EXHIBIT 6(a)
DISTRIBUTION AGREEMENT
CLASS IA SHARES
EQ FINANCIAL CONSULTANTS, INC.
AGREEMENT, dated as of ___________, 1997 by and between EQ Advisors
Trust (the "Trust") and EQ Financial Consultants, Inc. ("EQ Financial").
W I T N E S S E T H:
WHEREAS, the Trust is a Delaware business trust whose shareholders
are and will be separate accounts in unit investment trust form ("Eligible
Separate Accounts") of insurance companies ("Participating Insurance
Companies"); and
WHEREAS, such Participating Insurance Companies issue, among other
products, variable insurance and annuity products ("Variable Products") whose
net premiums, contributions or other considerations may be allocated to
Eligible Separate Accounts for investment in the Trust; and
WHEREAS, the Trust's Class IA shares will not be sold except in
connection with such Variable Products or directly to tax-qualified pension
and retirement plans ("Qualified Plans") outside the separate account context;
and
WHEREAS, the Trust desires that EQ Financial undertake marketing
activities with respect to the Class IA Shares of the Trust's constituent
series or investment portfolios ("Portfolios") Portfolios; and
WHEREAS, the Trust is registered as an open-end investment company
under the Investment Company Act of 1940 ("Investment Company Act"); and
WHEREAS, the Investment Company Act prohibits any principal
underwriter for a registered open-end management investment company from
offering for sale, selling, or delivering after sale any security of which
such company is the issuer, except pursuant to a written contract with such
investment company, and EQ Financial will be a distributor for sale of the
Class IA shares issued by the Trust; and
WHEREAS, EQ Financial is registered as a broker-dealer under the
Securities Exchange Act of 1934, as amended, ("Securities Exchange Act") and
is a member of the National Association of Securities Dealers, Inc. ("NASD").
NOW THEREFORE, the Trust and EQ Financial agree as follows:
Section 1. The Trust has adopted a form of Participation Agreement,
which was approved by the Board of Trustees of the Trust. This Agreement shall
be subject to the provisions of the form of Participation Agreement, the terms
of which are incorporated herein by reference, made a part hereof and
controlling. The form of Participation Agreement may be amended or superseded,
without prior notice, and this Agreement shall be deemed amended to the extent
the
form of Participation Agreement is amended or superseded. EQ Financial
represents and warrants that it will act in a manner consistent with such form
of Participation Agreement as it is currently set forth and as it may be
amended or superseded, so long as EQ Financial serves as the principal
underwriter of the Class IA shares of the Trust.
Section 2. EQ Financial is hereby authorized, from time to time, to
enter into separate written agreements ("Sales Agreements" or, individually, a
"Sales Agreement"), on terms and conditions not inconsistent with this
Agreement, with Participating Insurance Companies which have Eligible Separate
Accounts and which agree to participate in the distribution of the Trust's
Class A shares, directly or through affiliated broker dealers by means of
distribution of Variable Products and to use their best efforts to solicit
applications for Variable Products. EQ Financial may not enter into any Sales
Agreement with any Participating Insurance Company that is more favorable than
that maintained with any other Participating Insurance Company and Eligible
Separate Account, except that not all Portfolios of the Trust need be made
available for investment by all Participating Insurance Companies, Eligible
Separate Accounts or Variable Products. The Board of Trustees of the Trust
may, in its sole discretion, determine that certain Portfolios and classes of
shares of the Trust shall be available only to certain types of Variable
Products or to a single Participating Insurance Company and its affiliates.
Section 3. Such Participating Insurance Companies and their agents or
representatives soliciting applications for Variable Products shall be duly
and appropriately licensed, registered or otherwise qualified for the sale of
Variable Products under any applicable insurance laws and any applicable
securities laws of one or more states or other jurisdictions in which Variable
Products may be lawfully sold. Each such Participating Insurance Company
shall, when required by law, be both registered as a broker-dealer under the
Securities Exchange Act and a member of the NASD. Each such Participating
Insurance Company shall agree to comply with all laws and regulations, whether
federal or state, and whether relating to insurance, securities or other
general areas, including but not limited to the recordkeeping and sales
supervision requirements of such laws and regulations.
Section 4. The Trust's shares are divided into series or Portfolios,
each representing a different portfolio of investments. Each Portfolio is
further divided into Class IA and Class IB shares. The Trust's Portfolios and
any restrictions on availability for Class IA shares relating thereto are set
forth in Schedule A hereto, which may be amended from time to time.
Purchases and redemptions of the Trust's Class IA shares of each
Portfolio shall be at the net asset value therefor, computed as set forth in
the most recent relevant Prospectus and Statement of Additional Information
relating to the Trust's Class IA contained in its Registration Statement on
Form N-1A, or any amendments thereto (respectively, "Trust Prospectus" and
"SAI"), and any supplements thereto and shall be submitted by the
Participating Insurance Company to the Trust's transfer agent pursuant to
procedures and in accordance with payment provisions adopted by EQ Financial
and the Trust from time to time. The Trust's Class IA shares may not be sold
or transferred, except to an Eligible Separate Account or Qualified Plan,
without the prior approval of the Trust's Board of Trustees.
Section 5. The Trust shall not pay any compensation to EQ Financial
for services as a distributor hereunder, nor shall the Trust reimburse EQ
Financial for any expenses related to
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such services. EQ Financial may, but need not, pay or charge Participating
Insurance Companies pursuant to Sales Agreements, as described in Section 2
hereof.
Section 6. The Trust represents to EQ Financial that the Trust
Prospectus and SAI, as of their respective effective dates, contain all
statements and information which are required to be stated therein by the
Securities Act of 1933, as amended ("1933 Act"), and in all respects conform
to the requirements thereof, and neither the Trust Prospectus nor the SAI
include any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein
not misleading; provided, however, that the foregoing representations shall
not apply to information contained in or omitted from the Trust Prospectus and
SAI in reliance upon, and in conformity with, written information furnished by
EQ Financial specifically for use in the preparation thereof.
In this connection, EQ Financial acknowledges that the day-to-day
operations of the Trust, including without limitation, investment management,
securities brokerage allocation, cash control, accounting, recordkeeping and
other administrative, marketing and regulatory compliance functions, are
carried on and may in the future be carried on by The Equitable Life Assurance
Society of the United States ("Equitable"), affiliates of Equitable, and other
parties unaffiliated with Equitable on behalf of the Trust (collectively, the
"Preparing Parties"), under various agreements and arrangements, and that such
activities in large measure provide the basis upon which statements and
information are included or omitted from the Trust Prospectus and SAI. EQ
Financial further acknowledges that because of the foregoing arrangements, the
preparation of the Trust Prospectus and SAI is substantially in the control of
the Preparing Parties, subject to the broad supervisory authority and
responsibility of the Trust's Board of Trustees, and that, essentially, the
only Trust Prospectus or SAI information not independently known to, or
prepared by, the Preparing Parties is personal information as to each
Trustee's full name, age, background, business experience and other personal
information that may require disclosures under securities laws and for which
the Preparing Parties necessarily must rely on each such Trustee to produce.
Section 7. The Trust will periodically prepare Prospectuses (and, if
applicable, SAIs) and any supplements thereto, proxy materials and annual and
semi-annual reports (collectively, the "Documents") and shall, in accordance
with the form of Participation Agreement, provide sufficient copies of such
Documents or shall make camera ready copy available to EQ Financial for
reproduction by EQ Financial or the Participating Insurance Companies. With
respect to Documents provided to existing owners of Variable Products, the
cost of preparing, printing, mailing or otherwise distributing such Documents
shall be borne by the Trust. With respect to the Trust's Class IA shares, the
Trust shall not pay the cost of printing, mailing or otherwise distributing
such Documents except as specified in this Section 7. The Trust will use its
best efforts to provide notice to EQ Financial of anticipated filings or
supplements. EQ Financial or the Participating Insurance Companies may alter
the form of some or all of the Documents, with the prior approval of the
Trust's officers and legal counsel. Any preparation costs associated with
altering the form of the Documents will be borne by EQ Financial or the
Participating Insurance Companies, not the Trust.
Section 8. EQ Financial and officers of the Trust may, from time to
time, authorize descriptions of the Trust for use in sales literature or
advertising by the Participating Insurance
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Companies (including brochures, letters, illustrations and other similar
materials, whether transmitted directly to potential applicants or published
in print or audio-visual media), which authorization will not be unreasonably
withheld or delayed.
Section 9. EQ Financial shall furnish to the Trust, at least
quarterly, reports as to the sales of the Trust's Class IA shares made
pursuant to this Agreement. These reports may be combined with any similar
report prepared by EQ Financial or any of the Preparing Parties.
Section 10. EQ Financial shall submit to all regulatory and
administrative bodies having jurisdiction over the operations of EQ Financial,
the Trust, or any Participating Insurance Company, present or future, any
information, reports or other material which any such body by reason of this
Agreement may request or require as authorized by applicable laws or
regulations.
Section 11. This Agreement shall be subject to the provisions of the
Investment Company Act, the Securities Exchange Act and the 1933 Act and the
rules, regulations, and rulings thereunder and of the NASD, from time to time
in effect, including such exemptions and no-action positions as the Securities
and Exchange Commission or its staff may grant, and the terms hereof shall be
interpreted and construed in accordance therewith. Without limiting the
generality of the foregoing, (a) the term "assigned" shall not include any
transaction exempted from section 15(b)(2) of the Investment Company Act and
(b) the vote of the persons having voting rights in respect of the Trust
referred to in Section 12 shall be the affirmative votes of the lesser of (i)
the holders of more than 50% of all votes in respect of Class IA shares
entitled to be cast in respect of the Trust or (ii) the holders of at least
67% of the votes in respect of Class IA shares which are present at a meeting
of such persons if the holders of more than 50% of all votes in respect of
Class IA shares entitled to be cast in respect of the Trust are present or
represented by proxy at such meeting, in either case voted in accordance with
the provisions contained in the form of Participation Agreement or any
policies on conflicts adopted by the Board of Trustees.
Section 12. This Agreement shall continue in effect only so long as
such continuance is specifically approved at least annually by a majority of
the Trustees of the Trust who are not interested persons of the Trust or EQ
Financial ("Independent Trustees") and by (a) persons having voting rights in
respect of the Trust, by the vote stated in Section 11, voted in accordance
with the provisions contained in the form of Participation Agreement or any
policies on conflicts adopted by the Board of Trustees, or (b) the Board of
Trustees of the Trust. This Agreement may be terminated at any time, without
penalty, by a majority of the Independent Trustees or by persons having voting
rights in respect of the Trust by the vote stated in Section 11.
Section 13. This Agreement shall terminate automatically if it shall
be assigned.
Section 14. The Trust shall indemnify and hold harmless EQ Financial
from any and all losses, claims, damages or liabilities (or actions in respect
thereof) to which EQ Financial may be subject, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or result
from negligent, improper, fraudulent or unauthorized acts or omissions by the
Trust or its officers, trustees, agents or representatives, other than acts or
omissions caused directly or indirectly by EQ Financial.
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EQ Financial will indemnify and hold harmless the Trust, its
officers, trustees, agents and representatives against any losses, claims,
damages or liabilities, to which the Trust its officers, trustees, agents and
representatives may become subject, insofar as such losses, claims, damages or
liabilities (or actions in respect thereof) arise out of or are based upon:
(i) any untrue statement or alleged untrue statement of any material fact
contained in the Trust Prospectus and/or SAI or any supplements thereto; (ii)
the omission or alleged omission to state any material fact required to be
stated in the Trust Prospectus and/or SAI or any supplements thereto or
necessary to make the statements therein not misleading; or (iii) other
misconduct or negligence of EQ Financial in its capacity as a principal
underwriter of the Trust's Class IA shares and will reimburse the Trust, its
officers, trustees, agents and representatives for any legal or other expenses
reasonably incurred by any of them in connection with investigating or
defending against such loss, claim, damage, liability or action; provided,
however, that EQ Financial shall not be liable in any such instance to the
extent that any 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 the Trust Prospectus and/or SAI or any supplement in
good faith reliance upon and in conformity with written information furnished
by the Preparing Parties specifically for use in the preparation of the Trust
Prospectus and/or SAI.
Section 15. A copy of the Agreement and Declaration of Trust of the
Trust is on file with the Secretary of State of Delaware and notice is given
hereby that this Agreement is executed on behalf of the Trustees of the Trust
as trustees and not individually, and that the obligations of or arising out
of this Agreement are not binding upon any of the Trustees or shareholders
individually but are binding only upon the assets and property of each
Portfolio.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be duly executed as of the day and year first above written.
EQ ADVISORS TRUST
By: __________________________________
EQ FINANCIAL CONSULTANTS, INC.
By: ___________________________________
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SCHEDULE A
Portfolios of
EQ Advisors Trust
▇. ▇▇▇▇ Price International Stock Portfolio
▇. ▇▇▇▇ Price Equity Income Portfolio
EQ/▇▇▇▇▇▇ Growth & Income Value Portfolio
EQ/▇▇▇▇▇▇ International Equity Portfolio
EQ/▇▇▇▇▇▇ Investors Growth Portfolio
EQ/▇▇▇▇▇▇ Balanced Portfolio
MFS Research Portfolio
MFS Emerging Growth Companies Portfolio
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equity Portfolio
Warburg Pincus Small Company Value Portfolio
▇▇▇▇▇▇▇ ▇▇▇▇▇ World Strategy Portfolio
▇▇▇▇▇▇▇ ▇▇▇▇▇ Basic Value Equity Portfolio
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