting and Certification Requirements
Consultants and temporary employees who wish to trade options are required to submit a list of all personal investments holdings (Initial Holdings Report) at the time they are hired.
27
UBS Global Asset ManagementAmericas: Code of Ethics
Transaction Requirement Matrix
The following chart contains many of the common investment instruments, though it is not all-inclusive. Please refer to the Code of Ethics for additional information.
TRANSACTION |
PRECLEARANCE
REQUIRED? |
REPORTING/HOLDING
REQUIRED? |
||
Mutual Funds |
||||
Mutual Funds (Open-End) not advised or Subadvised by UBS Global |
No | No | ||
Mutual Funds (Closed-End) |
Yes | Yes | ||
Mutual Funds advised or subadvised by UBS Global |
No | Yes | ||
Unit Investment Trusts |
No | Yes | ||
Variable & Fixed Annuities |
No | No | ||
Equities |
||||
UBS Stock |
No | Yes | ||
Common Stocks |
Yes | Yes | ||
ADRs |
Yes | Yes | ||
DRIPS |
No | Yes | ||
Stock Splits |
No | Yes/N/A | ||
Rights |
No | Yes | ||
Stock Dividend |
No | Yes/N/A | ||
Warrants (exercised) |
Yes | Yes | ||
Preferred Stock |
Yes | Yes | ||
IPOs |
Prohibited | Prohibited | ||
Naked Shorts against a client position |
Prohibited | Prohibited | ||
Options (Stock) |
||||
UBS (stock options) |
No | Yes | ||
Common Stocks |
Yes | Yes | ||
Exchange Traded Funds |
Yes | Yes | ||
Fixed Income |
||||
US Treasury |
No | No | ||
CDs |
No | No | ||
Money Market |
No | No | ||
GNMA |
No | No | ||
Fannie Maes |
Yes | Yes | ||
Freddie Macs |
Yes | Yes | ||
Bonds |
||||
US Government |
No | No | ||
Corporate |
Yes | Yes | ||
Convertibles (converted) |
Yes | Yes | ||
Municipal |
Yes | Yes | ||
Private Placements |
Yes | Yes | ||
Limited Partnerships Exchange-Traded Funds |
Yes | Yes | ||
Broad based ETFs 1 |
No | No | ||
Industry or Sector Specific ETFs |
Yes | Yes | ||
All other Exchange Traded Funds |
Yes | Yes |
1 These are ETFs that are broadly diversified and based on a broad index.
28
List of Authorized Brokers
1. UBS Financial Services Inc.
2. Fidelity Investments
3. Charles Schwab & Company
4. TD Ameritrade Investor Services, Inc.
UBS Global Asset ManagementAmericas Code of Ethics
Employee Outside Affiliation/ Outside Business Form
1. Name of company:
2. Nature of business:
3. Functions to be performed:
4. Is the company:
¨ Privately Held ¨ Publicly Traded
If publicly traded, where is its common stock traded (NYSE, AMEX, NASDAQ)?
5. Will you have any position as a company officer? ¨ Yes ¨ No
6. Position:
Amount of time to be spent:
7. Has UBS Global AM or any subsidiaries asked you to serve as director? ¨ Yes ¨ No
(If no, please explain your reasons for wanting to serve as director)
8. Do you provide or have you provided any service to the company which would conflict with your duties at UBS Global AM? ¨ Yes ¨ No
If yes, please describe:
9. Will you receive any directors fees or other form of compensation (direct/indirect)?
¨ Yes ¨ No
a.) Amount:
b.) Is this amount standard (same for all directors)? ¨ Yes ¨ No
If no, describe how and why it differs:
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UBS Global Asset ManagementAmericas Code of Ethics
10. | Do you service any accounts at UBS Global AM for this entity? ¨ Yes ¨ No |
Name |
Account Number | |||||
|
||||||
|
||||||
|
||||||
|
11. | Does UBS Global AM or any subsidiaries do any business (e.g., brokerage, advisory, etc.) with the company? ¨ Yes ¨ No |
If yes, please answer the following:
a. | Who services the account and receives commission? |
b. | Will you get any payment or benefit from business generated? ¨ Yes ¨ No |
c. | Will you personally direct or influence the placement of business? ¨ Yes ¨ No |
d. | Does the Board of Directors play any direct role in deciding on specific investments or where brokerage business is placed? ¨ Yes ¨ No |
e. Will you sit on any committee involved with specific investment decisions or the placement of brokerage business? ¨ Yes ¨ No
Employee | Compliance | |||||||||
Name: | Name: | |||||||||
(Please Print) | (Please Print) | |||||||||
Signature: | Signature: | |||||||||
Date: | Date: |
(Please complete a trade request for each transaction)
I hereby request permission to:
¨ BUY ¨ SELL ¨ TRANSFER (check one)
the specified security in the company indicated below for my own account or other account in which I have a beneficial interest (direct or indirect) or legal title:
31
UBS Global Asset ManagementAmericas Code of Ethics
Account Number: Broker:
Name of Security: Ticker Symbol:
Number of shares, units or contacts or face amount of bonds:
I have read the current Code of Ethics and believe that the above transaction complies with its requirements.
To the best of my knowledge,
(i) | no Advisory Client has purchased or sold the security listed above during the last five days; |
(ii) | the security indicated above is not currently being considered for purchase or sale by any Advisory Client; and |
(iii) | the requested transaction will not result in a misuse of inside information or in any conflict of interested or impropriety with regard to any Advisory Client. |
Additionally: (Please check any or all that apply)
¨ | This investment is being purchased or sold in a private placement (if so, please complete the Private Placement Request Form) |
¨ | The proposed purchase of the above listed security, together with my current holding, will result in my having a beneficial interest in more than 5% of the outstanding voting securities of the company. If this item is checked, state the beneficial interest you will have in the companys voting securities after the purchase. |
I SHALL DIRECT MY BROKER TO PROVIDE A COPY OF A CONFIRMATION OF THE REQUESTED TRANSACTION TO THE COMPLIANCE DEPARTMENT WITHIN 10 DAYS OF THE TRANSACTION.
PERMISSION IS EFFECTIVE ONLY ON THE DAY YOU RECEIVE APPROVAL.
Employee Signature:
Print Name:
Compliance Only
Reviewed by:
¨ Approved ¨ Denied Date:
32
UBS Global Asset ManagementAmericas Code of Ethics
Compliance Department Approval:
¨ | Based upon the Covered Persons responses on this Private Placement Request Form and any other information noted below* or attached hereto, the Compliance Department hereby approves the Covered Persons request to participate because the investment appears to present no conflict of interest with his/her duties to UBS Global AM Advisory Clients. |
¨ | Based upon the Covered Persons responses on this Private Placement Request Form and any other information noted below* or attached hereto, the Compliance Department hereby disapproves the Covered Persons request to purchase the private placement. |
* Please provide any additional relevant information with respect to your approval of the request to purchase this private placement:
Compliance Name (please print):
Signature:
Date:
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Exhibit (p)(18)
LORD, ABBETT & CO. LLC
LORD ABBETT DISTRIBUTOR LLC
(together, Lord Abbett)
AND
LORD ABBETT FAMILY OF FUNDS (the Funds)
CODE OF ETHICS
I. | Standards of Business Conduct and Ethical Principles |
Lord Abbetts focus on honesty and integrity has been a critical part of its culture since the firms founding in 1929. Lord Abbett is a fiduciary to the Funds and to its other clients. In recognition of these fiduciary obligations, the personal investment activities of any officer, director, trustee or employee of the Funds, any partner or employee of Lord Abbett, and, in certain circumstances set forth below, non-Lord-Abbett employees and consultants to Lord Abbett will be governed by the following general principles: (1) Covered Persons 1 have a duty at all times to place first the interests of Fund shareholders and, in the case of employees and partners of Lord Abbett, beneficiaries of managed accounts; (2) all securities transactions by Covered Persons shall be conducted consistent with this Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individuals position of trust and responsibility; (3) Covered Persons should not take inappropriate advantage of their positions with Lord Abbett or the Funds; (4) Covered Persons must comply with the Federal Securities Laws; and (5) Covered Persons are required to maintain all internally distributed and/or proprietary information as confidential; this information should not be disclosed or discussed with people outside Lord Abbett.
II. | Specific Requirements, Prohibitions and Limits |
Except as set forth below, no Covered Person shall purchase or sell a security, except an Excepted Security, if there has been a determination to purchase or sell such security for a Fund (or, in the case of any employee or partner of Lord Abbett, for another client of Lord Abbett), or if such a purchase or sale is under consideration for a Fund (or, in the case of an employee or partner of Lord Abbett, for another client of Lord Abbett). Also, no Covered Person may have any dealing in any such security in any account in which the Covered Person has Beneficial Ownership, nor may a Covered Person disclose the information to anyone on other than a need-to-know basis, until such purchase, sale or contemplated action has either been completed or abandoned. Lord Abbett partners and employees that participate in non-public investor meetings (i.e., earnings meetings / calls, analysts group meetings, and the like) 2 with the
1 |
See Definitions in Section IX |
2 |
Participation in web events and other broad forums for company management open to buy- and sell-side firms will not be treated as a non-public investor meeting with company management for purposes of this restriction. |
Lord, Abbett & Co. LLC Code of Ethics
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management of an issuer or that otherwise cover or follow an issuer in their role as a Lord Abbett partner or employee are prohibited from requesting approval to purchase or sell the issuers securities for a period of six (6) months following the later of the most recent investor meeting and/or termination of coverage of that issuer.
Except as set forth below, no Covered Person shall submit more than 20 requests to purchase or sell a security (typically, by utilizing Personal Trade Assistant (PTA) - PreClearance Entry, an automated application for employee personal trading compliance accessed through Lord Abbetts intranet) in any single calendar year, nor shall any such person cause the execution of more than 10 covered transactions during any one calendar year. 3
Temporary employees and consultants must comply with the reporting and personal securities transaction requirements of the Code if they work at Lord Abbett for more than six (6) months; they must comply with the requirements related to permitted brokerage firms if they work at Lord Abbett for more than 12 months. For purposes of calculating the relevant time period for these requirements, any period of service following a break in service of six (6) months or more will be treated as the only relevant service period.
III. | Obtaining Advance Approval |
Except as provided in Sections V and VI of this Code, all proposed transactions in securities (privately or publicly held and/or traded) by Covered Persons, or with respect to which a Covered Person is a Beneficial Owner, except transactions in Excepted Securities and Excepted Transactions, should be approved consistent with the provisions of this Code. Except as directed otherwise, in order to obtain approval, the Covered Person must electronically submit their request to the Compliance Group within the Legal Department (Compliance) utilizing PTA. After approval has been obtained, the Covered Person may act on it within the two business days following the date of approval, unless he sooner learns of a contemplated action by Lord Abbett. After the two business days, or upon hearing of such contemplated action, a new approval must be obtained.
Furthermore, in addition to the above requirements, partners and employees directly involved must disclose information they may have concerning securities they may want to purchase or sell to any portfolio manager who might be interested in the securities for the portfolios they manage.
IV. | Reporting and Certification Requirements; Brokerage Confirmations |
(1) | Except as provided in Sections V and VI of this Code, within 30 days following the end of each calendar quarter each Covered Person must electronically file with Compliance a |
3 |
As set forth below, Transactions in Excepted Securities, Fully Discretionary Accounts, and Excepted Transactions do not require pre-approval and do not count against the maximum annual request and transaction allowances. The 20 request limit applies to the cumulative total of all transaction requests for all of an employees covered accounts. |
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Personal Securities Transaction Reporting Form utilizing PTA. The form must be submitted whether or not any security transaction has been effected. If any transaction has been effected during the quarter for the Covered Persons account or for any account in which he has a direct or indirect Beneficial Ownership, it must be reported. Excepted from this reporting requirement are transactions effected in any accounts over which the Covered Person has no direct or indirect influence or control (a Fully Discretionary Account, as defined in Section VI) and transactions in Excepted Securities. Securities acquired in an Excepted Transaction should be reported, except that securities acquired through an automatic investment plan do not need to be reported, unless any transaction is outside the pre-set schedule or a pre-existing allocation. Lord Abbetts Chief Compliance Officer (CCO) and/or persons under his direction are responsible for reviewing these transactions and must bring any apparent violation to the attention of Lord Abbetts General Counsel (GC). The Personal Securities Transaction Reporting Form of the CCO shall be reviewed by the GC. |
(2) | Each employee and partner of Lord Abbett will upon commencement of employment (within 10 business days) (the Initial Report) and annually thereafter (the Annual Report) disclose all personal securities holdings and annually certify that: (i) they have read and understand this Code and recognize they are subject hereto; and (ii) they have complied with the requirements of this Code and disclosed or reported all securities transactions required to be disclosed or reported pursuant to the requirements of this Code. Security holdings information for the Initial Report and the Annual Report must be current as of a date not more than 45 days prior to the date of that Report. Securities holdings of Lord Abbett Mutual Funds purchased directly from the Fund or purchased through the Lord Abbett 401(k) Retirement Plan are not required to be disclosed. Lord Abbett employees and partners must disclose holdings of Lord Abbett Mutual Funds purchased through a broker/dealer other than Lord Abbett Distributor LLC. |
(3) | Each employee, partner, and any temporary employee or consultant that works at Lord Abbett for more than 12 months must maintain all securities brokerage accounts of which they are a beneficial owner only at brokerage firms that appear on a list of approved brokerage firms available from Compliance. |
(4) | Each employee and partner of Lord Abbett will direct his brokerage firms to send copies or electronic transmissions of all trade confirmations and all monthly and/or quarterly statements directly to Compliance. |
(5) | Each employee and partner of Lord Abbett who has a Fully-Discretionary Account shall disclose all pertinent facts regarding such Account to Lord Abbetts CCO upon commencement of employment. Each such employee or partner shall thereafter annually certify on the prescribed form that he or she has not and will not exercise any direct or indirect influence or control over such Account, and has not discussed any potential investment decisions with such independent fiduciary in advance of any such transactions. Such independent fiduciary shall confirm initially, and annually thereafter, the accuracy of the facts as stated by the Lord Abbett employee or partner. |
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V. | Special Provisions Applicable to Outside Directors and Trustees of the Funds |
The primary function of the Outside Directors and Trustees of the Funds is to set policy and monitor the management performance of the Funds officers and employees and the partners and employees of Lord Abbett involved in the management of the Funds. Although they receive information after the fact as to portfolio transactions by the Funds, Outside Directors and Trustees are not given advance information as to the Funds contemplated investment transactions.
An Outside Director or Trustee wishing to purchase or sell any security will therefore generally not be required to obtain advance approval of his security transactions. If, however, during discussions at Board meetings or otherwise an Outside Director or Trustee should learn in advance of the Funds current or contemplated investment transactions, then advance approval of transactions in the securities of such company(ies) shall be required for a period of 30 days from the date of such Board meeting. In addition, an Outside Director or Trustee can voluntarily obtain advance approval of any security transaction or transactions at any time.
No report described in Section IV (1) will be required of an Outside Director or Trustee unless he knew, or in the ordinary course of fulfilling his official duties as a director or trustee should have known, at the time of his transaction, that during the 15-day period immediately before or after the date of the transaction (i.e., a total of 30 days) by the Outside Director or Trustee such security was or was to be purchased or sold by any of the Funds or such a purchase or sale was or was to be considered by a Fund. If he makes any transaction requiring such a report, he must report all securities transactions effected during the quarter for his account or for any account in which he has a direct or indirect Beneficial Ownership interest and over which he has any direct or indirect influence or control. Each Outside Director and Trustee will direct his brokerage firm to send copies of all confirmations of securities transactions to Compliance, and annually make the certification required under Section IV(2)(i) and (ii). Outside Directors and Trustees transactions in Excepted Securities are excepted from the provisions of this Code.
It shall be prohibited for an Outside Director or Trustee to trade on material non-public information. Prior to accepting an appointment as a director of any public company, an Outside Director or Trustee will advise Lord Abbett and discuss with Lord Abbetts Senior Partner whether accepting such appointment creates any conflict of interest or other issues.
If an Outside Director or Trustee, who is a director or an employee of, or consultant to, a company, receives a grant of options to purchase securities in that company (or an affiliate), neither the receipt of such options, nor the exercise of those options and the receipt of the underlying security, requires advance approval from Lord Abbett. Further, neither the receipt nor the exercise of such options and receipt of the underlying security is reportable by such Outside Director or Trustee.
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VI. | Additional Requirements and Exceptions relating to Partners and Employees of Lord Abbett |
A. It shall be prohibited for any partner or employee of Lord Abbett:
(1) | To obtain or accept favors or preferential treatment of any kind or gift or other thing (other than an occasional meal or ticket to a sporting event or theatre, or comparable entertainment, which is neither so frequent nor so extensive as to raise any question of propriety) having a value of more than $100 from any person or entity that does business with or on behalf of the Funds; provided, however, that a partner or employee, acting on behalf of Lord Abbett, may give one or more gifts individually or collectively valued at more than $100 to an investment advisory client (but in no event to an investor in shares of the Funds) in order to commemorate the length of the clients relationship with Lord Abbett, if such gift(s) are approved by Lord Abbetts Senior Partner or the partner responsible for the Institutional Marketing Department and by Lord Abbetts GC. For additional information on gifts and entertainment, please refer to Lord Abbetts Gifts and Entertainment Policy and Procedures; |
(2) | to trade on material non-public information or otherwise fail to comply with the Firms Insider Trading and Receipt of Material Non Public Information Policy and Procedure (Insider Trading policy) adopted pursuant to Section 15(f) of the Securities Exchange Act of 1934 and Section 204A of the Investment Advisers Act of 1940. For additional information regarding these policies and procedures, please refer to Lord Abbetts Insider Trading policy; |
(3) | to trade in options, for other than a Lord Abbett - managed account, with respect to securities covered under this Code; |
(4) | to profit in the purchase and sale, or sale and purchase, of the same (or equivalent) securities, for other than a Lord Abbett - managed account, within 60 calendar days (holding periods will be calculated based on a first-in, first-out methodology) (any profits realized on such short-term trades shall be disgorged to the appropriate Fund or as otherwise determined); |
(5) | to trade in futures or options on commodities, currencies or other financial instruments, although the Firm reserves the right to make rare exceptions in unusual circumstances which have been approved by the Firm in advance; |
(6) | to engage in short sales or purchase securities on margin; |
(7) | to buy or sell any security within seven business days before or after any Fund (or other Lord Abbett client) trades in that security (any profits realized on trades within the proscribed periods shall be disgorged to the Fund (or the other client) or as otherwise determined.) The GC or CCO has the authority to exempt a transaction or series of transactions from this requirement if they do not appear to present a conflict of interest based on the facts provided; |
(8) | to subscribe to new or secondary public offerings, for other than a Lord Abbett-managed account, even though the offering is not one in which the Funds or Lord Abbetts advisory accounts are interested; |
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(9) | to become a director of any company without Lord Abbetts prior consent and implementation of appropriate safeguards against conflicts of interest; |
(10) | to engage in market timing activities with respect to the Funds; |
(11) |
to purchase any security of a company that has a market capitalization at the time of purchase below $3 billion, for other than a Lord Abbett-managed account 4 ; |
(12) | to participate in an outside business activity without Lord Abbetts prior consent; |
(13) | to purchase interests issued in a private placement (i.e., a security that has not been registered with the SEC or other relevant regulatory agency) (other than (a) interests in any employees stock bonus, pension, or profit sharing trust which meets the requirements for qualification under section 401 of the Internal Revenue Code of 1986, (b) any government plan, (c) any collective trust fund consisting solely of retirement assets, or (d) privately placed interests purchased through a Fully Discretionary Account) including, but not limited to privately offered funds that are commonly referred to as hedge funds; or |
(14) |
to own 5% or more of the outstanding shares of an open-end, registered investment company other than one or more Lord Abbett Funds 5 . |
B. Required Minimum Holding Periods Lord Abbett Funds:
Any purchase of a Fund (other than Lord Abbett U.S. Government & Government Sponsored Enterprises Money Market Fund) by a partner or employee of Lord Abbett (whether with respect to the Lord Abbett 401(k) Retirement Plan or in any other account) must be held for a minimum of 30 days, except as provided herein 6 . This 30-day minimum holding period also applies to any other mutual fund advised or sub-advised by Lord Abbett. Holding periods will be calculated based on a first-in, first-out methodology. Notwithstanding the foregoing, for a period of up to 90 calendar days beginning on (and counting) the first business day on which a newly-offered Fund accepts investments from Lord Abbett partners and/or employees, no minimum holding period applies to exchanges of Fund shares for shares of the newly offered Fund. Any request for an exception to this requirement must be approved in writing in advance by Lord Abbetts Senior Partner and its GC (or by their designees). Lord Abbett shall promptly report to the Funds Boards any approved exception request to this minimum holding period.
4 |
Purchases of exchange traded funds (ETF) or closed-end funds are not subject to the $3 billion market capitalization requirement. |
5 |
Ownership of 5% or more of the outstanding shares of an open-end registered investment company will not result in a penalty as set forth in Section VII of this Code, provided that the employee reduces his/her ownership of such fund below 5% within 60 days from the date the employee knows or should have known that his/her ownership of such fund was equal to or exceeded 5%. |
6 |
The sale or re-allocation of shares of the Lord Abbett Fund that is the default investment for automatically enrolled participants in Lord Abbetts retirement plan held less than 30 days will not be considered a violation of this policy. |
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C. Exceptions:
(1) | Exception - Private Placements: |
Investments in private placements will be permitted only in Fully Discretionary Accounts, in certain employees retirement plan securities, and by exception approved by the GC or CCO, in each case as more fully described elsewhere in this Code. Privately placed securities that are prohibited under the Code, but were owned by a covered person prior to employment by Lord Abbett, or that may be received through an inheritance or other gift, may be retained provided that no further discretionary investments may be made into such private placement.
(2) | Exception Spouses Receipt of Certain Options: |
If a spouse of a partner or employee of Lord Abbett who is a director or an employee of, or a consultant to, a company, receives a grant of options to purchase securities in that company (or an affiliate), neither the receipt nor the exercise of those options requires advance approval from Lord Abbett or reporting. Any subsequent sale of the security acquired by the option exercise by that spouse would require advance approval and is a reportable transaction.
(3) | Exception - Fully Discretionary Accounts: |
Advance approval is not required for transactions in any account of a Covered Person if the Covered Person has no direct or indirect influence or control with respect to transactions in the account (a Fully-Discretionary Account). A Covered Person will be deemed to have no direct or indirect influence or control over an account only if: (i) investment discretion for the account has been delegated to an independent fiduciary and such investment discretion is not shared with the employee; (ii) the Covered Person certifies in writing that he or she has not and will not discuss any potential investment decisions with such independent fiduciary before any transaction; (iii) the independent fiduciary confirms in writing the representations by the Covered Person regarding the Covered Persons having no direct or indirect influence or control over the account; 7 and (iv) the CCO of Lord Abbett has determined that the account satisfies these requirements. Annually thereafter, the Covered Person and the independent fiduciary shall certify in writing that the representations of subparagraphs (ii) and (iii) of this paragraph remain correct. Transactions in Fully-Discretionary Accounts by an employee or partner of Lord Abbett are not subject to the post-trade reporting requirements of this Code.
(4) | Exception New Employees Liquidation of Securities: |
Within 30 calendar days of the first day of employment with Lord Abbett, newly-hired Partners and/or Employees 8 may seek an exemption from the limit on the number of executed trades allowable in each calendar year to permit the sale (but not the purchase) of securities owned by the Partner / Employee. Any such exemption must be written and approved by the GC or the CCO. The Partner / Employee must comply with any conditions set forth in the exemption.
7 |
Certain accounts managed by third parties that are registered investment advisers, such as separately managed accounts in programs sponsored by broker-dealers (SMAs), will not be subject to the requirement of a written verification by the independent fiduciary. For such accounts, the Covered Person will continue to be required to certify annually in writing that he or she has not and will not discuss potential investment decisions with the independent fiduciary. |
8 |
Temporary employees and consultants that become subject to the personal securities transaction requirements of this Code also may request such an exemption. |
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VII. | Enforcement and Reporting of Violations |
The GC for Lord Abbett and Lord Abbetts CCO are charged with the responsibility of enforcing this Code, and may appoint one or more employees to aid them in carrying out their enforcement responsibilities. The CCO shall implement a procedure to monitor compliance with this Code through an ongoing review of personal trading records provided under this Code against transactions in the Funds and managed portfolios. Any violation of this Code of Ethics must be reported promptly to Lord Abbetts CCO, or, in his absence, to Lord Abbetts GC. The CCO shall bring to the attention of the Funds Audit Committees any apparent violations of this Code, and the action which has been taken by Lord Abbett as a result of such violation, and the Funds Audit Committees shall consider what additional action, if any, is appropriate. The record of any violation of this Code and any action taken as a result thereof, which may include suspension or removal of the violator from his position, shall be made a part of the permanent records of the Audit Committees of the Funds. Lord Abbett shall provide each employee and partner with a copy of this Code, and of any amendments to the Code, and each employee and partner shall acknowledge, in writing, his or her receipt of the Code and any amendment, which may be provided electronically. Lord Abbetts GC shall prepare an Annual Issues and Certification Report to the directors or trustees of the Funds that (a) summarizes Lord Abbetts procedures concerning personal investing, including the procedures followed by Lord Abbett in determining whether to give approvals under Section III and the procedures followed by Compliance in determining whether any Funds have determined to purchase or sell a security or are considering such a purchase or sale, and any changes in those procedures during the past year, and certifies to the directors or trustees that the procedures are reasonably necessary to prevent violations, and (b) identifies any recommended changes in the restrictions imposed by this Code or in such procedures with respect to the Code and any changes to the Code based upon experience with the Code, evolving industry practices or developments in the regulatory environment, and (c) summarizes any apparent violations of this Code over the past year and any sanctions imposed by Lord Abbett in response to those violations, including any additional action taken by the Audit Committee of each of the Funds with respect to any such violation.
The Audit Committee of each of the Funds, or Lord Abbetts Senior Partner, Managing Partner, GC or CCO may determine in particular cases that a proposed transaction or proposed series of transactions does not conflict with the policy of this Code and exempt such transaction or series of transactions from one or more provisions of this Code.
VIII. | Whistleblower Policy and Procedures |
Lord Abbett expects its employees to report complaints or concerns regarding corporate fraud, internal controls, violations of law or unethical business conduct. More information concerning this policy and the related procedures is contained in Lord Abbetts Whistleblower Policy and Procedures.
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IX. | Definitions |
Covered Person means any officer, trustee, director or employee of any of the Funds and any partner or employee of Lord Abbett. (See also definition of Beneficial Ownership.)
Excepted Securities are bankers acceptances, bank certificates of deposit, commercial paper, and other high quality short-term debt instruments, including repurchase agreements, shares of money market funds, shares of other U.S. registered open-end investment companies (other than the Lord Abbett Funds or other funds for which Lord Abbett acts as the investment adviser or sub-adviser) and direct obligations of the U.S. Government. Transactions in Excepted Securities do not require prior approval or reporting. Please note that shares of closed-end investment companies, exchange traded unit-investment trusts (UITs) and exchange traded funds (ETFs) are all treated as common stock under the Code. Also please note that the exception for other mutual funds includes only open-end funds registered in the U.S., and that transactions and holdings in offshore funds are reportable. In addition, equity securities issued by U.S. Government agencies, authorities or instrumentalities are not considered Excepted Securities.
Excepted Transactions means transactions in the shares of the Lord Abbett Funds or other mutual funds for which Lord Abbett acts as the investment adviser or sub-adviser; transactions in debt securities issued by U.S. Government agencies, authorities or instrumentalities; securities acquired through tender offers or spin-offs; securities received due to a merger or acquisition; the sale of 300 shares or less of a S&P 500 stock; and any securities purchased through an automatic investment plan, such as Dividend Reinvestment Programs (DRIPs) and/or Employee Stock Ownership Plans (ESOPs). Please note that any sales made from DRIPs and/or ESOPs require pre-approval as described in Section III of this Code. 9
Outside Directors and Trustees are directors and trustees who are not interested persons as defined in the Investment Company Act of 1940, as amended.
Security means any stock, bond, debenture or in general any instrument commonly known as a security and includes a warrant or right to subscribe to or purchase any of the foregoing and also includes the writing of an option on any of the foregoing.
Beneficial Ownership is interpreted in the same manner as it would be under Section 16 of the Securities Exchange Act of 1934 and Rule 16a-1 thereunder. Accordingly, Beneficial Owner includes any Covered Person who, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares a direct or indirect pecuniary interest ( i.e., the ability to share in profits derived from such security) in any equity security, including:
(i) | securities held by a persons immediate family sharing the same house (with certain exceptions); |
9 |
Excepted Transactions do not require prior approval, but all Excepted Transactions are subject to the reporting requirements of Section IV and VI. No report, however, is required with respect to transactions effected pursuant to an automatic investment plan, such as DRIPs and ESOPs, except that any transaction that overrides the pre-set schedule or a pre-existing allocation of the automatic investment plan must be included in the next Personal Securities Transaction Reporting Form filed following that transaction. |
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(ii) | a general partners interest in portfolio securities held by a general or limited partnership; |
(iii) | a persons interest in securities held in trust as trustee, beneficiary or settlor, as provided in Rule 16a-8(b); and |
(iv) | a persons right to acquire securities through options, rights or other derivative securities. |
Federal Securities Laws include the Securities Act of 1933, the Securities Exchange Act of 1934, 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 any of those statutes, the Bank Secrecy Act as it applies to mutual funds and investment advisers, and any rules adopted thereunder by the SEC or the Department of the Treasury. A brief summary of the requirements of those laws as they apply to mutual funds and investment advisers is attached to this Code as Exhibit 1.
Gender/Number whenever the masculine gender is used in this Code, it includes the feminine gender as well, and the singular includes the plural and the plural includes the singular, unless in each case the context clearly indicates otherwise.
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Exhibit 1
To Code of Ethics
The Code of Ethics requires that all Covered Persons must comply with the Federal Securities Laws. Brief summaries of these laws are set forth below.
I. | The Securities Act of 1933 (1933 Act) |
The 1933 Act governs the public offering of securities of mutual funds and other issuers, and establishes civil liability for false or misleading activities during such offerings. This law was enacted to provide full and fair disclosure of the character of securities sold in interstate and foreign commerce and to prevent related frauds. Thus, the 1933 Act requires mutual funds and other public issuers to register their securities with the SEC. This process requires disclosures to the SEC and investors of information relating to the issuer, the securities and other matters. The 1933 Act provides a specific civil remedy for purchasers of securities offered by a materially false or misleading registration statement. A registration statement is false or misleading if it contains an untrue statement of material fact or omit[s] to state a material fact required to be stated therein, or necessary to make the statements therein not misleading.
II. | The Securities Exchange Act of 1934 (1934 Act) |
The 1934 Act regulates various organizations involved in the offer, sale and trading of securities. It regulates, among others, broker-dealers such as Lord Abbett Distributor. The 1934 Act accomplishes its goals in large part by requiring that these regulated organizations register with the SEC and subjects them to regular reporting requirements and examinations by the SEC. The 1934 Act includes anti-fraud provisions that make it unlawful for any person, among other actions, to directly or indirectly: (1) employ any device, scheme, or artifice to defraud; (2) make any untrue statement of a material fact or to omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading; or (3) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person, in connection with the purchase or sale of any security.
III. | The Investment Company Act of 1940 (1940 Act) |
The 1940 Act regulates mutual funds as well as their investment advisers and principal underwriters. The 1940 Act was designed to mitigate and, so far as is feasible, to eliminate various abuses involving mutual funds, including: (1) inadequate, inaccurate or unclear disclosure with respect to a mutual fund and its securities; (2) self-dealing by insiders; (3) the issuance of securities with inequitable terms that fail to protect the privileges and preferences of outstanding security holders; (4) inequitable methods of control and irresponsible management; and (5) unsound or misleading accounting methods. The 1940 Act seeks to accomplish the foregoing goals by, among other things: (1) establishing registration and reporting requirements; (2) prohibiting various affiliated transactions; (3) regulating the sale and redemption of mutual fund shares; (4) establishing special corporate governance standards relating to the composition and activities of mutual fund boards of directors; and (5) providing the SEC with extensive inspection and enforcement powers.
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IV. | The Investment Advisers Act of 1940 (Advisers Act) |
The Advisers Act regulates investment advisers. Lord Abbett is registered as an investment adviser. Among other matters, the Advisers Act regulates the fee arrangements and certain other contract terms of an investment advisory agreement. The Act also prohibits advisers from engaging in any conduct that would defraud their clients. Lord Abbett has a fiduciary duty to act in the best interests of its clients. The SEC has construed this fiduciary duty broadly and applies the Acts anti-fraud prohibition aggressively to protect clients.
V. | The Sarbanes-Oxley Act of 2002 (Sarbanes-Oxley Act) |
The Sarbanes-Oxley Act implemented new corporate disclosure and financial reporting requirements by, among other actions, creating a new oversight board for the accounting profession, mandating new measures to promote auditor independence, adding new disclosure requirements for investment companies and other public companies, and strengthening criminal penalties for securities fraud. This statute was adopted in direct response to widespread corporate scandals at public corporations that manifested a lack of adequate internal controls and oversight.
VI. | The Gramm-Leach-Bliley Act (the Act) |
In relevant part, the Act requires financial institutions to comply with certain privacy requirements regarding personal information relating to their customers. The Act requires the SEC to establish for financial institutions (including investment companies, investment advisers and broker-dealers) appropriate standards to protect customer information. The Act and the SECs privacy rules have three primary purposes: (1) to require financial institutions to notify consumers of their privacy policies and practices; (2) to describe the circumstances under which financial institutions may disclose non-public personal information regarding customers to unaffiliated third parties; and (3) to provide a method for customers to opt out of such disclosures, subject to certain exceptions. Lord Abbett has implemented policies, procedures and training to protect the integrity and privacy of its clients information.
VII. | The Bank Secrecy Act |
The USA PATRIOT Act of 2001 (the Act) amended the Bank Secrecy Act to include mutual funds among the types of financial institutions that are required to establish anti-money laundering compliance programs. The Act requires all such institutions to develop and institute anti-money laundering programs that, at a minimum: (1) include internal policies, procedures, and controls; (2) designate a compliance officer to administer and oversee the program; (3) provide for ongoing employee training; and (4) include an independent audit function to test the program. The Lord Abbett Funds and Lord Abbett have adopted an anti-money laundering compliance program designed to meet these requirements.
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Exhibit (p)(23)
CODE OF ETHICS
OF THE
OPPENHEIMER FUNDS,
OPPENHEIMERFUNDS, INC.
(including affiliates and subsidiaries)
and
OPPENHEIMERFUNDS DISTRIBUTOR, INC.
Dated as of June 1, 2011
1
1. Introduction and Purpose of the Code of Ethics.
OppenheimerFunds, Inc. (OFI) and its affiliates and subsidiaries that are registered investment advisers, owe a fiduciary responsibility to their investment advisory clients, including the Oppenheimer funds. Accordingly, every employee of an investment adviser owes those clients a duty of undivided loyalty. Our clients entrust us with their financial well-being and expect us to act in their best interests at all times. We seek to maintain a reputation for fair dealing, honesty, candor, objectivity and unbending integrity by conducting our business in a manner consistent with our shared values and principles of trust.
The investment companies for which OFI acts as investment adviser (the Oppenheimer Funds), OFI, OppenheimerFunds Distributor, Inc., the principal underwriter of the Oppenheimer Funds (OFDI), and certain of OFIs other subsidiaries or directly controlled affiliates 1 (hereinafter, these entities are collectively referred to as OppenheimerFunds) have adopted this Code of Ethics (Code) in compliance with Rule 17j-1 under the Investment Company Act of 1940, as amended (Investment Company Act), and/or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (Advisers Act).
This Code establishes standards of conduct expected of all Employees and addresses conflicts that arise from Employees personal trading and other activities . Every Employee of OppenheimerFunds is expected to fully understand and adhere to the policies and procedures set forth in this Code. As each Employee must be aware, we work in a highly regulated industry and are governed by an ever-increasing body of federal, state, and international laws and numerous rules and regulations which, if not observed, can subject OppenheimerFunds and/or an Employee to regulatory sanctions.
The Code is designed to establish procedures for the detection and prevention of activities by which persons having knowledge of the holdings, recommended investments and investment intentions of the Oppenheimer Funds, other investment companies and other clients for which OppenheimerFunds acts as adviser or sub-adviser (collectively, Advisory Clients) may abuse their fiduciary duties, and otherwise to deal with the type of conflict of interest situations addressed by Rule 17j-1 and Rule 204A-1.
Although the Code is intended to provide each Employee with guidance and certainty as to whether certain actions or practices are permissible, it does not cover every potential conflict an Employee may face. In this regard, OppenheimerFunds also maintains other compliance policies and procedures (including, among others, a Code of Conduct, a Gift Policy, a Policy to Detect and Prevent Insider Trading and a Policy Governing Dissemination of Fund Portfolio Holdings) that may be directly applicable to an Employees specific responsibilities and duties.
1 As of the date of adoption of this Code, the other subsidiaries or directly controlled affiliates of OFI (for purposes of this Code) include: Centennial Asset Management Corporation, OFI Institutional Asset Management, Inc.; HarbourView Asset Management Corporation; OFI Private Investments, Inc., OFI Trust Company, and Oppenheimer Real Asset Management, Inc. With respect to subsidiaries and affiliates that are broker-dealers but that are not investment advisers, certain provisions of this Code may not apply; such as the provisions describing the duties an entity owes to advisory clients.
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(Those other policies and this Code are available to all OppenheimerFunds employees through OppenheimerFunds internal employee website (OPnet).) Nevertheless, this Code should be viewed as a guide for each Employee and OppenheimerFunds with respect to how we must conduct our business consistent with our guiding tenet that the interests of our clients and customers must always come first.
If you have any questions about this Code, you should discuss them with the Code Administrator as promptly as possible to ensure that you remain in compliance with the Code at all times. In the event that any provision of this Code conflicts with any other OppenheimerFunds policy or procedure, the provisions of this Code shall apply. You are expected to adhere to all company policies at all times.
All OppenheimerFunds Employees are expected to read this Code carefully and observe and adhere to it at all times . All OppenheimerFunds Employees have an obligation to provide notice to the Code Administrator on a timely basis if there is a change to their duties, responsibilities or title which affects their reporting status under this Code.
2. Statement of General Principles . In general, every Employee must observe the following principles with respect to his or her personal investment activities:
(a) At all times, each Employee must place the interests of Advisory Clients first;
(b) All personal securities transactions of each Employee must be conducted in a manner consistent with this Code so as to avoid any actual or potential conflict of interest or any abuse of the Employees position of trust and responsibility; and
(c) No Employee should take inappropriate advantage of his or her position at OppenheimerFunds, by, for example, utilizing confidential or proprietary information of OppenheimerFunds or an Advisory Client for the Employees personal benefit.
3. Standards of Business Conduct
Although the reporting requirements in Section 9 of this Code apply to all Employees, the specific trading and pre-approval provisions in sections 7 and 8 are concerned primarily with those investment activities of an Access Person and an Investment Person (as defined in Section 4) who may benefit from or interfere with the purchase or sale of portfolio securities by Advisory Clients. However, all Employees are prohibited from using information concerning the investment intentions of Advisory Clients for personal gain or in a manner detrimental to the interests of any Advisory Client. In this regard, each Employee also should refer to the separate Code of Conduct which governs certain other activities of Employees.
In addition to this Code and the separate Code of Conduct, all Employees must comply with the following general standards of business conduct:
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(a) Compliance with Laws and Regulations . All Employees must comply with all U.S., foreign state and local laws, rules and regulations applicable to the business or operations of OppenheimerFunds, including, but not limited to, the U.S. federal securities laws. 2 In particular, Employees (including all Access or Investment Persons) are not permitted, in connection with the purchase or sale, directly or indirectly, of a Security Held or to Be Acquired by an Advisory Client, to:
(i) employ any device, scheme or artifice to defraud such Advisory Client;
(ii) make to such Advisory Client any untrue statement of a material fact or omit to state to such Advisory Client a material fact necessary in order to make the statements made, in light of the circumstances under which they are made, not misleading;
(iii) engage in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any such Advisory Client; or
(iv) engage in any manipulative act or practice with respect to such Advisory Client.
(b) Conflicts of Interest . As an investment adviser, OppenheimerFunds has an affirmative duty of care, loyalty, honesty, and good faith to act in the best interests of its Advisory Clients. Compliance with this duty can be achieved by trying to avoid conflicts of interest and by fully disclosing all material facts concerning any conflict that does arise with respect to any client. All Employees must try to avoid situations that have even the appearance of conflict or impropriety. (See also the section titled Conflicts of Interest in the separate Code of Conduct.)
(c) Conflicts Among Client Interests . Conflicts of interest may arise when OppenheimerFunds or its Employees have reason to favor the interests of one client over another client ( e.g ., larger accounts over smaller accounts, accounts having higher management fees rates or providing performance fees, over accounts not having such fees, accounts in which Employees have made material personal investments, accounts of close friends or relatives of Employees). Such inappropriate favoritism of one client over another client by an investment adviser is expressly prohibited. (See also the section titled Conflicts of Interest in the separate Code of Conduct.)
(d) Competing with Client Trades . All Employees are prohibited from using knowledge about pending or currently considered securities transactions for clients to profit personally, directly or indirectly, as a result of such transactions, including by purchasing or
2 For purposes of this Code, U.S. federal securities laws include, but are not limited to, the Securities Act of 1933, the Securities Exchange Act of 1934, the Sarbanes-Oxley Act of 2002, the Investment Company Act, the Advisers Act, Title V of the Gramm-Leach-Bliley Act (privacy), any rules adopted by the U.S. 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 thereunder by the SEC or the Department of the Treasury (anti-money laundering).
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selling such securities. This means that no Employee may purchase or sell a security for his or her personal account with actual knowledge that an order to buy or sell the same security has been made for an Advisory Client or is being considered for an Advisory Client until such information is made publicly available. Conflicts raised by personal securities transactions also are addressed more specifically in Sections 5-8 of this Code.
(e) Confidentiality of Advisory Client Transactions . Until disclosed in a public report to shareholders or to the SEC in the normal course, all information concerning Securities Being Considered for Purchase or Sale by any Advisory Client shall be kept confidential by all Employees. Following such a transaction, such information may only be disclosed by an Employee in accordance with OppenheimerFunds Policy Governing Dissemination of Fund Portfolio Holdings or any other related policies adopted by OppenheimerFunds from time to time. (See also the section titled Confidentiality in the Code of Conduct.)
(f) Disclosure of Portfolio Holdings of the Oppenheimer Funds . Until publicly disclosed, an Oppenheimer Funds portfolio holdings are proprietary, confidential business information. All Employees are subject to OppenheimerFunds and the Funds separate Policy Governing Dissemination of Fund Portfolio Holdings which sets forth the conditions under which an Employee may disclose information about an Oppenheimer Funds portfolio holdings. In general, the policy is designed to assure that information about portfolio holdings is distributed in a manner that conforms to applicable laws and regulations and to prevent that information from being used in a manner that could negatively affect a funds investment program or otherwise enable third parties to use that information in a manner that is not in the best interests of a Fund. Generally, any non-public portfolio holding information may only be distributed pursuant to a confidentiality agreement approved by OppenheimerFunds Legal Department.
(g) Insider Trading . All Employees are subject to OppenheimerFunds separate insider trading policies and procedures which are considered an integral part of this Code. In general, all Employees are prohibited from trading, either personally or on behalf of others, while in possession of material, nonpublic information. Employees are also prohibited from communicating material nonpublic information to others in violation of the applicable laws.
(h) Personal Securities Transactions . All Employees must strictly comply with OppenheimerFunds policies and procedures regarding personal securities transactions. As explained in further detail throughout this Code, the Code sets forth the certain standards for personal trading by persons subject to its provisions. For example, no Employee may purchase or sell a security for his or her personal account with actual knowledge that an order to buy or sell the same security has been made for an Advisory Client or is being considered for an Advisory Client, until such information is made publicly available. In general, persons who may have greater access to investment and trading information ( i.e ., Access Persons and Investment Persons) are subject to greater restrictions on their trading. (See also the section titled Personal Investments in the Code of Conduct.)
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(i) Internal Reporting of Violations . All Employees must report matters involving violations of this Code promptly to the Code Administrator (and to OppenheimerFunds Chief Compliance Officer if different than the Code Administrator). You can report a violation on a confidential or anonymous basis. OppenheimerFunds does not permit retaliation against employees for reports submitted in good faith. Reports of violations will be investigated and appropriate actions will be taken by the Code Administrator or the Code of Ethics Oversight Committee. Please refer to the separate Code of Conduct and Whistleblower procedures for additional information.
(j) Restrictions on Outside Business Activities . Any Employees outside business activities may create a potential or actual conflict of interest with the best interests of OppenheimerFunds or its Advisory Clients or may interfere with an Employees duties and responsibilities to OppenheimerFunds. Accordingly, no Employee may serve as a director, trustee, officer, owner or partner of any other for-profit business organization or as a director, trustee or officer of a non-profit organization ( e.g ., school board, hospital, professional or social organization), without prior written approval of the Employees department manager or supervisor and the prior written approval of the General Counsel of OppenheimerFunds, the Code Administrator or the General Counsels or Code Administrators designees. (See also the section titled Conflicts of Interest in the Code of Conduct for additional information on Outside Business Activities.)
(k) Restrictions on Gifts from Business Associates . All Employees are subject to OppenheimerFunds separate Gift Policy which is considered an integral part of this Code. In general, no Employee may accept lavish entertainment or gifts or anything else of more than a nominal amount in value from any person or entity that does business with or on behalf of OppenheimerFunds or an Advisory Client. (Please refer to the Gift Policy for specific guidelines and information.)
4. Definitions As used herein:
Advisory Client means any Oppenheimer Fund, other investment company or other client for which OppenheimerFunds acts as adviser or sub-adviser.
Access Person means any officer, director, general partner, Investment Person, trustee or certain other Employee (as described immediately below) of: OppenheimerFunds, any of the Oppenheimer Funds, any other entity adopting this Code; or any persons directly controlled by OppenheimerFunds who directly or indirectly control (as defined in the Investment Company Act) the activities of such persons.
An Access Person also means any natural person in a control (as defined in the Investment Company Act) relationship to any Oppenheimer Fund or OppenheimerFunds (or any company in a control relationship to an Oppenheimer Fund or OppenheimerFunds) who obtains information concerning recommendations made to the Fund with regard to the purchase or sale of Securities by the Fund.
Notwithstanding the definitions above, for purposes of the personal account requirements under Section 6, the restrictions on trading under Section 7, the reporting requirements under Section 9 and the certification requirements under Section 10 of this Code, an Independent Director of an Oppenheimer Fund is not considered an Access Person.
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Notwithstanding the definitions above, for purposes of the restrictions on trading under Section 7.A.(iii) and (iv), a director of OFI who is not otherwise an employee of OFI is not considered an Access Person.
An Employee also is an Access Person if:
(i) in connection with his or her regular functions or duties, that Employee makes, participates in, or obtains information regarding, the purchase or sale of a Security by an Advisory Client, or whose functions relate to the making of any recommendations with respect to such purchases or sales.
(ii) the Employee has access to timely information relating to investment management activities, research and/or client portfolio holdings and those who in the course of their employment regularly receive access to trading activity of Advisory Clients; or
(iii) the Employee has been notified in writing by the Code Administrator (or a designee) that the Employee has been designated as an Access Persons by the Code Administrator by virtue of the nature of the Employees duties and functions.
Beneficial Interest means the opportunity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, to share at any time in any economic interest or profit derived from an ownership of or a transaction in a Security.
You are deemed to have a Beneficial Interest in the following:
(i) Any Security owned individually by you;
(ii) Any Security owned jointly by you with others (for example, joint accounts, spousal accounts, partnerships, trusts and controlling interests in corporations);
(iii) Any Security in which a Family Member has a Beneficial Interest if the Security is held in an account over which you have decision making authority (for example, you act as trustee, executor, or guardian or you provide investment advice);
(iv) Accounts held by a Family Member. This presumption may be rebutted by convincing evidence that the profits derived from transactions in the Securities will not provide you with any economic benefit;
(v) Your interest as a general partner or manager/member in Securities held by a general or limited partnership or a limited liability company;
(vi) Your interest as a member of an investment club or an organization that is formed for the purpose of investing a pool of monies in Securities;
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(vii) Your ownership of Securities as trustee of a trust in which either you or a Family Member has a vested interest in the principal of income of the trust or your ownership of a vested interest in a trust;
You do not have a beneficial interest in Securities held by a corporation, partnership, limited liability company, or other entity in which you hold an equity interest unless you are a controlling equity holder or you have or share investment control over the Securities held by the entity.
If you are unsure if an account is within the definition of Personal Account or whether you would be deemed to have a beneficial interest in an account, please contact the Code Administrator.
Code Administrator is the person appointed by OppenheimerFunds as responsible for the day-to-day administration of the Code.
Code of Conduct is a separate set of guidelines that defines the standards to which all Employees of OppenheimerFunds and its subsidiaries and affiliates are expected to adhere during the course of their employment with, and when conducting business on behalf of, OppenheimerFunds.
Code of Ethics Oversight Committee is the committee of OFI having the responsibilities described in sections 12 and 13 of this Code.
Discretionary Account means a Personal Account in which you have completely turned over decision-making authority to a professional money manager (who is not a Family Member or not otherwise covered by this Code) and you have no direct or indirect influence or control over the account. (Such Discretionary Accounts are often referred to as professionally managed, controlled or managed accounts.)
Employee means any person deemed to be an employee of OppenheimerFunds or a supervised person of OppenheimerFunds for purposes of the Advisers Act. For purposes of this Code, a director of OFI is not considered an Employee solely by reason of being a director of OFI.
Family Member means your spouse, minor children and other members of your immediate family (children, stepchildren, grandchildren, parents, step parents, grandparents, siblings, in-laws and adoptive relationships) who share your household. In addition, you are deemed to have a Beneficial Interest in accounts maintained by your domestic partner (an unrelated adult with whom you share your home and contribute to each others support).
In a situation in which the status of a Family Member is in question, the person shall be presumed to be a Family Member for purposes of this Code. It is the Employees burden to affirmatively rebut the presumption to the Code Administrator that the person should not be deemed to be a Family Member within this definition.
Independent Director means any director or trustee of an Oppenheimer Fund who is not an interested person (as that term is defined by Section 2(a)(19) of the Investment Company Act) of the Fund. Notwithstanding the definition of an Access Person above, for purposes of this Code, an Independent Director is not considered an Access Person.
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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 Securities Exchange Act of 1934.
Investment Person means an Access Person who also is (i) a Portfolio Manager, (ii) a securities analyst or trader who provides information and advice to a Portfolio Manager or who helps execute a Portfolio Managers decisions, (iii) any other person who, in connection with his or her duties, makes or participates in making recommendations regarding an Advisory Clients purchase or sale of securities, (iv) any Employee who works directly with a Portfolio Manager or in the same department as the Portfolio Manager or (v) any natural person in a control relationship to an Oppenheimer Fund or OppenheimerFunds who obtains information concerning recommendations made to the Oppenheimer Fund with regard to the purchase or sale of Securities by the Oppenheimer Fund.
In addition to the above definitions, an Employee is an Investment Person if the Employee has been notified in writing by the Code Administrator (or a designee) that the Employee has been designated as an Investment Person by the Code Administrator by virtue of the nature of the Employees duties and functions.
OppenheimerFunds means (for purposes of this Code) Oppenheimer Funds, Inc.; Centennial Asset Management Corporation; OFI Institutional Asset Management, Inc.; HarbourView Asset Management Corporation; OFI Private Investments, Inc.; Oppenheimer Real Asset Management, Inc.; and OppenheimerFunds Distributor, Inc.
Oppenheimer Fund means any investment company registered under the Investment Company Act for which OppenheimerFunds serves as the investment adviser or for which OFDI serves as the principal underwriter.
Personal Account means any account owned by, or in the name of, an OppenheimerFunds Employee or Access Person in which Securities may be held or any such account in which an Employee (including an Access or Investment Person) has a Beneficial Interest.
Portfolio Manager means an Access Person who has direct responsibility and authority to make investment decisions affecting a particular Advisory Client.
Private Placement means an offering that is exempt from registration pursuant to Section 4(2) or Section 4(6) of the 1933 Act or pursuant to rules 504, 505 or 506 under the 1933 Act.
Security means, except as noted below, generally any investment, instrument, asset or holding , whether publicly or privately traded, and any option, future, forward contract or other obligation involving securities or index thereof, including an instrument whose value is derived or based on any of the above (derivative). A security also includes any instrument that is convertible or exchangeable into a security or which confers a right to purchase a security.
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For purposes of the Code, the term Security specifically includes shares of any Oppenheimer Fund or an exchange-traded fund (or ETF).
For purposes of this Code, the term Security does not include:
(i) Shares of a registered open-end investment company (other than an Oppenheimer Fund), shares of a money market fund that holds itself out as a money market fund under Rule 2a-7 of the Investment Company Act, or shares of unit investment trusts that invest exclusively in registered open-end investment companies;
(ii) Direct obligations of the U.S. government ( e.g ., Treasury securities) or any derivative thereof;
(iii) Investment grade short-term debt instruments, such as bank certificates of deposit, bankers acceptances, repurchase agreements, and commercial paper;
(iv) Insurance contracts, including life insurance or annuity contracts;
(v) Direct investments in real estate, private business franchises or similar ventures; or
(vi) Physical commodities (including foreign currencies) or any derivatives thereof.
Security Held or to Be Acquired by an Advisory Client means any Security that, within the most recent 15 days (i) is or has been held by the Advisory Client or (ii) is being considered by the Advisory Client or its investment adviser for purchase by the Advisory Client. A Security Held or to Be Acquired also includes any option to purchase or sell, and any security convertible into or exchangeable for, a Security.
A security is Being Considered for Purchase or Sale from the time an order is given by or on behalf of the Portfolio Manager to the order room of an Advisory Client until the time all orders with respect to that security are completed or withdrawn.
Sub-Adviser means an investment adviser that acts as an investment sub-adviser to a portfolio advised by OppenheimerFunds and is not affiliated with OppenheimerFunds.
Supervised Person means any partner, officer, director (or other person occupying a similar status or performing similar functions), or employee of OppenheimerFunds, or other person who provides investment advice on behalf of OppenheimerFunds and is subject to the supervision and control of OppenheimerFunds.
5. Short-Term Trading in Oppenheimer Funds
OppenheimerFunds policy is to prevent disruptive short-term trading in the Oppenheimer Funds. Accordingly, when purchasing, exchanging, or redeeming shares of Oppenheimer Funds, all Employees must comply in all respects with the policies and standards set forth in the funds prospectuses, including specifically the restrictions on market timing activities, exchanges and redemption policies.
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Any Employee who redeems shares of an Oppenheimer Fund purchased within the preceding 30 days (a short-term trade) must report that short-term trade to the Code Administrator no more than two business days after the redemption. The Employee may be required to relinquish any profit made on a short-term trade and will be subject to disciplinary action if the Employee fails to report the short-term trade in a timely manner or the Code Administrator determines that the short-term trade was detrimental to the interests of the Oppenheimer Fund or its shareholders. For purposes of this paragraph, a redemption includes a redemption by any means, including an exchange from the Fund.
This policy does not cover purchases, redemptions or exchanges (i) into or from money market funds, or (ii) effected on a regular periodic basis through systematic plans, such as automatic monthly redemptions to a checking or savings account.
6. Requirements for All Personal Accounts
Every Employee must obtain pre-approval before opening a new Personal Account with a financial firm or institution ( e.g ., broker, dealer, adviser, or any other professional money manager), including accounts opened by Family Members. Pre-approval is not required prior to opening any account that does not have the ability to hold Securities ( i.e ., a traditional checking account) or an internal OppenheimerFunds account.
An Employee may maintain Personal Accounts with the financial firm of his or her choice, provided the firm is able to provide copies of the Employees account statements to the Code Administrator and such statements are being provided. However, the Code Administrator or the Code of Ethics Oversight Committee may require any Employee to maintain his or her Personal Accounts with specified firms or prohibit any Employee from maintaining his or her Personal Accounts with specified firms.
7. Access Persons Prohibited Transactions in Securities
A. An Access Person is prohibited from:
(i) purchasing any Security in an Initial Public Offering or Private Placement, without pre-approval from the Code Administrator. If an Access Person seeks pre-approval for the acquisition of a Security in a Private Placement or an Initial Public Offering, the Access Person shall set forth in detail the rationale for the transaction.
(ii) purchasing or selling any interest in a collective investment vehicle that is exempt from registration under the 1933 Act, including, but not limited to, hedge funds, private funds or similar investment limited partnerships, without pre-approval from the Code Administrator;
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(iii) selling a security short, except a short sale as a hedge against a long position in the same security if such short sale has been identified to and pre-approved by the Code Administrator; and
(iv) purchasing or selling in his or her Personal Account options or futures, other than options and futures related to broad-based indices, U.S. Treasury securities, currencies and long portfolio positions in the same or a substantially similar security.
B. Transactions Exempt from these Prohibitions and Pre-Clearance Requirements . The following transactions by Access Persons are exempt from the prohibitions of this Section 7 and do not require pre-clearance:
(i) Purchases or sales of Securities made in a Discretionary Account;
(ii) Involuntary purchases or sales of Securities in a Personal Account, such as Securities received pursuant to a dividend reinvestment plan or a stock split or through a gift or bequest; or
(iii) Purchases of Securities in a Personal Account that result from the exercise of rights acquired from an issuer as part of a pro rata distribution to all holders of a class of Securities of such issuer and the sale of such rights.
C. Duration of Pre-Approvals . Pre-approval remains in effect until the end of the next business day on which such pre-approval is granted or as otherwise specified by the Code Administrator.
8. Investment Persons Prohibited Transactions in Securities .
A. Pre-Approval . Every Investment Person must obtain pre-approval of every Securities transaction in his or her Personal Account, except as noted below in this section 8.C.
B. An Investment Person is prohibited from:
(i) purchasing any Security in an Initial Public Offering or Private Placement, without pre-approval from the Code Administrator. Any Investment Person who has purchased a Security in a Private Placement or an Initial Public Offering for his or her Personal Account must disclose that investment to the Code Administrator before he or she participates in the subsequent consideration of an investment in Securities of the same or a related issuer for an Advisory Client. An independent review of the Advisory Clients proposed investment shall be conducted by the Code Administrator and/or Investment Persons who do not have an interest in the issuer.
(ii) purchasing or selling any interest in a collective investment vehicle that is exempt from registration under the 1933 Act, including, but not limited to, hedge funds, private funds or similar investment limited partnerships, without pre-approval from the Code Administrator;
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(iii) selling a security short, except a short sale as a hedge against a long position in the same security if such short sale has been identified to and pre-approved by the Code Administrator; and
(iv) purchasing or selling in his or her Personal Account options or futures, other than options and futures related to broad-based indices, U.S. Treasury securities, currencies and long portfolio positions in the same or a substantially similar security.
C. Transactions Exempt from these Prohibitions and Pre-Approval Requirements . The following transactions by an Investment Person are exempt from the prohibitions of this Section 8 and do not require pre-approval:
(i) De Minimis Exception . Purchases or sales of any Security up to $10,000 in any 30-day period do not require pre-approval.
( ii) Discretionary Account . Purchases or sales of Securities made in a Discretionary Account do not require pre-approval. Any Investment Person claiming to have a Discretionary Account must first provide a written explanation to the Code Administrator describing the circumstances or arrangements of the Discretionary Account and reasons why the Investment Person believes the account should be considered a Discretionary Account. The Code Administrator may require pre-approval of any Discretionary Account.
(iii) Transactions of any open-end non-Oppenheimer Fund . A purchase or sale of shares of any open-end non-Oppenheimer Fund or open-end Oppenheimer Fund that the Investment Person does not serve in the capacity, or perform the functions that warrant him or her to be identified, as an Investment Person does not require pre-approval. Pre-approval is required for transactions in an open-end investment company for which OppenheimerFunds is the investment sub-adviser and the Investment Person serves in the capacity, or perform the functions, that warrant him or her to be identified as an Investment Person.
(iv) Exchange-traded funds (ETFs) . ETFs do not require pre-approval.
(v) Securities issued by the U.S. government, its agencies, instrumentalities and government-sponsored enterprises do not require pre-approval;
(vi) Bankers acceptances, bank certificates of deposit, commercial paper, and short-term debt instruments (including repurchase agreements), provided such debt instruments have a maturity at the date of issuance of less than 366 days and are rated in one of the two highest rating categories by a nationally recognized statistical rating organization do not require pre-approval;
(vii) Involuntary purchases or sales of Securities in a Personal Account, such as Securities received pursuant to a dividend reinvestment plan or a stock split or through a gift or bequest do not require pre-approval; or
(viii) Purchases of Securities in a Personal Account that result from the exercise of rights acquired from an issuer as part of a pro rata distribution to all holders of a class of Securities of such issuer and the sale of such rights do not require pre-approval.
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E. 15-Day Blackout Period . No Investment Person may purchase or sell any Security for his or her Personal Account within fifteen (15) calendar days before or fifteen (15) calendar days after the same Security is purchased or sold by an Advisory Client for whom the Investment Person serves in the capacity, or performs the functions, that warrant him or her to be identified as an Investment Person. Provided however, the Code Administrator may exclude from this provision trades for an Advisory Client that are programmatic in nature and do not represent a substantive investment decision with respect to any particular Security ( e.g ., a program trade to sell pro-rata portions of each Security in an Advisory Clients portfolio). The Code Administrator shall maintain a record of such transactions.
If an Investment Person obtains pre-approval pursuant to this Section 8 for a transaction in a Security, and a transaction in the same Security for an Advisory Client for which that Investment Person acts as an Investment Person takes place within a period of fifteen (15) calendar days following the Investment Persons transaction, the Investment Persons transaction may be reviewed further by the Code Administrator or the Code of Ethics Oversight Committee to determine the appropriate action, if any. For example, the Code Administrator or the Committee may recommend that the Investment Person be subject to a price adjustment to ensure that he or she did not receive a better price than the Advisory Client.
F. Short-Term Trading (60 days) . No Investment Person may purchase and sell, or sell and purchase, in his or her Personal Account any Security within any period of sixty (60) calendar days, except:
(i) the instruments listed in section 8.A. above provided they are used for bona fide hedging purposes and the trade has been pre-approved by the Code Administrator; or
(ii) a Security sold at a loss, if the trade has been pre-approved by the Code Administrator.
G. Duration of Pre-Approvals . Pre-approval remains in effect until the end of the next business day on which such pre-approval is granted or as otherwise specified by the Code Administrator.
9. Reporting Requirements
All OppenheimerFunds Employees have an obligation to provide notice to the Code Administrator on a timely basis if there is a change to their duties, responsibilities or title that affects their reporting status under this Code.
A. All Employees (who are not Access Persons or Investment Persons).
(i) Duplicate Confirms. Each Employee shall arrange for duplicate copies of confirmations of all transactions and/or periodic account statements of all Personal Accounts to be sent directly to the Code Administrator. Account statements are not required if a Personal Account does not have the ability to hold Securities ( i.e ., a traditional checking account).
(ii) Initial and Annual Reports. Each Employee must initially and on an annual basis thereafter, report in writing to the Code Administrator all holdings and all
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transactions in Securities occurring in his or her Personal Account and any new Personal Account established during the most recent year (such information to be current as of a date no more than 45 days before the report is submitted). Each initial and annual report must contain the following information:
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Name(s) in which the Personal Account is registered and the date the Personal Account was established; |
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Title and type of security, number of shares, principal amount, interest rate and maturity (as applicable) of each security held in the Personal Account; |
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Name of the broker, dealer or bank with which the Personal Account is maintained; and |
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The date the report is submitted. |
Reports submitted pursuant to this Code may contain a statement that the report is not to be construed as an admission that the Employee has or had any direct or indirect Beneficial Interest in any Security to which the report relates.
B. Access Persons (including Investment Persons)
(i) Duplicate Confirms. Each Access Person or Investment Person shall arrange for duplicate copies of confirmations of all transactions and/or periodic account statements of all Personal Accounts to be sent directly to the Code Administrator. Account statements are not required if a Personal Account does not have the ability to hold Securities (i.e., a traditional checking account).
(ii) Quarterly Reports. Each Access Person or Investment Person must report in writing to the Code Administrator, within 30 days after the end of each calendar quarter, all transactions in Securities occurring in the quarter in his or her Personal Account and any new Personal Account established during the most recent calendar quarter. If there were no such transactions or new accounts, the report should state None.
An Access Person or Investment Person is deemed to be in compliance with these reporting requirements if all the information required is contained in trade confirmations and/or periodic account statements previously provided to the Code Administrator for the time period covered by the quarterly report.
Each quarterly report must contain the following information with respect to each reportable transaction:
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Name(s) in which the Personal Account is registered and the date the Personal Account was established; |
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Date and nature of the transaction (purchase, sale or any other type of acquisition or disposition); |
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Title and type of security, number of shares, principal amount, interest rate and maturity (if applicable) of each Security and the price at which the transaction was effected; |
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Name of the broker, dealer or bank with or through whom the Account was established or through which the transaction was effected; and |
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The date the report is submitted. |
(iii) Initial and Annual Reports. Each Access Person or Investment Person shall, within 10 days after becoming an Access Person or Investment Person, and at least annually thereafter, provide a written holdings report to the Code Administrator with the following information (such information to be current as of a date no more than 45 days before the report is submitted):
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Name(s) in which the Personal Account is registered and the date the Personal Account was established; |
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Title and type of security, number of shares, principal amount, interest rate and maturity (as applicable) of each security held in the Personal Account; |
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Name of the broker, dealer or bank with which the Personal Account is maintained; and |
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The date the report is submitted. |
Reports submitted pursuant to this Code may contain a statement that the report is not to be construed as an admission that the Access Person has or had any direct or indirect Beneficial Interest in any Security to which the report relates.
(iv) Securities Exempt from Reporting Requirements . Holdings of and transactions in the types of Securities listed below are exempt from the reporting requirements of the Code and do not have to be included in reports submitted to the Code Administrator.
(a) Involuntary purchases or sales of Securities in a Personal Account, such as Securities received pursuant to a dividend reinvestment plan or a stock split or through a gift or bequest; or
(b) Purchases of Securities in a Personal Account that result from the exercise of rights acquired from an issuer as part of a pro rata distribution to all holders of a class of Securities of such issuer and the sale of such rights.
(c) Securities issued by the U.S. government, its agencies, instrumentalities and government-sponsored enterprises;
(d) Bankers acceptances, bank certificates of deposit, commercial paper, short-term debt instruments (including repurchase agreements) provided such debt instruments have a maturity at the date of issuance of less than 366 days and are rated in one of the two highest rating categories by a nationally recognized statistical rating organization; or
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(e) Shares of any open-end non-Oppenheimer fund except an open- end investment company for which OppenheimerFunds serves as the investment sub-adviser or any ETF. (Any trade in an ETF does have to be reported.)
10. Certifications (for All Employees)
a) Every Employee shall acknowledge that he or she has received the Code of Ethics and understands that he or she is subject to its requirements.
b) Every Employee shall acknowledge and certify at least annually that he or she: (i) has read and understands the Code of Ethics; (ii) is subject to its requirements; and (iii) has complied with the requirements of the Code of Ethics.
c) Every Employee shall certify annually that he or she has reported all transactions in and holdings of Securities in Personal Accounts required to be reported pursuant to the Code.
11. Independent Directors of Oppenheimer Funds
An Independent Director of an Oppenheimer Fund is required to report only those transactions in his or her Personal Account in a Security (excluding, for purposes of this subparagraph, open-end Oppenheimer Funds) that at the time such Director knew, or in the ordinary course of fulfilling his or her duties would have had reason to know, was purchased or sold or was Being Considered for Purchase or Sale by an Advisory Client during the fifteen (15) calendar day period immediately before or after the date of the Independent Directors transaction. No report will be required for any quarter in which an Independent Director has only exempt transactions to report.
Sanctions for any violation of this Code of Ethics by an Independent Director of an Oppenheimer Fund or a Director of OFI will be determined by a majority vote of other Independent Directors of such Fund or other Directors of OFI, as applicable.
12. Penalties and Sanctions
a) Disgorgement . Any profits realized or losses avoided on trades prohibited by Sections 7-8 shall be subject to disgorgement.
b) Sanctions . Any violation of this Code shall be subject to the imposition of such sanctions by the Code Administrator as the Code Administrator deems appropriate under the circumstances to achieve the purposes of this Code, provided, however, if the sanctions includes suspension or termination of employment, such suspension or termination must be further approved by the Code of Ethics Oversight Committee and the chief executive officer of the relevant company.
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Such sanctions may include, but will not necessarily be limited to, one or more of the following: a letter of censure; restitution of an amount equal to the difference between the price paid or received by the affected Advisory Client(s) and the more advantageous price paid or received by the offending person; the suspension or termination of personal trading privileges; or the suspension or termination of employment.
c) Legal Action. OppenheimerFunds reserves the right to take any legal action it deems appropriate against any Employee who violates any provision of this Code and to seek to hold Employees liable for any and all damages (including, but not limited to, all costs and attorney fees) that OppenheimerFunds may incur as a direct or indirect result of any such Employees violation of this Code or related law or regulation.
d) Review Process . An Employee may request review by the Code of Ethics Oversight Committee of a decision or determination made by the Code Administrator pursuant to this Code. The Committee, in its sole discretion, may elect to consider or reject the request for review.
13. Duties of the Code of Ethics Oversight Committee
The Code of Ethics Oversight Committee is responsible for establishing policies and procedures for the administration of the Code, considering and approving amendments to the Code, and reviewing and considering any decisions made by the Code Administrator upon request of an Employee or involving suspension or termination of employment. The Committee may be assisted by counsel in fulfilling its duties if deemed appropriate. The membership of the Code of Ethics Oversight Committee shall consist of OFIs personnel as may be appointed by the chief executive officer of OFI from time to time. Any Committee member may be removed from the Committee at the sole discretion of the chief executive officer.
14. Duties of the Code Administrator
The Code Administrator shall have the following responsibilities:
a) Maintaining a current list of the names of all Access Persons and Investment Persons with an appropriate description of their title or employment;
b) Furnishing all Employees and Access Persons with a copy of this Code and initially and periodically informing them of their duties and obligations thereunder;
c) Designating, as desired, appropriate personnel to review transaction and holdings reports submitted by Access Persons;
d) Reviewing and considering pre-approval requests from Access Persons and Investment Persons and setting forth in detail the rationale for any approvals granted to such Access Persons or Investment Persons;
e) Maintaining or supervising the maintenance of all records required by this Code;
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f) Reviewing listings of all transactions effected by any Access Person within fifteen (15) days of the date on which the same security was held, purchased or sold by an Advisory Client;
g) Issuing any interpretation of this Code that may appear consistent with the objectives of this Code;
h) Conducting such investigations as shall reasonably be required to detect and report any apparent violations of this Code to the Code of Ethics Oversight Committee and to the Directors of the affected Oppenheimer Funds;
i) Submitting a quarterly report to the Board of Directors of each potentially affected Oppenheimer Fund of any violations of this Code and the sanction imposed as a result; any transactions suggesting the possibility of a violation; any interpretations issued by and any exemptions or waivers found appropriate by the Code Administrator; and any other significant information concerning the appropriateness of this Code.
j) Submitting a written report at least annually to the Board of Directors of each Oppenheimer Fund that:
(i) | describes any issues arising under the Code 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; |
(ii) | summarizes existing procedures concerning personal investing and any changes in the procedures made during the previous year; |
(iii) | identifies any recommended changes in existing restrictions or procedures based upon experience under the Code, evolving industry practices or developments in applicable laws or regulations; |
(iv) | reports with respect to the implementation of this Code through orientation and training programs and on-going reminders; and |
(v) | certifies that each Oppenheimer Fund, OppenheimerFunds and OFDI, each have adopted procedures reasonably necessary to prevent Access Persons from violating the Code. |
15. Recordkeeping
The Code Administrator shall maintain and cause to be maintained in an easily accessible place, the following records:
a) A copy of any Code adopted pursuant to Rule 17j-1 under the Investment Company Act or Rule 204A-1 under the Advisers Act which has been in effect during the most recent five (5) year period;
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b) A record of any violation of any such Code, and of any action taken as a result of such violation, within five (5) years from the end of the fiscal year of OppenheimerFunds in which such violation occurred;
c) A copy of all acknowledgements by Access Persons during the most recent five (5) year period;
d) A copy of each report made by a Access Person, as well as trade confirmations and/or account statements that contain information not duplicated in such reports, within five (5) years from the end of the fiscal year of OppenheimerFunds in which such report is made or information is provided, the first two (2) years in an easily accessible place;
e) A copy of each report made by the Code Administrator within five (5) years from the end of the fiscal year of OppenheimerFunds in which such report is made or issued, the first two (2) years in an easily accessible place;
f) A list, in an easily accessible place, of all persons who are, or within the most recent five (5) year period have been Access Persons or were required to make reports pursuant to Rules 17j-1 and 204A-1 and this Code or who are or were responsible for reviewing these reports; and
g) A record of any decision, and the reasons supporting the decision, to permit an Access Person or Investment Person to acquire a Private Placement or Initial Public Offering security, for at least five (5) years after the end of the fiscal year in which permission was granted.
16. Amendments
Any material changes to this Code must be approved by the board of directors of each company adopting this Code, and, if this Code is adopted as the Code of Ethics of the Oppenheimer Funds, by the board of directors or trustees of each Oppenheimer Fund, including a majority of the Independent Directors or Trustees. Approval of any material change to this Code by the board of directors or trustees of the Oppenheimer Funds must be obtained within six months after the change has been adopted by OppenheimerFunds.
This Code of Ethics dated June 1, 2011, has been adopted by:
The New York and Denver Boards of the Oppenheimer Funds
OppenheimerFunds, Inc.
OppenheimerFunds Distributor, Inc.
Centennial Asset Management Corporation
Oppenheimer Real Asset Management, Inc.
OFI Institutional Asset Management, Inc.
HarbourView Asset Management Corporation
OFI Private Investments, Inc.
OFI Trust Company
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Exhibit (p)(24)
ADVISORY EMPLOYEE INVESTMENT
TRANSACTION POLICY
For
BLACKROCK AFFILIATED COMPANIES
Adopted: February 1, 2005
Last Revised: April 27, 2011
Table of Contents
I. PREAMBLE | 1 | |||||
A. |
General Principles | 1 | ||||
B. |
The General Scope of the Policys Application to Personal Investment Transactions | 2 | ||||
C. |
The Organization of this Policy | 3 | ||||
D. |
Questions | 3 | ||||
II. LIST OF APPROVED BROKERS | 3 | |||||
III. PERSONAL INVESTMENT TRANSACTIONS | 4 | |||||
A. |
In General | 4 | ||||
B. |
Reporting Obligations | 4 | ||||
C. |
Prohibited or Restricted Investment Transactions | 7 | ||||
D. |
Investment Transactions Requiring Pre-Clearance | 8 | ||||
E. |
Ban on Short-Term Trading Profits | 10 | ||||
F. |
Blackout Periods | 11 | ||||
IV. INSIDE INFORMATION AND SERVICE AS A DIRECTOR | 12 | |||||
A. |
Inside Information | 12 | ||||
B. |
Service as a Director | 13 | ||||
V. EXEMPTIONS | 13 | |||||
VI. COMPLIANCE | 14 | |||||
A. |
Certifications | 14 | ||||
B. |
Supervisory Procedures | 15 | ||||
Appendix | Appendix-1 | |||||
Schedule A | A-1 |
ADVISORY EMPLOYEE INVESTMENT TRANSACTION POLICY FOR
BLACKROCK INVESTMENT ADVISER COMPANIES
I. PREAMBLE
A. General Principles
This amended and revised Advisory Employee Investment Transaction Policy (the Policy) is based on the principle that you, as an Advisory Employee under the control of BlackRock, Inc. (BlackRock), owes a fiduciary duty of undivided loyalty to the registered investment companies, institutional investment clients, personal trusts and estates, guardianships, employee benefit trusts, and other Advisory Clients which that Adviser serves. 1 Accordingly, you must avoid transactions, activities, and relationships that might interfere or appear to interfere with making decisions in the best interests of those Advisory Clients.
At all times, you must observe the following general principles :
1. You must place the interests of Advisory Clients first.
As a fiduciary you must scrupulously avoid serving your own personal interests ahead of the interests of Advisory Clients. You must adhere to this general fiduciary principle as well as comply with the Policys specific provisions. Technical compliance with the Policy will not automatically insulate from scrutiny any Investment Transaction that indicates an abuse of your fiduciary duties or that creates an appearance of such abuse.
Your fiduciary obligation applies not only to your personal Investment Transactions but also to actions taken on behalf of Advisory Clients. In particular, you may not cause an Advisory Client to take action, or not to take action, for your personal benefit rather than for the benefit of the Advisory Client. For example, you would violate this Policy if you caused an Advisory Client to purchase a Security you owned for the purpose of increasing the value of that Security. If you are a Portfolio Employee, you would also violate this Policy if you made a personal investment in a Security that might be an appropriate investment for an Advisory Client without first considering the Security as an investment for the Advisory Client.
2. You must conduct all of your personal Investment Transactions in full compliance with this Policy, the BlackRock, Inc. Insider Trading Policy, and the other policies of BlackRock (including the policies that restrict trading in BLK, BKCC or AHR).
BlackRock encourages you and your family to develop personal investment programs. However, those investment programs must remain within boundaries reasonably necessary to ensure that appropriate safeguards exist to protect the interests of our Advisory Clients and to avoid even the appearance of unfairness or impropriety. Doubtful situations should be resolved in favor of our Advisory Clients and against your personal Investment Transactions.
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This policy uses a number of capitalized terms , e.g. , Advisor, Advisory Client, Advisory Employee, Beneficial Ownership, Non-Reportable Security, Fixed Income Securities, Fully Discretionary Account, Futures Contract, Immediate Family, Investment Transaction, Personal Account, Portfolio Employee, Portfolio Manager, Related Account, and Security. The first time a capitalized term is used, a definition is stated in the text or in a footnote. The full definitions of these capitalized terms are set forth in Appendix I. To understand your responsibilities under the Policy, it is important that you review and understand all of the definitions of capitalized terms in Appendix I. As indicated in Appendix I: |
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3. You must act in compliance with the U.S. Federal Securities Laws.
As an Advisory Employee of BlackRock, it is your duty to conduct all activities in a manner that is consistent with Federal Securities Laws, which include the Securities Act of 1933, as amended (the Securities Act), the Exchange Act, the Sarbanes-Oxley Act of 2002, the Investment Company Act of 1940, as amended (1940 Act), the Investment Advisers Act of 1940, as amended (the Advisers Act), Title V of Gramm-Leach-Bliley Act, any rules adopted by the U.S. Securities and Exchange Commission (the SEC) under any of these statutes, the Bank Secrecy Act as it applies to funds and investment advisers and any rules adopted thereunder by the SEC or the U.S. Department of the Treasury.
4. You must not take inappropriate advantage of your position.
The receipt of investment opportunities, gifts or gratuities from persons seeking to do business, directly or indirectly, with BlackRock, an affiliate, or an Advisory Client could call into question the independence of your business judgment. Doubtful situations should be resolved against your personal interests.
5. You must promptly report any violations of this Policy to BlackRocks Chief Compliance Officer or his designees.
You must report any violation of which you are aware by any person subject to this Policy. BlackRocks Chief Compliance Officer (the CCO) and the Legal and Compliance Department will keep reports of violations and the identity of those reporting violations strictly confidential. You shall not be subject to any retaliation for reporting a violation in good faith.
B. The General Scope of the Policys Application to Personal Investment Transactions
Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act require reporting of all personal Investment Transactions in Securities (other than certain Non-Reportable Securities) by Advisory Employees, whether or not they are Securities that might be purchased or sold by or on behalf of an Advisory Client. This Policy implements that reporting requirement.
However, since a primary purpose of the Policy is to avoid conflicts of interest arising from personal Investment Transactions in Securities and other instruments that are held or might be acquired on behalf of Advisory Clients, this Policy only places restrictions on personal Investment Transactions in such investments. This Policy also requires reporting and restricts personal Investment Transactions in certain Futures Contracts which, although they are not Securities, are instruments that Advisers buy and sell for Advisory Clients.
Although this Policy applies to all officers and other Advisory Employees of BlackRock, the Policy recognizes that Portfolio Managers, and the other Portfolio Employees who provide Portfolio Managers with advice and who execute their decisions, occupy more sensitive positions than other Advisory Employees, and that it is appropriate to subject their personal Investment Transactions to greater restrictions.
As of the effective date of this amended and revised Policy, Sections III and IV of this Policy only apply to you if you are an Advisory Employee (which includes Portfolio Employees). You are deemed an Advisory Employee unless you have been positively identified in writing by the CCO or his designee as not being an Advisory Employee. In addition, there are certain non-U.S. employees who are subject to this Policy due to their involvement with U.S. registered investment advisers (as defined above).
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C. The Organization of this Policy
The remainder of this Policy is divided into five main topics. Section II contains a list of approved brokers. Section III concerns personal investment transactions . Section IV describes restrictions that apply to Advisory Employees who receive inside information or seek to serve on a board of directors or similar governing body . Section V outlines the procedure for seeking case-by-case exemptions from the Policys requirements. Section VI summarizes the methods for ensuring compliance under this Policy. In addition, the following Appendix is part of this Policy:
1. Definitions of Capitalized Terms
Also, please note that the following forms are located on the Legal & Compliance home page on the BlackRock Intranet. The forms can be found under BlackRock Policies, Employee Investment Policies.
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Acknowledgement of Receipt of The Policy |
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III-A. Request for Duplicate Broker Reports (For persons not associated with a BlackRock broker/dealer affiliate) |
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III-B. Request for Duplicate Broker Reports (For persons associated with a BlackRock broker/dealer affiliate) |
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BlackRock broker/dealer affiliates include BlackRock Investments, LLC, BlackRock Capital Markets, LLC, BlackRock Execution Services and BlackRock Fund Distribution Company. |
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Fully Discretionary Account Form |
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Third Party Mutual Funds Advised or Sub-Advised by BlackRock, Inc. Affiliated Advisers. |
D. Questions
Questions regarding this Policy should be addressed to the CCO or his designees. If you have any question regarding the interpretation of this Policy or its application to a potential Investment Transaction, you should consult the CCO (or his designees) before you execute that transaction.
II. LIST OF APPROVED BROKERS
All BlackRock employees are required to maintain Personal Accounts and Related Accounts (either referred to as Account(s)), as defined below, at one of the broker-dealers listed in Schedule A, attached (Approved Brokers).
Please note there are limited exceptions to the Approved Broker requirement that must be approved via the CCO or his designee (including but not limited to former employer 401(k) plans, former employee stock purchase plans (ESPP), or cases where an Advisory Employees spouse is employed by a broker-dealer not included in the List of Approved Brokers).
Non-U.S. employees are subject to the Approved Broker requirements of the personal trading policies in their local jurisdictions.
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III. PERSONAL INVESTMENT TRANSACTIONS
A. In General
Subject to the limited exclusions described below, you are required to report all Investment Transactions in Securities and Futures Contracts made by you, a member of your Immediate Family, a trust or an investment club in which you have an interest, or on behalf of any account in which you have an interest or which you direct. In addition, Advisory Employees must provide prior notification and receive clearance of certain Investment Transactions in Securities and Futures Contracts that an Adviser holds or may acquire on behalf of an Advisory Client. (A purchase, sale or exercise of an option is a separate Investment Transaction for purposes of these requirements.) The details of these reporting and prior notification requirements are described below.
B. Reporting Obligation s
1. Use of Approved Brokers
Except as otherwise provided, all Personal Accounts and Related Accounts must be held with an Approved Broker. Where transactions are made directly with the issuer in a direct stock purchase plan or Dividend Reinvestment Plan (DRIP), or with the mutual fund company (with respect to open-end mutual funds), you must report to BlackRock the information regarding any account with a transfer agent or bank executing such transaction.
This requirement also applies to any purchase or sale of a Security or Futures Contract in which you have, or by reason of the Investment Transaction will acquire, a Beneficial Ownership interest. Thus, as a general matter, any Securities or Futures Contract transactions by members of your Immediate Family will need to be reported if made through an Approved Broker, bank or transfer agent.
2. Investment Company Securities
Ownership of Open-End Funds advised or sub-advised by BlackRock:
All BlackRock employees are required to make any purchases of shares of the open-end BlackRock Funds (except for shares held in the BlackRock 401(k) Plan) directly through the Funds transfer agent, BNY Mellon (BNY), in an account at Merrill Lynch Pierce Fenner & Smith (MLPF&S), Fidelity, Charles Schwab (CS) or UBS. Upon commencing employment, you must transfer any existing holdings of shares of open-end BlackRock Funds held in any broker-dealer, trust, custodial or other account into an account at BNY, MLPF&S, Fidelity, CS or UBS. Transactions in shares of open-end BlackRock Funds are not subject to the prior notification requirements as described in Section III.D.1 below. In addition, Advisory Employees are required to report Investment Transactions in, and accounts holding, third-party mutual funds advised or sub-advised by BlackRock. A list of such third-party mutual funds may be found on the Legal & Compliance home page on the BlackRock Intranet under Advised or Sub-Advised Third Party Funds. Employees are not required to report Investment Transactions in mutual funds not advised or sub-advised by BlackRock, but employees are required to report the existence of the account.
3. Initial Report
Within ten days of becoming an Advisory Employee, you must submit an Initial Holdings Certification (the Certification) via BlackRocks Personal Trading Assistant (PTA). The information contained in the Certification must be current as of date no more than 45 days prior to commencing employment or becoming subject to this Policy, for each and
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every Personal Account and Related Account that holds or is likely to hold a Security or Futures Contract in which you have a Beneficial Ownership interest, as well as copies of confirmations for any and all Investment Transactions subsequent to the effective dates of those statements. This requirement includes accounts held directly with the issuer of the Security in the case of direct stock purchase plans, DRIPs and accounts held directly with open-end mutual funds.
You should also enter into PTA the name of any broker-dealer, bank and/or futures commission merchant and the identifying account number for any Personal Account and Related Account that holds or is likely to hold a Security or Futures Contract in which you have a Beneficial Ownership interest for which you cannot supply the most recent account statement.
In addition, you must also enter into PTA the following information for each Security or Futures Contract in which you have a Beneficial Ownership interest:
a. | a description of the Security or Futures Contract, including its name or title; |
b. | the quantity ( e.g. , in terms of numbers of shares, units or contracts, and the principal amount of debt Securities) of the Security or Futures Contract; |
c. | the custodian of the Security or Futures Contract; and |
d. | the exchange-ticker symbol or cusip, interest rate and maturity date and, with respect to transactions, the nature of the transaction (buy, sale or other type of acquisition or disposition), price and name of broker-dealer, bank or futures commission merchant effecting the transaction. |
4. New Accounts
Upon the opening of a new Personal Account or a Related Account, or any other account, that holds or is likely to hold a Security, Futures Contract, or Non-Reportable Security in which you have a Beneficial Ownership interest, you must enter into PTA the name of the Approved Broker for that account, the identifying account number for that Personal Account or Related Account, and the date that the account was established.
5. Timely Reporting of Investment Transactions
You must cause each Approved Broker that maintains a Personal Account or a Related Account that holds a Security or a Futures Contract in which you have a Beneficial Ownership interest to provide to the CCO (or his designee), on a timely basis, duplicate copies of confirmations of all Investment Transactions in that account and of periodic statements, but in no event later than 30 days following the end of a calendar quarter for that account.
In addition, you must report, on a timely basis, but in no event later than 30 days, any Investment Transaction in a Security or Futures Contract in which you have or acquired a Beneficial Ownership interest that was made without the use of an Approved Broker.
6. Related Accounts
The reporting obligations described above also apply to any Related Account (as defined in the Appendix) and to any Investment Transaction in a Related Account.
It is important that you recognize that the definitions of Personal Account, Related Account and Beneficial Ownership in the Appendix will most likely require you to provide, or arrange for, the broker-dealer, bank or futures commission merchant, copies
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of reports for any of these accounts used by or for a member of your Immediate Family or a trust in which you or a member of your Immediate Family has an interest, as well as for any other accounts in which you may have the opportunity, directly or indirectly, to profit or share in the profit derived from any Investment Transaction in that account, including the account of any investment club to which you belong.
7. Annual Holdings Report
You must report to the CCO, or his designee, on an annual basis, holdings of all Securities and Futures Contracts in which you have a Beneficial Ownership interest. This requirement can generally be satisfied by causing each broker-dealer, bank or futures commission merchant that maintains a Personal Account and/or a Related Account, or any other account that holds a Security or Futures Contract in which you have a Beneficial Ownership interest, to provide to the CCO (or his designee), on a timely basis, Duplicate Broker Reports in accordance with the requirements under Section III.B.5. above. If you have a Beneficial Ownership interest in a Security or Futures Contract that is not held in an account with an Approved Broker from whom the CCO (or his designee) receives a periodic statement of your Personal Account and/or Related Accounts, you must disclose relevant information on the Annual Holdings Report filed via PTA in accordance with the requirements under Section VI.A.2 of this Policy. The information in the Annual Holdings Report must be current as of a date no more than 45 days before the report is submitted.
You must supply, where indicated on the Annual Holdings Report, the following information for each Security or Futures Contract for which you had any Beneficial Ownership interest:
a. | a description of the Security or Futures Contract, including its name or title; |
b. | the quantity ( e.g., in terms of numbers of shares, units or contracts, and the principal amount of debt Securities) of the Security or Futures Contract; |
c. | the custodian of the Security or Futures Contract; and |
d. | the exchange-ticker symbol or cusip, and for debt Securities the interest rate and maturity date. |
The reporting requirements of this Section 7 do not apply to Securities issued by an investment company sponsored by the Adviser that is exempt from registration under the 1940 Act or Securities of commingled investment vehicles sponsored by the Adviser that are held in BlackRocks 401(k) Plan.
8. Exemptions From Investment Transaction Reporting
You need not report Investment Transactions in any account, including a Fully Discretionary Account, over which neither you nor an Immediate Family member has or had any direct or indirect influence or control. For example, Investment Transactions in the account of your spouse in an employee benefit plan would not have to be reported if neither you nor your spouse has any influence or control over those Investment Transactions.
You also need not report Investment Transactions in Non-Reportable Securities nor need you furnish, or require a broker-dealer or futures commission merchant to furnish, confirmations of Investment Transactions in Non-Reportable Securities. This includes, but is not limited to, Investment Transactions in U.S. Government Securities, money market interests, or shares in registered open-end investment companies ( i.e. , mutual funds) not advised or sub-advised by BlackRock or its affiliates and shares of unit investment trusts that invest exclusively in open-end funds, none of which are advised or sub-advised by BlackRock or an affiliate of BlackRock.
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9. Consultants
Consultants may be required to comply with the Policy depending on the nature of the work they perform for BlackRock and the sensitivity of the information used by the consultants to perform their duties. The CCO or his designee will determine whether a particular consultant is to be included under the Policy.
C. Prohibited or Restricted Investment Transactions
1. Transactions Involving BlackRocks Securities
Directors, officers and employees shall only be permitted to purchase or sell BlackRocks Securities during window periods as determined by BlackRocks Legal and Compliance Department. The Legal and Compliance Department will announce the opening and closing dates of each trading window by e-mail to all directors, officers and employees. It is currently expected that the trading window will open at the beginning of the second full trading day following the public release of quarterly financial information and that it will close at the end of the second trading day of the last month of the quarter for which such quarterly financial information was released. The Legal and Compliance Department may be required to open and close the window at other times.
Please remember that announcements that the window is open do not constitute pre-clearance to trade and that each transaction in BlackRocks Securities (including option exercises) must be pre-cleared by the Legal and Compliance Department in accordance with the AEITP. In addition, all standing purchase and sale orders for BlackRocks Securities entered by directors, officers and employees, must be cancelled before the end of trading on the New York Stock Exchange as of the closing date of each trading window.
As an Advisory Employee, you are subject to the following additional restrictions:
a. | You are prohibited from trading options or warrants for BlackRocks Securities. |
b. | You may not engage in any day trading or short selling of BlackRocks Securities. Day trading means buying and selling the same Securities during one calendar day. A short sale is a sale of Securities not owned by the seller or, if owned, not delivered against such sale within 20 days thereafter (a short against the box). |
c. | You are prohibited from purchasing single-stock futures contracts on BlackRocks Securities. |
2. Initial Public Offerings
As an Advisory Employee, you may not acquire Beneficial Ownership of any Security in an initial public offering, except that, with the prior approval of the General Counsel of BlackRock (the General Counsel) or his designee, you may acquire Beneficial Ownership of a Security in an initial public offering directed or sponsored by BlackRock. For purposes of this Policy, an initial public offering shall not include the purchase of a Security in an initial public offering by (i) a savings bank to its depositors, (ii) a mutual insurance company to its policyholders, or (iii) a building society to its depositors.
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3. Limited Offerings
You may not acquire Beneficial Ownership of any Security in a Limited Offering, or subsequently sell that interest, unless you have received the prior written approval of the CCO (or his designee) by completing the Private Placement Questionnaire. Limited Offerings, which are also referred to as private placements are offerings that are exempt from registration under the Securities Act pursuant to section 4(2) or section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 thereunder.
Approval will not be given unless a determination is made that the investment opportunity should not be reserved for one or more Advisory Clients, and that the opportunity to invest has not been offered to you by virtue of your position with an Adviser.
If you have acquired Beneficial Ownership of Securities in a Limited Offering, you must disclose that investment to the CCO when you play a part in any consideration of any investment by an Advisory Client in the issuer of the Securities, and any decision to make such an investment must be independently reviewed by a Portfolio Manager who does not have a Beneficial Ownership interest in any Securities of the issuer.
D. Investment Transactions Requiring Pre-Clearance
You must submit a pre-clearance form via PTA and receive clearance of any Investment Transaction (including gifts of Securities) in Securities or Futures Contracts in a Personal Account or Related Account, or in which you otherwise have or will acquire a Beneficial Ownership interest, unless that Investment Transaction, Security, or Futures Contract falls into one of the following categories that are identified as excluded from prior notification and clearance in Section III.D.2. The purpose of prior notification is to permit the CCO (or his designee) to take reasonable steps to investigate whether that Investment Transaction is in accordance with this Policy. Satisfaction of the prior notification requirement does not, however, constitute approval or authorization of any Investment Transaction for which you have given prior notification. As a result, the primary responsibility for compliance with this Policy rests with you.
1. Prior Notification and Clearance Procedure
Prior notification must be given by completing and submitting a pre-clearance form via PTA. No Investment Transaction requiring prior notification and clearance may be executed prior to the Approval status being displayed on the transaction screen on PTA, or receipt of the Approval email from PTA.
The time and date of that notice will be reflected on the Approval email sent by PTA to the Advisory Employee. Unless otherwise specified, an Investment Transaction requiring prior notification and clearance must be placed and executed by the end of trading in New York City or, in the case of Advisory Employees employed by BlackRock Investment Management (UK) Limited by the end of trading in the United Kingdom on the day of notice from the CCO (or his designee) that the prior notification process has been completed. If a proposed Investment Transaction is not executed (with the exception of a limit order) within the time specified, you must repeat the prior notification process before executing the transaction. A notice from PTA that the prior notification process has been completed is no longer effective if you discover, prior to executing your Investment Transaction, that the information on your prior pre-clearance form is no longer accurate, or if the CCO (or his designee) revokes his or her notice for any other reason.
The CCO (or his designee) may undertake such investigation as he or she considers necessary to investigate whether an Investment Transaction for which prior notification has been sought complies with the terms of this Policy and is consistent with the general principles described at the beginning of this Policy.
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As part of that investigation, the CCO (or his designee) will determine via PTA whether there is a pending buy or sell order in the same equity Security (except for orders of Securities included in the S&P 200 Index or in the FTSE 100 Index), or a Related Security , on behalf of an Advisory Client. If such an order exists, the pre-clearance request will receive a Denied message on the transaction screen on PTA.
2. Transactions, Securities and Futures Contracts Excluded from Prior Notification and Clearance
Prior notification and clearance will not be required for the following Investment Transactions, Securities and Futures Contracts. They are exempt only from the Policys prior notification requirement, and, unless otherwise indicated, remain subject to the Policys other requirements, including its reporting requirements.
a.Transactions | Excluded from Prior Notification and Clearance |
Prior | notification and clearance is not required for any of the following Investment Transactions: |
(i) | Any Investment Transaction in a Fully Discretionary Account that has been approved as such by the CCO or his designee. (You are not permitted to invest in Securities issued, sponsored or managed by BlackRock, Inc. or its investment advisory companies, subsidiaries or affiliates, any investment advisory company or broker-dealer affiliated with BlackRock, Inc. (BLK), BlackRock Kelso Capital Corp. (BKCC), Anthracite Capital, Inc. (AHR) or any closed-end or open-end BlackRock Funds, in a Fully Discretionary Account, except that open-end BlackRock Funds may be held in a Fully Discretionary Account at BNY, MLPF&S, Fidelity, CS or UBS); |
(ii) | Purchases of Securities under DRIPs; |
(iii) | Purchases of Securities by an exercise of rights issued to the holders of a class of Securities pro rata , to the extent those rights are issued with respect to Securities of which you have Beneficial Ownership; |
(iv) | Acquisitions or dispositions of Securities as the result of a stock dividend, stock split, reverse stock split, merger, consolidation, spin-off or other similar corporate distribution or reorganization applicable to all holders of a class of Securities of which you have Beneficial Ownership; |
(v) | Purchases of common stock of BlackRock, Inc. under the BlackRock, Inc. Employee Stock Purchase Plan, or matching shares of BlackRock, Inc. in BlackRocks 401(k) Plan or similar transactions of employer stock purchased and sold through employer benefit plans in which the spouse of a BlackRock employee may participate; |
(vi) | Investment Transactions in 529 Plans or Direct Stock Purchase Plans that have been approved by the CCO or his designee; |
(vii) | Automatic investments by direct debit into a personal equity plan (PEP), or similar type of plan in Non-Reportable Securities if the pre-notification process was completed for the first such investment; |
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(viii) | Investment Transactions made by a person who serves on the Board of Directors of an Adviser and is not involved with the Advisory operations of such Adviser nor engages in the type of activities described under (i), (ii) or (iii), and who does not have access to non-public Advisory Client information as described under (5), under the term Advisory Employee as defined in the Appendix; |
(ix) | Investment Transactions in the following five (5) Exchange Traded Funds (ETFs): the Nasdaq-100 Index Tracking Stock (QQQQ), SPDR Trust (SPY), DIAMONDS Trust, Series I (DIA), SPDR Gold Trust (GLD) and the iShares S&P 500 Index Fund (IVV). Any questions about whether an ETF not listed in this Section III.D.2. (a) is excluded from prior-notification and clearance should be directed to the CCO or his designee; |
(x) | Sales pursuant to Trading Plans pre-approved by the Legal and Compliance Department as defined in and contemplated by BlackRocks Insider Trading Policy; and |
(xi) | Other purchases or sales which are non-volitional on the part of the employee ( e.g. , an in-the-money option that is automatically exercised by the broker; a security that is called away as the result of an exercise of an option; or a security that is sold by a broker without employee consultation to meet a margin call not met by the employee). |
b.Securities | Excluded from Prior Notification and Clearance |
Prior notification and clearance is not required for an Investment Transaction in Securities issued by an open-end registered investment company (including open-end BlackRock Funds) or in Non-Reportable Securities, as defined in the Appendix, e.g. , U.S. Government Securities and high quality short-term debt instruments. Prior notification and clearance is required for Investment Transactions in BlackRock Closed-End Funds.
c.Futures | Contracts Excluded from Prior Notification and Clearance |
Prior notification and clearance is not required for an Investment Transaction in the following Futures Contracts:
(i) | Currency futures; |
(ii) | U.S. Treasury futures; |
(iii) | Eurodollar futures; |
(iv) | Physical commodity futures ( e.g ., contracts for future delivery of grain, livestock, fiber or metals); |
(v) | Futures contracts to acquire Fixed Income Securities issued by a U.S. Government agency, a foreign government, or an international or supranational agency; |
(vi) | Futures contracts on the Standard and Poors 500 Index, the Dow Jones Industrial Average or NASDAQ 100 Index; and |
(vii) | Futures contracts on the Financial Times Stock Exchange 100 (FTSE) Index. |
E. Ban on Short-Term Trading Profits
You may not profit from the purchase and sale, or the sale and purchase, within 60 calendar days of the trade date, of the same Securities and/or Related Securities. Any such short-term trade must be reversed or unwound, or if that is not practical, the profits must be disgorged and distributed in a manner determined by the CCO.
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For example, a Security purchased on July 1 at $40 per share and sold within the next 60 calendar days for $40.01 would constitute a short-term trading profit. Additionally, with regard to multiple transactions in a Security, the short-term trading restriction is applied to the last transaction date, notwithstanding the number of shares purchased. For example, 100 shares of a Security purchased on July 1 at $40 per share, with an additional 50 shares of the same Security purchased on September 1 at $25 per share and a sale of 75 shares of the same Security on September 15 (within the 60 days of the last transaction, in this case, September 1) at $26 per share would constitute a short-term trading profit and would be considered a violation of the Policy. Also, an option transaction containing an expiration date within 60 calendar days of purchase would be considered a violation if the option is exercised at a profit.
This short-term ban does not apply to Investment Transactions in Non-Reportable Securities (as defined in the Appendix) or in Futures Contracts. This ban also does not apply to a purchase or sale in connection with a Transaction Exempt from Prior Notification and Clearance (as described above in Section III.D.2.(a)), a transaction in a Fully Discretionary Account or a transaction excluded from the blackout periods pursuant to Section III.F.2 below. Finally, the short-term trading ban does not apply to a purchase or sale of shares of open-end BlackRock Funds or to any shares of BlackRock, Inc. However, trading in BlackRock, Inc. stock remains subject to the restrictions in BlackRocks Stockholder Reporting Requirements for Directors, Executive Officers and Greater than 10% Stockholders of BlackRock, Inc. and Publicly Traded Funds and Insider Trading Policy. Trading in BlackRock open-end Funds is subject to the Policy Regarding Certain Trading Activity in Shares of the BlackRock Open-End Funds, and the restrictions and redemption fees set forth in each funds prospectus.
You are considered to profit from a short-term trade if Securities of which you have Beneficial Ownership (including Securities held by Immediate Family member) are sold for more than their purchase price, even though the Securities purchased and the Securities sold are held of record or beneficially by different persons or entities.
F. Blackout Periods
Your ability to engage in certain Investment Transactions may be prohibited or restricted during the blackout periods described below:
1. Specific Blackout Periods
a. | You may not purchase or sell a Security, a Related Security, or Futures Contract at a time when you intend or know of anothers intention to purchase or sell that same Security, a Related Security, or Futures Contract, on behalf of an Advisory Client or any Adviser (the Specific Knowledge Blackout Period). |
b. |
In addition, if you are a Portfolio Employee, you may not purchase or sell a Security, a Related Security or a Futures Contract which you are considering or which you have considered and rejected for purchase or sale for an Advisory Client within the previous 15 calendar days of the trade date (the 15-Day Blackout Period) unless the CCO or his designee, after consultation with your supervisor, has approved your Investment Transaction. 2 |
2 |
SEC Rule 17j-1 places restrictions on the purchase or sale of any security held or to be acquired by a registered investment company. Rule 17j-1(a)(10) defines a Security held or to be acquired by a registered investment company as including any security which, within the most recent 15 days, is being or has been considered by such company or its investment adviser for purchase by such company. |
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c. | Finally, if you are a Portfolio Manager, you may not purchase or sell a Security, a Related Security, or Futures Contract within seven calendar days before or after the trade date of a transaction in that Security, a Related Security, or Futures Contract, by an Advisory Client for which you are responsible (the 7-Day Blackout Period). |
For Portfolio Employees or Portfolio Managers, the CCO (or his designee) will not approve an Investment Transaction until any applicable 15-Day Blackout Period or 7-Day Blackout Period 3 has expired or any required approvals or exemptions have been obtained. An Investment Transaction that violates one of these Blackout restrictions must be reversed or unwound, or if that is not practical, the profits must be disgorged and distributed in a manner determined by the Compliance Committee.
2. Exemptions from Blackout Restrictions
The foregoing blackout period restrictions do not apply to Investment Transactions in:
a. | Non-Reportable Securities, as defined in the Appendix; |
b. | Securities of a company included in the Standard & Poors 200 (S&P 200) Index. (S&P 200 Securities are subject to the Policys prior notification and clearance requirements.); |
c. | A Futures Contract Excluded from Prior Notification under this Policy (as described in Section III.D.2.(c)); |
d. | A Fully Discretionary Account; |
e. | Securities of a company included in the Financial Times Stock Exchange 100Index (FTSE 100 Securities are subject to the Policys prior notification and clearance requirements); and |
f. | ETFs Excluded from Prior Notification under this Policy (as described above in Section III.D). |
IV. INSIDE INFORMATION AND SERVICE AS A DIRECTOR
A. Inside Information
As an employee of BlackRock, you must comply with BlackRocks Insider Trading Policy, Confidentiality Policy and Portfolio Information Distribution Guidelines. Copies of these policies and guidelines were furnished to all employees at the time of their adoption and is furnished or made available to all new employees at the commencement of their employment. In addition, as an Advisory Employee, you must notify the General Counsel or CCO (or their designees) if you receive or expect to receive material non-public information about an entity that issues Securities. The General Counsel in cooperation with the CCO will determine the restrictions, if any, that will apply to your communications and activities while in possession of that information. In general, those restrictions will include:
a. | an undertaking not to trade, either on your own behalf or on behalf of an Advisory Client, in the Securities of the entity about which you have material non-public information; |
b. | an undertaking not to disclose material non-public information to other Advisory Employees; and |
c. | an undertaking not to participate in discussions with or decisions by other Advisory Employees relating to the entity about which you have material non-public information. |
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The applicable Blackout Period is calculated from the trade date of your Investment Transaction, with that trade date considered as day one. |
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The General Counsel, in cooperation with the CCO, or their designees, will maintain a Restricted list of entities about which Advisory Employees may have material non-public information. This restricted list will be available to the CCO (and his designees) when he conducts investigations or reviews related to the Prior Notification Procedure and Clearance described previously in Section III.D.1 or the Post-Trade Monitoring and Investigations process described below in Section V.B.3.
B. Service as a Director
You may not serve on the board of directors or other governing board of any entity (other than an entity sponsored by BlackRock) unless you have received the prior written approval of the General Counsel or his designee. If permitted to serve on a governing board, an Advisory Employee will be isolated from those Advisory Employees who make investment decisions regarding the Securities of that entity, through an information barrier or other procedures determined by the General Counsel or his designee. In general, the information barrier or other procedures will include:
a. | an undertaking not to trade or to cause a trade on behalf of an Advisory Client in the Securities of the entity on whose board you serve; |
b. | an undertaking not to disclose material non-public information about that entity to other Advisory Employees; and |
c. | an undertaking not to participate in discussions with or decisions by other Advisory Employees relating to the entity on whose board you serve. |
Employees serving as a director or officer of BlackRock, Inc. or another entity at the request of BlackRock benefit from indemnification as provided for under the terms of BlackRock, Inc.s by-laws. For the avoidance of doubt, employees serving as directors or officers of BlackRock subsidiaries or BlackRock managed funds (or similar BlackRock-sponsored investment vehicles) are deemed to be serving in such capacity at the request of BlackRock. In addition, if an employee is serving as a director or officer of another entity as a result of an ownership interest by BlackRock or one of BlackRocks products in such entity, then such service shall similarly be deemed to be at the request of BlackRock and the employee shall benefit from the indemnification provided in the BlackRock by-laws in accordance with their terms. Employees should refer to BlackRocks by-laws for the scope and limitations of any such indemnification. Service on the board of directors or another governing body of entities not mentioned above shall not be deemed at the request of BlackRock solely as a result of being approved by the General Counsel or his designee pursuant to the prior paragraph.
V. EXEMPTIONS
The CCO, in his discretion, may grant case-by-case exceptions to any of the foregoing requirements, restrictions or prohibitions, except that the CCO may not exempt any Investment Transaction in a Security (other than a Non-Reportable Security) or a Futures Contract from the Policys reporting requirements. Exemptions from the Policys prior notification and clearance requirements and from the Policys restrictions on acquisitions in initial public offerings, short-term trading and trading during blackout periods will require a determination by the Compliance Committee that the exempted transaction does not involve a realistic possibility of violating the general principles described at the beginning of this Policy. An application for a case-by-case exemption, in accordance with this paragraph, should be made in writing to the CCO or his designee.
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VI. COMPLIANCE
A. Certifications
1. Upon Receipt of this Policy
Upon commencement of your employment or the effective date of this Policy, whichever occurs later, and upon any material amendments of this Policy, all Advisory Employees will be required to acknowledge receipt of their copy of this Policy by submitting a certification via BlackRock University or via New Hire Orientation. By that acknowledgment, you will also agree:
a. | To read the Policy, to make a reasonable effort to understand its provisions, and to ask the CCO (or his designee) questions about those provisions you find confusing or difficult to understand. |
b. | To comply with the Policy, including its general principles, its reporting requirements, its prohibitions, its prior notification requirements, its short-term trading and blackout restrictions. |
c. | To advise the members of your Immediate Family about the existence of the Policy, its applicability to their personal Investment Transactions and your responsibility to assure that their personal Investment Transactions comply with the Policy. |
d. | To cooperate fully with any investigation or inquiry by or on behalf of the CCO (or his designees) or the Compliance Committee to determine your compliance with the provisions of the Policy. |
In addition, by your acknowledgment, BlackRock will recognize that any failure to comply with the Policy and to honor the commitments made in your acknowledgment may result in disciplinary action, including dismissal. The most current Policy is posted on the Intranet.
2. Annual Certification of Compliance
You are required to certify on an annual basis, via PTA, that you have complied with each provision of your initial acknowledgment (see above). In particular, your annual certification will require that you certify that you have read and that you understand the Policy, that you recognize that you are subject to its provisions, that you complied with the requirements of the Policy during the period to which it applies, and that you have disclosed, reported, or caused to be reported all Investment Transactions required to be disclosed or reported pursuant to the requirements of the Policy and that you have disclosed, reported or caused to be reported all Personal Accounts and Related Accounts, or any other accounts, that hold or are likely to hold a Security, Futures Contract or Non-Reportable Security in which you have a Beneficial Ownership interest. In addition, you will be required to confirm the accuracy of the record of information on file with the Adviser with respect to such Personal Accounts and Related Accounts or other accounts. If you have a Beneficial Ownership interest in a Security or Futures Contract that is not reported to the CCO, or his designee, on a periodic basis through Duplicate Broker Reports, you must add this holding to PTA, and certify it at the time you make your Annual Certification of Compliance. The information in the Annual Holdings Report must be current as of a date no more than 45 days before the report is submitted.
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B. Supervisory Procedures
1. The Compliance Committee
The Policy will be implemented, monitored and reviewed by the Compliance Committee. The Compliance Committee, by a simple majority of its members, may appoint new members of the Committee, may replace existing members of the Committee, and may fill vacancies on the Committee. The Compliance Committee will implement any procedures reasonably necessary to prevent violations of the Policy. The designee of the Compliance Committee will also provide reports (described below) regarding significant violations of the Policy and the procedures to implement the Policy. The Compliance Committee may recommend changes to those procedures or to the Policy to the management of the Advisers. Finally, the Compliance Committee will designate one person to act as CCO for all Advisers.
2. The Chief Compliance Officer
The CCO designated by the Compliance Committee will be responsible for the day-to-day administration of the Policy for all Advisers, subject to the direction and control of the Compliance Committee. Based on information supplied by the management of each Adviser, the CCO (or his designees) will forward a copy of the Policy to each Advisory Employee and will notify each person designated as a Portfolio Employee or Portfolio Manager. The CCO will also be responsible for administration of the reporting and prior notification functions described in the Policy, and will maintain the reports required by those functions. In addition, the CCO (or his designees) will attempt to answer any questions from an Advisory Employee regarding the interpretation or administration of the Policy. When necessary or desirable, the CCO will consult with the Compliance Committee about such questions. The CCO may designate one or more Assistant Compliance Officers to whom the CCO may delegate any of the duties described in this paragraph or in the succeeding paragraphs, and who shall be empowered to act on the CCOs behalf when the CCO is absent or Compliance personnel will submit pre-clearance requests via PTA, but will not be allowed to pre-approve their own transactions.
3. Post-Trade Monitoring and Investigations
The CCO (or his designees) will review PTA and other information supplied for each Advisory Employee so that the CCO can detect and prevent potential violations of the Policy. This information may also be disclosed to the Advisers auditors, attorneys and regulators. If, based on his or her review of information supplied for an Advisory Employee, or based on other information, the CCO suspects that the Policy may have been violated, the CCO (or his designees) will perform such investigations and make such inquiries as he or she considers necessary. You should expect that, as a matter of course, the CCO will make inquiries regarding any personal Investment Transaction in a Security or Futures Contract that occurs on the same day as a transaction in the same Security or Futures Contract on behalf of an Advisory Client. If the CCO reaches a preliminary conclusion that an Advisory Employee may have violated this Policy, the CCO will report that preliminary conclusion in a timely manner to the Compliance Committee and will furnish to the Committee all information that relates to the CCOs preliminary conclusion. The CCO may also report his preliminary conclusion and the information relating to that preliminary conclusion to the Advisers auditors, attorneys and regulators.
Promptly after receiving the CCOs report of a possible violation of the Policy, the Compliance Committee, with the aid and assistance of the CCO, will conduct an appropriate investigation to determine whether the Policy has been violated and will
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determine what remedial action should be taken by the Adviser in response to any such violation(s). For purposes of these determinations, a majority of the Compliance Committee will constitute a quorum and action taken by a simple majority of that quorum will constitute action by the Committee.
4. Remedial Actions
The remedial actions that may be recommended by the Compliance Committee may include, but are not limited to, disgorgement of profits, imposition of a fine, censure, demotion, suspension or dismissal. As part of any sanction, e.g ., for violation of the Policys restrictions on short-term trading or trading during blackout periods, you may be required to reverse or unwind a transaction and to forfeit any profit or to absorb any loss from the transaction. If an Investment Transaction may not be reversed or unwound, you may be required to disgorge any profits associated with the transaction, which profits will be distributed in a manner prescribed by the Compliance Committee in the exercise of its discretion. Profits derived from Investment Transactions in violation of this Policy may not be offset by any losses from Investment Transactions in violation of this Policy. Finally, evidence suggesting violations of criminal laws will be reported to the appropriate authorities, as required by applicable law.
In determining what, if any, remedial action is appropriate in response to a violation of the Policy, the Compliance Committee will consider, among other factors, the gravity of your violation, the frequency of your violations, whether any violation caused harm or the potential of harm to any Advisory Client, whether you knew or should have known that your Investment Transaction violated the Policy, whether you engaged in an Investment Transaction with a view to making a profit on the anticipated market action of a transaction by an Advisory Client, your efforts to cooperate with the CCOs investigation, and your efforts to correct any conduct that led to a violation. In rare instances, the Compliance Committee may find that, for equitable reasons, no remedial action should be taken.
5. Reports of Material Violations
In a timely manner, and not less frequently than annually, the designee of the Compliance Committee will report to the directors or trustees of each investment company that is an Advisory Client, any known material violation of the Policy by an Advisory Employee to that investment company and sanctions imposed in response to the material violation. Evidence suggesting violations of criminal laws will be reported to the appropriate authorities, as required by applicable law.
6. Reports of Material Changes to the Policy
Within a reasonable period of time of making any material change to the Policy, but in no event longer than six months after making a material change, the designee of the Compliance Committee will report to BlackRocks Corporate Council, and to the directors/trustees of each investment company that is an Advisory Client, the nature of such change
7. Records
The CCO or his designees shall maintain records in the manner and to the extent set forth below, these records shall be available for examination by representatives of the SEC.
a. | As long as this Policy is in effect, a copy of it shall be preserved in an easily accessible place; |
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b. | The following records must be maintained in an easily accessible place for five years after the end of the fiscal year in which the event took place; |
(i) | a copy of any other Advisory Employee Investment Transaction Policy which has been in effect; |
(ii) | the names of any Compliance Officers that were responsible for reviewing Duplicate Broker Reports and other transaction and holding information; |
(iii) | the names of any Compliance Officers that were responsible for maintaining the records set forth in this Section VI.B.7. |
(iv) | a record of any decision, and the reasons supporting the decision, to approve the acquisition by an Advisory Employee of a Beneficial Ownership in any Security in an initial public offering or limited offering; |
(v) | a record of any violation of this Policy, and of any action taken as a result of such violation; |
(vi) | a list of all Advisory Employees who have been subject to this Policy; |
(vii) | a record of each holdings report made by an Advisory Employee; and |
(viii) | a record of all written Acknowledgements by Advisory Employees of receipt of the Policy. |
c. | The following records must be maintained for five years after the end of the fiscal year in which the event took place, the first two years in an appropriate and easily accessible office of the Adviser: |
(i) | a copy of each Duplicate Broker Report and other transaction and holding information submitted to the Compliance Officer responsible for reviewing Reports; and |
(ii) | a copy of each annual written report submitted by the Compliance Committee to the management committee of BlackRock and to the directors or trustees of each investment company that is an Advisory Client. |
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Appendix
Definitions of Capitalized Terms
The following definitions apply to the capitalized terms used in the Policy:
Adviser
The term Adviser means any entity under the control of BlackRock, whether now in existence or formed after the date hereof, that is registered as (i) an investment adviser under the Advisers Act, as amended, or (ii) a broker-dealer under the Securities Exchange Act of 1934, as amended, or (iii) a national bank chartered under the authority of the Comptroller of the Currency, U.S. Treasury Department, other than any such investment adviser or broker-dealer that has adopted its own employee investment transaction policy.
Advisory Client
The term Advisory Client means an investment company, whether or not registered with any regulatory authority, an institutional investment client, a personal trust or estate, a guardianship, an employee benefit trust, or another client with which the Adviser by which you are employed or with which you are associated has an investment management, advisory or sub-advisory contract or relationship.
Advisory Employee
The term Advisory Employee means an officer, director, or employee of an Adviser, or any other person identified as a control person on the Form ADV or the Form BD filed by the Adviser with the U.S. Securities and Exchange Commission, (1) who, in connection with his or her regular functions or duties, generates, participates in, or obtains information regarding that Advisers purchase or sale of a Security by or on behalf of an Advisory Client; (2) whose regular functions or duties relate to the making of any recommendations with respect to such purchases or sales; (3) who obtains information or exercises influence concerning investment recommendations made to an Advisory Client of that Adviser; (4) who has line oversight or management responsibilities over employees described in (1), (2) or (3) above; or (5) who has access to non-public information regarding any Advisory Clients purchase or sale of Securities, or non-public information regarding the portfolio holdings of any fund for which an Adviser serves as investment adviser or any fund whose investment adviser or principal underwriter controls, is controlled by, or is under common control with BlackRock. Advisory Employee is also deemed to include employees associated with BlackRock Investments, LLC, BlackRock Capital Markets, LLC, BlackRock Execution Services and BlackRock Fund Distribution Company.
Beneficial Ownership
As a general matter , you are considered to have a Beneficial Ownership interest in a Security or Futures Contract if you have the opportunity, directly or indirectly, to profit or share in any profit derived from a transaction in that Security or Futures Contract. You are presumed to have a Beneficial Ownership interest in any Security or Futures Contract held, individually or jointly, by you and/or by a member of your Immediate Family (as defined below). In addition, unless specifically excepted by the Chief Compliance Officer or his designee based on a showing that your interest or control is sufficiently attenuated to avoid the possibility of a conflict, you will be considered to have a Beneficial Ownership interest in a Security or Futures Contract held by: (1) a joint account to which you are a party, (2) a partnership in which you are a general partner, (3) a limited liability company in which you are a manager-member, (4) a trust in which you or a member of your Immediate Family has a pecuniary interest, or (5) an investment club in which you are a member. Although you may have a Beneficial Ownership
Appendix-1
interest in a Security or Futures Contract held in a Fully Discretionary Account (as defined below), the application of this Policy to such a Security or Futures Contract may be modified by the special exemptions provided for Fully Discretionary Accounts.
As a technical matter , the term Beneficial Ownership for purposes of this Policy will be interpreted in the same manner as it would be under SEC Rule 16a-1(a) (2) in determining whether a person has beneficial ownership of a Security for purposes of Section 16 of the Securities Exchange Act of 1934 and the rules and regulations thereunder.
BlackRock
The term BlackRock means BlackRock, Inc.
Chief Compliance Officer
The terms Chief Compliance Officer or CCO each mean the person designated by the Compliance Committee as responsible for the day-to-day administration of the Policy in accordance with Section V(B)(2) of the Policy.
Compliance Committee
The term Compliance Committee means the committee of persons who have responsibility for implementing, monitoring and reviewing the Policy, in accordance with Section V (B) (1) of the Policy.
Duplicate Broker Reports
The term Duplicate Broker Reports means duplicate copies of confirmations of transactions in your Personal or Related Accounts and of periodic statements for those accounts.
Fixed Income Securities
For purposes of this Policy, the term Fixed Income Securities means fixed income Securities issued by agencies or instrumentalities of, or unconditionally guaranteed by, the Government of the United States, corporate debt Securities, mortgage-backed and other asset-backed Securities, fixed income Securities issued by state or local governments or the political subdivisions thereof, structured notes and loan participations, foreign government debt Securities, and debt Securities of international agencies or supranational agencies. For purposes of this Policy, the term Fixed Income Securities will not be interpreted to include U.S. Government Securities or any other Exempt Security (as defined above).
Fully Discretionary Account
The term Fully Discretionary Account means a Personal Account or Related Account managed or held by a broker-dealer, futures commission merchant, investment adviser or trustee as to which neither you nor an Immediate Family member: (a) exercises any investment discretion; (b) suggests or receives notice of transactions prior to their execution; and (c) otherwise has any direct or indirect influence or control. In addition, to qualify as a Fully Discretionary Account, the individual broker, registered representative or merchant responsible for that account must not be responsible for nor receive advance notice of any purchase or sale of a Security or Futures Contract on behalf of an Advisory Client. To qualify an account as a Fully Discretionary Account, the Chief Compliance Officer (or his designee) must receive and approve a written notice, using the Fully Discretionary Account Form , that the account meets the foregoing qualifications as a Fully Discretionary Account. You are not permitted to invest in Securities issued, sponsored or managed by BlackRock, Inc. or its investment advisory companies, subsidiaries or affiliates, including any investment advisory company or broker-dealer affiliated with BlackRock, Inc. (BLK), BlackRock Kelso Capital Corp. (BKCC), Anthracite Capital, Inc. (AHR) or any closed-end or open-end BlackRock Funds, in a Fully Discretionary Account.
Appendix-2
Futures Contract
The term Futures Contract includes (a) a futures contract and an option on a futures contract traded on a U.S. or foreign board of trade, such as the Chicago Board of Trade, the Chicago Mercantile Exchange, the New York Mercantile Exchange, or the London International Financial Futures Exchange (a Publicly-Traded Futures Contract), as well as (b) a forward contract, a swap, a cap, a collar, a floor and an over-the-counter option (other than an option on a foreign currency, an option on a basket of currencies, an option on a Security or an option on an index of Securities, which fall within the definition of Security) (a Privately-Traded Futures Contract). You should consult with the Chief Compliance Officer (or his designee) if you have any doubt about whether a particular Investment Transaction you contemplate involves a Futures Contract. For purposes of this definition, a Publicly-Traded Futures Contract is defined by its expiration month, i.e., a Publicly-Traded Futures Contract on a U.S. Treasury Bond that expires in June is treated as a separate Publicly-Traded Futures Contract, when compared to a Publicly-Traded Futures Contract on a U.S. Treasury Bond that expires in July.
Immediate Family
The term Immediate Family means any of the following persons who reside in your household or who depend on you for basic living support : your spouse, any 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, including any adoptive relationships.
Investment Transaction
For purposes of this Policy, the term Investment Transaction means any transaction in a Security or Futures Contract in which you have, or by reason of the transaction will acquire, a Beneficial Ownership interest. The exercise of an option to acquire a Security or Futures Contract is an Investment Transaction in that Security or Futures Contract.
Limited Offering
The term Limited Offering means an offering that is exempt from registration under the Securities Act of 1933, as amended, pursuant to section 4(2) or section 4(6) or pursuant to Rule 504, Rule 505, or Rule 506 thereunder.
Non-Reportable Security
The term Non-Reportable Security means any Security (as defined below) not included within the definition of Covered Security in SEC Rule 17j-1(a)(4) under the 1940 Act and not within the definition of Reportable Security in
Rule 204A-1(e)(10) under the Advisers Act, including:
1. A direct obligation of the Government of the United States;
2. Shares issued by open-end Funds (including money market Funds), other than those for which BlackRock or an affiliate of BlackRock acts as investment adviser or sub-adviser;
3. High quality short-term debt instruments , including, but not limited to, bankers acceptances, bank certificates of deposit, commercial paper and repurchase agreements.;
Appendix-3
4. Shares of unit trusts, open-end investment companies (OEICs), other than those for which BlackRock or an affiliate of BlackRock acts as investment adviser or sub-adviser, and direct obligations of the Government of the United Kingdom; and
5. Shares issued by unit investment trusts that are invested exclusively in one or more open-end Funds, none of which are advised by BlackRock or an affiliate of BlackRock. 4
Personal Account
The term Personal Account means the following accounts that hold or are likely to hold a Security or Futures Contract in which you have a Beneficial Ownership interest:
|
any account in your individual name; |
|
any joint or tenant-in-common account in which you have an interest or are a participant; |
|
any account for which you act as trustee, executor, or custodian; and |
|
any account over which you have investment discretion or have the power (whether or not exercised) to direct the acquisition or disposition of Securities (including BlackRock Funds) or Future Contracts (other than an Advisory Clients account that you manage or over which you have investment discretion), including the accounts of any individual or entity that is managed or controlled directly or indirectly by or through you, such as the account of an investment club to which you belong. There is a presumption that you can control accounts held by members of your Immediate Family sharing the same household. This presumption may be rebutted only by convincing evidence. |
Policy
The term Policy means this Advisory Employee Investment Transaction Policy.
Portfolio Employee
The term Portfolio Employee means a Portfolio Manager or an Advisory Employee who provides information or advice to a Portfolio Manager with respect to the purchase or sale of Securities, who helps execute a Portfolio Managers decisions, or who directly supervises a Portfolio Manager.
Portfolio Manager
The term Portfolio Manager means any employee of an Adviser who has the authority, whether sole or shared or only from time to time, to make investment decisions or to direct trades affecting an Advisory Client.
Related Account
The term Related Account means any account, other than a Personal Account, that holds a Security or Futures Contract in which you have a direct or indirect Beneficial Ownership interest (other than an account over which you have no investment discretion and cannot otherwise exercise control) and any account (other than an Advisory Clients account) of any individual or entity to whom you give advice or make recommendations with regard to the acquisition or disposition of Securities (including BlackRock Funds) or Future Contracts (whether or not such advice is acted upon).
4 |
This Policy is intended to be applicable to the requirements under both Rule 17j-1 under the 1940 Act and Rule 204A-1 under the Advisers Act, however, technically, there is no equivalent under the 1940 Act to paragraph (5) of the definition of Non-Reportable Security, which derives from the Advisers Act rules. |
Appendix-4
Related Security
The term Related Security means, as to any Security, any instrument related in value to that Security, including, but not limited to, any option or warrant to purchase or sell that Security, and any Security convertible into or exchangeable for that Security. For example, the purchase and exercise of an option to acquire a Security is subject to the same restrictions that would apply to the purchase of the Security itself.
Security
As a general matter , the term Security means any stock, note, bond, share issued by an investment company (both open-end and closed-end investment companies) in which BlackRock or an affiliate of BlackRock serves as investment adviser, sub-adviser or principal underwriter (BlackRock Funds), debenture or other evidence of indebtedness (including any loan participation or assignment), limited partnership interest, or investment contract, other than a Non-Reportable Security (as defined above). The term Security includes an option on a Security, an index of Securities, a currency or a basket of currencies, including such an option traded on the Chicago Board of Options Exchange or on the New York, American, Pacific or Philadelphia Stock Exchanges as well as such an option traded in the over-the-counter market. The term Security does not include a physical commodity or a Futures Contract. The term Security may include an interest in a limited liability company (LLC) or in a private investment fund.
As a technical matter , the term Security has the meaning set forth in Section 2(a) (36) of the 1940 Act which defines a Security to mean:
Any note, stock, treasury stock, 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 instrument commonly known as a security, or any certificate of interest or participation in, temporary or interim certificate for, receipt for, guarantee of, warrant or right to subscribe to or purchase any of the foregoing,
except that the term Security does not include any Security that is a Non-Reportable Security (as defined above), a Futures Contract (as defined above), or a physical commodity (such as foreign exchange or a precious metal).
Appendix-5
Schedule A
BlackRock Approved Broker Contact List
(updated April 18, 2011)
Please note: Shares of BlackRock open-end mutual funds must be held directly through the funds transfer agent (BNY Mellon), in the BlackRock 401(k), or in an account with one of the following four brokers: Merrill Lynch, Fidelity, Charles Schwab and UBS. No other brokers may be used to trade or hold BlackRock open-end funds.
Barclays Wealth |
Merrill Lynch | |||
http://barclayswealth.com |
http://ml.com | |||
Main contact for opening an account: |
1-800-MERRILL (637-7455) | |||
Elizabeth Haney |
||||
212-526-8899 |
Morgan Stanley Smith Barney | |||
elizabeth.haney@barclayswealth.com |
http://www.morganstanleysmithbarney.com | |||
800-869-3326 | ||||
Bank of America |
||||
http://www.bankofamerica.com |
Scottrade | |||
866-848-6540 |
http://www.scottrade.com | |||
800-619-7283 | ||||
Charles Schwab |
||||
*(customized website for BLK employees) |
Stifel Nicolaus | |||
http://www.schwabexclusive.com/2575 |
www.stifel.com | |||
888-621-3933 |
Main contacts for opening an account: | |||
Shelly Dees | Crystal Schlegl | |||
E*Trade |
314-342-4041 | 314-342-2722 | ||
*(customized website for BlackRock employees) |
deess@stifel.com | crystals@stifel.com | ||
http://www.etrade.com/Blackrock |
||||
877-355-7044 |
||||
T. Rowe Price | ||||
https://individual.troweprice.com | ||||
Fidelity |
866-586-0088 | |||
*(customized website for BlackRock employees) |
||||
http://www.fidelity.com/ecr |
TD Ameritrade | |||
Main contact for opening an account: |
*(customized website for BlackRock employees) | |||
Jeff Sena |
http://www.tdameritrade.com/dbs/brt.html | |||
212-422-2868 ext. 50404 |
Main contact for opening an account: | |||
Please note there is a $75 transaction fee to |
Matthew Duncan | |||
purchase Institutional shares at Fidelity. |
770-331-2279 | |||
BlackRock employees and family members can |
matthew.duncan@tdameritrade.com | |||
purchase Investor A shares at NAV without the |
||||
$75 transaction fee. Family members of |
UBS | |||
BlackRock employees are not eligible to |
http://www.ubs.com | |||
purchase Institutional shares. |
800-354-9103 | |||
Please contact your Financial Advisor at UBS to | ||||
First Republic |
receive Institutional shares of BlackRock Funds. | |||
ddque@firstrepublic.com |
Your Financial Advisor will need to apply for a | |||
Main Contact: Dino Duque |
service workcase with task purchase and in the | |||
415-395-2206 |
comment field, note, BlackRock employee for | |||
you to receive Institutional share pricing. | ||||
Interactive Brokers LLC |
||||
*(customized website for BlackRock employees) |
Wells Fargo Advisors (formerly Wachovia) | |||
http://www.interactivebrokers.com/employeetrack |
https://www.wellsfargoadvisors.com | |||
/index.php?e=BLK |
866-927-0812 |
A-1
Exhibit (p)(25)
Code of Ethics
Restated Effective May 1, 2011
1
Table of Contents
I. |
DEFINITIONS |
3 | ||||
II. |
STANDARDS OF CONDUCT |
6 | ||||
A. Confidentiality |
6 | |||||
B. Insider Trading |
6 | |||||
C. General Fiduciary Principles |
7 | |||||
III. |
COMPLIANCE POLICIES AND PROCEDURES |
8 | ||||
A. Department Controls |
8 | |||||
B. EPST System |
8 | |||||
IV. |
CONFLICTS OF INTEREST |
9 | ||||
A. Gifts |
9 | |||||
B. Board of Directors |
10 | |||||
C. Contributions |
11 | |||||
V. |
EMPLOYEE PERSONAL TRADING |
11 | ||||
A. Preclearance of Security |
11 | |||||
B. Stock Universe Restriction |
11 | |||||
C. Previously Held Position |
12 | |||||
D. NYLIM Fund |
12 | |||||
E. Initial Public Offering |
12 | |||||
F. Short Sales and Options |
12 | |||||
G. Private securities transactions/limited offering |
12 | |||||
H. Exempted Transactions |
13 | |||||
I. Reporting Requirements |
14 | |||||
VI. |
COMPLIANCE WITH THE CODE OF ETHICS |
15 | ||||
A. Initial Acknowledgement |
15 | |||||
B. Annual EPST Certification |
15 | |||||
C. Board of Directors |
15 | |||||
D. Annual Certification |
15 | |||||
E. Reporting Violations |
15 | |||||
VII. |
PERSONAL SECURITIES HOLDINGS INITIAL |
16 | ||||
VIII. ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS |
17 |
2
I. | DEFINITIONS |
A. | Act means the Investment Company Act of 1940, as amended. |
B. | Advisers Act means the Investment Advisers Act of 1940, as amended. |
C. | ICAP means Institutional Capital LLC. |
D. | Access person means any employee of ICAP. Employees do not include consultants and/or temporary personnel. |
E. | ICAP Stock Universe refers to those securities on the MultiFactor Score Listing. The MultiFactor Score Listing is a list of securities derived from the proprietary securities screening process used to identify securities for further evaluation as potential candidates for purchase in client portfolios. |
F. | 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, as amended, and the rules and regulations promulgated there under, except that the determination of direct or indirect beneficial ownership shall apply to all securities which an access person has or acquires. As a general matter, beneficial ownership will be attributed to an access person in all instances where the person: |
(i) | possesses the ability to purchase or sell the security (or the ability to direct the disposition of the security); |
(ii) | possesses the voting power (including the power to vote or to direct the voting) over such security; or |
(iii) | receives any benefits substantially equivalent to those of ownership. |
Although the following is not an exhaustive list, a person generally would be regarded to be the beneficial owner of the following:
(i) | securities held in the persons own name; |
(ii) | securities held with another in joint tenancy, as tenants in common, or in other joint ownership arrangements; |
3
(iii) | securities held by a bank or broker as a nominee or custodian on such persons behalf or pledged as collateral for a loan; |
(iv) | securities held by members of the persons immediate family 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 (the term immediate family also includes any related or unrelated individual who resides with, or is financially dependent upon, or whose investments are controlled by, or whose financial support is materially contributed to by, the employee); |
(v) | securities held by a relative not residing in the persons home if the person is a custodian, guardian, or otherwise has controlling influence over the purchase, sale, or voting of such securities; |
(vi) | securities held by a trust for which the person serves as a trustee and in which the person has a pecuniary interest (including pecuniary interests by virtue of performance fees and by virtue of holdings by the persons immediate family); |
(vii) | securities held by a trust in which the person is a beneficiary and has or shares the power to make purchase or sale decisions; |
(viii) | securities held by a general partnership or limited partnership in which the person is a general partner; and |
(ix) | 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 ICAPs Compliance Officer. Such questions will be resolved in accordance with, and this definition is subject to, the definition of beneficial owner found in Rules 16a-1(a) (2) and (5) promulgated under the Securities Exchange Act of 1934.
G. | Control shall be interpreted as it would be in Section 2(a) (9) of the Act. As a general matter, control means the power to exercise a controlling influence. The power to exercise a controlling influence is intended to include situations where there is less than absolute and complete domination and includes: |
4
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not only the active exercise of power, but also the latent existence of power, and |
|
anyone who beneficially owns, either directly or through one or more controlled entities, more than 25% of the voting securities of an entity shall be presumed to control such entity. |
H. | Limited offering means an offering of securities that is exempt from registration under Section 4(2) or 4(6) of the Securities Act of 1933, as amended, or pursuant to Rule 504, 505 or 506 under such Act. |
I. | Purchase or sale of a security includes, among other things, the writing of an option to purchase or sell a security. |
J. | Security shall have the meaning set forth in Section 2(a) (36) of the Act and shall include: |
|
common stocks, |
|
preferred stocks, |
|
options on and warrants to purchase common stocks, |
|
preferred stocks; |
|
shares of open-end investment companies advised or sub-advised by ICAP, |
|
closed-end investment companies, |
|
exchange-traded funds, |
|
futures and Related Securities. |
Related Securities are instruments and securities that are related to, but not the same as, a security. For example, a Related Security may be convertible into a security, or give its holder the right to purchase the security.
The term Security also includes:
|
private investments, including oil and gas ventures, real estate syndicates and other investments which are not publicly traded. |
The term Security does not include:
|
shares of open-end investment companies not advised or sub-advised by ICAP, |
|
corporate or municipal bonds, |
|
direct obligations of the Government of the United States, |
|
high quality short-term debt instruments, |
|
bankers acceptances, |
5
|
bank certificates of deposit, commercial paper, and such other money market instruments. |
II. | STANDARDS OF CONDUCT |
ICAP requires all employees to comply with applicable federal securities laws. ICAP has created policies and procedures, including this Code of Ethics (the Code), designed to achieve such compliance. Failure to observe the policies and procedures outlined in the Code could result in the imposition of sanctions (including dismissal) and could constitute a criminal act in violation of, among other, federal and/or state securities laws. ICAP requires that all employees report any violation of the Code promptly to the CCO for appropriate review and possible further actions.
A. | Confidentiality |
ICAPs reputation is a vital business asset, which must be protected. ICAP clients should have confidence and/or trust that confidential information obtained as part of ICAPs business will be protected. Any breach of that confidence or trust could have a disastrous long-term effect on ICAPs client relationships and reputation.
In the course of employment, access persons may be furnished with or otherwise become privy to certain confidential or proprietary information covering a wide range of subjects relating to ICAPs business. Matters concerning ICAP and its clients are confidential and may not be disclosed to anyone than employee and agents of ICAP who need such information to discharge their duties except to the extent disclosure is required by a regulatory body or law enforcement agency. In the event an employee is requested or required to make a disclosure, the employee shall provide prompt notice to the Chief Compliance Officer. All employees are required to acknowledge these requirements through a signed confidentiality agreement distributed by Human Resources.
The disclosure prohibition (see above) under the confidentiality agreement includes all oral or written disclosures of ICAPs business through e-mail, telephone/cell-phone, social networks (i.e. Facebook, Twitter, MySpace, etc.), and all other forms of communication.
B. | Insider Trading |
While there is no precise statutory definition of insider trading, the term is generally understood to mean participating in a decision to buy, sell or tender securities while in possession of material nonpublic information. Material nonpublic information is any information (i) that is not generally available and (ii) which would be important to an investor in making a decision to buy, sell, or tender a Security.
6
The prohibition against trading on material nonpublic information extends to any situation where an employee participates in a decision to buy, sell or tender Securities based on material nonpublic information that they acquire from an issuer or its representatives prior to the information being made available to the public. An employee participates in a decision to buy, sell or tender Securities if he or she influences or controls the decision.
This policy applies to transactions in which an employee exercises investment discretion or influence even though he or she does not own the securities (such as accounts for which the employee serves as an advisor or fiduciary). Specifically, the policy against insider trading would prohibit ICAP employees from tipping clients, friends, family or third parties based on their knowledge of material nonpublic information. As used herein, Trading includes any Securities transactions in which an employee participated, exerted influence, tipped or was tipped by others. Employees are absolutely prohibited from engaging in any activities that would fall within the above description of insider trading.
In the event an employee receives material nonpublic information regarding an issuer in the ICAP Stock Universe, the employee must immediately notify the Compliance Officer.
C. | General Fiduciary Principles |
Employees should remember that their first obligation is to the client.
In addition to the specific principles enunciated in this Code, all access persons shall be governed by the following general fiduciary principles:
(i) | The duty at all times to place the interests of clients of ICAP above all others. Access persons must scrupulously avoid serving their own personal interests ahead of the interests of ICAPs clients. |
(ii) | The requirement that all personal securities transactions be conducted consistent with the Code and in such a manner as to avoid any actual or potential conflict of interest or any abuse of an individuals position of trust and responsibility; and |
(iii) | The fundamental standard that no access person should take inappropriate advantage of their position with ICAP. |
7
(iv) | Information about securities ICAP has recommended or will recommend is to be held in strictest confidence. |
III. | COMPLIANCE POLICIES AND PROCEDURES |
A. | Department Controls |
ICAP has put in place controls around safeguarding and monitoring information and activity. These safeguards include internal policies and procedures that each employee is expected to understand and adhere too. To assist in the dissemination of these policies and procedures, ICAP has instituted periodic educational meetings. In addition, these policies and procedures are available on ICAPs Intranet.
B. | EPST System |
No access person shall purchase or sell, directly or indirectly, any Security in which he or she has, or by reason of such transaction acquires any direct or indirect beneficial ownership if such Security is owned by any client of ICAP or is part of the ICAP Stock Universe. For further details, please see Section V of the Code.
For personal security transactions, ICAP maintains the ICAP Stock Universe which it utilizes in its portfolio management process. The ICAP Stock Universe is maintained in ICAPs parent companys (NYLIM) Employee Personal Security Transaction monitoring system (EPST). All access persons are required to preclear any security trade activity via the EPST system. Any trade request involving an ICAP Stock Universe security is denied by the system and can only be allowed in special circumstances with the prior approval of the CCO or his designee. ICAPs Compliance Department reviews employee trade activity on a monthly basis for compliance with preclearance. For further details, please refer to section V of this Code.
Additionally, NYLIM maintains a Master Restricted List in the EPST system. This list contains securities which should be monitored against both portfolio management activity as well as employee brokerage activities. The Master Restricted List may also contain securities in which investment activity is restricted in a specific security. Any employee activity in a Master Restricted List security is flagged and a notice is sent to ICAPs CCO or designee for review. Any activity relating to the Master Restricted List will be researched by ICAPs Compliance Department and discussed with NYLIMs Compliance Department to determine what action if any is required.
8
IV. | CONFLICTS OF INTEREST |
A. | Gifts |
All gift and entertainment activity is tracked and reviewed on a Gift and Entertainment log. Finance will maintain a gift and entertainment tracking log which will be received monthly and reviewed by the CFO and Compliance Officer on no less than a quarterly basis. Senior management will be involved in any issues on an as needed basis.
No access person shall receive any gift or other thing of value that would be considered extraordinary or extravagant or otherwise unreasonable from any person or entity that does business with or on behalf of any client of ICAP. On occasion, an access person may be offered, or may receive without notice, gifts from clients, brokers, vendors, or other persons not affiliated with such entities, including companies that ICAP on behalf of its clients may be invested in or may be considering making an investment in. Acceptance of extraordinary or extravagant gifts is not permissible. In the event an employee receives a gift, the employee must notify the Accounts Payable Associate using the Gift Reporting Form available to all employees on the ICAP intranet site. This information will be logged on ICAPs Gift and Entertainment log. This notification requirement does not apply to receiving promotional items such as pens, hats, umbrellas, logo golf balls etc. Any questions related to the acceptance of gifts should be relayed to your business unit head for further discussion with Compliance. Please be reminded that this is distinct from business offsite business meetings and/or events that could be considered entertainment. Such events are not considered gifts, although still must adhere to the above stated reasonableness standard.
No access person shall give a gift to any client, potential client, person or entity that does or can potentially do business with ICAP that would be deemed extraordinary or extravagant or otherwise unreasonable. In the event an ICAP employee wishes to give a gift to a person or company doing business with ICAP or its clients, the employee must obtain prior approval from the Chief Compliance Officer and applicable department head. The Gift Reporting Form must also be submitted to the Accounts Payable Associate. Please note that ICAP employs a $250 annual gift limit to plan fiduciaries and union recipients. Please see their definition immediately following this paragraph. Any questions related to giving a gift should be relayed to your business unit head for further discussion with Compliance. Distribution of standard promotional items such as pens, hats, umbrellas etc. are not applicable to the prior approval requirement. Entertainment is subject to a reasonableness standard. Please obtain prior compliance department approval for any entertainment of a public official.
9
Union Recipient shall include a labor union or a labor union officer, employee, agent, shop steward or other union representative, as well as union-appointed plan trustees. A consultant that is engaged by a labor union may be considered a Union Recipient; however, if the consultant is retained by a union pension plan, it will generally not be considered a Union Recipient.
Plan Fiduciary is an individual or entity having responsibility for the establishment and ongoing administration of the plan, as well as the selection of investment options and service providers. Common examples of plan fiduciaries include:
|
Plan trustee an individual or entity that holds title to assets in trust for the benefit of plan participants and their beneficiaries. A trustee is always a fiduciary. |
|
Plan administrator a person or entity responsible for the day-to-day administration of the plan and generally designated in the plan document. |
|
The employer that sponsors the plan. |
|
The sponsoring employers board of directors. |
|
Officers of the sponsoring employer who are responsible for decisions that affect the plan. |
|
Please note that entertainment of union recipients and plan fiduciaries as described below does not count towards the $250 limit, but is still subject to a reasonableness standard. |
|
Meals, lodging or transportation provided to plan fiduciaries in connection with educational or training meetings, or |
|
Reasonable meals or refreshments provided to plan fiduciaries in connection with a meeting involving plan business if it would be permissible for the plan itself to pay for them. |
B. | Board of Directors |
No access person shall serve on the board of directors of a publicly traded company without prior authorization from ICAPs Board of Managers based upon a determination that the board service would be consistent with the interests of clients of ICAP. In the event the board service is authorized, access persons serving as directors must be isolated from those making investment decisions regarding that company through a Chinese wall.
10
C. | Contributions |
All access persons and/or their spouse and dependent children must obtain preclearance from the Compliance Department before making a contribution to:
|
any official of a government entity, |
|
a political candidate, |
|
a political party of a state or locality, |
|
a political action committee, |
|
and/or soliciting contributions (i.e. fundraising activities) on behalf of a government official, political candidate, political party, or political action committee. |
The Compliance Department will maintain a record of:
|
All government entities to which ICAP has provided advisory services over the last 5 years; |
|
The name, title and residential address of all Covered Associates; |
|
All contributions to officials of a government entity, political party of a state or local jurisdiction, and political action committee. |
V. | EMPLOYEE PERSONAL TRADING |
A. | Preclearance of Security |
Access persons are prohibited from trading in any Security (as defined in section I. J.) without preclearance from the EPST System.
B. | Stock Universe Restriction |
ICAP maintains a list of securities that its client accounts own and/or its Research Department is investigating. The list is called ICAPs Stock Universe, which is also referred to as the restricted securities list and is available to each access person through an application on their desktop. There are periods of time when an access person may own a Security from the
11
Stock Universe in their portfolio. For example, a new access person may own a Security included in the Stock Universe in their existing portfolio and/or a new security is added to the restricted securities list. If an access person owns a Security that is part of the ICAP Stock Universe, such person is permitted to continue to own the Security, but with respect to the subsequent sale of such Security by the access person, the remaining provisions of the Code shall apply.
C. | Previously Held Position |
An access person may sell a previously held position in a Security which becomes part of the ICAP Stock Universe until ICAP purchases such Security for a client. At the time ICAP purchases such Securities and so long as ICAP holds such Security for a client, the access person must refrain from selling such Security until all positions in such Security are liquidated, except with the prior written approval of a Compliance Officer.
D. | NYLIM Fund |
No access person shall purchase and sell (or exchange), or sell and purchase (or exchange), shares of the same open-ended NYLIM or other affiliated mutual fund (NYLIM Fund) (of which such access person has a beneficial interest) within 30 days. The 30-day holding period is measured from the time of the most recent purchase of shares of the relevant NYLIM Fund by the access person. Waivers of this requirement may be granted in cases of death, disability, or other special circumstances by the CCO and in accordance with the Funds Policy and Procedures to Detect and Prevent Market Timing.
E. | Initial Public Offering |
No access person shall acquire any Securities in an initial public offering.
F. | Short Sales and Options |
No Access Person shall engage in (i) any short sale transaction or (ii) transaction in an option, future or an option on a future if the underlying security is part of ICAPs Stock Universe, except with the prior written approval of a Compliance Officer.
G. | Private securities transactions/limited offering |
All employees are required to receive prior Compliance Officer approval for the purchase of any private securities transaction/limited offering. Examples of such transactions include: limited partnerships, investment made via an offering memorandum, direct private equity and hedge fund investments. In determining whether approval should be granted, a Compliance Officer should consider whether:
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(i) | the investment opportunity should be reserved for clients of ICAP; and |
(ii) | the opportunity is being offered to an individual by virtue of his or her position with ICAP or ICAPs advisory relationship with any client. |
ICAPs Compliance Officer must maintain a record of any decision, and the reasons supporting the decision, to approve the acquisition by an access person of a private securities transaction/limited offering for at least five years after the end of the fiscal year in which the approval is granted. In the event approval is granted, the access person must disclose the investment when he or she plays a material role in a clients subsequent consideration of an investment in the issuer. In such circumstances, the decision to purchase securities of the issuer will be subject to an independent review by investment personnel with no personal interest in the issuer.
H. | Exempted Transactions |
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Purchases or sales effected in any account over which an access person has no direct or indirect influence or control (e.g., a blind trust); |
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Purchases or sales which are non-volitional on the part of either the access person or ICAPs client accounts; |
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Purchases which are part of an automatic dividend reinvestment plan; |
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Purchases or sales of securities effected in ESOP accounts or similar company-sponsored accounts. |
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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, and sales of such rights so acquired; and |
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Purchases or sales which receive the prior approval of ICAPs Compliance Officer because (i) they are only remotely potentially harmful to ICAPs clients; (ii) they would be very unlikely to affect a highly institutional market; or (iii) they clearly are not related economically to Securities to be purchased, sold or held by ICAPs clients. |
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I. | Reporting Requirements |
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Direct or Indirect Beneficial Ownership All Securities transactions in which an access person has a direct or indirect beneficial ownership interest will be monitored by ICAPs Compliance Officer. |
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Compliance Officer Reporting ICAPs Compliance Officer shall report his or her personal Securities transactions in accordance with this Section V. Any issues related to the Compliance Officers account shall be communicated directly to the President or his/her designee via the EPST process discussed below. |
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Quarterly Transaction Reports ICAP employees are required to complete a quarterly transaction report. This report is sent via the EPST system. All responses and required information will be maintained in the EPST system. |
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Brokerage Account Disclosure and Statements All ICAP employees are required to disclose to Compliance the existence of any brokerage account that they have newly opened or otherwise would cause them to be subject to the Code, within 30 days. It is suggested that any ICAP employee wishing to open a brokerage/securities account consult with Compliance prior to opening such account. All brokerage account activity will be captured in the EPST system. ICAP Compliance will notify its parent Compliance area (area responsible for maintaining the EPST system) who will in turn complete the 407 letter process. The information related to this process will be maintained in the EPST system |
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Initial Holdings Report In addition to the above reporting requirements, every access person shall disclose to ICAPs Compliance Officer all personal securities holdings within ten (10) days of such persons commencement of employment, such disclosures shall be made on the form attached hereto as Exhibit 1. The information contained on the form must be as of a date no more than 45 days before the date the person commences employment. Shortly after becoming an access person, such person must meet with the Compliance Officer to review the obligations imposed by this Code of Ethics. Each such access person shall then sign an acknowledgment, attached hereto as Exhibit 2, to affirm that they have reviewed the Code of Ethics. |
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Annual Holdings Report In addition to the above reporting requirements, every access person shall disclose to ICAPs Compliance Officer |
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all personal Securities holdings in an annual report which reflects such persons Securities holdings. The Annual Holdings report will be distributed via the EPST system. Such reports will be maintained in the EPST system. |
VI. | COMPLIANCE WITH THE CODE OF ETHICS |
A. | Initial Acknowledgement |
Each ICAP employee is initially required to acknowledge in writing that they have received and understand the Code on the form attached hereto as Exhibit 2. A copy of the Code and any amendment is always available to each access person via ICAPs Intranet.
B. | Annual EPST Certification |
All access persons shall certify annually via the EPST system that:
(i) | They have read and understand the Code of Ethics and recognize that they are subject thereto; and |
(ii) | They have complied with the requirements of the Code of Ethics and disclosed or reported all personal securities transactions required to be disclosed or reported pursuant to the Code. |
C. | Board of Managers |
ICAPs Compliance Officer shall include a report in Board of Managers semi-annually materials if:
(i) | Any violations occurred during the previous semi-annual period; and/or |
(ii) | If any changes to the existing Code of Ethics are recommended. |
D. | Annual Certification |
ICAPs Compliance Officer will include a certification stating that ICAP has adopted procedures reasonably necessary to prevent its access persons from violating this Code of Ethics.
E. | Reporting Violations |
Upon discovering a violation of this Code of Ethics, the Compliance Officer will conduct an inquiry into the circumstances and, if appropriate, will report such violation to the Board of Managers of ICAP. Technical compliance with the Codes procedures will not automatically insulate from scrutiny any trades that indicate an abuse of fiduciary duties. The Board of Managers may impose such sanctions as it deems appropriate, including, among other sanctions, a letter of censure or suspension, or termination of the employment of the violator.
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Exhibit 1
VII. PERSONAL SECURITIES HOLDINGS INITIAL
In accordance with Section V. E. of the Code of Ethics, please provide a list of all securities in which you have beneficial ownership (consult pages 1 and 2 of the Code for guidance as to the definition of beneficial ownership) as of by completing items 1. and 2. below.
1. Please provide a list of each applicable account as indicated below:
Name on Account |
Location of Account |
Account Number |
||||||
2. For each account listed above, attach the account statement listing all securities held in that account as of .
I certify that this form and the attached statements include all of the securities in which I have a direct or indirect beneficial interest.
Access Person Signature |
||
Dated: |
Print Name |
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Exhibit 2
VIII. ACKNOWLEDGMENT OF RECEIPT OF CODE OF ETHICS
I acknowledge that I have received and understand the Code of Ethics restated effective May 1, 2011, and represent:
1. | In accordance with the Code of Ethics, I will report all securities transactions in which I have a beneficial interest and which are required to be reported. |
2. | I will comply with the Code of Ethics in all other respects. |
Signature |
||
Print Name |
||
Dated: |
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Exhibit (p)(26)
WHV Investment Management
CODE OF ETHICS AND BUSINESS CONDUCT
Effective: January 2012
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 | 6 | ||||
D. |
Outside Directorships | 6 | ||||
E. |
Fiduciary Appointments | 7 | ||||
IV. |
INSIDER TRADING | 8 | ||||
A. |
General Statement | 8 | ||||
B. |
Definitions | 8 | ||||
C. |
Relationships with Clients | 9 | ||||
D. |
Paid Research Providers | 9 | ||||
E. |
Additional Restrictions | 9 | ||||
F. |
Resolving Issues Concerning Insider Trading | 9 | ||||
V. |
PERSONAL SECURITIES TRADING | 10 | ||||
A. |
General Statement | 10 | ||||
B. |
Access Persons | 10 | ||||
C. |
Reportable Securities | 11 | ||||
D. |
Beneficial Interest | 12 | ||||
E. |
Control | 13 | ||||
F. |
Pre-Clearance Procedures | 14 | ||||
G. |
Restrictions and Limitations | 15 | ||||
H. |
Trade Confirmations | 18 | ||||
I. |
Reporting | 18 | ||||
J. |
WHV Ethics Committee Enforcement | 20 | ||||
K. |
Violations of the Rules Regarding Personal Securities Trading | 20 | ||||
VI. |
CONFIDENTIAL INFORMATION | 21 | ||||
A. |
General Statement | 21 | ||||
B. |
Corporate Information | 22 |
C. | Client Information | 22 | ||||
D. |
Client Accounts | 22 | ||||
E. |
Communications with the Media and Other Third Parties | 22 | ||||
VII. |
DISHONEST AND FRAUDULENT ACTS, CRIMINAL OFFENSES | 22 | ||||
VIII. |
PERSONAL ACTIVITIES | 23 | ||||
A. |
Use of Firm Reputation | 23 | ||||
B. |
Use of Firm Supplies, Telephone Service and Time | 23 | ||||
C. |
Personal Finances | 23 | ||||
D. |
Loans to Co-Workers | 23 | ||||
E. |
Borrowing from Clients or Suppliers | 23 | ||||
F. |
Legal and Tax Advice | 24 | ||||
G. |
Referral of Client to Professional Services | 24 | ||||
H. |
Speeches and Publications | 24 | ||||
I. |
Relationships with Competitors | 24 | ||||
IX. |
POLITICAL ACTIVITIES | 24 | ||||
X. |
WHISTLEBLOWER POLICIES AND PROCEDURES | 25 | ||||
A. |
Protection of Whistleblowers - No Retaliation | 25 | ||||
B. |
Submission and Receipt of Reports | 26 | ||||
C. |
Confidentiality | 26 | ||||
D. |
Handling and Investigation of Reports | 26 | ||||
E. |
Considerations Relative to Whether a Committee Should Investigate a Report | 27 | ||||
F. |
Recordkeeping | 27 | ||||
GUIDING PRINCIPLES |
28 |
WHV INVESTMENT MANAGEMENT, INC.
CODE OF ETHICS
AND
BUSINESS CONDUCT
STATEMENT OF ETHICS AND FIDUCIARY OBLIGATION
WHV Investment Management, 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 firms 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 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 |
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WHVs Ethics Committee shall consist of the Chief Executive Officer (CEO), the Chief Compliance Officer (CCO), Chief Compliance Officer Emeritus (CCOE), and the Managing Director of Finance and Human Resources. The Ethics Committee is charged with the overall administration of the Code. If any instance involves a member of the Ethics Committee, such member shall be replaced in that instance only by the Chief Investment Officer (CIO). |
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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 firms operations. |
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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. |
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The use of the firms assets for any unlawful or improper purpose is prohibited. |
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No undisclosed or unrecorded fund or asset of the firm shall be established for any purpose. |
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No false or artificial entries shall be made in the books and records of the firm for any reason. |
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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. |
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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. |
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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 CCO of the firm. |
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Employees are responsible for adherence to these standards. Supervisors must ensure that employees subject to their supervision are familiar with these policies. |
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The firm is dependent on client and investor confidence. Its reputation has been earned over a long period of 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 . |
2
III. | CONFLICTS OF INTEREST |
A. | General Statement |
A conflict of interest occurs when a situation benefits the employees 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 ones 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 WHVs 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 |
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Free transportation, meals or lodging |
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Free services |
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Lavish or repetitive entertainment |
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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. | 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 Ethics Committee as soon as the employee is informed. The Ethics Committee
3
will review the reasons for 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 employees 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 employees 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, |
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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 |
|
Gifts or bequests based upon relationships involving the employees 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
4
damage friendly relations between a client and the firm, the gift and its estimated value should be reported in writing to the Ethics Committee 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 contact the Ethics Committee.
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 |
It is WHVs policy that it, as a firm, will not make any political contributions to any political candidates, any official of a government entity, any government entity, or any local, state, or national political party. 1 .
In accordance with the Pay to Play Rule, political contribution is defined as any gift, subscription, loan, advance, or deposit of money or anything of value made for:
|
The purpose of influencing any election for federal, state or local office; |
|
Payment of debt incurred in connection with any such election; or |
|
Transition or inaugural expenses of the successful candidate for state or local office. |
In light of the prohibitions under the Pay to Play Rule, WHV shall not:
(i) | provide or agree to provide, directly or indirectly, payment to any person to solicit a government entity for investment advisory services on behalf of such investment adviser unless |
1 |
Government entities include all state and local governments, their agencies and instrumentalities, and all public pension plans and other collective government funds, including participant-directed plans such as 403(b), 457, and 529 plans. |
5
such person is a regulated person or is an executive officer, general partner, managing member (or, in each case, a person with a similar status or function), or employee of the investment adviser; or |
(ii) | Coordinate, or solicit any person or political action committee to make, any: |
(A) | Contribution to an official of a government entity to which the investment adviser is providing or seeking to provide investment advisory services; or |
(B) | Payment to a political party of a state or locality where the investment adviser is providing or seeking to provide investment advisory services to a government entity. |
Further details on this policy may be found in the Political and Charitable Contributions section of the WHV Investment Adviser Compliance Manual (the Compliance Manual). This section of the Compliance Manual also includes the policies and procedures relating to political contributions by employees.
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 employees 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, |
|
Be in competition with the firm, |
|
Encroach upon regular work hours and duties or affect the employees 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 Ethics Committee.
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
6
the use of the firms name or the employees 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 Ethics Committee 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 employees 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.
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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 employees 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.
7
Except where relatives are involved, if an employee wishes to accept a fiduciary appointment, the prior approval of the Ethics Committee 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 WHVs 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 insiders 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.
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
8
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 WHVs 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 WHVs investment strategies.
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. |
9
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 firms 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 firms 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. |
|
Outside Directors do not have access to WHVs investment recommendations before they become public. |
To ensure that these restrictions are effective, WHV prohibits:
|
Outside Directors from having any access the firms 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 WHVs investment recommendations, and |
10
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Discussions regarding specific client transactions or holdings or WHVs 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 firms 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 firms 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 those who make, participate in or obtain information regarding the purchase and sale of securities for WHVs registered investment company clients (i.e. mutual funds) or whose functions relate to the making of any recommendations for such transactions.
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.), Investment Company Act of 1940 funds advised by WHV (WHV International Equity Fund 2 and WHV Emerging Markets Fund 3 ) or sub-advised by WHV (the Laudus International MarketMasters Fund 4 ), exchange traded funds (ETFs), closed-end funds, options and warrants.
2 |
The symbols for the WHV International Equity Fund are WHVIX and WHVAX. |
3 |
The symbols for the WHV Emerging Markets Fund are WHEIX and WHEAX. |
4 |
The symbols for the Laudus International MarketMasters Fund are SWOIX and SWMIX. |
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The following securities are not reportable under Rule 204A-1:
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Direct obligations of the government of the United States such as US Treasury Bills and US Savings Bonds. Federal agency bonds and municipal bonds are not direct obligations of the US government and therefore reportable. |
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Money market instruments bankers acceptances, bank certificates of deposit, commercial paper, repurchase agreements, and other high quality short-term debt instruments, |
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Money market funds, |
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Unaffiliated open-end mutual funds, i.e., open-end mutual funds that are not advised or sub-advised by WHV, and |
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Unit investment trusts. |
Any security not listed directly above is reportable.
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 WHVs 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 and persons exercising investment control over the securities held in the corporation or LLCs investment accounts are deemed to have beneficial interests in such accounts.
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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 trusts 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 WHVs 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.
Managed Accounts
A Managed Account is an account in which the Access Person has no direct or indirect control over the investment decision making process. In general, accounts where the broker or the investment adviser is given full discretion to make investment decisions are considered managed accounts and are not reportable accounts under this Code of Ethic s. Access Persons and their Household Members are permitted to have periodic conversations with the broker or investment adviser
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provided the Access Persons and their Household Members do not provide any specific instructions to the broker or investment adviser as to which specific securities to trade in the accounts.
Access Persons must disclose to Compliance any new Managed Account within five business days of the opening of the Managed Account. Access Persons must provide documentary evidence to Compliance to show that they do not have discretion over the management of the account.
Certain WHV Access Persons have chosen to have their accounts managed by WHV whereby WHV has full discretion over the accounts. These accounts are called WHV Managed Accounts. WHV Managed Accounts are managed in the same manner as all client accounts that do not have client-specific restrictions under the same investment strategy.
Access Persons are not required to pre-clear transactions or submit quarterly reports relating to Managed Accounts, whether they are managed by WHV or another entity. However, Access Persons with Managed Accounts are required to provide an annual certification that they do not currently and have not in the past exercised direct or indirect control over these Managed Accounts.
F. | Pre-Clearance Procedures |
Trading by Access Persons in the accounts described above must be pre-approved utilizing WHVs pre-clearance software program, Protegent PTA. Each Access Person has a unique user name and password to access Protegent PTA and will enter the necessary information regarding the proposed personal trade including the following: buy or sell, name of the security, security trading symbol or CUSIP number and number of shares or par value. Protegent PTA checks the proposed personal trade against the firms trade log for client accounts. Protegent PTA will immediately notify the Access Person of pre-approval or denial. If approval is granted, the Access Person has until the end of the current trading day to execute the pre-approved personal trade. If a denial is issued, the Access Person may not trade in such security on that trading day.
Pre-clearance does not relieve Access Persons from complying with the other provisions of the Code. By requesting pre-clearance approval, Access Persons represent that they have no knowledge that the security they intend to trade is currently being traded, or under consideration for trading, in client accounts and that they do not possess any material, nonpublic information regarding the issuer of the security.
The restricted lists are maintained in Protegent PTA by the Compliance Department. Protegent PTA will not pre-approve a personal trade request if a security is on the firms restricted lists. When planning a purchase or sale of a security for any personal account, the employee should consider if the transaction would be suitable for any client account. Client accounts must be given priority.
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Approvals for personal trades are good for the current trading day only . Therefore, limit orders must be day limit orders only. In addition, access persons are prohibited from entering market orders after the market close, i.e., 1:00 PM Pacific Time, on any particular trading day. If the access person enters the order close to or shortly after the market close at 1:00 PM Pacific Time and the order is not executed on that day, the access person should:
(1) | cancel the order, |
(2) | request another pre-clearance the next day or any subsequent day(s) that the access person wishes to trade the security, and |
(3) | place the order before 1:00 PM Pacific Time on the day that the pre-clearance request was approved. |
Special provisions may be made by the Ethics Committee for certain personal transactions executed in foreign markets.
For purchases of the WHV International Equity Fund (I Class only) and the WHV Emerging Markets Fund (I Class Only), pre-clearance approval from the Compliance Department is valid until the transfer agent receives the Access Persons funding. Pre-approval for sales of the WHV International Equity Fund I Class and the WHV Emerging Markets Fund I Class are good for the current trading day only.
Transactions that do not need pre-clearance are:
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Trades made through automatic investment plans, |
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Purchases effected upon the exercise of rights created by an issuer pro rata to holders of a class of its securities, |
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Acquisition of securities through stock dividends, dividend investments, stock splits, mergers, consolidations, spin-offs and other similar corporate reorganizations, |
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Open-end investment company shares (i.e. mutual funds) not advised or sub-advised by WHV, |
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Futures and options on currencies or a broad based securities index. |
Any transaction of a reportable security not appearing on the list directly above requires pre-clearance. However, these transactions will affect how holdings are recorded in Protegent PTA and Access Persons are responsible for the accuracy of their holdings reports.
G. | Restrictions and Limitations |
1. | Initial Public Offerings |
All Access Persons are prohibited from participating in initial public offerings (IPOs) for their personal accounts.
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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 Persons 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 employees position at WHV.
If applicable, all records relating to the CCOs approval of employees requests to invest in limited offerings and private placement securities shall be maintained in writing.
3. | Short-Swing Profit Prohibition |
Access Persons may not profit from the purchase and sale or the sale and purchase of a reportable security within 30 calendar days. Please note that FIFO (First In First Out) accounting is used to determine the 30-day holding period.
4. | Trading Limitation Specific to Fund Access Persons |
Fund Access Persons, defined as those who make, participate in or obtain information regarding the purchase and sale of securities for WHVs registered investment company clients (i.e. mutual funds) or whose functions relate to the making of any recommendations for such transactions, may not purchase or sell a security for their personal account(s) within seven calendar days before or after the same security is purchased or sold for one of WHVs registered investment company clients.
5. | Restricted Lists |
Current holdings in the firms International Equity strategy (i.e., holdings in the WHV International Equity Fund, Laudus International MarketMasters Fund, and AXA EQ International Core Plus Fund, and holding in the International Equity model in Moxy), Small Cap 60 Stock model in Moxy, and the Emerging Markets strategy (i.e., the holdings in the WHV Emerging Markets Fund and the Emerging Markets model in Moxy) remain on restricted lists permanently due to the fact that WHV manages mutual funds in the International Equity and Emerging Markets strategies and due to the daily trading activity in those strategies in broker-sponsored wrap programs.
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Starting from November 1, 2011, the holdings in the model portfolios and/or representative client accounts of the following equity strategies are also included in the restricted lists in PTA:
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Global Equity |
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Small Cap 100 |
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Emerging Markets Local |
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Large Cap Core |
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Large Cap Growth |
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Large Cap Balanced (equity holdings only, fixed income holdings are excluded from the restricted list) |
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Mid Cap Equity |
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Multi Cap Equity |
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All Cap Plus International |
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Micro Cap Equity |
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Aggressive Growth |
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Environmental, Social and Governance Equity |
If an Access Person held a security prior to its inclusion in one of these strategies, the Access Person may continue to hold such security and sell at any time but may not add to his or her position as long as the stock is a current holding of the strategy.
If a security held in either the WHV International Equity Fund or the WHV Emerging Markets Fund is sold, the security shall remain on the relevant restricted list for seven calendar days after the last trade date of the rotation before it is removed from the restricted list. Other securities that are sold as a part of a strategy-wide rotation shall remain on the relevant restricted list one business day after the last trade date of the rotation before it is removed from the restricted list.
6. | Same Day Trading |
All Access Persons are generally prohibited from trading in their personal account(s) on the same day that the firm trades in the same security for client accounts.
A same day trading violation may be waived at the discretion of a member of the Ethics Committee based on the circumstances of the Access Persons trade, as compared to the firms trades for client accounts, taking into consideration the following non-exclusive list of factors: market capitalization, liquidity (as determined by the trading volume in the security as of the previous trading day), price, whether the firms client trades were made as part of a strategy-wide decision, whether the Access Person and the clients were on the same or opposite sides of the trade and if a pattern of trading activity is determined.
Should an Access Persons pre-clearance request be denied by Protegent PTA due to existing client orders on a particular trading, the Access Person may request a waiver from a member of the Ethics Committee. A member of the Ethics Committee may grant a waiver based on the same factors discussed above.
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7. | 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 is prohibited under this Code. All WHV Access Persons are reminded that client accounts must be given priority over personal accounts.
8. | Conflicts of Interest |
The Compliance Department monitors the personal trading activity of Access Persons to determine if Access Persons transactions, either taken by themselves or as part of a pattern of trading activity, would result in the appearance of a conflict of interest. In such situations, the Ethics Committee may recommend that certain action be taken, including unwinding the transaction and/or disgorging profits.
H. | Trade Confirmations |
Protegent PTA has agreement in place with certain broker dealers that provide electronic trade confirmation delivery. Access Persons with personal accounts that they directly own, or otherwise control or possess a beneficial interest in, with such brokers simply need to notify the Compliance Department of such accounts. The Compliance Department will arrange for the electronic trade confirmations to be automatically delivered to Protegent PTA.
WHV Access Persons that have personal accounts with brokerage firms that do not participate in electronic trade confirmation delivery with Protegent PTA, must direct such brokers to send paper trade confirmations of their personal 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 WHVs Compliance Department.
1. | Initial and Annual Holdings Reports |
All new employees determined to be Access Persons shall submit, electronically utilizing Protegent PTA, a holdings report of every directly or beneficially owned or controlled account containing 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, electronically utilizing Protegent PTA, a holdings report of each account and account in which they have a beneficial interest holding reportable securities within thirty-one (31) 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.
2. | Quarterly Transactions Reports |
All Access Persons shall submit, electronically utilizing Protegent PTA, a quarterly certification that includes a report of every reportable security transaction in any directly owned or beneficially owned account. For Access Persons who are in the office at any time during the ten calendar days after the end of the quarter, the due date to submit the Quarterly Transaction Certification is the last business day within ten (10) calendar days after the close of the calendar quarter (ten-day certification period). For Access Persons who are out of the office and do not have access to the Protegent PTA system during the entire ten-day certification period, the due date to submit the Quarterly Transaction Certification is the last business day within thirty (30) calendar days after the close of the calendar quarter. 5
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 firms Compliance Department. Any such account must be disclosed separately from the quarterly transaction report immediately upon opening (see below).
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This policy is effective on July 5, 2011 and applies to the Q2 2011 and subsequent Quarterly Transaction Certifications. |
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At the end of each quarter, the Compliance Department will review each Access Persons personal trading against the trades made by the firm for client accounts to ensure compliance with the policies of this Code.
3. | Prompt Notification of Brokerage Accounts |
Access Persons must disclose the opening of a new reportable brokerage account. All new brokerage accounts must be reported to the Compliance Department within five business days. Access Persons may not execute any transactions in an account until the account has been set up in Protegent PTA.
J. | WHV Ethics Committee Enforcement |
The WHV Ethics Committee will: 1) determine whether an Access Person has committed a violation of the firms Code and 2) administer the appropriate penalties which may include the rescission of a personal trade, reducing year-end discretionary bonuses and termination.
K. | Violations of the Rules Regarding Personal Securities Trading |
The Ethics Committee will determine, based on the totality of facts and circumstances, whether a violation of the firms Code has been committed. If requested, each Access Person will be given an opportunity to present the facts and circumstances of the alleged violation to the Ethics Committee prior to final determination. Upon such final determination, the Ethics Committee will levy the appropriate penalties.
1. | Breach of Fiduciary Duty or Duty of Loyalty |
If the violation involves either a breach of the fiduciary duty to the firms clients or the duty of loyalty to the firm itself (i.e. putting his or her personal interests ahead of the interests of the firm or its clients), the penalty shall be a meaningful reduction in the Access Persons year-end discretionary bonus at a minimum and up to termination upon first offense.
The record of any violation of this severity remains permanently in the Access Persons ethics file. An Access Person committing a second violation involving a breach of fiduciary or loyalty duties will be terminated. All violations will be reported to the Audit Committee of the Board of Directors.
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2. | Infractions |
For violations not involving breaches of the duties described above, deemed infractions, the first instance requires a meeting with the CCO. The Code will be reviewed and the Access Person will be advised of the importance of following the rules of the Code with respect to personal securities transactions.
The second infraction, in addition to the above, will result in a meaningful reduction of the Access Persons year-end discretionary bonus. The amount will be determined by the Ethics Committee.
A third infraction may lead to termination of employment. All infractions will be reported to the Audit Committee of the Board of Directors.
3. | Statute of Limitation for Infractions |
After five years, a statute of limitations shall apply to infractions. Infractions greater than five years old shall be removed from the Access Persons ethics file. As discussed above, the statute of limitations does not apply for violations involving breaches of fiduciary or loyalty duties. Such violations shall remain in the Access Persons permanent ethics file.
4. | Appeals Process |
Upon determination by the Ethics Committee of a violation of the rules specific to personal securities trading, an Access Person may appeal to a separate panel (Appeals Panel) which shall include the Head Equity Trader and two rotating members of the firms Management Committee. Management Committee members shall rotate on an annual basis. The CCO and the Access Person will provide the Appeals Panel with a written summary regarding the violation. The CCO and the Access Person shall then appear before the Appeals Panel to present their arguments. The Appeals Panel will render a decision either to uphold or dismiss the violation and such decision is final.
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.
Firm employees must comply with all written policies and procedures with respect to confidentiality and client privacy whether within or outside of this Code. Violations of policies and procedures regarding firm or client confidentiality or privacy may be considered a breach of the duty of loyalty to the firm or a breach of the fiduciary duty to clients as defined above.
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B. | Corporate Information |
Disclosure of lists of employee names or the firms 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 firms 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.
E. | Communications with the Media and Other Third Parties |
Any contact WHV employees have with the media or other third parties requesting information about the firm, its policies or clients are to be referred to the Marketing Department. Inquiries about employees are to be referred to the Human Resources Department. Both the Marketing Department and Human Resources Department will confer with the Compliance Department as needed.
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 Ethics Committee.
Employees must immediately disclose to the firms Ethics Committee any pending criminal charges against them as soon as such charges are filed.
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VIII. PERSONAL ACTIVITIES
A. | Use of Firm Reputation |
It is improper for an employee to use a corporate title, official stationery or the firms 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 firms telephones, copying machines and computers is permitted subject to the provisions of firm policies and procedures.
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 Ethics Committee.
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.
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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 clients 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 firms 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.
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 firms 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 Ethics Committee. Before becoming an
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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 states 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 firms name nor its address should be used in connection with advertisements, campaign materials or the collection of funds.
X. | WHISTLEBLOWER POLICIES AND PROCEDURES |
WHV has established the following procedures for:
(a) |
The receipt, retention, and treatment of complaints received by WHV regarding concerns regarding questionable compliance matters. Compliance matters are defined as matters relating to potential or actual violation of the U.S. Federal Securities Laws, fraud or illegal acts involving any aspect of the firms business, or any potential or actual violations of WHVs policies and procedures. 6 |
(b) | The confidential, anonymous submission by employees of WHV of concerns regarding questionable compliance matters (reports of concerns). |
A. | Protection of Whistleblowers - No Retaliation |
These policies and procedures are intended to enable individuals to raise concerns for investigation and appropriate action.
With this goal in mind and consistent with the policies of the WHV and the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, the WHV Audit Committee shall not retaliate or tolerate any retaliation by management of WHV directly or indirectly, including encouraging retaliation by others, against anyone who, in good faith, makes a report of a concern or provides assistance to the Audit Committee, the CCO, management or any other duly authorized person or group, including any governmental, regulatory or law enforcement body, investigating a report of a concern. If the CCO or Chairman of the Audit Committee becomes aware of a retaliatory action against a reporting person, the CCO or Chairman of the Audit Committee shall inform the Audit Committee of such action.
Nothing in these Policies and Procedures shall limit the authority of WHV to discipline, penalize, suspend or terminate any employee for good and sufficient reasons, which reasons shall not include having in good faith made a report of a concern or provided assistance to the Audit Committee, management or any other duly authorized person or group, including any governmental, regulatory or
6 |
These concerns include 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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law enforcement body, investigating such report. A persons right to protection from retaliation does not extend immunity for any complicity in the matters that are the subject of the concerns or any ensuing investigation.
B. | Submission and Receipt of Reports |
Any employee having concerns of compliance matters may report such concerns to the CCO or the Chairman of WHVs Audit Committee. In addition, reports of concerns may be submitted in writing by hardcopy letter or e-mail, or verbally by telephone or in-person, at the option of the reporting person.
In addition, reports of concerns may be made anonymously at the option of the reporting person. The CCO will establish and announce to all employees the confidential email addresses and/or telephone numbers for such reporting. Reporting persons who are willing to provide their names should indicate if they want their names kept confidential.
C. | Confidentiality |
Reports of concerns, and investigations pertaining thereto, shall be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation. The Chief Compliance Officer, the Chairman of the Audit Committee, and members of the Ethics Committee shall take reasonable steps necessary to protect the identity of any person making a report of a Concern so as to prevent any officer, employee, contractor, sub-contractor or agent from being in a position to take any retaliatory action against such person making such report, including encouraging others to take retaliatory action.
D. | Handling and Investigation of Reports |
Persons implicated in any potential wrongdoing will not be directing the WHVs response to the report.
The CCO or the Chairman of the Audit Committee shall report to the Audit Committee all substantive reported concerns in a timely manner. The CCO or the Chairman of the Audit Committee shall track each report of concern on a separate docket. The Audit Committee shall investigate each concern to the extent that the Committee deems necessary, and appropriate corrective action will be recommended to the Board of Directors, if warranted by the investigation.
The Audit Committee shall have the authority to retain outside legal counsel, accountants, private investigators, or any other resource deemed necessary to conduct a full and complete investigation of any reported concern. The Audit Committee may, in its discretion, consult with any member of management who is not the subject of the allegation.
With respect to any or all responsibilities contained in these procedures, the Audit Committee may act between meetings by authority delegated to one or more members and recommend appropriate corrective action to the board.
The CCO or the Chairman of the Audit Committee shall report the status of all docketed reports of concerns to the Audit Committee and, if the Committee so directs, to the full Board of Directors.
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E. | Considerations Relative to Whether a Committee Should Investigate a Report |
In determining whether the Audit Committee should require special treatment of any report of concern, the Committee shall consider, among any other factors that are appropriate under the circumstances, the following:
1. | Who is the alleged wrongdoer? If an executive officer, senior financial officer or other high management official of WHV is alleged to have engaged in wrongdoing, that factor alone may be a compelling reason in favor of the Committee conducting the investigation. |
2. | How serious is the alleged wrongdoing? The more serious the alleged wrongdoing, the more appropriate that the Committee should undertake the investigation. For example, if the alleged wrongdoing would constitute a crime involving the integrity of the financial statements of WHV, that factor alone may be a compelling reason in favor of the Audit Committee conducting the investigation. |
3. | How credible is the allegation of wrongdoing? The more credible the allegation, the more appropriate that the Committee should undertake the investigation. In assessing credibility, the Committee should consider all facts surrounding the allegation. |
F. | Recordkeeping |
The Audit Committee shall retain as a part of its records any reports of concerns received pursuant to these Policies and Procedures, and any related documentation regarding investigations or remedial action with respect to any reported concerns, for a period of no less than seven (7) years from the end of the fiscal year in which the report was originally reported to the CCO or the Chairman of the Audit Committee. Any report of a concern received by the CCO, but not delivered by him or her to the Audit Committee, shall be retained by the CCO for a period of no less than seven (7) years from the date that the report was originally reported to the CCO.
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APPENDIX A
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 others 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 firms 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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APPENDIX B
Approved Brokerage Firm List
Charles Schwab & Co,
Citibank,
E*Trade,
Merrill Lynch,
Morgan Stanley
Scottrade,
TD Ameritrade,
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Exhibit (p)(28)
Invesco Advisers, Inc.
CODE OF ETHICS
January 1, 2011
Code of Ethics
1
TABLE OF CONTENTS
Section | Item | Page | ||||
I. | Introduction | 3 | ||||
II. | Statement of Fiduciary Principles | 3 | ||||
III. | Compliance With Laws, Rules and Regulations; Reporting of Violations | 4 | ||||
IV. | Limits on Personal Investing | 4 | ||||
A. Personal Investing | 4 | |||||
1 Pre-clearance of Personal Securities Transactions |
4 | |||||
Blackout Period |
5 | |||||
Investment Personnel |
5 | |||||
De Minimis Exemptions |
5 | |||||
2 Prohibition of Short-Term Trading Profits |
6 | |||||
3 Initial Public Offerings |
6 | |||||
4 Prohibition of Short Sales by Investment Personnel |
7 | |||||
5 Restricted List Securities |
7 | |||||
6 Other Criteria to Consider in Pre-Clearance |
7 | |||||
7 Brokerage Accounts |
7 | |||||
8 Reporting Requirements |
8 | |||||
a. Initial Holdings Reports |
8 | |||||
b. Quarterly Transactions Reports |
8 | |||||
c. Annual Holdings Reports |
9 | |||||
d. Discretionary Managed Accounts |
9 | |||||
e. Certification of Compliance |
10 | |||||
9 Private Securities Transactions |
10 | |||||
10 Limited Investment Opportunity |
10 | |||||
11 Excessive Short-Term Trading in Funds |
10 | |||||
B. Invesco Ltd. Securities | 10 | |||||
C. Limitations on Other Personal Activities | 11 | |||||
1 Outside Business Activities |
11 | |||||
2 Gifts and Entertainment Policy |
11 | |||||
Entertainment |
11 | |||||
Gifts |
11 | |||||
3 U.S. Department of Labor Reporting |
12 | |||||
D. Parallel Investing Permitted | 12 | |||||
V. | Reporting of Potential Compliance Issues | 13 | ||||
VI. | Administration of the Code | 13 | ||||
VII. | Sanctions | 13 | ||||
VIII. | Exceptions to the Code | 14 | ||||
IX. | Definitions | 14 | ||||
X. | Invesco Ltd. Policies and Procedures | 16 | ||||
X1. | Code of Ethics Contacts | 16 |
Code of Ethics
2
Invesco Advisers, Inc.
CODE OF ETHICS
(Originally adopted February 29, 2008; Amended effective January 1, 2011)
I. Introduction
Invesco Advisers, Inc. has a fiduciary relationship with respect to each portfolio under management. The interests of Clients and of the shareholders of investment company Clients take precedence over the personal interests of Invesco Advisers, Inc.s Covered Persons (defined below). Capitalized terms used herein and not otherwise defined are defined at the end of this document.
This Code of Ethics (the Code) applies to all Covered Persons. Covered Persons include:
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any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties, makes, participates in , or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc. |
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all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd. |
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any other persons falling within such definitions under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the Investment Company Act)or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act) and such other persons that may be so deemed by Compliance. |
II. Statement of Fiduciary Principles
The following fiduciary principles govern Covered Persons.
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the interests of Clients and shareholders of investment company Clients must be placed first at all times and Covered Persons must not take inappropriate advantage of their positions; and |
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all personal securities transactions must be conducted consistent with this Code and in a manner to avoid any abuse of an individuals position of trust and responsibility. This Code is our effort to address conflicts of interest that may arise in the ordinary course of our business. |
This Code does not attempt to identify all possible conflicts of interest or to ensure literal compliance with each of its specific provisions. It does not necessarily shield Covered Persons from liability for personal trading or other conduct that violates a fiduciary duty to Clients and shareholders of investment company Clients.
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III. Compliance with Laws, Rules and Regulations; Reporting of Violations
All Invesco Advisers, Inc.s Employees are required to comply with applicable state and federal securities laws, rules and regulations and this Code. Employees shall promptly report any violations of laws or regulations or any provision of this Code of which they become aware to Invesco Advisers, Inc.s Chief Compliance Officer or his/her designee. Additional methods of reporting potential violations or compliance issues are described in Section V of this Code under Reporting of Potential Compliance Issues.
IV. Limits on Personal Investing
A. Personal Investing
1. Pre-clearance of Personal Security Transactions . All Covered Persons must pre-clear with the Compliance Department using the automated review system all personal security transactions involving Covered Securities for which they have Beneficial Ownership. A Covered Person may have Beneficial Ownership in securities held by members of his or her immediate family sharing the same household (i.e., a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements.
Additionally, all Covered Persons must pre-clear personal securities transactions involving securities over which they have discretion. For example, if a Covered Person is directing the transactions for a friend or family member (regardless of whether they share the same household) all transactions in Covered Securities must be pre-cleared. Covered Securities include but are not limited to all investments that can be traded by an Invesco Advisers, Inc. entity for its Clients, including stocks, bonds, municipal bonds, exchange-traded funds (ETFs) and any of their derivatives such as options. Although Affiliated Mutual Funds are considered Covered Securities, those that are held by Employees at the Affiliated Mutual Funds transfer agent or in the Invesco Ltd. 401(k) or Money Purchase plans (excluding the Personal Choice Retirement Account (PCRA)) do not need to be pre-cleared through the automated review system because compliance monitoring for these plans is done through a separate process.
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All transactions in Invesco Ltd. securities, including the Invesco Ltd. stock fund held in the Invesco 401(k) and Money Purchase plan, must be pre-cleared. Please refer to section IV.B for additional guidelines on Invesco Ltd. securities. Any transaction in a previous employers company stock that is obtained through an employee benefit plan or company stock fund held in an external retirement plan requires pre-clearance.
Affiliated Mutual Funds that are held in external brokerage accounts or in the PCRA MUST be pre-cleared through the automated review system.
Covered Securities do not include shares of money market funds, U.S. government securities, certificates of deposit or shares of open-end mutual funds not advised by Invesco Advisers, Inc. Unit investment trusts, including those advised by Invesco Advisers, Inc., are not Covered Securities (Please refer to the Definitions section of this Code for more information on the term, Covered Security.)
If you are unclear about whether a proposed transaction involves a Covered Security, contact the Compliance Department via email at CodeofEthics(North America)@invesco.com or by phone at 1-877-331-CODE [1-877-331-2633] prior to executing the transaction.
Ø Any approval granted to a Covered Person to execute a personal security transaction is valid for that business day only, except that if approval is granted after the close of trading day such approval is good through the next trading day.
The automated review system will review personal trade requests from Covered Persons based on the following considerations:
Blackout Period. Invesco Advisers, Inc. does not permit Covered Persons to trade in a Covered Security if there is conflicting activity in an Invesco Client account.
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Non-Investment Personnel. |
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may not buy or sell a Covered Security within two trading days before or after a Client trades in that security. |
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may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
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Investment Personnel . |
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may not buy or sell a Covered Security within three trading days before or after a Client trades in that security. |
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may not buy or sell a Covered Security if there is a Client order on that security currently with the trading desk. |
De Minimis Exemptions . The Compliance Department will apply the following de minimis exemptions in granting pre-clearance when a Client has recently traded or is trading in a security involved in a Covered Persons proposed personal securities transaction:
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Equity de minimis exemptions . |
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If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30-day period provided the issuer of such security is included in the Russell 1000 Index. |
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If a Covered Person does not have knowledge of trading activity in a particular equity security, he or she may execute up to 500 shares of such security in a rolling 30 day period provided that there is no conflicting client activity in that security during the blackout period or on the trading desk that exceeds 500 shares per trading day. |
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Fixed income de minimis exemption . If a Covered Person does not have knowledge of trading activity in a particular fixed income security he or she may execute up to $100,000 of par value of such security in a rolling 30-day period. |
The automated review system will confirm that there is no activity currently on the trading desk on the security involved in the proposed personal securities transaction and will verify that there have been no Client transactions for the requested security within the last two trading days for all Covered Persons except Investment Personnel for whom the black-out period is the last three trading days. For Investments, Portfolio Administration and IT personnel, the Compliance Department will also check the trading activity of affiliates with respect to which such personnel have access to transactional information to verify that there have been no Client transactions in the requested security during the blackout period. The Compliance Department will notify the Covered Person of the approval or denial of the proposed personal securities transaction. The approval of a personal securities transaction request is only valid for that business day . If a Covered Person does not execute the proposed securities transaction on the business day the approval is granted, the Covered Person must resubmit the request on another day for approval.
Any failure to pre-clear transactions is a violation of the Code and will be subject to the following potential sanctions:
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A Letter of Education will be provided to any Covered Person whose failure to pre-clear is considered immaterial or inadvertent. |
|
Repeat violations may result in in-person training, probation, withdrawal of personal trading privileges or employment termination, depending on the nature and severity of the violations. |
2. Prohibition of Short-Term Trading Profits . Covered Persons are prohibited from engaging in the purchase and sale, or short sale and cover of the same Covered Security within 60 days at a profit. If a Covered Person trades a Covered Security within the 60 day time frame, any profit from the trade will be disgorged to a charity of Invesco Advisers, Inc.s choice and a letter of education may be issued to the Covered Person.
3. Initial Public Offerings . Covered Persons are prohibited from acquiring any security in an equity Initial Public Offering. Exceptions will only be granted in unusual circumstances and must be recommended by the Compliance Department and approved by the Chief Compliance Officer or General Counsel (or designee) and the Chief Investment Officer (or designee) of the Covered Persons business unit.
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4. Prohibition of Short Sales by Investment Personnel . Investment Personnel are prohibited from effecting short sales of Covered Securities in their personal accounts if a Client of Invesco Advisers, Inc. for whose account they have investment management responsibility has a long position in those Covered Securities.
5. Restricted List Securities . Employees requesting pre-clearance to buy or sell a security on the Restricted List may be restricted from executing the trade because of potential conflicts of interest.
6. 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.
7. Brokerage Accounts .
a. Covered Persons may only maintain brokerage accounts with:
|
full service broker-dealers. |
|
discount broker-dealers. discount brokerage are accounts in which all trading is completed online. These accounts must be held with firms that provide electronic feeds of confirmations directly to the Compliance Department, |
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Invesco Advisers, Incs. -affiliated Broker-dealer (Invesco Distributors, Inc.) |
b. Brokerage account requirements for Affiliated Mutual Funds. Covered Persons may own shares of Affiliated Mutual Funds that are held at a broker-dealer that is not affiliated with Invesco Advisers, Inc. only if the broker-dealer provides an electronic feed of all transactions and statements to Invesco Advisers, Inc.s Compliance Department. All Covered Persons must arrange for their broker-dealers to forward to the Compliance Department on a timely basis duplicate confirmations of all personal securities transactions and copies of periodic statements for all brokerage accounts, in an electronic format if they include holdings in Affiliated Mutual Funds and preferably in an electronic format for holdings other than Affiliated Mutual Funds.
c. Requirement to move accounts that do not meet Compliance requirement: Every person who becomes a Covered Person under this Code must move all of their brokerage accounts that do not comply with the above provision of the Code within thirty (30) days from the date the Covered Person becomes subject to this Code.
d. Firms that provide electronic feeds to Invescos Compliance Department:
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Please refer to the following link in the Invescos intranet site for a list of broker-dealers that currently provide electronic transaction and statement feeds to Invesco Advisers, Inc.:
http://sharepoint/sites/Compliance-COE-
NA/Training/Documents/Approved%20Discount%20Broker%20List.pdf
8. Reporting Requirements .
a. Initial Holdings Reports . Within 10 calendar days of becoming a Covered Person, each Covered Person must complete an Initial Holdings Report by inputting into the electronic review system, Star Compliance, the following information (the information must be current within 45 days of the date the person becomes a Covered Person):
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A list of all security holdings, including the name, number of shares (for equities) and the principal amount (for debt securities) in which the person has direct or indirect Beneficial Ownership. A Covered Person may have Beneficial Ownership in securities held by members of their immediate family sharing the same household (i.e., a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements. |
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The name of any broker-dealer or bank with which the person maintains an account in which any securities are held for the direct or indirect benefit of the person; and |
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The date that the report is submitted by the Covered Person |
b. Quarterly Transactions Reports . All Covered Persons must report, no later than 30 days after the end of each calendar quarter, the following information for all transactions in a Covered Security in which a Covered Person has a direct or indirect Beneficial Interest: The date of all transactions in that quarter, the security name, the number of shares (for equity securities); or the interest rate and maturity date (if applicable) and the principal amount (for debt securities) for each Covered Security;
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The nature of the transaction (buy, sell, etc.); |
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The price of the Covered Security at which the transaction was executed; |
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The name of the broker-dealer or bank executing the transaction; and |
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The date that the report is submitted to the Compliance Department. |
All Covered Persons must submit a Quarterly Transaction Report regardless of whether they executed transactions during the quarter or not. If a Covered Person did not execute transactions subject to reporting requirements during a quarter, the Report must include a representation to that effect. Covered Persons need not include transactions made through an Automatic Investment Plan/Dividend Reinvestment Plan or similar plans and transactions in Covered Securities held in the Invesco 401(k), Invesco Money Purchase Plan (MPP), or accounts held directly with Invesco in the quarterly transaction report.
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Additionally, Covered Persons must report information on any new brokerage account established by the Covered Person during the quarter for the direct or indirect benefit of the Covered Person (including Covered Securities held in a 401(k) or other retirement vehicle, including plans sponsored by Invesco Advisers, Inc. or its affiliates). The report shall include:
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The date the account was established; |
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The name of the broker-dealer or bank; and |
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The date that the report is submitted to the Compliance Department. |
The Compliance Department may identify transactions by Covered Persons that technically comply with the Code for review based on any pattern of activity that has an appearance of a conflict of interest.
c. Annual Holdings Reports . All Covered Persons must report annually the following information, which must be current within 45 days of the date the report is submitted to the Compliance Department:
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The security and the number of shares (for equities) or the interest rate and maturity date (if applicable) and principal amount (for debt securities) for each Covered Security in which the Covered Person has any direct or indirect Beneficial Ownership; |
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The name of the broker-dealer or bank with or through which the security is held; and |
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The date that the report is submitted by the Covered Person to the Compliance Department. |
d. Discretionary Managed Accounts. In order to establish a Discretionary Managed Account, you must grant 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 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. Covered Persons must receive approval from the Compliance Department to establish and maintain such an account and must provide written evidence that complete investment discretion over the account has been turned over to a professional money manager or other third party. Covered Persons are not required to pre-clear or list transactions for such managed accounts in the automated review system; however, Covered Persons with these types of accounts must provide an annual certification that they do not exercise direct or indirect Control over the managed accounts.
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e. Certification of Compliance. All Covered Persons must certify annually that they have read and understand the Code and recognize that they are subject to the Code. In addition, all Covered Persons must 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 under the Code. The Invesco Advisers, Inc. Internal Compliance Controls Committee (ICCC) will review and approve the Code annually. If material changes are made to the Code during the year, these changes will also be reviewed and approved by the Invesco Advisers, Inc. ICCC. All Covered Persons must certify within 30 days of the effective date of the amended code that they have read and understand the Code and recognize that they are subject to the Code.
9. Private Securities Transactions . Covered Persons may not engage in a Private Securities Transaction without first giving the Compliance Department a detailed written notification describing the transaction and indicating whether or not they will receive compensation and obtaining prior written permission from the Compliance Department. Investment Personnel who have been approved to acquire securities of an issuer in a Private Securities Transaction must disclose that investment to the Compliance Department and the Chief Investment Officer of the Investment Personnels business unit when they are involved in a Clients subsequent consideration of an investment in the same issuer. The business units decision to purchase such securities on behalf of Client account must be independently reviewed by Investment Personnel with no personal interest in that issuer.
10. Limited Investment Opportunity (e.g. private placements, hedge funds, etc.) . Covered Persons may not engage in a Limited Investment Opportunity without first giving the Compliance Department a detailed written notification describing the transaction and obtaining prior written permission from the Compliance Department.
11. Excessive Short Term Trading in Funds . Employees are prohibited from excessive short term trading of any mutual fund advised or sub-advised by Invesco Advisers, Inc. and are subject to various limitations on the number of transactions as indicated in the respective prospectus and other fund disclosure documents.
B. Invesco Ltd. Securities
1. No Employee may effect short sales of Invesco Ltd. securities.
2. No Employee may engage in transactions in publicly traded options, such as puts, calls and other derivative securities relating to the Invesco Ltds securities, on an exchange or any other organized market.
3. For all Covered Persons, transactions, including transfers by gift, in Invesco Ltd. securities are subject to pre-clearance regardless of the size of the transaction, and are subject to black-out periods established by Invesco Ltd. and holding periods prescribed under the terms of the agreement or program under which the securities were received.
4. Holdings of Invesco Ltd. securities in Covered Persons accounts are subject to the reporting requirements specified in Section IVA.8 of this Code.
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C. Limitations on Other Personal Activities
1. Outside Business Activities . You may not engage in any outside business activity, regardless of whether or not you receive compensation, without prior approval from Compliance. Absent prior written approval of the Compliance Department, Employees may not serve as directors, officers, or employees of unaffiliated public or private companies, whether for profit or non-profit. If the outside business activity is approved, the Employee must recuse himself or herself from making Client investment decisions concerning the particular company or issuer as appropriate, provided that this recusal requirement shall not apply with respect to certain Invesco Advisers, Inc.s Employees, who may serve on corporate boards as a result of, or in connection with, Client investments made in those companies. Employees must always comply with all applicable Invesco Ltd. policies and procedures, including those prohibiting the use of material non-public information in Client or employee personal securities transactions.
2. Gift and Entertainment Policy . Employees may not give or accept Gifts or Entertainment that may be considered excessive either in dollar value or frequency to avoid the appearance of any potential conflict of interest. The Invesco Ltd. Gifts and Entertainment Policy includes specific conditions under which employees may accept or give gifts or entertainment. Where there are conflicts between a minimal standard established by a policy of Invesco Ltd. and the standards established by a policy of Invesco Advisers, Inc., including this Code, the latter shall control.
Under no circumstances may an Employee give or accept cash or any possible cash equivalent from a broker or vendor.
An Employee may not provide or receive any Gift or Entertainment that is conditioned upon Invesco Advisers, Inc., its parents or affiliates doing business with the other entity or person involved.
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Entertainment . Employees must report Entertainment with the Compliance Department within thirty (30) calendar days after the receipt or giving by submitting a Gift Report within the automated review system. The requirement to report Entertainment includes dinners or any other event with a Business Partner of Invesco Advisers, Inc. in attendance. |
Employees may not reimburse Business Partners for the cost of tickets that would be considered excessive or for travel related expenses without approval of the Compliance Department.
Examples of Entertainment that may be considered excessive in value include Super Bowls, All-Star games, Kentucky Derby, hunting trips, ski trips, etc. An occasional sporting event, golf outing or concert when accompanied by the Business Partner may not be excessive.
Gifts . Employees are prohibited from accepting or giving the following: single Gifts valued in excess of $100 in any calendar year; or Gifts from one person or firm valued in excess of $100 during a calendar year period.
Reporting Requirements for Gifts and Entertainment:
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Reporting of Gifts and Entertainment given to an Invesco Employee by a Client or Business Partner. All Gifts and Entertainment received by an Employee must be reported through the automated pre-clearance system within thirty (30) calendar days after the receipt of the Gift or the attendance of the Entertainment event. |
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Reporting of Gifts and Entertainment given by an Invesco Employee to a Client or Business Partner. All Gifts and Entertainment given by an Employee must be reported through the reporting requirements of the Employees business unit. An Employee should contact their manager or Compliance if they are not sure how to report gifts they intend to give or have given to a Client or Business Partner. |
3. US Department of Labor Reporting: Under current US Department of Labor (DOL) Regulations, Invesco Advisers, Inc. is required to disclose to the DOL certain specified financial dealings with a union or officer, agent, shop steward, employee, or other representative of a union (collectively referred to as union officials). Under the Regulations, practically any gift or entertainment furnished by Invesco Advisers, Inc.s Employees to a union or union official is considered a payment reportable to the DOL.
Although the Regulations provide for a de minimis exemption from the reporting requirements for payments made to a union or union official which do not exceed $250 a year, that threshold applies to all of Invesco Advisers, Inc.s Employees in the aggregate with respect to each union or union official. Therefore, it is Invesco Advisers, Inc.s policy to require that ALL gifts or entertainment furnished by an Employee be reported to Invesco Advisers, Inc. using the Invesco Advisers, Inc. Finance Departments expense tracking application, Oracle E-Business Suite or any other application deployed for that purpose which has the capability to capture all the required details of the payment. Such details include the name of the recipient, union affiliation, address, amount of payment, date of payment, purpose and circumstance of payment, including the terms of any oral agreement or understanding pursuant to which the payment was made.
Invesco Advisers, Inc. is obligated to report on an annual basis all payments, subject to the de minimis exemption, to the DOL on Form LM-10 Employer Report.
If you have any question whether a payment to a union or union official is reportable, please contact the Compliance Department. A failure to report a payment required to be disclosed will be considered a material violation of this Code. The DOL also requires all unions and union officials to report payments they receive from entities such as Invesco Advisers, Inc. and their Employees.
D. Parallel Investing Permitted
Subject to the provisions of this Code, Employees may invest in or own the same securities as those acquired or sold by Invesco Advisers, Inc. for its Clients.
V. Reporting of Potential Compliance Issues
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Invesco Advisers, Inc. has created several channels for Employees to raise compliance issues and concerns on a confidential basis. An Employee should first discuss a compliance issue with their supervisor, department head or with Invesco Advisers, Inc.s General Counsel or Chief Compliance Officer. Human Resources matters should be directed to the Human Resources Department, an additional anonymous vehicle for reporting such concerns.
In the event that an Employee does not feel comfortable discussing compliance issues through normal channels, the Employee may anonymously report suspected violations of law or Invesco policy, including this Code, by calling the toll-free Invesco Compliance Reporting Line, 1-866-297-3627 which is available to employees of multiple operating units of Invesco Ltd. When you dial this number and you are asked for your name, use Invesco. To ensure your confidentiality, this phone line is provided by an independent company. It is available 24 hours a day, 7 days a week. All calls to the Compliance Reporting Line will be reviewed and handled in a prompt, fair and discreet manner. Employees are encouraged to report these questionable practices so that Invesco has an opportunity to address and resolve these issues before they become more significant regulatory or legal issues.
VI. Administration of the Code of Ethics
Invesco Advisers, Inc. has used reasonable diligence to institute procedures reasonably necessary to prevent violations of this Code.
No less frequently than annually, Invesco Advisers, Inc. will furnish to the Invesco Advisers, Inc.s Internal Compliance Controls Committee (ICCC), or such committee as it may designate, a written report that:
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describes significant issues arising under the Code since the last report to the ICCC, including information about material violations of the Code and sanctions imposed in response to material violations; and |
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certifies that Invesco Advisers, Inc. has adopted procedures reasonably designed to prevent Covered Persons from violating the Code. |
VII. Sanctions
Upon discovering a material violation of the Code, the Compliance Department will notify Invesco Advisers, Inc.s Chief Compliance Officer (CCO). The CCO will notify the ICCC of any material violations at the next regularly scheduled meeting.
The Compliance Department will issue a letter of education to the Covered Persons involved in violations of the Code that are determined to be inadvertent or immaterial.
Invesco Advisers, Inc. may impose additional sanctions in the event of repeated violations or violations that are determined to be material or not inadvertent, including disgorgement of profits (or the differential between the purchase or sale price of the Personal Security Transaction and the subsequent purchase or sale price by a relevant Client during the enumerated period), a letter of censure or suspension, or termination of employment.
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VIII. Exceptions to the Code
Invesco Advisers, Inc.s Chief Compliance Officer (or designee) may grant an exception to any provision in this Code.
IX. Definitions
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Affiliated Mutual Funds generally includes all mutual funds advised or sub-advised by Invesco Advisers, Inc All Invesco funds and Invesco Van Kampen funds are Affiliated Mutual Funds. |
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Automatic Investment Plan means a program in which regular purchases or sales are made automatically in or from investment accounts in accordance with a predetermined schedule and allocation, including dividend reinvestment plans. |
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Beneficial Ownership has the same meaning as Rule 16a-1(a)(2) under the Securities Exchange Act of 1934, as amended (the 34 Act). To have a beneficial interest, Covered Persons must have a direct or indirect pecuniary interest, which is the opportunity to profit directly or indirectly from a transaction in securities. Thus a Covered Person may have Beneficial Ownership in securities held by members of his or her immediate family sharing the same household (i.e. a spouse and children) or by certain partnerships, trusts, corporations, or other arrangements. |
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Client means any account for which Invesco Advisers, Inc. is either the adviser or sub-adviser including Affiliated Mutual Funds. |
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Control has the same meaning as under Section 2(a)(9) of the Investment Company Act. |
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Covered Person means and includes: |
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any director, officer, full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties, makes, participates in , or obtains any information concerning any Clients purchase or sale of Covered Securities or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities ; or who has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc. |
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all Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd. |
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any other persons falling within such definitions under Rule 17j-1 of the Investment Company Act of 1940 , as amended (the Investment Company Act) or Rule 204A-1 under the Investment Advisers Act of 1940, as amended (the Advisers Act) and such other persons that may be so deemed by Compliance. |
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Covered Security means a security as defined in Section 2(a)(36) of the Investment Company Act except that it does not include the following (Please note : exchange traded funds (ETFs) are considered a Covered Security). |
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Direct obligations of the Government of the United States or its agencies; |
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Bankers acceptances, bank certificates of deposit, commercial paper and high quality short-term debt instruments, including repurchase agreements; |
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Any open-end mutual fund not advised or sub-advised by Invesco Advisers, Inc. (All Affiliated Mutual Funds shall be considered Covered Securities regardless of whether they are advised or sub-advised by Invesco Advisers, Inc. |
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Any unit investment trust, including unit investment trusts advised or sub-advised by Invesco Advisers, Inc.; |
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Invesco Ltd.stock because it is subject to the provisions of Invesco Ltd.s Code of Conduct. Notwithstanding this exception, transactions in Invesco Ltd. securities are subject to all the pre-clearance and reporting requirements outlined in other provisions of this Code and any other corporate guidelines issued by Invesco Ltd. |
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Employee means and includes: |
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Any full or part time Employee of Invesco Advisers, Inc. or any full or part time Employee of any Invesco Advisers, Inc.s affiliates that, in connection with his or her regular functions or duties, makes or participates in, or obtains any information concerning any Clients purchase or sale of Covered Securties or who is involved in making or obtains information concerning investment recommendations with respect to such purchase or sales of Covered Securities; or who has access to non-public information concerning any Clients purchase or sale of Covered Securities, access to non-public securities recommendations or access to non-public information concerning portfolio holdings of any portfolio advised or sub-advised by Invesco Advisers, Inc. |
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All Employees of Invesco Ltd. located in the United States who are not covered by the Code of Ethics of a registered investment advisory affiliate of Invesco Ltd. |
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Any other persons falling within such definitions under Rule 17j-1 of the Investment Company Act or Rule 204A-1 under the Advisers Act and such other persons that may be so deemed by Compliance. |
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Gifts, Entertainment and Business Partner have the same meaning as provided in the Invesco Ltd. Gifts and Entertainment Policy. |
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Initial Public Offering means an offering of securities registered under the Securities Act of 1933, as amended, the issuer of which, immediately before the registration, was not subject to the reporting requirements of Section 13 or 15(d) of the 34 Act. |
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Invesco Advisers, Inc.s -affiliated Broker-dealer means Invesco Distributors, Inc. or its successors. |
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Private Securities Transaction means any securities transaction relating to new offerings of securities which are not registered with the Securities and Exchange Commission, provided however that transactions subject to the notification requirements of Rule 3050 of the Financial Industry Regulatory Authoritys (FINRA) Conduct Rules, transactions among immediate family members (as defined in the interpretation of the FINRA Board of Governors on free-riding and withholding) for which no associated person receives any selling compensation, and personal securities transactions in investment company and variable annuity securities shall be excluded. |
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Restricted List Securities means the list of securities that are provided to Compliance Department by Invesco Ltd. or investment departments, which include those securities that are restricted from purchase or sale by Client or Employee accounts for various reasons (e.g., large concentrated ownership positions that may trigger reporting or other securities regulatory issues, or possession of material, non-public information, or existence of corporate transaction in the issuer involving an Invesco Ltd. unit). |
X. Invesco Ltd. Policies and Procedures
All Employees are subject to the policies and procedures established by Invesco Ltd., including the Code of Conduct, Insider Trading Policy, Policy Concerning Political Contributions and Charitable Donations, and Gift and Entertainment Policy and must abide by all their requirements, provided that where there is a conflict between a minimal standard established by an Invesco Ltd. policy and the standards established by an Invesco Advisers, Inc. policy, including this Code, the latter shall control.
XI. Code Of Ethics Contacts
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Telephone Hotline: 1-877-331-CODE [2633] |
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E-Mail: CodeofEthics(North America)@invesco.com |
Last Revised: January 1, 2011
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