AGREEMENT GOVERNING CONTRIBUTION OF WORKING CAPITAL
TO
EQUI-SELECT SERIES TRUST
BY
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
THIS AGREEMENT is made by and between Equi-Select Series Trust ("Trust"), a
Massachusetts Business Trust, and Equitable Life Insurance Company of Iowa
("Insurance Company").
WHEREAS, Insurance Company has established a variable annuity program which
will utilize Trust as an underlying investment; and
WHEREAS, Insurance Company desires that Trust have sufficient assets to be
able to efficiently invest in a diversified portfolio of securities; and
WHEREAS, the Insurance Company proposes to contribute $9,980,000 ("Working
Capital") to the Trust in the manner hereinafter described; and
WHEREAS, it is necessary and desirable that the terms under which said Working
Capital is contributed and the respective rights of the Insurance Company and
the Trust with respect thereto be determined;
NOW, THEREFORE, it is hereby agreed between Insurance Company for itself, and
on behalf of the Equitable Life Insurance Company of Iowa Separate Account A,
and the Trust as follows:
I
Insurance Company will provide for the contribution to the Trust the sum of
$9,980,000 to be divided equally between the Trust's Growth & Income Portfolio
and Value + Growth Portfolio (collectively the "Portfolios"). Insurance
Company hereby represents and agrees that such Working Capital is for
investment purposes and not for the purpose of redeeming or disposing of any
interest in the Trust resulting from such contribution. This Working Capital
is in addition to any minimum capital requirements imposed upon the Trust.
II
In consideration for the contribution of the Working Capital and without
deduction of any sales or other charges, the Trust shall credit Insurance
Company with shares. Such shares shall share pro rata in the investment
performance of each of the Portfolios and shall be subject to the same
valuation procedures and the same periodic charges as are other shares of such
portfolios of Trust.
III
Insurance Company hereby acknowledges that by the contribution of such Working
Capital, Insurance Company is not and shall not be regarded as a creditor of
the Trust and that the relationship of debtor-creditor between the Trust and
the Insurance Company does not exist with respect to the amount so
contributed. Insurance Company agrees that the contribution of the Working
Capital does not now and shall not in the future deem the Insurance Company,
the holder of any interest other than as provided in Section II of this
Agreement. Insurance Company agrees that its interest in the Trust as a
result of such Contribution shall be neither senior to nor subordinate to the
interests of owners of variable annuity contracts issued with respect to the
separate accounts of Insurance Company and that, in the event of liquidation
of the Trust, the Insurance Company shall have no preferential rights of any
kind over such contract owner's but shall share ratably with them.
IV
All Commitments of the Insurance Company hereunder shall be forever binding
upon its successor or successors.
V
Insurance Company may, at any time withdraw one dollar of contributed Working
Capital for each dollar of assets allocated to the Trust in the form of
purchase payments from annuity contracts owners or owners of other variable
insurance contracts offered by Insurance Company or an affiliated insurance
company of Insurance Company.
VI
The Trust hereby accepts the contribution of such Working Capital subject to
the terms of the Agreement.
Executed this 1st day of April, 1996.
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
_________________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, Chairman, President and
Chief Executive Officer
EQUI-SELECT SERIES TRUST
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
_________________________________________
▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, President