Draft
1/26/95
DISTRIBUTION AGREEMENT
AGREEMENT, dated as of January 1, 1995, by and among Equitable
Distributors, Inc. ("Distributor"), The Equitable Life Assurance Society of the
United States ("Equitable") and Equitable's Separate Account No. 45 ("Separate
Account").
W I T N E S S E T H :
WHEREAS, the Separate Account is a separate account established and
maintained by Equitable pursuant to the laws of the State of New York, under
which income, gains and losses, whether or not realized, from assets allocated
to the Separate Account, are credited to or charged against the Separate Account
without regard to other income, gains or losses of Equitable;
WHEREAS, the Separate Account is registered as an investment company under
the Investment Company Act of 1940 ("1940 Act"), and units of interest in the
Separate Account are registered under the Securities Act of 1933 ("1933 Act");
WHEREAS, Equitable offers market value adjustment ("MVA") interests under
deferred annuity contracts;
WHEREAS, the MVA interests are registered under the 1933 Act;
WHEREAS, Equitable issues variable and fixed annuity contracts, including
market value adjusted contracts, and may in the future issue additional forms of
contracts (all of which are collectively referred to herein as the "Contracts"),
whose net considerations may be allocated for investment in whole or in part to
the Separate Account or to the purchase of MVA interests;
WHEREAS, the Distributor, a wholly-owned subsidiary of Equitable, is a
broker-dealer registered under the Securities Exchange Act of 1934 ("1934 Act")
and is a member of the National Association of Securities Dealers, Inc.
("NASD");
WHEREAS, the parties hereto desire to have the Distributor act as
principal underwriter or distributor for the Separate Account to assume the
responsibilities set forth in this Agreement with respect to the distribution of
the Contracts, and the Distributor desires to assume such responsibilities;
WHEREAS, the parties desire to have Equitable perform certain services in
connection with the sale of the Contracts.
NOW, THEREFORE, the parties hereto agree as follows:
ARTICLE I
Distribution Responsibility for the Contracts
Section 1.1 The Distributor represents that it is a broker-dealer duly
registered under the 1934 Act and is a member in good standing of the NASD and,
to the extent necessary to perform the activities contemplated hereunder, is
duly registered, or otherwise qualified, under the securities laws of every
state or other jurisdiction in which the Contracts are available for sale, and
the Distributor agrees to maintain such status.
Section 1.2 Equitable authorizes the Distributor to act, and the
Distributor agrees to serve, as principal underwriter for the Separate Account,
as distributor of the MVA interests under the Contracts and as distributor of
the Contracts in each state or other jurisdiction where the Contracts may
legally be sold. The Distributor shall at all times function as and be deemed to
be an independent contractor and will be under no obligation to effectuate any
particular number of sales of Contracts or to promote or make sales, except to
the extent the Distributor deems advisable. The Distributor shall be fully
responsible for carrying out all compliance and supervisory obligations in
connection with the distribution of the Contracts, as required by the NASD Rules
of Fair Practice ("NASD Rules") and by federal and any applicable state or
foreign securities laws. The Distributor shall assume full responsibility for
the oversight of securities activities of any person associated with the
Distributor, as defined in Section 3(a)(18) of the 1934 Act, and engaged
directly or indirectly in the distribution of the Contracts ("Associated
Persons"), and shall have the authority to require that disciplinary action be
taken with respect to the Associated Persons. The Distributor shall be fully
responsible for compensating the Associated Persons and the Selling
Broker-Dealers (as defined in Section 1.3) for their sales of the Contracts.
Section 1.3 The Distributor is hereby authorized to enter into separate
written agreements ("Sales Agreements"), on such terms and conditions as the
Distributor may determine not to be inconsistent with this Agreement, with
broker-dealers ("Selling Broker-Dealers") which agree to participate in the
distribution of, and to use their best efforts to solicit applications for, the
Contracts. The Sales Agreements shall provide that each Selling Broker-Dealer
shall be required to assume full responsibility for continued compliance by
itself and its associated persons (as defined in Section 3(a)(18) of the 0000
Xxx) with the NASD Rules and applicable federal and state securities and
insurance laws. Each Selling Broker-Dealer and its registered representatives
("Registered Representatives") soliciting applications for the Contracts shall
be duly and appropriately licensed, registered and otherwise qualified for the
sale of the Contracts under the NASD Rules and federal and state securities and
insurance laws applicable to the offer and sale of the Contracts. The
Distributor shall have full responsibility for the supervision of all Selling
Broker-Dealers and shall assume any legal responsibilities of Equitable for the
acts or omissions of any Selling Broker-Dealer or its Registered
Representatives.
Section 1.4 The Distributor is authorized to recommend the appointment of
the Selling Broker-Dealers and their eligible Registered Representatives and
affiliates as agents of Equitable for the sale of Contracts. It shall be the
responsibility of each Selling Broker-Dealer to apply for and maintain the
proper insurance licenses for each of its agents selling the Contracts in all
states or other jurisdictions in which the Contracts are offered for sale by
such agent. Equitable will undertake to make such appointments as the
Distributor shall request in the appropriate states or other jurisdictions,
provided that Equitable reserves the right to refuse to appoint any proposed
agent and to terminate its appointments. Equitable shall promptly notify the
Distributor of each such termination. Equitable agrees to be responsible for all
appointment fees required under pertinent state insurance laws to authorize
agents properly for the sale of the Contracts, excluding, however, any licensing
or other fees required to be paid at any time after the initial appointment of
such agents.
Section 1.5 The parties hereto recognize that any Associated Person or
Registered Representative selling the Contracts as contemplated by this
Agreement shall be acting as an insurance agent of Equitable and that the
obligations and rights of the Distributor to supervise such persons shall be
limited to the extent specifically described herein or required under applicable
federal or state securities laws or NASD Rules. Such persons shall not be
considered agents or employees of the Distributor. Further, it is intended by
the parties hereto that such persons are and shall continue to be considered to
have a common law independent contractor relationship with Equitable and not to
be common law employees of Equitable, unless any contract between Equitable and
any person selling the Contracts specifically provides otherwise.
Section 1.6 The Distributor shall take reasonable steps to ensure that the
Registered Representatives appointed as agents of Equitable for the sale of the
Contracts shall not make recommendations to an applicant to purchase a Contract
in the absence of reasonable grounds to believe that the purchase of the
Contract is suitable for the applicant. While not limited to the following, a
determination of suitability shall be based on information
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furnished to a Registered Representative after reasonable inquiry of such
applicant (and any other information known about the applicant) concerning the
applicant's insurance and investment objectives and financial situation and
needs, including the likelihood (depending upon the nature of the Contract) that
the applicant will make sufficient payments or retain the Contract for a
sufficient period of time to derive the benefits of the Contract.
Section 1.7 The Distributor agrees that no person, including the Selling
Broker-Dealers and their Registered Representatives, shall be permitted to use,
develop or distribute any sales materials which have not been approved in
advance by Equitable. The Distributor agrees that it will make timely filings,
as required, with the NASD and any other securities regulators of any sales
literature, advertising or other materials relating to the Separate Accounts or
the MVA interests under the Contracts, and obtain such approvals as may be
necessary. Equitable will be responsible for filing such items, as necessary,
with any insurance regulatory authorities and obtaining any required approvals.
The Distributor also agrees that no person, including the Selling Broker-Dealers
and their Registered Representatives, shall be permitted, in connection with the
offer and sale of the Contracts, to make any representations or communicate any
information regarding Equitable, the Contracts, the Separate Account, the MVA
interests under the Contracts or the funding media for the Contracts which are
not contained in materials approved by Equitable, as provided in this Agreement,
or included in the registration statements of the Separate Account and such MVA
interests effective under the 1933 Act at the time of such representation or
communication.
Section 1.8 The Distributor shall be responsible for, with respect to
agents appointed by Equitable as provided in Section 1.4, maintaining the
records of agents licensed, registered and otherwise qualified to sell the
Contracts, and for furnishing periodic reports to Equitable as to the sale of
Contracts made pursuant to this Agreement.
Section 1.9 Anything in this Agreement to the contrary notwithstanding,
Equitable shall retain the ultimate right of control over, and the
responsibility for, the issuance, servicing and marketing of the Contracts,
including the right to review and approve all advertising concerning the
Contracts, to suspend sales of the Contracts in any jurisdiction or
jurisdictions, to appoint and discharge its agents authorized to sell the
Contracts, and to refuse to sell a Contract to any applicant for any reason
whatsoever.
ARTICLE II
Recordkeeping Responsibility for the Contracts
Section 2.1 The Distributor and Equitable shall each cause to be
maintained and preserved such accounts, books and other documents as are
required by the 1934 Act and 1940 Act and any other applicable laws and
regulations. In particular, without limiting the foregoing, the Distributor
shall cause all the books and records in connection with the offer and sale of
the Contracts to be maintained and preserved in conformity with the requirements
of Rules 17a-3 and 17a-4 under the 1934 Act and as may otherwise be required
under the NASD Rules and federal and applicable state securities laws, to the
extent that such requirements are applicable to the Contracts.
Section 2.2 The Distributor and Equitable shall each submit to all
regulators and administrative bodies having jurisdiction over the sales of the
Contracts, present or future, any information, reports or other material that
any such body by reason of this Agreement may request or require pursuant to
applicable laws or regulations. In particular, without limiting the foregoing,
Equitable agrees that any books and records which it maintains which are
required to be maintained by the Distributor under Rule 17a-3 or 17a-4 of the
1934 Act shall be subject to inspection by the SEC in accordance with Section
17(a) of the 1934 Act.
Section 2.3 The Distributor and Equitable each agree and understand that
all documents, reports, records, books, files and other materials required under
applicable NASD regulations and federal and state securities laws relative to
the sale of Contracts shall be the property of the Distributor, with the
exception of any books and
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records maintained by Equitable which relate to sales compensation and shall be
the joint property of Equitable and the Distributor. If, however, such
documents, reports, records, books, files and other materials which are the
property of the Distributor are required by applicable regulation or law to be
maintained also by Equitable, such material shall be the joint property of the
Distributor and Equitable. All other documents, reports, records, books, files
and other materials maintained relative to this Agreement shall be the property
of Equitable. Upon the termination of this Agreement, all such material shall be
returned to the applicable party.
Section 2.4 The Distributor and Equitable from time to time during the
term of this Agreement, shall allocate among themselves, subject to a right of
further delegation, the administrative responsibility for maintaining and
preserving the books, records and accounts kept in connection with the
Contracts; provided, however, in the case of books, records and accounts kept
pursuant to a requirement of applicable law or regulation, the ultimate
responsibility for maintaining and preserving such books, records and accounts
shall be that of the party which is required to maintain or preserve such books,
records and accounts under the applicable law or regulation, and such books,
records and accounts shall be maintained and preserved under the supervision of
that party. The Distributor and Equitable shall cause each other to be furnished
with such reports as each may reasonably request for the purpose of meeting its
respective reporting and recordkeeping requirements under such regulations and
laws and under the insurance laws of the State of New York and any other
applicable states or jurisdictions.
ARTICLE III
Procedures for Sale of Variable Contracts
Section 3.1 Equitable represents and warrants that units of interest of
the Separate Account and MVA interests offered under the Contracts are
registered under the 1933 Act to the extent such registration is required, that
the Separate Account is registered under the 1940 Act and that the Contracts are
qualified to be sold under the insurance laws and any applicable securities laws
of all states and other jurisdictions in which the Contracts are authorized for
sale. Equitable further represents and warrants that it is a life insurance
company duly organized under the laws of the State of New York and in good
standing and authorized to conduct business under the laws of each state in
which the Contracts are offered and sold.
Section 3.2 The Distributor will require that the Agents authorized to
sell the Contracts use only the effective prospectuses, statements of additional
information ("SAIs") and other authorized materials in soliciting the sale of
the Contracts. The Distributor is not authorized to give any information or to
make any representations concerning Equitable, the Contracts, the Separate
Account, the MVA interests under the Contracts or the funding media for the
Contracts other than those contained in the current prospectus or SAI therefor
filed with the Securities and Exchange Commission ("SEC") or in such materials
as may be authorized by Equitable.
Section 3.3 All applications for the Contracts shall be made on
application forms supplied by Equitable or in a form otherwise satisfactory to
Equitable, and any payments collected by the Distributor shall be remitted by
the Distributor promptly in full, together with such application or enrollment
forms and any other required documentation, directly to Equitable, at the
address indicated on such application or to such other address as Equitable may,
from time to time, designate in writing. The Distributor shall review any such
applications or other documents received by it for completeness before
transmitting them to Equitable. Checks, money orders or electronic transmissions
of funds in payment on any Contract shall be drawn to the order of "The
Equitable Life Assurance Society of the United States". All applications for
Contracts shall be subject to acceptance or rejection by Equitable at its
discretion.
Section 3.4 All money payable in connection with the Contracts, whether as
purchase payments or otherwise, and whether paid by, or on behalf of any
applicant or contractowner, is the property of Equitable. If such money is not
transmitted directly by a Selling Broker-Dealer to Equitable in accordance with
the administrative procedures of Equitable and is received by the Distributor,
it shall be transmitted promptly by the Distributor in accordance with the
administrative procedures of Equitable without any deduction or offset for any
reason,
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including by example but not limitation, any deduction or offset for
compensation claimed by the Distributor or payable to the Selling
Broker-Dealers. No cash payments shall be accepted by the Distributor in
connection with the Contracts.
Section 3.5 The costs of printing the prospectuses, SAIs and sales
material used in connection with the solicitation of applications for the
Contracts shall be borne by Equitable or by the Distributor, or shall be paid in
part by each of them, as Equitable and the Distributor shall from time to time
mutually agree. Equitable shall provide to the Distributor copies of such
prospectuses, SAIs and sales material in such number as the Distributor shall
reasonably request. Equitable shall make available to the Distributor copies of
all financial statements and other documents that the Distributor shall
reasonably request for use in connection with the distribution of the Contracts.
Section 3.6 Unless otherwise agreed in writing by Equitable, neither the
Distributor nor any agent of Equitable nor any Selling Broker-Dealer shall have
an interest in any surrender charges, deductions or other fees payable to
Equitable.
ARTICLE IV
Services and Personnel Provided by Equitable
Section 4.1 Equitable agrees to furnish compliance and related support
services, including personnel, to assist the Distributor in the performance of
the services which the Distributor is required to provide hereunder. In
furnishing such services, all personnel of Equitable shall be subject at all
times to the supervision and control of the Distributor.
ARTICLE V
Compensation and Expenses
Section 5.1 The Distributor shall be compensated by Equitable for its
services under this Agreement in accordance with the terms of Exhibit A hereto,
as it may be amended from time to time as provided in Section 8.4. In addition,
Equitable will reimburse the Distributor for the actual expenses incurred by it
to provide the compliance and related support services which the Distributor is
required to furnish under this Agreement.
Section 5.2 The Distributor shall pay the costs and expenses, direct and
indirect, incurred by Equitable in furnishing services and personnel, pursuant
to Article IV. In determining the basis for the apportionment of 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 cost may be used, provided such method is in conformity
with the requirements of Section 1712 of the New York Insurance Law and New York
Insurance Department Regulation No. 33. The charge to the Distributor for such
apportioned expenses shall be at cost as described in this Section 5.2.
Section 5.3 Within 45 days after the end of each calendar quarter, and
more often if desired, Equitable shall submit to the Distributor a statement of
apportioned expenses showing the basis for such appointment, and settlement
shall be made within 15 days thereafter. The statement of apportioned expenses
shall set forth in reasonable detail the nature of the expenses being
apportioned and other relevant information to support the charge.
ARTICLE VI
Regulatory Proceedings, Complaints, Indemnification
Section 6.1 The Distributor and Equitable agree to cooperate fully in
insurance regulatory investigations or proceedings or judicial proceedings
arising in connection with the offering, sale or distribution of the Contracts.
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The Distributor and Equitable further agree to cooperate fully in any securities
regulatory investigation or proceeding or judicial proceeding with respect to
Equitable, the Distributor, their respective affiliates and agents or
representatives, to the extent that such investigation or proceeding is in
connection with the Contracts.
Section 6.2 Without limiting the generality of Section 6.1, the
Distributor and Equitable agree that:
(A) The Distributor will be notified promptly of any customer
complaint or notice of any regulatory investigation or proceeding or
judicial proceeding received by Equitable with respect to the Distributor
or any agent or representative or which may affect Equitable's issuance of
the Contracts.
(B) The Distributor will promptly notify Equitable of any customer
complaint or notice of any regulatory investigation or proceeding received
by the Distributor or its affiliates with respect to the Distributor or
any agent or representative in connection with any Contract.
(C) In the case of a substantive customer complaint, the Distributor
and Equitable will cooperate in investigating such complaint and any
response to such complaint which either of them has prepared will be sent
to the other for approval not less than five business days prior to its
transmittal to the customer or regulatory authority, except that if a more
prompt response is required, the proposed response shall be communicated
by telephone or facsimile transmission.
Section 6.3 Equitable agrees to indemnify and hold harmless the
Distributor and its officers and directors against any losses, claims, damages
or liabilities, joint or several, to which the Distributor or its affiliates or
such officer or director may become subject, under the 1933 Act or otherwise,
insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement or alleged untrue
statement of a material fact, required to be stated therein or necessary to make
the statements therein not misleading, contained in
(A) any registration statement relating to the Separate Account or
the MVA interests offered under the Contracts, or any amendment thereof,
or
(B) any document executed by Equitable specifically for the purpose
of qualifying the Contracts for sale under the securities laws of any
jurisdiction.
Equitable will reimburse the Distributor and each such officer or director for
any legal or other expenses reasonably incurred by the Distributor or such
officer or director in connection with investigating or defending any such loss,
claim, damage, liability or action; provided, however, that Equitable will not
be liable in any such case to the extent that such loss, claim, damage or
liability arises out of, or is based upon, an untrue statement or alleged untrue
statement or omission or alleged omission made in reliance upon and in
conformity with information (including, without limitation, negative responses
to inquiries) furnished to Equitable by or on behalf of the Distributor
specifically for use in the preparation of any such registration statement or
any amendment thereof or any such qualification document or any amendment
thereof.
Section 6.4 The Distributor agrees to indemnify and hold harmless
Equitable, its directors, each of its officers who has signed the registration
statements relating to the Separate Account and the MVA interests, each person,
if any, who controls Equitable within the meaning of the 1933 Act or the 1934
Act, and the Separate Account against any losses, claims, damages or liabilities
to which Equitable and any such director or officer or controlling person may
become subject, under the 1933 Act or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are based
upon:
(A) Any untrue statement or alleged untrue statement of a material
fact or omission or alleged omission to state a material fact required to
be stated therein or necessary in order to make the statements
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therein, in light of the circumstances under which they were made, not
misleading, contained in (i) any registration statement relating to the
Separate Account or the MVA interests offered under the Contracts or any
amendment thereof, or (ii) any qualification document relating to the
Separate Account or the MVA interests offered under the Contracts or any
amendment thereof, in each case to the extent, but only to the extent,
that such untrue statement or alleged untrue statement or omission or
alleged omission was made in reliance upon and in conformity with
information (including without limitation, negative responses to
inquiries) furnished to Equitable by the Distributor specifically for use
in the preparation of any registration statement relating to the Separate
Account or such MVA interests or any amendment thereof or any such
qualification document relating to the Separate Account or such MVA
interests or any amendment thereof; or
(B) Any unauthorized use of sales materials or any verbal or written
misrepresentations or any unlawful sales practices concerning the
Contracts by the Distributor or otherwise attributable to a failure by the
Distributor to discharge properly its responsibilities under this
Agreement; or
(C) Claims by agents or representatives or employees of the
Distributor for commissions, service fees, expense allowances or other
compensation or remuneration of any type.
The Distributor will reimburse Equitable and any director or officer or
controlling person for any legal or other expenses reasonably incurred by
Equitable, such director, officer or controlling person in connection with
investigating or defending any such loss, claim, damage, liability or
action. This indemnity agreement will be in addition to any liability
which the Distributor may otherwise have.
Section 6.5 Promptly after receipt by a party entitled to indemnification
("Indemnified Party") under this Article VI of notice of the commencement of any
action, if a claim in respect thereof is to be made against any person obligated
to provide indemnification under this Article VI ("Indemnifying Party"), such
Indemnified Party will notify the Indemnifying Party in writing of the
commencement thereof, but the omission so to notify the Indemnifying Party will
not relieve it from any liability under this Article VI, except to the extent
that the omission results in a failure of actual notice to the Indemnifying
Party and such Indemnifying Party is damaged solely as a result of the failure
to give such notice. In case any such action is brought against any Indemnified
Party, and it notifies the Indemnifying Party of the commencement thereof, the
Indemnifying Party will be entitled to participate therein, and, to the extent
that it may wish to assume the defense thereof, with separate counsel
satisfactory to the Indemnified Party. Such participation shall not relieve such
Indemnifying Party of the obligation to reimburse the Indemnified Party for
reasonable legal and other expenses incurred by such Indemnified Party in
defending itself, except for such expenses incurred after the Indemnifying Party
has deposited funds sufficient to effect the settlement, with prejudice, of the
claim in respect of which indemnity is sought. Any such Indemnifying Party shall
not be liable to any such Indemnified Party on account of any settlement of any
claim or action effected without the consent of such Indemnifying Party.
Section 6.6 The indemnity agreements contained in this Article VI shall
remain operative and in full force and effect, regardless of:
(A) any investigation made by or on behalf of the Distributor or any
officer or director thereof or by or on behalf of Equitable or any officer
or director thereof;
(B) delivery of any Contracts and payments therefor; and
(C) any termination of this Agreement.
A successor by law of the Distributor or of any other party to this
Agreement, as the case may be, shall be entitled to the benefits of the
indemnity agreements contained in this Article VI.
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ARTICLE VII
Term of Agreement
Section 7.1 This Agreement shall become effective as of the date first
above written and shall continue in full force and effect from year to year
thereafter, until terminated as herein provided.
Section 7.2 This Agreement may be terminated by any party hereto on not
less than 60 days' prior written notice to the other parties or by an agreement
in writing signed by all of the parties hereto. Unless otherwise agreed by the
parties hereto, this Agreement shall automatically be terminated in the event of
its assignment.
Section 7.3 Upon termination of this Agreement, all authorizations,
rights, and obligations shall cease except the obligations to settle accounts
hereunder, including the settlement of monies due in connection with Contracts
in effect at the time of termination or issued pursuant to applications received
by Equitable prior to termination, and the agreements contained in Article VI.
ARTICLE VIII
Miscellaneous
Section 8.1 None of the parties hereto shall be liable to the other for
any action taken or omitted by it, or any of its officers, agents or employees,
in performing their respective responsibilities under this Agreement in good
faith and without negligence, willful misfeasance or reckless disregard of such
responsibilities.
Section 8.2 The Distributor will execute such papers and do such acts and
things as shall from time to time be reasonably requested by Equitable for the
purpose of (a) maintaining the registration of the interests under the Contracts
under the 1933 Act and the Separate Account under the 1940 Act, and (b)
qualifying and maintaining qualification of the Contracts for sale under the
applicable laws of any state.
Section 8.3 All notices under this Agreement shall be given in writing and
addressed as follows:
if to the Distributor, to:
Equitable Distributors, Inc.
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: President
if to Equitable or the Separate Account, to:
The Equitable Life Assurance Society
of the United States and
Separate Account No. 45
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: President
Equitable Special Products Group
or to such other address as such party may hereafter specify in writing. Each
such notice shall be either hand delivered or transmitted by certified United
States mail, return receipt requested, and shall be effective upon delivery.
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Section 8.4 If any provision of this Agreement shall be held or made
invalid by a court decision, statute, rule or otherwise, the remainder of this
Agreement shall not be affected thereby.
Section 8.5 This Agreement constitutes the entire agreement between the
parties hereto and may not be modified except in a written instrument executed
by all parties hereto.
Section 8.6 This Agreement shall be subject to the provisions of the 1934
Act and, to the extent applicable, the 1940 Act and the rules, regulations and
rulings thereunder and of the NASD, from time to time in effect, including such
exemptions from the 1940 Act as the SEC may grant, and the terms hereof shall be
interpreted and construed in accordance therewith.
Section 8.7 This Agreement shall be interpreted in accordance with the
laws of the State of New York.
Section 8.8 This Agreement may be executed in two or more counterparts,
each of which taken together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
signed by their respective officials thereunto duly authorized, as of the day
and year first above written.
EQUITABLE DISTRIBUTORS, INC.
By:____________________________________
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By:____________________________________
SEPARATE ACCOUNT NO. 45
By: THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
as depositor
By:____________________________________
IS5_1.DOC/24341
IUS_1.DOC/24436
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