AGREEMENT FOR SERVICES BY THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES TO AXA NETWORK, LLC AND ITS SUBSIDIARIES
Agreement made as of the 1st day of January, 2000 between THE EQUITABLE
LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York stock life insurance
company ("Equitable Life"); AXA NETWORK, LLC, a Delaware limited liability
company; and AXA Network, LLC's direct or indirect subsidiaries (AXA Network,
LLC and such subsidiaries hereinafter referred to as "AXA Network").
WHEREAS, both Equitable Life and AXA Network are indirect wholly-owned
subsidiaries of AXA Financial, Inc.;
WHEREAS, AXA Network desires to utilize Equitable Life personnel,
property and services in carrying out its management, administrative and other
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 to AXA Network; and
WHEREAS, both Equitable Life and AXA Network desire to enter into an
agreement that supersedes the Services Agreement dated January 1, 1987 between
Equitable Life and Traditional Equinet Business Corporation of New York and its
subsidiaries (predecessor to AXA Network);
NOW, THEREFORE, the parties do hereby agree as follows:
1. Equitable Life from time to time may provide, as available, to AXA
Network the personnel, property and services reasonably necessary to perform its
management, administrative and other functions. The services to be furnished may
include, without limitation, management, corporate finance, strategic planning,
administration, office and general supplies, financial and cash management,
printing, accounting, tax, auditing, legal, human resources, corporate and
financial communications, marketing, risk management, communications,
technology, data processing and corporate secretarial services. The Equitable
Life services shall not include any services provided to AXA Network by
Equitable Life pursuant to separate agreements.
2. AXA Network shall pay 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
AXA Network for such apportioned expenses shall be at cost as described in this
Section 2.
3. Within 45 days after the end of each calendar quarter, and more
often if desired, Equitable Life shall submit to AXA Network 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 45 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.
4. (a) The total amount of each such statement shall be allocated among
the AXA Network entities executing this Agreement in the same proportion that
the volume of business of each one of the AXA Network entities bears to the
total volume of business of all the AXA Network entities for the period of time
to which the statement relates, provided that, if, in the judgment of the
management of the AXA Network entities, a specific charge or expense is
attributable to one or more of the AXA Network entities, such charge or expense
shall be allocated to such one of the AXA Network entities which in management's
judgment incurred such charge or expense.
(b) After the total amount of each statement has been allocated as
provided in (a) above, each one of the AXA Network entities shall forward the
amount of the statement allocated to it directly to Equitable Life or, if the
management of AXA Network so determines, the AXA Network entity shall forward
such amounts directly to AXA Network, LLC, which shall promptly forward the
total amount of the statement directly to Equitable Life on behalf of AXA
Network.
5. Each of Equitable Life and AXA Network shall have the right to
conduct an audit of the other's books, records and accounts, giving reasonable
notice of its intent to conduct such an audit. In the event of such an audit,
each shall give to the other reasonable cooperation and access to all books,
records and accounts necessary to the audit.
6. Each of Equitable Life and AXA Network 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 of the other's records.
Equitable Life and AXA Network 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.
7. The books, accounts and records of Equitable Life and AXA Network 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.
8. Should an irreconcilable difference of opinion between Equitable
Life and AXA Network 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 the 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.
9. The term of this Agreement shall commence as of the effective date
of this Agreement and continue until terminated by either Equitable Life or AXA
Network on not less than 60 days prior written notice to the other or by an
agreement in writing signed by all parties specifying the effective date of
termination.
10. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of New York.
11. The requirements of Equitable Life shall take precedence over the
requirements of AXA Network under this Agreement, and Equitable Life shall
furnish personnel, property and services to AXA Network only when Equitable Life
has available capacity to do so.
12. No assignment of this Agreement shall be made by either Equitable
Life or AXA Network without the prior written consent of the other.
13. Subject to Section 12 above, 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/ Xxxxxxx X. Xxxxx
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Name: Xxxxxxx X. Xxxxx
Title: Vice Chairman and Chief Financial
Officer
AXA NETWORK, LLC
AXA NETWORK OF ALABAMA, LLC
AXA NETWORK OF CONNECTICUT, MAINE AND NEW YORK, LLC
AXA NETWORK INSURANCE AGENCY OF MASSACHUSETTS, LLC
EQUISOURCE OF NEVADA, INC. (to be renamed AXA Network Of
Nevada, Inc.)
EQUISOURCE OF PUERTO RICO, INC. (to be renamed AXA Network
Of Puerto Rico, Inc.)
EQUISOURCE OF NEW YORK, INC. as agent for EQUISOURCE
INSURANCE AGENCY OF TEXAS, INC. (to be renamed AXA
Network Insurance Agency of Texas, Inc.)
By: /s/ Xxxxx X. Xxxxxx
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Name: Xxxxx X. Xxxxxx
Title: President
