AGREEMENT FOR COOPERATIVE AND JOINT USE OF PERSONNEL, PROPERTY AND
SERVICES BETWEEN THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED
STATES AND AXA ADVISORS, LLC
Agreement made as of the 21st day of September, 1999 between THE
EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York stock life
insurance company ("Equitable Life") and AXA ADVISORS, LLC, a Delaware limited
liability company ("AXA Advisors").
WHEREAS, both Equitable Life and AXA Advisors are wholly-owned
subsidiaries of AXA Financial, Inc.;
WHEREAS, AXA Advisors distributes variable life insurance and annuity
contracts issued by Equitable Life and shares of investment companies to which
Equitable Life acts as investment advisor, as well as various other securities,
products and services;
WHEREAS, AXA Advisors desires to utilize Equitable Life personnel,
property and services in carrying out its management, administrative and other
corporate functions and Equitable Life is willing to furnish the same on the
terms and conditions hereinafter set forth;
WHEREAS, Equitable Life desires to be reimbursed for its costs and
expenses incurred in rendering such services; and
WHEREAS, both Equitable Life and AXA Advisors desire to enter into an
agreement that supersedes the Clerical and Personnel Services Agreement dated
June 15, 1983 and the Shared Facilities and Personnel Agreement dated December
14, 1971 between Equitable Life and Equico Securities, Inc. (whose successor, EQ
Financial Consultants, Inc., merged with and into AXA Advisors on September 20,
1999);
NOW, THEREFORE, the parties do hereby agree as follows:
1. Equitable Life from time to time may provide, as available, to AXA
Advisors the personnel, property and services reasonably necessary to perform
its management, administrative and other corporate functions, including (but not
limited to) the following:
a) general corporate and management functions, such as corporate
finance, strategic planning, accounting, tax, auditing, legal,
human resources, corporate and financial communications, marketing,
public relations and advertising, risk management, communications,
technology, data processing, and corporate secretarial;
b) distribution of variable life insurance and annuity contracts
issued by Equitable Life and shares of investment companies to
which Equitable Life acts as investment advisor, as well as various
other securities, products and services;
c) solicitation of orders for purchases of contracts, securities,
products and services distributed by AXA Advisors, including
through the mailing of
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prospectuses and other informational materials to AXA Advisors
account holders, Equitable Life policyholders, and their
beneficiaries;
d) processing of payments and disbursements to registered
representatives; and
e) licensing and supervision of registered representatives
to ensure compliance with legal requirements imposed by the NASD,
SEC, and other regulatory authorities.
2. a) Equitable Life shall permit AXA Advisors to include copies of
prospectuses and other informational materials in such of Equitable Life's
routine mailings to policyholders and beneficiaries as Equitable Life and AXA
Advisors shall mutually agree upon.
b) Equitable Life shall also cause such of its agents or employees as
shall be agreed upon between the parties from time to time to become qualified,
at AXA Advisors' expense, as registered representatives of AXA Advisors to
solicit orders for the purchase of securities through the use of prospectuses
and other informational materials provided by AXA Advisors, in accordance with
the solicitation procedures specified by AXA Advisors. Each of these registered
representatives shall be subject to the supervision of and the compliance
procedures imposed by AXA Advisors, and Equitable Life agrees to cooperate with
AXA Advisors in insuring compliance by each of these registered representatives
with such procedures.
3. The services provided by Equitable Life under this Agreement shall not
include any services provided to AXA Advisors by Equitable Life pursuant to
separate agreements.
4. AXA Advisors shall pay Equitable Life the actual costs (direct and
indirect) and expenses incurred by Equitable Life in furnishing personnel,
property and services pursuant to this Agreement. In determining the basis for
the apportionment of costs and expenses, specific identification or estimates
based on time, company assets, square footage or any other mutually agreeable
method providing for a fair and reasonable allocation of costs and expenses may
be used provided such method is in conformity with generally accepted accounting
principles and with the requirements of Section 1505(a) of the New York
Insurance Law and New York Insurance Department Regulation No. 33. The charge to
each party for such apportioned expenses shall be at cost as described in this
Section 4.
5. Within 45 days after the end of each calendar quarter, and more often
if desired, Equitable Life shall submit to AXA Advisors a statement of
apportioned expenses showing the basis for the apportionment of each item.
Settlement, which shall be on a cost basis, shall be made 30 days thereafter.
The statement of apportioned expenses shall set forth in reasonable detail the
nature of the costs and expenses being apportioned and other relevant
information to support the charges. Notwithstanding any provision to the
contrary contained herein, the parties may extend or modify any settlement date
or other deadline in this Section 5 or elsewhere in this Agreement by mutual
agreement.
6. Each party shall have the right to conduct an audit of the books,
records and accounts of the other party upon giving reasonable notice of its
intent to conduct such an audit. In the event of such audit, each party shall
give to the other party reasonable cooperation and access to all books, records
and accounts necessary to the audit.
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7. Each party shall be and remain sole owner of its records, including
but not limited to business and corporate records, regardless of the use or
possession by either party of the other party's records. Equitable Life and AXA
Advisors shall each individually maintain separate books, accounts and records
in respect to personnel, property and services provided under this Agreement and
shall cooperate and use reasonable efforts to prepare and/or obtain in a timely
fashion any and all books, accounts, records or other documentation as may be
necessary or desirable in connection with this Agreement and/or the personnel,
property or services provided hereunder.
8. The books, accounts and records of Equitable Life and AXA Advisors as
to all transactions between them under this Agreement shall be maintained so as
to clearly and accurately disclose the nature and details of the transactions,
including such accounting information as is necessary to support the
reasonableness of the charges under this Agreement.
9. Should an irreconcilable difference of opinion between Equitable Life
and AXA Advisors arise as to the interpretation of any matter respecting this
Agreement, it is hereby mutually agreed that such differences shall be submitted
to arbitration as the sole remedy available to both parties. Such arbitration
shall be in accordance with the rules of the American Arbitration Association,
the arbitrators shall have extensive experience in the insurance industry, and
the arbitration shall take place in New York, New York.
10. The term of this Agreement shall commence as of the effective date of
this Agreement and continue until terminated by either party on not less than 60
days prior written notice to the other party or by an agreement in writing
signed by both parties specifying the effective date of termination.
11. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of New York.
12. The requirements of Equitable Life shall take precedence over the
requirements of AXA Advisors under this Agreement, and Equitable Life shall
furnish personnel, property and services to AXA Advisors only when Equitable
Life has available capacity to do so.
13. This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of the parties hereto.
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
By: /s/Kevin R. Byrne
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Name: Kevin R. Byrne
Title: Senior Vice President & Treasurer
AXA ADVISORS, LLC
By: /s/Michael F. McNelis
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Name: Michael F. McNelis
Title: President & COO
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