<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[X] Preliminary Proxy Statement [ ] Confidential, For Use of the
[ ] Definitive Proxy Statement Commission Only (as Permitted
[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to Sec. 240.14a-11(c) or 240.14a-12
EQUI-SELECT SERIES TRUST
------------------------
(Name of Registrant as Specified In Its Charter)
EQUI-SELECT SERIES TRUST
------------------------
(Name of Person Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:________
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:________________________________
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously 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:_____________________________________________
(2) Form, Schedule or Registration Statement No.:_______________________
(3) Filing Party:_______________________________________________________
(4) Date Filed:_________________________________________________________
<PAGE>
EQUI-SELECT SERIES TRUST
909 LOCUST STREET
DES MOINES, IA 50309
(800-344-6864)
NOTICE OF SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 2, 1997
TO THE SHAREHOLDERS OF EQUI-SELECT SERIES TRUST:
Notice is hereby given to the holders of shares of beneficial interest (the
"Shares") of Equi-Select Series Trust (the "Trust"), a Massachusetts business
trust, that a Special Meeting of the Shareholders of the Trust (the "Meeting")
will be held at 909 Locust Street, Des Moines, Iowa, 50309 on October 2, 1997,
at 10:00 a.m., local time, for the following purposes:
1. To approve a new Investment Advisory Agreement (the "New Investment
Advisory Agreement") between the Trust and Equitable Investment Services, Inc.
("EISI") to be effective upon the merger of Equitable of Iowa Companies
("Equitable of Iowa") with PFHI Holdings, Inc. ("PFHI"), which new Investment
Advisory Agreement would be substantively identical to the Investment Advisory
Agreement that currently is in effect.
2. To approve the following new Sub-Advisory Agreements among the Trust,
EISI and the respective sub-advisers listed below to be effective upon the
merger of Equitable of Iowa with PFHI, which new Sub-Advisory Agreements will
be substantively identical to the Sub-Advisory Agreements that currently are
in effect:
(A) A new Sub-Advisory Agreement with respect to the International Fixed
Income Series among the Trust , EISI and Credit Suisse Asset Management
Limited.
(B) A new Sub-Advisory Agreement with respect to the OTC Series,
Research Series, and Total Return Series among the Trust, EISI and
Massachusetts Financial Services Company.
(C) A new Sub-Advisory Agreement with respect to the Growth & Income
Series and the Value + Growth Series among the Trust, EISI and Robertson,
Stephens & Company Investment Management, L.P. ("Robertson, Stephens").
3. To approve a new Sub-Advisory Agreement with respect to the Growth &
Income Series and the Value + Growth Series among the Trust, EISI and
Robertson, Stephens to be effective upon the merger of Robertson, Stephens
with BankAmerica Corporation, which new Sub-Advisory Agreement will be
substantively identical to the current Sub-Advisory Agreement.
4. To transact such other business as may properly come before the Meeting
or any adjournment thereof.
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The Board of Trustees has fixed the close of business on August 29, 1997, as
the record date for the determination of shareholders entitled to notice of
and to vote at the Meeting or any adjournment thereof.
By Order of the Board of Trustees
John A. Merriman, Secretary
September 4, 1997.
MANAGEMENT OF THE TRUST RECOMMENDS THAT YOU CAST YOUR VOTE FOR THE APPROVAL
OF THE NEW INVESTMENT ADVISORY AGREEMENT AND NEW SUB-ADVISORY AGREEMENTS.
YOUR VOTE IS IMPORTANT! PLEASE INDICATE YOUR VOTING INSTRUCTIONS ON THE
ENCLOSED PROXY, DATE AND SIGN IT, AND RETURN IT IN THE ACCOMPANYING POSTAGE
PREPAID ENVELOPE.
IF YOU SIGN, DATE AND RETURN THE PROXY BUT GIVE NO VOTING INSTRUCTIONS, YOUR
SHARES WILL BE VOTED IN FAVOR OF ALL PROPOSALS NOTICED ABOVE.
2
<PAGE>
EQUI-SELECT SERIES TRUST
909 LOCUST STREET
DES MOINES, IA 50309
(800-344-6864)
-----------------------
PROXY STATEMENT
-----------------------
SPECIAL MEETING OF SHAREHOLDERS
OCTOBER 2, 1997
This Proxy Statement is furnished in connection with the solicitation by
the Board of Trustees (the "Board" or "Trustees") of Equi-Select Series Trust
(the "Trust"), a Massachusetts business trust, of proxies to be voted at a
Special Meeting of the Shareholders of the Trust, and at any and all
adjournments thereof (the "Meeting"), to be held at 909 Locust Street, Des
Moines, Iowa, 50309, on October 2, 1997, at 10:00 a.m. local time. The
approximate mailing date of this Proxy Statement and accompanying form of
proxy is September 5, 1997.
The Board has fixed the close of business on August 29, 1997, as the
record date (the "Record Date") for the determination of holders of shares of
beneficial interest ("Shares") of the Trust entitled to vote at the Meeting.
Shareholders on the Record Date will be entitled to one vote for each full
Share held and a fractional vote for each fractional Share.
The Board is soliciting shareholder votes on proposals affecting more
than one Series. The following tables summarize the proposals and indicate
which shareholders are being requested to vote on each proposal:
SERIES
--------------------------------------------------
INTERNATIONAL
GROWTH & FIXED MONEY
ADVANTAGE INCOME INCOME MARKET
--------- -------- ------------- ------
Proposal 1-- Approval of new
Investment Advisory Agreement X X X X
Proposal 2 -- Approval of new
Sub-Advisory Agreements X X
2(C) 2 (A)
Proposal 3 -- Approval of a new
Sub-Advisory Agreement X
MORTGAGE-
BACKED TOTAL VALUE +
SECURITIES OTC RESEARCH RETURN GROWTH
---------- --- -------- ------ -------
Proposal 1-- Approval of
new Investment Advisory
Agreement X X X X X
Proposal 2 -- Approval of
new Sub-Advisory
Agreements X X X X
2 (B) 2 (B) 2 (B) 2(C)
Proposal 3 -- Approval of
a new Sub-Advisory Agreement X
<PAGE>
The Trust is comprised of 9 operational portfolios or "Series." Shares
of each Series currently are offered to insurance company separate accounts to
serve as an investment medium for variable annuity contracts ("Variable
Contracts") issued by insurance companies. These separate accounts are
registered with the Securities and Exchange Commission as investment
companies. In accordance with interpretations of the Investment Company Act
of 1940, as amended (the "1940 Act"), each insurance company ("Participating
Insurance Company") issuing a Variable Contract funded by a registered
separate account for which the Trust serves as an investment medium is
required to request voting instructions from the owners of the Variable
Contracts ("Variable Contract Owners") and to furnish a copy of this Proxy
Statement to Variable Contract Owners. Further, each such Participating
Insurance Company will vote Shares or other voting interests in the separate
accounts in proportion to the instructions received from Variable Contract
Owners. The Participating Insurance Company is also required to vote Shares
of the Series held in each registered separate account for which it has not
received instructions in the same proportion as it votes Shares held by that
separate account for which it has received instructions. Shares held by a
Participating Insurance Company in its general account, if any, must be voted
in the same proportion as the votes cast with respect to Shares held in all of
the insurer's registered separate accounts, in the aggregate. Variable
Contract Owners permitted to give instructions for the Series and the number
of shares for which such instructions may be given for purposes of voting at
the Meeting, and at any adjournment thereof, will be determined as of the
Record Date for the Meeting. In connection with the solicitation of such
instructions from Variable Contract Owners, it is expected that Participating
Insurance Companies will furnish a copy of this Proxy Statement to Variable
Contract Owners. The Participating Insurance Companies have fixed the close
of business on September 30, 1997, as the last day on which voting
instructions will be accepted. A proxy may be revoked at any time before it
is voted by the furnishing of a written revocation, properly executed, to the
Trust's Secretary before the Meeting or by attending the Meeting. In addition
to the solicitation of proxies by mail, proxies may be solicited by officers
and employees of the Trust or Participating Insurance Companies or their
agents or affiliates personally or by telephone. All expenses in connection
with the solicitation of the proxies will be borne by Equitable of Iowa
Companies ("Equitable of Iowa").
VOTING.
Shares which represent interests in a particular Series of the Trust vote
separately on those matters which pertain only to that Series. These matters
are Proposals 1, 2, 3 and, as appropriate, any other business which may
properly come before the Meeting. With respect to such matters, a vote of all
Shareholders of the Trust may not be binding on a Series whose Shareholders
have not approved such matter. The voting requirement for approval of each
proposal requires a vote of the "majority of the outstanding voting
securities" of a Series, which means the lesser of: (i) 67% or more of the
voting Shares of each Series present at the Meeting, if the holders of more
than 50% of the outstanding voting Shares of the Series are present or
represented by proxy; or (ii) more than 50% of the outstanding voting Shares
of the Series.
A Sub-Advisory Agreement must be approved separately by each Series to
which the Sub-Advisory Agreement pertains. Approval of each Sub-Advisory
Agreement is contingent upon approval of the New Investment Advisory Agreement
(as defined below) by the shareholders of the pertinent Series. If the New
Investment Advisory Agreement is approved and the New Sub-Advisory Agreements
are each approved by a majority vote of the outstanding Shares of the
applicable Series, the New Sub-Advisory Agreements will take effect
concurrently with the New Investment Advisory Agreement. If the shareholders
of a Series should fail to approve either the New Investment Advisory
Agreement or the New Sub-Advisory Agreement, the Board shall meet to consider
appropriate action. If the shareholders of a Series should fail to approve a
New Sub-Advisory Agreement that pertains to more than one Series, the Sub-
Adviser may serve under the Sub-Advisory Agreement with respect to any Series
whose shareholders have approved the Sub-Advisory Agreement. In such event,
the Board shall meet to consider appropriate action.
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In the event that a quorum is present at the Meeting but sufficient votes
to approve any of the proposals are not received, the persons named as proxies
may propose one or more adjournments of such Meeting to permit further
solicitation of proxies provided they determine that such an adjournment and
additional solicitation is reasonable and in the interest of the shareholders
based on a consideration of all relevant factors including the nature of the
relevant proposal, the percentage of votes then cast, the percentage of
negative votes then cast, the nature of the proposed solicitation activities
and the nature of the reasons for such solicitation. A vote may be taken on a
proposal in this Proxy Statement for the Trust prior to any adjournment if
sufficient votes have been received for approval of that proposal.
The presence in person or by proxy of the holders of a majority of the
outstanding Shares is required to constitute a quorum at the Meeting. As of
the Record Date, the sole shareholders of the Series were Participating
Insurance Companies. Since Participating Insurance Companies are the legal
owners of the Shares, attendance by the Participating Insurance Companies at
the meeting will constitute a quorum under the Trust's Declaration of Trust.
Shares beneficially held by Variable Contract Owners present in person or
represented by proxy at the Meeting will be counted for the purpose of
calculating the votes cast on the issues before the Meeting.
The Trust knows of no items of business other than those mentioned in
Proposals 1, 2 and 3 of the Notice which will be presented for consideration
at the Meeting. If any other matters are properly presented, it is the
intention of the persons named as proxies to vote proxies in accordance with
their best judgment.
BACKGROUND INFORMATION.
Equitable Investment Services, Inc. ("EISI"), 909 Locust Street, Des
Moines, IA 50309, is the Trust's Investment Adviser. See Attachment B for a
list of the directors and principal executive officer of EISI. EISI is a
wholly owned subsidiary of Equitable of Iowa. Equitable of Iowa is a holding
company for the following companies: Equitable Life Insurance Company of Iowa
("Equitable Life"), Golden American Life Insurance Company ("Golden
American"),First Golden American Life Insurance Company of New York ("First
Golden"), Equitable American Insurance Company ("Equitable American"), USG
Annuity & Life Company ("USG"), Locust Street Securities, Inc. ("Locust
Street"), and Directed Services, Inc. ("DSI").
EISI is also a Portfolio Manager of three Series of The GCG Trust. The
GCG Trust is the investment medium for variable annuity contracts and variable
life insurance policies issued by Equitable Life, Golden American, First
Golden and other insurance companies. Additionally, EISI serves as the
investment adviser to Equitable Life, Golden American and USG, and in such
capacity EISI manages over $9.9 billion of their general account assets,
comprised primarily of investment grade corporate bonds, mortgage backed
securities, non-investment grade corporate bonds, and commercial mortgages.
On July 7, 1997, Equitable of Iowa entered into an Agreement and Plan of
Merger with ING Groep N.V. ("ING") and PFHI Holdings, Inc. ("PFHI") pursuant
to which Equitable of Iowa and PFHI have agreed to merge, subject to certain
conditions and regulatory approvals (the "Transaction"). Consummation of the
Transaction is anticipated to occur in the fourth quarter of 1997 and may
constitute an "assignment" (as defined in the 1940 Act) of the current
Investment Advisory Agreement between the Trust and EISI ("Current Investment
Advisory Agreement"). Additionally, consummation of the Transaction may
constitute an assignment of the current Sub-Advisory Agreements between the
Trust, EISI and the respective Sub-Advisers of the Series of the Trust
identified below. None of the affiliates of Equitable of Iowa is currently
affiliated with ING or with any of the current Sub-Advisers of the Trust.
ING operates in 58 countries worldwide and is one of the world's largest
integrated financial service providers, offering a comprehensive range of life
and non-life insurance, commercial and investment banking,
3
<PAGE>
asset management and related products and services. ING has extensive
operations in Europe, North America, South America, Africa, Asia and
Australia. In 1996, ING had gross written premiums of NLG $24,332 million,
making it the the largest insurer in the Netherlands. Management believes
that at December 31, 1995, ING was the 11th largest insurer in Europe and the
32nd largest insurer in the world, based on gross written premiums. At the
end of 1996, ING Bank was the third largest bank in the Netherlands.
Management believes that at December 31, 1995, ING Bank had total assets of
NLG $311.4 billion, making it the 32nd largest bank in Europe and the 51st
largest bank in the world based on total assets. Management also believes
that, based on consolidated total assets at December 31, 1995, ING was the
33rd largest financial institution in the world. ING's products and services
are marketed under a variety of well recognized and strong brand names,
including Nationale-Nederlanden, ING Bank and ING Barings worldwide; Postbank
in the Netherlands; Mercantile Mutual in Australia; NN Financial, Commerce
Group, Belair, Halifax and Western Union in Canada; and Life of Georgia,
Southland Life Insurance Company, Security Life of Denver, Peerless, Excelsior
and Indiana in the United States. For the year ended December 31, 1996 ING's
total income was NLG $47,551 million ($27,532 million) and its net profit was
NLG $3,321 million ($1,923 million). ING had consolidated total assets of NLG
$483.9 billion ($280.2 billion) at the end of 1996.
PFHI is a Delaware corporation and a wholly owned subsidiary of ING.
Equitable of Iowa will be merged with and into PFHI, with PFHI as the
surviving entity. PFHI will succeed to the business of Equitable of Iowa upon
the consummation of the Transaction.
Section 15(f) of the 1940 Act permits the sale of controlling interests
in an investment adviser to an investment company to occur, including receipt
by the investment adviser or any of its affiliated persons of an amount or
benefit in connection with such sale, as long as two conditions are satisfied.
First, an "unfair burden" must not be imposed on the investment company for
which the investment adviser acts in such capacity as a result of the sale of
such interests, or any express or implied terms, conditions or understandings
applicable thereto. The term "unfair burden," as defined in the 1940 Act,
includes any arrangement during the two-year period after any such transaction
whereby the investment adviser (or predecessor or successor adviser) or any
interested person of any such adviser, receives or is entitled to receive any
compensation, directly or indirectly, from the investment company or its
security holders (other than fees for bona fide investment advisory and any
other services) or from any person in connection with the purchase or sale of
securities or other property to, from or on behalf of the investment company
(other than ordinary fees for bona fide principal underwriting services).
Management of the Trust is aware of no circumstances arising from the
Transaction that might result in the imposition of an "unfair burden" on the
Trust.
The second condition of Section 15(f) is that during the three-year
period immediately following consummation of a transaction to which Section
15(f) is applicable, at least 75% of the investment company's board of
trustees must not be "interested person" (as defined in the 1940 Act) of such
investment company, investment adviser or predecessor adviser. The Board of
Trustees currently consists of four Trustees, one of whom, is an interested
person of the Trust and EISI.
It is anticipated that in the near future a process will be undertaken by
the Participating Insurance Companies to substitute the Shares of each of the
Series of the Trust with shares of various series of The GCG Trust which have
similar or identical investment objectives, investment policies and fee
structure. This process will be subject to the review and approval of the
Securities and Exchange Commission. The purpose for undertaking this process
is primarily to provide increased efficiencies which will indirectly be
beneficial to the Variable Contract Owners. The process is not effected by
the Transaction, and none of the Proposals to be considered at the Meeting
pertain to this process.
4
<PAGE>
PROPOSAL 1
APPROVAL OF A NEW INVESTMENT ADVISORY AGREEMENT
BETWEEN THE TRUST AND EQUITABLE INVESTMENT SERVICES, INC.
As stated above, consummation of the Transaction may constitute an
"assignment" of the Current Investment Advisory Agreement. As required by the
1940 Act, the Current Investment Advisory Agreement provides for its automatic
termination in the event of an assignment. In anticipation of the
consummation of the Transaction, and in order for EISI to continue to serve as
investment adviser to the Trust afterwards, a new Investment Advisory
Agreement between EISI and the Trust ("New Investment Advisory Agreement")
must be approved (i) by a majority vote of the Board, including a majority of
the non-interested Trustees, and (ii) as to each Series, by holders of a
majority of the outstanding voting securities of each such Series of the
Trust. The New Investment Advisory Agreement is included as Attachment A.
At the Board meeting held on August 19, 1997, the Trustees, including all
of the non-interested Trustees, concluded that, if the Transaction occurs,
entry by the Trust into the New Investment Advisory Agreement would be in the
best interests of the Trust and the Trust's shareholders. The Board
unanimously approved the New Investment Advisory Agreement and recommended
such New Investment Advisory Agreement for approval by the shareholders of the
Trust at the Meeting. The New Investment Advisory Agreement would take effect
upon the later to occur of (i) the obtaining of shareholder approval, or
(ii) the closing of the Transaction. The New Investment Advisory Agreement,
if approved by shareholders, will continue in effect until two years after its
effective date and thereafter for successive annual periods as long as such
continuance is approved in accordance with the 1940 Act.
In the event that shareholders of the Trust do not approve the New
Investment Advisory Agreement, ING and PFHI have reserved the right to
determine whether or not to consummate the Transaction. If the Transaction is
not consummated, EISI would continue to serve as investment adviser of all
Series of the Trust under the Current Investment Advisory Agreement.
The Current Investment Advisory Agreement, dated October 1, 1994, and
amended on April 1, 1996, provides, among other things, that EISI will provide
advisory, management, administrative, and other services with respect to each
Series of the Trust. Further, EISI in fulfilling its obligations has agreed
to provide general, overall advice and guidance with respect to each Series
and provide advice and guidance to the Trustees, and oversee the management of
the investments of each Series and the composition of each Series' portfolio
of securities and investments, including cash, and the purchase, retention and
disposition of such securities and cash, all in accordance with each Series'
investment objectives and policies as stated in the Trust's current
registration statement. Additionally, EISI has agreed to select and recommend
for consideration by the Board investment advisory firms to provide investment
advice to one or more of the Series, and, at the expense of EISI, to engage
such investment advisory firms ("the Sub-Advisers") to render investment
advice and management of the investments of such series. Under the New
Investment Advisory Agreement, all services provided by EISI would continue.
Pursuant to the Current Investment Advisory Agreement, neither EISI nor
its officers, directors, or employees shall be subject to any liability for,
or any damages, expenses, or losses incurred in connection with any act or
omission connected with or arising out of any services rendered under the
Current Investment Advisory Agreement, except by reason of willful
misfeasance, bad faith, or gross negligence in the performance of EISI's
duties, or by reason of reckless disregard of EISI's obligations and duties
under the Current Investment Advisory Agreement. Under the New Investment
Advisory Agreement, the same standards will be imposed on EISI.
5
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The Current Investment Advisory Agreement was renewed by the Board at a
meeting held on August 19, 1997 and was approved by the sole shareholder of
the Trust on October 1, 1994. The Current Investment Advisory Agreement
provides that it may be terminated at any time without payment of any penalty,
by EISI or the Board of Trustees, or by a vote of a majority of the
outstanding voting shares of each Series. Additionally, the Current
Investment Advisory Agreement automatically and immediately terminates in the
event of its assignment.
As compensation for the actions of EISI, under the Current Investment
Advisory Agreement, the Trust pays EISI the following fee at an annual rate
equal to a percentage of the average daily net assets of each Series, which
fee is computed and accrued daily and paid monthly:
SERIES RATE
------ ----
Advantage .50% of first $100 million
.35% of average net assets over and above $100 million
Growth & Income .95% of first $200 million
.75% of average net assets over and above $200 million
International Fixed .85% of first $200 million
Income .75% of next $300 million
.60% of next $500 million
.55% of next $1 billion
.40% of average net assets over and above $2 billion
Money Market .375% of first $50 million
.35% of average net assets over and above $50 million
Mortgage-Backed .75% of first $200 million
Securities .65% of next $300 million
.55% of next $500 million
.50% of next $1 billion
.40% of average net assets over and above $2 billion
OTC .80% of first $300 million
.55% of average net assets over and above $300 million
Research .80% of first $300 million
.55% of average net assets over and above $300 million
Total Return .80% of first $300 million
.55% of average net assets over and above $300 million
Value + Growth .95% of first $500 million
.75% of average net assets over and above $500 million
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Under the New Investment Advisory Agreement, the schedule of compensation
payable to the Adviser will not change. During 1996, the Trust paid EISI
pursuant to the scheduled compensation described above the following fee
amounts:
SERIES AGGREGATE FEE
------ -------------
Advantage $ 47,012
Growth & Income $127,300
International Fixed Income $ 84,700
Money Market $ 48,489
Mortgage-Backed Securities $ 79,625
OTC $185,005
Research $325,527
Total Return $270,373
Value + Growth $ 80,234
There were no other material payments made by any Series to EISI, or any
affiliated person of EISI, during 1996.
EISI has undertaken to reimburse each Series for all operating expenses,
excluding management fees, that exceed .30% of the average daily net assets of
the Money Market and Advantage Series, .40% of the average daily net assets of
the OTC, Total Return, Research, Growth & Income and Value + Growth Series,
.50% of the average daily net assets of the Mortgage-Backed Securities Series,
and .75% of the average daily net assets of the International Fixed Income
Series. This undertaking is subject to termination at any time without notice
to shareholders. For the year ended December 31, 1996, EISI reimbursed the
Trust $222,949 for expenses in excess of the voluntary expense limitations.
BOARD OF TRUSTEES' EVALUATION. The Board, including the non-interested
Trustees, has determined that, by approving the New Investment Advisory
Agreement on behalf of the Trust, the Trust can best assure itself that the
services currently provided by EISI will continue after the Transaction
without interruption. The Board has determined that, as with the current
Investment Advisory Agreement, the New Investment Advisory Agreement will
enable the Trust to obtain services of high quality at costs deemed
appropriate, reasonable and in the best interests of the Trust and its
Shareholders.
IN EVALUATING THE NEW INVESTMENT ADVISORY AGREEMENT, THE BOARD TOOK INTO
ACCOUNT THAT, EXCEPT FOR THE DATES OF EXECUTION, EFFECTIVENESS AND
TERMINATION, THERE ARE NO DIFFERENCES BETWEEN THE TERMS AND CONDITIONS OF THE
TRUST'S CURRENT INVESTMENT ADVISORY AGREEMENT AND THE NEW INVESTMENT ADVISORY
AGREEMENT, INCLUDING THE TERMS RELATING TO THE SERVICES TO BE PROVIDED
THEREUNDER BY EISI AND THE FEES AND EXPENSES PAYABLE BY THE TRUST.
The Board also considered the terms of the New Investment Advisory
Agreement, and the possible effects of the Transaction upon the Trust and
EISI's organization, and upon the ability of EISI to provide advisory and
other services to the Trust. The Board also considered the qualifications of
EISI to provide an appropriate range of management and administrative
services, the performance record of EISI, the financial condition of EISI,
and the anticipated working relationship between EISI and ING. In light of
the circumstances, the Trustees concluded that the terms of the New Investment
Advisory Agreement are fair and reasonable.
ACCORDINGLY, THE BOARD OF TRUSTEES, INCLUDING THE TRUSTEES WHO ARE NOT
INTERESTED PERSONS OF ANY PARTY TO THE NEW INVESTMENT ADVISORY AGREEMENT,
RECOMMENDS APPROVAL OF THE NEW INVESTMENT ADVISORY AGREEMENT BETWEEN THE TRUST
AND EISI.
7
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PROPOSALS 2(A)-2(C) AND 3
APPROVAL OF NEW SUB-ADVISORY AGREEMENTS FOR THE INTERNATIONAL FIXED INCOME
SERIES, OTC SERIES, RESEARCH SERIES, TOTAL RETURN SERIES, GROWTH & INCOME
SERIES, AND VALUE + GROWTH SERIES.
As stated above, the Transaction will result in a change of control of
EISI and may operate to terminate automatically the Sub-Advisory Agreements
currently applicable (collectively, the "Current Sub-Advisory Agreements").
In order for the management of each Series to continue uninterrupted after the
Transaction, shareholder approval of "New Sub-Advisory Agreements" is being
sought.
Each of the Current Sub-Advisory Agreements requires the Sub-Adviser to
provide, subject to supervision of the Board and EISI, a continuous investment
program for the Series' portfolio and to determine the composition of the
assets of the Series' portfolio, including determination of the purchase,
retention, or sale of the securities, cash, and other investments contained in
the portfolio. Generally, the Current Sub-Advisory Agreements state that the
Sub-Adviser will provide investment research and conduct a continuous program
of evaluation, investment, sales, and reinvestment of the Series' assets by
determining the securities and other investments that shall be purchased,
sold, closed or exchanged for the Series, when these transactions should be
executed, and what portion of the assets of the Series should be held in the
various securities and other investments in which it may invest, all in
accordance with the Series' investment objectives and policies. Under the New
Sub-Advisory Agreements, all services and responsibilities of the Sub-Advisers
would continue.
Pursuant to each of the Current Sub-Advisory Agreements, a Sub-Adviser
is not subject to liability for, or subject to any damages, expenses, or
losses in connection with, any error of judgment or mistake of law, or for any
loss suffered by the Trust, except for a loss from willful misfeasance, bad
faith, or gross negligence in the performance of its duties, or by reason of
reckless disregard of its obligations and duties under the agreement. Under
the New Sub-Advisory Agreements, the same responsibilities will be imposed on
the Sub-Advisers.
Each of the Current Sub-Advisory Agreements provides that it will
terminate automatically in the event of its "assignment," as that term is
defined in the 1940 Act. In addition, each Current Sub-Advisory Agreement may
be terminated by EISI or by the Sub-Adviser upon 60 days' written notice to
the other parties, and by the Trust upon the vote of a majority of the Board
or a majority of the outstanding shares of the applicable Series, upon 60
days' written notice to EISI and the Sub-Adviser.
For the services provided by the Sub-Advisers pursuant to each of the
Current Sub-Advisory Agreements, EISI, and not the Trust, pays a monthly fee
at the following annual rates, which are expressed as percentages of the value
of the average daily net assets of each Series:
SUB-ADVISER SERIES RATE
- ----------- ------ ----
Credit Suisse Asset International .45% of first $200 million
Management Limited Fixed Income .40% of next $300 million
("Credit Suisse") .30% of next $500 million
.25% of next $1 billion
.10% of over and above $2 billion
8
Massachusetts OTC .40% of first $300 million
Financial Services
Company ("MFS") .25% of over and above $300 million
Research .40% of first $300 million
.25% of over and above $300 million
Total Return .40% of first $300 million
.25% of over and above $300 million
Robertson, Stephens Growth & Income .55% of first $200 million
& Company Investment .45% of over and above $200 million
Management, L.P.
("Robertson, Stephens") Value + Growth .55% of first $500 million
.45% of over and above $500 million
Under the New Sub-Advisory Agreements, the schedule of compensation
payable to the Sub-Advisers will not change.
Fees paid by EISI to the Sub-Advisers for their services under the
Current Sub-Advisory Agreements for the year ended December 31, 1996, were as
follows: Credit Suisse $44,894 for the International Fixed Income Series; MFS
$92,983 for the OTC Series, $163,740 for the Research Series, and $135,835 for
the Total Return Series; and Robertson, Stephens $74,537 for the Growth &
Income Series and $46,724 for the Value + Growth Series.
THE NEW SUB-ADVISORY AGREEMENTS. The New Sub-Advisory Agreements will be
among the Trust, EISI and each of the following:
SUB-ADVISER SERIES
- ----------- ------
Credit Suisse International Fixed Income
MFS OTC
Research
Total Return
Robertson, Stephens Growth & Income
Value + Growth
At the August 19, 1997 meeting of the Board of Trustees, each of the New
Sub-Advisory Agreements was approved by the Board of Trustees, including a
majority of the Trustees who are not interested parties to the New Sub-
Advisory Agreements or interested persons of such parties. The New Sub-
Advisory Agreements with Credit Suisse, MFS, and Robertson, Stephens are
included as Exhibits A, B, and C, respectively.
The New Sub-Advisory Agreement for each Series as approved by the Board
is submitted for approval by the shareholders of the Series to which the New
Sub-Advisory Agreement applies. The New Sub-Advisory Agreements must be voted
upon separately by the Series to which a New Sub-Advisory Agreement pertains.
If the New Sub-Advisory Agreement is approved by the vote of a majority of the
outstanding shares of the
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applicable Series, it will take effect upon the closing of the Transaction and
will continue in effect for two years and thereafter for successive annual
periods as long as such continuance is approved in accordance with the 1940
Act. For this purpose, the vote of the holders of a majority of the Series'
outstanding shares means the lesser of: (i) 67% or more of the voting shares
of each Series present at the Meeting, if the holders of more than 50% of the
outstanding voting shares of the Series are present or represented by proxy;
or (ii) more than 50% of the outstanding voting shares of the Series. If the
shareholders of a Series should fail to approve the New Sub-Advisory Agreement
that pertains to that Series, the Sub-Adviser may continue to serve in that
capacity with respect to any other Series whose shareholders approve the New
Sub-Advisory Agreement. In such an event, the Board shall meet to consider
appropriate action. If the Shareholders of any Series should fail to approve
the New Sub-Advisory Agreements, ING and PFHI have reserved the right to
determine whether or not to consummate the Transaction. If the Transaction is
not consummated the Sub-Advisers will continue to service all Series of the
Trust under the Current Sub-Advisory Agreements.
THE TERMS OF EACH OF THE NEW SUB-ADVISORY AGREEMENTS ARE IDENTICAL IN ALL
MATERIAL RESPECTS, INCLUDING THE FEES PAYABLE TO THE SUB-ADVISERS, TO THE
TERMS OF THE CURRENT SUB-ADVISORY AGREEMENTS.
PROPOSAL 2(A)
APPROVAL OF SUB-ADVISORY AGREEMENT WITH CREDIT SUISSE
FOR THE INTERNATIONAL FIXED INCOME SERIES
INFORMATION ABOUT CREDIT SUISSE
Credit Suisse (formerly, CS First Boston Investment Management Ltd.),
with offices at Beaufort House, London, England, is a wholly owned subsidiary
of Credit Suisse, a Swiss bank, which in turn is a subsidiary of CS Holding, a
Swiss corporation.
Credit Suisse manages the assets of the International Fixed Income Series
pursuant to a Sub-Advisory Agreement dated October 1, 1994, among the Trust,
EISI, and Credit Suisse. The Current Sub-Advisory Agreement was approved by
the Board on August 19, 1997 and was approved by the sole shareholder of the
International Fixed Income Series of the Trust on October 1, 1994.
The New Sub-Advisory Agreement is included as Exhibit A. See Exhibit D
for a list of the directors and the principal executive officer of Credit
Suisse and a table setting forth the other investment companies with similar
investment objectives to those of the International Fixed Income Series for
which Credit Suisse serves as investment adviser, including the fees payable
by such investment companies and their approximate net assets.
THE TRUSTEES' RECOMMENDATION - PROPOSAL 2(A).
In determining whether to approve the New Sub-Advisory Agreement for the
International Fixed Income Series and to recommend approval to shareholders,
the Board, including the Trustees who are not interested persons of EISI or
Credit Suisse, considered various matters and materials provided by EISI and
Credit Suisse. Information considered by the Trustees included, among other
things, the following: (1) the compensation to be received by Credit Suisse
for its sub-advisory services and the fairness and reasonableness of such
compensation, and that the fee under the New Sub-Advisory Agreement is the
same as that under the Current Sub-Advisory Agreement; (2) the nature and the
quality of the sub-advisory services expected to be rendered under the New Sub-
Advisory Agreement; (3) the possible effects of the Transaction on the
services to be rendered under the New Sub-Advisory Agreement; (4) the
background and prior experience of Credit Suisse; and (5) the financial
condition of Credit Suisse.
10
<PAGE>
ACCORDINGLY, THE BOARD OF TRUSTEES, INCLUDING THE TRUSTEES WHO ARE NOT
INTERESTED PERSONS OF ANY PARTY TO THE NEW SUB-ADVISORY AGREEMENT, RECOMMENDS
THE APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT AMONG THE TRUST, EISI, AND
CREDIT SUISSE.
PROPOSAL 2(B)
APPROVAL OF SUB-ADVISORY AGREEMENT WITH MFS
FOR THE OTC SERIES, RESEARCH SERIES, AND TOTAL RETURN SERIES
INFORMATION ABOUT MFS
MFS, with offices at 500 Boylston Street, Boston, Massachusetts, 02116,
and its predecessor organizations have a history of money management dating
from 1924. Net assets under the management of the MFS organization were
approximately $43.9 billion on behalf of approximately 1.9 million investor
accounts as of February 28, 1997. As of such date, the MFS organization
managed approximately $28.9 billion of assets in equity securities and $19.9
billion of assets in fixed income securities. Approximately $4.0 billion of
assets managed by MFS are invested in securities of foreign issuers and non-
U.S. dollar denominated securities of U.S. issuers. MFS is a subsidiary of
Sun Life Assurance Company of Canada (U.S.) which in turn is a wholly owned
subsidiary of Sun Life Assurance Company of Canada ("Sun Life"). Sun Life, a
mutual life insurance company, is one of the largest international life
insurance companies and has been operating in the U.S. since 1895,
establishing a headquarters office in the U.S. in 1973. The executive
officers of MFS report to the Chairman of Sun Life.
MFS manages the assets of the OTC Series, Research Series and Total
Return Series pursuant to a Sub-Advisory Agreement dated October 1, 1994 among
the Trust, EISI, and MFS. The Current Sub-Advisory Agreement was approved by
the Board of Trustees on August 19, 1997 and was approved by the sole
shareholder of each of the OTC Series, Research Series and Total Return Series
of the Trust on October 1, 1994.
The New Sub-Advisory Agreement is included as Exhibit B. See Exhibit E
for a list of the directors and the principal executive officer of MFS and a
table setting forth the other investment companies with similar investment
objectives to those of the OTC Series, Research Series and Total Return
Series, including the fees payable by such investment companies and their
approximate net assets.
THE TRUSTEES' RECOMMENDATION - PROPOSAL 2(B).
In determining whether to approve the New Sub-Advisory Agreement for the
OTC Series, Research Series and Total Return Series and to recommend approval
to shareholders, the Board, including the Trustees who are not interested
persons of EISI or MFS, considered various matters and materials provided by
EISI and MFS. Information considered by the Trustees included, among other
things, the following: (1) the compensation to be received by MFS for its sub-
advisory services and the fairness and reasonableness of such compensation,
and that the fee under the New Sub-Advisory Agreement is the same as that
under the Current Sub-Advisory Agreement; (2) the nature and the quality of
the sub-advisory services expected to be rendered under the New Sub-Advisory
Agreement; (3) the possible effects of the Transaction on the services to be
rendered under the New Sub-Advisory Agreement; (4) the background and prior
experience of MFS; and (5) the financial condition of MFS.
ACCORDINGLY, THE BOARD OF TRUSTEES, INCLUDING THE TRUSTEES WHO ARE NOT
INTERESTED PERSONS OF ANY PARTY TO THE NEW SUB-ADVISORY AGREEMENT, RECOMMENDS
THE APPROVAL OF THE NEW SUB-ADVISORY AGREEMENT AMONG THE TRUST, EISI, AND MFS.
11
<PAGE>
PROPOSALS 2(C) AND 3
APPROVAL OF SUB-ADVISORY AGREEMENTS WITH ROBERTSON, STEPHENS
FOR THE GROWTH & INCOME SERIES AND VALUE + GROWTH SERIES.
INFORMATION ABOUT ROBERTSON, STEPHENS
Robertson, Stephens, with offices at 555 California Street, San
Francisco, California, 94104, is a California limited partnership formed in
1993. The general partner of Robertson, Stephens is Robertson, Stephens &
Company, Inc. Robertson, Stephens is affiliated with Robertson, Stephens &
Company, LLC, a major investment banking firm specializing in emerging growth
companies that has developed substantial investment research, underwriting,
and venture capital expertise. Since 1978, Robertson, Stephens & Company, LLC
has managed underwritten public offerings for over $15 billion of securities
of emerging growth companies. Robertson, Stephens and its affiliates have in
excess of $3.5 billion under management in public and private investment
funds.
Robertson, Stephens manages the assets of the Growth & Income Series and
Value + Growth Series pursuant to a Sub-Advisory Agreement dated April 1, 1996
among the Trust, EISI, and Robertson, Stephens. The Current Sub-Advisory
Agreement was approved by the sole shareholder of each of the Growth & Income
Series and the Value + Growth Series of the Trust on April 1, 1996. The
Current Sub-Advisory Agreement among the Trust, EISI, and Robertson, Stephens
will terminate upon the change of control of EISI. Additionally, On June 8,
1997, BankAmerica Corporation ("BankAmerica") entered into an Agreement and
Plan of Merger with Robertson, Stephens & Company Group, L.L.C. and Robertson
Stephens & Company, Inc., pursuant to which each of those entities would be
merged into a subsidiary of BankAmerica (the "BankAmerica Merger"). Upon the
consummation of the BankAmerica Merger, BankAmerica will become the owner of
the entire beneficial interest in Robertson, Stephens. Therefore, the
BankAmerica Merger will also result in a change of control of Robertson,
Stephens, and the Sub-Advisory Agreement among the Trust, EISI and Robertson,
Stephens by its terms will terminate.
As discussed above, Section 15(f) of the 1940 Act permits the sale of
controlling interests in an investment adviser to an investment company to
occur, including receipt by the investment adviser or any of its affiliated
persons of an amount or benefit in connection with such sale, as long as,
among other things, no "unfair burden" is imposed on the investment company
for which the investment adviser acts in such capacity as a result of the sale
of such interests, or any express or implied terms, conditions or
understandings applicable thereto. Management of the Trust is aware of no
circumstances arising from the BankAmerica Merger that might result in the
imposition of an "unfair burden" on the Trust. Also, no Trustees of the Trust
are interested persons of Robertson, Stephens.
The BankAmerica Merger Agreement does not prescribe any changes in the
management or operations of Robertson, Stephens, including any changes in the
personnel managing the Growth & Income Series or the Value + Growth Series, or
other services or business activities relating to the Growth & Income Series
or the Value + Growth Series. Robertson, Stephens does not anticipate that
the BankAmerica Merger will cause any reduction in the quality of services now
provided to, or have any adverse effect on its ability to fulfill its
obligations to the Growth & Income Series or the Value + Growth Series.
INFORMATION ABOUT BANKAMERICA.
BankAmerica is a bank holding company that was incorporated on October 7,
1968 under the laws of the State of Delaware, and is registered under the Bank
Holding Company Act of 1956, as amended. Through its network of subsidiaries,
BankAmerica provides banking and other financial services throughout the
United States and in selected international markets to consumers and business
customers, including corporations,
12
<PAGE>
governments, and other institutions. As a global financial intermediary,
BankAmerica provides capital-raising services, trade finance, cash management,
investment banking, capital markets and credit products, and financial
advisory services to large public and private-sector institutions that are
part of the global economy. At December 31, 1996, BankAmerica, together with
its subsidiaries, was one of the three largest bank holding companies in the
United States, with total assets of $250.8 billion.
Bank of America National Trust and Savings Association (the "Bank") is
the largest subsidiary of BankAmerica. The Bank, which was organized in 1904,
provides commercial and retail banking and trust services through an extensive
system of branches across the western United States. BankAmerica's principal
banking subsidiaries operate branches in eleven U.S. states as well as
corporate banking offices in major U.S. cities and branches, corporate offices
and representative offices in 37 other countries and territories. The Bank
and its affiliates act as investment advisers for assets of over $50 billion,
including over $14 billion in mutual funds.
It is currently anticipated that the BankAmerica Merger will be
consummated prior to the Transaction. In such an event the Current Sub-
Advisory Agreement will automatically terminate upon the change of control of
Robertson, Stephens and it will be necessary for a New Sub-Advisory Agreement
to be entered into among the Trust, EISI, and Robertson, Stephens. This New
Sub-Advisory Agreement, which is identical in all material respects to the
Current Sub-Advisory Agreement, will be applicable to the Growth & Income
Series and the Value + Growth Series for an interim period when it will
automatically terminate upon the change of control of EISI and a New Sub-
Advisory Agreement will become effective. In the event that the Transaction
is consummated prior to the BankAmerica Merger, then the Current Sub-Advisory
Agreement will automatically terminate upon the change of control of EISI and
a New Sub-Advisory Agreement among the Trust, EISI and Robertson, Stephens,
which is identical in all material respects to the Current Sub-Advisory
Agreement, will be applicable to the Growth & Income Series and the Value +
Growth Series for an interim period when it will automatically terminate upon
the change of control of Robertson, Stephens and a New Sub-Advisory Agreement
will become effective. If only one of the Transaction or BankAmerica Merger
is consummated, then that New Sub-Advisory Agreement which is identical in all
material respects to the Current Sub-Advisory Agreement which becomes
effective upon the change of control of EISI or Robertson, Stephens, as
applicable, will continue to be applicable to the Growth & Income Series and
the Value + Growth Series. As both the Transaction and BankAmerica Merger are
subject to several conditions, and there is a possibility that one or the
other will not be consummated, the shareholders of the Growth & Income Series
and the Value + Growth Series are being requested in Proposals 2(C) and 3 to
separately approve two New Sub-Advisory Agreements among the Trust, EISI and
Robertson, Stephens. In the event that neither the Transaction nor the
BankAmerica Merger is consummated, the Current Sub-Advisory Agreement will
continue to be applicable to the Growth & Income Series and the Value + Growth
Series. The two New Sub-Advisory Agreements and the Current Sub-Advisory
Agreement are identical in all material respects, including the fees payable
to Robertson, Stephens.
The form of the two New Sub-Advisory Agreements is included in Exhibit C.
See Exhibit F for a list of the partners and the principal executive officer
of Robertson, Stephens and a table setting forth the other investment
companies with similar investment objectives to those of the Growth & Income
Series and Value + Growth Series, including the fees payable by such
investment companies and their approximate net assets.
THE TRUSTEES' RECOMMENDATION - PROPOSALS 2(C) AND 3.
In determining whether to approve the New Sub-Advisory Agreements for the
Growth & Income Series and Value + Growth Series and to recommend approval to
shareholders, the Board, including the Trustees who are not interested persons
of EISI or Robertson, Stephens, considered various matters and materials
provided by EISI and Robertson, Stephens. Information considered by the
Trustees included, among other things, the
13
<PAGE>
following: (1) the compensation to be received by Robertson, Stephens for its
sub-advisory services and the fairness and reasonableness of such
compensation, and that the fee under the New Sub-Advisory Agreements is the
same as that under the Current Sub-Advisory Agreement; (2) the nature and the
quality of the sub-advisory services expected to be rendered under the New Sub-
Advisory Agreements; (3) the possible effects of the Transaction on the
services to be rendered under the New Sub-Advisory Agreements; (4) the
background and prior experience of Robertson, Stephens; (5) the financial
condition of Robertson, Stephens; (6) the possible effects of the BankAmerica
Merger on the services to be rendered under the New Sub-Advisory Agreements;
and (7) the anticipated working relationship among EISI, Robertson, Stephens,
and BankAmerica.
ACCORDINGLY, THE BOARD OF TRUSTEES, INCLUDING THE TRUSTEES WHO ARE NOT
INTERESTED PERSONS OF ANY PARTY TO THE NEW SUB-ADVISORY AGREEMENTS, RECOMMENDS
THE APPROVAL OF THE NEW SUB-ADVISORY AGREEMENTS AMONG THE TRUST, EISI, AND
ROBERTSON, STEPHENS.
ADDITIONAL INFORMATION
OUTSTANDING SHARES.
As of the Record Date, there were the following number of shares
outstanding for each Series of the Trust:
SERIES SHARES OUTSTANDING
------ ------------------
Advantage _______________
Growth & Income _______________
International Fixed Income _______________
Money Market _______________
Mortgage-Backed Securities _______________
OTC _______________
Research _______________
Total Return _______________
Value + Growth _______________
SHAREHOLDERS OF THE TRUST.
As of the Record Date, no persons are known to the Trust to be the
beneficial owner of more than 5% of the Shares of the Trust.
OFFICERS OF THE TRUST.
The principal executive officers of the Trust and their ages and
principal occupations for the past five years, unless otherwise noted, are set
forth below. The executive officers of the Trust are elected annually and
serve until their successors shall have been fully elected and qualified.
Paul R. Schlaack, age 50, serves as President and Principal Executive
Officer of the Trust and Chairman of the Board. Additionally, Mr. Schlaack
has served as President, Chief Executive Officer and Director of EISI since
1984.
Paul E. Larson, age 44, serves as Treasurer and Principal Financial
Officer of the Trust. Additionally, Mr. Larson has served as Executive Vice
President and Chief Financial Officer of Equitable of Iowa, Equitable American
Insurance Company ("Equitable American") (since January, 1993), Equitable
Life, Golden American (since August, 1996), and USG. Mr. Larson is a
director of EISI.
14
<PAGE>
John A. Merriman, age 55, serves as Secretary of the Trust.
Additionally, Mr. Merriman has served as Secretary and General Counsel of
Equitable American (since January, 1993), Equitable of Iowa, Equitable Life
and USG. Mr. Merriman is a director of EISI.
David A. Terwilliger, age 40, serves as Principal Accounting Officer of
the Trust. Additionally, Mr. Terwilliger has served as Vice President,
Treasurer and Controller of Equitable of Iowa, Equitable American (since
January, 1993), EISI, Equitable Life, Golden American (since August, 1996) and
USG.
ADJOURNMENT.
In the event that sufficient votes in favor of any of the proposals set
forth in the Notice of the Meeting are not received by the time scheduled for
the Meeting, the persons named as Proxies may propose one or more adjournments
of the Meeting after the date set for the original Meeting to permit further
solicitation of proxies with respect to any such proposals. In addition, if,
in the judgment of the persons named as Proxies, it is advisable to defer
action on one or more proposals, the persons named as Proxies may propose one
or more adjournments of the Meeting for a reasonable time. Any such
adjournments will require the affirmative vote of a majority of the votes cast
on the questions in person or by proxy at the session of the Meeting to be
adjourned. The persons named as Proxies will vote in favor of such
adjournment those Proxies which they are entitled to vote in favor of such
proposals. They will vote against any such adjournment those Proxies required
to be voted against any of such proposals. Any proposals for which
sufficient favorable votes have been received by the time of the Meeting will
be acted upon and such action will be final regardless of whether the Meeting
is adjourned to permit additional solicitation with respect to any other
proposal.
ANNUAL REPORT.
The Trust's 1996 Annual Report to Shareholders was mailed to shareholders
on or about February 28, 1997. IF YOU SHOULD DESIRE AN ADDITIONAL COPY OF AN
ANNUAL REPORT, IT CAN BE OBTAINED, WITHOUT CHARGE, FROM EQUITABLE LIFE BY
CALLING (800) 344-6864.
COSTS OF SOLICITATION.
The costs associated with the Meeting will be paid by Equitable of Iowa.
Neither the Trust nor its shareholders will bear any costs associated with the
Meeting, any additional proxy solicitation or any adjourned session.
OTHER BUSINESS AND SHAREHOLDER PROPOSALS.
The management of the Trust knows of no other business to be presented at
the Meeting other than the matters set forth in this Statement. If any other
business properly comes before the meeting, the persons designated as Proxies
will exercise their best judgment in deciding how to vote on such matters.
Pursuant to the applicable laws of the Commonwealth of Massachusetts, the
Declaration of Trust and the By-Laws of the Trust, the Trust need not hold
annual or regular shareholder meetings, although special meetings may be
called for a specific Series, or for the Trust as a whole, for purposes such
as electing or removing Trustees, changing fundamental policies or approving a
contract for sub-advisory services. Therefore, it is probable that no annual
meeting of shareholders will be held in 1998 or in subsequent years unless so
required by the 1940 Act or other applicable laws. For those years in which
annual shareholder meetings are held, proposals which shareholders of the
Trust intend to present for inclusion in the proxy materials with respect to
the annual meeting of shareholders must be received by the Trust within a
reasonable period of time before the solicitation is made.
15
<PAGE>
Please complete the enclosed voting instruction authorization and return
it promptly in the enclosed self-addressed postage-paid envelope. You may
revoke your proxy at any time prior to the meeting by written notice to the
Trust or by submitting an authorization card bearing a later date.
By the Order of the Board of Trustees
John A. Merriman,
Secretary
September 4, 1997
Des Moines, Iowa
16
<PAGE>
ATTACHMENT AND
EXHIBIT INDEX
ATTACHMENT ATTACHMENT DESCRIPTION
- ---------- ----------------------
A New Investment Advisory Agreement between the Equi-
Select Series Trust and Equitable Investment
Services, Inc.
B Other Information regarding Equitable Investment
Services, Inc.
EXHIBIT EXHIBIT DESCRIPTION
- ------- -------------------
A New Sub-Advisory Agreement among the Equi-Select
Series Trust, Equitable Investment Services, Inc.
and Credit Suisse Asset Management Limited.
B New Sub-Advisory Agreement among the Equi-Select
Series Trust, Equitable Investment Services, Inc.
and Massachusetts Financial Services Company.
C New Sub-Advisory Agreement among the Equi-Select
Series Trust, Equitable Investment Services, Inc.
and Robertson, Stephens & Company Investment
Management, L.P.
D Other information regarding Credit Suisse Asset
Management Limited.
E Other information regarding Massachusetts Financial
Services Company.
F Other information regarding Robertson, Stephens &
Company Investment Management, L.P.
17
<PAGE>
ATTACHMENT A
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, made as of the ___ day of ____________, 1997 between Equi-
Select Series Trust, an unincorporated business trust organized under the laws
of the Commonwealth of Massachusetts (the "Trust"), and Equitable Investment
Services, Inc., an Iowa corporation (the "Adviser").
W I T N E S S E T H :
WHEREAS, the Trust is engaged in business as an open-end management
investment company and is registered as such under the Investment Company Act
of 1940, as amended (the "Act"); and
WHEREAS, the Trust is authorized to issue separate series, each of which
offers a separate class of shares of common stock, each having its own
investment objective or objectives, policies and limitations; and
WHEREAS, the Trust currently offers shares in nine series, designated as
the Advantage Portfolio, OTC Portfolio, International Fixed Income Portfolio,
Money Market Portfolio, Mortgage-Backed Securities Portfolio, Research
Portfolio, Total Return Portfolio, Growth & Income Portfolio and Value +
Growth Portfolio ("Current Series"), and the Trust may offer shares of one or
more additional series in the future; and
WHEREAS, the Adviser is registered as an investment adviser under the
Investment Advisers Act of 1940; and
WHEREAS, the Trust desires to retain the Adviser to render investment
management and administrative services to the Trust with respect to each
Current Series as indicated on the signature page in the manner and on the
terms and conditions hereinafter set forth.
NOW, THEREFORE, the parties hereto agree as follows:
1. SERVICES OF THE ADVISER.
1.1 INVESTMENT MANAGEMENT SERVICES. The Adviser shall act as the
investment adviser to the Trust and, as such, shall (i) obtain and evaluate
such information relating to the economy, industries, business, securities
markets and securities as it may deem necessary or useful in discharging its
responsibilities hereunder, (ii) formulate a continuing program for the
investment of the assets of the Trust in a manner consistent with its
investment objectives, policies and restrictions, and (iii) determine from
time to time securities to be purchased, sold, retained or lent by the Trust,
and implement those decisions, including the selection of entities with or
through which such purchases, sales or loans are to be effected; provided,
that the Adviser will place orders pursuant to its investment determinations
either directly with the issuer or with a broker or dealer, and if with a
broker or dealer, (a) will attempt to obtain the best net price and most
favorable execution of its orders, and (b) may nevertheless in its discretion
purchase and sell portfolio securities from and to brokers and dealers who
provide the Adviser with research, analysis, advice and similar services and
pay such brokers and dealers in return a higher commission or spread than may
be charged by other brokers or dealers.
A-1
<PAGE>
The Trust hereby authorizes any entity or person associated with the
Adviser or any sub-adviser retained by the Adviser pursuant to Section 7 of
this Agreement, which is a member of a national securities exchange, to effect
any transaction on the exchange for the account of the Trust which is
permitted by Section 11(a) of the Securities Exchange Act of 1934 and Rule
11a2-2(T) thereunder, and the Trust hereby consents to the retention of
compensation for such transactions in accordance with Rule 11a2-2(T)(a)(iv).
The Adviser shall carry out its duties with respect to the Trust's
investments in accordance with applicable law and the investment objectives,
policies and restrictions set forth in the Trust's then-current Prospectus and
Statement of Additional Information, and subject to such further limitations
as the Trust may from time to time impose by written notice to the Adviser.
1.2 ADMINISTRATIVE SERVICES. The Adviser shall manage the Trust's
business and affairs and shall provide such services required for effective
administration of the Trust as are not provided by employees or other agents
engaged by the Trust; provided, that the Adviser shall not have any obligation
to provide under this Agreement any direct or indirect services to Trust
shareholders, any services related to the distribution of Trust shares, or any
other services which are the subject of a separate agreement or arrangement
between the Trust and the Adviser. Subject to the foregoing, in providing
administrative services hereunder, the Adviser shall:
1.2.1 OFFICE SPACE, EQUIPMENT AND FACILITIES. Furnish without cost to
the Trust, or pay the cost of, such office space, office equipment and office
facilities as are adequate for the Trust's needs.
1.2.2 PERSONNEL. Provide, without remuneration from or other cost to
the Trust, the services of individuals competent to perform all of the Trust's
executive, administrative and clerical functions which are not performed by
employees or other agents engaged by the Trust or by the Adviser acting in
some other capacity pursuant to a separate agreement or arrangement with the
Trust.
1.2.3 AGENTS. Assist the Trust in selecting and coordinating the
activities of the other agents engaged by the Trust, including the Trust's
shareholder servicing agent, custodian, independent auditors and legal
counsel.
1.2.4 TRUSTEES AND OFFICERS. Authorize and permit the Advisers,
directors, officers and employees who may be elected or appointed as Trustees
or officers of the Trust to serve in such capacities, without remuneration
from or other cost to the Trust.
1.2.5 BOOKS AND RECORDS. Assure that all financial, accounting and
other records required to be maintained and preserved by the Trust are
maintained and preserved by it or on its behalf in accordance with applicable
laws and regulations.
1.2.6 REPORTS AND FILINGS. Assist in the preparation of (but not pay
for) all periodic reports by the Trust to its shareholders and all reports and
filings required to maintain the registration and qualification of the Trust
and Trust shares, or to meet other regulatory or tax requirements applicable
to the Trust, under federal and state securities and tax laws.
A-2
<PAGE>
1.3 ADDITIONAL SERIES. In the event that the Trust from time to time
designates one or more series in addition to the Current Series ("Additional
Series"), it shall notify the Adviser in writing. If the Adviser is willing to
perform services hereunder to the Additional Series, it shall so notify the
Trust in writing. Thereupon, the Trust and the Adviser shall enter into an
Addendum to this Agreement for the Additional Series and the Additional Series
shall be subject to this Agreement.
2. EXPENSES OF THE TRUST.
2.1 EXPENSES TO BE PAID BY ADVISER. The Adviser shall pay all
salaries, expenses and fees of the officers, Trustees and employees of the
Trust who are officers, directors or employees of the Adviser.
In the event that the Adviser pays or assumes any expenses of the Trust
not required to be paid or assumed by the Adviser under this Agreement, the
Adviser shall not be obligated hereby to pay or assume the same or any similar
expense in the future; provided, that nothing herein contained shall be deemed
to relieve the Adviser of any obligation to the Trust under any separate
agreement or arrangement between the parties.
2.2 EXPENSES TO BE PAID BY THE TRUST. The Trust shall bear all
expenses of its operation, except those specifically allocated to the Adviser
under this Agreement or under any separate agreement between the Trust and the
Adviser. Subject to any separate agreement or arrangement between the Trust
and the Adviser, the expenses hereby allocated to the Trust, and not to the
Adviser, include, but are not limited to:
2.2.1 CUSTODY. All charges of depositories, custodians, and other
agents for the transfer, receipt, safekeeping, and servicing of its cash,
securities, and other property.
2.2.2 SHAREHOLDER SERVICING. All expenses of maintaining and servicing
shareholder accounts, including but not limited to the charges of any
shareholder servicing agent, dividend disbursing agent or other agent engaged
by the Trust to service shareholder accounts.
2.2.3 SHAREHOLDER REPORTS. All expenses of preparing, setting in type,
printing and distributing reports and other communications to shareholders.
2.2.4 PROSPECTUSES. All expenses of preparing, setting in type,
printing and mailing annual or more frequent revisions of the Trust's
Prospectus and Statement of Additional Information and any supplements thereto
and of supplying them to shareholders.
2.2.5 PRICING AND PORTFOLIO VALUATION. All expenses of computing the
Trust's net asset value per share, including any equipment or services
obtained for the purpose of pricing shares or valuing the Trust's investment
portfolio.
2.2.6 COMMUNICATIONS. All charges for equipment or services used for
communications between the Adviser or the Trust and any custodian, shareholder
servicing agent, portfolio accounting services agent, or other agent engaged
by the Trust.
2.2.7 LEGAL AND ACCOUNTING FEES. All charges for services and expenses
of the Trust's legal counsel and independent auditors.
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2.2.8 TRUSTEES' FEES AND EXPENSES. All compensation of Trustees other
than those affiliated with the Adviser, all expenses incurred in connection
with such unaffiliated Trustees' services as Trustees, and all other expenses
of meetings of the Trustees and committees of the Trustees.
2.2.9 SHAREHOLDER MEETINGS. All expenses incidental to holding meetings
of shareholders, including the printing of notices and proxy materials, and
proxy solicitation therefor.
2.2.10 FEDERAL REGISTRATION FEES. All fees and expenses of registering
and maintaining the registration of the Trust under the Act and the
registration of the Trust's shares under the Securities Act of 1933 (the "1933
Act"), including all fees and expenses incurred in connection with the
preparation, setting in type, printing, and filing of any Registration
Statement, Prospectus and Statement of Additional Information under the 1933
Act or the Act, and any amendments or supplements that may be made from time
to time.
2.2.11 STATE REGISTRATION FEES. All fees and expenses of qualifying and
maintaining the qualification of the Trust and of the Trust's shares for sale
under securities laws of various states or jurisdictions, and of registration
and qualification of the Trust under all other laws applicable to the Trust or
its business activities (including registering the Trust as a broker-dealer,
or any officer of the Trust or any person as agent or salesman of the Trust in
any state).
2.2.12 SHARE CERTIFICATES. All expenses of preparing and transmitting
the Trust's share certificates.
2.2.13 CONFIRMATIONS. All expenses incurred in connection with the issue
and transfer of Trust shares, including the expenses of confirming all share
transactions.
2.2.14 BONDING AND INSURANCE. All expenses of bond, liability, and other
insurance coverage required by law or regulation or deemed advisable by the
Trustees of the Trust, including, without limitation, such bond, liability and
other insurance expenses that may from time to time be allocated to the Trust
in a manner approved by its Trustees.
2.2.15 BROKERAGE COMMISSIONS. All brokers' commissions and other charges
incident to the purchase, sale or lending of the Trust's portfolio securities.
2.2.16 TAXES. All taxes or governmental fees payable by or with respect
to the Trust to federal, state or other governmental agencies, domestic or
foreign, including stamp or other transfer taxes.
2.2.17 TRADE ASSOCIATION FEES. All fees, dues and other expenses
incurred in connection with the Trust's membership in any trade association or
other investment organization.
2.2.18 NONRECURRING AND EXTRAORDINARY EXPENSES. Such nonrecurring and
extraordinary expenses as may arise including the costs of actions, suits, or
proceedings to which the Trust is a party and the expenses the Trust may incur
as a result of its legal obligation to provide indemnification to its
officers, Trustees and agents.
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3. ADVISORY FEE.
3.1 FEE. As compensation for all services rendered facilities
provided and expenses paid or assumed by the Adviser under this Agreement, the
Trust shall pay the Adviser on the last day of each month, or as promptly as
possible thereafter, a fee calculated at the annual rate of the average daily
net assets during such month of each series of the Trust as set forth below:
3.1.1 ADVANTAGE PORTFOLIO. 0.50% of the first $100 million of average
net assets and 0.35% of average net assets over and above $100 million.
3.1.2 OTC PORTFOLIO. 0.80% of the first $300 million of average net
assets and 0.55% of average net assets over and above $300 million.
3.1.3 INTERNATIONAL FIXED INCOME PORTFOLIO. 0.85% of the first $200
million of average net assets, 0.75% of next $300 million, 0.60% of average
net asset of next $500 million, 0.55% of average net assets of next $1 billion
and 0.40% of average net assets over and above $2 billion.
3.1.4 MONEY MARKET PORTFOLIO. 0.375% of the first $50 million of
average net assets and 0.35 % of average net assets over and above $50
million.
3.1.5 MORTGAGE-BACKED SECURITIES PORTFOLIO. 0.75% of the first $200
million of average net assets, 0.65% of average net assets of next $300
million, 0.55% of average net assets of next $500 million, 0.50% of average
net assets of next $1 billion and 0.40% of average net assets over and above
$2 billion.
3.1.6 RESEARCH PORTFOLIO. 0.80% of the first $300 million of average
net assets and 0.55% of average net assets over and above $300 million.
3.1.7 TOTAL RETURN PORTFOLIO. 0.80% of the first $300 million of
average net assets and 0.55% of average net assets over and above $300
million.
3.1.8 GROWTH & INCOME PORTFOLIO. 0.95% of the first $200 million
average net assets and 0.75% of average net assets over and above $200
million.
3.1.9 VALUE + GROWTH PORTFOLIO. 0.95% of the first $500 million average
net assets and 0.75% of average net assets over and above $500 million.
4. RECORDS.
4.1 TAX TREATMENT. The Adviser shall maintain the books and records
of the Trust in such a manner that treats each series as a separate entity for
federal income tax purposes.
4.2 OWNERSHIP. All records required to be maintained and preserved by
the Trust pursuant to the provisions or rules or regulations of the Securities
and Exchange Commission under Section 31(a) of the Act and maintained and
preserved by the Adviser on behalf of the Trust are the property of the Trust
and shall be surrendered by the Adviser promptly on request by the Trust;
provided, that the Adviser may at its own expense make and retain copies of
any such records.
5. REPORTS TO ADVISER.
The Trust shall furnish or otherwise make available to the Adviser such
copies of the Trust's Prospectus, Statement of Additional Information,
financial
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statements, proxy statements, reports, and other information relating to its
business and affairs as the Adviser may, at any time or from time to time,
reasonably require in order to discharge its obligations under this Agreement.
6. REPORTS TO THE TRUST.
The Adviser shall prepare and furnish to the Trust such reports,
statistical data and other information in such form and at such intervals as
the Trust may reasonably request.
7. RETENTION OF SUB-ADVISER.
Subject to the Trust's obtaining the initial and periodic approvals
required under Section 15 of the Act, the Adviser may retain one or more sub-
advisers, at the Adviser's own cost and expense, for the purpose of managing
the investments of the assets of one or more series of the Trust. Retention
of one or more sub-advisers shall in no way reduce the responsibilities or
obligations of the Adviser under this Agreement and the Adviser shall be
responsible to the Trust for all acts or omissions of any sub-adviser in
connection with the performance of the Adviser's duties hereunder.
8. SERVICES TO OTHER CLIENTS.
Nothing herein contained shall limit the freedom of the Adviser or any
affiliated person of the Adviser to render investment management and
administrative services to other investment companies, to act as investment
adviser or investment counselor to other persons, firms or corporations, or to
engage in other business activities.
9. LIMITATION OF LIABILITY OF ADVISER AND ITS PERSONNEL.
Neither the Adviser nor any director, officer or employee of the Adviser
performing services for the Trust at the direction or request of the Adviser
in connection with the Adviser's discharge of its obligations hereunder shall
be liable for any error of judgment or mistake of law or for any loss suffered
by the Trust in connection with any matter to which this Agreement relates,
and the Adviser shall not be responsible for any action of the Trustees of the
Trust in following or declining to follow any advice or recommendation of the
Adviser; PROVIDED, that nothing herein contained shall be construed (i) to
protect the Adviser against any liability to the Trust or its shareholders to
which the Adviser would otherwise be subject by reason of willful misfeasance,
bad faith, or gross negligence in the performance of the Adviser's duties, or
by reason of the Adviser's reckless disregard of its obligations and duties
under this Agreement, or (ii) to protect any director, officer or employee of
the Adviser who is or was a Trustee or officer of the Trust against any
liability of the Trust or its shareholders to which such person would
otherwise be subject by reason of willful misfeasance, bad faith, gross
negligence or reckless disregard of the duties involved in the conduct of such
person's office with the Trust.
10. NO PERSONAL LIABILITY OF TRUSTEES OR SHAREHOLDERS.
This Agreement is made by the Trust on behalf of its various Current
Series pursuant to authority granted by the Trustees, and the obligations
created hereby are not binding on any of the Trustees or shareholders of the
Trust individually, but bind only the property of each Current Series of the
Trust.
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11. EFFECT OF AGREEMENT.
Nothing herein contained shall be deemed to require the Trust to take any
action contrary to its Declaration of Trust or its By-Laws or any applicable
law, regulation or order to which it is subject or by which it is bound, or to
relieve or deprive the Trustees of the Trust of their responsibility for and
control of the conduct of the business and affairs of the Trust.
12. TERM OF AGREEMENT.
The term of this Agreement shall begin on the date first above written,
and unless sooner terminated as hereinafter provided, this Agreement shall
remain in effect for two (2) years from such date. Thereafter, this Agreement
shall continue in effect with respect to the Trust from year to year, subject
to the termination provisions and all other terms and conditions hereof;
PROVIDED, such continuance with respect to the Trust is approved at least
annually by vote of the holders of a majority of the outstanding voting
securities of the Trust or by the Trustees of the Trust; PROVIDED, that in
either event such continuance is also approved annually by the vote, cast in
person at a meeting called for the purpose of voting on such approval, of a
majority of the Trustees of the Trust who are not parties to this Agreement or
interested persons of either party hereto; and PROVIDED FURTHER that the
Adviser shall not have notified the Trust in writing at least sixty (60) days
prior to the end of the initial two (2) year period, or at least sixty (60)
days prior to the anniversary date of the execution of this Agreement of any
year thereafter that it does not desire such continuation. The Adviser shall
furnish to the Trust, promptly upon its request, such information as may
reasonably be necessary to evaluate the terms of this Agreement or any
extension, renewal or amendment thereof.
13. AMENDMENT OR ASSIGNMENT OF AGREEMENT.
Any amendment to this Agreement shall be in writing signed by the parties
hereto; PROVIDED, that no such amendment shall be effective unless authorized
on behalf of the Trust (i) by resolution of the Trust's Trustees, including
the vote or written consent of a majority of the Trust's Trustees who are not
parties to this Agreement or interested persons of either party hereto, and
(ii) by vote of a majority of the outstanding voting securities of the Trust.
This Agreement shall terminate automatically and immediately in the event of
its assignment.
14. TERMINATION OF AGREEMENT.
This Agreement may be terminated at any time by either party hereto,
without the payment of any penalty, upon sixty (60) days' prior written notice
to the other party; PROVIDED, that in the case of termination by the Trust,
such action shall have been authorized (i) by resolution of the Trust's Board
of Trustees, including the vote or written consent of Trustees of the Trust
who are not parties to this Agreement or interested persons of either party
hereto, or (ii) by vote of a majority of the outstanding voting securities of
the Trust.
15. INTERPRETATION AND DEFINITION OF TERMS.
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
Act shall be resolved by reference to such term or provision of the Act and to
interpretation 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 Securities and Exchange Commission validly issued pursuant to
the Act.
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Specifically, the terms "vote of a majority of the outstanding voting
securities," "interested persons," "assignment" and "affiliated person," as
used in this Agreement shall have the meanings assigned to them by Section
2(a) of the Act. In addition, when the effect of a requirement of the Act
reflected in any provision of this Agreement is modified, interpreted or
relaxed by a rule, regulation or order of the Securities and Exchange
Commission, whether of special or of general application, such provision shall
be deemed to incorporate the effect of such rule, regulation or order.
16. CAPTIONS.
The captions in this Agreement are included for convenience of reference
only and in no way define or delineate any of the provisions hereof or
otherwise affect their construction or effect.
17. EXECUTION IN COUNTERPARTS.
This Agreement may be executed simultaneously in counterparts, each of
which shall be deemed an original, but all of which together shall constitute
one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officers thereunto duly authorized and their
respective seals to be hereunto affixed, as of the date and year first above
written.
EQUI-SELECT SERIES TRUST for its Advantage Portfolio, OTC Portfolio,
International Fixed Income Portfolio, Money Market Portfolio, Mortgage-Backed
Securities Portfolio, Research Portfolio, Total Return Portfolio, Growth &
Income Portfolio and Value + Growth Portfolio
Attest:
___________________________ By:/s/______________________________________
Secretary Paul R. Schlaack, President
EQUITABLE INVESTMENT SERVICES, INC.
Attest:
___________________________ By:/s/______________________________________
Secretary Paul R. Schlaack, President
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<PAGE>
ATTACHMENT B
OTHER INFORMATION ABOUT
EQUITABLE INVESTMENT SERVICES, INC.
The directors and principal executive officer of Equitable Investment
Services, Inc. and their principal occupations are as shown below. Unless
otherwise indicated the business address of each such person is 909 Locust
Street, Des Moines, Iowa 50309.
NAME AND POSITION
WITH PORTFOLIO MANAGER PRINCIPAL OCCUPATION
- ---------------------- --------------------
Lawrence V. Durland, Jr. Senior Vice President of Equitable of Iowa
Companies
Director. and affiliates
Frederick S. Hubbell Chairman, President and Chief Executive Officer of
Director and Chairman of Equitable of Iowa Companies, Equitable Life
the Board of Directors Insurance Company of Iowa and USG Annuity & Life
Company and Chairman of Golden American Life
Insurance Company.
Terry Kendall President and Chief Executive Officer of Golden
Director American Life Insurance Company; Chairman,
President
1001 Jefferson Street, and Chief Executive Officer of First Golden
American
Suite 400 Life Insurance Company of New York; Executive Vice
Wilmington, DE 19801 President Equitable Life Insurance Company of Iowa
and USG Annuity & Life Company.
Paul E. Larson Executive Vice President, Chief Financial Officer
of
Director Equitable of Iowa Companies and affiliates.
Thomas L. May Senior Vice President of Equitable Life Insurance
Director Company of Iowa and USG Annuity & Life Company.
John A. Merriman Secretary and General Counsel of Equitable of Iowa
Director Companies.
Beth B. Neppl Vice President--Human Resources of Equitable of
Iowa
Director Companies and affiliates.
Paul R. Schlaack President and Chief Executive Officer of Equitable
President, Chief Executive Investment Services, Inc.
Officer and Director
Jerome L. Sychowski Senior Vice President and Chief Information Officer
Director of Equitable of Iowa Companies and affiliates.
Equitable Investment Services also acts as investment adviser to the
Limited Maturity Bond Series of The GCG Trust which has investment objectives
and policies similar to those of the Advantage Series. Equitable Investment
Services, Inc. also acts as investment adviser to the Liquid Asset Series of
The GCG Trust which has investment objectives and policies similar to those
of the
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Money Market Series. The following table sets forth the name of each such
investment company, its approximate net assets as of December 31, 1996, and
the annual advisory fee charged by Equitable Investment Services, Inc. (as a
percentage of average daily net assets).
NAME OF INVESTMENT COMPANY NET ASSETS ADVISORY FEE
- -------------------------- ---------- ------------
The GCG Trust
Limited Maturity Bond Series $____ Million .30% of first $25
million;
.25% of next $50 million;
.20% of the next $75 million ;
.15% of amount over $150 million
(subject to minimum annual fee of
$35,000);
Liquid Asset Series $____ Million .20% of first $25 million;
.15% of next $50 million;
.10% of amount over $75 million
(subject to minimum annual fee of
$35,000)
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EXHIBIT A
SUB-ADVISORY AGREEMENT
This Sub-Advisory Agreement is made and entered into on this ___ day of
__________, 1997, by and among Credit Suisse Asset Management Limited, a
company incorporated in England (the "Sub-Adviser"), Equitable Investment
Services, Inc., an Iowa corporation (the "Adviser"), and Equi-Select Series
Trust, a Massachusetts business trust (the "Trust").
WITNESSETH:
WHEREAS, the Adviser is engaged pursuant to an Investment Advisory
Agreement (the "Advisory Agreement") with the Trust in the investment of the
Trust's assets in accordance with the Trust's Prospectus and Statement of
Additional Information (collectively the "Prospectus"); and
WHEREAS, pursuant to the Advisory Agreement the Adviser may delegate its
responsibilities for the management of the investment of the assets of one or
more portfolios of the Trust to one or more sub-advisers; and
WHEREAS, Adviser desires to so delegate responsibility for management of
the investments of one or more portfolios to Sub-Adviser, and Sub-Adviser
agrees to manage the investment of one or more portfolios in accordance with
this Sub-Advisory Agreement and the Prospectus;
NOW, THEREFORE, in consideration of the premises and mutual promises
hereinafter set forth, the parties hereto agree as follows:
1. The Adviser hereby appoints Sub-Adviser to act as the investment advisor
to Adviser with respect to one or more portfolios as identified in "Schedule
A", which is attached hereto and by this reference is incorporated herein,
(singly or collectively the "Portfolio"). Sub-Adviser hereby accepts such
appointment and agrees to render the services herein set forth, for the
compensation set forth on Schedule B, which is attached hereto and by this
reference is incorporated herein. Adviser represents to Sub-Adviser that it
is authorized pursuant to the Advisory Agreement to delegate to the Sub-
Adviser all of the services to be performed by the Sub-Adviser pursuant
hereto.
2. Subject to the supervision of the Trustees of the Trust and the Adviser,
Sub-Adviser will manage the securities and investments (including cash) of the
Portfolio, including the purchase, retention and disposition thereof, and the
execution of agreements relating thereto in accordance with the Portfolio's
investment objectives, policies and restrictions as those are stated in the
Prospectus and further subject to the following understandings:
(a) The Sub-Adviser shall furnish a continuous investment program for
the Portfolio and in so doing shall determine from time to time what
investments or securities will be purchased, retained or sold by the
Portfolio, and what portion of the assets will be invested or held uninvested
as cash;
(b) The Sub-Adviser in the performance of its duties and obligations
under this Agreement shall act in conformity with the Declaration of Trust,
Bylaws and the Prospectus of the Trust, and with the instructions and
directions of the Trustees of the Trust and, to the extent consistent
therewith and herewith, of the Adviser, and will conform to and comply with
the requirements of the Investment Company Act of 1940 (the "1940 Act"), and
all other applicable federal and state laws and regulations;
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(c) The Sub-Adviser shall determine the securities to be purchased or
sold by the Portfolio and, as agent for the Portfolio, will effect
transactions pursuant to its determinations either directly with the issuer or
with any broker and/or dealer in such securities. The Sub-Adviser shall also
determine whether or not the Portfolio shall enter into repurchase or reverse
repurchase agreements or engage in any other investment transactions or
techniques that are consistent with subsection (b) above;
(d) The Sub-Adviser shall maintain all books and records with respect to
the securities transactions of the Portfolio and shall render to the Adviser
or Adviser's designees, such periodic and special reports as the Adviser may
reasonably request;
(e) The Sub-Adviser shall, to the extent the information is within its
control, provide or cause to be provided to the Trust's Custodian all
requested information relating to all transactions concerning the assets of
the Portfolio (other than share transactions of the Portfolio);
(f) The investment advisory services of Sub-Adviser to the Portfolio
under this Sub-Advisory Agreement are not to be deemed exclusive, and the Sub-
Adviser shall be free to render similar service to others;
(g) The Sub-Adviser is authorized, subject to the supervision of the
Adviser and the Trustees of the Trust, to place orders for the purchase and
sale of the Portfolio's investments with or through such persons, brokers or
dealers, including the Sub-Adviser or affiliates thereof, and to negotiate
commissions to be paid on such transactions in accordance with the Portfolio's
policy with respect to brokerage as set forth in the Prospectus. The Sub-
Adviser may, on behalf of the Portfolio, pay brokerage commissions to a broker
which provides brokerage and research services to the Sub-Adviser in excess of
the amount another broker would have charged for effecting the transaction,
provided the Sub-Adviser determines in good faith that the amount is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker in terms of the particular transaction or in
terms of the Sub-Adviser's overall responsibilities with respect to the
Portfolio and the accounts as to which the Sub-Adviser exercises investment
discretion. It is recognized that the services provided by such brokers may
be useful to the Sub-Adviser in connection with the Sub-Adviser's service to
other clients. On occasions when Sub-Adviser deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other
customers, the Sub-Adviser may, to the extent permitted by applicable laws and
regulations, but shall not be obligated to, aggregate the securities to be so
sold or purchased in order to obtain the best execution and lower brokerage
commissions, if any. In such event, allocation of the securities so purchased
or sold, as well as the expenses incurred in the transaction, will be made by
Sub-Adviser in the manner it considers to be the most equitable and consistent
with its fiduciary obligations to the Portfolio and, if applicable, to such
other customers. The Trust and the Adviser acknowledge that in order to
comply with Federal Securities laws and related regulatory requirements, there
may be periods when the Sub-Adviser will not be permitted to initiate or
recommend certain types of transactions in the securities of issuers for which
affiliates of the Sub-Adviser are performing investment banking services, and
neither the Trust nor the Adviser will be advised of that fact. For example,
during certain periods when affiliates of the Sub-Adviser are engaged in an
underwriting or other distribution of a company's securities, the Sub-Adviser
may be prohibited from purchasing or recommending the purchase of certain
securities of that company for its clients. Similarly, the Sub-Adviser may on
occasion be prohibited from selling or recommending the sale of securities of
a company for which affiliates are providing investment banking services.
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(h) The Sub-Adviser shall provide marketing support to the Adviser in
connection with the sale of Trust shares and/or Equitable Life Insurance
Company of Iowa variable insurance contracts, as reasonably requested by the
Adviser. Such support shall include, but not necessarily be limited to,
presentations by representatives of the Sub-Adviser at investment seminars,
conferences and other industry meetings. Any materials utilized by the
Adviser which contain any information relating to the Sub-Adviser shall be
submitted to the Sub-Adviser for approval prior to use, not less than five (5)
business days before such approval is needed by the Adviser. Any materials
utilized by the Sub-Adviser which contain any information relating to the
Adviser, Equitable Life Insurance Company of Iowa (including any information
relating to its separate accounts or variable annuity contracts) or the Trust
shall be submitted to the Adviser for approval prior to use, not less than
five (5) business days before such approval is needed by the Sub-Adviser,
which approval shall not be unreasonably withheld.
(i) The Trust represents that it has delivered true and correct copies
to the Sub-Adviser of, and agrees to promptly notify and deliver to the Sub-
Adviser all future amendments and supplements to, the Prospectus, the Trust's
Declaration of Trust, the Trust's Bylaws, resolutions or other instructions of
the Trustees relevant to the Sub-Adviser's performance of its duties under
this Agreement, the Advisory Agreement and the Trust's Registration Statement
on Form N-1A.
2. The Sub-Adviser agrees that all records which it maintains for the
Portfolio pursuant to 2(d) are the property of the Trust and will promptly
surrender any of such records to Adviser upon the Trustees' or Adviser's
request. The Sub-Adviser shall preserve for periods prescribed by Rule 31a-2
of the 1940 Act any such records as are required to be maintained by the Sub-
Adviser with respect to the Portfolio by Rule 31a-1 of the 1940 Act.
3. For performance of the services hereunder with respect to the Portfolios,
the Adviser shall pay the Sub-Adviser pursuant to the Fee Schedule contained
in Schedule B. The fee prescribed in Schedule B shall be calculated daily and
payable monthly in arrears at an annual rate per Schedule B of the Portfolio's
average daily net assets.
4. The Sub-Adviser shall not be liable for any error of judgment or mistake
of law or for any loss suffered by the Trust, Portfolio or the Adviser in
connection with the matters to which this Sub-Advisory Agreement relates,
except for a loss resulting from willful misfeasance, bad faith or gross
negligence on its part in the performance of its duties or from reckless
disregard by it of its obligations and duties under this Sub-Advisory
Agreement.
5. The term of this Sub-Advisory Agreement shall begin on the date first
above written, and unless sooner terminated as hereinafter provided, this Sub-
Advisory Agreement shall remain in effect for two (2) years from such date.
Thereafter, this Sub-Advisory Agreement shall continue in effect with respect
to the Portfolios from year to year, subject to the termination provisions and
all other terms and conditions hereof; PROVIDED, such continuance with respect
to the Portfolios is approved at least annually by vote of the holders of a
majority of the outstanding voting securities of the Portfolio or by the
Trustees of the Trust; PROVIDED, that in either event such continuance is also
approved annually by the vote, cast in person at a meeting called for the
purpose of vot-ing on such approval, of a majority of the Trustees of the
Trust who are not parties to this SubAdvisory Agreement or interested persons
of any party hereto; and PROVIDED FURTHER that the Sub-Adviser shall not have
notified the Trust in writing at least sixty (60) days prior to the end of the
initial two (2) year period, or at least sixty (60) days prior to the
anniversary date of the
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execution of this Sub-Advisory Agreement of any year thereafter that it does
not desire such continuation. The Sub-Adviser shall furnish to the Trust,
promptly upon its request, such information as may reasonably be necessary to
evaluate the terms of this Sub-Advisory Agreement or any extension, renewal or
amendment thereof. This Sub-Advisory Agreement may be terminated at any time
by any party hereto, without the payment of any penalty, upon sixty (60) days'
prior written notice to the other parties; PROVIDED, that in the case of
termination by the Trust, such action shall have been authorized (i) by
resolution of the Trust's Board of Trustees, including the vote or written
consent of Trustees of the Trust who are not parties to this Sub-Advisory
Agreement or interested persons of any party hereto, or (ii) by vote of a
majority of the outstanding voting securities of the Portfolio. This
Agreement shall automatically terminate in the event of its "assignment" (as
defined in the 1940 Act).
6. The Sub-Adviser shall for all purposes herein be deemed to be an
independent contractor and shall not, unless otherwise expressly provided
herein or authorized by the Trustees of the Trust from time to time, have any
authority to act for or represent the Portfolio or Trust in any way or
otherwise be deemed to be an agent of the Portfolio or the Trust.
7. This Sub-Advisory Agreement is entered into by the Trust pursuant to
authority granted by the Trustees, and the obligations created hereby are not
binding on any of the Trustees or shareholders of the Trust individually, but
bind only the property of the Trust and the Portfolios.
8. This Sub-Advisory Agreement may be amended only in accordance with the
1940 Act.
9. Any notice that is required to be given by the parties to each other
under the terms of this Sub-Advisory Agreement shall be in writing, delivered,
or mailed postpaid to the other party, or transmitted by facsimile with
acknowledgment of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:
(a) If to the Sub-Adviser:
Credit Suisse Asset Management Limited
Beaufort House
London, England
Attention: Mark J. Morris
(b) If to the Manager:
Equitable Investment Services, Inc.
909 Locust Street
Des Moines, Iowa 50309
Attention: Paul R. Schlaack
Facsimile: (515) 698-7538
(c) If to the Trust:
Equi-Select Series Trust
909 Locust Street
Des Moines, Iowa 50309
Attention: Paul R. Schlaack
Facsimile: (515) 698-7538
A-4
<PAGE>
10. This Sub-Advisory Agreement shall be governed and construed in accordance
with the laws of The Commonwealth of Massachusetts.
11. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original.
12. Under the rules of the Investment Management Regulatory Organization
("IMRO"), clients must be placed in specific categories which are dictated by
different considerations including the nature and financial description of the
client, the experience of the client in certain investments and other factors.
On the basis of the information which the Adviser has given, it is a Non-
Private Customer in relation to the services to be provided in accordance with
this Agreement.
13. The Sub-Adviser understands that the Adviser does not require transaction
confirmation notes from Sub-Adviser. The information which would have been
contained in the Adviser's confirmation notes will be included in the periodic
statements specified below. The Sub-Adviser will deliver or send to the
Adviser on a monthly basis and after the date of termination, a statement of
the contents and value of the Investment Portfolio and an assessment of its
performance.
Each statement will include:
a) the number of units of each asset comprising the Portfolio, the aggregate
of the initial value of each and the aggregate of their value at the time the
statement is made up; and
b) the basis on which such values have been calculated with a note of any
change in such basis from that used in the immediately preceding statement.
This basis shall be:
i) taken from mid-market price indications from a representative sample
of market makers, or
ii) where, in the opinion of the Sub-Adviser, the investment concerned
is not readily realizable then it shall be taken at such fair valuation as may
be determined on each occasion by the Sub-Adviser.
14. The Sub-Adviser may undertake transactions in options, future, or
contracts for differences ("Relevant Transactions") in accordance with the
Prospectus. The markets on which Relevant Transactions are executed can be
highly volatile. Such investments carry a high risk of loss and, in the case
of futures, contracts for differences and the grant of options, a relatively
small adverse market movement may result not only in the loss of the original
investment but also in unquantifiable further loss exceeding any margin
deposited. The Sub-Adviser may pay margin, or (subject to the rules of the
exchange concerned) deposit investments by way of margin or collateral, on any
Relevant Transaction out of the funds or investments in the Portfolio. The
Sub-Adviser may enter into Relevant Transactions under which the Trust may be
required to pay amounts, or deposit investments, in respect of margin or
collateral in excess of (as the case may be) the funds or the investments held
in the Portfolio. Subject to the limits specified in the Prospectus, the Sub-
Adviser may borrow on the Trust's behalf in order to meet any calls for margin
or collateral and the Sub-Adviser and the Trust acknowledge that the amounts
which may be so committed are unquantifiable, due to the nature of the
commitments. In connection with Relevant Transactions, the Sub-Adviser may,
without reference to the Adviser,
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<PAGE>
make contractual or other arrangements to settle or close out outstanding
obligations in circumstances required by any exchange or intermediate broker
with or through which the Sub-Adviser effects such transactions.
15. The Sub-Adviser, the Adviser and the Trust may record telephone
conversations with each other. Any recordings made by the Sub-Adviser shall
be the property of the Sub-Adviser.
16. The Sub-Adviser has in operation a written procedure in accordance with
the rules of IMRO for the effective consideration and proper handling of
complaints from clients. Any complaint by the Adviser and/or the Trust
hereunder should be sent in writing to the Compliance Officer of the Sub-
Adviser at the address specified in Section 10. The Adviser and/or the Trust
are also entitled to make any complaint about the Sub-Adviser to IMRO.
IN WITNESS WHEREOF, the parties hereto have caused this Sub-Advisory
Agreement to be executed by their respective officers designated below as of
the day and year first above written.
ADVISER: TRUST:
EQUITABLE INVESTMENT EQUI-SELECT SERIES TRUST
SERVICES, INC.
By:__________________________ By:__________________________
Its President Its Trustee
SUB-ADVISER:
CREDIT SUISSE ASSET
MANAGEMENT LIMITED
By:__________________________
Its____________________
A-6
<PAGE>
SCHEDULE A
PORTFOLIO LISTING
INTERNATIONAL FIXED INCOME PORTFOLIO
A-7
<PAGE>
SCHEDULE B
FEE SCHEDULE
International Fixed Income Portfolio .45% of first $200 million
.40% of next $300 million
.30% of next $500 million
.25% of next $1 billion
.10% of average net assets over and above
$2 billion
A-8
<PAGE>
EXHIBIT B
SUB-ADVISORY AGREEMENT
This Sub-Advisory Agreement is made and entered into on this ___ day of
__________, 1997, by and among Massachusetts Financial Services Company, a
Delaware corporation (the "Sub-Adviser"), Equitable Investment Services, Inc.,
an Iowa corporation (the "Adviser"), and Equi-Select Series Trust, a
Massachusetts business trust (the "Trust").
WITNESSETH:
WHEREAS, the Adviser is engaged in the investment of the Trust's assets
in accordance with the Trust's current Prospectus and Statement of Additional
Information (collectively the "Prospectus"); and
WHEREAS, the Adviser and the Trust have entered into an Investment
Advisory Agreement dated ________________________, 1997 ("Investment Advisory
Agreement"); and
WHEREAS, under the terms of the Investment Advisory Agreement, the
Adviser may delegate its responsibilities for the management of the investment
of the assets of one or more portfolios of the Trust to one or more sub-
advisers; and
WHEREAS, Adviser desires to so delegate responsibility for management of
the investments of one or more portfolios to Sub-Adviser, and Sub-Adviser
agrees to manage the investment of one or more portfolios in accordance with
this Sub-Advisory Agreement and the Prospectus;
NOW, THEREFORE, in consideration of the premises and mutual promises
hereinafter set forth, the parties hereto agree as follows:
17. The Adviser hereby appoints Sub-Adviser to act as the investment advisor
with respect to one or more portfolios as identified in "Exhibit A", which is
attached hereto and by this reference is incorporated herein (singly or
collectively the "Portfolio"). Sub-Adviser hereby accepts such appointment
and agrees to render the services herein set forth, for the compensation
herein provided.
18. Subject to the supervision of the Trustees of Trust and the Adviser, Sub-
Adviser will manage the securities and investments (including cash) of the
Portfolio, including the purchase, retention and disposition thereof, and the
execution of agreements relating thereto in accordance with the Portfolio's
and Trust's investment objectives, policies and restrictions as those are
stated in the Prospectus and further subject to the following understandings:
(a) The Sub-Adviser shall furnish a continuous investment program for
the Portfolio and in so doing shall determine from time to time what
investments or securities will be purchased, retained or sold by the
Portfolio, and what portion of the assets will be invested or held uninvested
as cash;
(b) The Sub-Adviser in the performance of its duties and obligations
under this Agreement shall act in conformity with the terms of the Declaration
of Trust, Bylaws and the Prospectus of the Trust, and any amendments thereto,
each of which shall be promptly furnished to the Sub-Adviser by the Trust, and
with the instructions and directions of the Trustees of the Trust and the
Board of Directors and officers of the Adviser, and will conform to and comply
with the requirements of the Investment Company Act of 1940 (the "1940 Act"),
and all other applicable federal and state laws and regulations;
B-1
<PAGE>
(c) The Sub-Adviser shall determine the securities to be purchased or
sold by the Portfolio and, as agent for the Portfolio, will effect
transactions pursuant to its determinations either directly with the issuer or
with any broker and/or dealer in such securities;
(d) The Sub-Adviser shall maintain books and records with respect to the
securities transactions of the Portfolio and shall render to the Adviser or
Adviser's designees, such periodic and special reports as the Adviser may
reasonably request;
(e) The Sub-Adviser shall provide the Trust's Custodian with all
requested information relating to all transactions concerning the assets of
the Portfolio; and
(f) The investment advisory services of Sub-Adviser to the Portfolio
under this Sub-Advisory Agreement are not to be deemed exclusive, and the Sub-
Adviser shall be free to render similar service to others so long as the
services required hereunder are not impaired thereby.
(g) The Sub-Adviser shall provide such additional services to the
Adviser in connection with the sale of Trust shares and/or Equitable Life
Insurance Company of Iowa variable insurance contracts, as reasonably
requested by the Adviser. Such services shall include, but not necessarily be
limited to, presentations by representatives of the Sub-Adviser at investment
seminars, conferences and other industry meetings. No parties to the
Agreement will use any materials describing any other party without the prior
written approval of the party being described. Any materials utilized by the
Adviser which contain any information relating to the Sub-Adviser and/or its
affiliates shall be submitted to the Sub-Adviser for written approval prior to
use, not less than five (5) business days before such approval is requested by
the Adviser. Any materials utilized by the Sub-Adviser which contain any
information relating to the Adviser, Equitable Life Insurance Company of Iowa
(including any information relating to its separate accounts or variable
insurance contracts) or the Trust shall be submitted to the Adviser for
written approval prior to use, not less than five (5) business days before
such approval is requested by the Sub-Adviser.
(h) The Sub-Adviser is authorized, subject to the supervision of the
Adviser and the Trustees of the Trust, to place orders for the purchase and
sale of the Portfolio's Investments with or through such persons, brokers or
dealers, including the Sub-Adviser or affiliates thereof, and to negotiate
commissions to be paid on such transactions in accordance with the Portfolio's
policy with respect to brokerage as set forth in the Prospectus. The Sub-
Adviser may, on behalf of the Portfolio, pay brokerage commissions to a broker
which provides brokerage and research services to the Sub-Adviser in excess of
the amount another broker would have charged for effecting the transaction,
provided (i) the Sub-Adviser determines in good faith that the amount is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker in terms of the particular transaction or in
terms of the Sub-Adviser's overall responsibilities with respect to the
Portfolio and the accounts as to which the Sub-Adviser exercises investment
discretion, (ii) such payment is made in compliance with Section 28(e) of the
Securities Exchange Act of 1934, as amended, and any other applicable laws and
regulations, and (iii) in the opinion of the Sub-Adviser, the total
commissions paid by the Portfolio will be reasonable in relation to the
benefits to the Portfolio over the long term. It is recognized that the
services provided by such brokers may be useful to the Sub-Adviser in
connection with the Sub-Adviser's service to other clients. On occasions
when
B-2
<PAGE>
the Sub-Adviser deems the purchase or sale of a security to be in the best
interests of the Portfolio as well as other clients of the Sub-Adviser, the
Sub-Adviser, to the extent permitted by applicable laws and regulations, may,
but shall be under no obligation to, aggregate the securities to be sold or
purchased in order to obtain the most favorable price or lower brokerage
commissions and efficient execution. In such event, allocation of securities
so sold or purchased, as well as the expenses incurred in the transaction,
will be made by the Sub-Adviser in the manner the Sub-Adviser considers to be
the most equitable and consistent with its fiduciary obligations to the
Portfolio and to such other clients;
19. The Sub-Adviser agrees that all records which it maintains for the
Portfolio pursuant to Paragraph 2(d) are the property of the Trust and will
promptly surrender any of such records to Adviser upon the Trustees' or
Adviser's request. The Sub-Adviser shall preserve for periods prescribed by
Rule 31a-2 of the 1940 Act any such records as are required to be maintained
by the Sub-Adviser with respect to the Portfolio by Rule 31a-1 of the 1940
Act.
20. The Adviser shall pay the Sub-Adviser pursuant to the Fee Schedule
contained in "Exhibit B", which is attached hereto and by this reference is
incorporated herein. The fee prescribed in Exhibit C shall be calculated
daily and payable monthly in arrears at an annual rate per Exhibit C of the
Portfolio's average daily net assets.
21. The Sub-Adviser shall 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 Sub-Advisory Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Sub-Advisory Agreement.
22. The term of this Sub-Advisory Agreement shall begin on the date first
above written, and unless sooner terminated as hereinafter provided, this Sub-
Advisory Agreement shall remain in effect for two (2) years from such date.
Thereafter, this Sub-Advisory Agreement shall continue in effect with respect
to the Portfolios from year to year, subject to the termination provisions and
all other terms and conditions hereof; PROVIDED, such continuance with respect
to the Portfolios is approved at least annually by vote of the holders of a
majority of the outstanding voting securities of the Portfolio or by the
Trustees of the Trust; PROVIDED, that in either event such continuance is also
approved annually by the vote, cast in person at a meeting called for the
purpose of voting on such approval, of a majority of the Trustees of the Trust
who are not parties to this Sub-Advisory Agreement or interested persons of
any party hereto; and PROVIDED FURTHER that the Sub-Adviser shall not have
notified the Trust in writing at least sixty (60) days prior to the end of the
initial two (2) year period, or at least sixty (60) days prior to the
anniversary date of the execution of this Sub-Advisory Agreement of any year
thereafter that it does not desire such continuation. The Sub-Adviser shall
furnish to the Trust, promptly upon its request, such information as may
reasonably be necessary to evaluate the terms of this Sub-Advisory Agreement
or any extension, renewal or amendment thereof. This Sub-Advisory Agreement
may be terminated at any time by any party hereto, without the payment of any
penalty, upon sixty (60) days' prior written notice to the other parties;
PROVIDED, that in the case of termination by the Trust, such action shall have
been authorized (i) by resolution of the Trust's Board of Trustees, including
the vote or written consent of Trustees of the Trust
B-3
<PAGE>
who are not parties to this Sub-Advisory Agreement or interested persons of
any party hereto, or (ii) by vote of a majority of the outstanding voting
securities of the Portfolio. This Agreement shall automatically terminate in
the event of its "assignment" (as defined in the 1940 Act).
23. The Sub-Adviser shall for all purposes herein be deemed to be an
independent contractor and shall not, unless otherwise expressly provided
herein or authorized by the Trustees of Trust from time to time, have any
authority to act for or represent the Portfolio or Trust in any way or
otherwise be deemed to be an agent of the Portfolio or the Trust.
24. This Sub-Advisory Agreement is entered into by the Trust on behalf of one
or more Portfolios identified in Exhibit B pursuant to authority granted by
the Trustees, and the obligations created hereby are not binding on any of the
Trustees or shareholders of the Trust individually, but bind only the property
of such Portfolios of the Trust.
25. This Sub-Advisory Agreement may be amended only in accordance with the
1940 Act.
26. Any notice that is required to be given by the parties to each other
under the terms of this Sub-Advisory Agreement shall be in writing, delivered,
or mailed postpaid to the other party, or transmitted by facsimile with
acknowledgement of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:
(a) If to the Sub-Adviser:
Massachusetts Financial Services Company
500 Boylston Street
Boston, MA 02116
Attention: Stephen E. Cavan
Facsimile: (617) 954-6624
(b) If to the Manager:
Equitable Investment Services, Inc.
909 Locust Street
Des Moines, IA 50309
Attention: Paul R. Schlaack
Facsimile: (515) 698-7538
(c) If to the Trust:
Equi-Select Series Trust
909 Locust Street
Des Moines, IA 50309
Attention: Paul R. Schlaack
Facsimile: (515) 698-7538
27. This Sub-Advisory Agreement shall be governed and construed in accordance
with the laws of The Commonwealth of Massachusetts.
28. This Agreement may be executed in one or more counterparts, each of which
shall be deemed an original.
B-4
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Sub-Advisory
Agreement to be executed by their respective officers designated below as of
the day and year first above written.
ADVISER: TRUST:
EQUITABLE INVESTMENT EQUI-SELECT SERIES TRUST
SERVICES, INC.
By:_______________________________ By:______________________________
Its President Its Trustee
SUB-ADVISER:
MASSACHUSETTS FINANCIAL
SERVICES COMPANY
By:_______________________________
Its____________________
B-5
<PAGE>
SUB-ADVISORY AGREEMENT
EXHIBIT A
PORTFOLIO LISTING
OTC PORTFOLIO
RESEARCH PORTFOLIO
TOTAL RETURN PORTFOLIO
B-6
<PAGE>
SUB-ADVISORY AGREEMENT
EXHIBIT B
FEE SCHEDULE
OTC Portfolio .40% of first $300 million
.25% of average net assets over and above $300
million
Research Portfolio .40% of first $300 million
.25% of average net assets over and above $300
million
Total Return Portfolio .40% of first $300 million
.25% of average net assets over and above $300
million
B-7
<PAGE>
EXHIBIT C
<PAGE>
SUB-ADVISORY AGREEMENT
This Sub-Advisory Agreement is made and entered into on this ___ day of
______________, 1997, by and among Robertson, Stephens & Company Investment
Management, L.P., a California limited partnership (the "Sub-Adviser"),
Equitable Investment Services, Inc., an Iowa corporation (the "Adviser"), and
Equi-Select Series Trust, a Massachusetts business trust (the "Trust").
WITNESSETH:
WHEREAS, the Adviser is engaged in the investment of the Trust's assets
in accordance with the Trust's current Prospectus and Statement of Additional
Information (collectively the "Prospectus"); and
WHEREAS, the Adviser and the Trust have entered into an Investment
Advisory Agreement dated ______________, 1997 ("Investment Advisory
Agreement"); and
WHEREAS, under the terms of the Investment Advisory Agreement, the
Adviser may delegate its responsibilities for the management of the investment
of the assets of one or more portfolios of the Trust to one or more sub-
advisers; and
WHEREAS, Adviser desires to so delegate responsibility for management of
the investments of one or more portfolios to Sub-Adviser, and Sub-Adviser
agrees to manage the investment of one or more portfolios in accordance with
this Sub-Advisory Agreement and the Prospectus;
NOW, THEREFORE, in consideration of the premises and mutual promises
hereinafter set forth, the parties hereto agree as follows:
I. The Adviser hereby appoints Sub-Adviser to act as the investment advisor
with respect to one or more portfolios as identified in "Exhibit A", which is
attached hereto and by this reference is incorporated herein (singly or
collectively the "Portfolio"). Sub-Adviser hereby accepts such appointment
and agrees to render the services herein set forth, for the compensation
herein provided.
II. Subject to the supervision of the Trustees of Trust and the Adviser, Sub-
Adviser will manage the securities and investments (including cash) of the
Portfolio, including the purchase, retention and disposition thereof, and the
execution of agreements relating thereto in accordance with the Portfolio's
and Trust's investment objectives, policies and restrictions as those are
stated in the Prospectus and further subject to the following understandings:
(a) The Sub-Adviser shall furnish a continuous investment program for
the Portfolio and in so doing shall determine from time to time what
investments or securities will be purchased, retained or sold by the
Portfolio, and what portion of the assets will be invested or held uninvested
as cash;
(b) The Sub-Adviser in the performance of its duties and obligations
under this Agreement shall act in conformity with the terms of the Declaration
of Trust, Bylaws and the Prospectus of the Trust, and any amendments thereto,
each of which shall be promptly furnished to the Sub-Adviser by the Trust, and
with the instructions and directions of the Trustees of the Trust and the
Board of Directors and officers of the Adviser, and will conform to and
comply with the
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<PAGE>
requirements of the Investment Company Act of 1940 (the "1940 Act"), and all
other applicable federal and state laws and regulations;
(c) The Sub-Adviser shall determine the securities to be purchased or
sold by the Portfolio and, as agent for the Portfolio, will effect
transactions pursuant to its determinations either directly with the issuer or
with any broker and/or dealer in such securities;
(d) The Sub-Adviser shall maintain books and records with respect to the
securities transactions of the Portfolio and shall render to the Adviser or
Adviser's designees, such periodic and special reports as the Adviser may
reasonably request;
(e) The Sub-Adviser shall provide the Trust's Custodian with all
requested information relating to all transactions concerning the assets of
the Portfolio; and
(f) The Sub-Adviser shall not render similar services involving the
Portfolio with respect to any other variable annuity contracts without prior
notice to the Adviser or the Trust.
(g) The Sub-Adviser shall provide such additional services to the
Adviser in connection with the sale of Trust shares and/or Equitable Life
Insurance Company of Iowa variable insurance contracts, as reasonably
requested by the Adviser. Such services shall include, but not necessarily be
limited to, presentations by representatives of the Sub-Adviser at investment
seminars, conferences and other industry meetings. No parties to the
Agreement will use any materials describing any other party without the prior
written approval of the party being described. Any materials utilized by the
Adviser which contain any information relating to the Sub-Adviser and/or its
affiliates shall be submitted to the Sub-Adviser for written approval prior to
use, not less than three (3) business days before such approval is requested
by the Adviser. Such materials shall be deemed approved if not otherwise
objected to prior to the approval date requested by the Adviser. Any
materials utilized by the Sub-Adviser which contain any information relating
to the Adviser, Equitable Life Insurance Company of Iowa (including any
information relating to its separate accounts or variable insurance contracts)
or the Trust shall be submitted to the Adviser for written approval prior to
use, not less than three (3) business days before such approval is requested
by the Sub-Adviser. Such materials shall be deemed approved if not otherwise
objected to prior to the approval date requested by the Sub-Adviser.
(h) The Sub-Adviser is authorized, subject to the supervision of the
Adviser and the Trustees of the Trust, to place orders for the purchase and
sale of the Portfolio's Investments with or through such persons, brokers or
dealers, including the Sub-Adviser or affiliates thereof, and to negotiate
commissions to be paid on such transactions in accordance with the Portfolio's
policy with respect to brokerage as set forth in the Prospectus. The Sub-
Adviser may, on behalf of the Portfolio, pay brokerage commissions to a broker
which provides brokerage and research services to the Sub-Adviser in excess of
the amount another broker would have charged for effecting the transaction,
provided (i) the Sub-Adviser determines in good faith that the amount is
reasonable in relation to the value of the brokerage and research services
provided by the executing broker in terms of the particular transaction or in
terms of the Sub-Adviser's overall responsibilities with respect to the
Portfolio and the accounts as to which the Sub-Adviser exercises investment
discretion, (ii) such payment is made in compliance with Section 28(e) of the
Securities Exchange Act of 1934, as amended,
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<PAGE>
and any other applicable laws and regulations, and (iii) in the opinion of the
Sub-Adviser, the total commissions paid by the Portfolio will be reasonable in
relation to the benefits to the Portfolio over the long term. It is
recognized that the services provided by such brokers may be useful to the Sub-
Adviser in connection with the Sub-Adviser's service to other clients. On
occasions when the Sub-Adviser deems the purchase or sale of a security to be
in the best interests of the Portfolio as well as other clients of the Sub-
Adviser, the Sub-Adviser, to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the
securities to be sold or purchased in order to obtain the most favorable price
or lower brokerage commissions and efficient execution. In such event,
allocation of securities so sold or purchased, as well as the expenses
incurred in the transaction, will be made by the Sub-Adviser in the manner the
Sub-Adviser considers to be the most equitable and consistent with its
fiduciary obligations to the Portfolio and to such other clients;
(i) The Adviser and the Trust consent and agree that Sub-Adviser may
aggregate securities sale and purchase orders for the Portfolio with similar
orders being made contemporaneously for other accounts managed by Sub-Adviser
or with accounts of affiliates of Sub-Adviser if, in Sub-Adviser's reasonable
judgment, such aggregation is reasonably likely to result in an overall
economic benefit to the Portfolio, based on an evaluation that the Portfolio
is benefitted by relatively better purchase or sale prices, lower commission
expenses or beneficial timing of transactions, or a combination of these and
other factors. In many instances, the purchase or sale of securities for the
Portfolio will be affected substantially simultaneously with the purchase or
sale of like securities for the accounts of other clients of Sub-Adviser and
its affiliates. Such transactions may be made at slightly different prices,
due to the volume of securities purchased or sold. In such event, the average
price of all securities purchased or sold in such transactions may be
determined, and the Portfolio may be charged or credited, as the case may be,
the average transaction price.
(j) Robertson, Stephens & Company LLC ("RS & Co."), an affiliate of Sub-
Adviser, may execute agency (but not principal) transactions on behalf of the
Portfolio. Sub-Adviser has a conflict of interest in recommending RS & Co. to
execute such transactions and RS & Co. will receive commissions in connection
therewith.
(k) The Adviser and the Trust agree that RS & Co. may act as broker for
both the Portfolio and for another person on the other side of any transaction
involving funds or securities in the Portfolio ("Agency Cross Transactions").
The Adviser and the Trust recognize that Sub-Adviser or its affiliates may
receive commissions, and have a potentially conflicting division of loyalties
and responsibilities regarding, both parties to such Agency Cross
Transactions. If Sub-Adviser engages in an Agency Cross Transaction, Sub-
Adviser will send to the Adviser and the Trust a written confirmation at or
before the completion of each such Agency Cross Transaction, which
confirmation will include (a) a statement of the nature of such Agency Cross
Transaction, (b) the date such Agency Cross Transaction shall have taken
place, (c) an offer to furnish, on request, the time when such Agency Cross
Transaction shall have taken place, and (d) the source and amount of any other
remuneration received or to be received by Sub-Adviser on any of its
affiliates in connection with such Agency Cross Transaction. Sub-Adviser
shall also send to the Adviser and the Trust, at least annually, a written
statement identifying the total amount of such Agency Cross Transactions
during the period included in the statement, and the total commissions or
other remuneration received or to be received by Sub-Adviser or any of its
affiliates
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<PAGE>
in connection with such Agency Cross Transactions included in the statement.
The consent to Agency Cross Transactions set forth in this paragraph may be
revoked by the Adviser or the Trust at any time by notifying Sub-Adviser in
writing.
III. The Sub-Adviser agrees that all records which it maintains for the
Portfolio pursuant to Paragraph 2(d) are the property of the Trust and will
promptly surrender any of such records to Adviser upon the Trustees' or
Adviser's request. The Sub-Adviser shall preserve for periods prescribed by
Rule 31a-2 of the 1940 Act any such records as are required to be maintained
by the Sub-Adviser with respect to the Portfolio by Rule 31a-1 of the 1940
Act.
IV. The Adviser shall pay the Sub-Adviser pursuant to the Fee Schedule
contained in "Exhibit B", which is attached hereto and by this reference is
incorporated herein. The fee prescribed in Exhibit C shall be calculated
daily and payable monthly in arrears at an annual rate per Exhibit C of the
Portfolio's average daily net assets.
V. The Sub-Adviser shall 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 Sub-Advisory Agreement relates, except a loss resulting from
willful misfeasance, bad faith or gross negligence on its part in the
performance of its duties or from reckless disregard by it of its obligations
and duties under this Sub-Advisory Agreement.
VI. The Adviser and the Trust acknowledge and understand that Sub-Adviser
engages in an investment advisory business apart from managing the Portfolio.
This will create conflicts of interest with the Portfolio over Sub-Adviser's
time devoted to managing the Portfolio and the allocation of investment
opportunities among accounts (including the Portfolio) managed by Sub-Adviser.
Sub-Adviser will attempt to resolve all such conflicts in a manner that is
generally fair to all of its clients. The Adviser and the Trust confirm that
Sub-Adviser may give advice and take action with respect to any of its other
clients that may differ from advice given or the timing or nature of action
taken with respect to the Portfolio so long as it is Sub-Adviser's policy, to
the extent practicable, to allocate investment opportunities to the Portfolio
over a period of time on a fair and equitable basis relative to other clients.
Nothing in this Agreement shall be deemed to obligate Sub-Adviser to acquire
for the Portfolio any security that Sub-Adviser or its officers or employees
may acquire for its or their own accounts or for the account of any other
client if, in the absolute discretion of Sub-Adviser, it is not practical or
desirable to acquire a position in such security for the Portfolio.
VII. The term of this Sub-Advisory Agreement shall begin on the date first
above written, and unless sooner terminated as hereinafter provided, this Sub-
Advisory Agreement shall remain in effect for two (2) years from such date.
Thereafter, this Sub-Advisory Agreement shall continue in effect with respect
to the Portfolios from year to year, subject to the termination provisions and
all other terms and conditions hereof; PROVIDED, such continuance with respect
to the Portfolios is approved at least annually by vote of the holders of a
majority of the outstanding voting securities of the Portfolio or by the
Trustees of the Trust; PROVIDED, that in either event such continuance is also
approved annually by the vote, cast in person at a meeting called for the
purpose of voting on such approval, of a majority of the Trustees of the Trust
who are not parties to this Sub-Advisory Agreement or interested persons of
any party hereto; and PROVIDED FURTHER that the Sub-Adviser shall not have
notified the Trust in writing at least sixty (60) days prior to the end of the
initial two (2) year period, or at least sixty (60) days prior to the
anniversary date of the
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execution of this Sub-Advisory Agreement of any year thereafter that it does
not desire such continuation. The Sub-Adviser shall furnish to the Trust,
promptly upon its request, such information as may reasonably be necessary to
evaluate the terms of this Sub-Advisory Agreement or any extension, renewal or
amendment thereof. This Sub-Advisory Agreement may be terminated at any time
by any party hereto, without the payment of any penalty, upon sixty (60) days'
prior written notice to the other parties; PROVIDED, that in the case of
termination by the Trust, such action shall have been authorized (i) by
resolution of the Trust's Board of Trustees, including the vote or written
consent of Trustees of the Trust who are not parties to this Sub-Advisory
Agreement or interested persons of any party hereto, or (ii) by vote of a
majority of the outstanding voting securities of the Portfolio. This
Agreement shall automatically terminate in the event of its "assignment" (as
defined in the 1940 Act).
VIII. The Sub-Adviser shall for all purposes herein be deemed to be an
independent contractor and shall not, unless otherwise expressly provided
herein or authorized by the Trustees of Trust from time to time, have any
authority to act for or represent the Portfolio or Trust in any way or
otherwise be deemed to be an agent of the Portfolio or the Trust.
IX. This Sub-Advisory Agreement is entered into by the Trust on behalf of
one or more Portfolios identified in Exhibit B pursuant to authority granted
by the Trustees, and the obligations created hereby are not binding on any of
the Trustees or shareholders of the Trust individually, but bind only the
property of such Portfolios of the Trust.
X. This Sub-Advisory Agreement may be amended only in accordance with the
1940 Act.
XI. The Adviser and the Trust acknowledge that the Adviser and the Trust
have received Sub-Adviser's brochure required to be delivered under the
Investment Adviser's Act of 1940 (including the information in Part II of Sub-
Adviser's Form ADV). If the Adviser or the Trust received such information
less than forty-eight hours prior to signing this Agreement, this Agreement
may be terminated by the Adviser or the Trust without penalty within five
business days from the date of this Agreement. Upon written request by the
Adviser or the Trust, Sub-Adviser agrees to deliver annually, without charge,
Sub-Adviser's brochure required by the Investment Advisers Act of 1940.
XII. Any notice that is required to be given by the parties to each other
under the terms of this Sub-Advisory Agreement shall be in writing, delivered,
or mailed postpaid to the other party, or transmitted by facsimile with
acknowledgement of receipt, to the parties at the following addresses or
facsimile numbers, which may from time to time be changed by the parties by
notice to the other party:
(a) If to the Sub-Adviser:
Robertson, Stephens & Company Investment Management, L.P.
555 California Street
San Francisco, CA 94104
Attention: Ms. Dana Welch, Esq.
Facsimile: (415) 693-3302
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(b) If to the Manager:
Equitable Investment Services, Inc.
909 Locust Street
Des Moines, IA 50309
Attention: Paul R. Schlaack
Facsimile: (515) 698-7538
(c) If to the Trust:
Equi-Select Series Trust
909 Locust Street
Des Moines, IA 50309
Attention: Paul R. Schlaack
Facsimile: (515) 698-7538
XIII. This Sub-Advisory Agreement shall be governed and construed in
accordance with the laws of The Commonwealth of Massachusetts.
XIV. This Agreement may be executed in one or more counterparts, each of
which shall be deemed an original.
IN WITNESS WHEREOF, the parties hereto have caused this Sub-Advisory
Agreement to be executed by their respective officers designated below as of
the day and year first above written.
ADVISER: TRUST:
EQUITABLE INVESTMENT EQUI-SELECT SERIES TRUST
SERVICES, INC.
BY:_______________________________ BY:______________________________
PAUL R. SCHLAACK PAUL R. SCHLAACK
ITS PRESIDENT ITS PRESIDENT
SUB-ADVISER:
ROBERTSON, STEPHENS & COMPANY
INVESTMENT MANAGEMENT, L.P.
BY:_______________________________
ITS____________________
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SUB-ADVISORY AGREEMENT
EXHIBIT A
PORTFOLIO LISTING
GROWTH & INCOME PORTFOLIO
VALUE + GROWTH PORTFOLIO
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SUB-ADVISORY AGREEMENT
EXHIBIT B
FEE SCHEDULE
Growth & Income Portfolio 0.55% of first $200 million
0.45% of average net assets over and above $200
million.
Value + Growth Portfolio 0.55% of first $500 million;
0.45% of average net assets over and above $500
million.
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EXHIBIT D
OTHER INFORMATION REGARDING CREDIT SUISSE ASSET MANAGEMENT LIMITED
The directors and principal executive officer of Credit Suisse Asset
Management Limited and their principal occupations are as shown below. The
business address of each such person is Beaufort House, London, England.
[INSERT INFORMATION FROM CREDIT SUISSE]
Credit Suisse also serves as adviser or sub-adviser to other investment
companies. The following table lists the other investment companies for which
Credit Suisse serves as adviser or sub-adviser, the approximate net assets of
each investment company at _____________, 1997, and the annual advisory fee
received by Credit Suisse (as a percentage of average daily net assets).
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EXHIBIT E
OTHER INFORMATION REGARDING
MASSACHUSETTS FINANCIAL
SERVICES COMPANY
The principal executive officer and the directors of Massachusetts
Financial Services Company and their principal occupations are as shown below.
The business address of each such person, unless otherwise indicated, is 500
Boylston Street, Boston, Massachusetts, 02116.
[INSERT INFORMATION FROM MFS]
Massachusetts Financial Services Company also serves as adviser or sub-
adviser to other investment companies. The following table lists the other
investment companies for which Massachusetts Financial Services Company serves
as adviser or sub-adviser, the approximate net assets of each investment
company at _____________, 1997, and the annual advisory fee received by
Massachusetts Financial Services Company (as a percentage of average daily net
assets).
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<PAGE>
EXHIBIT F
OTHER INFORMATION REGARDING
ROBERTSON, STEPHENS & COMPANY INVESTMENT MANAGEMENT, L.P.
The directors and principal executive officer of Robertson, Stephens &
Company Investment Management, L.P. and their principal occupation and
business address are as shown below. The business address of each such person
unless otherwise indicated, is 555 California Street, San Francisco,
California, 94104.
[INSERT INFORMATION FROM ROBERTSON, STEPHENS]
Robertson, Stephens also acts as investment adviser to the following
registered investment companies having similar investment objectives and
policies to those of the Growth & Income Series and Value + Growth Series.
The following table sets forth the name of each such investment company, its
approximate net assets as of the date set forth below, and the annual advisory
fee received by Robertson, Stephens (as a percentage of average daily net
assets).
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VOTING INSTRUCTION/PROXY
EQUI-SELECT SERIES TRUST
This voting instruction is solicited on behalf of the Board of Trustees
of the Equi-Select Series Trust (the "Trust"). The Board of Trustees of the
Trust recommends that you vote FOR all of the following proposals. The costs
associated with the Meeting will be paid by Equitable of Iowa Companies.
Neither the Trust nor its Shareholders will bear any costs associated with
this Meeting.
[variable name] [variable contract]
[variable joint name] [variable units and shares]
[variable address line 1]
[variable address line 2] PLEASE VOTE, THEN SIGN
[variable address line 3] BELOW EXACTLY AS LISTED
[variable city, state & zip] HERE AND DATE THIS VOTING
INSTRUCTION AND RETURN IT
PROMPTLY IN THE ENCLOSED
ENVELOPE.
The Undersigned Contract Owner of a variable annuity contract or
variable life insurance policy (each referred to as "Contract") issued
by Equitable Life Insurance Company of Iowa ("Equitable Life") or
Golden American Life Insurance Company ("Golden American") and funded by a
separate account of Equitable Life or Golden American hereby instructs shares
of the named Series of the Equi-Select Series Trust (the "Trust")
attributable to his or her Contract at the Meeting of Shareholders of the
Trust to be held on October 2, 1997, at 10:00 a.m., local time, 909 Locust
Street, Des Moines, Iowa, and at any adjournment thereof, in the manner
directed below with respect to the matters referred to in the Proxy
Statement for the Meeting, receipt of which is hereby acknowledged, and in
Golden American's (or in the participating insurance company's) discretion,
upon such other matters as may properly come before the Meeting or any
adjournment thereof.
UNITS PROPOSAL FOR AGAINST ABSTAIN
aaaa 1. ALL SERIES [ ] [ ] [ ]
To approve a new Investment Advisory Agreement between the Trust
and Equitable Investment Services, Inc. ("EISI"), to be effective
upon the merger of Equitable of Iowa Companies ("Equitable of
Iowa") with PFHI Holdings, Inc. ("PFHI"), which new Investment
Advisory Agreement would be substantively identical to the
Investment Advisory Agreement that currently is in effect.
bbbb 2.(A) INTERNATIONAL FIXED INCOME SERIES [ ] [ ] [ ]
To approve a new Sub-Advisory Agreement among the Trust, EISI and
Credit Suisse Management Limited to be effective upon the merger
of Equitable of Iowa with PFHI, which would be substantively
identical to the Sub-Advisory Agreement that currently is in effect.
(B)
To approve a new Sub-Advisory Agreement among the Trust, EISI and
Massachusetts Financial Services Company to be effective upon the
merger of Equitable of Iowa with PFHI, which would be
substantively identical to the Sub-Advisory Agreement that
currently is in effect.
cccc (i) OTC SERIES [ ] [ ] [ ]
dddd (ii) RESEARCH SERIES [ ] [ ] [ ]
eeee (iii) TOTAL RETURN SERIES [ ] [ ] [ ]
(C)
To approve a new Sub-Advisory Agreement among the Trust, EISI and
Robertson, Stephens & Company Investment, L.P. to be effective
upon the merger of Equitable of Iowa with PFHI, which would be
substantively identical to the Sub-Advisory Agreement that
currently is in effect.
ffff (i) GROWTH & INCOME SERIES [ ] [ ] [ ]
gggg (ii) VALUE + GROWTH SERIES [ ] [ ] [ ]
3.
To approve a new Sub-Advisory Agreement among the Trust, EISI and
Robertson, Stephens & Company Investment, L.P. to be effective
upon the merger of Robertson, Stephens & Company Group, L.L.C.
with BankAmerica Corporation, which would be substantively
identical to the Sub-Advisory Agreement that currently is in
effect.
hhhh (i) GROWTH & INCOME SERIES [ ] [ ] [ ]
iiii (ii) VALUE + GROWTH SERIES [ ] [ ] [ ]
This voting instruction will be voted as specified. If NO SPECIFICATION
IS MADE, THIS VOTING INSTRUCTION WILL BE VOTED FOR ALL PROPOSALS. If this
voting instruction is not returned properly executed, such votes will be cast
by Equitable Life or GOlden American on behalf of the pertinent separate
account in the same proportion as it votes shares held by that separate
account for which it has received instructions from contract owners
participating in the above-listed Series.
PLEASE VOTE, SIGN EXACTLY AS LISTED ABOVE AND DATE THIS VOTING INSTRUCTION AND
RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE.
IMPORTANT:
Joint Owners must EACH sign. Trustees and others signing in a representative
capacity should so indicate.
Date:______________________, 1997
_________________________________
_________________________________
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