EXHIBIT 6(c)
DISTRIBUTION AGREEMENT
CLASS IA SHARES
EQUITABLE DISTRIBUTORS, INC.
AGREEMENT, dated as of April 14, 1997 by and between EQ Advisors
Trust (the "Trust") and Equitable Distributors, Inc. ("EDI").
W I T N E S S E T H:
WHEREAS, the Trust is a Delaware business trust whose shareholders
are and will be separate accounts in unit investment trust form ("Eligible
Separate Accounts") of insurance companies ("Participating Insurance
Companies"); and
WHEREAS, such Participating Insurance Companies issue, among other
products, variable insurance and annuity products ("Variable Products") whose
net premiums, contributions or other considerations may be allocated to
Eligible Separate Accounts for investment in the Trust; and
WHEREAS, the Trust's Class IA shares will not be sold except in
connection with such Variable Products or directly to tax-qualified pension
and retirement plans ("Qualified Plans") outside the separate account context;
and
WHEREAS, the Trust desires that EDI undertake marketing activities
with respect to the Class IA Shares of the Trust's constituent series or
investment portfolios ("Portfolios") Portfolios; and
WHEREAS, the Trust is registered as an open-end investment company
under the Investment Company Act of 1940 ("Investment Company Act"); and
WHEREAS, the Investment Company Act prohibits any principal
underwriter for a registered open-end management investment company from
offering for sale, selling, or delivering after sale any security of which
such company is the issuer, except pursuant to a written contract with such
investment company, and EDI will be a distributor for sale of the Class IA
shares issued by the Trust; and
WHEREAS, EDI is registered as a broker-dealer under the Securities
Exchange Act of 1934, as amended, ("Securities Exchange Act") and is a member
of the National Association of Securities Dealers, Inc. ("NASD").
NOW THEREFORE, the Trust and EDI agree as follows:
Section 1. The Trust has adopted a form of Participation Agreement,
which was approved by the Board of Trustees of the Trust. This Agreement shall
be subject to the provisions of the form of Participation Agreement, the terms
of which are incorporated herein by reference, made a part hereof and
controlling. The form of Participation Agreement may be amended or superseded,
without prior notice, and this Agreement shall be deemed amended to the extent
the form of Participation Agreement is amended or superseded. EDI represents
and warrants that it will act in
a manner consistent with such form of Participation Agreement as it is
currently set forth and as it may be amended or superseded, so long as EDI
serves as the principal underwriter of the Class IA shares and Class IB shares
of the Trust (collectively, "Shares").
Section 2. EDI is hereby authorized, from time to time, to enter into
separate written agreements ("Sales Agreements" or, individually, a "Sales
Agreement"), on terms and conditions not inconsistent with this Agreement,
with Participating Insurance Companies which have Eligible Separate Accounts
and which agree to participate in the distribution of the Trust's Class IA
shares, directly or through affiliated broker dealers by means of distribution
of Variable Products and to use their best efforts to solicit applications for
Variable Products. EDI may not enter into any Sales Agreement with any
Participating Insurance Company that is more favorable than that maintained
with any other Participating Insurance Company and Eligible Separate Account,
except that not all Portfolios of the Trust need be made available for
investment by all Participating Insurance Companies, Eligible Separate
Accounts or Variable Products. The Board of Trustees of the Trust may, in its
sole discretion, determine that certain Portfolios and classes of shares of
the Trust shall be available only to certain types of Variable Products or to
a single Participating Insurance Company and its affiliates.
Section 3. Such Participating Insurance Companies and their agents or
representatives soliciting applications for Variable Products shall be duly
and appropriately licensed, registered or otherwise qualified for the sale of
Variable Products under any applicable insurance laws and any applicable
securities laws of one or more states or other jurisdictions in which Variable
Products may be lawfully sold. Each such Participating Insurance Company
shall, when required by law, be both registered as a broker-dealer under the
Securities Exchange Act and a member of the NASD. Each such Participating
Insurance Company shall agree to comply with all laws and regulations, whether
federal or state, and whether relating to insurance, securities or other
general areas, including but not limited to the recordkeeping and sales
supervision requirements of such laws and regulations.
Section 4. The Trust's shares are divided into series or Portfolios,
each representing a different portfolio of investments. Each Portfolio is
further divided into Class IA and Class IB shares. The Trust's Portfolios and
any restrictions on availability for Class IA shares relating thereto are set
forth in Schedule A hereto, which may be amended from time to time.
Purchases and redemptions of the Trust's Class IA shares of each
Portfolio shall be at the net asset value therefor, computed as set forth in
the most recent relevant Prospectus and Statement of Additional Information
relating to the Trust's Class IA contained in its Registration Statement on
Form N-1A, or any amendments thereto (respectively, "Trust Prospectus" and
"SAI"), and any supplements thereto and shall be submitted by the
Participating Insurance Company to the Trust's transfer agent pursuant to
procedures and in accordance with payment provisions adopted by EDI and the
Trust from time to time. The Trust's Class IA shares may not be sold or
transferred, except to an Eligible Separate Account or Qualified Plan, without
the prior approval of the Trust's Board of Trustees.
Section 5. The Trust shall not pay any compensation to EDI for
services as a distributor
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hereunder, nor shall the Trust reimburse EDI for any expenses related to such
services. EDI may, but need not, pay or charge Participating Insurance
Companies pursuant to Sales Agreements, as described in Section 2 hereof.
Section 6. The Trust represents to EDI that the Trust Prospectus and
SAI, as of their respective effective dates, contain all statements and
information which are required to be stated therein by the Securities Act of
1933, as amended ("Securities Act"), and in all respects conform to the
requirements thereof, and neither the Trust Prospectus nor the SAI include any
untrue statement of a material fact or omit to state any material fact
required to be stated therein or necessary to make the statements therein not
misleading; provided, however, that the foregoing representations shall not
apply to information contained in or omitted from the Trust Prospectus and SAI
in reliance upon, and in conformity with, written information furnished by EDI
specifically for use in the preparation thereof.
In this connection, EDI acknowledges that the day-to-day operations
of the Trust, including without limitation, investment management, securities
brokerage allocation, cash control, accounting, recordkeeping and other
administrative, marketing and regulatory compliance functions, are carried on
and may in the future be carried on by The Equitable Life Assurance Society of
the United States ("Equitable"), affiliates of Equitable, and other parties
unaffiliated with Equitable on behalf of the Trust (collectively, the
"Preparing Parties"), under various agreements and arrangements, and that such
activities in large measure provide the basis upon which statements and
information are included or omitted from the Trust Prospectus and SAI. EDI
further acknowledges that because of the foregoing arrangements, the
preparation of the Trust Prospectus and SAI is substantially in the control of
the Preparing Parties, subject to the broad supervisory authority and
responsibility of the Trust's Board of Trustees, and that, essentially, the
only Trust Prospectus or SAI information not independently known to, or
prepared by, the Preparing Parties is personal information as to each
Trustee's full name, age, background, business experience and other personal
information that may require disclosures under securities laws and for which
the Preparing Parties necessarily must rely on each such Trustee to produce.
Section 7. The Trust will periodically prepare Prospectuses (and, if
applicable, SAIs) and any supplements thereto, proxy materials and annual and
semi-annual reports (collectively, the "Documents") and shall, in accordance
with the form of Participation Agreement, provide sufficient copies of such
Documents or shall make camera ready copy available to EDI for reproduction by
EDI or the Participating Insurance Companies. With respect to Documents
provided to existing owners of Variable Products, the cost of preparing,
printing, mailing or otherwise distributing such Documents shall be borne by
the Trust. With respect to the Trust's Class IA shares, the Trust shall not
pay the cost of printing, mailing or otherwise distributing such Documents
except as specified in this Section 7. The Trust will use its best efforts to
provide notice to EDI of anticipated filings or supplements. EDI or the
Participating Insurance Companies may alter the form of some or all of the
Documents, with the prior approval of the Trust's officers and legal counsel.
Any preparation costs associated with altering the form of the Documents will
be borne by EDI or the Participating Insurance Companies, not the Trust.
Section 8. EDI and officers of the Trust may, from time to time,
authorize descriptions of
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the Trust for use in sales literature or advertising by the Participating
Insurance Companies (including brochures, letters, illustrations and other
similar materials, whether transmitted directly to potential applicants or
published in print or audio-visual media), which authorization will not be
unreasonably withheld or delayed.
Section 9. EDI shall furnish to the Trust, at least quarterly,
reports as to the sales of Trust's Class IA shares made pursuant to this
Agreement. These reports may be combined with any similar report prepared by
EDI or any of the Preparing Parties.
Section 10. EDI shall submit to all regulatory and administrative
bodies having jurisdiction over the operations of EDI, the Trust, or any
Participating Insurance Company, present or future, any information, reports
or other material which any such body by reason of this Agreement may request
or require as authorized by applicable laws or regulations.
Section 11. This Agreement shall be subject to the provisions of the
Investment Company Act, the Securities Exchange Act and the Securities Act and
the rules, regulations, and rulings thereunder and of the NASD, from time to
time in effect, including such exemptions and no-action positions as the
Securities and Exchange Commission or its staff may grant, and the terms
hereof shall be interpreted and construed in accordance therewith. Without
limiting the generality of the foregoing, (a) the term "assigned" shall not
include any transaction exempted from section 15(b)(2) of the Investment
Company Act and (b) the vote of the persons having voting rights in respect of
the Trust referred to in Section 12 shall be the affirmative votes of the
lesser of (i) the holders of more than 50% of all votes in respect of Class IA
shares entitled to be cast in respect of the Trust or (ii) the holders of at
least 67% of the votes in respect of Class IA shares which are present at a
meeting of such persons if the holders of more than 50% of all votes in
respect of Class IA shares entitled to be cast in respect of the Trust are
present or represented by proxy at such meeting, in either case voted in
accordance with the provisions contained in the form of Participation
Agreement or any policies on conflicts adopted by the Trust's Board of
Trustees.
Section 12. This Agreement shall continue in effect only so long as
such continuance is specifically approved at least annually by a majority of
the Trustees of the Trust who are not interested persons of the Trust or EDI
("Independent Trustees") and by (a) persons having voting rights in respect of
the Trust, by the vote stated in Section 11, voted in accordance with the
provisions contained in the form of Participation Agreement or any policies on
conflicts adopted by the Board of Trustees of the Trust, or (b) the Board of
Trustees of the Trust. This Agreement may be terminated at any time, without
penalty, by a majority of the Independent Trustees or by persons having voting
rights in respect of the Trust by the vote stated in Section 11.
Section 13. This Agreement shall terminate automatically if it shall
be assigned.
Section 14. The Trust shall indemnify and hold harmless EDI from any
and all losses, claims, damages or liabilities (or actions in respect thereof)
to which EDI may be subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or result from
negligent, improper, fraudulent or unauthorized acts or omissions by the Trust
or its officers, trustees, agents or representatives, other than acts or
omissions caused directly or indirectly by
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EDI.
EDI will indemnify and hold harmless the Trust, its officers,
trustees, agents and representatives against any losses, claims, damages or
liabilities, to which the Trust its officers, trustees, agents and
representatives may become subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of any material fact
contained in the Trust Prospectus and/or SAI or any supplements thereto; (ii)
the omission or alleged omission to state any material fact required to be
stated in the Trust Prospectus and/or SAI or any supplements thereto or
necessary to make the statements therein not misleading; or (iii) other
misconduct or negligence of EDI in its capacity as a principal underwriter of
the Trust's Class IA shares and will reimburse the Trust, its officers,
Trustees, agents and representatives for any legal or other expenses
reasonably incurred by any of them in connection with investigating or
defending against such loss, claim, damage, liability or action; provided,
however, that EDI shall not be liable in any such instance to the extent that
any such loss, claim, damage or liability arises out of or is based upon an
untrue statement or alleged untrue statement or omission or alleged omission
made in the Trust Prospectus and/or SAI or any supplement in good faith
reliance upon and in conformity with written information furnished by the
Preparing Parties specifically for use in the preparation of the Trust
Prospectus and/or SAI.
Section 15. A copy of the Amended and Restated Agreement and
Declaration of Trust of the Trust is on file with the Secretary of State of
Delaware and notice is given hereby that this Agreement is executed on behalf
of the trustees of the Trust as trustees and not individually, and that the
obligations of or arising out of this Agreement are not binding upon any of
the trustees or shareholders individually but are binding only upon the assets
and property of each Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
EQ ADVISORS TRUST
By: /s/
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Xxxxx X. Xxxxx
President and Trustee
EQUITABLE DISTRIBUTORS, INC.
By: /s/
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Xxxxxx X. Xxxxxx
Chairman of the Board
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SCHEDULE A
Portfolios of
EQ Advisors Trust
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X. Xxxx Price International Stock Portfolio
X. Xxxx Price Equity Income Portfolio
EQ/Xxxxxx Growth & Income Value Portfolio
EQ/Xxxxxx International Equity Portfolio
EQ/Xxxxxx Investors Growth Portfolio
EQ/Xxxxxx Balanced Portfolio
MFS Research Portfolio
MFS Emerging Growth Companies Portfolio
Xxxxxx Xxxxxxx Emerging Markets Equity Portfolio
Warburg Pincus Small Company Value Portfolio
Xxxxxxx Xxxxx World Strategy Portfolio
Xxxxxxx Xxxxx Basic Value Equity Portfolio
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