MUTUAL FUNDS SERVICE AGREEMENT
FUND ACCOUNTING AND COMPLIANCE SERVICES
AXA EQUITABLE LIFE INSURANCE COMPANY
December 28, 2004
MUTUAL FUNDS SERVICE AGREEMENT
Table of Contents
Section Page
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1. Appointment 1
2. Representations and Warranties 1
3. Delivery of Documents 3
4. Services Provided 3
5. Fees and Expenses 4
6. Limitation of Liability and Indemnification 6
7. Duration and Termination 8
8. Notices 8
9. Waiver 9
10. Force Majeure 9
11. Amendments 9
12. Severability 9
13. Governing Law 9
14. Miscellaneous 10
15. Confidentiality 10
16. Signatures 10
Schedule A - Fees and Expenses A-1
Schedule B - Corporation Administration and Compliance Services
Description B-1
Schedule C - Corporation Accounting Services Description C-1
MUTUAL FUNDS SERVICE AGREEMENT
AGREEMENT made as of December 28, 2004 by and between The Enterprise Group
of Funds II, Inc. ("Corporation"), a corporation established under the laws of
the State of Maryland, and AXA Equitable Life Insurance Company ("AXA
Equitable"), a New York stock life insurance company.
WITNESSETH:
WHEREAS, the Corporation is registered as an open-end management investment
company of the series type under the Investment Company Act of 1940, as amended
(the "1940 Act"); and
WHEREAS, the Corporation wishes to contract with AXA Equitable to provide
certain accounting and compliance services with respect to the Corporation,
including its constituent Funds (the "Funds" and, each, a "Fund");
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, it is agreed between the parties hereto as follows:
1. APPOINTMENT. The Corporation hereby appoints AXA Equitable to provide
accounting and compliance services for the Corporation, as described
hereinafter, subject to the supervision of the Board of Directors of the
Corporation (the "Board") and Enterprise Capital Management, Inc., the
Corporation's manager ("Manager"), for the period and on the terms set forth in
this Agreement. XXX Xxxxxxxxx accepts such appointment and agrees to furnish the
services herein set forth in return for the compensation as provided in Section
5 of, and Schedule A to, this Agreement.
2. REPRESENTATIONS AND WARRANTIES. (a) AXA Equitable represents and
warrants to the Corporation that:
(i) AXA Equitable is a corporation, duly organized and existing
under the laws of the State of New York;
(ii) AXA Equitable is empowered under applicable laws and by its
Articles of Incorporation and By-Laws to enter into and perform this Agreement;
(iii) all requisite corporate proceedings have been taken to
authorize AXA Equitable to enter into and perform this Agreement;
(iv) AXA Equitable has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;
(v) no legal or administrative proceedings have been instituted
or threatened which would impair AXA Equitable's ability to perform its duties
and obligations under this Agreement; and
(vi) AXA Equitable's entrance into this Agreement shall not cause
a material breach or be in material conflict with any other agreement or
obligation of AXA Equitable or any law or regulation applicable to AXA
Equitable.
(b) The Corporation represents and warrants to AXA Equitable that:
(i) the Corporation is a Maryland corporation, duly organized and
existing and in good standing under the laws of the State of Maryland;
(ii) the Corporation is empowered under applicable laws and by
its Articles of Incorporation and By-Laws to enter into and perform this
Agreement;
(iii) all requisite proceedings have been taken to authorize the
Corporation to enter into and perform this Agreement;
(iv) the Corporation is an investment company properly registered
under the 1940 Act,
(v) a registration statement under the Securities Act of 1933, as
amended ("1933 Act") and the 1940 Act on Form N-1A has been filed and will be
effective and will remain effective during the term of this Agreement, and all
necessary filings under the laws of the states will have been made and will be
currant during the term of this Agreement;
(vi) no legal or administrative proceedings have been instituted
or threatened which would impair the Corporation's ability to perform its duties
and obligations under this Agreement;
(vii) the Corporation's registration statements comply in all
material respects with the 1933 Act and the 1940 Act (including the rules and
regulations thereunder) and none of the Corporation's prospectuses and/or
statements of additional information contain any untrue statement of material
fact or omit to state a material fact necessary to make the statements therein
not misleading; and
(viii) the Corporation's entrance into this Agreement shall not
cause a material breach or be in material conflict with any other agreement or
obligation of the Corporation or any law or regulation applicable to it.
3. DELIVERY OF DOCUMENTS. The Corporation will promptly furnish to AXA
Equitable such copies, properly certified or authenticated, of contracts,
documents and other related information, other than confidential documents or
information, that AXA Equitable may reasonably request or require to properly
discharge its duties. Such documents may include but are not limited to the
following:
(a) Resolutions of the Board authorizing the appointment of AXA
Equitable to provide certain services to the Corporation and approving this
Agreement;
(b) The Corporation's Articles of Incorporation;
(c) The Corporation's By-Laws;
(d) The Corporation's Notification of Registration on Form N-8A under
the 1940 Act as filed with the Securities and Exchange Commission ("SEC");
(e) The Corporation's registration statement including exhibits, as
amended, on Form N-1A (the "Registration Statement") under the 1933 Act and the
1940 Act, as filed with the SEC;
(f) Copies of the Investment Management Agreement between the
Corporation and the Manager (the "Management Agreement");
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(g) Copies of each of the Investment Advisory Agreements between the
Manager and the investment advisers;
(h) Opinions of counsel and auditors' reports;
(i) The Corporation's prospectus(es) and statement(s) of additional
information relating to all series, Funds and classes, as applicable, and all
amendments and supplements thereto (such prospectus(es) and statement(s) of
additional information and supplements thereto, as presently in effect and as
from time to time hereafter amended and supplemented, herein called the
"Prospectuses"); and
(j) Such other material agreements as the Corporation may enter into
from time to time including securities lending agreements, futures and
commodities account agreements, brokerage agreements and options agreements.
4. SERVICES PROVIDED. (a) Subject to the control, direction and supervision
of the Board and in compliance with the objectives, policies and limitations set
forth in the Corporation's Registration Statement, Articles of Incorporation and
By-Laws; applicable laws and regulations; and all resolutions and policies
implemented by the Board, AXA Equitable shall have general responsibility for
the oversight of the Corporation's accounting and compliance monitoring
operations and will provide the following services:
(i) Compliance Services , and
(ii) Corporation Accounting.
A detailed description of each of the above services is contained in Schedules B
and C, respectively, to this Agreement.
(b) AXA Equitable will also:
(i) provide, without additional cost to the Corporation except
for out-of-pocket expenses, office facilities in an appropriate location with
respect to the provision of the services contemplated herein (which may be in
the offices of AXA Equitable or a corporate affiliate of AXA Equitable);
(ii) provide or otherwise obtain, without additional remuneration
from or other cost to the Corporation except for out-of-pocket expenses,
personnel sufficient for provision of the services contemplated herein;
(iii) furnish, at no additional cost to the Corporation except
for out-of-pocket expenses, equipment and other materials, which are necessary
or desirable for provision of the services contemplated herein; and
(iv) keep records, at no additional cost to the Corporation
except for out-of-pocket expenses, relating to the services provided hereunder
in such form and manner as AXA Equitable may deem appropriate or advisable. To
the extent required by Section 31 of the 1940 Act and the rules thereunder, AXA
Equitable agrees that all such records prepared or maintained by AXA Equitable
relating to the services provided hereunder are the property of the Corporation
and will be preserved for the periods prescribed under Rule 3la-2 under the 1940
Act and made available in accordance with such Section and rules.
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(c) Sub-Contracting. AXA Equitable is hereby authorized to retain
third parties and is hereby separately authorized to delegate some or all of its
duties and obligations hereunder to such person or persons. The compensation of
such person or persons shall be paid by AXA Equitable, as applicable, and no
obligation shall be incurred on behalf of the Corporation in such respect. AXA
Equitable shall be liable to the Corporation for the acts of such third parties
as set forth in Section 6 hereunder. The division of AXA Equitable's duties and
obligations hereunder between those to be delegated and those to be performed by
AXA Equitable shall be in AXA Equitable's sole discretion and may be changed
from time to time by AXA Equitable.
5. FEES AND EXPENSES. (a) As compensation for the services rendered to the
Corporation pursuant to this Agreement, as set forth in Section 4 and in
Schedules B and C hereof, the Corporation shall pay AXA Equitable monthly fees
determined as set forth in Schedule A to this Agreement. Such fees are to be
billed monthly and shall be due and payable upon receipt of the invoice. If this
Agreement becomes effective or the provision of services under this Agreement
terminates before the end of any month, the fee for the part of the month from
the effective date to the end of the month or from the beginning of the month to
the date of such termination shall be prorated according to the proportion which
such part bears to the full monthly period and shall be payable upon the date of
such termination.
(b) For the purpose of determining fees calculated as a function of
the Corporation's net assets, the value of the Corporation's net assets shall be
computed as required by its currently effective Prospectus, generally accepted
accounting principles, and resolutions of the Board.
(c) The Corporation may request additional services, additional
processing, or special reports, with such specifications and requirements as may
be reasonably required by AXA Equitable. If AXA Equitable elects to provide such
additional services or arrange for their provision, it shall be entitled to
additional fees and expenses.
(d) AXA Equitable will bear its own expenses, in connection with the
performance of the services under this Agreement, except as provided herein or
as agreed to by the parties. The Corporation agrees to bear all expenses that
are incurred in its operation and not specifically assumed by AXA Equitable.
Such other expenses to be incurred in the operation of the Corporation and to be
borne by the Corporation, include, but are not limited to: taxes; interest;
brokerage fees and commissions; salaries and fees of officers and directors who
are not officers, directors, shareholders or employees of AXA Equitable, or the
Manager, the Corporation's investment advisers, transfer agent, or distributor,
SEC and state registration and qualification fees, levies, fines and other
charges; XXXXX filing fees, processing services and related fees; postage and
mailing costs; costs of share certificates; management, investment advisory,
transfer agency, distribution, shareholder service and administration fees;
charges and expenses of data services, independent public accountants (including
expenses of tax preparation i.e., Federal Form 1120-RIC and Form 8613) and
custodians; insurance premiums including fidelity bond premiums; legal expenses;
consulting fees; customary bank charges and fees; costs of maintenance of
corporate existence; expenses of typesetting and printing of Corporation
prospectuses for regulatory purposes and for distribution to current
shareholders of the Corporation (for classes of shares of any of the Funds that
have adopted a Rule 12b-1 plan, such classes of shares may bear the expense of
all other printing, production, and distribution of prospectuses, and marketing
materials provided to potential investors); expenses of printing and production
costs of shareholders' reports and proxy statements and materials; expenses of
proxy solicitation, proxy tabulation and Corporation shareholder meetings; costs
and expenses of Corporation stationery and forms; costs associated with
Corporation shareholder and Board meetings; trade association dues and expenses;
charges and expenses related to any computer system licensed to AXA Equitable
and used to produce Corporation shareholder reports under this Agreement,
provided, however, that the Corporation will only be responsible for a pro-rata
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share of such charges and expenses based upon the number of shareholder reports
produced by AXA Equitable utilizing this system; and any extraordinary expenses
and other customary Corporation expenses. In addition, AXA Equitable may utilize
one or more independent pricing services to obtain securities prices and to act
as backup to the primary pricing services, in connection with determining the
net asset values of the Corporation. The Corporation will reimburse AXA
Equitable for the Corporation's share of the cost of such services based upon
the actual usage, or a pro-rata estimate of the use, of the services for the
benefit of the Corporation.
(e) All fees, approved out-of-pocket expenses, or additional charges
of AXA Equitable shall be billed on a monthly basis and shall be due and payable
upon receipt of the invoice. Out-of-pocket expenses shall be considered and
approved in accordance with Expense Approval Guidelines as mutually agreed upon
by the parties hereto from time to time.
(f) AXA Equitable will render, after the close of each month in which
services have been furnished, a statement reflecting all of the charges for such
month.
(g) The Corporation must notify AXA Equitable in writing of any
contested amounts within ninety (90) days of receipt of a billing for such
amounts. Disputed amounts are not due and payable while they are being
investigated.
6. LIMITATION OF LIABILITY AND INDEMNIFICATION.
(a) AXA Equitable shall not be liable for any error of judgment or
mistake of law or for any loss or expense suffered by the Corporation, in
connection with the matters to which this Agreement relates, except for a loss
or expense caused by or resulting from or attributable to willful misfeasance,
bad faith or negligence on AXA Equitable's part (or on the part of any third
party to whom AXA Equitable has delegated any of its duties and obligations
pursuant to Section 4(c) hereunder) in the performance of its (or such third
party's) duties or from reckless disregard by AXA Equitable (or by such third
party) of its obligations and duties under this Agreement (in the case of AXA
Equitable) or under an agreement with AXA Equitable (in the case of such third
party) or, subject to Section 10 below, AXA Equitable's (or such third party's)
refusal or failure to comply with the terms of this Agreement (in the case of
AXA Equitable) or an agreement with AXA Equitable (in the case of such third
party) or its breach of any representation or warranty under this Agreement (in
the case of AXA Equitable) or under an agreement with AXA Equitable (in the case
of such third party). In no event shall AXA Equitable (or such third party) be
liable for any indirect, incidental special or consequential losses or damages
of any kind whatsoever (including but not limited to lost profits), even if AXA
Equitable (or such third party) has been advised of the likelihood of such loss
or damage and regardless of the form of action.
(b) Except to the extent that AXA Equitable may be held liable
pursuant to Section 6(a) above, AXA Equitable shall not be responsible for, and
the Corporation shall indemnify and hold AXA Equitable harmless from and against
any and all losses, damages, costs, reasonable attorneys' fees and expenses,
payments, expenses and liabilities, including but not limited to those arising
out of or attributable to:
(i) any and all actions of AXA Equitable or its officers or
agents required to be taken pursuant to this Agreement;
(ii) the reliance on or use by AXA Equitable or its officers or
agents of information, records, or documents which are received by AXA Equitable
or its officers or agents and furnished to it or them by or on behalf of the
Corporation, and which have been prepared or maintained by the Corporation or
any third party on behalf of the Corporation;
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(iii) the Corporation's refusal or failure to comply with the
terms of this Agreement or the Corporation's lack of good faith, or its actions,
or lack thereof, involving negligence or willful misfeasance;
(iv) the breach of any representation or warranty of the
Corporation hereunder;
(v) the reliance on or the carrying out by AXA Equitable or its
officers or agents of any proper instructions reasonably believed to be duly
authorized, or requests of the Corporation;
(vi) any delays, inaccuracies, errors in or omissions from
information or data provided to AXA Equitable by data services, including data
services providing information in connection with any third party computer
system licensed to AXA Equitable, and by any corporate action services, pricing
services or securities brokers and dealers;
(vii) the offer or sale of shares by the Corporation in violation
of any requirement under the Federal securities laws or regulations or the
securities laws or regulations of any state, or in violation of any stop order
or other determination or ruling by any Federal agency or any state agency with
respect to the offer or sale of such shares in such state (1) resulting from
activities, actions, or omissions by the Corporation or its other service
providers and agents, or (2) existing or arising out of activities, actions or
omissions by or on behalf of the Corporation prior to the effective date of this
Agreement;
(viii) any failure of the Corporation's registration statement to
comply with the 1933 Act and the 1940 Act (including the rules and regulations
thereunder) and any other applicable laws, or any untrue statement of a material
fact or omission of a material fact necessary to make any statement therein not
misleading in a Corporation's prospectus;
(ix) except as provided for in Schedule B.III., the actions taken
by the Corporation, its Manager, its investment advisers, and its distributor in
compliance with applicable securities, tax, commodities and other laws, rules
and regulations, or the failure to so comply, and
(x) all actions, inactions, omissions, or errors caused by third
parties to whom AXA Equitable or the Corporation has assigned any rights and/or
delegated any duties under this Agreement at the specific request of or as
required by the Corporation, its Funds, investment advisers, or Corporation
distributors.
The Corporation shall not be liable for any indirect, incidental, special
or consequential losses or damages of any kind whatsoever (including but not
limited to lost profits) even if the Corporation has been advised of the
likelihood of such loss or damage and regardless of the form of action, except
when the Corporation is required to indemnify AXA Equitable pursuant to this
Agreement.
7. DURATION AND TERMINATION. (a) This Agreement shall become effective on
the date first written above. Unless sooner terminated as provided in this
Section 7(a), this Agreement shall continue in effect until one year after the
date first written above. Thereafter, if not terminated, this Agreement shall
continue automatically for successive terms of one year, provided that such
continuance is specifically approved at least annually (a) by a vote of a
majority of those members of the Board who are not parties to this Agreement or
"interested persons" of such party, cast in person at a meeting called for the
purpose of voting on such approval, and (b) by the Board or by a vote of a
"majority of the outstanding voting securities" of the Corporation; provided,
however, that this Agreement may be terminated by the Corporation at
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any time, without the payment of any penalty, by vote of a majority of the
entire Board or a vote of a "majority of the outstanding voting securities" of
the Corporation, on sixty (60) days' prior written notice to AXA Equitable or by
AXA Equitable at any time, without the payment of any penalty, on sixty (60)
days' prior written notice to the Corporation. (As used in this Agreement, the
terms "majority of the outstanding voting securities" and "interested persons"
shall have the same meaning as such terms have in the 1940 Act. Upon termination
of this Agreement, the Corporation shall pay to AXA Equitable such compensation
and any documented and agreed upon out-of-pocket or other reimbursable expenses
which may become due or payable under the terms hereof as of the date of
termination or after the date that the provision of services ceases, whichever
is later.
8. NOTICES. Any notice required or permitted hereunder shall be in writing
and shall be deemed effective on the date of personal delivery (by private
messenger, courier service or otherwise) or upon confirmed receipt of telex or
facsimile, whichever occurs first, or upon receipt, if by mail to the parties at
the following address (or such other address as a party may specify by notice to
the other):
If to the Corporation:
The Enterprise Group of Funds II, Inc.
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxxx X. Xxxxxxxxx
Fax: (000) 000-0000
If to AXA Equitable:
AXA Equitable Life Insurance Company
0000 Xxxxxx xx xxx Xxxxxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxxx X. Xxxxx
Fax: (000) 000-0000
9. WAIVER. The failure of a party to insist upon strict adherence to any
term of this Agreement on any occasion shall not be considered a waiver nor
shall it deprive such party of the right thereafter to insist upon strict
adherence to that term or any term of this Agreement. Any waiver must be in
writing signed by the waiving party.
10. FORCE MAJEURE. In the event AXA Equitable is unable to perform its
obligations or duties under the terms of this Agreement because of any act of
God, strike, riot, act of war, equipment failure, power failure or damage or
other causes reasonably beyond its control, AXA Equitable shall not be liable
for any loss, damage, cost, charge, counsel fee, payment, expense or liability
to any other party (whether or not a party to this Agreement) resulting from
such failure to perform its obligations or duties under this Agreement or
otherwise from such causes. This provision, however, shall in no way excuse AXA
Equitable from liability to the Corporation for any and all losses, damages,
costs, charges, counsel fees, payments and expenses, except for any indirect,
incidental, special or consequential losses or damages of any kind whatsoever
(including but not limited to lost profits), incurred by the Corporation due to
the non-performance or delay in performance by AXA Equitable of its duties and
obligations under this Agreement if such non-performance or delay in performance
could have been reasonably prevented by AXA Equitable through back-up systems
and other procedures commonly employed by other administrators in the mutual
fund industry, provided that AXA Equitable shall have the right, at all times,
to mitigate or cure any losses.
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11. AMENDMENTS. This Agreement may be modified or amended from time to time
by mutual written agreement between the parties, provided that any material
modification or amendment is approved as set forth in Section 7(a) of this
Agreement. No provision of this Agreement may be changed, discharged, or
terminated orally, but only by an instrument in writing signed by the party
against which enforcement of the change, discharge or termination is sought.
12. SEVERABILITY. If any provision of this Agreement is invalid or
unenforceable, the balance of the Agreement shall remain in effect, and if any
provision is inapplicable to any person or circumstance it shall nevertheless
remain applicable to all other persons and circumstances.
13. GOVERNING LAW. This Agreement shall be governed by the substantive laws
of the State of New York.
14. MISCELLANEOUS. In performing its services hereunder, AXA Equitable
shall be entitled to rely on any oral or written instructions, notices or other
communications, including electronic transmissions, from the Corporation and its
custodians, officers and directors, investors, agents and other service
providers which AXA Equitable reasonably believes to be genuine, valid and
authorized. AXA Equitable shall also be entitled to consult with and rely on the
advice and opinions of outside legal counsel retained by the Corporation, as
necessary or appropriate.
15. CONFIDENTIALITY. XXX Xxxxxxxxx agrees that, except as otherwise
required by law or in connection with any required disclosure to a regulatory
authority or for purposes of performing its obligations hereunder, it will keep
confidential all records and information in its possession relating to the
Corporation or its shareholders and will not disclose any confidential
information except at the request or with the written consent of the
Corporation.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their officers designated below as of the date first written above.
THE ENTERPRISE GROUP OF FUNDS II, INC.
By: /s/ Xxxxxxx X. Xxxxxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxxxxx
Title: Treasurer and Chief Financial Officer
AXA EQUITABLE LIFE INSURANCE COMPANY
By: /s/ Xxxxxx X. Xxxxx
----------------------------------------
Name: Xxxxxx X. Xxxxx
Title: Senior Vice President
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE A
FEES AND EXPENSES
Corporation Accounting and Compliance Fees
A. For the services rendered under this Agreement, the Corporation shall
pay to AXA Equitable an annual fee in accordance with the following
schedule:
(i) [0.035% of the average daily net assets of the Corporation]:
B. The foregoing calculations are based on the average daily net assets
of the Corporation, as described. The fees will be computed, billed
and payable monthly.
C. Approved out-of-pocket expenses, as provided in Section 5, will be
computed, billed and payable monthly.
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE B
GENERAL DESCRIPTION OF COMPLIANCE SERVICES
I. General
A. Perform services necessary to assist the Corporation's Chief
Compliance Officer in implementing the Corporation's Compliance
Program pursuant to Rule 38a-1 under the Investment Company Act of
1940.
B. Perform Corporation operational management, including development of
control procedures and monitor the performance of service vendors to
the Corporation.
C. Subject to the supervision of the Board as required, propose and carry
out policies, particularly in the area of operational problem inquiry
and resolution, such as potential/actual compliance violations.
II. Compliance Services
AXA Equitable shall provide the following compliance services in
conjunction with each Adviser's obligations pursuant to its Investment Advisory
Agreement with the Corporation and all applicable laws.
A. Monitor and periodically test each Fund's compliance with investment
restrictions (e.g., issuer or industry diversification, etc.) listed
in the current prospectus(es) and Statement(s) of Additional
Information.
B. Monitor and periodically test, including on required quarterly testing
dates, each Fund's compliance with the requirements of Section 851 of
the Code and applicable Treasury Regulations for qualification as a
RIC.
C. Monitor and periodically test, including on required quarterly testing
dates, each Fund's compliance with the requirements of Section 817(h)
of the Code and applicable Treasury Regulations.
D. Monitor each investment adviser's compliance with Board directives
such as "Approved Issuers Listings for Repurchase Agreements", Rule
17a-7, Rule 17e-1 and Rule 12d-3 procedures.
E. Mail quarterly requests for "Securities Transaction Reports" to the
Corporation's Directors and Officers and "access persons" under the
terms of the Corporation's Code of Ethics and SEC regulations and
monitor for compliance with the Code of Ethics.
X. Xxxxxxx, distribute, and utilize comprehensive compliance materials,
including compliance manuals and checklists, subject to review and
comment by the Corporation's legal counsel and develop or assist in
developing guidelines and procedures to improve overall compliance by
the Corporation and its various agents.
B-1
G. Monitor and periodically evaluate trading practices to ensure best
execution and appropriate trade allocations.
H. Assist in reviewing compliance programs of the Corporation's
investment adviser, investment subadvisers, transfer agent and
administrator, including performance of periodic due diligence reviews
and preparation of requests for information in connection with the
annual review of service provider compliance programs.
I. Provide support for preparation, filing and distribution of
registration statement and shareholder and other reports and documents
required to be filed with the SEC.
J. Provide support for valuation of portfolio securities, including
monitoring for significant events, reviewing exception reports,
correcting pricing errors, and monitoring stale and zero priced
securities.
K. Monitor for compliance with governance requirements under the federal
securities laws and develop or assist in developing practices and
procedures to improve overall governance of the Corporation.
L. Review compliance programs of third party service providers and
perform due diligence in connection with retention and renewal of such
providers.
B-2
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE C
DESCRIPTION OF CORPORATION ACCOUNTING SERVICES
I. General Description
AXA Equitable shall provide the following accounting services to the
Corporation:
A. Maintenance of the books and records for the Corporation's assets,
including records of all securities transactions.
B. Calculation of each Fund's or class' net asset value in accordance
with the Corporation's prospectus.
C. Accounting for dividends and interest received and distributions made
by the Corporation.
D. Coordination with the Corporation's independent auditors with respect
to the annual audit, and as otherwise requested by the Corporation.
E. Consult with the Corporation's officers, independent public
accountants and other appropriate persons in establishing the
accounting policies of the Corporation.
F. As mutually agreed upon, AXA Equitable will provide domestic and/or
international reports.
II. Financial and Tax Reporting
A. Assist in calculating dividend and capital gain distributions in
accordance with distribution policies detailed in the Corporation's
prospectus(es) or Board resolutions. Assist Corporation management in
making final determinations of distribution amounts.
B. Estimate and recommend year-end dividend and capital gain
distributions necessary for each Fund to avoid the excise tax on
undistributed income of a regulated investment company ("RIC") under
Section 4982 of the Internal Revenue Code of 1986, as amended (the
"Code").
C. Working with the Corporation's independent public accountants and
other appropriate persons, prepare and file the Corporation's Federal
tax return on Form 1120-RIC (or any similar Form and the Federal
Excise Tax Return (Form 8613) (or any similar Form), along with all
state and local tax returns where applicable.
D. Prepare for review and approval by the Corporation's officers
financial information for the Corporation's semi-annual and annual
reports, proxy statements and other communications required or
otherwise sent to the Corporation's shareholders and arrange, if
requested, for the printing and dissemination of such reports and
communications.
E. File copies of financial reports to shareholders with the SEC under
Rule 30b2-1.
C-1
F. Provide Form 1099-MISC to persons other than corporations (i.e.,
Directors) to whom the Corporation paid more than $600 during the
year.
C-2
