PRE 14C 1 dpre14c.htm EQ ADVISORS TRUST EQ Advisors Trust

SCHEDULE 14C

(Rule 14c-101)

INFORMATION REQUIRED IN INFORMATION STATEMENT

 

SCHEDULE 14C INFORMATION

Information Statement Pursuant to Section 14(c)

of the Securities Exchange Act of 1934 (Amendment No.     )

 

 

 

 

Filed by the Registrant

   x

Filed by a Party other than the Registrant

   ¨

 

Check the appropriate box:

x   Preliminary Information Statement
¨   Confidential, for Use of the Commission Only as permitted by Rule 14c-6(e)(2)
¨   Definitive Information Statement
EQ ADVISORS TRUST
(Name of Registrant as Specified in Its Charter)
 
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of filing fee (Check the appropriate box):

x   No fee required
¨   Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
  (1)   Title of each class of securities to which transaction applies:
     
  (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 (Set forth the amount on which the filing fee is calculated and state how it was determined.)
     
  (4)   Proposed maximum aggregate value of transaction:
     
  (5)   Total fee paid:
     
¨   Fee paid with preliminary materials.
¨   Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
  (1)   Amount Previously Paid:
     
  (2)   Form, Schedule or Registration Statement No.:
     
  (3)   Filing Party:
     
  (4)   Date Filed:
     

 

 


AXA EQUITABLE LIFE INSURANCE COMPANY

1290 AVENUE OF THE AMERICAS

NEW YORK, NEW YORK 10104

EQ ADVISORS TRUST

INFORMATION STATEMENT DATED APRIL 28, 2007

TO THE PROSPECTUS DATED MAY 1, 2006

WE ARE NOT ASKING YOU FOR A PROXY AND YOU

ARE REQUESTED NOT TO SEND US A PROXY

The purpose of this Information Statement is to provide you with information about changes to and additions of sub-advisers to EQ/Capital Guardian International Portfolio, EQ/FI Mid Cap Value Portfolio, EQ/MFS Emerging Growth Companies Portfolio and EQ/MFS Investors Trust Portfolio (each, a “Portfolio” and collectively, the “Portfolios”), each a series of EQ Advisors Trust (the “Trust”). The changes discussed in this Information Statement will take place on or about May 25, 2007. You may obtain an additional copy of the Prospectus or Statement of Additional Information, or the Trust’s most recent Annual Report, free of charge, by writing to the Trust at 1290 Avenue of the Americas, New York, New York 10104.

AXA Equitable Life Insurance Company (“AXA Equitable” or the “Manager”) serves as the Investment Manager and Administrator of the Trust. AXA Advisors, LLC and AXA Distributors, LLC serve as the Distributors for the Trust’s shares. AXA Equitable and the Distributors are located at 1290 Avenue of the Americas, New York, New York 10104. AXA Equitable, in its capacity as the Investment Manager of the Trust, has received an exemptive order from the Securities and Exchange Commission (“SEC”) to permit it and the Trust’s Board of Trustees to select and replace investment sub-advisers for the Trust and to amend the advisory agreements between AXA Equitable and sub-advisers without obtaining shareholder approval. Accordingly, AXA Equitable is able, subject to the approval of the Trust’s Board of Trustees, to appoint and replace sub-advisers and to amend advisory agreements without obtaining shareholder approval.

At a regular meeting of the Board of Trustees of the Trust held on November 29-30, 2006, the Board of Trustees, including the Trustees who are not “interested persons” of the Trust (as that term is defined in the 1940 Act) (“Independent Trustees”), unanimously approved the Manager’s proposals for the assets of each Portfolio to be managed by multiple advisers who will pursue the Portfolio’s investment objective by investing in a variety of equity securities, and exchange-traded funds (“ETFs” or “ETF Allocated Portion”). The equity portion of each Portfolio’s assets will be managed in both a concentrated actively managed style (“Actively Managed Portion”) and in a passively managed style that seeks to replicate an appropriate broad-based index (“Index Allocated Portion”). In connection with these changes, the management fee paid by each Portfolio to the Manager will be reduced.

The Board of Trustees also approved name changes for each Portfolio as indicated below:

 

Existing Name

  

New Name

EQ/Capital Guardian International Portfolio    MarketPLUSsm International Core Portfolio (“International Core Portfolio”)
EQ/FI Mid Cap Value Portfolio    MarketPLUSsm Mid Cap Value Portfolio (“Mid Cap Value Portfolio”)
EQ/MFS Emerging Growth Companies Portfolio    MarketPLUSsm Large Cap Growth Portfolio (“Large Cap Growth Portfolio”)
EQ/MFS Investors Trust Portfolio    MarketPLUSsm Large Cap Core Portfolio (“Large Cap Core Portfolio”)
   (each a “MarketPLUSsm Portfolio”).


Under normal circumstances, it is anticipated that the Active Allocated Portion would consist of approximately 30% of each Portfolio’s assets, the Index Allocated Portion would consist of approximately 60% of each Portfolio’s assets, and the ETF Allocated Portion would consist of approximately 10% of each Portfolio’s assets. Actual allocations can deviate from the approximate percentages by up to 15% for each allocated portion.

In addition, at a special meeting of the Board of Trustees held on January 9, 2007, the Board of Trustees, and separately, the Independent Trustees, unanimously approved the Manager’s proposals for: (i) the following investment adviser replacements:

 

Portfolio Name

  

Current Adviser

  

New Adviser

EQ/Capital Guardian International Core Portfolio    Capital Guardian Trust Company    Wentworth, Hauser and Violich, Inc. (“Wentworth”)
EQ/FI Mid Cap Value Portfolio    Fidelity Management & Research Co.    Wellington Management Company, LLP (“Wellington”)
EQ/MFS Investors Trust Portfolio    MFS Investment Management    Institutional Capital LLC (“ICAP”)
EQ/MFS Emerging Growth Portfolio    MFS Investment Management    Marsico Capital Management LLC (“Marsico”);

and (ii) an Investment Advisory Agreement, dated May 25, 2007, between AXA Equitable and each of the following advisers with respect to an allocated portion of the MarketPLUSsm Portfolio(s) indicated:

 

Wentworth    International Core Portfolio
Wellington    Mid Cap Value Portfolio
ICAP    Large Cap Core Portfolio
Marsico    Large Cap Growth Portfolio
Mellon Equity Associates (“Mellon”),    All Portfolios.
(each, a “New Adviser”)   

Factors Considered by the Board

The Board approved an Investment Advisory Agreement between AXA Equitable and each New Adviser, dated May 25, 2007 (each, an “Investment Advisory Agreement”).

In approving the Investment Advisory Agreement with each New Adviser, the Board of Trustees reviewed and evaluated information furnished by the Investment Manager and each New Adviser. The Board of Trustees also discussed and reviewed the terms of each Investment Advisory Agreement. In addition, the Board of Trustees reviewed and evaluated certain factors, including: (i) the nature, quality and extent of the services expected to be rendered by each New Adviser to the respective portfolio or allocated portion there of; (ii) each New Adviser’s investment approach; (iii) the structure of each New Adviser and its ability to provide services to the respective portfolio or allocated portion thereof, based on its financial condition as well as the credentials, reputation, background and investment experience of its personnel; (iv) each New Adviser’s investment, stock selection and research process and its historical performance records relative to a peer group and to other benchmarks; (v) a comparison of each New Adviser’s advisory fee with those of other potential advisers, and the reasonableness of such fees in light of the extent and quality of the services to be provided; and (vi) indirect costs and benefits of each New Adviser serving as an Adviser to the respective portfolio or allocated portion thereof, including costs associated with the transition of assets from the prior advisers to each New Adviser. Based on its consideration and review of the foregoing information, the Board of Trustees determined that each portfolio is likely to benefit from the nature and quality of the services expected to be provided by each New Adviser, as well as each New Adviser’s ability to render such services based on its experience, reputation and resources and investment approach, style and process.


The Board of Trustees further determined that each New Adviser’s advisory fee was reasonable in light of the extent and quality of the services expected to be provided and that the Investment Advisory Agreement between the Investment Manager and each New Adviser with respect to its respective portfolio or allocated portion thereof was in the best interests of the portfolio and its shareholders. As a result of the Board of Trustees’ determinations, Wentworth will become an Adviser to the International Core Portfolio, Wellington will become an Adviser to the Mid Cap Value Portfolio, ICAP will become an Adviser to the Large Cap Growth Portfolio, Marsico will become an Adviser to the Large Cap Core Portfolio and Mellon will become an Adviser to each MarketPLUSsm portfolio effective as of May 25, 2007.

Information Regarding the New Investment Advisory Agreements

The New Investment Advisory Agreements serve to appoint each New Adviser as an investment adviser to the corresponding MarketPLUSsm Portfolio described above, subject to all of the terms and conditions of each respective Investment Advisory Agreement.

Each New Investment Advisory Agreement provides that it will remain in effect for its initial term of two years and thereafter only so long as the Board of Trustees, including a majority of the Independent Trustees, specifically approves its continuance at least annually. Each New Investment Advisory Agreement can be terminated at any time, without the payment of any penalty, by the Board of Trustees, including a majority of the Independent Trustees, or by the vote of a majority of the outstanding voting securities of the Portfolio, on at least sixty days’ written notice to AXA Equitable and a New Adviser, or by AXA Equitable or a New Adviser on at least sixty days’ written notice to the Trust and the other party. Each New Investment Advisory Agreement also terminates automatically in the event of its assignment or in the event that the Investment Management Agreement between AXA Equitable and the Trust is assigned or terminated for any other reason.

The New Investment Advisory Agreement generally provides that the New Adviser will not be liable for any losses, claims, damages, liabilities or litigation incurred by AXA Equitable or the Trust as a result of any error of judgment or mistake of law by the New Adviser with respect to the Portfolio, except that nothing in the Agreement limits the Adviser’s liability for all losses, claims, damages, liabilities or litigation arising out of or based on (i) any willful misconduct, bad faith, reckless disregard or gross negligence of the New Adviser in the performance of any of its duties or obligations or (ii) any untrue statement of a material fact, or any omission thereof, in the Trust’s prospectus, statement of additional information, proxy materials, reports, advertisements, sales literature, or other materials pertaining to the portion of the portfolio advised by the respective New Adviser, if such statement or omission was made in reliance upon information furnished by a New Adviser to AXA Equitable or the Trust.

Information Regarding Wentworth, Hauser and Violich, Inc.

Wentworth, Hauser and Violich, Inc. (“Wentworth”) has been providing investment advisory services since 1937 and is a wholly-owned subsidiary of Laird Norton Investment Management, Inc. As of December 31, 2006, Wentworth had approximately $9.0 billion in assets under management. Wentworth is located at 353 Sacramento Street, Suite 600, San Francisco, California 94111. Directors of Wentworth include: William K. Hauser, Director, Thomas C. Edwards, Chairman of Wentworth, Steven A. Rhone, Chief Executive Officer of Wentworth, Judith R. Stevens, President and Portfolio Manager of Wentworth, Gary R. Severson, Director, Jeffrey S. Vincent, Director, Clarence B. Colby, Director, and David R. Wood, Director.

It is anticipated that Richard K. Hirayama and Laura Albers Stankard will be responsible for the day-to-day portfolio management of the Wentworth Actively Managed Portion. Mr. Hirayama is a Senior Vice President and Managing Director of Wentworth and joined Wentworth in 1990. Ms. Stankard is a Vice President and International Security Analyst and joined Wentworth in 1998.

As an Adviser to the Actively Managed Portion of the International Core Portfolio, Wentworth will provide the Actively Managed Portion of the International Core Portfolio with investment research, advice and supervision and manage its securities consistent with the Portfolio’s investment objective and policies, including the purchase, retention and disposition of securities, as set forth in the Portfolio’s prospectus.

The addition of Wentworth as an Adviser to the Portfolio will not result in any changes to the Portfolio’s investment objective. Wentworth will attempt to achieve the Portfolio’s investment objective, i.e., to achieve long-term growth


of capital. Wentworth will employ a top-down sector oriented approach. Approximately 75% of Wentworth’s resources and time will be devoted to the top-down sector selection aspect of the approach, while 25% will be devoted to bottom-up security selection. Wentworth will look for those sectors of the global economy best positioned for growth and those securities poised to best capture that growth. Macroeconomic factors will be forecasted internally by sector and weightings based on upside potential and downside risk.

For its services to the International Core Portfolio, Wentworth receives an advisory fee as follows: 0.65% of the Actively Managed Portion’s average daily net assets up to and including $100 million; 0.50% of the Actively Managed Portion’s average daily net assets in excess of $100 million up to and including $250 million; and 0.40% of the Actively Managed Portion’s average daily net assets in excess of $250 million. AXA Equitable (and not the International Core Portfolio) is responsible for the payment of advisory fees to Wentworth.

Information regarding other comparable funds for which Wentworth serves as an adviser is provided in Appendix A to this Supplement.

Information Regarding Wellington Management Company, LLP

Wellington Management Company, LLP (“Wellington”) is a limited liability partnership whose sole business is investment management. As of December 31, 2006, Wellington had approximately $575 billion in assets under management. Wellington’s primary office is located at 75 State Street, Boston, Massachusetts 02109. Wellington’s principal executive officers include: Karl E. Bandtel, Partner and Executive Committee Member, Paul Braverman, Partner and Executive Committee Member, Cynthia M. Clarke, Partner and Chief Legal Officer, Laurie A. Gabriel, Managing Partner and Executive Committee Member, James P. Hoffmann, Partner and Executive Committee Member, Jean M. Hynes, Partner and Executive Committee Member, Selwyn J. Notelovitz, Chief Compliance Officer, Saul J. Pannell, Partner and Executive Committee Member, Thomas L. Pappas, Partner and Executive Committee Member, Phillip H. Perelmuter, Managing Partner and Executive Committee Member, John R. Ryan, Partner and Executive Committee Member, and Perry M. Traquina, President, Chief Executive Officer, Managing Partner and Executive Committee Member.

It is anticipated that James N. Mordy will be primarily responsible for the day-to-day portfolio management of the Wellington Actively Managed Portion. Mr. Mordy is a Senior Vice President of Wellington and joined Wellington in 1985 as an investment professional.

As an Adviser to the Actively Managed Portion of the Mid Cap Value Portfolio, Wellington will provide the Actively Managed Portion of the Mid Cap Value Portfolio with investment research, advice and supervision and manage its securities consistent with the Portfolio’s investment objective and policies, including the purchase, retention and disposition of securities, as set forth in the Portfolio’s prospectus.

The addition of Wellington as an Adviser to the Portfolio will not result in any changes to the Portfolio’s investment objective. Wellington will attempt to achieve the Portfolio’s investment objective, i.e., to achieve long-term capital appreciation. Wellington will seek to add value through bottom-up fundamentally driven security selection. Wellington will employ a contrarian approach to stock selection, favoring securities that appear to be misunderstood or undervalued in the marketplace. Wellington will focus on those stocks with a market capitalization typically greater than $500 million but less than $10 billion and with a valuation in the bottom third of the P/E distribution. Wellington will then narrow that investment universe to a closely followed list of approximately 250 stocks by identifying those stocks that have fundamental investment value. Wellington will further narrow that investment universe to stocks that have the most compelling blends of the following attributes: discounted valuation with significant appreciation potential, strong competitive position in an industry with favorable or improving fundamental dynamics, strong management team and strong balance sheet. Wellington will assess a stock’s value primarily on the basis of its earnings power, growth potential, balance sheet and competitive positioning.

For its services to the Mid Cap Value Portfolio, Wellington receives an advisory fee as follows: 0.55% of the Actively Managed Portion’s average daily net assets up to and including $150 million; 0.45% of the Actively Managed Portion’s average daily net assets in excess of $150 million. AXA Equitable (and not the Mid Cap Value Portfolio) is responsible for the payment of advisory fees to Wellington.


Information regarding other comparable funds for which Wellington serves as an adviser is provided in Appendix A to this Supplement.

Information Regarding Institutional Capital LLC

Institutional Capital LLC (“ICAP”) is a wholly-owned subsidiary of New York Life Investment Management Holdings, LLC, which, in turn, is a wholly-owned subsidiary of New York Life Insurance Company. ICAP is located at 225 West Wacker Drive, Suite 2400, Chicago, Illinois 60606. As of December 31, 2006, ICAP had approximately $18.2 billion in assets under management. Directors of ICAP include: Robert H. Lyon, Chief Executive Officer of ICAP, Pamela H. Conroy, Executive Vice President of ICAP, Gary H. Wendlandt, Senior Executive Vice President and CIO of New York Life, Brian A. Murdock, Chairman of New York Life Investment Management, and Michael E. Sproule, Executive Vice President and CFO of New York Life.

It is anticipated that Robert H. Lyon and Jerrold K. Senser will be primarily responsible for the day-to-day portfolio management of the ICAP Actively Managed Portion. Mr. Lyon has been President and Chief Investment Officer of ICAP since 1992. Mr. Senser is Executive Vice President and Co-Chief Investment Officer of ICAP. Mr. Senser joined ICAP in 1986 and has had portfolio management responsibilities since that time.

As an Adviser to the Actively Managed Portion of the Large Cap Core Portfolio, ICAP will provide the Actively Managed Portion of the Large Cap Core Portfolio with investment research, advice and supervision and manage its securities consistent with the Portfolio’s investment objective and policies, including the purchase, retention and disposition of securities, as set forth in the Portfolio’s prospectus.

The addition of ICAP as an Adviser to the Portfolio will not result in any changes to the Portfolio’s investment objective. ICAP will attempt to achieve the Portfolio’s investment objective, i.e., to achieve long-term growth of capital with a secondary objective to seek reasonable current income. ICAP will use a concentrated strategy that typically holds 20-30 stocks, chosen based on fundamental, bottom-up research that includes quantitative screening to identify candidates based on valuation and earnings stability and qualitative analysis to identify investment catalysts through extensive research. Positions in each stock may be as high as 10% of the portfolio with emphasis on highest reward candidates.

For its services to the Large Cap Core Portfolio, ICAP receives an advisory fee as follows: 0.50% of the Actively Managed Portion’s average daily net assets up to and including $50 million; 0.40% of the Actively Managed Portion’s average daily net assets in excess of $50 million up to and including $100 million; 0.35% of the Actively Managed Portion’s average daily net assets in excess of $100 million up to and including $250 million; 0.30% of the Actively Managed Portion’s average net assets in excess of $250 million. AXA Equitable (and not the Large Cap Core Portfolio) is responsible for the payment of advisory fees to ICAP.

Information regarding other comparable funds for which ICAP serves as an adviser is provided in Appendix A to this Supplement.

Information Regarding Marsico Capital Management, LLC

Marsico Capital Management, LLC (“Marsico”) is an indirect wholly-owned subsidiary of Bank of America Corporation, a publicly-traded company. Marsico is located at 1200 17th Street, Suite 1600, Denver, Colorado 80202. As of December 31, 2006, Marsico had approximately $83.7 in assets under management. Thomas F. Marsico is the Founder, Chief Executive Officer and Chief Investment Officer of Marsico. Christopher J. Marsico is the President and a Director of Marsico.

It is anticipated that Thomas F. Marsico will be primarily responsible for the day-to-day portfolio management of the Marsico Actively Managed Portion. Mr. Marsico has been Chief Executive Officer and Chief Investment Officer of Marsico since its inception in 1997.

As an Adviser to the Actively Managed Portion of the Large Cap Growth Portfolio, Marsico will provide the Actively Managed Portion of the Large Cap Growth Portfolio with investment research and manage its securities consistent with the Portfolio’s investment objective and policies, including the purchase, retention and disposition of securities, as set forth in the Portfolio’s prospectus.


The addition of Marsico as an Adviser to the Portfolio will not result in any changes to the Portfolio’s investment objective. Marsico will attempt to achieve the Portfolio’s investment objective, i.e., to achieve long-term capital growth. Marsico will apply its “focus” style in managing the portfolio, which is a concentrated style that generally invests in a core position of 20-30 companies selected for their long-term growth potential.

For its services to the Large Cap Growth Portfolio, Marsico receives an advisory fee as follows: 0.450% of the Actively Managed Portion’s average daily net assets up to and including $400 million; 0.400% of the Actively Managed Portion’s average daily net assets in excess of $400 million up to and including $1 billion; 0.375% of the Actively Managed Portion’s average daily net assets in excess of $1 billion up to and including $1.5 billion; 0.350% of the Actively Managed Portion’s average net assets in excess of $1.5 billion. This fee schedule provides for the aggregation of all assets of the EQ/Marsico Focus Portfolio advised by Marsico and the Large cap Growth Portfolio. AXA Equitable (and not the Large Cap Growth Portfolio) is responsible for the payment of advisory fees to Marsico.

Information regarding other comparable funds for which Marsico serves as an adviser is provided in Appendix A to this Supplement.

Information Regarding Mellon Equity Associates, LLP

Mellon Equity Associates, LLP (“Mellon”) located at 500 Grant Street, Suite 4200, Pittsburgh, PA 15258 is an indirect wholly-owned subsidiary of Mellon Financial Corporation, a publicly-traded company. Pursuant to a strategic combination scheduled to be completed in the third quarter of 2007, Mellon Financial Corporation will combine with the Bank of New York and form The Bank of New York Mellon Corporation. The transaction is subject to certain regulatory approvals and the approval of Bank of New York and Mellon Financial Corporation shareholders, as well as other customary conditions to closing. As of December 31, 2006, Mellon had approximately $22 billion in assets under management. Members of the Executive Committee of Mellon include: Ronald P. O’Hanley, Vice Chairman of Mellon Financial Corporation, Phillip N. Maisano, Vice Chairman and Chief Investment Officer of Dreyfus Corporation, John J. Nagorniak, President Emeritus of Franklin Portfolio Associates, William P. Rydell, President and Chief Executive Officer of Mellon Equity Associates, LLP, Patricia K. Nichols, Executive Vice President and Chief Operating Officer of Mellon Equity Associates, LLP and Scott E. Wennerholm, Chief Operating Officer of Mellon Asset Management. Mellon will manage the Index Allocated Portion for all of the MarketPLUSsm Portfolios.

It is anticipated that Thomas Durante will be primarily responsible for the day-to-day portfolio management of the Index Managed Portions. Mr. Durante, a Senior Portfolio Manager for Mellon, has had portfolio management responsibilities since joining Mellon in 2000.

As an Adviser to the Index Allocated Portion of each MarketPLUSsm Portfolio, Mellon will provide the MarketPLUSsm Portfolios with investment research, advice and supervision and manage its securities consistent with each Portfolio’s investment objective and policies, including the purchase, retention and disposition of securities, as set forth in each Portfolio’s prospectus.

The addition of Mellon as an Adviser to the MarketPLUSsm Portfolios will not result in any changes to any of the investment objectives of the MarketPLUSsm Portfolios. Mellon will manage each MarketPLUSsm Portfolio by fully replicating the stocks held in the relevant index in direct proportion to their index weight. At times, Mellon may use a sampling approach in order to minimize costs. This approach strives to match a portfolio’s benchmark characteristics without having to purchase every single stock in the benchmark index.


For its services to the MarketPLUSsm Portfolios, Mellon receives the following advisory fees:

 

Portfolio

  

Fees

International Core    0.05% of the Index Equity Portion’s average daily net assets up to and including $150 million; 0.02% of the Index Equity Portion’s average daily net assets in excess of $150 million up to and including $1 billion; and 0.015% of the Index Equity Portion’s average daily net assets in excess of $1 billion.
Mid Cap Value    0.05% of the Index Equity Portion’s average daily net assets up to and including $150 million; 0.02% of the Index Equity Portion’s average daily net assets in excess of $150 million up to and including $1 billion; and 0.01% of the Index Equity Portion’s average daily net assets in excess of $1 billion.
Large Cap Core    0.05% of the Index Equity Portion’s average daily net assets up to and including $150 million; 0.02% of the Index Equity Portion’s average daily net assets in excess of $150 million up to and including $1 billion; and 0.01% of the Index Equity Portion’s average daily net assets in excess of $1 billion.
Large Cap Growth    0.05% of the Index Equity Portion’s average daily net assets up to and including $150 million; 0.02% of the Index Equity Portion’s average daily net assets in excess of $150 million up to and including $1 billion; and 0.015% of the Index Equity Portion’s average daily net assets in excess of $1 billion.

Information regarding other comparable funds for which Mellon serves as an adviser is provided in Appendix A to this Supplement.

Portfolio Transactions

To the extent permitted by law and in accordance with procedures established by the Trust’s Board of Trustees, the MarketPLUSsm Portfolios may engage in brokerage transactions with brokers that are affiliates of the Manager or the Adviser(s), with brokers who are affiliates of such brokers, or with unaffiliated brokers who trade or clear through affiliates of the Manager or the Adviser(s). For the fiscal year ended December 31, 2006, the Large Cap Growth Portfolio paid $112 in brokerage commissions to Sanford C. Bernstein & Co. LLC, an indirect broker subsidiary of AXA Equitable.

Control Persons and Principal Holders

AXA Equitable may be deemed to be a control person with respect to the Trust by virtue of its ownership of more than 99% of the Trust’s shares as of [March 31, 2007]. AXA Equitable is organized as a New York stock life insurance company and is a wholly owned subsidiary of AXA Financial, Inc., a subsidiary of AXA, a French insurance holding company.

As a “series” type of mutual fund, the Trust issues separate series of shares of beneficial interest with respect to the Portfolio. As of [March 31, 2007], the Trustees and Officers of the Trust owned shares entitling them to vote in the aggregate less than one percent of the shares of the Portfolio.

The following table sets forth information regarding the shareholders who owned beneficially or of record 5% or more of any class of shares of the Portfolio as of [March 31, 2007] :

 

Shareholder

   Portfolio    Number of Shares
of Portfolio
   Percentage of
Portfolio
         %

A copy of the Trust’s 2006 Annual Report is enclosed.


Appendix A

Wentworth, Hauser and Violich, Inc.

 

Name of Fund

   Net Assets
(as of 12/31/06)
  

Advisory Fee Rate

(% of net assets)

Sub Advised Fund A

   $116 million   

First $100 million 0.65%

Next $150 million 0.50%

Over $250 million 0.40%

Wellington Management Company, LLP

 

Name of Fund

  

Net Assets

(as of 11/30/06)

  

Advisory Fee Rate

(% of net assets)

AXA Enterprise Multimanager Mid Cap Value Fund

AXA Premier VIP Mid Cap Value Portfolio

   $333.4 million    0.55% of the average daily net assets up to and including $150 million; 0.45% of the portfolios’ average daily net assets in excess of $150 million
Wellington Mid Cap Value Subadvised Client “A”    $61.1 million   

First $25 million    0.75%

Next $25 million    0.65%

Next $50 million    0.55%

Over $100 million  0.45%

Wellington Mid Cap Value Subadvised Client “B”    $438.8 million   

First $50 million    0.40%

Next $100 million  0.30%

Next $350 million  0.25%

Over $500 million  0.20%

Wellington Mid Cap Value Subadvised Client “C”    $1097.1 million   

First $50 million    0.40%

Next $100 million  0.30%

Next $350 million  0.25%

Over $500 million  0.20%

Wellington Mid Cap Value Subadvised Client “D”    $271 million   

First $100 million  0.500%

Next $150 million  0.475%

Next $250 million  0.450%

Next $250 million  0.425%

Over $750 million  0.400%


Institutional Capital LLC

 

Name of Fund

  

Net Assets

(as of 12/31/06)

  

Advisory Fee Rate

(% of net assets)

MainStay ICAP Select Equity Fund    Approx. $1.5 billion    0.40%
MainStay Map Fund    Approx. $777 million    0.45% on the first $250 million, 0.40% on the next $250 million, 0.35% over $500 million
MainStay Basic Value Fund    Approx. $183 million    0.45% on the first $250 million, 0.40% over $250 million
Large Cap Value Sub Advised Fund 1    Approx. $400 million    0.30%

Marsico Capital Management, LLC

 

Name of Fund

  

Net Assets

(as of 12/31/06)

  

Advisory Fee Rate

(% of net assets)

Marsico Focus Fund    $4,947.4 million    0.85%

Mellon Equity Associates, LLP

 

Name of Fund

  

Net Assets

(as of 12/31/06)

 

Advisory Fee Rate

(% of net assets)

Domestic Funds    N/A
(standard fee
schedule)
  .05% on first $150 million per fund
.02% on next $850 million per fund
.01% thereafter per fund
International Funds    N/A
(standard fee
schedule)
  .05% on first $150 million per fund
.02% on next $850 million per fund
0.015% thereafter per fund