MUTUAL FUNDS SERVICE AGREEMENT
TRUST ADMINISTRATION AND COMPLIANCE SERVICES
TRUST ACCOUNTING SERVICES
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
APRIL 2001
MUTUAL FUNDS SERVICE AGREEMENT
TABLE OF CONTENTS
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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 - Trust Administration and Compliance Services Description B-1
Schedule C - Trust Accounting Services Description C-1
MUTUAL FUNDS SERVICE AGREEMENT
AGREEMENT made as of May 1, 2001 by and between the EQUITABLE TRUST
("Trust"), a business trust organized under Delaware law, and THE EQUITABLE LIFE
ASSURANCE SOCIETY OF THE UNITED STATES ("Equitable"), a New York Stock Life
Insurance Company.
WITNESSETH:
WHEREAS, the Trust 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 Trust wishes to contract with Equitable to provide certain
administrative, accounting and compliance services with respect to the Trust,
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 Trust hereby appoints Equitable to provide
administrative, accounting and compliance services for the Trust, as described
hereinafter, subject to the supervision of the Board of Trustees of the Trust
(the "Board") and Equitable, the Trust's manager ("Manager"), for the period and
on the terms set forth in this Agreement. Equitable 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) Equitable represents and warrants to
the Trust that:
(i) Equitable is a corporation, duly organized and existing under
the laws of the State of New York;
(ii) Equitable is duly qualified to carry on its business in the
Commonwealth of Massachusetts in performance of its duties under this Agreement;
(iii) Equitable is empowered under applicable laws and by its
Articles of Incorporation and By-Laws to enter into and perform this Agreement;
(iv) all requisite corporate proceedings have been taken to
authorize Equitable to enter into and perform this Agreement;
(v) Equitable has, and will continue to have, access to the
facilities, personnel and equipment required to fully perform its duties and
obligations hereunder;
(vi) no legal or administrative proceedings have been instituted or
threatened which would impair Equitable's ability to perform its duties and
obligations under this Agreement; and
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(vii) Equitable's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of Equitable or any law or regulation applicable to Equitable.
(b) The Trust represents and warrants to Equitable that:
(i) the Trust is a Delaware business trust, duly organized and
existing and in good standing under the laws of the State of Delaware;
(ii) the Trust is empowered under applicable laws and by its Charter
Document and By-Laws to enter into and perform this Agreement;
(iii) all requisite proceedings have been taken to authorize the
Trust to enter into and perform this Agreement;
(iv) the Trust 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 Trust's ability to perform its duties and
obligations under this Agreement;
(vii) the Trust'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 Trust'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 Trust's entrance into this Agreement shall not cause a
material breach or be in material conflict with any other agreement or
obligation of the Trust or any law or regulation applicable to it.
3. DELIVERY OF DOCUMENTS. The Trust will promptly furnish to Equitable such
copies, properly certified or authenticated, of contracts, documents and other
related information, other than confidential documents or information, that
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 Equitable
to provide certain services to the Trust and approving this Agreement;
(b) The Trust's Declaration of Trust;
(c) The Trust's By-Laws;
(d) The Trust's Notification of Registration on Form N-8A under the
1940 Act as filed with the Securities and Exchange Commission ("SEC");
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(e) The Trust'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 Trust and
the Manager (the "Management Agreement");
(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 Trust's prospectus(es) and statement(s) of additional
information relating to all trusts, 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 Trust 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 Trust's Registration Statement, Declaration of Trust and By-Laws;
applicable laws and regulations; and all resolutions and policies implemented by
the Board, Equitable shall have general responsibility for the oversight of the
Trust's administrative operations and will provide the following services:
(i) Trust Administration,
(ii) Compliance Services , and
(iii) Trust Accounting.
A detailed description of each of the above services is contained in Schedules B
and C, respectively, to this Agreement.
(b) Equitable will also:
(i) provide, without additional cost to the Trust 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 Equitable or a corporate affiliate of Equitable);
(ii) provide, without additional remuneration from or other cost to
the Trust except for out-of-pocket expenses, the services of individuals to
serve as officers of the Trust who will be designated by Equitable and elected
by the Board subject to reasonable Board approval;
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(iii) provide or otherwise obtain, without additional remuneration
from or other cost to the Trust except for out-of-pocket expenses, personnel
sufficient for provision of the services contemplated herein;
(iv) furnish, at no additional cost to the Trust except for
out-of-pocket expenses, equipment and other materials, which are necessary or
desirable for provision of the services contemplated herein; and
(v) keep records, at no additional cost to the Trust except for
out-of-pocket expenses, relating to the services provided hereunder in such form
and manner as Equitable may deem appropriate or advisable. To the extent
required by Section 31 of the 1940 Act and the rules thereunder, Equitable
agrees that all such records prepared or maintained by Equitable relating to the
services provided hereunder are the property of the Trust 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.
(c) Sub-Contracting. 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 Equitable, as applicable, and no
obligation shall be incurred on behalf of the Trust in such respect. Equitable
shall be liable to the Trust for the acts of such third parties as set forth in
Section 6 hereunder. The division of Equitable's duties and obligations
hereunder between those to be delegated and those to be performed by Equitable
shall be in Equitable's sole discretion and may be changed from time to time by
Equitable.
5. FEES AND EXPENSES. (a) As compensation for the services rendered to the
Trust pursuant to this Agreement, as set forth in Section 4 and in Schedules B
and C hereof, the Trust shall pay 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
Trust's net assets, the value of the Trust's net assets shall be computed as
required by its currently effective Prospectus, generally accepted accounting
principles, and resolutions of the Board.
(c) The Trust may request additional services, additional processing,
or special reports, with such specifications and requirements as may be
reasonably required by Equitable. If Equitable elects to provide such additional
services or arrange for their provision, it shall be entitled to additional fees
and expenses.
(d) 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 Trust agrees to bear all expenses that are
incurred in its operation and not specifically assumed by Equitable. Such other
expenses to be incurred in the operation of the Trust and to be borne by the
Trust, include, but are not limited to: taxes; interest; brokerage fees and
commissions; salaries and fees of officers and trustees who are not officers,
directors, shareholders or employees of Equitable, or the Manager, the Trust's
investment advisers, transfer agent, or distributor, SEC and state registration
and qualification fees, levies, fines and other
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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 trust
existence; expenses of typesetting and printing of Trust prospectuses for
regulatory purposes and for distribution to current shareholders of the Trust
(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 Trust shareholder meetings; costs and expenses of Trust
stationery and forms; costs associated with Trust shareholder and Board
meetings; trade association dues and expenses; charges and expenses related to
any computer system licensed to Equitable and used to produce Trust shareholder
reports under this Agreement, provided, however, that the Trust will only be
responsible for a pro-rata share of such charges and expenses based upon the
number of shareholder reports produced by Equitable utilizing this system; and
any extraordinary expenses and other customary Trust expenses. In addition,
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 Trust. The Trust will
reimburse Equitable for the Trust'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 Trust.
(e) All fees, approved out-of-pocket expenses, or additional charges of
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) 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 Trust must notify 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) Equitable shall not be liable for any error of judgment or mistake
of law or for any loss or expense suffered by the Trust, 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 Equitable's part (or on the part of any third party to whom
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 Equitable (or by such third party) of its obligations and
duties under this Agreement (in the case of Equitable) or under an agreement
with Equitable (in the case of such third party) or, subject to Section 10
below, Equitable's (or such third party's) refusal or failure to comply with the
terms of this Agreement (in the case of Equitable) or an agreement with
Equitable (in the case of such third party) or its breach of any representation
or warranty under this Agreement (in the case of Equitable) or under an
agreement with Equitable (in the case of such third party). In no event shall
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
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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 Equitable may be held liable pursuant to
Section 6(a) above, Equitable shall not be responsible for, and the Trust shall
indemnify and hold 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 Equitable or its officers or agents
required to be taken pursuant to this Agreement;
(ii) the reliance on or use by Equitable or its officers or agents
of information, records, or documents which are received by Equitable or its
officers or agents and furnished to it or them by or on behalf of the Trust, and
which have been prepared or maintained by the Trust or any third party on behalf
of the Trust;
(iii) the Trust's refusal or failure to comply with the terms of
this Agreement or the Trust'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 Trust
hereunder;
(v) the reliance on or the carrying out by Equitable or its officers
or agents of any proper instructions reasonably believed to be duly authorized,
or requests of the Trust;
(vi) any delays, inaccuracies, errors in or omissions from
information or data provided to Equitable by data services, including data
services providing information in connection with any third party computer
system licensed to Equitable, and by any corporate action services, pricing
services or securities brokers and dealers;
(vii) the offer or sale of shares by the Trust 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 Trust or its other service providers and agents, or
(2) existing or arising out of activities, actions or omissions by or on behalf
of the Trust prior to the effective date of this Agreement;
(viii) any failure of the Trust'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 Trust's prospectus;
(ix) except as provided for in Schedule B.III., the actions taken by
the Trust, 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
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(x) all actions, inactions, omissions, or errors caused by third
parties to whom Equitable or the Trust has assigned any rights and/or delegated
any duties under this Agreement at the specific request of or as required by the
Trust, its Funds, investment advisers, or Trust distributors.
The Trust 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 Trust has been advised of the likelihood of
such loss or damage and regardless of the form of action, except when the Trust
is required to indemnify 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 Trust; provided, however,
that this Agreement may be terminated by the Trust at 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 Trust, on sixty (60)
days' prior written notice to Equitable or by Equitable at any time, without the
payment of any penalty, on sixty (60) days' prior written notice to the Trust.
(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 Trust shall pay to
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 Trust:
Equitable Trust
c/o The Equitable Life Assurance Society of the United States
1290 Avenue of the Americas
Xxx Xxxx, XX 00000
Attention: ____________
Fax: (__________)
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If to Equitable:
The Equitable Life Assurance Society of the United States
1290 Avenue of the Americas
Xxx Xxxx, XX 00000
Attention: Xxxxxx 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 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, 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 Equitable from
liability to the Trust 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 Trust due to the non-performance or
delay in performance by Equitable of its duties and obligations under this
Agreement if such non-performance or delay in performance could have been
reasonably prevented by Equitable through back-up systems and other procedures
commonly employed by other administrators in the mutual fund industry, provided
that Equitable shall have the right, at all times, to mitigate or cure any
losses.
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.
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14. MISCELLANEOUS. In performing its services hereunder, Equitable shall be
entitled to rely on any oral or written instructions, notices or other
communications, including electronic transmissions, from the Trust and its
custodians, officers and directors, investors, agents and other service
providers which Equitable reasonably believes to be genuine, valid and
authorized. Equitable shall also be entitled to consult with and rely on the
advice and opinions of outside legal counsel retained by the Trust, as necessary
or appropriate.
15. CONFIDENTIALITY. Equitable 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 Trust or its
shareholders and will not disclose any confidential information except at the
request or with the written consent of the Trust.
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.
EQUITABLE TRUST
By: /s/ Xxxxx X. Xxxxx
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Name: Xxxxx X. Xxxxx
Title: Chairman of the Board and Trustee
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
By: /s/ Xxxxxx Xxxxx
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Name: Xxxxxx Xxxxx
Title: Senior Vice President
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MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE A
FEES AND EXPENSES
TRUST ADMINISTRATION, ACCOUNTING AND COMPLIANCE FEES
A. For the services rendered under this Agreement, the Trust shall pay to
Equitable an annual fee in accordance with the following schedule:
(i) $35,000 for each Fund, or for each multi-advised Fund, each "sleeve"
of the multi-advised Fund. For purposes of this Agreement, a
"sleeve" is defined as the portion of the Fund advised by a
different Adviser or each discrete portion of the Fund (e.g., fixed
income, equity) advised by an Adviser; and
(ii) With respect to the total Trust assets:
.10 of 1 % of total Trust assets;
B. The foregoing calculations are based on the average daily net assets of the
Trust, 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 TRUST ADMINISTRATION
AND COMPLIANCE SERVICES
I. GENERAL
A. Coordinate and manage the work relationships among all service
providers to the Trust.
B. Perform trust operational management, including development of
control procedures and monitor the performance of all service
vendors to the Trust.
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, valuation of complex securities or those trading in
problematic markets, and trust share valuation errors.
II. FINANCIAL AND TAX REPORTING
A. Prepare management reports and Board materials, such as unaudited
financial statements and summaries of dividends and distributions.
B. Report Trust performance to outside services as directed by Trust
management.
C. Calculate dividend and capital gain distributions in accordance with
distribution policies detailed in the Trust's prospectus(es) or
Board resolutions. Assist Trust management in making final
determinations of distribution amounts.
D. 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").
E. The Trust will advise Equitable of the declaration of any dividend
or distribution and the record and payable date thereof at least
five (5) days prior to the record date; and Equitable will make
appropriate credits to each shareholder's account.
F. Working with the Trust's independent public accountants and other
appropriate persons, prepare and file the Trust'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.
B-1
Will obtain all information concerning foreign tax filings prepared
and filed in foreign jurisdictions necessary for Equitable to
perform its obligations under this Agreement.
G. Prepare for review by appropriate persons and file Trust's Form
N-SAR with the SEC.
H. Prepare and coordinate printing of Trust's semi-annual and annual
reports to shareholders and file such reports with the appropriate
regulatory agencies. Notwithstanding the foregoing, Equitable shall
not be responsible for preparing the "President's Letters" or the
"Management's discussion of each Fund's performance" but shall
review the text of the "President's letters" and "Management's
discussion of which Fund's performance" (which shall also be subject
to review by the Trust's legal counsel).
I. Prepare for review and approval by the Trust's officers financial
information for the Trust's semi-annual and annual reports, proxy
statements and other communications required or otherwise sent to
the Trust's shareholders (and their contractowners) and arrange, if
requested, for the printing and dissemination of such reports and
communications.
J. Provide financial information for Trust proxies and prospectuses
including expense table.
K. File copies of financial reports to shareholders with the SEC under
Rule 30b2-1.
L. Notify the separate accounts as to what portion, if any, of the
distributions made by the Trust during the prior fiscal year were
exempt-interest dividends under Section 852(b)(5)(A) of the Code.
M. Provide Form 1099-MISC to persons other than corporations (i.e.,
Trustees) to whom the Trust paid more than $600 during the year.
III. FUND COMPLIANCE
Equitable shall provide the following compliance services in conjunction
with each Adviser's obligations pursuant to its Investment Advisory Agreement
with the Trust 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.
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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
Trust's Trustees and Officers and "access persons" under the terms
of the Trust's Code of Ethics and SEC regulations.
F. Prepare, distribute, and utilize in compliance training sessions,
comprehensive compliance materials, including compliance manuals and
checklists, subject to review and comment by the Trust's legal
counsel and develop or assist in developing guidelines and
procedures to improve overall compliance by the Trust and its
various agents.
IV. REGULATORY AFFAIRS AND CORPORATE GOVERNANCE
A. Prepare, review and file post-effective amendments to the Trust's
registration statement and supplements as needed with respect to the
currently existing Funds only.
B. Prepare and file proxy materials and administer shareholder
meetings.
C. Prepare agenda, collect background information and prepare all Board
materials for Board meetings and distribute such materials to all
necessary parties.
D. Prepare minutes, and follow up on matters related to Equitable's
responsibilities under this Agreement that are raised at all Board
meetings.
E. In coordination with the Manager, make reports and recommendations
to the Board concerning the performance of each of the investment
advisers and other service providers for the Trust, as the Board may
reasonably request.
F. Prepare and file with the SEC Rule 24f-2 Notices (and all similar
state filings, if required by the states). Equitable shall not be
responsible for preparing any legal opinions required in connection
with Rule 24f-2 Notices.
G. Review and monitor the fidelity bond and errors and omissions
insurance coverage and the submission of any related regulatory
filings.
H. Prepare and update documents, such as the Agreement and Declaration
of Trust, by-laws, and foreign qualification filings.
B-3
I. Provide support and counsel with respect to routine regulatory
examinations or investigations of the Trust and work closely with
the Trust's legal counsel in response to any non-routine regulatory
matters. Also, coordinate all communications and data collection
with regard to any regulatory examinations and yearly audits by
independent accountants.
J. Maintain general corporate calendar.
K. Assist with preparations for, attend and prepare minutes of
shareholder meetings.
L. When requested provide consultation on regulatory matters relating
to Fund management, Trust operations and any potential changes in
each Fund's investment policies, operations or structure.
M. Maintain continuing awareness of significant emerging regulatory and
legislative developments which may affect each Fund; update the
Board and the Manager on those developments and provide related
planning assistance where reasonably requested or appropriate.
V. ADMINISTRATION
A. Furnish appropriate officers for the Trust, subject to Board
approval.
B. Prepare, propose and monitor the Trust budget, including prepare
Trust, Fund or class expense projections, establish accruals and
review on a periodic basis, including expenses based on a percentage
of average daily net assets (e.g., management, advisory and
administrative, fees) and expenses based on actual charges
annualized and accrued daily (audit fees, registration fees,
directors' fees, etc.).
C. For new Funds and classes, obtain Employer or Taxpayer
Identification Number and CUSIP numbers, as necessary. Estimate
organizational costs and expenses and monitor against actual
disbursements.
D. Arrange for and monitor, if directed by the appropriate Trust
officers, the payment of the Trust's and each Fund's or class'
expenses (pursuant to the Trust's Rule 18f-3 Plan).
B-4
MUTUAL FUNDS SERVICE AGREEMENT
SCHEDULE C
DESCRIPTION OF TRUST ACCOUNTING SERVICES
I. GENERAL DESCRIPTION
Equitable shall provide the following accounting services to the Trust:
A. Maintenance of the books and records for the Trust's assets,
including records of all securities transactions.
B. Calculation of each Fund's or class' net asset value in accordance
with the Trust's prospectus.
C. Accounting for dividends and interest received and distributions
made by the Trust.
D. Coordination with the Trust's independent auditors with respect to
the annual audit, and as otherwise requested by the Trust.
E. Consult with the Trust's officers, independent public accountants
and other appropriate persons in establishing the accounting
policies of the Trust.
F. As mutually agreed upon, Equitable will provide domestic and/or
international reports.
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