AGREEMENT FOR COOPERATIVE AND JOINT USE OF
PERSONNEL, PROPERTY AND SERVICES BETWEEN THE EQUITABLE
LIFE ASSURANCE SOCIETY OF THE UNITED STATES AND
INTEGRITY LIFE INSURANCE COMPANY
Agreement made as of the 15th day of March, 1985 between THE EQUITABLE
LIFE ASSURANCE SOCIETY OF THE UNITED STATES, a New York corporation
(Equitable) and Integrity Life Insurance Company, an Arizona corporation
(Integrity),
Witnesseth:
WHEREAS, Integrity is a wholly owned subsidiary of Equitable and desires
to utilize Equitable's personnel, property and services in carrying out some
of its corporate functions and Equitable is willing to furnish the same on
the terms and conditions hereinafter set forth;
NOW, THEREFORE, the parties do hereby mutually agree as follows:
1. Equitable will furnish, or contract with any of its affiliates or
subsidiaries for the furnishing of, as available, personnel, property and
services, including advice and assistance with respect to investments,
requested from time to time by Integrity to carry out its corporate
functions.
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2. Integrity agrees to pay to Equitable those costs and expenses incurred
by Equitable or any of its affiliates or subsidiaries which, as reasonably
determined by Equitable and demonstrated to the reasonable satisfaction of
Integrity, reflect the actual cost to Equitable or its affiliates or
subsidiaries of furnishing such personnel, property and services.
3. The books, accounts and records of Equitable and Integrity as to all
transactions hereunder, 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 or fees herein.
4. The term of this Agreement shall commence as of the date hereinabove
indicated and continue until December 31, 1985, and thereafter shall be
deemed to be renewed automatically, upon the same terms and conditions, for
successive periods of one year each, until either party, at least 60 days
prior to the expiration of the original term or of any extended term, shall
give written notice to the other party of its intention not to renew the
Agreement.
5. It is understood that (a) Equitable, any of its affiliates or
subsidiaries, will invest for their own account and may act as investment
adviser for others and that Equitable or such others or persons or
organizations affiliated with Equitable could have investment interests
adverse to the interests of Integrity in
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the same or related investments, (b) Equitable is not obligated to make
available to Integrity any particular investment opportunity which comes to
Equitable or its subsidiaries or affiliates, regardless of whether such
opportunity is consistent with the investment policies of Integrity; and (c)
Integrity shall retain full control over its investment activities, and
Equitable or any of its affiliates or subsidiaries shall have no power or
authority by virtue of this Agreement, whether as agent or otherwise, to
obligate or commit Integrity for the acquisition or disposition of any
investment.
6. No assignment of this Agreement shall be made by Equitable without the
consent of Integrity.
7. Subject to the foregoing Clause 6, this Agreement shall inure to the
benefit of and be binding upon the successors and assigns of the parties
hereto.
Dated: March 15, 1985
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By Xxxxx X. Xxxxx
________________________________
INTEGRITY LIFE INSURANCE COMPANY
By Xxxxxxxx Xxxxxxx
_________________________________
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