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SCHEDULE 14C
(RULE 14c-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c) OF THE SECURITIES
EXCHANGE ACT OF 1934 (AMENDMENT NO. __)
Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )
Check the appropriate box:
(X) Preliminary Information Statement ( ) Confidential, for Use of the
( ) Definitive Information Statement Commission Only (as permitted
by Rule 14c-5(d)(2)
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EQ ADVISORS TRUST
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (Check the appropriate box):
(X) No fee required.
( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined.)
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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( ) Fee paid with preliminary materials.
( ) Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
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(2) Form, Schedule or Registration Statement No.:
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(4) Date Filed:
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SUPPLEMENT DATED JUNE 23, 2000 TO THE CURRENT PROSPECTUSES AND STATEMENTS OF
ADDITIONAL INFORMATION ("SAIS") FOR:
o EQ ADVISORS TRUST
o EQUITABLE VARIABLE LIFE PRODUCTS
o EQUITABLE VARIABLE ANNUITY PRODUCTS AND
INFORMATION STATEMENT
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This Supplement updates the current prospectuses and statements of additional
information for certain variable annuity contracts and variable life insurance
policies ("Product Prospectus" and "SAIs") issued by The Equitable Life
Assurance Society of the United States ("Equitable") and the Prospectus and
Statement of Additional Information ("SAI") of EQ Advisors Trust ("Trust"). You
should read this Supplement in conjunction with the Product Prospectus and Trust
Prospectus ("Prospectuses") and retain them for future reference. In addition,
the information in this document should be considered to be an Information
Statement for purposes of Schedule 14C under the Securities Exchange Act of
1934, as amended ("Exchange Act").
The primary purpose of this Supplement and Information Statement is to provide
you with information about a change of the investment adviser ("Adviser") to one
of the portfolios of the Trust. Equitable, in its capacity as the Investment
Manager of the Trust, has been granted relief by the Securities and Exchange
Commission that permits Equitable, subject to the approval of the Board of
Trustees and without the approval of shareholders to: (i) select new or
additional Advisers for each Portfolio; (ii) enter into new Advisory Agreements
and/or materially modify the terms of any existing Advisory Agreement; (iii)
terminate any existing Adviser and replace the Adviser; and (iv) continue the
employment of an existing Adviser on the same contract terms where the Advisory
Agreement has been assigned because of a change of control of the Adviser.
At a meeting of the Board of Trustees of the Trust held on May 19, 2000, the
Board of Trustees, including the Trustees who are not "interested persons" of
the Trust, the Manager, the Adviser or the Distributor's (as that term is
defined in the Investment Company Act of 1940, as amended) ("Independent
Trustee(s)"), unanimously approved the Manager's proposal to (i) terminate
Credit Suisse Asset Management, LLC ("Credit Suisse") as the Adviser for the
Warburg Pincus Small Company Value Portfolio ("Portfolio") (ii) select and
appoint Fidelity Management & Research Company ("Fidelity") as the Adviser for
the Portfolio; and (iii) change the name of the Portfolio to the "FI Small/Mid
Cap Value Portfolio." In approving the termination of Credit Suisse as the
Adviser for the Portfolio, the Board of Trustees considered, among other things
the past performance of the Portfolio and the Manager's evaluation of Credit
Suisse's future potential of achieving the investment goals of the Portfolio. In
approving Fidelity as the new Adviser for the Portfolio and the related name
change, the Board of Trustees considered certain factors, including: (i) the
nature, quality and extent of the services expected to be rendered by Fidelity,
including the credentials and investment experience of its officers and
employees; (ii) Fidelity's investment approach; (iii) the structure of Fidelity
and its ability to provide services to the Portfolio, based on both its
financial condition as well as its performance record; (iv) a comparison of
Fidelity's advisory fee with those of other potential Advisers' and (v) indirect
costs and benefits of Fidelity serving as the Adviser to the Portfolio. At that
time, the Board also approved a change in the Portfolio's investment strategy to
permit the Adviser to invest at least 65% of the Portfolio's total assets in
common stocks of companies with small to medium market capitalizations (i.e.,
those with market capitalizations similar to companies in the Russell 2000 Index
or the Russell MidCap Index at the time of investment). In connection with that
consideration, the Board of Trustees determined that the Investment Advisory
Agreement between the Manager and Fidelity with respect to the Portfolio is in
the best interests of the Portfolio and its shareholders.
As a result of those determinations and subject to certain regulatory approvals,
effective on or about July 24, 2000, Fidelity will replace Credit Suisse as the
Adviser to the Warburg Pincus Small Company Value Portfolio and the name of the
portfolio will be changed to "FI Small/Mid Cap Value Portfolio." All references
to the Warburg Pincus Small Company Value Portfolio, variable investment options
and investment funds are hereby changed to the "FI Small/Mid Cap Value
Portfolio," variable investment options and investment funds (throughout the
Prospectuses and SAIs). In addition, all references to Warburg Pincus Asset
Management and/or Credit Suisse Asset Management, LLC are replaced with Fidelity
Management & Research Company (throughout the Prospectuses and SAIs.) In
addition, please note that the Portfolio's investment strategy has been changed
to permit the Portfolio to
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invest in common stocks of companies with medium market capitalizations as well
as common stocks of companies with small market capitalizations.
The following information replaces the information with respect to the "Warburg
Pincus Small Company Value Portfolio" in the sections entitled "Summary
Information Concerning EQ Advisors Trust," "About the Investment Portfolios" and
"Management of the Trust" in the Trust Prospectus:
FI SMALL/MID CAP VALUE PORTFOLIO
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PRINCIPAL INVESTMENT STRATEGIES PRINCIPAL RISKS
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Equity securities of U.S. small-cap General investment, small-cap and mid-cap
and mid-cap companies company, foreign securities, sector risk
and value investing.
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INVESTMENT OBJECTIVE: Seeks long-term capital appreciation.
THE INVESTMENT STRATEGY
The Portfolio invests at least 65% of its total assets in common stocks of
companies with small to medium market capitalizations. Small to medium market
capitalization companies are those companies with market capitalizations similar
to the market capitalizations of companies in the Russell 2000 Index or the
Russell MidCap Index at the time of the Portfolio's investment. Companies whose
capitalizations no longer meet this definition after purchase continue to be
considered to have a small to medium market capitalization for purposes of the
65% policy.
The Adviser focuses on securities of companies that it believes are undervalued
in the marketplace in relation to factors such as the company's assets, earnings
or growth potential. The stocks of these companies are often called "value"
stocks.
The Adviser may also invest the Portfolio's assets in securities of foreign
issuers in addition to securities of domestic issuers.
In buying and selling securities for the Portfolio, the Adviser relies on
fundamental analysis of each issuer and its potential for success in light of
its current financial condition, its industry position, and economic and market
factors. The securities of each of these issuers are then analyzed using
statistical models to further evaluate their growth potential, valuation,
liquidity and investment risk. The Adviser may use various techniques, such as
buying and selling futures contracts to increase or decrease the Portfolio's
exposure to changing security prices or other investment techniques that affect
security values. If the Adviser's strategies do not work as intended, the
Portfolio may not achieve its investment objective.
When market or financial conditions warrant, the Adviser may temporarily use a
different investment strategy for defensive purposes. If the Adviser does so,
different factors could affect the Portfolio's performance and the Portfolio may
not achieve its investment objective.
THE PRINCIPAL RISKS
This Portfolio invests in common stocks, therefore, its performance may go up or
down depending on general market conditions. Other principal risks include:
VALUE INVESTING RISK: The Portfolio uses a value-oriented approach to stock
selection. Value investing is subject to the risk that a value stock's intrinsic
value may never be fully recognized or realized by the market, or its price may
go down. There is also the risk that a stock judged to be undervalued may
actually be appropriately priced.
SMALL-CAP AND MID-CAP COMPANY RISK: The Portfolio's investments in small-cap and
mid-cap companies may be subject to more abrupt or erratic movements in price
than those of larger, more established companies because: the securities of such
companies are less well-known and may trade less frequently and in lower volume;
such companies are more likely to experience greater or more unexpected changes
in their earnings and growth prospects; and the products or technologies of such
companies may be at a relatively early state of development or not fully tested.
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FOREIGN SECURITIES RISK: The Portfolio's investments in foreign securities
involve risks not associated with investing in U.S. securities, which can
adversely affect the Portfolio's performance. Foreign markets, particularly
emerging markets, may be less liquid, more volatile, and subject to less
government supervision than domestic markets. There may be difficulties
enforcing contractual obligations, and it may take more time for trades to clear
and settle. In addition, the value of foreign investments can be adversely
affected by: unfavorable currency exchange rates (relative to the U.S. dollar
for securities denominated in foreign currencies); inadequate or inaccurate
information about foreign companies; higher transaction, brokerage and custody
costs; adverse changes in foreign economic and tax policies; and foreign
government instability, war or other adverse political or economic actions.
SECTOR RISK: Market or economic factors affecting certain companies or
industries in a particular industry sector could have a major effect on the
value of the Portfolio's investments. For example, many technology stocks,
especially those of smaller less-seasoned companies, tend to be more volatile
than the overall market.
PORTFOLIO PERFORMANCE
The bar chart below illustrates the Portfolio's annual total return for 1998 and
1999, the Portfolio's first two years of operations, and some of the risks of
investing in the Portfolio by showing yearly changes in the Portfolio's
performance. The table below shows the Portfolio's average annual total returns
for the Portfolio for one year and since inception. The table also compares the
Portfolio's performance to the returns of a broad-based index. Both the bar
chart and table assume reinvestment of dividends and distributions. Please note
that the Portfolio's performance, as reflected below, was achieved by the
Portfolio's previous Adviser. Past performance is not an indication of future
performance. The performance results presented below do not reflect any
insurance and Contract-related fees and expenses, which would reduce performance
results. The inception date for the Portfolio is May 1, 1997.
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CALENDAR YEAR ANNUAL TOTAL RETURN - CLASS IB SHARES
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[BAR CHART]
1998 1999
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-10.02% 1.80%
Best quarter: Worst quarter:
12.40% (1999 4th Quarter) (20.25)% (1998 3rd Quarter)
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AVERAGE ANNUAL TOTAL RETURNS
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ONE YEAR SINCE INCEPTION
FI Small/Mid Cap Value Portfolio - Class IA 2.07% 4.25%*
FI Small/Mid Cap Value Portfolio - Class IB 1.80% 3.33%
Russell 2500 Value Index *** 1.49% 10.00%
Russell 2000 Value Index** (1.49)% 7.06%
Russell 2000 Index** 21.26% 16.99%
* Investment operations commenced with respect to the Class IA Shares on
November 24, 1998.
** For more information on this index, see the section in the prospectus "The
Benchmarks"
*** We believe that this index reflects more closely the market sectors in
which the Portfolio invests. The Russell 2500 Value Index measures the
performance of those Russell 2500 companies with lower price-to-book
ratios and lower forecasted values.
WHO MANAGES THE PORTFOLIO
FIDELITY MANAGEMENT & RESEARCH COMPANY ("Fidelity"), 82 Devonshire Street,
Boston, Massachusetts 02109, will become the Portfolio's Adviser, as of July 24,
2000. FMR Corp., organized in 1972, is the ultimate parent
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company of Fidelity. As of March 31, 2000, FMR Corp., including its affiliates,
had approximately $995 billion in discretionary assets under management. Edward
C. Johnson, 3d is the Chairman of the Board of Fidelity. Other executive
officers and/or directors of Fidelity include: Robert Pozen, Richard A.
Spillane, Jr., Robert Lawrence, Laura Cronin, Eric Roiter, Jay Feedman, Peter
Lynch, Abigail Johnson and Francis V. Knox.
ROBERT MACDONALD is the Portfolio Manager and will be responsible for the
day-to-day management of the Portfolio. Mr. MacDonald, senior vice president and
portfolio manager, has been associated with Fidelity since 1985.
MANAGEMENT OF THE TRUST
On May 19, 2000, the Board of Trustees of the Trust, including a majority of
Trustees who are Independent Trustees, unanimously approved implementation of
the contractual management fee for the Portfolio, effective as of July 24, 2000
as follows:
FIRST $1 NEXT $1 NEXT $3 NEXT $5
BILLION BILLION BILLION BILLION THEREAFTER
FI Small/Mid Cap
Value Portfolio 0.750% 0.700% 0.675% 0.650% 0.625%
