• Business Day (South Africa): Emerging markets

investment which would effectively exclude them from accepting directorships

for purely financial reasons.
ESTABLISH INDEPENDENT NOMINATING COMMITTEE: FOR
Caywood-Scholl votes FOR proposals to establish entirely independent nominating

committees. We believe that having an independent Nominating Committee is one

way to assure that shareholder interests will be adequately addressed.
LIMIT TENURE OF DIRECTORS: AGAINST
Caywood-Scholl does not support shareholder proposals for term limits, as

limiting tenure may force valuable, experienced directors to leave the board

solely because of their length of service. We prefer to retain the ability to

evaluate director performance, and vote on all director nominees once a year.
DIRECTOR INDEMNIFICATION AND LIABILITY PROTECTION: CASE-BY-CASE
Caywood-Scholl votes AGAINST proposals that would limit or eliminate all

liability for monetary damages, for directors and officers who violate the duty

of care. Caywood-Scholl will also vote AGAINST proposals that would expand

indemnification to cover acts, such as negligence, that are more serious

violations of fiduciary obligations than mere carelessness. If, however, a

director was found to have acted in good faith and in a manner that he

reasonably believed was in the best interest of the company, and if only the

director's legal expenses would be covered, Caywood-Scholl may vote FOR

expanded coverage.
SEPARATE CHAIRMAN/CHIEF EXECUTIVE OFFICER: CASE-BY-CASE
Caywood-Scholl votes shareholder proposals to separate Chairman and CEO

positions on a case-by-case basis, and considers the impact on management

credibility and thus the value of the company. Caywood-
D-43
===============================================================================
Scholl generally votes FOR shareholder proposals requiring the position of

Chairman to be filled by an independent director, because a combined title can

make it difficult for the board to remove a CEO that has under performed, and

harder to challenge a CEO's decisions. We are, however, willing to accept a

combined title for companies whose outside directors hold regularly-scheduled

non-management meetings with a powerful and independent Lead Director.
DIVERSITY OF THE BOARD OF DIRECTORS: CASE-BY-CASE
Caywood-Scholl reviews shareholder proposals that request a company to increase

the representation of women and minorities on the board, on a case-by-case

basis. Caywood-Scholl generally votes FOR requests for reports on the company's

efforts to diversify the board, unless the board composition is reasonably

inclusive of women and minorities in relation to companies of similar size and

business, and if the board already reports on its nominating procedures and

diversity initiatives.
EXECUTIVE AND DIRECTOR COMPENSATION
STOCK INCENTIVE PLANS: CASE-BY-CASE
Caywood-Scholl reviews stock incentive plan proposals on a case-by-case basis,

to determine whether the plan is in the best interest of shareholders. We

generally support stock incentive plans that are designed to attract, retain or

encourage executives and employees, while aligning their financial interests

with those of investors. We also prefer plans that limit the transfer of

shareholder wealth to insiders, and favor stock compensation in the form of

performance-based restricted stock over fixed price option plans.
Unless there is evidence that a plan would have a positive economic impact on

shareholder value, we generally vote against plans that result in excessive

dilution, and vote against plans that contain negative provisions, such as

repricing or replacing underwater options without shareholder approval.
SHAREHOLDER PROPOSALS REGARDING OPTIONS EXPENSING: FOR
Caywood-Scholl generally votes FOR shareholder proposals requesting companies

to disclose the cost of stock options as an expense on their income statement,

to clarify the company's earnings and profitability to shareholders.
ELIMINATE NON-EMPLOYEE DIRECTOR RETIREMENT PLANS: FOR
Caywood-Scholl generally supports proposals to eliminate retirement benefits

for non-employee directors, as such plans can create conflicts of interest by

their high value. Additionally, such benefits are often redundant, since many

directors receive pension benefits from their primary employer.
SHAREHOLDER PROPOSALS REGARDING EXECUTIVE PAY: CASE-BY-CASE
Caywood-Scholl generally votes FOR shareholder proposals that request

additional disclosure of executive and director pay information, provided the

information requested is relevant to shareholders' needs, would not put the

company at a competitive disadvantage relative to its industry, and is not

unduly burdensome to the company.
We also vote FOR proposals to require option repricings to be put to a

shareholder vote, and FOR proposals to require shareholder votes on

compensation plans.
Caywood-Scholl votes AGAINST shareholder proposals that seek to set absolute

levels on compensation or otherwise dictate the amount or form of compensation,

and AGAINST shareholder proposals requiring director fees to be paid in stock

only.
D-44
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All other shareholder proposals regarding executive and director pay are voted

on a case-by-case basis, taking into account company performance, pay level

versus peers, pay level versus industry, and long term corporate outlook.
CAPITAL STRUCTURE
CAPITAL STOCK AUTHORIZATIONS: CASE-BY-CASE
Caywood-Scholl votes proposals for an increase in authorized shares of common

or preferred stock on a case-by-case basis, after analyzing the company's

industry and performance in terms of shareholder returns. We generally vote

AGAINST stock increases that are greater than 100 percent, unless the company

has provided a specific reason for the increase. We will also vote AGAINST

proposals for increases in which the stated purpose is to reserve additional

shares to implement a poison pill. (Note: see page 10, for more on preferred

stock).
STOCK SPLITS AND DIVIDENDS: CASE-BY-CASE
Caywood-Scholl generally votes FOR management proposals to increase common

share authorization for a stock split or share dividend, provided that the

increase in shares is not excessive. We also generally vote in favor

shareholder proposals to initiate a dividend, particularly in the case of poor

performing large cap companies with stock option plans result in excessive

dilution.
MERGERS AND CORPORATE RESTRUCTURING
MERGERS AND RESTRUCTURINGS: CASE-BY-CASE
A merger, restructuring, or spin-off in some way affects a change in control of

the company's assets. In evaluating the merit such transactions, Caywood-Scholl

will consider the terms of each proposal and will analyze the potential long-

term value of the investment. Caywood-Scholl will support management proposals

for a merger or restructuring if the transaction appears to offer fair value,

but may oppose them if they include significant changes to corporate governance

and takeover defenses that are not in the best interest of shareholders.
PREVENT A COMPANY FROM PAYING GREENMAIL: FOR
Greenmail is the payment a corporate raider receives for his/her shares. This

payment is usually at a premium to the market price, so while greenmail can

ensure the continued independence of the company, it discriminates against

other shareholders. Caywood-Scholl will generally vote FOR anti-greenmail

provisions.
GOLDEN PARACHUTES: CASE-BY-CASE
Caywood-Scholl votes FOR shareholder proposals to require golden and tin

parachutes (executive severance agreements) to be submitted for shareholder

ratification, unless the proposal requires shareholder approval prior to

entering into employment contracts. Proposals to ratify or cancel golden or tin

parachutes are evaluated on a case-by-case basis. Caywood-Scholl will vote

AGAINST parachute proposals, when the amount exceeds three times base salary

plus guaranteed benefits.
FAIR PRICE PROVISION: AGAINST
Standard fair price provisions require that, absent board or shareholder

approval of the acquisition, the bidder must pay the remaining shareholders the

same price for their shares as was paid to buy the control shares (usually

between five and twenty percent of the outstanding shares) that triggered the

provision. An
D-45
===============================================================================
acquirer may avoid such a pricing requirement by obtaining the support of

holders of at least a majority of disinterested shares. Such provisions may be

viewed as marginally favorable to the remaining disinterested shareholders,

since achieving a simple majority vote in favor of an attractive offer may not

be difficult.
Caywood-Scholl will vote AGAINST fair price provisions, if the shareholder vote

requirement, imbedded in the provision, is greater than a majority of

disinterested shares.
Caywood-Scholl will vote FOR shareholder proposals to lower the shareholder

vote requirements imbedded in existing fair price provisions.
STATE ANTITAKEOVER STATUTES: CASE-BY-CASE
Caywood-Scholl evaluates the specific statutes at issue, including their effect

on shareholder rights and votes proposals to opt out-of-state takeover statutes

on a case-by-case basis.
CORPORATE RESTRUCTURINGS: CASE-BY-CASE
Caywood-Scholl evaluates corporate restructuring management proposals on a

case-by-case basis. With respect to a proxy proposal that includes a spin-off,

Caywood-Scholl may consider the tax and regulatory advantages, planned use of

sale proceeds, market focus, and managerial incentives. With respect to a proxy

proposal that includes an asset sale, Caywood-Scholl may consider the impact on

the balance sheet or working capital and the value received for the asset. With

respect to a proxy proposal that includes a liquidation, Caywood-Scholl may

consider management's efforts to pursue alternatives, the appraisal value of

assets, and the compensation plan for executives managing the liquidation.
ANTI-TAKEOVER DEFENSES AND VOTING RELATED ISSUES
POISON PILLS: CASE-BY-CASE
Caywood-Scholl votes AGAINST poison pills or (or shareholder rights plans)

proposed by a company's management. Poison pills are triggered by an unwanted

takeover attempt and cause a variety of events to occur which may make the

company financially less attractive to the suitor. Typically, directors have

enacted these plans without shareholder approval.
Caywood-Scholl will always vote FOR shareholder proposals requesting boards to

submit their pills to a shareholder vote or redeem them, as poison pills may

lead to management entrenchment and can discourage legitimate tender offers.
DUAL CLASS CAPITALIZATION WITH UNEQUAL VOTING RIGHTS: CASE-BY-CASE
Caywood-Scholl will vote AGAINST dual class exchange offers and dual class

capitalizations with unequal voting rights as they can contribute to the

entrenchment of management and allow for voting power to be concentrated in the

hands of management and other insiders. Caywood-Scholl will vote FOR proposals

to create a new class of nonvoting or subvoting common stock if intended for

purposes with minimal or no dilution to current shareholders or not designed to

preserve voting power of insiders or significant shareholders.
BLANK CHECK PREFERRED STOCK: CASE-BY-CASE
Blank check proposals authorize a class of preferred stock for which voting

rights are not established in advance, but are left to the discretion of the

Board of Directors when issued. Such proposals may give management needed

flexibility to accomplish acquisitions, mergers or financings. On the other

hand, such proposals also give the board the ability to place a block of stock

with a shareholder sympathetic to management, thereby entrenching management or

making takeovers more difficult.

Document MFPE000020070718e37g0048v
Nigeria regulations: Big Asian firms do not bid on Nigerian oil blocks
491 words

13 July 2007

Economist Intelligence Unit - ViewsWire

EIUCP

ViewsWire

5

English

(C) 2007 The Economist Intelligence Unit Ltd.
COUNTRY BRIEFING
FROM THE ECONOMIST INTELLIGENCE UNIT
Chinese firms, which have been aggressively pursuing African oil deals, did not bid on Nigeria’s oil blocks during the country’s May 2007 licensing round, mainly because of security concerns. Earlier in the year, Nigeria had granted Chinese firms, and one South Korean company, preferential rights to its oil blocks. But fears about post-election instability and growing violence in the Niger Delta region acted as a deterrent--and not just to Asian firms. No major Western companies bid on the oil blocks either; ultimately, less than half of the 45 blocks being auctioned received bids, and these mainly came from Nigerian companies.
This is in strong contrast to the May 2006 rounds, when the China National Petroleum Company (CNPC) swept up four oil blocks, while the China National Offshore Oil Corporation (CNOOC) invested more than US$2bn in a Nigerian oil field earlier in 2006. Hoping to build on this, Nigeria had offered South Korean and Chinese firms four prime exploration oil blocks. In exchange, the South Korean and Chinese firms would have given Nigeria long-term, low-interest loans to fund infrastructural development projects such as railway, a hydropower plant and telecom projects. The investments would have included a US$2.5bn low-interest loan from CNOOC to develop a railway, and a US$2bn loan from Korea National Oil Corporation to fund a railroad that would link Port Harcourt to Abuja.
The 2007 licensing round coincided with a surge in kidnappings (more than 100 in the past year) and calls for renewed violence from the Movement for the Emancipation of the Niger Delta--which is calling for a greater share in national oil wealth and increased control of oil-producing areas. Some foreign investors appear to have been nervous about the unrest, and the response of the new government to the violence, which has affected Nigeria’s oil-production plans. The government had hoped to increase production to 4m barrels/day by 2010, but oil production at end-2006 was 2.46m b/d, down nearly 5% on the 2005 figure of 2.58m b/d, according to statistics from British Petroleum.
According to the Economist Intelligence Unit’s forecasts oil production will continue to be depressed by ongoing political unrest in the Delta in 2007, which will depress real GDP growth to an average of 5.5% for the year. However, we expect oil production to pick up strongly in 2008, led by rising offshore output. Coupled with strong non-oil sector growth, this will push real GDP growth up to 7.4% in 2008. Nevertheless, as long as the security situation remains fragile some foreign investors will be wary of investing in Nigeria’s oil sector--regardless of how much they may need it.
 
vwvwmain20070713t1645000005; EIU ViewsWire 13 Jul 2007 (T16:45), Part 5 of 5
Document EIUCP00020070725e37d00003
EQ/Money Market Portfolio - Class IB - Part 9
16,241 words

13 July 2007

Mutual Fund Prospectus Express

MFPE

English

(c) 2007 NewRiver Format. Data Licensing LLC. All Rights Reserved.
Family: EQ Advisors Funds
Nasdaq-Symbol: No
Fund Type: NRMF
Filing: July 13, 2007
Effective: May 01, 2007
Type: Statement Of Additional Information
Sequence: 1

The Committee may determine that the subject matter of a recurring proxy issue

is not suitable for general voting policies and requires a case-by-case

determination. In such cases, the Committee may elect not to adopt a specific

voting policy applicable to that issue. The Adviser believes that certain proxy

voting issues require investment analysis - such as approval of mergers and

other significant corporate transactions - akin to investment decisions, and

are, therefore, not suitable for general guidelines. The Committee may elect to

adopt a common position for the Adviser on certain proxy votes that are akin to

investment decisions, or determine to permit the portfolio manager to make

individual decisions on how best to maximize economic value for a Fund (similar

to normal buy/sell investment decisions made by such portfolio managers). While

it is expected that the Adviser will generally seek to vote proxies over which

the Adviser exercises voting authority in a uniform manner for all the

Adviser's clients, the Committee, in conjunction with a Fund's portfolio

manager, may determine that the Fund's specific circumstances require that its

proxies be voted differently.
D-10
===============================================================================
To assist the Adviser in voting proxies, the Committee has retained

Institutional Shareholder Services ("ISS"). ISS is an independent adviser that

specializes in providing a variety of fiduciary-level proxy-related services to

institutional investment managers, plan sponsors, custodians, consultants, and

other institutional investors. The services provided to the Adviser by ISS

include in-depth research, voting recommendations (although the Adviser is not

obligated to follow such recommendations), vote execution, and recordkeeping.

ISS will also assist the Fund in fulfilling its reporting and recordkeeping

obligations under the Investment Company Act.
The Adviser's Proxy Voting Procedures also address special circumstances that

can arise in connection with proxy voting. For instance, under the Proxy Voting

Procedures, the Adviser generally will not seek to vote proxies related to

portfolio securities that are on loan, although it may do so under certain

circumstances. In addition, the Adviser will vote proxies related to securities

of foreign issuers only on a best efforts basis and may elect not to vote at

all in certain countries where the Committee determines that the costs

associated with voting generally outweigh the benefits. The Committee may at

any time override these general policies if it determines that such action is

in the best interests of a Fund.
From time to time, the Adviser may be required to vote proxies in respect of an

issuer where an affiliate of the Adviser (each, an "Affiliate"), or a money

management or other client of the Adviser, including investment companies for

which the Adviser provides investment advisory, administrative and/or other

services (each, a "Client"), is involved. The Proxy Voting Procedures and the

Adviser's adherence to those procedures are designed to address such conflicts

of interest. The Committee intends to strictly adhere to the Proxy Voting

Procedures in all proxy matters, including matters involving Affiliates and

Clients. If, however, an issue representing a non-routine matter that is

material to an Affiliate or a widely known Client is involved such that the

Committee does not reasonably believe it is able to follow its guidelines (or

if the particular proxy matter is not addressed by the guidelines) and vote

impartially, the Committee may, in its discretion for the purposes of ensuring

that an independent determination is reached, retain an independent fiduciary

to advise the Committee on how to vote or to cast votes on behalf of the

Adviser's clients.
In the event that the Committee determines not to retain an independent

fiduciary, or it does not follow the advice of such an independent fiduciary,

the Committee may pass the voting power to a subcommittee, appointed by EIPOC

(with advice from the Secretary of the Committee), consisting solely of

Committee members selected by EIPOC. EIPOC shall appoint to the subcommittee,

where appropriate, only persons whose job responsibilities do not include

contact with the Client and whose job evaluations would not be affected by the

Adviser's relationship with the Client (or failure to retain such

relationship). The subcommittee shall determine whether and how to vote all

proxies on behalf of the Adviser's clients or, if the proxy matter is, in their

judgment, akin to an investment decision, to defer to the applicable portfolio

managers, provided that, if the subcommittee determines to alter the Adviser's

normal voting guidelines or, on matters where the Adviser's policy is case-by-

case, does not follow the voting recommendation of any proxy voting service or

other independent fiduciary that may be retained to provide research or advice

to the Adviser on that matter, no proxies relating to the Client may be voted

unless the Secretary, or in the Secretary's absence, the Assistant Secretary of

the Committee concurs that the subcommittee's determination is consistent with

the Adviser's fiduciary duties.
In addition to the general principles outlined above, the Adviser has adopted

voting guidelines with respect to certain recurring proxy issues that are not

expected to involve unusual circumstances. These policies are guidelines only,

and the Adviser may elect to vote differently from the recommendation set forth

in a voting guideline if the Committee determines that it is in a Fund's best

interest to do so. In addition, the guidelines may be reviewed at any time upon

the request of a Committee member and may be amended or deleted upon the vote

of a majority of Committee members present at a Committee meeting at which

there is a quorum.
D-11
===============================================================================
The Adviser has adopted specific voting guidelines with respect to the

following proxy issues:
* Proposals related to the composition of the board of directors of issuers

other than investment companies.As a general matter, the Committee believes

that a company's board of directors (rather than shareholders) is most

likely to have access to important, nonpublic information regarding a

company's business and prospects, and is, therefore, best-positioned to set

corporate policy and oversee management. The Committee, therefore, believes

that the foundation of good corporate governance is the election of

qualified, independent corporate directors who are likely to diligently

represent the interests of shareholders and oversee management of the

corporation in a manner that will seek to maximize shareholder value over

time. In individual cases, the Committee may look at a nominee's number of

other directorships, history of representing shareholder interests as a

director of other companies or other factors, to the extent the Committee

deems relevant.
* Proposals related to the selection of an issuer's independent auditors.As a

general matter, the Committee believes that corporate auditors have a

responsibility to represent the interests of shareholders and provide an

independent view on the propriety of financial reporting decisions of

corporate management. While the Committee will generally defer to a

corporation's choice of auditor, in individual cases, the Committee may

look at an auditors' history of representing shareholder interests as

auditor of other companies, to the extent the Committee deems relevant.
* Proposals related to management compensation and employee benefits.As a

general matter, the Committee favors disclosure of an issuer's compensation

and benefit policies and opposes excessive compensation, but believes that

compensation matters are normally best determined by an issuer's board of

directors, rather than shareholders. Proposals to "micro-manage" an

issuer's compensation practices or to set arbitrary restrictions on

compensation or benefits will, therefore, generally not be supported.
* Proposals related to requests, principally from management, for approval of

amendments that would alter an issuer's capital structure.As a general

matter, the Committee will support requests that enhance the rights of

common shareholders and oppose requests that appear to be unreasonably

dilutive.
* Proposals related to requests for approval of amendments to an issuer's

charter or by-laws.As a general matter, the Committee opposes poison pill

provisions.
* Routine proposals related to requests regarding the formalities of

corporate meetings.
* Proposals related to proxy issues associated solely with holdings of