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 $23,000,000
("Working Capital") to the Trust in the manner hereinafter described; and
WHEREAS, it is necessary and desirable that the teens under which said
Working Capital is contributed and the respective rights of the Insurance
Company and the Trust with respect there to be determined;
NOW, THEREFORE, it is hereby agreed between Insurance Company on behalf
of the Separate Account and the Trust as follows:
I
Insurance Company will provide for the contribution to the Trust the sum
of $23,000,000. 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 Portfolio of Trust as selected by Insurance Company and
shall be subject to the same valuation procedures and the same periodic
charges as are other shares of such Portfolios.
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 4th day of October, 1994.
EQUITABLE LIFE INSURANCE COMPANY OF IOWA
BY: /s/ XXXX X. XXXXXXX
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Xxxx X. Xxxxxxx, President
EQUI-SELECT SERIES TRUST
BY: /s/ XXXX X. XXXXXXXX
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Xxxx X Xxxxxxxx, President