Exhibit (e)(2)
DISTRIBUTION AGREEMENT
BETWEEN
EQUITABLE TRUST
AND
EQUITABLE DISTRIBUTORS, INC.
(Applicable to Class A, Class B1, Class B2, Class B3,
Class C and Class Z Shares)
THIS AGREEMENT made this 15th day of May, 2001, by and between
EQUITABLE TRUST, a Delaware business trust (the "Trust"), with respect to the
series of beneficial interest set forth on Appendix A to this Agreement, and any
applicable classes thereof, (a "Fund",), and AXA ADVISORS, LLC, a Delaware
corporation (the "Distributor").
W I T N E S S E T H:
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In consideration of the mutual covenants herein contained and other
good and valuable consideration, the receipt whereof is hereby acknowledged, the
parties hereto agree as follows:
FIRST:
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The Trust on behalf of the Fund hereby appoints the Distributor and
such affiliates of the Distributor as enter into similar agreements as its
exclusive agents for the sale of shares of the Fund to the public directly
and/or through investment dealers and financial institutions in the United
States and throughout the world.
SECOND:
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The Trust shall not sell any shares of the Fund except through one of
its agents and under the terms and conditions set forth in paragraph FOURTH
below. Notwithstanding the provisions of the foregoing sentence, however, this
appointment does not preclude sales of shares of the Fund directly through the
Funds' transfer agent(s) in the manner set forth in a Fund's Registration
Statement. As used in this Agreement, the term "Registration Statement" shall
mean the currently effective registration statement of the Fund, and any
supplements thereto, under the Securities Act of 1933 (the "1933 Act"), and the
Investment Company Act of 1940, as amended (the "1940 Act").
THIRD:
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The Distributor hereby accepts appointment as agent for the sale of the
shares of the Fund and agrees that it will use its best efforts to sell such
shares; provided, however, that:
o the Distributor may, and when requested by the Trust on behalf of the Fund
shall, suspend its efforts to effectuate such sales at any time when, in
the opinion of the Distributor or of the Trust, no sales should be made
because of market or other economic considerations or abnormal
circumstances of any kind; and
o the Trust may withdraw the offering of the shares of the Fund (i) at any
time with the consent of the Distributor, or (ii) without such consent when
so required by the provisions of any statute or
of any order, rule or regulation of any governmental body having
jurisdiction. It is mutually understood and agreed that the Distributor
does not undertake to sell any specific amount of the shares of the Fund.
The Trust shall have the right to specify minimum amounts for initial and
subsequent orders for the purchase of shares of the Fund.
FOURTH:
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The public offering price of Class A, Class B1, Class B2, Class B3
(Class B1, Class B2 and Class B3 are together "Class B"), Class C and Class Z
shares of the Fund (the "offering price") shall be the net asset value per share
of the Fund plus a sales charge, if any. Net asset value per share shall be
determined in accordance with the provisions of the Registration Statement of
the Fund.
As compensation for its service activities under this Agreement with
respect to Class A, Class B and Class C shares, the Distributor shall receive
from the Trust a service fee, based on the amount of sales of such shares
attributable to the Distributor, at the rate and under the terms and conditions
of the distribution plan adopted by the Trust on behalf of the Fund pursuant to
Rule 12b-1 under the 1940 Act (the "12b-1 Plan"), as such Plan is amended from
time to time, and subject to any further limitations on such fee as the Board of
Trustees may impose.
As compensation for its activities under this Agreement with respect to
the distribution of Class A and Class C shares, the Distributor shall retain the
initial sales charges, if any, based on the amount of sales of such shares
attributable to the Distributor, on purchases of Class A and Class C shares as
set forth in the Registration Statement. The Distributor is authorized to
collect the gross proceeds derived from the sale of the Class A and Class C
shares, remit the net asset value thereof to the Trust upon receipt of the
proceeds and retain the initial sales charge, if any.
As compensation for its activities under this Agreement with respect to
the distribution of the Class A, Class B and Class C shares, the Distributor
shall receive all contingent deferred sales charges, based on the amount of
sales of such shares attributable to the Distributor, imposed on redemptions of
Class A, Class B and Class C shares of the Fund. Whether and at what rate a
contingent deferred sales charge will be imposed with respect to a redemption
shall be determined in accordance with, and in the manner set forth in, the
Registration Statement.
As compensation for its activities under this Agreement with respect to
the distribution of the Class B and Class C shares, the Distributor shall
receive from the Trust a distribution fee, based on the amount of sales of such
shares attributable to the Distributor, at the rate and under the terms and
conditions of the 12b-1 Plan, as such Plan is amended from time to time, and
subject to any further limitations on such fee as the Board of Trustees may
impose.
The Distributor may reallow any or all of the initial sales charges,
contingent deferred sales charges, or service fees which it is paid under this
Agreement with respect to Class A, Class B or Class C shares to such dealers as
the Distributor may from time to time determine. The Trust shall have no
obligation to compensate or reimburse the Distributor for any services performed
by it hereunder with respect to Class Z shares.
FIFTH:
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The Distributor shall act as agent of the Trust on behalf of the Fund
in connection with the sale and repurchase of shares of the Fund. Except with
respect to such sales and repurchases, the Distributor shall act as principal in
all matters relating to the promotion of the sale of shares of the Fund and
shall enter into all of its own engagements, agreements and contracts as
principal on its own account. The Distributor may enter into agreements with
investment dealers and financial institutions selected by the Distributor,
authorizing such investment dealers and financial institutions to offer and
sell shares of the Fund to the public upon the terms and conditions set forth
therein, which shall not be inconsistent with the provisions of this Agreement.
Each agreement shall provide that the investment dealer and financial
institution shall act as a principal, and not as an agent, of the Trust on
behalf of the Fund.
SIXTH:
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The Fund shall bear:
o the expenses of qualification of shares of the Fund for sale in connection
with such public offerings in such states as shall be selected by the
Distributor, and of continuing the qualification therein until the
Distributor notifies the Trust that it does not wish such qualification
continued; and
o all legal expenses in connection with the foregoing.
SEVENTH:
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The Distributor shall bear the expenses of printing from the final
proof and distributing the Funds' prospectuses and statements of additional
information (including supplements thereto) relating to public offerings made by
the Distributor pursuant to this Agreement (which shall not include those
prospectuses and statements of additional information, and supplements thereto,
to be distributed to shareholders of the Fund), and any other promotional or
sales literature used by the Distributor or furnished by the Distributor to
dealers in connection with such public offerings, and expenses of advertising in
connection with such public offerings.
The Distributor may be reimbursed for all or a portion of such
expenses, or may receive reasonable compensation for distribution related
services, to the extent those services are deemed to be appropriate subjects for
the payment of "service fees" under Rule 2830 of the Conduct Rules of the
National Association of Securities Dealers, Inc. and permitted by the 12b-1
Plan.
EIGHTH:
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The Distributor will accept orders for the purchase of shares of the
Fund only to the extent of purchase orders actually received and not in excess
of such orders, and it will not avail itself of any opportunity of making a
profit by expediting or withholding orders. It is mutually understood and agreed
that the Trust may reject purchase orders where, in the judgment of the Trust,
such rejection is in the best interest of the Trust.
NINTH:
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The Trust, on behalf of the Fund, and the Distributor shall each comply
with all applicable provisions of the 1940 Act, the 1933 Act and all other
federal and state laws, rules and regulations governing the issuance and sale of
shares of the Fund.
TENTH:
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In the absence of willful misfeasance, bad faith, gross negligence or
reckless disregard of obligations or duties hereunder on the part of the
Distributor, the Trust on behalf of the Fund agrees to indemnify the Distributor
against any and all claims, demands, liabilities and expenses which the
Distributor may incur under the 1933 Act, or common law or otherwise, arising
out of or based upon any alleged untrue statement of a material fact contained
in any Registration Statement or prospectus of a Fund, or any omission to state
a material fact therein, the omission of which makes any statement
contained therein misleading, unless such statement or omission was made in
reliance upon, and in conformity with, information furnished to the Trust or a
Fund in connection therewith by or on behalf of the Distributor. The Distributor
agrees to indemnify the Trust and the Fund against any and all claims, demands,
liabilities and expenses which the Trust or a Fund may incur arising out of or
based upon any act or deed of the Distributor or its sales representatives which
has not been authorized by the Trust or a Fund in its prospectus or in this
Agreement.
The Distributor agrees to indemnify the Trust and the Fund against any
and all claims, demands, liabilities and expenses which the Trust or the Fund
may incur under the 1933 Act, or common law or otherwise, arising out of or
based upon any alleged untrue statement of a material fact contained in any
Registration Statement or prospectus of a Fund, or any omission to state a
material fact therein if such statement or omission was made in reliance upon,
and in conformity with, information furnished to the Trust or a Fund in
connection therewith by or on behalf of the Distributor.
Notwithstanding any other provision of this Agreement, the Distributor
shall not be liable for any errors of the Fund' transfer agent(s), or for any
failure of any such transfer agent to perform its duties.
ELEVENTH:
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Nothing herein contained shall require the Trust to take any action
contrary to any provision of its Agreement and Declaration of Trust, or to any
applicable statute or regulation.
TWELFTH:
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This Agreement shall become effective with respect to the Fund as of
the date hereof, shall continue in force and effect until May 14, 2003, and
shall continue in force and effect from year to year thereafter, provided, that
such continuance is specifically approved with respect to the Fund at least
annually (a)(i) by the Board of Trustees of the Trust or (ii) by the vote of a
majority of the outstanding voting securities (as defined in Section 2(a)(42) of
the 1940 Act), and (b) by vote of a majority of the Trust's trustees who are not
parties to this Agreement or "interested persons" (as defined in Section
2(a)(19) of the 0000 Xxx) of any party to this Agreement cast in person at a
meeting called for such purpose.
THIRTEENTH:
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This Agreement may be terminated with respect to the Fund at any time,
without the payment of any penalty, by vote of the Board of Trustees of the
Trust or by vote of a majority of the outstanding voting securities of the
applicable Fund, or by the Distributor, on sixty (60) days' written notice to
the other party.
This Agreement shall automatically terminate in the event of its
assignment, the term "assignment" having the meaning set forth in Section
2(a)(4) of the 1940 Act.
FOURTEENTH:
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Any notice under this Agreement shall be in writing, addressed and
delivered, or mailed postage prepaid, to the other party at such address as the
other party may designate for the receipt of notices. Until further notice to
the other party, it is agreed that the addresses of both the Trust and the
Distributor shall be as follows
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Law Department.
FIFTEENTH:
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Notice is hereby given that, as provided by applicable law, the
obligations of or arising out of this Agreement are not binding upon any of the
shareholders of the Trust individually, but are binding only upon the assets and
property of the Trust and that the shareholders shall be entitled, to the
fullest extent permitted by applicable law, to the same limitation on personal
liability as stockholders of private corporations for profit.
SIXTEENTH:
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This Agreement shall be deemed to be a contract made in the State of
Delaware and governed by, construed in accordance with and enforced pursuant to
the internal laws of the State of Delaware without reference to its conflicts of
laws rules.
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed in duplicate on the day and year first above written.
EQUITABLE TRUST
By: /s/ Xxxxx X. X'Xxxx
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Name: Xxxxx X. X'Xxxx
Title: President
Attest:
/s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
EQUITABLE DISTRIBUTORS, INC.
By: /s/ Xxxx X. Xxxxxx
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Name: Xxxx X. Xxxxxx
Title: Chairmant
Attest:
/s/ Xxxxxxxx Xxxxx
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Name: Xxxxxxxx Xxxxx
APPENDIX A
TO
DISTRIBUTION AGREEMENT
OF
EQUITABLE TRUST
CLASS A, CLASS B1, CLASS B2, CLASS B3, CLASS C AND CLASS Z SHARES
Equitable Money Market Fund
