MUTUAL FUNDS SERVICE AGREEMENT
TRUST ADMINISTRATION AND COMPLIANCE SERVICES
TRUST ACCOUNTING SERVICES
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
NOVEMBER 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 November 30, 2001 by and between the AXA PREMIER
FUNDS 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 current 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; ▇▇▇▇▇ 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:
AXA Premier Funds Trust
c/o The Equitable Life Assurance Society of the United States
1290 Avenue of the Americas
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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If to Equitable:
The Equitable Life Assurance Society of the United States
1290 Avenue of the Americas
▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇
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.
AXA PREMIER FUNDS TRUST
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Executive 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, and 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:
0.15 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 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.
B-2
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.
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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 an 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).
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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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