<PAGE>
Registration No. 333-50967
- -------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM N-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 [ ]
Pre-Effective Amendment No. __ [ ]
Post-Effective Amendment No.1 [X]
AND/OR
REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940 [ ]
Amendment No. __ [ ]
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
(Exact Name of Registrant)
---------
THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES
(Name of Depositor)
1290 Avenue of the Americas, New York, New York 10104
(Address of Depositor's Principal Executive Offices)
Depositor's Telephone Number, including Area Code: (212) 554-1234
---------
Mary P. Breen
Vice President and Associate General Counsel
The Equitable Life Assurance Society of the United States
1290 Avenue of the Americas, New York, New York 10104
(Name and Address of Agent for Service)
---------
Please send copies of all communications to:
PETER E. PANARITES
Freedman, Levy, Kroll & Simonds
1050 Connecticut Avenue, N.W., Washington, D.C. 20036
---------
<PAGE>
Approximate Date of Proposed Public Offering: Continuous
It is proposed that this filing will become effective (check
appropriate box):
Immediately upon filing pursuant to paragraph (b) of Rule 485
[ ] On __________ pursuant to paragraph (b) of Rule 485.
[ ] 60 days after filing pursuant to paragraph (a)(1) of Rule 485.
[X] On April 15, 1999 pursuant to paragraph (a)(1) of Rule 485.
If appropriate, check the following box:
[ ] This post-effective amendment designates a new effective date for
previously filed post-effective amendment.
Title of Securities Being Registered:
Units of interest in Separate Accounts under variable annuity contracts.
<PAGE>
[Outside Wrapper]
AMERICAN DENTAL ASSOCIATION
MEMBERS RETIREMENT PROGRAM
MAY 1, 1999
[EQUITABLE AXA LOGO]
[ADA LOGO]
<PAGE>
AMERICAN DENTAL ASSOCIATION
MEMBERS RETIREMENT PROGRAM
PROSPECTUS DATED MAY 1, 1999
Please read this prospectus and keep it for future reference. It contains
important information you should know before participating or taking any other
action under the Program.
ABOUT THE ADA PROGRAM. The Program provides members of the American Dental
Association and their eligible employees several plans for the accumulation of
retirement savings on a tax-deferred basis. Ten investment options -- seven
"investment funds" and three "guaranteed options" are available under the
plans. The investment funds and guaranteed options comprise the "investment
options" covered by this prospectus and our separate prospectus referred to
below. The investment funds, below, are offered by THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES.
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------------
INVESTMENT FUNDS
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C>
o GROWTH EQUITY FUND o EQUITY INDEX FUND o LIFECYCLE FUND - MODERATE
o AGGRESSIVE EQUITY FUND o REAL ESTATE FUND o LIFECYCLE FUND - CONSERVATIVE
o ADA FOREIGN FUND
- --------------------------------------- --------------------------------- -------------------------------------------
</TABLE>
The Growth Equity Fund is managed by Equitable.
The Real Estate Fund invests primarily in units of Equitable's Prime Property
Fund.
The Aggressive Equity Fund, ADA Foreign Fund and Equity Index Fund respectively
invest in shares of the following mutual funds: MFS Emerging Growth Fund,
Templeton Foreign Fund and State Street Global Advisors (SSgA) S&P 500 Index
Fund ("Underlying Mutual Funds"). You should also read the prospectuses for the
Underlying Mutual Funds and keep them for future reference.
The Lifecycle Funds-Conservative and Moderate ("Lifecycle Funds") each invest
in units of a corresponding group trust ("Lifecycle Fund Group Trusts")
maintained by State Street Bank and Trust Company ("State Street").
THE EQUITY INDEX FUND AND THE LIFECYCLE FUNDS ARE DESCRIBED, IN DETAIL, IN A
SEPARATE PROSPECTUS FOR THOSE INVESTMENT FUNDS. You may obtain a copy of that
prospectus, or of any Underlying Mutual Fund prospectus, by writing or calling
us toll-free. See "How To Reach Us" at page 2.
GUARANTEED OPTIONS. The guaranteed options include a 3-year Guaranteed Rate
Account and 5-year Guaranteed Rate Account, and the Money Market Guarantee
Account.
<PAGE>
We have filed registration statements relating to this offering with the
Securities and Exchange Commission. A statement of additional information
("SAI"), dated May 1, 1999, which is part of the registration statements, is
available free of charge upon request by writing to us or calling us toll-free.
The SAI has been incorporated by reference into this prospectus. The table of
contents for the SAI and a request form to obtain the SAI appear at the end of
this prospectus. You may also obtain a copy of this prospectus and the SAI
through the SEC web site at www.sec.gov.
THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED THESE
SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES ARE NOT
INSURED BY THE FDIC OR ANY OTHER AGENCY. THEY ARE NOT DEPOSITS OR OTHER
OBLIGATIONS OF ANY BANK AND ARE NOT BANK GUARANTEED. THEY ARE SUBJECT TO
INVESTMENT RISKS AND POSSIBLE LOSS OF PRINCIPAL.
<PAGE>
WHO IS EQUITABLE? The Equitable Life Assurance Society of the United States
("Equitable") is the issuer of a group annuity contract that funds the Program.
Equitable also makes forms of plans and trusts available, and offers
recordkeeping and participant services to facilitate the operation of the
Program.
Equitable is a New York stock life insurance corporation and has been doing
business since 1859. We are a wholly-owned subsidiary of The Equitable
Companies, Inc., whose majority shareholder is AXA, a French insurance holding
company. As a majority shareholder, and under its other arrangements with
Equitable and Equitable's parent, AXA exercises significant influence over the
operations and capital structure of Equitable and its parent. Neither AXA nor
Equitable's related companies, however, have any legal responsibility to pay
amounts that Equitable owes under its group annuity contract that funds the ADA
Progam.
Equitable manages over $______ billion in assets as of December 31, 1998. For
more than 100 years we have been among the largest insurance companies in the
United States. We are licensed to sell life insurance and annuities in all
fifty states, the District of Columbia, Puerto Rico, and the U.S. Virgin
islands. Our home office is located at 1290 Avenue of the Americas, New York,
NY 10104.
HOW TO REACH US. You can reach us as indicated below To obtain:
o Copies of any plans, trusts, participation agreements, or enrollment
or other forms used in the Program.
o Unit values and other values under your plan,
o Any other information or materials that we provide in connection
with the Program.
INFORMATION ON JOINING THE PROGRAM
<TABLE>
<CAPTION>
<S> <C> <C>
BY PHONE: 1-800-523-1125 BY REGULAR MAIL: BY REGISTERED, CERTIFIED, OR
(Retirement Pogram The ADA Members OVERNIGHT DELIVERY:
Secialists available Retirement Program The ADA Members
weekdays 9 AM to 5 PM c/o Equitable Retirement Program
Eastern Time) Box 2011 c/o Equitable
Secaucus, NJ 07096 200 Plaza Drive, Second Floor
Secaucus, NJ 07094
INFORMATION ONCE YOU JOIN THE PROGRAM
BY REGULAR MAIL: FOR CONTRIBUTION CHECKS ONLY: FOR REGISTERED, CERTIFIED, OR
(correspondence): The Association Members OVERNIGHT DELIVERY:
The ADA Members Retirement Program The ADA Members
Retirement Program P.O. Box 1599 Retirement Program
Box 2486 G.P.O. Newark, NJ 07101-9764 c/o Equitable
New York, NY 10116 200 Plaza Drive, 2B-55
Secaucus, NJ 07094
</TABLE>
2
<PAGE>
BY PHONE: 1-800-223-5790 (Account Executives available weekdays 9AM to 5PM
Eastern Time).
TOLL-FREE AIM SYSTEM: By calling 1-800-223-5790 you may, with your assigned
personal security code, use our Automated Investment Management ("AIM") System
to:
o Transfer between investment options and obtain account information.
o Change the allocation of future contributions and maturing guaranteed
options.
o Hear investment performance information, including investment fund
unit values and current guaranteed option interest rates.
The AIM System operates 24 hours a day. You may speak with our Account
Executives during regular business hours about any matters covered by the
AIM System.
NO PERSON IS AUTHORIZED BY THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED
STATES TO GIVE ANY INFORMATION OR MAKE ANY REPRESENTATIONS OTHER THAN THOSE
CONTAINED IN THIS PROSPECTUS AND THE SAI, OR IN OTHER PRINTED OR WRITTEN
MATERIAL ISSUED BY EQUITABLE. YOU SHOULD NOT RELY ON ANY OTHER INFORMATION OR
REPRESENTATION.
3
<PAGE>
CONTENTS OF THIS PROSPECTUS
PAGE
IN PROSPECTUS
-------------
THE PROGRAM AT A GLANCE - KEY FEATURES...............................7
FEE TABLE............................................................9
Examples.........................................................13
CONDENSED FINANCIAL INFORMATION..................................14
DECIDING TO PARTICIPATE - PROGRAM FEATURES AND BENEFITS.............14
INVESTMENT OPTIONS..................................................14
THE GROWTH EQUITY FUND..............................................15
Objective........................................................15
Investment Manager...............................................15
Investment Strategies............................................15
Risks of Investment Strategies...................................16
THE AGGRESSIVE EQUITY, ADA FOREIGN AND EQUITY INDEX FUNDS...........17
LIFECYCLE FUNDS--CONSERVATIVE AND MODERATE..........................18
Objectives.......................................................18
THE LIFECYCLE FUND GROUP TRUSTS.....................................18
ADDITIONAL INFORMATION ABOUT THE EQUITY FUNDS.......................19
CHANGE OF INVESTMENT OBJECTIVES..................................19
Voting Rights....................................................19
THE REAL ESTATE FUND................................................19
Objective........................................................19
Investment Manager...............................................20
Investment Strategies............................................20
Liquid Assets....................................................21
Investment Risks Related to Prime Property Fund..................22
SPECIAL RISKS RELATED TO THE REAL ESTATE FUND.......................22
Liquidity........................................................22
Insurance Risks..................................................23
CONFLICTS OF INTEREST...............................................23
THE GUARANTEED OPTIONS..............................................24
GUARANTEED RATE ACCOUNTS............................................25
Restrictions on Withdrawals and Transfers........................25
The GRA Guarantees...............................................25
MONEY MARKET GUARANTEE ACCOUNT......................................26
The Money Market Guarantee Account Guarantee.....................26
Calculation of Our Rates.........................................27
HOW WE VALUE YOUR ACCOUNT BALANCE IN THE INVESTMENT FUNDS...........27
FOR AMOUNTS IN THE EQUITY FUNDS..................................27
For Amounts in the Real Estate Fund..............................27
TRANSFERS AND ACCESS TO YOUR ACCOUNT................................28
Transfers Among Investment Options...............................28
Our Account Investment Management System.........................29
Participant Loans................................................29
4
<PAGE>
PAGE
IN PROSPECTUS
-------------
Choosing Benefit Payment Options.................................30
Spousal Consent..................................................31
BENEFITS PAYABLE AFTER THE DEATH OF A PARTICIPANT...................31
THE PROGRAM.........................................................31
Eligible Employers...............................................32
Summary of Plan Choices..........................................32
Getting Started..................................................33
How To Make Program Contributions................................33
Allocating Program Contributions.................................34
Distributions from the Investment Options........................34
Rules Applicable to Participant Distributions....................35
PERFORMANCE INFORMATION.............................................36
HOW WE CALCULATE PERFORMANCE DATA...................................41
CHARGES AND EXPENSES................................................42
CHARGES BASED ON AMOUNTS INVESTED IN THE PROGRAM....................42
PROGRAM EXPENSE CHARGE...........................................42
Investment Management and Administration Fees....................43
Other Expenses Borne by the Investment Funds.....................45
PLAN AND TRANSACTION EXPENSES.......................................45
ADA Retirement Plan, Prototype Self-Directed Plan and............45
INDIVIDUAL ANNUITY CHARGES.......................................46
General Information On Fees And Charges..........................46
TAX INFORMATION.....................................................46
INCOME TAXATION OF DISTRIBUTIONS TO QUALIFIED PLAN PARTICIPANTS.....47
OTHER TAX CONSEQUENCES..............................................48
MORE INFORMATION....................................................48
About Program Changes or Terminations............................48
IRS Disqualification.............................................49
About the Separate Accounts......................................49
ABOUT OUR YEAR 2000 PROGRESS.....................................50
ABOUT LEGAL PROCEEDINGS..........................................50
ABOUT OUR INDEPENDENT ACCOUNTANTS................................50
Reports We Provide and Available Information.....................50
APPENDIX I: CONDENSED FINANCIAL INFORMATION........................52
APPENDIX II: AN INDEX OF KEY WORDS AND PHRASES.....................56
STATEMENT OF ADDITIONAL INFORMATION-TABLE OF CONTENTS...............57
--------------------
WHEN WE USE THE WORDS "WE," "US" AND "OUR," WE MEAN EQUITABLE.
5
<PAGE>
WHEN WE ADDRESS THE READER OF THIS PROSPECTUS WITH WORDS SUCH AS "YOU" AND
"YOUR," WE GENERALLY MEAN THE INDIVIDUAL PARTICIPANT IN ONE OR MORE OF THE
PLANS AVAILABLE IN THE PROGRAM, UNLESS OTHERWISE EXPLAINED. FOR EXAMPLE, "THE
PROGRAM" SECTION OF THE PROSPECTUS IS PRIMARILY DIRECTED AT THE EMPLOYER.
PLEASE SEE APPENDIX II FOR AN INDEX OF KEY WORDS AND PHRASES USED IN THIS
PROSPECTUS. THE INDEX WILL REFER YOU TO THE PAGE WHERE PARTICULAR TERMS ARE
DEFINED OR EXPLAINED.
6
<PAGE>
THE PROGRAM AT A GLANCE - KEY FEATURES
EMPLOYER Our Master Plan is a defined contribution master plan that
CHOICE OF can be adopted as a profit-sharing plan (401(k), SIMPLE
RETIREMENT 401(k) and safe harbor 401(k) features are available) and a
PLANS defined contribution pension plan, or both. The Program's
Tax Advantages investment options are the only investment choices under the
Master Plan.
Our Self-Directed Prototype Plan gives added flexibility in
choosing your investments.
If you maintain your own individually-designed plan you may
use the investment options in the Program through our Pooled
Trust.
[Sidebar: In a defined contribution plan, the employees make
the contributions and investment choices. In a profit-sharing
plan, the employees may be eligible to benefit from the
profits of the company. In a defined benefit plan, the
employer sets aside money for its employees and makes all
investment decisions.]
- -------------------------------------------------------------------------------
PLAN MASTER PLAN:
FEATURES o Program investment options used as the only investment
choices.
o Plan-level and participant-level recordkeeping,
benefit payments, tax withholding and reporting
provided.
o Use of our Master Trust.
o No minimum amount must be invested.
SELF-DIRECTED PROTOTYPE PLAN:
o You may combine Program investment options with
individual stock and bond investments.
o Our Pooled Trust is adopted for investment use only,
and a minimum of $25,000 must be maintained in the
Trust.
o Recordkeeping services provided only for plan assets
in Pooled Trust.
o Third party recordkeeping services can be arranged
through us.
o Brokerage services can be arranged through us.
INVESTMENT ONLY IN POOLED TRUST:
o Our Pooled Trust is used for investment only.
o Recordkeeping services provided for plan assets in
Pooled Trust.
- -------------------------------------------------------------------------------
7
<PAGE>
- -------------------------------------------------------------------------------
PROFESSIONAL These professional investment managers advise or sponsor
INVESTMENT the six different Equity Funds and the Real Estate Fund:
MANAGEMENT
ALLIANCE CAPITAL MANAGEMENT L.P. STATE STREET BANK AND
TRUST COMPANY MASSACHUSETTS FINANCIAL SERVICES COMPANY
TEMPLETON GLOBAL ADVISORS LTD. LEND LEASE REAL ESTATE
INVESTMENTS, INC.
- -------------------------------------------------------------------------------
GUARANTEED o The three guaranteed options include two Guaranteed
OPTIONS Rate Accounts and a Money Market Guarantee Account.
- -------------------------------------------------------------------------------
TAX ADVANTAGES o ON EARNINGS No tax on investment earnings until
withdrawn. Withdrawals and
distributions taxed at ordinary income
tax rates.
o ON TRANSFERS No tax on internal transfers.
- -------------------------------------------------------------------------------
CHARGES AND o Program expense charge assessed against combined value
EXPENSES of Program assets.
o Investment management and administrative fees and
other expenses charged on an investment fund-by-fund
basis, as applicable.
o Plan and transaction charges that vary by type of plan
adopted, or by specific transaction.
o Indirectly, applicable charges of underlying
investment vehicles for investment management, 12b-1
fees and other expenses.
- -------------------------------------------------------------------------------
BENEFIT o Lump sum.
PAYMENT o Installments on a time certain or dollar certain
OPTIONS basis.
o Variety of annuity benefit payout options as available
under your employer's plan.
o Fixed or variable annuity options available.
- -------------------------------------------------------------------------------
8
<PAGE>
- -------------------------------------------------------------------------------
ADDITIONAL o Toll-free number available for transfers and account
FEATURES information. Participant loans (if elected by your
employer; some restrictions apply).
o Regular statements of account.
o Retirement Program Specialist and Account Executive
support.
o Daily valuation of accounts.
o 5500 reporting.
o For Master Plan, automatic updates for law changes.
o Contribution calculation software.
- -------------------------------------------------------------------------------
FEE TABLE
The fee tables and discussion below will help you understand the various
charges and expenses you will bear under the Program. The tables reflect
charges: (1) you will directly incur, including Program and investment fund
fees and charges, and (2) fees and expenses of the Underlying Mutual Funds, and
the Lifecycle Group Trusts and their underlying collective funds ("Underlying
State Street Funds") you will indirectly incur. If you annuitize your account,
charges for premium taxes and other fees may apply.
WHEN YOU PURCHASE OR REDEEM UNITS OF ANY OF THE INVESTMENT FUNDS YOU WILL PAY
NO SALES LOAD, NO DEFERRED SALES CHARGE, NO SURRENDER FEES AND NO TRANSFER OR
EXCHANGE FEES.
PROGRAM EXPENSE CHARGE AND INVESTMENT FUND OPERATING EXPENSES
The Program expense charge and operating expenses of the investment funds are
paid out of each investment fund's assets. The Growth Equity and Real Estate
Funds each pay us an investment management fee that varies based on their
respective assets. No management fees are paid to us by the Aggressive Equity
Fund, the ADA Foreign Fund, the Equity Index Fund, or the Lifecycle Funds. The
Program expense charge is based partly on the level of assets under the Program
and partly on the number of plans. An administration fee is based on investment
fund assets. Each investment fund also incurs other expenses for services such
as printing, mailing, legal, and similar items. All of these operating expenses
are reflected in each investment fund's unit value. See "How We Value Your
Account."
The tables that follow summarize the charges, at annual percentage rates, that
apply to the investment funds. They do not include other charges which are
specific to the various plans, such as enrollment fees or record maintenance
and report fees. See "Charges and Expenses," for more details. The expenses
shown are based on average Program assets in each of the investment funds
during the year ended December 31, 1998, and reflect currently applicable fees.
9
<PAGE>
- -------------------------------------------------------------------------------
GROWTH EQUITY AND REAL ESTATE FUNDS
- -------------------------------------------------------------------------------
PROGRAM INVESTMENT
EXPENSE ADMINISTRATION MANAGEMENT OTHER
FUND CHARGE FEE FEE EXPENSES TOTAL
Growth Equity 0.64% 0.15% 0.22% 0.06% 1.07%
Real Estate 0.64 0.25 1.10 0.30% 2.29%
- -------------------------------------------------------------------------------
AGGRESSIVE EQUITY, ADA FOREIGN AND EQUITY INDEX FUNDS
- -------------------------------------------------------------------------------
The Aggressive Equity, ADA Foreign and Equity Index Funds each invest in shares
of an Underlying Mutual Fund. The following table shows, at annual percentage
rates, the charges and fees which are deducted from each of these investment
funds and the Underlying Mutual Fund. No transaction charges are incurred by
the investment funds when shares of the Underlying Mutual Fund are purchased or
redeemed, but annual mutual fund operating expenses are indirectly incurred.
For a detailed description of charges and expenses incurred by the Underlying
Mutual Funds please see their prospectuses.
<TABLE>
<CAPTION>
PROGRAM INVESTMENT
EXPENSE ADMINISTRATION MANAGEMENT OTHER
CHARGE FEE FEE EXPENSES 12B-1 FEE TOTAL
<S> <C> <C> <C> <C> <C> <C>
Aggressive Equity
Fund 0.64% 0.15% (2) None 0.10% None 0.89% (2)
MFS Emerging
Growth Fund (1) None None 0.76% 0.22% 0.25% 1.16%
---------------------------------------------------------------------------------------
TOTAL 0.64% 0.15% (2) 0.76% 0.32% 0.25% 2.05% (2)
- -----------------------------------------------------------------------------------------------------------
ADA Foreign Fund 0.64% 0.15% (4) None 0.12% None 0.91% ( 4)
Templeton Foreign
Fund Class A (3) None None 0.61% 0.26% 0.25% 1.02%
---------------------------------------------------------------------------------------
TOTAL 0.64% 0.15% (4) 0.61% 0.34% 0.25% 1.99% (4)
- -----------------------------------------------------------------------------------------------------------
Equity Index Fund 0.64% 0.15% None 0.26% (7) None 1.05%
SSgA S&P 500
Fund (5) None None 0.00% (6) 0.10% 0.06% 0.16% (6)
---------------------------------------------------------------------------------------
TOTAL 0.64% 0.15% 0.00% (6) 0.36% (7) 0.06% 1.21% (6)
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Source: MFS Emerging Growth Fund prospectus dated [April 1, 1999.]
(2) An administration fee of up to 0.25% of the average daily net assets
of the Program invested in the MFS Emerging Growth Fund is paid to
Equitable by MFS Fund Distributors, Inc. ("MSF Distributors").
Equitable has waived the 0.15% administration fee applicable to the
Aggressive Equity Fund and will use the payment from MFS Distributors,
to defray administrative expenses associated with the Program's
operations and to fund Program enhancements. The agreement and waiver
are expected to be in
10
<PAGE>
effect for an indefinite period, but these arrangements are subject
to termination by either party upon notice.
(3) Source: Templeton Foreign Fund prospectus dated January 1, 1999.
(4) The Templeton Foreign Fund--Class A Rule 12b-1 plan is described in
the Templeton Foreign Fund's prospectus. Templeton Foreign Fund pays
Equitable an amount equal to the 0.25% Rule 12b-1 fee for services
Equitable performs for Templeton Foreign Fund. Equitable has waived
the 0.15% administration fee applicable to the ADA Foreign Fund and
will use the payment from Templeton Foreign Fund to defray
administrative expenses associated with the Program's operations and
to fund Program enhancements. The agreement and waiver are expected to
be in effect for an indefinite period, but these arrangements are
subject to termination by either party upon notice.
(5) Source: SSgA S&P 500 Index Fund Prospectus dated December 29, 1998.
(6) State Street has voluntarily agreed to waive up to the full amount of
its management fee of .10% of average daily net assets to the extent
that total operating expenses exceed .15% of average daily net assets
on an annual basis. The total operating expenses of the SSgA S&P 500
Index Fund absent the waiver would be .26% of average daily net assets
on an annual basis. The gross annual management expense before the fee
waiver would be .10% of average daily net assets. This agreement will
remain in effect for the current fiscal year. If the waiver agreement
is terminated, the full amount of State Street's management fee may be
assessed and the total Equity Index Fund expenses may increase.
(7) Includes organizational expenses of $33,917 that were initially paid
by Equitable and reimbursed over a five year period December 31, 1998.
- -------------------------------------------------------------------------------
LIFECYCLE FUNDS
- -------------------------------------------------------------------------------
No transaction charges are incurred by the Lifecycle Funds when units
of a corresponding Lifecycle Fund Group Trust are purchased or redeemed, but
annual operating expenses are incurred by each Lifecycle Fund Group Trust. A
deduction is made from the assets of each Lifecycle Fund Group Trust to
compensate State Street for managing the assets of the Lifecycle Fund Group
Trusts.
The fees and charges which are deducted from the assets of the
Lifecycle Funds, the Lifecycle Fund Group Trusts and the Underlying State
Street Funds are shown in the table below. For a detailed description of the
fee and charge arrangements involving the Lifecycle Funds, Lifecycle Fund Group
Trusts and Underlying State Street Funds, please see our separate prospectus
for the Equity Index Fund and the Lifecycle Funds.
11
<PAGE>
<TABLE>
<CAPTION>
PROGRAM INVESTMENT
EXPENSE ADMINISTRATION MANAGEMENT
CHARGE FEE FEE OTHER EXPENSES TOTAL
<S> <C> <C> <C> <C> <C>
Lifecycle Fund - Conservative 0.64% 0.15% None 0.97% (1) 1.76%
Lifecycle Fund
Group Trust -
Conservative None 0.20%(2) 0.17% 0.29% (1&3) 0.66%
Underlying Funds:
S&P 500 Flagship Fund None None None --% (4&5) --% (5)
Russell 2000 Fund None None None 0.06% (4) 0.06%
Daily EAFE Fund None None None 0.11% (4) 0.11%
Daily Government/Corporate Bond
Fund None None None 0.01% (4) 0.01%
Short Term Investment Fund None None None --% (4&5) --% (5)
- ------------------------------------------------------------------------------------------------------------------------
TOTAL 0.64% 0.35% 0.17% 1.28% (6) 2.44% (6)
- ------------------------------------------------------------------------------------------------------------------------
PROGRAM INVESTMENT
EXPENSE ADMINISTRATION MANAGEMENT
CHARGE FEE FEE OTHER EXPENSES TOTAL
Lifecycle Fund - Moderate 0.64% 0.15% None 0.26% (1) 1.05%
Lifecycle Fund
Group Trust -Moderate None 0.01% (2) 0.17% 0.02% (1&3) 0.20%
Underlying Funds:
S&P 500 Flagship Fund None None None --% (4&5) --% (5)
Russell 2000 Fund None None None 0.06% (4) 0.06%
Daily EAFE Fund None None None 0.11% (4) 0.11%
Daily Government/Corporate Bond
Fund None None None 0.01% (4) 0.01%
Short Term Investment Fund None None None --% (4&5) --% (5)
- -----------------------------------------------------------------------------------------------------------------------
TOTAL 0.64% 0.16% 0.17% 0.30% (6) 1.27% (6)
- -----------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) These include a charge at the annual rate of .03% of the value of the
respective assets in the Lifecycle Funds--Conservative and Moderate to
compensate Equitable for additional legal, accounting and other
potential expenses resulting from the inclusion of the Lifecycle Fund
Group Trusts and Underlying State Street Funds maintained by State
Street among the investment options described in this prospectus and
the SAI. Other expenses also include $150,087 of costs incurred by
Equitable and State Street in the organization of the Lifecycle Funds.
These costs are being reimbursed from the Lifecycle Funds, (over a
five year period, pro rata based on the assets of each of those
investment funds, ending June 30, 2000. [On December 8, 1995, the
Program's balance in the Balanced Fund (approximately $70 million) was
transferred to the Lifecycle Fund--Moderate. The much larger balance
in that Fund
12
<PAGE>
results in a much lower ratio of other expenses to total assets
compared to the corresponding ratio for the Lifecycle
Fund--Conservative.]
(2) Based on the Lifecycle Fund Group Trusts--Conservative and Moderate
current fixed fee $11,100 per year, per fund, and average net assets
for 1998.
(3) Based on the Lifecycle Fund Group Trusts--Conservative and Moderate
average net assets for 1998.
(4) Other expenses of the Underlying State Street Funds are based on
expenses incurred by each Fund during 1998.
(5) Less than 0.01%.
(6) These totals are based upon a weighted average of the other expenses
for each Underlying State Street Fund. In calculating the weighted
average, expenses for each Underlying State Street Fund were
multiplied by their respective target percentages within their
respective Group Trust. See "Lifecycle Funds--Conservative" and
"Lifecycle Funds--Moderate" for a description of the targeted
percentage weightings of the Lifecycle Fund Group Trusts--Conservative
and Moderate.
EXAMPLES
You would pay the expenses shown below on a $1,000 initial investment over the
time period indicated for each investment fund listed below, assuming a 5%
annual rate of return. The examples include all annual fund operating expenses
plus an estimate of average plan and transaction charges over the time periods
indicated, assuming the account is not annuitized. The estimate is computed by
aggregating all record maintenance and report fees and enrollment fees, divided
by the average assets for the same period. See "Plan and Transaction Expenses."
The minimum amount that can be converted to an annuity is $5,000. There are no
surrender charges, so the amounts would be the same, whether you withdraw all
or a portion of your Account Balance.
INVESTMENT FUND 1 YEAR 3 YEARS 5 YEARS 10 YEARS
Growth Equity $11.34 $35.33 $61.20 $135.07
Aggressive Equity(1) 21.72 66.99 114.81 246.45
Real Estate 23.53 72.45 123.92 264.73
ADA Foreign(1) 20.51 63.34 108.69 234.06
Equity Index (1) 12.62 39.29 67.98 149.51
Lifecycle--Conservative 25.03 76.93 131.40 279.59
Lifecycle--Moderate 13.29 41.31 71.47 156.91
(1) The returns shown reflect the arrangements discussed in notes (2), (4)
and (6) to the fee table above relating to these investment funds.
13
<PAGE>
The purpose of these tables and examples is to assist you in understanding the
various costs and expenses that will be incurred, either directly or
indirectly, when amounts are invested in the Funds. FUTURE EXPENSES MAY BE
GREATER OR LESS THAN THOSE SHOWN. IN ADDITION, THE 5% RATE OF RETURN IN THE
EXAMPLE IS NOT AN ESTIMATE OR GUARANTEE OF FUTURE PERFORMANCE.
CONDENSED FINANCIAL INFORMATION
Please see APPENDIX I at the end of this prospectus for condensed
financial information concerning the Growth Equity Fund and Real Estate Fund,
and unit value information for the Aggressive Equity Fund, ADA Foreign Fund,
Equity Index Fund and Lifecycle Funds.
FINANCIAL STATEMENTS OF INVESTMENT FUNDS
Each of the investment funds is, or is part of, one of our separate
accounts as described in "About the Separate Accounts" under "More
Information." The financial statements for the Growth Equity Fund (Separate
Account No. 4 (Pooled)), Aggressive Equity Fund (Separate Account No. 200), ADA
Foreign Fund (Separate Account No. 191) and Real Estate Fund (Separate Account
No. 30), and our Prime Property Fund (Separate Account No. 8) in which the Real
Estate Fund invests, may be found in the SAI for this prospectus.
Financial statements for the Equity Index Fund (Separate Account No. 195),
Lifecyle Fund -- Conservative (Separate Account No. 197) and Lifecycle
Fund--Moderate (Separate Account No. 198), are found in our separate SAI for
those investment funds.
DECIDING TO PARTICIPATE - PROGRAM FEATURES AND BENEFITS
INVESTMENT OPTIONS
You may choose from TEN INVESTMENT OPTIONS under the Program. These are the
Real Estate Fund and the other six investment funds we call the "Equity Funds."
You can also choose from three guaranteed options: a 3-year Guaranteed Rate
Account, a 5-year Guaranteed Rate Account, and our Money Market Guarantee
Account.
- -------------------------------------------------------------------------------
THE EQUITY FUNDS
- -------------------------------------------------------------------------------
Each Equity Fund has a different investment objective. The Equity Funds try to
meet their investment objectives by investing either in a portfolio of
securities or by holding mutual fund shares or units in a group trust. We
cannot assure you that any of the Equity Funds will meet their investment
objectives.
14
<PAGE>
THE GROWTH EQUITY FUND
OBJECTIVE
The Growth Equity Fund seeks to achieve long-term growth of capital by
investing in the securities of companies that we believe will share in the
growth of our nation's economy--and those of other leading industrialized
countries--over a long period. The Fund maintains its own portfolio of
securities.
INVESTMENT MANAGER
We manage the Growth Equity Fund. We currently use the personnel and facilities
of Alliance Capital Management L.P. ("Alliance") for portfolio management,
securities selection and transaction services. We are the indirect
majority-owners of Alliance, a publicly-traded limited partnership. We and
Alliance are each registered investment advisers under the Investment Advisers
Act of 1940.
Alliance acts as investment adviser to various separate accounts and general
accounts of Equitable and other affilliated insurance companies. Alliance also
provides investment management and advisory services to mutual funds, endowment
funds, insurance companies, foreign entities, qualified and non-tax qualified
corporate funds, public and private pension and profit-sharing plans,
foundations and tax-exempt organizations. As of December 31, 1998, Alliance had
total assets under management of $_____ billion. Alliance's main office is
located at 1345 Avenue of the Americas, New York, New York 10105.
INVESTMENT STRATEGIES
The Growth Equity Fund invests primarily in common stocks. The Fund generally
invests in securities of intermediate and large sized companies, but may invest
in stocks of companies of any size. At times the Fund may invest its equity
holdings in a relatively small number of issuers, provided that no investment
causes: (1) more than 10% of the Fund's book value to be invested in the
securities of one issuer; or (2) more than 40% of the Fund's book value to be
invested in the securities of four or fewer issuers.
The Growth Equity Fund also may invest smaller amounts in other equity-type
securities, such as convertible preferred stocks or convertible debt
instruments. The Fund also may invest in non-equity investments, including
non-participating and non-convertible preferred stocks, bonds and debentures.
The Fund's non-equity investments could be substantial if we believe that the
Fund will not meet its investment objectives by buying common stock and other
equity-type securities. The Fund also may invest up to 10% of its total assets
in restricted securities (securities not freely traded) and up to 15% of its
total assets in foreign securities (securities of established foreign companies
without substantial business in the United States.)
As a defensive strategy, the Growth Equity Fund may make temporary investments
in government obligations, short-term commercial paper and other money market
instruments, either directly or through our Separate Account No. 2A, which
invests in such securities. The
15
<PAGE>
Fund would not be pursuing its investment objective when using this temporary
defensive strategy.
RISKS OF INVESTMENT STRATEGIES
Investing in common stocks and other securities involves the risk that the
value of the stocks or securities purchased will fluctuate. These fluctuations
could occur for a single company, an industry, a sector of the economy, or the
stock market as a whole. These fluctuations could cause the value of the Growth
Equity Fund's investments - and, therefore, the value of the Fund's units - to
fluctuate, and you could lose money.
Market and financial risks are inherent in any securities investment. By market
risks, we mean factors which do not necessarily relate to a particular issuer,
but affect the way markets, and securities within those markets, perform.
Market risks can be described in terms of volatility, that is, the range and
frequency of market value changes. Market risks include such things as changes
in interest rates, general economic conditions and investor perceptions
regarding the value of debt and equity securities. By financial risks we mean
factors associated with a particular issuer which may affect the price of its
securities, such as its competitive posture, its earnings and its ability to
meet its debt obligations. Important factors associated with the Growth Equity
Fund are discussed below.
In addition to large sized companies, the Growth Equity Fund may invest in
securities of medium and small sized companies. The securities of small and
medium sized, less mature, lesser known companies involves greater risks than
those normally associated with larger, more mature, well-known companies.
Therefore, consistent earnings may not be as likely in small companies as in
large companies.
The Growth Equity Fund runs a risk of increased and more rapid fluctuations in
the value of its investments in securities of small or medium sized companies.
This is due to the greater business risks of small size and limited product
lines, markets, distribution channels, and financial and managerial resources.
Historically, the price of small and medium capitalization stocks (those with
capitalizations of between $500 million to $1.5 billion) and stocks of recently
organized companies have fluctuated more than the larger capitalization stocks
and the overall stock market. One reason is that small- and medium-sized
companies have less certain prospects for growth, a lower degree of liquidity
in the markets for their stocks, and greater sensitivity to changing economic
conditions.
Finally, concentrating the Growth Equity Fund's equity holdings in the stocks
of a few companies also increases the risk of loss, because a decline in the
value of one of these stocks would have a greater impact on the Fund. As of
December 31, 1998, the Fund held __% of its net assets in the stocks of [four]
issuers. See Separate Account No. 4 (Pooled) Statement of Investments and Net
Assets in the SAI.
Investing in non-equity securities, such as bonds and debentures, involves the
risk that the value of these securities held by the Growth Equity Fund - and,
therefore, the value of the Fund's units - will fluctuate with changes in
interest rates (interest rate risk) and the perceived ability of
16
<PAGE>
the issuer to make interest or principal payments on time (credit risk).
Moreover, convertible securities, such as convertible preferred stocks or
convertible debt instruments, contain both debt and equity features, and may
lose significant value in periods of extreme market volatility.
Investing in securities of foreign companies involves additional risks,
including risk of loss from changes in the political or economic climate of the
countries in which these companies do business. Foreign currency fluctuations,
exchange controls or financial instability could cause the value of the Growth
Equity Fund's foreign investments to fluctuate. Additionally, foreign
accounting, auditing and disclosure standards may differ from domestic
standards, and there may be less regulation in foreign countries of stock
exchanges, brokers, banks, and listed companies than in the United States. As a
result, the Fund's foreign investments may be less liquid and their prices may
be subject to greater fluctuations than comparable investments in securities of
U.S.
issuers.
Investing in restricted securities involves additional risks because these
securities generally (1) are less liquid than non-restricted securities and (2)
lack readily available market quotations. Accordingly, the Growth Equity Fund
may be unable to quickly sell its restricted security holdings at fair market
value.
THE AGGRESSIVE EQUITY, ADA FOREIGN AND EQUITY INDEX FUNDS
The Aggressive Equity, ADA Foreign and Equity Index Funds each invest in shares
of an Underlying Mutual Fund. The investment results you will experience in any
one of those investment funds will depend on the investment performance of the
Underlying Mutual Funds. The table below shows the names of the Underlying
Mutual Funds, their investment objectives, and their advisers.
<TABLE>
<CAPTION>
---------------------------------------------------------------------
UNDERLYING MUTUAL FUND
---------------------------------------------------------------------
INVESTMENT FUND NAME OBJECTIVE ADVISER
- ------------------------- ---------------------- ----------------------- ----------------------
<S> <C> <C> <C>
Aggressive Equity Fund MFS Emerging Growth Long-term growth of Massachusetts
Fund capital Financial Services
Company
- --------------------------- ---------------------- ----------------------- ----------------------
ADA Foreign Fund Templeton Foreign Long-term capital Templeton Global
Fund growth Advisors Limited
- ------------------------- ---------------------- ----------------------- ----------------------
Equity Index Fund SSgA S&P 500 Index Replicate the total State Street Global
Fund return of the Advisers (SSgA)
S& P 500 Index
- ------------------------- ---------------------- ----------------------- ----------------------
</TABLE>
17
<PAGE>
Each of the Underlying Mutual Funds has been selected by the ADA Trustees. We
have no investment management responsibilities for the Aggressive Equity, ADA
Foreign or Equity Index Funds. As to those Funds, we act in accordance with the
investment policies established by the ADA Trustees.
PLEASE REFER TO THE PROSPECTUSES AND SAIS OF THE UNDERLYING MUTUAL FUNDS FOR A
MORE DETAILED DISCUSSION OF INVESTMENT OBJECTIVES AND STRATEGIES, ADVISERS,
RISK FACTORS AND OTHER INFORMATION CONCERNING THE UNDERLYING MUTUAL FUNDS.
LIFECYCLE FUNDS--CONSERVATIVE AND MODERATE
Each Lifecycle Fund invests in a Lifecycle Fund Group Trust. Each Group Trust
has identical investment objectives and policies to the Lifecycle Fund to which
it relates. We have no investment management responsibilities for the Lifecycle
Funds. As to those Funds, we act in accordance with the investment policies
established by the ADA Trustees.
OBJECTIVES
The Lifecycle Fund -- Conservative seeks to provide current income and a low to
moderate growth of capital by investing exclusively in units of the Lifecycle
Group Trust--Conservative.
The Lifecycle Fund -- Moderate seeks to provide growth of capital and a
reasonable level of current income by investing exclusively in units of the
Lifecycle Group Trust -- Moderate.
THE LIFECYCLE FUND GROUP TRUSTS
The Lifecycle Fund Group Trusts are maintained by State Street. Each of the
Group Trust is organized as a collective investment fund under Massachusetts
law. Because of exclusionary provisions, the Lifecycle Fund Group Trusts are
not subject to regulation under the Investment Company Act of 1940. The
Lifecycle Fund Group Trusts were selected by the ADA Trustees.
State Street serves as the trustee and investment manager to the Lifecycle Fund
Group Trusts. Each of the Group Trusts attempts to achieve its investment
objective by investing in a mix of underlying collective investment funds (the
Underlying State Street Funds) maintained by State Street and offered
exclusively to tax exempt retirement plans. Unlike the Lifecycle Fund Group
Trusts, however, which are available only under the ADA Program, the Underlying
State Street Funds may receive contributions from other tax exempt retirement
plans.
The Lifecycle Fund Group Trusts each seek to achieve their objectives by
investing 100% of their respective assets in a mix of Underlying State Street
Funds in accordance with certain target percentage weightings selected by the
ADA Trustees. The Underlying State Street Funds of the Lifecycle Fund Group
Trust -- Conservative and by the Lifecyle Fund -- Moderate are:
18
<PAGE>
o S&P 500 Flagship Fund
o Russell 2000 Fund
o Daily EAFE Fund
o Daily Government/Corporate Bond Fund
o Short Term Investment Fund
PLEASE REFER TO OUR SEPARATE PROSPECTUS AND SAI FOR THE EQUITY INDEX FUND AND
THE LIFECYCLE FUNDS FOR MORE DETAILED INFORMATION, INCLUDING STRATEGIES, RISK
FACTORS AND IMPORTANT INFORMATION CONCERNING THE UNDERLYING STATE STREET FUNDS.
ADDITIONAL INFORMATION ABOUT THE EQUITY FUNDS
CHANGE OF INVESTMENT OBJECTIVES
The ADA Trustees may change the investment objectives of the Aggressive Equity,
ADA Foreign, Equity Index and the Lifecycle Funds. The ADA Trustees may also
change the mutual fund or collective investment fund in which any one of these
Equity Funds invests. We can change the investment objectives of the Growth
Equity Fund, if the New York State Insurance Department approves the change.
The Trustees and we can make these changes without your consent.
VOTING RIGHTS
If the MFS Emerging Growth Fund, Templeton Foreign Fund or the SSgA S&P 500
Index Fund holds a meeting of shareholders, we will vote shares held in the
corresponding Equity Fund in accordance with instructions received from
employers, participants or trustees, as the case may be. Shares will be voted
in proportion to the voter's interest in the Equity Fund holding the shares as
of the record date for the shareholders meeting. We abstain from voting shares
if we receive no instructions. Employers, participants or trustees will
receive: (1) periodic reports relating to the Underlying Mutual Funds and (2)
proxy materials, together with a voting instruction form, in connection with
shareholder meetings.
THE REAL ESTATE FUND
OBJECTIVE
The Real Estate Fund seeks a stable rate of return over an extended period of
time through rental income and appreciation of real property values. It pursues
this goal by investing primarily in units of our Prime Property Fund (Separate
Account No. 8), which has the same objective. Because of the nature of real
estate investments, to provide a measure of liquidity, the Real Estate Fund
also invests in liquid assets such as our Separate Account No. 2A, which only
invests in short-term securities. We cannot assure you that the Real Estate
Fund or Prime Property Fund will meet their investment objective.
19
<PAGE>
INVESTMENT MANAGER
We manage both the Real Estate Fund and Prime Property Fund. We have retained
Lend Lease Real Estate Investments, Inc. ("Lend Lease") to advise us as to all
our real property acquisitions, management and sales. Lend Lease also
coordinates related accounting and bookkeeping functions with us. Lend Lease
has offices world-wide and throughout the United States. As of December 31,
1998, Lend Lease had approximately $44.1 billion in assets under management.
Lend Lease originates, analyzes, evaluates and recommends commercial real
estate investments for its clients, then manages and services those investments
on an ongoing basis.
INVESTMENT STRATEGIES
Prime Property Fund's principal investment strategy is to acquire and own
well-located, quality, income-producing real estate investments in strong
rental markets throughout the United States. Location, potential income stream,
cost, potential for increasing rental income and capital appreciation, resale
marketability, and architectural and other physical attributes are important
factors considered in the selection of properties. We also evaluate the risks,
including environmental risks, involved with the property, as well as the
probability and potential impact of changes in the local economy. See "Prime
Property Fund Investments" in the SAI for additional information about the
current distribution of investments by property type and location.
Prime Property Fund does not have a specified holding period for its
properties. The Fund will buy and sell properties at any time. In general,
however, we seek to hold properties for long-term investment.
Prime Property Fund also may invest in: (1) construction and mortgage loans
receivable; (2) notes receivable; (3) developmental properties and (4) forward
commitments (an agreement to purchase property upon completion of construction
or leasing.) Although there are no limits on the amount the Fund can invest in
any one property, we do not intend to invest more than 10% of the Fund's assets
in any one property or in developmental properties.
Prime Property Fund participates in joint venture, particularly with regard to
large properties. In general, co-venturers will be real estate developers, and
joint ventures with them may involve property development projects. We seek to
form joint ventures with persons and companies who, because of our experience
with them or investigation into their financial condition and business history,
we regard as experienced and financially responsible. Prime Property Fund may
issue construction and mortgage loans on a fixed or variable rate basis in
connection with joint ventures in which it participates. If Prime Property Fund
issues fixed rate loans, it may seek to stabilize the market value of such
loans by engaging in interest rate hedging transactions, to the extent
permitted under applicable regulatory requirements.
20
<PAGE>
Prime Property Fund also may engage in transactions and invest in properties
other than or in addition to those described above, including commercial
mortgaged backed securities (CMBS) and shares in real estate investment trusts
(REITs).
Prime Property Fund may use various forms of mortgage financing in connection
with its real estate activities. There is no limit on mortgage indebtedness
with respect to any one property.
Prime Property Fund may also borrow money in order to:
o acquire new properties;
o improve existing investments;
o provide working capital for repairs and improvements; and
o meet other cash flow requirements.
Prime Property Fund may use mortgage financing to acquire properties, may
mortgage properties after acquisition, may acquire properties subject to
mortgages and may enter into joint ventures or other arrangements that require
mortgage financing. There is no limit on mortgage indebtedness with respect to
any one property. Prime Property Fund may also borrow money in order to acquire
new properties or improve existing investments. These borrowings may have
recourse to wholly-owned properties or may be secured by the general credit of
the Fund and thus have recourse to the entire Fund. During the period from 1989
through 1998 Prime Property Fund's total borrowings secured by wholly-owned
properties ranged from [10.4% to 22.2%] of the Fund's total portfolio value.
For more information regarding borrowings secured by wholly-owned properties
see "Prime Property Fund Investments" in the SAI.
Prime Property Fund does not borrow in order to meet investors' withdrawal
requests.
LIQUID ASSETS
The Real Estate Fund seeks to hold enough liquid assets to provide for expected
withdrawals, and typically invests between 0% and 15% of its assets in liquid
assets. The Real Estate Fund and the Prime Property Fund each may invest in:
o units of our Separate Account No. 2A;
o government obligations;
o short-term commercial paper; and
o other money market instruments of the types described above.
These holdings could tend to reduce the investment performance of the Real
Estate Fund as compared to the Prime Property Fund or a fund fully invested in
real estate.
21
<PAGE>
INVESTMENT RISKS RELATED TO PRIME PROPERTY FUND
Prime Property Fund is subject to the risks generally associated with the
ownership of real property, some of which we describe below. These risks could
cause the value of Prime Property Fund's real estate and other investments -
and, therefore, the value of the its units - to fluctuate.
The risks associated with investing in real property include:
o the uncertainty of cash flow;
o the need to meet fixed and other obligations;
o shifts in property values in real estate markets in general and in
local markets in particular;
o adverse changes in economic and social conditions, including
demographic trends;
o changes in operating expenses, including real estate taxes;
o changes in tax, zoning, building, environmental and other laws;
o losses due to nonpayment of rent;
o uninsured losses; and
o other risks beyond our control.
We believe that the large number of properties held in Prime Property Fund and
their geographic and use diversification provide a measure of protection
against these risks.
Investments in development properties are subject to additional risks, which
include cost overruns, construction delays, difficulties in finding suitable
tenants and delays in fully renting the property. Joint ventures may be
vulnerable to losses as a result of a joint venturer's financial difficulties.
In addition, the joint venturer may at times have objectives that are contrary
to those of Prime Property Fund. Construction loans may be vulnerable to losses
due to a developer's financial difficulties. In general, construction loans
will not be personal obligations of the borrower, and Prime Property Fund will
look solely to the underlying property in case of default. Other liens such as
mechanics' liens may have priority over Prime Propery Fund's security interest
in the property.
SPECIAL RISKS RELATED TO THE REAL ESTATE FUND
LIQUIDITY
There is no assurance that the Real Estate Fund will have sufficient liquidity
to make distributions and transfers when requested under the Program or when
required by law. From 1991 to June 1994 the Real Estate Fund used substantially
all of its available cash flow and liquid assets to pay participant withdrawal
requests, and withdrawal requests were being delayed in accordance with our
procedures. As of the date of this prospectus,
22
<PAGE>
the Real Estate Fund has sufficient liquidity and is paying participant
withdrawals on a current basis.
Further, we may restrict the Real Estate Fund's withdrawals from Prime Property
Fund, if we reasonably believe it necessary to protect the interests of other
participants in Prime Property Fund. We have restricted withdrawals from Prime
Property Fund from time to time.
The procedures we use for any delayed distributions or transfers from the Real
Estate Fund are described under "Procedures for Withdrawals, Distributions and
Transfers--Special Rules for Distributions and Transfers from the Real Estate
Fund" in the SAI.
[Sidebar: You may redeem Real Estate Fund units once each quarter. Payments to
you may be delayed.]
You should also understand that you may only redeem your Real Estate Fund units
after the end of a calendar quarter. We process redemption requests after we
know the value of Prime Property Fund for the last day of that quarter and have
determined the value of Real Estate Fund units. This determination normally
occurs five to ten days into the succeeding month. If you are taking a
distribution or transfer from the Real Estate Fund, the amount distributed will
not reflect any change in the net value of Prime Property Fund assets
attributable to the period between the last day of the quarter and the day your
redemption occurs. Please see "Special Rules for Distributions and Transfers
from the Real Estate Fund" under "Procedures for withdrawals, Distributions and
Transfers" in the SAI.
Because an investment in the Real Estate Fund involves substantial risk and
could deny you immediate access to your investment, you may wish to limit your
investment in the Real Estate Fund, particularly as you near retirement.
INSURANCE RISKS
We believe that our all-risk (property) casualty insurance would provide
adequate compensation for accidental loss of property value, except for losses
in California resulting from earthquakes. Our insurance against earthquake loss
in California is limited to: (1) $310 million per occurrence and (2) $310
million aggregate annually for all our California properties, including Prime
Property Fund properties. We believe that the amount of earthquake insurance we
carry is reasonable in light of the types of coverage available at acceptable
prices and based on probable maximum loss analysis. Prime Property Fund's
properties are also covered under a commercial general liability and umbrella
policy that we believe is adequate for the portfolio in view of the types of
coverage currently available at acceptable prices.
CONFLICTS OF INTEREST
Lend Lease makes property acquisitions for us, our clients, and for itself and
its clients. Before acquisition, properties are allocated among Prime Property
Fund, our other separate
23
<PAGE>
accounts (both pooled and single-client accounts), our general account, Lend
Lease's own account, and Lend Lease 's advisory accounts. Two or more of those
accounts may share some of those properties. Prime Property Fund does not now
share any properties with any of our other accounts. We also may have interests
in properties held in our general account or in other accounts we manage that
may be affected by the acquisition, operations or sale of Prime Property Fund
properties. One or more of these situations could give rise to conflicts of
interest among Prime Property Fund and these other accounts, including our
accounts.
Lend Lease seeks to allocate properties among the accounts based on the
accounts' investment policies, size, liquidity and diversification
requirements, current availability of funds, current portfolio holdings and
annually established investment goals. Lend Lease's recommendations as to the
allocation of properties are reviewed and approved by the Allocation Committee
of the Lend Lease Board of Directors. With limited exceptions, the Allocation
Committee has final authority over the allocation of investment properties for
all of our accounts.
Lend Lease manages some of the properties held in Prime Property Fund pursuant
to an exemption issued by the U.S. Department of Labor. Lend Lease charges
market level fees, including a profit, for the services provided. During 1998,
Lend Lease and its subsidiaries were paid $[ ] million for property management
services.
Further, the value of the Real Estate Fund's investments depends heavily on the
estimated market values of properties held by Prime Property Fund. See "How We
Value Your Account." We base those estimates on our periodic reappraisals of
the properties. Our fees will tend to increase as those appraised values
increase. There is no assurance that any of the properties will ultimately be
sold for their appraised values.
Finally, Lend Lease also may postpone withdrawals from Prime Property Fund
under certain circumstances within our discretion (see "Special Risks Related
to the Real Estate Fund-Liquidity"). These circumstances include a reasonable
determination by us not to sell properties. Lend Lease's fees depend on the
aggregate value of net assets held in Prime Property Fund.
THE GUARANTEED OPTIONS
You can choose from among three different guaranteed options:
o two GRAs guaranteed by major insurance companies, or
o our Money Market Guarantee Account held in one of our separate
accounts and guaranteed by us.
Your investment in a guaranteed option is not regulated by the Securities and
Exchange Commission, and the following discussion about the guaranteed options
has not been reviewed by the staff of the SEC. The discussion, however, is
subject to certain generally
24
<PAGE>
applicable provisions of the federal securities laws relating to the accuracy
and completeness of the statements made.
GUARANTEED RATE ACCOUNTS
You can choose from a GRA that matures in three years (3-year GRA) or a GRA
that matures in five years (5-year GRA). Your contributions to the GRAs earn
the guaranteed interest rate then in effect when your contribution is credited.
The interest rate is expressed as an effective annual rate, reflecting daily
compounding and the deduction of applicable asset-based fees. See "Charges and
Expenses."
You can make new contributions or transfer amounts from other investment
options to a GRA at the current guaranteed rate at any time. New guaranteed
rates are offered each Wednesday and are available for a seven-day period. You
may call the AIM System to obtain the current GRA rates. You earn interest from
the day after your contribution or transfer is credited through the maturity
date of the GRA. See "Maturing GRAs" in the SAI for more information. The
amount of your contribution and interest that is guaranteed is subject to any
penalties applicable upon premature withdrawal. See "Premature Withdrawals and
Transfers from a GRA" in the SAI.
RESTRICTIONS ON WITHDRAWALS AND TRANSFERS
As a general matter, prior to a GRA's maturity you may not:
remove amounts from a GRA;
make transfers from one GRA to another investment option; or
use GRA amounts to obtain a plan loan, for hardship or in-service
withdrawals, to receive benefits from a terminated plan or to transfer
amounts to a new plan.
Withdrawals from a GRA may be made before maturity if you are disabled, you
attain age 70 1/2, or you die. Certain other withdrawals from a GRA prior to
maturity are permitted, but may be subject to a penalty. See "Premature
Withdrawals and Transfers" from a GRA in the SAI.
THE GRA GUARANTEES
John Hancock Mutual Life Insurance Company ("John Hancock") guarantees all
contributions allocated to GRA's after July 31, 1998. These contributions are
invested until maturity through [two] group annuity contracts that John Hancock
Mutual issued to the ADA Trustees. John Hancock is a Massachusetts mutual life
insurance company with home offices at John Hancock Place, Boston,
Massachusetts 02117. Founded in 1862, John Hancock had assets of approximately
[$___] billion in its general account as of December 31, 1998. John Hancock and
its subsidiaries had assets under management as of December 31, 1998 of
approximately [$___] billion.
25
<PAGE>
The ADA Trustees may arrange for other carriers to provide GRAs at any time.
All references in this prospectus and the SAI to the Guaranteed Rate Accounts"
or to a "GRA" or "GRAs" shall be deemed to refer to the GRAs provided by John
Hancock or any other carrier which previously provided or may in the future
provide Program GRAs, as appropriate. All GRAs invested in prior to July 31,
1998, remain invested through maturity with the insurance company that provided
that GRA.
Withdrawals, transfers, reallocations on maturity and benefit distributions
from GRAs provided by other carriers are subject to Equitable's receipt of the
proceeds of such GRA from the other carriers.
MONEY MARKET GUARANTEE ACCOUNT
All contributions to the Money Market Guarantee Account earn the same rate of
interest. The rate changes monthly and is expressed as an effective annual
rate, reflecting daily compounding and the deduction of applicable asset-based
fees. Contributions may be made at any time and will earn the current rate from
the day after the contribution is credited through the end of the month or, if
earlier, the day of transfer or withdrawal. Your balance in the Money Market
Guarantee Account at the end of the month automatically begins receiving
interest at the new rate until transferred or withdrawn. You may call the AIM
System to obtain the current monthly rate.
DISTRIBUTIONS, WITHDRAWALS, AND TRANSFERS. You may effect distributions,
withdrawals and transfers, without penalty, at any time permitted under your
plan. We do not impose penalties on distributions, withdrawals or transfers.
THE MONEY MARKET GUARANTEE ACCOUNT GUARANTEE
We guarantee the amount of your contributions to the Money Market Guarantee
Account and the interest credited. We hold assets in our Separate Account No.
43 sufficient to pay all principal and accrued interest under the Money Market
Guarantee Account option, less applicable fees, as required by law. Assets we
hold in Separate Account No. 43 attributable to ADA participants are available
to Program participants who have allocated amounts to the Money Market
Guarantee Account. We may not use these amounts to satisfy obligations that may
arise out of any other business we conduct. If the assets in Separate Account
No. 43 are insufficient to provide for payment of all principal and accrued
interest under the Money Market Guarantee Account, we will transfer additional
assets into Separate Account No. 43 to make up for any shortfall. We may remove
assets from Separate Account No. 43 that are in excess of those attributable to
the combined account values of all ADA participants.
26
<PAGE>
CALCULATION OF OUR RATES
The interest rate we credit to the Money Market Guarantee Account approximates:
(1) the average over each calendar year of "domestic prime" money market
funds (funds with the highest quality investments); plus
(2) an amount which approximates the average expenses deducted from such
funds; less
(3) .15% (Administration Fee) and the applicable Program Expense Charge.
See "Charges and Expenses."
On January 1 each year we set an annual minimum interest rate for Money Market
Guarantee Account. The minimum guaranteed interest rate for 1999 is [2.5%]
(before applicable asset-based fees).
HOW WE VALUE YOUR ACCOUNT BALANCE IN THE INVESTMENT FUNDS
FOR AMOUNTS IN THE EQUITY FUNDS
When you invest in an Equity Fund, your contribution or transfer purchases
"units" of that Fund. The unit value on any day reflects the value of the
Fund's investments for the day and the charges and expenses we deduct from the
Fund. We calculate the number of units you purchase by dividing the amount you
invest by the unit value of the Fund as of the close of business on the day we
receive your contribution or transfer instruction.
On any given day, your account value in any Equity Fund equals the number of
the Fund's units credited to your account, multiplied by that day's value for
one Fund unit. In order to take deductions from any Equity Fund, we cancel
units having a value equal to the amount we need to deduct. Otherwise, the
number of your Fund units of any Equity Fund does not change unless you make
additional contributions, make a withdrawal, effect a transfer, or request some
other transaction that involves moving assets into or out of that Fund option.
For a description of how Equity Fund unit values are computed, see "How We
Compute Unit Values for the Funds" in the SAI.
FOR AMOUNTS IN THE REAL ESTATE FUND
The day on which the Real Estate Fund unit value is determined depends each
month on the day on which the value of Prime Property Fund is known. Prime
Property Fund is valued only once each month, as of the last business day of
the month. However, that value is normally not know until several days later
because financial data must be calculated and reported from properties located
throughout the country. When this process is completed, units of the Real
Estate Fund are valued. During the period between the end of the month and the
day on which the Real Estate fund units are valued, which normally ranges from
five to ten days, the value of Prime
27
<PAGE>
Property Fund real estate assets from the end of the preceding month may
change, income will accrue and expenses will be incurred.
The Real Estate Fund accepts contributions and transfers only one day each
month. When you invest in the Real Estate Fund, your contribution or transfer
is first placed in the Money Market Guarantee Account. On the next day that the
Real Estate Fund accepts contributions, your contribution or transfer, plus
accrued interest, is used to purchase units in the Real Estate Fund. We
calculate the number of units you purchase by dividing the amount you invest by
the unit value of the Real Estate Fund. Note that the net value of Prime
Property Fund's investments as of the end of the preceding month may increase
or decrease before your purchase of Real Estate Fund units takes place. As a
result, the procedure described above will tend to favor Real Estate Fund units
being purchased to the extent that there have been net increases in the value
of the underlying net assets between the end of the month and the date of the
valuation. It will have the opposite effect to the extent of any decreases in
the net assets during this period.
You may change your mind about investing in the Real Estate Fund, but only if
you advise us in writing before a transfer is made to the Real Estate Fund. You
should tell us that the money being held in the Money Market Guarantee Account
is no longer designated for investment in the Real Estate Fund. You also should
enclose a transfer form telling us where that money is to be allocated. We must
receive your instructions by the close of business on the day the transfer is
to occur. Because the transfer date varies from month to month, we cannot
ensure that your instructions will be effective unless we receive them by the
first day of the month.
For a description of how Real Estate Fund unit values are computed, see "How We
Determine Unit Values for the Funds" in the SAI.
TRANSFERS AND ACCESS TO YOUR ACCOUNT
TRANSFERS AMONG INVESTMENT OPTIONS
You may transfer some or all of your amounts among the investment options if
you participate in the Master Plan. Participants in other plans may make
transfers as allowed by the plan.
No transfers from the GRAs to other investment options are permitted prior to
maturity. Transfers to the GRAs, and to or from the Money Market Guarantee
Account and the Growth Equity Fund, are permitted at any time. Transfers from
the Aggressive Equity Fund, ADA Foreign Fund, Equity Index Fund and Lifecycle
Funds are permitted at any time except if there is any delay in redemptions
from the Underlying Mutual Fund or, with respect to the Lifecycle Funds, the
Lifecycle Fund Group Trusts in which they invest.
Transfers to and from the Real Estate Fund are subject to special rules, which
are described in detail under "Procedures for Withdrawals, Distributions and
Transfers -- Special Rules for Distributions and Transfers from the Real Estate
Fund" in the SAI and referred to under "The Program."
28
<PAGE>
OUR ACCOUNT INVESTMENT MANAGEMENT SYSTEM
Participants may use our automated AIM System to transfer between investment
options, obtain account information, change the allocation of future
contributions and maturing GRAs and hear investment performance information. To
use the AIM System, you must have a touch-tone telephone. We assign a personal
security code ("PSC") number to you after we receive your completed enrollment
form.
We have established procedures to reasonably confirm the genuineness of
instructions communicated to us by telephone when using the AIM System. The
procedures require personal identification information, including your PSC
number, prior to acting on telephone instructions, and providing written
confirmation of the transfers. Thus, we will not be liable for following
telephone instructions we reasonably believe to be genuine.
A transfer request will be effective on the business day we receive the
request. We will confirm all transfers in writing.
[Sidebar: A business day is any day on which both the New York Stock Exchange
and we are open, and generally ends at 4:00 p.m. Eastern Time. We may, however,
close due to emergency conditions.]
PARTICIPANT LOANS
Participants loans are available if the employer plan permits them.
Participants must apply for a plan loan through the employer.
Loans are subject to restrictions under Federal tax laws and ERISA. Loan
packages containing all necessary forms, along with an explanation of how
interest rates are set, are available from our Account Executives. A loan may
not be taken from the Real Estate Fund, or from the Guaranteed Rate Accounts
prior to maturity. If a participant is married, written spousal consent will be
required for a loan.
If you are a sole proprietor, 10% ore more partner, or a shareholder-employee
of an S Corporation who owns more than 5% of the shares (or a family member of
any of the above as defined under Federal income tax laws, you presently may
not borrow from your vested account balance without first obtaining a
prohibited transaction exemption from the Department of Labor. Participants
should consult with their attorneys or tax advisors regarding the advisability
and procedures for obtaining such an exemption.
Generally, the loan amount will be transferred from the investment options into
a loan account. The participant must pay the interest as required by federal
income tax rules. If you fail to repay the loan when due, the amount of the
unpaid balance may be taxable and subject to additional penalty taxes. Interest
paid on a retirement plan loan is not deductible.
29
<PAGE>
CHOOSING BENEFIT PAYMENT OPTIONS
The Program offers a variety of benefit payment options. If you are a
participant in a self-directed or individually-designed plan, ask your employer
for details. Your plan may allow you a choice of one or more of the following
forms of distribution:
o Qualified Joint Survivor Annuity
o Lump Sum Payment
o Installment Payments
o Life Annuity
o Life Annuity -- Period Certain
o Joint and Survivor Annuity
o Joint and Survivor Annuity -- Period Certain
o Cash Refund Annuity
All of these options can be either fixed or variable except for the Cash Refund
Annuity and the Qualified Joint and Survivor Annuity which are fixed options
only.
[Sidebar: The amount of each payment in a fixed option remains the same.
Variable option payments change to reflect the investment performance of the
Growth Equity Fund.]
See "Types of Benefits" in the SAI for detailed information regarding each of
the benefit payout options, and "Procedures for Withdrawals, Distributions and
Transfers" in the SAI.
Fixed annuities are available from insurance companies selected by the
Trustees. Upon request, we will provide fixed annuity rate quotes available
from one or more such companies. Participants may instruct us to withdraw all
or part of their account balance and forward it to the annuity provider
selected. Once we have distributed that amount to the company selected, we will
have no further responsibility to the extent of the distribution.
We provide the variable annuity options. Payments under variable annuity
options reflect investment performance of the Growth Equity Fund.
The minimum amount that can be used to purchase any type of annuity is $5,000.
In most cases an annuity administrative charge of $350 will be deducted from
the amount used to purchase an annuity from Equitable. Annuities purchased from
other providers may also be subject to fees and charges.
30
<PAGE>
SPOUSAL CONSENT
If a participant is married and has an account balance greater than $5,000,
federal law generally requires payment of a Qualified Joint and Survivor
Annuity payable to the participant for life and then to the surviving spouse
for life, unless [you and] your spouse [have] properly waived that form of
payment in advance. Please see "Spousal Consent Requirements" under "Types of
Benefits" in the SAI.
BENEFITS PAYABLE AFTER THE DEATH OF A PARTICIPANT
If a participant dies before the entire benefit has been paid, the remaining
benefits will be paid to the participant's beneficiary. If a participant dies
before he or she is required to begin receiving benefits, the law generally
requires the entire benefit to be distributed no more than five years after
death. There are exceptions: (1) a beneficiary who is not the participant's
spouse may elect payments over his or her life or a fixed period which does not
exceed the beneficiary's life expectancy, provided payments begin within one
year of death, (2) if the benefit is payable to the spouse, the spouse may
elect to receive benefits over his or her life or a fixed period which does not
exceed his/her life expectancy beginning any time up to the date the
participant would have attained age 70 1/2 or, if later, one year after the
participant's death, or (3) the spouse may be able to roll over all or part of
the death benefit to a traditional individual retirement arrangement. If, at
death, a participant was already receiving benefits, the beneficiary can
continue to receive benefits based on the payment option selected by the
participant, subject to the IRS minimum distribution rules. To designate a
beneficiary or to change an earlier designation, a participant must have the
employer send us a beneficiary designation form. In some cases, the spouse must
consent in writing to a designation of any non-spouse beneficiary, as explained
in "Spousal Consent Requirements" under "Types of Benefits" in the SAI.
Under the Master Plan, on the day we receive proof of death, we automatically
transfer the participant's account balance in the Equity Funds to the Money
Market Guarantee Account unless the beneficiary gives us other written
instructions. The balance in the Real Estate Fund will be treated as a Priority
1 distribution and will be scheduled for transfer to the Money Market Guarantee
Account following the last day of the next quarter. See "Special Risks Related
to the Real Estate Fund."
THE PROGRAM
The American Dental Association Members Retirement Program consists of several
types of retirement plans and two retirement plan Trusts, the Master Trust and
the Pooled Trust. Each of the Trusts invests exclusively in the group annuity
contracts described in this prospectus. The Program is sponsored by the ADA,
and the Trustees under the Master and Pooled Trusts are the members of the
Council on Insurance of the ADA (the "Trustees"). The Program had ______
participants and $___ billion in assets at December 31, 1998.
31
<PAGE>
This section explains the ADA Program in further detail. It is intended for
employers who wish to enroll in the Program, but contains information of
interest to participants as well. You should, of course, understand the
provisions of your plan and the Participation Agreement that define the scope
of the Program in more specific terms. References to "you" and "your" in this
section are to you in your capacity as an employer.
ELIGIBLE EMPLOYERS
You can adopt the Program if you or at least one of your partners or other
shareholders is a member of: (1) the ADA, (2) a constituent or component
society of the ADA, or (3) an ADA-affiliated organization. Participation by an
affiliated organization must first be approved by the ADA's Council on
Insurance. Certain code limitations will apply to constituent or component
societies.
Our Retirement Program Specialists are available to answer your questions about
joining the Program. Please contact us by using the telephone number or
addresses listed under "How To Reach Us -Information on Joining the Program" on
page 2 of the prospectus.
SUMMARY OF PLAN CHOICES
You have a choice of three retirement plan arrangements under the Program. You
can:
o Choose, the MASTER PLAN - which automatically gives you a full
range of services from Equitable. These include your choice of
the Program investment options, plan-level and participant-level
recordkeeping, benefit payments and tax withholding and
reporting. Under the Master Plan employers adopt our Master
Trust and your only investment choices are from the Investment
Options.
[Sidebar: The Master Plan is a defined contribution master plan that
can be adopted as a profit sharing plan (including optional 401(k),
SIMPLE 401(k) and safe harbor 401(k) features), a defined
contribution pension plan, or both.]
o Choose the SELF-DIRECTED PROTOTYPE PLAN - which gives you added
flexibility in choosing investments. This is a defined
contribution prototype plan which can be used to combine the
Program investment options with your own individual investments
such as stocks and bonds. With this plan you must adopt our
Pooled Trust and maintain a minimum balance of $25,000 at all
times.
You must arrange separately for plan level accounting and
brokerage services. We provide recordkeeping services only for
plan assets held in the Pooled Trust. You can use any plan
recordkeeper or you can arrange through us to hire Trust
Consultants, Inc. at a special rate. You can also arrange
through us brokerage services from our affiliate, DLJ Direct, at
special rates or use the services of any other broker.
[Sidebar: The Pooled Trust is an investment vehicle used with
individually designed qualified retirement plans. It can be used for
both defined contribution and defined
32
<PAGE>
benefit plans. We provide recordkeeping services for plan assets held
in the Pooled Trust.]
o Maintain your own INDIVIDUALLY DESIGNED PLAN - and use our
Pooled Trust for investment options in the Program and your own
individual investments. The Pooled Trust is for investment only
and can be used for both defined benefit and defined
contribution plans. We provide participant-level or plan-level
recordkeeping services for plan assets in the Pooled Trust.
Choosing the right plan depends on your own set of circumstances. We recommend
that you review all plan, trust, participation and related agreements with your
legal and tax counsel.
GETTING STARTED
If you choose the Master Plan, you must complete a Participation Agreement. If
you have your own individually designed plan and wish to use the Pooled Trust
as an investment vehicle, the trustee of your plan must complete a
Participation Agreement.
If you choose the Self-Directed Prototype Plan, you must complete the Prototype
Plan adoption agreement as well as a Participation Agreement in order to use
the Pooled Trust.
As an employer, you are responsible for the administration of the plan you
choose. If you have a Self-Directed Prototype Plan, you are also responsible
for appointing a plan trustee. Please see "Your Responsibilities as Employer"
in the SAI.
HOW TO MAKE PROGRAM CONTRIBUTIONS
Contributions must be a check drawn on a bank in the U.S. clearing through the
Federal Reserve System, in U.S. dollars, and made payable to The ADA Retirement
Trust. All contribution checks should be sent to Equitable at the address shown
"For Contribution Checks Only" in the "Information Once You Join the Program"
section under "How to Reach Us" on page 2 of this prospectus. Third party
checks are not acceptable, except for rollover contributions, tax-free
exchanges or trustee checks that involve no refund. All checks are subject to
collection. We reserve the right to reject a payment if it is received in an
unacceptable form.
All contributions must be accompanied by a Contribution Remittance form which
designates the amount to be allocated to each participant by contribution type.
Contributions are normally credited on the business day that we receive them,
provided the remittance form is properly completed. Contributions are only
accepted from the employer. Employees may not send contributions directly to
the Program.
The Real Estate Fund will accept contributions and effect transfers only one
day a month. See "The Real Estate Fund."
There is no minimum amount which must be contributed for investment if you
adopt the Master Plan, or if you have your own individually designed plan that
uses the Pooled Trust. If you adopt
33
<PAGE>
our self-directed prototype plan, you must, as indicated above, keep at least
$25,000 in the Pooled Trust at all times.
ALLOCATING PROGRAM CONTRIBUTIONS
Under the Master Plan participants make all of the investment decisions.
Investment decisions in the Self-Directed Prototype Plan and individually
designed plans are made either by the participant or by the plan trustees
depending on the terms of the plan.
Participants may allocate contributions among any number of Program investment
options. Allocation instructions can be changed at any time. IF WE DO NOT
RECEIVE ADEQUATE INSTRUCTIONS, WE WILL ALLOCATE YOUR CONTRIBUTIONS TO THE MONEY
MARKET GUARANTEE ACCOUNT UNTIL WE ARE PROPERLY INSTRUCTED OTHERWISE.
WHEN TRANSACTION REQUESTS ARE EFFECTIVE
Contributions as well as transfer requests and allocation changes (not including
GRA maturity allocation changes discussed in the SAI), are effective on the
business day they are received. Distribution requests are also effective on the
business day they are received unless, as in the Master Plan, there are plan
provisions to the contrary. Transaction requests received after the end of a
business day will be credited the next business day. Processing of any
transaction may be delayed if a properly completed form is not received.
Trustee-to-trustee transfer of plan assets are effective the business day after
we receive all items we require, including check and instructions, and a new or
amended plan opinion letter.
DISTRIBUTIONS FROM THE INVESTMENT OPTIONS
Keep in mind two sets of rules when considering distributions or withdrawals
from the Program. The first are rules and procedures that apply to the
investment options, exclusive of the provisions of your plan. We discuss those
in this section. The second are rules specific to your plan. We discuss those
"Rules Applicable to Participant Distributions" below. Certain plan
distributions may be subject to federal income tax, and penalty taxes. See "Tax
Information."
AMOUNTS IN THE EQUITY FUND AND MONEY MARKET GUARANTEE ACCOUNT. These are
generally available for distribution at any time, subject to the provisions of
your plan. However, there may be a delay for withdrawals from the Aggressive
Equity Fund, ADA Foreign Fund, or the Lifecyle Funds if there is any delay in
redemptions from the related Underlying Mutual Fund, or with respect to the
Lifecycle Funds, from the Lifecycle Fund Group Trusts in which they invest.
GUARANTEED RATE ACCOUNTS. Withdrawals generally may not be taken from GRAs
prior to maturity. See "Guaranteed Rate Accounts."
--------------------
Payments or withdrawals and application of proceeds to an annuity ordinarily
will be made promptly upon request in accordance with plan provisions. However,
we can defer payments, applications and withdrawals for any period during which
the New York Stock Exchange is
34
<PAGE>
closed for trading, sales of securities are restricted or determination of the
fair market value of assets is not reasonably practicable because of an
emergency.
DISTRIBUTION AND TRANSFERS FROM THE REAL ESTATE FUND. Under the Master Plan,
distributions from the Real Estate Fund are made only after the amount to be
withdrawn has been transferred to another investment option and a confirmation
of the transfer has been sent to the recipient. Distributions from the Real
Estate Fund are made directly to participants in an individually-designed plan
or the Prototype Self-Directed Plan and are payable only in a single sum. See
"Procedures for Withdrawals, Distributions and Transfers--Special Rules for
Distributions and Transfers From the Real Estate Fund" and "Tax Information" in
the SAI.
All distributions and transfers from the Real Estate Fund are subject to a
minimum wait of one calendar quarter. Payments are scheduled to be made shortly
after the end of the calendar quarter following the quarter in which we receive
properly completed forms requesting the distribution or transfer, but they may
be delayed. Withdrawals from the Real Estate Fund must be made in amounts of at
least $1,000 or, if less, your balance in the Real Estate Fund.
The Real Estate Fund may not have enough liquid assets to pay all withdrawals
when requested. If liquid assets are insufficient to pay all requested
withdrawals, withdrawal requests are prioritized according to the nature of the
distribution. For an explanation of how our "Priority 1" and "Priority 2"
distribution procedures operate, please see "Special Rules for Distributions
and Transfers from the Real Estate Fund" under "Procedures for Withdrawals,
Distributions and Transfers" in the SAI. Also see "Special Risks Related to the
Real Estate Fund" in the prospectus.
IF YOUR PLAN IS AN EMPLOYER OR TRUSTEE-DIRECTED PLAN, YOU AS THE EMPLOYER ARE
RESPONSIBLE FOR ENSURING THAT THERE IS SUFFICIENT CASH AVAILABLE TO PAY
BENEFITS.
RULES APPLICABLE TO PARTICIPANT DISTRIBUTIONS
In addition to our own procedures, distribution and benefit payment options
under a tax qualified retirement plan are subject to complicated legal
requirements. A general explanation of the federal income tax treatment of
distributions and benefit payment options is provided in "Tax Information" in
this prospectus and the SAI. You should discuss your options with a qualified
financial advisor. Our Account Executives also can be of assistance.
In general, under the Master Plan or our Self-Directed Prototype Plan,
participants are eligible for benefits upon retirement, death or disability, or
upon termination of employment with a vested benefit. Participants in an
individually designed plan are eligible for retirement benefits depending on
the terms of their plan. See "Benefit Payment Options" under "Transfers and
Access to Your Money," and "Tax Information" for more details. For participants
who own more than 5% of the business, benefits must begin no later than April 1
of the year after the participant reaches age 70 1/2. For all other
participants, distribution must begin by April 1 of the later of the year after
attaining age 70 1/2 or retirement from the employer sponsoring the plan.
35
<PAGE>
Under the Master Plan, self-employed persons may generally not receive a
distribution prior to age 59 1/2, and employees generally may not receive a
distribution prior to a separation from service.
PERFORMANCE INFORMATION
The investment performance of the Equity Funds and the Real Estate Fund
reflects changes in unit values experienced over time. The unit value
calculations for the Funds include all earnings, including dividends and
realized and unrealized capital gains. Unlike the typical mutual fund, the
Funds reinvest, rather than distribute, their earnings.
The following tables show the annual percentage change in Fund unit values, and
the average annual percentage change in Fund unit values, for the ten years
ended December 31, 1998. You may compare the performance results for each Fund
with the data presented for certain unmanaged market indices, or "benchmarks."
Performance data for the benchmarks do not reflect any deductions for
investment advisory, brokerage or other expenses of the type typically
associated with an actively managed investment fund. This overstates their
rates of return and limits the usefulness of the benchmarks in assessing the
performance of the Funds. The benchmark results have been adjusted to reflect
reinvestment of dividends and interest for greater comparability. The
benchmarks are:
o Standard and Poor's 500 Index ("S&P 500")--a weighted index of the
securities of 500 companies widely regarded by investors as representative
of the stock market.
o Russell 2000 Index ("Russell 2000")--a broadly diversified small
capitalization index of the approximately 2,000 smallest stocks within the
Russell 3000 Index. The Russell 3000 Index consists of the largest 3,000
publicly traded stocks of U.S. domiciled corporations and includes large,
medium and small capitalization stocks.
o Morgan Stanley Capital International EAFE Index ("EAFE")--an index of the
securities of over 1,000 companies traded on the markets of Europe,
Australia, New Zealand and the Far East.
o Lehman Government/Corporate Bond Index ("Lehman")--an index widely
regarded as representative of the bond market.
o Salomon Brothers 3-Month T-Bill Index ("Salomon 3 Mo. T-Bill")--an index
of direct obligations of the U.S. Treasury which are issued in maturities
between 31 and 90 days.
o Consumer Price Index (Urban Consumers--not seasonally adjusted)
("CPI")--an index of inflation that can be used as a non-securities
benchmark.
36
<PAGE>
The annual percentage change in unit values represents the percentage increase
or decrease in unit values from the beginning of one year to the end of that
year. The average annual rates of return are time-weighted, assume an
investment at the beginning of each period, and include the reinvestment of
investment income.
Historical results are presented for the Funds for the periods during which the
Funds were available under the Program. Hypothetical results were calculated
for prior periods. In the case of the Aggressive Equity Fund, hypothetical
results are shown for years before 1996, because the ADA Program did not begin
to invest in the MFS Emerging Growth Fund until December 1, 1995. For the
Equity Index Fund, no results are presented for periods prior to 1993, as the
SSgA S&P 500 Index Fund began operations during 1992. 1995 performance data for
the Lifecycle Funds is shown for the period when the Funds commenced operations
on May 1, 1995 through December 31, 1995.
THE PERFORMANCE SHOWN DOES NOT REFLECT ANY RECORD MAINTENANCE AND REPORT OR
ENROLLMENT FEES. NO PROVISIONS HAVE BEEN MADE FOR THE EFFECT OF TAXES ON INCOME
AND GAINS OR UPON DISTRIBUTION. PAST PERFORMANCE IS NOT AN INDICATION OF FUTURE
PERFORMANCE.
37
<PAGE>
ANNUAL PERCENTAGE CHANGE IN FUND UNIT VALUES
GROWTH AGGRESSIVE
EQUITY EQUITY*
1998
1997 26.2% 19.8%
1996 17.0 13.8
1995 31.1 40.2
1994 _2.3 4.0
1993 18.7 23.4
1992 0.6 10.8
1991 51.1 86.4
1990 _11.9 _3.3
1989 43.9 26.0
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
ADA EQUITY LIFECYCLE LIFECYCLE REAL S&P RUSSELL EAFE LEHMAN SALOMON CPI
FOREIGN* INDEX* FUND-- FUND-- ESTATE 500 2000 3 MO.
CONSERVATIVE MODERATE T-BILL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5.9% 31.7% 9.9% 16.1% 9.3% 33.4% 22.4% 1.8% 9.8% 5.2% 1.9%
16.8 21.3 4.3 10.6 0.2 23.0 16.5 6.1 2.9 5.3 3.3
10.0 35.1 5.9 10.1 4.4 37.5 28.4 11.2 19.2 5.7 2.9
_0.6 0.7 -- -- 3.6 1.3 _1.8 7.8 _3.5 4.2 2.7
33.4 6.4 -- -- _3.2 10.0 18.9 32.6 11.0 3.1 2.7
_0.6 -- -- -- _5.2 7.6 18.4 _12.2 7.6 3.6 2.9
17.3 -- -- -- _8.7 30.5 46.1 12.5 16.1 5.8 3.0
_3.8 -- -- -- 2.0 _3.1 _19.5 _23.2 8.3 7.9 6.2
29.6 -- -- -- 8.1 31.7 16.3 10.8 14.2 8.7 4.6
</TABLE>
38
<PAGE>
*Hypothetical results, in italics, are based on underlying mutual fund
performance before the inception of the respective Funds.
39
<PAGE>
AVERAGE ANNUAL PERCENTAGE CHANGE IN FUND UNIT VALUES-
YEARS ENDING DECEMBER 31, 1998
GROWTH AGGRESSIVE
EQUITY EQUITY*
1 YEAR 26.2% L9.8%
3 YEARS 24.7 24.1
5 YEARS 17.6 19.7
10 YEARS 17.5 20.8
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
ADA EQUITY LIFECYCLE LIFECYCLE REAL S&P RUSSELL EAFE LEHMAN SALOMON CPI
FOREIGN* INDEX* FUND-- FUND-- ESTATE 500 2000 3 MO.
CONSERVATIVE MODERATE T-BILL
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
5.9% 31.7% 9.9% 16.1% 9.3% 33.4% 22.4% 1.8% 9.8% 5.2% 1.9%
10.8 29.2 N/A N/A 4.6 31.2 22.3 6.3 10.4 5.4 2.6
12.5 18.6 N/A N/A 2.8 20.3 16.4 11.4 7.6 4.7 2.6
12.2 N/A N/A N/A 1.4 18.1 15.8 6.3 9.1 5.6 3.4
</TABLE>
*Hypothetical results, in italics, are based on underlying mutual fund
performance before the inception of the respective Funds.
40
<PAGE>
HOW WE CALCULATE PERFORMANCE DATA
The Growth Equity Fund performance reflects actual investment experience and
the deduction of asset-based charges actually incurred by Separate Account No.
4 (Pooled) under the Program.
The Aggressive Equity Fund has invested in the Class A shares of MFS Emerging
Growth Fund since September 13, 1993, when those shares were first offered for
sale. Prior to that date, and from December 1, 1995, the Aggressive Equity Fund
invested in Class B shares of MFS Emerging Growth Fund. The Class B and Class A
shares are identical, except that the Class B shares have higher class-related
expenses than the Class A shares.
Until December 1, 1995, when it became Separate Account No. 200, the Aggressive
Equity Fund had been part of our Separate Account No. 3 (Pooled) that has its
own managed portfolio of securities. As the Class A and Class B shares of MFS
Emerging Growth Fund represent interests in the same pool of investments, we
have shown hypothetical results for the Aggressive Equity Fund for all periods
before December 1, 1995, based on the actual performance of the Class B shares.
The results shown are adjusted for the Program expense charge and expenses
incurred by the Aggressive Equity Fund when it was part of Separate Account No.
3 (Pooled). Because the expenses of the Class B shares are higher than the
Class A shares, the performance shown for periods before September 13, 1993
would have been higher if Class A shares were available.
The ADA Foreign Fund began operations as Separate Account No. 191 on March 2,
1992. Until May 1, 1996, it invested approximately 95% of its assets in Class A
(formerly Class I) shares of Templeton Foreign Fund and the balance in an
Equitable short-term investment account, Separate Account No. 2A. Since May 1,
1996, the ADA Foreign Fund has been 100% invested in Class A shares of
Templeton Foreign Fund. The results shown in the tables for periods prior to
March 2, 1992, are hypothetical results and are based on the investment of 100%
of the ADA Foreign Fund's assets in Templeton Foreign Fund, consistent with the
current investment policy of the Fund. For the hypothetical calculations we
have applied the Program expense charge during those periods plus .15% in
estimated other expenses to the historical experience of the Templeton Foreign
Fund.
The Equity Index Fund began operations as Separate Account No. 195 on February
1, 1994. For prior periods hypothetical results are shown. The results reflect
the actual performance of SSgA S&P 500 Index Fund beginning with 1993, the
first full year after that mutual fund began operations. For these hypothetical
calculations we have applied the Program expense charge during those periods
plus .15% in estimated other expenses to the historical investment experience
of the SSgA S&P 500 Index Fund.
The Lifecycle Fund--Conservative and the Lifecycle Fund--Moderate performance
shown reflects actual investment performance of Separate Account No. 197 and
Separate Account No. 198 for the period beginning May 1, 1995, when the Funds
commenced operations.
41
<PAGE>
The Real Estate Fund performance shown reflects actual investment experience
and the deduction of asset-based charges actually incurred by Separate Account
No. 30 (Pooled) under the Program during the periods indicated.
CHARGES AND EXPENSES
You will incur two general types of charges under the Program:
(1) Charges imposed on amounts invested in the Program -- these apply to
all amounts invested in the Program (including installment payout
option payments), and do not vary by plan. These are, in general,
reflected as reductions in the unit values of the investment funds or
as reductions from the rates credited to the guaranteed options.
(2) Plan and transaction charges -- these vary by plan or are charged for
specific transactions, and are typically stated in a dollar amount.
Unless otherwise noted, these are deducted in fixed dollar amounts by
reducing the number of units in the appropriate investment funds and
the dollars in the guaranteed options.
For the Real Estate Fund, we base the number of units deducted on the last unit
value determined prior to the date of deduction. We deduct amounts for the
3-year or 5-year GRA from your most recent GRA.
We make no deduction from your contributions or withdrawals for sales expenses.
CHARGES BASED ON AMOUNTS INVESTED IN THE PROGRAM
PROGRAM EXPENSE CHARGE
We assess the Program expense charge against the combined value of Program
assets in all the investment options. The purpose of this charge is to cover
the expenses that we and the ADA incur in connection with the Program.
ANNUAL PROGRAM EXPENSE CHARGE*
VALUE OF PROGRAM ASSETS EQUITABLE ADA TOTAL
- -------------------------------------------------------------------------------
First $400 million .620% .025% .645%
- -------------------------------------------------------------------------------
Over $400 million .620 .020 .640
- -------------------------------------------------------------------------------
*The Program expense charge is determined by negotiation between us and the
Trustees. The charge is primarily based on a formula that gives effect to total
Program assets and the number of plans enrolled in the Program. Currently, the
portion paid to the ADA has been reduced to 0.015% for all asset levels, but
the ADA's portion could be increased in the future. For the 12 months beginning
May 1, 1998, the total Program expense charge is 0.635%.
42
<PAGE>
For investment options other than GRAs, the Program expense charge is
calculated based on Program assets on January 31 in each year, and is charged
at a monthly rate of 1/12 of the relevant annual charge.
For GRAs, the Program expense charge is calculated based on Program assets on
January 31 of each year, and is charged at a constant daily rate of 1/365 of
the relevant annual charge until maturity. [Subsequent changes in the Program
expense charge will not be reflected in the charge against closed GRAs.] In
addition to the Program expense charge, we charge an annual investment
accounting fee of 0.02% on all amounts of Program assets invested in GRAs
issued after February 1992. This fee is reflected in the interest rates
credited to the GRAs and is calculated and charged in the same manner as the
Program expense charge.
We apply our portion of the Program expense charge toward the cost of
maintenance of the investment options, promotion of the Program, commissions,
administrative costs, such as enrollment and answering participant inquiries,
and overhead expenses such as salaries, rent, postage, telephone, travel,
legal, actuarial and accounting costs, office equipment and stationery. The
ADA's part of this fee covers developmental and administrative expenses
incurred in connection with the Program. The ADA Trustees can direct us to
raise or lower the ADA's part of this fee to reflect their expenses in
connection with the Program. During 1998 we received $[ ] and the ADA received
$[ ] under the Program expense charge then in effect.
INVESTMENT MANAGEMENT AND ADMINISTRATION FEES
The computation of unit values for each investment fund also reflects fees
charged for investment management and administration. These charges are based
on the amount of Program assets in the investment fund at the end of the second
month prior to the day on which the calculation is being made. The monthly
charges are 1/12 of the following amounts:
43
<PAGE>
<TABLE>
<CAPTION>
TYPE OF FEE
-----------------------------------------------------------
VALUE OF PROGRAM
FUND ASSETS INVESTMENT
FUND MANAGEMENT ADMINISTRATION TOTAL
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Growth Equity Fund First $100 million .29% .15% .44%
Over $100 million .20 .15 .35
- ------------------------------------------------------------------------------------------------------------------------
Aggressive Equity Fund All amounts -- .15(1) .15(1)
- ------------------------------------------------------------------------------------------------------------------------
ADA Foreign Fund All amounts -- .15(2) .15(2)
- ------------------------------------------------------------------------------------------------------------------------
Equity Index Fund All amounts -- .15 .15
- ------------------------------------------------------------------------------------------------------------------------
Lifecycle Fund--Conservative All amounts -- .15 .15
- ------------------------------------------------------------------------------------------------------------------------
Lifecycle Fund--Moderate All amounts -- .15 .15
- ------------------------------------------------------------------------------------------------------------------------
Real Estate Fund First $50 million 1.10 .25 1.35
Next $25 million 1.00 .25 1.25
Over $75 million .95 .25 1.20
- ------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) We currently waive the .15% administration fee that applies to the
Aggressive Equity Fund. MFS Funds Distributors, Inc., however, pays us an
annual amount of up to 0.25% of the average daily net assets of the ADA
Program invested in the MFS Emerging Growth Fund. We use this payment to
defray administrative expenses associated with the Program's operations
and to fund Program enhancements. The waiver and payment agreement are
expected to be in effect for an indefinite period, but both are subject to
termination by either party upon notice.
(2) We waive the .15% administration fee for the ADA Foreign Fund in view of
the payment we receive under the Templeton Foreign Fund Class A Rule 12b-1
Plan. The fee under the Rule 12b-1 Plan is at an annual rate not to exceed
.25% of the Templeton Foreign Fund's Class A assets. We use this payment
for administrative expenses associated with the Program's operations and
to fund Program enhancements. We also receive a recordkeeping fee of up to
$12, per participant, per year from Templeton.
As part of our administrative functions, we maintain records for all portfolio
transactions and cash flow control, calculate unit values, monitor compliance
with the New York Insurance Law and supervise custody matters for all the
Equity Funds.
The Real Estate Fund pays us a fee for managing that Fund and the underlying
Prime Property Fund. We impose no additional fees for our management of Prime
Property Fund. The services we provide to the Real Estate Fund include
monitoring the Real Estate Fund's holdings and liquidity. The services we
provide to Prime Property Fund include selecting real properties for purchase
and sale, managing some properties, selecting managers for other properties,
appraising the properties, accounting for receipts and disbursements for the
properties, and servicing any
44
<PAGE>
loans issued by Prime Property Fund. The administration fee is to reimburse us
for the additional expenses involved in administering that Fund.
OTHER EXPENSES BORNE BY THE INVESTMENT FUNDS
Certain other expenses are charged directly to the investment funds. These
include SEC filing fees and certain related expenses such as printing of SEC
filings, prospectuses and reports, mailing costs, custodians' fees, financial
accounting costs, outside auditing and legal expenses, and other costs related
to the Program.
The Aggressive Equity, ADA Foreign and Equity Index Funds purchase and redeem
shares in the MFS Emerging Growth Fund, Templeton Foreign Fund and SSgA S&P 500
Index Fund, at net asset value. The net asset value reflects charges for
management, audit, legal, shareholder services, transfer agent and custodian
fees. For a description of charges and expenses assessed by the MFS Emerging
Growth Fund, Templeton Foreign Fund and the SSgA S&P 500 Index Fund, which are
indirectly borne by the Funds, please refer to the prospectuses for each of
these Underlying Mutual Funds.
The Lifecycle Funds--Conservative and Moderate purchase and redeem units in the
Lifecycle Fund Group Trusts--Conservative and Moderate, respectively, at net
asset value. The net asset value reflects charges for investment management,
audit, legal, custodian and other fees. By agreement with the ADA Trustees, we
impose a charge at the annual rate of .03% of the value of the respective
assets of the Lifecycle Funds--Conservative and Moderate. This charge
compensates us for additional legal, accounting and other potential expenses
resulting from the inclusion of the Lifecycle Fund Group Trusts and Underlying
State Street Funds among the investment options described in this prospectus.
For a description of charges and expenses assessed by the Lifecycle Fund Group
Trusts, which are indirectly borne by the Lifecycle Funds, please refer to our
separate prospectus for the Lifecycle Funds.
PLAN AND TRANSACTION EXPENSES
ADA RETIREMENT PLAN, PROTOTYPE SELF-DIRECTED PLAN AND
INDIVIDUALLY-DESIGNED PLAN FEES
RECORD MAINTENANCE AND REPORT FEE. At the end of each calendar quarter, we
deduct a record maintenance and report fee from each participant's Account
Balance. This fee is:
ADA Members Retirement Plan participants $3 per quarter
Self-Directed Prototype Plan participants $3 per quarter
Investment Only $1 per quarter
ENROLLMENT FEE. We charge an employer a non-refundable enrollment fee of $25
for each participant enrolled under its plan. If we do not maintain individual
participant records under an individually-designed plan, we instead charge the
employer $25 for each plan or trust. If the employer fails to pay these
charges, we may deduct the amount from subsequent contributions or from
participants' account balances.
45
<PAGE>
PROTOTYPE SELF-DIRECTED PLAN FEES. Employers who participate in our Prototype
Self-Directed Plan incur additional fees not payable to us, such as brokerage
and administration fees.
INDIVIDUAL ANNUITY CHARGES
ANNUITY ADMINISTRATIVE CHARGE. If a participant elects a variable annuity
payment option, we deduct a $350 charge from the amount used to purchase the
annuity. This charge reimburses us for administrative expenses associated with
processing the application for the annuity and issuing each month's annuity
payment. Annuities purchased from other providers may also be subject to fees
and charges.
CHARGE FOR APPLICABLE TAXES. In certain jurisdictions, amounts used to purchase
an annuity are subject to charges for premium or other applicable taxes (rates
currently range up to 5%). Taxes depend, among other things, on your place of
residence, applicable laws and the form of annuity benefit you select. We will
deduct such charges based on your place of residence at the time the annuity
payments begin.
GENERAL INFORMATION ON FEES AND CHARGES
We may change our investment management fees if we give the ADA Trustees 90
days notice and comply with the conditions of our group annuity contract. We
may change the other fees and charges described above at any time with the
ADA's consent. During 1998 we received total fees and charges under the Program
of $[ ].
TAX INFORMATION
In this section, we briefly outline current federal income tax rules relating
to adoption of the Program, contributions to the Program and distributions to
participants under qualified retirement plans. Certain other information about
qualified retirement plans appears here and in the SAI. We do not discuss the
effect, if any, of state tax laws that may apply. For tax advice, we suggest
that you consult your tax advisor.
The United States Congress has in the past considered and may in the future
consider proposals for legislation that, if enacted, could change the tax
treatment of qualified retirement plans. In addition, the Treasury Department
may amend existing regulations, issue new regulations, or adopt new
interpretations of existing laws. State tax laws or, if you are not a United
States resident, foreign tax laws, may affect the tax consequences to you or
the beneficiary. These laws may change from time to time without notice and, as
a result, the tax consequences may also change. There is no way of predicting
whether, when or in what form any such change would be adopted.
Any such change could have retroactive effects regardless of the date of
enactment. We suggest you consult your legal or tax adviser.
INCOME TAXATION OF DISTRIBUTIONS TO QUALIFIED PLAN PARTICIPANTS
46
<PAGE>
In this section, the word "you" refers to the plan participant.
Amounts distributed to a participant from a qualified plan are generally
subject to federal income tax as ordinary income when benefits are distributed
to you or your beneficiary. Generally speaking, only your post-tax
contributions, if any, are not taxed when distributed.
LUMP SUM DISTRIBUTIONS. If we distribute your benefits to you in a lump sum
after you have participated in the plan for at least five taxable years, you
may be able to use five-year averaging. Under this method, you calculate the
tax on the lump sum distribution separately from taxes on any other income you
may have during the year. You calculate the tax at ordinary income tax rates in
the year of the distribution, but as if it were your only income in each of
five years. The tax payable is the sum of the five years' calculations. To
qualify for five-year averaging, the distribution must consist of your entire
balance in the plan and must occur in one taxable year after you have attained
age 59 1/2.
Five-year averaging is available only for one lump sum distribution.
If you were born before 1936, you may elect to have special rules apply to one
lump sum distribution. You may elect either ten-year averaging using 1986 rates
or five-year averaging using then current rates. In addition, you may elect
separately to have the portion of your distribution attributable to pre-1974
contributions taxed at a flat 20% rate.
Effective January 1, 2000, you may no longer use five year averaging on lump
sum distributions.
ELIGIBLE ROLLOVER DISTRIBUTIONS. Many types of distributions from qualified
plans are "eligible rollover distributions" that can be transferred directly to
another qualified plan or traditional individual retirement arrangement
("IRA"), or rolled over to another plan or IRA within 60 days of the receipt of
the distribution. If a distribution is an "eligible rollover distribution," 20%
mandatory federal income tax withholding will apply unless the distribution is
directly transferred to a qualified plan or IRA. See "Eligible Rollover
Distributions and Federal Income Tax Withholding" in the SAI for a more
detailed discussion.
ANNUITY OR INSTALLMENT PAYMENTS. Each payment you receive is ordinary income
for tax purposes, except where you have a "cost basis" in the benefit. Your
cost basis is equal to the amount of your post-tax employee contributions, plus
any employer contributions you had to include in gross income in prior years.
You may exclude from gross income a portion of each annuity or installment
payment you receive. If you (and your survivor) continue to receive payments
after you have received your cost basis in the contract, all amounts will be
taxable.
IN SERVICE WITHDRAWALS. Some plans allow in-service withdrawals of after-tax
contributions. The portion of each withdrawal attributable to cost basis is not
taxable. The portion of each withdrawal attributable to earnings is taxable.
Withdrawals are taxable
47
<PAGE>
only after they exceed your cost basis if (a) they are attributable to your
pre-January 1, 1987 contributions under (b) plans that permitted those
withdrawals as of May 5, 1986. Amounts that you include in gross income under
this rule may also be subject to the additional 10% penalty tax on premature
distributions described below. In addition, 20% mandatory federal income tax
withholding may also apply.
PREMATURE DISTRIBUTIONS. You may be liable for an additional 10% penalty tax on
all taxable amounts distributed before age 59 1/2 unless the distribution falls
within a specified exception or is rolled over into an IRA or other qualified
plan.
The exceptions to the penalty tax include (a) distributions made on account of
your death or disability, (b) distributions beginning after separation from
service in the form of a life annuity or installments over your life expectancy
(or the joint lives or life expectancies of you and your beneficiary), (c)
distributions due to separation from active service after age 55 and (d)
distributions you use to pay deductible medical expenses.
WITHHOLDING. In almost all cases, 20% mandatory income tax withholding will
apply to all "eligible rollover distributions" that are not directly
transferred to a qualified plan or IRA. If a distribution is not an eligible
rollover distribution, the recipient may elect out of withholding. The rate of
withholding depends on the type of distribution. See "Eligible Rollover
Distributions and Federal Income Tax Withholding" in the SAI. Under the ADA
Master Retirement Plan, we will withhold the tax and send you the remaining
amount. Under an individually designed plan or our prototype self-directed plan
we will pay the full amount of the distribution to the plan's trustee. The
trustee is then responsible for withholding federal income tax upon
distributions to you or your beneficiary.
OTHER TAX CONSEQUENCES
Federal estate and gift and state and local estate, inheritance, and other tax
consequences of participation in the Program depend on the residence and the
circumstances of each participant or beneficiary. For complete information on
federal, state, local and other tax considerations, you should consult a
qualified tax advisor.
MORE INFORMATION
ABOUT PROGRAM CHANGES OR TERMINATIONS
AMENDMENTS. The group annuity contract has been amended in the past and we and
the Trustees may agree to amendments in the future. No future change can affect
annuity benefits in the course of payment. If certain conditions are met, we
may: (1) terminate the offer of any of the investment options and (2) offer new
investment options with different terms.
TERMINATION. We or the ADA Trustees may terminate the group annuity contract.
If the contract is terminated, we will not accept any further contributions or
perform any recordkeeping functions after the date of termination. We then
would make arrangements
48
<PAGE>
with the ADA Trustees with respect to the assets held in the investment options
that we provide, subject to the following:
o transfers and withdrawals from the Real Estate Fund would continue to
be subject to the restrictions described in this prospectus and in
the SAI;
o the ADA Trustees could transfer assets from the Money Market
Guarantee Account in installments over a period of time not to exceed
two years; however, during that time participants would be permitted
to make transfers to funding vehicles provided by another financial
institution (other than a money market fund or similar investment);
and
o amounts allocated to the GRAs would be held until maturity.
If the ADA Trustees make arrangements with us, you may be able to continue to
invest amounts in the investment options that we provide and elect payment of
benefits through us.
IRS DISQUALIFICATION
If your plan is found not to qualify under the Internal Revenue Code, we may:
(1) return the plan's assets to the employer (in our capacity as the plan
administrator) or (2) prevent plan participants from investing in the separate
accounts.
ABOUT THE SEPARATE ACCOUNTS
Each investment fund is one of our separate accounts. We established the
separate accounts under special provisions of the New York Insurance Law. These
provisions prevent creditors from any other business we conduct from reaching
the assets we hold in our investment funds for owners of our variable annuity
contracts, including our group annuity contracts with the ADA Trustees. The
results of each separate account's operations are accounted for without regard
to Equitable's, or any other separate account's, operating results. We are the
legal owner of all of the assets in the separate accounts and may withdraw any
amounts we have in the separate accounts that exceed our reserves and other
liabilities under variable annuity contracts.
The separate accounts that we call the Growth Equity, Aggressive Equity, ADA
Foreign, Equity Index, Lifecycle and Real Estate Funds commenced operations on
1968, 1995, 1992, 1994, 1995, and 1986 respectively. The Aggressive Equity
Fund, which was part of our Separate Account No. 3 (Pooled), was transferred on
December 1, 1995 to Separate Account No. 200. Because of exclusionary
provisions, none of the investment funds is subject to regulation under the
Investment Company Act of 1940.
The Aggressive Equity, ADA Foreign, Equity Index and Lifecycle Funds are used
exclusively in the ADA Program. The Growth Equity and Real Estate Funds each
are
49
<PAGE>
"pooled" funds that are used to fund benefits under the ADA Program and other
group annuity contracts, agreements, and tax-deferred retirement programs we
administer.
ABOUT OUR YEAR 2000 PROGRESS
[To be supplied.]
ABOUT LEGAL PROCEEDINGS
Equitable and its affiliates are parties to various legal proceedings. In our
view, none of these proceedings is likely to have a material adverse effect
upon the separate accounts, our ability to meet our obligations under the
Program, or the distribution of group annuity contract interests under the
Program.
ABOUT OUR INDEPENDENT ACCOUNTANTS
The following financial statements included in the SAI as well as the following
condensed financial information included in the prospectus have been so
included in reliance on the report of PricewaterhouseCooper LLP given on the
authority of said firm as experts in auditing and accounting.
o The financial statements for Separate Accounts 4, 191, 200 and 30 as
of December 31, 1998 and for each of the two years in the period then
ended.
o The financial statements for Separate Account 8 as of December 31,
1998 and 1997 and for each of the two years in the period ended
December 31, 1998.
o The financial statements for Equitable Life as of December 31, 1998
and 1997 and for each of the three years in the period ended December
31, 1998.
o The condensed financial information for Separate Accounts Nos. 4,
191, and 30 for each of the six years in the period ended December
31, 1998.
o The condensed financial information for Separate Accounts 195 for
each of the five years in the period ended December 31, 1998.
o The condensed financial information for Separate Accounts 197, 198
and 200 for each of the four years in the period ended December 31,
1998.
REPORTS WE PROVIDE AND AVAILABLE INFORMATION
We send reports annually to employers showing the aggregate Account Balances of
all participants and information necessary to complete annual IRS filings.
As permitted by the SEC's rules, we omitted certain portions of the
registration statement filed with the SEC from this prospectus and the SAI. You
may obtain the omitted information by: (1) requesting a copy of the
registration statement from the SEC's principal office in Washington, D.C., and
paying prescribed fees, or (2) by accessing the EDGAR Database at the SEC's web
site at www.sec.gov.
50
<PAGE>
ACCEPTANCE
The employer or plan sponsor, as the case may be: (1) is solely responsible for
determining whether the Program is a suitable funding vehicle and (2) should
carefully read the prospectus and other materials before entering into a
Participation Agreement.
51
<PAGE>
APPENDIX I: CONDENSED FINANCIAL INFORMATION
These selected per unit data and ratios for the years ended December 31, 1998
through 1993 have been audited by PricewaterhouseCoopers LLP, independent
accountants, as stated in their reports included in the SAI. For years prior to
1993, the condensed financial information was audited by other independent
accountants. The financial statements of each of the Funds as well as the
consolidated financial statements of Equitable are contained in the SAI. The
report for the Real Estate Fund includes an explanatory paragraph relating to
the appraised valuation of real estate investments. Information is provided for
the period that each Fund has been available under the Program, but not longer
than ten years.
GROWTH EQUITY FUND: SEPARATE ACCOUNT NO. 4 (POOLED)
INCOME AND EXPENSES
EXPENSES NET INCOME
YEAR ENDED DEC. 31, INCOME (NOTE A) (LOSS)
1998
1997 $1.77 (3.38) (1.61)
1996 $1.56 (2.87) (1.31)
1995 $2.10 (2.28) (.18)
1994 $2.03 (2.03) .00
1993* $1.97 (1.92) .05
1992 $1.69 (1.75) (.06)
1991 $1.50 (1.52) (.02)
1990 $2.13 (1.16) .97
1989 $1.88 (1.09) .79
(Restubbed Table Continued From Above)
<TABLE>
<CAPTION>
CAPITAL CHANGES OPERATING STATISTICS
NET
REALIZED
AND NUMBER OF
UNREALIZED NET NET ASSET NET ASSET RATIO OF RATIO OF NET UNITS
GAINS INCREASE VALUE AT VALUE AT OPERATING INCOME OUTSTANDING
YEAR (LOSSES) ON (DECREASE) BEGINNING END OF EXPENSES TO (LOSS) TO AT END OF PORTFOLIO
ENDED INVESTMENTS IN UNIT OF PERIOD PERIOD AVERAGE NET AVERAGE NET PERIOD TURNOVER
DEC. (NOTE B) VALUE (NOTE C) (NOTE D) ASSETS ASSETS (IN 000'S) RATE
31,
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1998
1997 75.28 73.67 280.94 $354.61 1.07% (.51)% 1,386 62%
1996 42.22 40.91 240.03 $280.94 1.10% (.50)% 1,435 105%
1995 57.14 56.96 183.07 $240.03 1.07% (.08)% 1,456 108%
1994 (4.23) (4.23) 187.30 $183.07 1.11% .00% 1,441 91%
1993* 29.46 29.51 157.79 $187.30 1.14% .03% 1,431 82%
52
<PAGE>
1992 .92 .86 156.93 $157.79 1.17% (.04)% 1,418 68%
1991 53.07 53.05 103.88 $156.93 1.16% (.02)% 1,350 66%
1990 (14.99) (14.02) 117.90 $103.88 1.10% .92 % 1,295 93%
1989 35.17 35.96 81.94 $117.90 1.07% .78 % 1,399 113%
</TABLE>
NOTES:
*Prior to July 22, 1993, Equitable Capital Management Corporation ("Equitable
Capital") served as the investment adviser to the Fund. On July 22, 1993,
Alliance Capital Management L.P. acquired the business and substantially all of
the assets of Equitable Capital and became the investment adviser to the Fund.
A. Enrollment, annual administration and actuarial and quarterly record
maintenance and report fees are not included above and did not affect any
unit values. Defined benefit plan annual administration and actuarial and
quarterly record maintenance and report fees reduced the number of Fund
units credited to participants; enrollment fees were generally deducted
from contributions to the Program.
B. See Note 2 to Financial Statements of Separate Account No. 4 (Pooled),
which may be found in the SAI.
C. The Program became available beginning on January 1, 1968. The value for a
Growth Equity Fund unit was established at $10.00 on that date.
D. Income, expenses, gains and losses shown above pertain only to
participants' accumulations attributable to the Program. Other plans also
participate in the Growth Equity Fund and may have operating results and
other supplementary data different from those shown above.
AGGRESSIVE EQUITY FUND, ADA FOREIGN FUND, EQUITY INDEX FUND, LIFECYCLE FUND -
CONSERATIVE AND LIFECYCLE FUND - MODERATE: SEPARATE ACCOUNT NOS. 200, 191, 195,
197 AND 198
Unit values for these Funds are shown below.
<TABLE>
<CAPTION>
- ----------------------- -------------------- ----------------- -------------- -------------------- ------------------
UNIT VALUE AS OF AGGRESSIVE ADA EQUITY LIFECYCLE LIFECYCLE
DECEMBER 31: EQUITY FUND FOREIGN FUND INDEX FUND FUND--CONSERVATIVE FUND--MODERATE
- ----------------------- -------------------- ----------------- -------------- -------------------- ------------------
<S> <C> <C> <C> <C> <C>
1998
- ----------------------- -------------------- ----------------- -------------- -------------------- ------------------
1997 $58.07 $17.69 $20.95 $12.13 $14.14
- ----------------------- -------------------- ----------------- -------------- -------------------- ------------------
1996 $48.48 $16.71 $15.91 $11.04 $12.18
- ----------------------- -------------------- ----------------- -------------- -------------------- ------------------
1995 $42.62 $14.31 $13.12 $10.59 $11.01
- ----------------------- -------------------- ----------------- -------------- -------------------- ------------------
1994 -- $13.01 $ 9.71 -- --
- ----------------------- -------------------- ----------------- -------------- -------------------- ------------------
1993 -- $13.08 -- -- --
- ----------------------- -------------------- ----------------- -------------- -------------------- ------------------
1992 -- $ 9.81 -- -- --
- ----------------------- -------------------- ----------------- -------------- -------------------- ------------------
</TABLE>
53
<PAGE>
REAL ESTATE FUND: SEPARATE ACCOUNT NO. 30 (POOLED)
INCOME AND EXPENSES
NET
INVESTMENT
YEAR ENDED EXPENSES INCOME
DEC. 31, INCOME (NOTE A) (LOSS)
1998
1997 $0.11 (.27) (.16)
1996 $0.09 (.25) (.16)
1995 $0.06 (.25) (.19)
1994 $0.04 (.24) (.20)
1993 $0.01 (.24) (.23)
1992 $0.01 (.25) (.24)
1991 $0.01 (.26) (.25)
1990 $0.02 (.27) (.25)
1989 $0.02 (.25) (.23)
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
CAPITAL CHANGES OPERATING STATISTICS
NET
REALIZED
AND RATIO OF NET NUMBER OF
UNREALIZED NET UNIT UNIT RATIO OF INVESTMENT UNITS
GAINS INCREASE VALUE AT VALUE AT OPERATING INCOME OR OUTSTANDING PORTFOLIO
(LOSSES) ON (DECREASE) BEGINNING END OF EXPENSES TO (LOSS) TO AT END OF TURNOVER
YEAR INVESTMENTS IN UNIT OF PERIOD PERIOD AVERAGE NET AVERAGE NET PERIOD RATE
ENDED (NOTE B) VALUE (NOTE C) (NOTE F) ASSETS ASSETS (IN 000'S) (NOTE E)
DEC.
31,
<S> <C> <C> <C> <C> <C> <C> <C>
1998
1997 1.36 1.20 $11.47 $12.67 2.29% (1.38%) 318 N/A
1996 .95 .79 $10.68 $11.47 2.30% (1.48%) 349 N/A
1995 (.02) (.21) $10.89 $10.68 2.26% (1.67%) 371 N/A
1994 .65 .45 $10.44 $10.89 2.26% (1.87%) 311 N/A
1993 .22 (.01) $10.45 $10.44 2.26% (2.20%) 408 N/A
1992 (.38) (.62) $11.07 $10.45 2.30% (2.25%) 511 N/A
1991 (.84) (1.09) $12.16 $11.07 2.21% (2.10%) 515 N/A
1990 .05 (0.20) $12.36 $12.16 2.14% (1.96%) 530 N/A
1989 1.08 0.85 $11.51 $12.36 2.11% (1.93%) 584 N/A
</TABLE>
54
<PAGE>
A. Enrollment and quarterly record maintenance and report fees are not
included above and did not affect Real Estate Fund unit values. Quarterly
record maintenance and report fees reduced the number of Real Estate Fund
units credited to participants; enrollment fees were generally deducted
from contributions to the Program.
B. The change in the value of Prime Property Fund (Separate Account No. 8)
units owned by the Real Estate Fund and any realized gains (losses) from
the redemption of such units are included in net realized and unrealized
gain on investments. See Note 2 to Financial Statements of Separate
Account No. 30 (Pooled), which may be found in the SAI.
C. The value for a Real Estate Fund unit was established at $10.00 on August
29, 1986, the date on which the Fund commenced operations.
D. Annualized basis.
E. The Real Estate Fund invests solely in units of Equitable's Separate
Account Nos. 8 and 2A; thus, there is no applicable portfolio turnover
rate for the Real Estate Fund.
F. The Real Estate Fund Unit Values shown above are based on the year-end
values for Separate Account Nos. 8 and 2A. However, the unit values used
under the Program for determining Fund balances, processing transactions
and calculating performance (including Fund balances, transactions and
performance effected or reported on December 31) are based on the last
Real Estate Fund unit value determined in each relevant period and,
therefore, such unit values reflect the values of Separate Account Nos. 8
and 2A as of dates prior to the last day of such periods.
Income, expenses, gains and losses shown above pertain only to participants'
accumulations attributable to the Program. Other plans also participate in
Separate Account No. 30 (Pooled) and may have operating results and other
supplementary data different from those shown above.
55
<PAGE>
APPENDIX II: AN INDEX OF KEY WORDS AND PHRASES
This index should help you locate more information on the terms used in this
prospectus.
<TABLE>
<CAPTION>
PAGE TO SEE PAGE TO SEE
TERM IN PROSPECTUS TERM IN PROSPECTUS
- ---- ------------- ---- -------------
<S> <C> <C> <C>
AIM System 29 Master Plan 32
beneficiary 31 Master Trust 32
benefit payment options 30 Money Market Guarantee
Account 26
business day 29 Pooled Trust 32
Contributions 33 Prime Property Fund 20
eligible rollover Program 31
contributions 47
Equitable 2 Self Directed Prototype Plan 32
Equity Funds 14 separate accounts 49
group annuity contract 31 SSgA State Street 17
GRAs 25 Trustees 31
guaranteed options 24
individually designed 33 Underlying Mutual Funds cover
plan
IRA 47 Underlying State Street
Funds 9
investment funds 14 unit value 27
investment options cover unit 27
Lifecycle Funds 18 3-year GRA 25
Lifecycle Fund Group 18 5-year GRA 25
Trusts
</TABLE>
56
<PAGE>
TABLE OF CONTENTS
OF STATEMENT OF ADDITIONAL INFORMATION
PAGE
The Contracts .................................................... SAI-4
Your Responsibilities as Employer..................................... SAI-4
Procedures for Withdrawals, Distributions
and Transfers .................................................... SAI-5
Types of Benefits .................................................... SAI-11
Provisions of the Master Plan......................................... SAI-13
Prime Property Fund Investments....................................... SAI-18
Investment Restrictions Applicable to the Funds....................... SAI-21
How We Determine the Unit Value for the Funds......................... SAI-22
How We Value the Assets of the Funds.................................. SAI-24
Summary of Unit Values for the Funds.................................. SAI-26
Growth Equity Fund Transactions....................................... SAI-28
Investment Management Fee............................................. SAI-30
Underwriter........................................................... SAI-30
Our Management SAI-30
Financial Statements.................................................. SAI-33
CLIP AND MAIL TO US TO RECEIVE A
STATEMENT OF ADDITIONAL INFORMATION
- -------------------------------------------------------------------------------
To: The Equitable Life Assurance Society
of the United States
Box 2486 G.P.O.
New York, NY 10116
Please send me a copy of the Statement of Additional Information for the
American Dental Association Members Retirement Program Prospectus dated May 1,
1999.
Name: ____________________________________________________
Address: ____________________________________________________
____________________________________________________
____________________________________________________
Copyright 1999 by The Equitable Life Assurance Society of the United States.
All rights reserved.
57
<PAGE>
INVESTMENT OPTION CHARACTERISTICS
<TABLE>
<CAPTION>
GROWTH AGGRESSIVE
EQUITY FUND EQUITY FUND
<S> <C> <C>
Designed for Long term growth of capital Long term growth of capital
(Objective)
Invests Primarily In Common stocks and other Invests 100% of its assets in
equity-type securities the MFS Emerging Growth Fund
generally issued by large and which invests in common stocks
intermediate- of emerging growth companies.
sized companies
Risk to Principal Average for a growth fund Somewhat higher than a growth
fund
Primary Growth Capital appreciation and Capital appreciation and
Potential Through reinvested dividends reinvested dividends
Income Guarantee No No
Volatility of Return Somewhat more volatile than Highly volatile
the S&P 500
Transfers to other Permitted daily Permitted daily
Options
Withdrawal No No
Penalties
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
<TABLE>
<CAPTION>
ADA FOREIGN EQUITY
FUND INDEX FUND
<S> <C> <C>
Designed for Long term growth of capital Parallel the total return of
(Objective) the S&P 500 Index
Invests Primarily In Invests 100% of its assets in Invests 100% of its assets in
the Templeton Foreign Fund the SSgA S&P 500 Index Fund
which invests primarily in which invests in all 500
stocks of companies outside stocks in the S&P 500 Index in
the U.S., including in proportion to their weighting
emerging markets. in the Index
Risk to Principal Somewhat higher than a growth Somewhat lower than the Growth
fund Equity Fund
Primary Growth Capital appreciation and Capital appreciation and
Potential Through reinvested dividends reinvested dividends
Income Guarantee No No
Volatility of Return Generally depends on stock, Generally equal to the S&P 500
country and currency Index
selections, as well as market
factors
Transfers to other Permitted daily Permitted daily
Options
Withdrawal No No
Penalties
</TABLE>
58
<PAGE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
INVESTMENT OPTION CHARACTERISTICS
<TABLE>
<CAPTION>
LIFECYCLE LIFECYCLE REAL ESTATE
FUND-- FUND-- FUND
CONSERVATIVE MODERATE
<S> <C> <C> <C>
Designed for Current income and low to Growth of capital and Stable rate of return
(Objective) moderate growth of capital reasonable level of current through rental income and
income appreciation
Invests Primarily In Invests 100% of its assets Invests 100% of its assets High-grade,
in a mix of underlying in a mix of underlying income-producing real
collective investment funds collective investment funds property
maintained by State Street maintained by State Street
Risk to Principal Somewhat lower than the Somewhat lower than a Lower than the Equity Funds
Lifecycle Fund--Moderate growth fund
Primary Growth Capital appreciation and Capital appreciation, Rental income, capital
Potential Through reinvested dividends and reinvested dividends appreciation and interest
interest
Income Guarantee No No No
Volatility of Return Generally lower than pure Generally lower than pure Stable and less volatile
equity funds, but degree equity funds, but degree than the Equity Funds
may vary depending on may vary depending on
market conditions market conditions
Transfers to other Permitted daily Permitted daily Permitted quarterly if cash
Options available
Withdrawal No No No
Penalties
</TABLE>
(RESTUBBED TABLE CONTINUED FROM ABOVE)
INVESTMENT OPTION CHARACTERISTICS
<TABLE>
<CAPTION>
GUARANTEED MONEY MARKET
RATE ACCOUNTS GUARANTEE
ACCOUNT
<S> <C>
Designed for Principal and interest Principal and interest
(Objective) guaranteed-- guaranteed--
interest rates reflect short term rates
maturities
Invests Primarily In Contributions credited with Contributions credited with
fixed rate of interest until current guaranteed rate of
the maturity date interest
Risk to Principal Carrier providing GRAs Equitable Life guarantees
guarantees principal and principal and interest;
interest also backed by assets in
insulated separate account
Primary Growth Interest income Interest income
Potential Through
Income Guarantee Yes--subject to withdrawal Yes
penalties
Volatility of Return Carrier providing GRAs Equitable Life guarantees
guarantees interest rate monthly interest rate; also
until the maturity date backed by assets in
insulated separate account
Transfers to other Permitted only at maturity Permitted daily
Options
Withdrawal Prior to maturity, No
Penalties withdrawals may not be
permitted or may be subject
to a penalty
</TABLE>
The investment options each have different investment objectives and policies
that affect returns and the market and financial risks involved. The investment
funds involve a greater potential for growth but involve risks that are not
present with the guaranteed options. There is no assurance that any of the
investment objectives will be achieved or that the risk to principal or
volatility of return will be as indicated.
59
<PAGE>
STATEMENT OF ADDITIONAL INFORMATION
MAY 1, 1999
AMERICAN DENTAL ASSOCIATION
MEMBERS RETIREMENT PROGRAM
Funded primarily through a group annuity contract with THE EQUITABLE LIFE
ASSURANCE SOCIETY OF THE UNITED STATES, 1290 Avenue of the Americas, New York,
New York 10104. Toll-free telephone number 1-800-223-5790.
This Statement of Additional Information ("SAI") is not a prospectus. You
should read this SAI in conjunction with Equitable's prospectus dated May 1,
1999 for the American Dental Association Members Retirement Program. THIS SAI
RELATES TO ALL INVESTMENT OPTIONS EXCEPT THE EQUITY INDEX FUND AND LIFECYCLE
FUNDS, WHICH ARE DISCUSSED IN OUR SEPARATE SAI FOR THOSE INVESTMENT OPTIONS.
A copy of the prospectus to which this SAI relates is available at no charge by
writing to Equitable at Box 2486 G.P.O., New York, New York 10116 or by calling
our toll-free telephone number. Definitions of special terms used in this SAI
are found in the prospectus.
Certain of the cross references in this SAI are contained in the prospectus
dated May 1, 1999 to which this SAI relates.
COPYRIGHT 1999 BY THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE UNITED STATES.
ALL RIGHTS RESERVED.
1
<PAGE>
CONTENTS OF THIS SAI
<TABLE>
<CAPTION>
PAGE IN SAI
<S> <C>
THE CONTRACTS..............................................................................SAI-4
YOUR RESPONSIBILITIES AS EMPLOYER..........................................................SAI-4
PROCEDURES FOR WITHDRAWALS, DISTRIBUTIONS AND
TRANSFERS...............................................................................SAI-5
Pre-Retirement Withdrawals...........................................................SAI-5
Benefit Distributions................................................................SAI-6
Eligible Rollover Distributions and Federal Income Tax Withholding...................SAI-7
Premature Withdrawals and Transfers from a GRA.......................................SAI-7
Maturing GRAs........................................................................SAI-9
Special Rules for Distributions and Transfers from the Real Estate Fund..............SAI-9
Real Estate Fund Withdrawals from Prime Property Fund................................SAI-10
TYPES OF BENEFITS..........................................................................SAI-11
PROVISIONS OF THE MASTER PLAN..............................................................SAI-13
Plan Eligibility Requirements........................................................SAI-13
Contributions to Qualified Plans.....................................................SAI-13
Contributions to the Master Plan.....................................................SAI-14
Allocation of Contributions..........................................................SAI-16
The Master Plan and Section 404(c) of ERISA..........................................SAI-16
Vesting..............................................................................SAI-17
PRIME PROPERTY FUND INVESTMENTS............................................................SAI-18
HOLDINGS OF PRIME PROPERTY FUND............................................................SAI-19
INVESTMENT RESTRICTIONS APPLICABLE TO THE EQUITY
FUNDS...................................................................................SAI-21
The Growth Equity Fund...............................................................SAI-21
Other Equity Funds...................................................................SAI-21
HOW WE DETERMINE THE UNIT VALUE FOR THE FUNDS..............................................SAI-22
The Equity Funds.....................................................................SAI-22
The Real Estate Fund.................................................................SAI-23
HOW WE VALUE THE ASSETS OF THE FUNDS.......................................................SAI-24
The Growth Equity Fund...............................................................SAI-24
Other Equity Funds...................................................................SAI-25
Assets Held in Prime Property Fund...................................................SAI-25
SUMMARY OF UNIT VALUES FOR THE FUNDS.......................................................SAI-26
The Equity Funds.....................................................................SAI-26
The Real Estate Fund.................................................................SAI-27
Prime Property Fund..................................................................SAI-28
2
<PAGE>
PAGE IN SAI
GROWTH EQUITY FUND TRANSACTIONS............................................................SAI-28
PRIME PROPERTY FUND TRANSACTIONS...........................................................SAI-30
INVESTMENT MANAGEMENT FEE..................................................................SAI-30
UNDERWRITER................................................................................SAI-30
OUR MANAGEMENT.............................................................................SAI-30
FINANCIAL STATEMENTS.......................................................................SAI-33
</TABLE>
3
<PAGE>
FUNDING OF THE PROGRAM
The Program is primarily funded through a group annuity contract issued to the
ADA Trustees by Equitable. The ADA Trustees have also entered into two group
annuity contracts with John Hancock Mutual Life Insurance Company relating to
Guaranteed Rate Accounts opened during the one year period beginning July 31,
1998. All other investment options are covered by the contract with Equitable.
The ADA Trustees hold all contracts for the benefit of employers and
participants in the Program.
The ADA Trustees and Equitable also have an administrative services agreement
for administrative support, recordkeeping and marketing services provided by
Equitable. This agreement would normally terminate when the group annuity
contract with Equitable terminates.
YOUR RESPONSIBILITIES AS EMPLOYER
If you adopt the Master Plan, you as the employer and plan administrator will
have certain responsibilities, including:
o sending us your contributions at the proper time and in the proper
format;
o maintaining all personnel records necessary for administering your
plan;
o determining who is eligible to receive benefits;
o forwarding to us all the forms your employees are required to submit;
o distributing summary plan descriptions and participant annual reports
to your employees and former employees;
o distributing our prospectuses and confirmation notices to your
employees and, in some cases, former employees;
o filing an annual information return for your plan with the Internal
Revenue Service, if required;
o providing us the information with which to run special
non-discrimination tests, if you have a 401(k) plan or your plan
accepts post-tax employee or employer matching contributions;
o determining the amount of all contributions for each participant in
the plan;
o forwarding salary deferral and post-tax employee contributions to us;
4
<PAGE>
o selecting interest rates and monitoring default procedures if you
elect the loan provision in your plan; and
o providing us with written instructions for allocating amounts in the
plan's forfeiture account.
If you, as an employer, have an individually designed plan, your
responsibilities will not be increased in any way by adopting the Pooled Trust
for investment only. If you adopt our self-directed prototype plan, you will be
completely responsible for administering the plan and complying with all of the
reporting and disclosure requirements applicable to qualified plans, with the
assistance of the recordkeeper of your choice.
We can provide guidance and assistance in the performance of your
responsibilities. If you have questions about any of your obligations, you can
contact our Account Executives at 1-800-223-5790 or write to us at Box 2486
G.P.O., New York, New York 10116.
PROCEDURES FOR WITHDRAWALS, DISTRIBUTIONS AND TRANSFERS
PRE-RETIREMENT WITHDRAWALS. Under the Master Plan, self-employed persons
generally may not receive a distribution prior to age 59 1/2, and employees
generally may not receive a distribution prior to separation from service.
However, if the Master Plan is maintained as a profit sharing plan, you may
request distribution of benefits after you reach age 59 1/2 even if you are
still working. If the Master Plan is maintained as a 401(k) plan and you are
under age 59 1/2, you may withdraw your own 401(k) contributions only if you
can demonstrate financial hardship within the meaning of applicable income tax
regulations. Each withdrawal must be at least $1,000 (or, if less, your entire
account balance or the amount of your hardship withdrawal under a 401(k) plan).
If your employer terminates the plan, all amounts (subject to GRA restrictions)
may be distributed to participants at that time.
You may withdraw all or part of your account balance under the Master Plan
attributable to post-tax employee contributions at any time, subject to any
withdrawal restrictions applicable to the Investment Options, provided that you
withdraw at least $300 at a time (or, if less, your account balance
attributable to post-tax employee contributions). See "Tax Information" in the
prospectus.
We pay all benefit payments (including withdrawals due to plan terminations) in
accordance with the rules described below in the "Benefit Distributions"
discussion. We effect all other participant withdrawals as of the close of the
business day we receive the properly completed form.
Under the self-directed prototype plan you may receive a distribution upon
attaining normal retirement age as specified in the plan, or upon separation
from service. If your employer maintains the self-directed prototype plan as a
profit sharing plan, an earlier distribution of funds that have accumulated
after two years is available if you incur a financial hardship, as defined in
the plan.
5
<PAGE>
In addition, if you are married, your spouse may have to consent in writing
before you can make any type of withdrawal, except for the purchase of a
Qualified Joint and Survivor Annuity. See "Spousal Consent Requirement" below.
Under an individually designed plan, the availability of pre-retirement
withdrawals depends on the terms of the plan. We suggest that you ask your
employer what types of withdrawals are available under your plan.
Transfers and withdrawals from the Aggressive Equity Fund, the ADA Foreign Fund
and the Equity Index Fund may be deferred if there is any delay in redemption
of shares of the respective mutual funds in which the Funds invest. We
generally do not expect any delays.
Transfers and withdrawals from the Lifecycle Funds--Conservative and Moderate
may be deferred if there is any delay in redemption of units of the Lifecycle
Fund Group Trusts. We generally do not expect any such delays.
Special rules apply to withdrawals from the Real Estate Fund. See "Special
Rules for Distributions and Transfers from the Real Estate Fund" below.
PLEASE NOTE THAT GENERALLY YOU MAY NOT MAKE WITHDRAWALS FROM THE GUARANTEED
RATE ACCOUNTS PRIOR TO MATURITY, EVEN IF THE EMPLOYER PLAN PERMITS WITHDRAWALS
PRIOR TO THAT TIME. SEE "PREMATURE WITHDRAWALS AND TRANSFERS FROM A GRA" BELOW.
TRANSFERS FROM THE ADA FOREIGN FUND, THE EQUITY INDEX FUND, THE AGGRESSIVE
EQUITY FUND AND THE LIFECYCLE FUNDS--CONSERVATIVE AND MODERATE ARE PERMITTED
DAILY EXCEPT UNDER INFREQUENT CIRCUMSTANCES WHEN THE WITHDRAWALS MAY BE SUBJECT
TO A DELAY. SEE "BENEFIT DISTRIBUTIONS" BELOW. IN ADDITION, THE REAL ESTATE
FUND IS SUBJECT TO SPECIAL WITHDRAWAL RULES WHICH ARE DESCRIBED UNDER "SPECIAL
RULES FOR DISTRIBUTIONS AND TRANSFERS FROM THE REAL ESTATE FUND" BELOW.
BENEFIT DISTRIBUTIONS. In order for you to begin receiving benefits under the
Master Plan, your employer must send us your properly completed Election of
Benefits form and, if applicable, Beneficiary Designation form. Your benefits
will commence according to the provisions of your plan.
Under an individually designed plan and our self-directed prototype plan, your
employer must send us a request for disbursement form. We will send single sum
payments to your plan's trustee as of the close of business on the day we
receive a properly completed form. If you wish to receive annuity payments,
your plan's trustee may purchase a variable annuity contract from us. Fixed
annuities are available from insurance companies selected by the Trustees. See
"Types of Benefits." We will pay annuity payments directly to you and payments
will commence according to the provisions of your plan.
Please note that we use the value of your vested benefits at the close of the
business day payment is due to determine the amount of benefits you receive. We
will not, therefore, begin processing your check until the following business
day. You should expect your check to be mailed within five days after
processing begins. Annuity checks can take longer. If you buy a fixed annuity,
your check will come from the insurance company you
6
<PAGE>
selected. If you are withdrawing more than $50,000 and you would like expedited
delivery at your expense, you may request it on your election of benefits form.
If a participant in the Master Plan dies without designating a beneficiary, the
vested benefit will automatically be paid to the spouse or, if the participant
is not married, to the first surviving class of his or her (a) children, (b)
parents and (c) brothers and sisters. If none of them survive, the
participant's vested benefit will be paid to the participant's estate. If a
participant in our prototype self-directed plan dies without designating a
beneficiary, the vested benefit will automatically be paid to the spouse or, if
the participant is not married, to the first surviving class of his or her (a)
children, (b) grandchildren, (c) parents, (d) brothers and sisters and (e)
nephews and nieces. If none of them survive, the participant's vested benefit
will be paid to the participant's estate.
ELIGIBLE ROLLOVER DISTRIBUTIONS AND FEDERAL INCOME TAX WITHHOLDING. All
"eligible rollover distributions" are subject to mandatory federal income tax
withholding of 20% unless the participant elects to have the distribution
directly rolled over to a qualified plan or traditional individual retirement
arrangement (IRA). An "eligible rollover distribution" is generally any
distribution that is not one of a series of substantially equal periodic
payments made (not less frequently than annually): (1) for the life (or life
expectancy) of the plan participant or the joint lives (or joint life
expectancies) of the plan participant and his or her designated beneficiary, or
(2) for a specified period of 10 years or more. Hardship distributions are not
eligible rollover distributions.
In addition, the following are not subject to mandatory 20% withholding:
o hardship withdrawals of salary deferred contributions from 401(k)
plans;
o certain corrective distributions under Code Section 401(k) plans;
o loans that are treated as distributions; and
o a distribution to a beneficiary other than to a surviving spouse or a
current or former spouse under a qualified domestic relations order.
If we make a distribution to a participant's surviving spouse, or to a current
or former spouse under a qualified domestic relations order, the distribution
may be an eligible rollover distribution, subject to mandatory 20% withholding,
unless one of the exceptions described above applies.
If a distribution is not an "eligible rollover distribution", we will withhold
income tax from all taxable payments unless the recipient elects not to have
income tax withheld.
PREMATURE WITHDRAWALS AND TRANSFERS FROM A GRA. You may transfer amounts from
other investment options to a GRA at any time. Transfers may not be made from
one GRA to another or from a GRA to one of the other investment options until
the maturity date of the GRA. Likewise, you may not remove amounts from a GRA
prior to maturity in order to obtain a plan loan or make a hardship or
in-service withdrawal. If your plan's assets are transferred to another funding
vehicle from the Program or if your plan is terminated, we will continue to
hold your money in GRAs until maturity. All such GRAs will be held in
7
<PAGE>
the Pooled Trust under the investment-only arrangement. See "Guaranteed Rate
Accounts" in the prospectus.
We do not permit withdrawals before maturity unless your plan permits them and
they are exempt or qualified, as we explain below. You may take exempt
withdrawals without penalty at any time. Qualified withdrawals are subject to a
penalty. We do not permit qualified withdrawals from a five-year GRA during the
first two years after the end of its offering period. This rule does not apply
if the amount of the applicable penalty is less than the interest you have
accrued. If you have more than one GRA and you are taking a partial withdrawal
or installments, we will first use amounts held in your most recently purchased
three-year or five-year GRA that is available under the withdrawal rules for
exempt and qualified withdrawals. Please note that withdrawals, transfers,
reallocations on maturity and benefit distributions from GRAs provided by a
carrier other than Equitable are subject to Equitable's receipt of the proceeds
of such GRA from such carrier.
Exempt Withdrawal. Amounts may be withdrawn without penalty from a GRA prior to
its maturity if:
o you are a dentist age 59 1/2 or older and you elect an installment
payout of at least three years or an annuity benefit;
o you are not a dentist and you attain age 59 1/2 or terminate
employment (including retirement);
o you are disabled;
o you attain age 70 1/2; or
o you die.
Qualified Withdrawal. You may withdraw amounts with a penalty from a GRA prior
to its maturity if you are a dentist and are taking payments upon retirement
after age 59 1/2 under a distribution option of less than three years duration.
The interest paid to you upon withdrawal will be reduced by an amount
calculated as follows:
(i) the amount by which the three-year GRA rate being offered on the
date of withdrawal exceeds the GRA rate from which the withdrawal is made,
times
(ii) the years and/or fraction of a year until maturity, times
(iii) the amount withdrawn from the GRA.
We will make this calculation based on GRA rates without regard to deductions
for the applicable Program expense charge. If the three-year GRA is not being
offered at the time of withdrawal, the adjustment will be based on then current
rates on U.S. Treasury notes or for a comparable option under the Program.
8
<PAGE>
We will never reduce your original contributions by this adjustment. We make no
adjustment if the current three-year GRA rate is equal to or less than the rate
for the GRA from which we make to the qualified withdrawal. We calculate a
separate adjustment for each GRA. If the interest accumulated in one GRA is
insufficient to recover the amount calculated under the formula, we may deduct
the excess as necessary from interest accumulated in other GRAs of the same
duration.
Example: You contribute $1,000 to a three-year GRA on January 1 with a rate of
4%. Two years later you make a qualified withdrawal. Your GRA balance is
$1,082. The current GRA rate is 6%; (i) 6%-4%=2%, (ii) 2% X 1 year=2%, (iii) 2%
X $1,082=$21.64. The withdrawal proceeds would be $1,082-$21.64=$1,060.36.
MATURING GRAS
Your confirmation notice lists the maturity date for each GRA you
hold.
You may arrange in advance for the reinvestment of your maturing GRAs
by using the AIM System. (GRA maturity allocation change requests received on a
business day before 4:00 P.M. Eastern Time are effective four days after we
receive them. GRA maturity allocation change requests received after 4:00 P.M.
Eastern Time or on a non-business day are effective four days after the next
business day after we receive them.)
o The instructions you give us remain in effect until you change them
(again, your GRA maturity allocation change request will be processed
as described above).
o You may have different instructions for your GRAs attributable to
employer contributions than for your GRAs attributable to employee
contributions.
o If you have never provided GRA maturity instructions, your maturing
GRAs will be allocated to the Money Market Guarantee Account.
SPECIAL RULES FOR DISTRIBUTIONS AND TRANSFERS FROM THE REAL ESTATE FUND. At
times of insufficient liquidity, we may delay withdrawals from the Real Estate
Fund and Prime Property Fund in accordance with the procedures described below.
As of the date of this SAI, the Real Estate Fund is fulfilling withdrawal
requests on a current basis. You may call us to receive current information
regarding the status of Real Estate Fund withdrawals. See "Special Risks
Related to the Real Estate Fund" in the prospectus for more information.
THERE IS A MINIMUM WAIT OF ONE CALENDAR QUARTER FOR WITHDRAWALS FROM THE REAL
ESTATE FUND. All distributions and transfers from the Real Estate Fund are
scheduled to be made shortly after the end of the calendar quarter following
the quarter in which we receive properly completed forms. The amount
distributed is based on the Real Estate Fund's unit value [on the date
distribution is made]. Withdrawals from the Real Estate Fund must be made in
amounts of at least $1,000 or, if less, your balance in the Real Estate Fund.
WE MAY ALSO DELAY WITHDRAWAL REQUESTS IF THE REAL ESTATE FUND DOES NOT HAVE
ENOUGH CASH TO MAKE ALL WITHDRAWALS AND TRANSFERS WHEN REQUESTED. If at the end
of a calendar
9
<PAGE>
quarter the Real Estate Fund does not have enough cash to pay all scheduled
withdrawals, the withdrawals will be divided into two priority categories:
o Priority 1 consists of all amounts requested because of death or
disability or after age 70 1/2.
o Priority 2 consists of all other requests.
The Real Estate Fund will satisfy all scheduled Priority 1 distribution
requests before it satisfies any Priority 2 request, even if the Priority 1
requests were received after the Priority 2 requests. If the Real Estate Fund
does not have enough cash to make all Priority 1 distributions, distributions
will be paid in the order that requests are received. After making all Priority
1 distributions, the Real Estate Fund will make Priority 2 distributions and
transfers. If the Real Estate Fund is unable to satisfy all scheduled Priority
2 distributions and transfer requests, the requests will be paid in the order
that requests are received.
To make Priority 1 distributions, the Real Estate Fund will use substantially
all its liquid assets, keeping only a reserve that we believe is adequate for
anticipated expenses. If possible, the Real Estate Fund will also liquidate as
much of its interest in Prime Property Fund as required. With regard to
Priority 2, we will make distributions and transfers to the extent that funds
are available from cash flow and from liquidation of Prime Property Fund units.
However, we will not make Priority 2 distributions and transfers if the Real
Estate Fund cannot liquidate enough of its interest in Prime Property Fund and
we believe that it would be desirable to maintain liquidity to meet anticipated
Priority 1 distributions.
We will schedule unpaid requests for the next quarterly distribution date. At
that time these requests will be satisfied to the extent possible, in
accordance with their respective priorities and order of receipt. Please note
that if you make a Priority 2 request that is not paid when scheduled, Priority
1 distributions requested in later quarters may be paid before your Priority 2
request.
REAL ESTATE FUND WITHDRAWALS FROM PRIME PROPERTY FUND. If the Real Estate Fund
does not have enough liquid assets to pay all requested withdrawals, it will
seek to withdraw some or all of its interest from Prime Property Fund. We may
postpone withdrawals from Prime Property Fund, however, for such time as we
reasonably consider necessary to obtain the amount to be withdrawn or to
protect the interests of other participants in Prime Property Fund. In making
this determination, we consider primarily (i) the availability of cash to
manage Prime Property Fund's property holdings, to meet emergencies and to meet
commitments for property acquisitions and loans, (ii) the time necessary to
dispose of properties and (iii) any adverse impact of proposed property sales
on other participants in Prime Property Fund.
If withdrawal from Prime Property Fund is restricted, any payment from Prime
Property Fund is applied pro rata to the withdrawal requests of all
participants in Prime Property Fund that are eligible for payment on the
withdrawal date, regardless of when those requests were made. Prime Property
Fund withdrawal requests not satisfied by a pro rata distribution are deferred
until the next withdrawal date (generally the last business day of
10
<PAGE>
the following quarter), at which time the amount available for distribution
will again be applied pro rata to all pending requests. For purposes of this
policy, the Real Estate Fund is considered a single participant in Prime
Property Fund, on a par with each other participant in Prime Property Fund.
From the first quarter of 1995 through the third quarter of 1995, Prime
Property Fund satisfied all participant withdrawal requests. As of the fourth
quarter of 1995, Prime Property Fund was unable to satisfy all participant
withdrawal requests. [Consequently, withdrawals from Prime Property Fund are
being delayed in accordance with the procedures discussed above.] However,
since June 1994 the Real Estate Fund has had sufficient liquidity, and we have
not restricted withdrawals. If the Real Estate Fund experiences periods of
insufficient liquidity withdrawals may be delayed as described above under
"Special Rules for Distributions and Transfers from the Real Estate Fund."
There have been other periods when there was insufficient available cash in
Prime Property Fund to meet all withdrawal requests. During these other periods
Real Estate Fund withdrawals were not delayed or restricted in any manner
because the Real Estate Fund was sufficiently liquid.
A withdrawal from Prime Property Fund by one or more of its larger investors
could significantly reduce its cash position and increase the likelihood that
the Real Estate Fund would not have cash sufficient to meet all withdrawal
requests. At December 31, 1998 there were 70 plans in Prime Property Fund, none
of which held more than 6.0% of Prime Property Fund.
TYPES OF BENEFITS
Under the Master Plan, and under most self-directed prototype plans, you may
select one or more of the following forms of distribution once you are eligible
to receive benefits. If your employer has adopted an individually designed plan
or a self-directed prototype profit sharing plan that does not offer annuity
benefits, not all of these distribution forms may be available to you. We
suggest you ask your employer what types of benefits are available under your
plan.
QUALIFIED JOINT AND SURVIVOR ANNUITY. An annuity providing equal monthly
payments for your life and, after your death, for your surviving spouse's life.
No payments will be made after you and your spouse die, even if you have
received only one payment prior to the last death. THE LAW REQUIRES THAT IF THE
VALUE OF YOUR VESTED BENEFITS EXCEEDS $5,000, YOU MUST RECEIVE A QUALIFIED
JOINT AND SURVIVOR ANNUITY UNLESS YOUR SPOUSE CONSENTS IN WRITING TO A CONTRARY
ELECTION. Please see "Spousal Consent Requirements" below.
LUMP SUM PAYMENT. A single payment of all or part of your vested benefits. If
you take a lump sum payment of only part of your balance, it must be at least
$1,000. If you have more than one GRA, amounts held in your most recent GRA
will first be used to make payment. If your vested benefit is $5,000 or less,
you will receive a lump sum payment of the entire amount.
PERIODIC INSTALLMENTS. Monthly, quarterly, semi-annual or annual payments over
a period of at least three years, where the initial payment on a monthly basis
is at least $300. You can choose either a time-certain payout, which provides
variable payments over a specified period of time, or a dollar-certain payout,
which provides level payments over a variable
11
<PAGE>
period of time. During the installment period, your remaining account balance
will be invested in whatever investment options you designate, other than the
Real Estate Fund; each payment will be drawn pro rata from all the investment
options you have selected. You may not leave or place any assets in the Real
Estate Fund. If you have more than one GRA, amounts held in your most recently
purchased three-year or five-year GRA will first be used to make installment
payments. If you die before receiving all the installments, we will make the
remaining payments to your beneficiary, subject to IRS minimum distribution
rules and beneficiary election.
LIFE ANNUITY. An annuity providing monthly payments for your life. No payments
will be made after your death, even if you have received only one payment prior
to your death.
LIFE ANNUITY--PERIOD CERTAIN. An annuity providing monthly payments for your
life or, if longer, a specified period of time. If you die before the end of
that specified period, payments will continue to your beneficiary until the end
of the period. Subject to legal limitations, you may specify a minimum payment
period of 5, 10, 15 or 20 years. The longer the specified period, the smaller
the monthly payments will be.
JOINT AND SURVIVOR ANNUITY. An annuity providing monthly payments for your life
and that of your beneficiary. You may specify the percentage of the original
annuity payment to be made to your beneficiary. Subject to legal limitations,
that percentage may be 100%, 75%, 50%, or any other percentage you specify.
JOINT AND SURVIVOR ANNUITY--PERIOD CERTAIN. An annuity providing monthly
payments for your life and that of your beneficiary or, if longer, a specified
period of time. If you and your beneficiary both die before the end of the
specified period, payments will continue to your contingent beneficiary until
the end of the period. Subject to legal limitations, you may specify a minimum
payment period of 5, 10, 15 or 20 years and the percentage of the annuity
payment to be made to your beneficiary (as noted above under Joint and Survivor
Annuity). The longer the specified period, the smaller your monthly payments
will be.
CASH REFUND ANNUITY. An annuity providing equal monthly payments for your life
with a guarantee that the sum of those payments will be at least equal to the
portion of your vested benefits used to purchase the annuity. If upon your
death the sum of the monthly payments to you is less than that amount, your
beneficiary will receive a lump sum payment of the remaining guaranteed amount.
FIXED AND VARIABLE ANNUITY CHOICES
Under a Qualified Joint and Survivor Annuity or a Cash Refund Annuity, the
amount of the monthly payments is fixed at retirement and remains level
throughout the distribution period. Under the Life Annuity, Life
Annuity--Period Certain, Joint and Survivor Annuity and Joint and Survivor
Annuity--Period Certain, you may select either fixed or variable payments. All
forms of variable annuity benefits under the Program will be provided by us.
The payments under variable annuity options reflect the investment performance
of the Growth Equity Fund. If you are interested in a variable annuity, when
you are ready to select your benefit please ask our Account Executives for our
variable annuity prospectus supplement.
12
<PAGE>
Fixed annuities will be issued by insurance companies selected by the ADA
Trustees from time to time. We do not currently offer fixed annuities under the
Program. Upon your request, the companies selected by the Trustees will provide
annuity benefit information. We have no further responsibility for the amount
used to purchase a fixed annuity once it has been sent to the insurance company
you select. The cost of a fixed annuity is determined by each issuing insurance
company. Your Account Executive has more details regarding the insurance
companies currently providing annuity benefits under the Program.
SPOUSAL CONSENT REQUIREMENTS
Under the Master Plan and the self-directed prototype plan, you may designate a
non-spouse beneficiary any time after the earlier of: (1) the first day of the
plan year in which you attain age 35, or (2) the date on which you separate
from service with your employer. If you designate a beneficiary other than your
spouse prior to your reaching age 35, your spouse must consent to the
designation and, upon your reaching age 35, must again give his or her consent
or the designation will lapse. In order for you to make a withdrawal, elect a
form of benefit other than a Qualified Joint and Survivor Annuity or designate
a non-spouse beneficiary, your spouse must consent to your election in writing
within the 90 day period before your annuity starting date. To consent, your
spouse must sign on the appropriate line on your election of benefits or
beneficiary designation form. Your spouse's signature must be witnessed by a
notary public or plan representative.
If you change your mind, you may revoke your election and elect a qualified
Joint Survivor Annuity or designate your spouse as beneficiary, simply by
filing the appropriate form. Your spouse's consent is not required for this
revocation.
It is also possible for your spouse to sign a blanket consent form. By signing
this form, your spouse consents not just to a specific beneficiary or, with
respect to the waiver of the Qualified Joint and Survivor Annuity, the form of
distribution, but gives you the right to name any beneficiary, or if
applicable, form of distribution you want. Once you file such a form, you may
change your election whenever you want, even without spousal consent. No
spousal consent to a withdrawal or benefit in a form other than a Qualified
Joint and Survivor Annuity is required under certain self-directed prototype
profit sharing plans that do not offer life annuity benefits.
PROVISIONS OF THE MASTER PLAN
PLAN ELIGIBILITY REQUIREMENTS. Under the Master Plan, the employer specifies
the eligibility requirements for its plan in the Participation Agreement. The
employer may exclude any employee who has not attained a specified age (not to
exceed 21) and completed a specified number of years (not to exceed two) in
each of which he completed 1,000 hours of service. No more than one year of
eligibility service may be required for a 401(k) arrangement.
The employer may also exclude salaried dentists (those with no ownership
interest in the practice), employees of related employers, leased employees and
certain other types of employees at the employer's election, provided such
exclusion does not cause the plan to discriminate in favor of "highly
compensated" employees (defined below). The Master
13
<PAGE>
Plan provides that a partner or shareholder may, upon commencement of
employment or upon first becoming eligible to participate in any qualified plan
of the employer, make a one-time irrevocable election not to participate in the
plan or to make a reduced contribution. This election applies to all plans of
the employer, now and in the future, and should be discussed with your tax
advisor.
CONTRIBUTIONS TO QUALIFIED PLANS. We outline below the current federal income
tax rules relating to contributions under qualified retirement plans. This
outline assumes that you are not a participant in any other qualified
retirement plan.
The employer deducts contributions to the plan in the year it makes them. As a
general rule, an employer must make contributions for any year by the due date
(including extensions) for filing its federal income tax return for that year.
However, Department of Labor ("DOL") rules generally require that the employer
contribute participants' salary deferrals under a 401(k) plan as soon as
practicable after the payroll period applicable to a deferral. In any event,
the employer must make these contributions no later than the 15th business day
of the month following the month in which the employer withholds or receives
participant contributions.
If the employer contributes more to the plan than it may deduct under the rules
we describe below, the employer (a) may be liable for a 10% penalty tax on that
nondeductible amount and (b) may risk disqualifying the plan.
CONTRIBUTIONS TO THE MASTER PLAN. The employer makes annual contributions to
its plan based on the plan's provisions.
An employer that adopts the Master Plan as a profit sharing plan makes
discretionary contributions as it determines annually. The aggregate employer
contribution to the plan, including all participants' salary deferrals under a
401(k) arrangement, may not exceed 15% of all participants' compensation for
the plan year. For plan purposes, compensation for self-employed persons does
not include deductible plan contributions on behalf of the self-employed
person.
A 401(k) arrangement is available as part of the profit sharing plan. Employees
may make pre-tax contributions to a plan under a 401(k) arrangement. The
maximum amount that highly compensated employees may contribute depends on (a)
the amount that non-highly compensated employees contribute and (b) the amount
the employer designates as a nonforfeitable 401(k) contribution. Different
rules apply to a SIMPLE 401(k) or safe harbor 401(k).
For 1999, a "highly compensated" employee, for this purpose, is (a) an owner of
more than 5% of the practice, or (b) anyone with earnings of more than $80,000
from the practice in 1998. For (b), the employer may elect to include only
employees in the highest paid 20%. In any event, the maximum amount each
employee may defer is limited to $10,000 for 1999, reduced by that employee's
salary reduction contributions to simplified employee pension plans established
before 1997 (SARSEPs), SIMPLE plans, employee contributions to tax deferred
Section 403(b) arrangements, and contributions deductible by the employee
14
<PAGE>
under a trust described under Section 501(c)(18) of the Internal Revenue Code.
The maximum amount a participant may defer in a SIMPLE 401(k) plan for 1999 is
$6,000.
Matching contributions to a 401(k) plan on behalf of a self-employed individual
are treated as elective deferrals, and are the same as matching contributions
for other employees.
Effective January 1, 1999 employers may adopt a safe harbor 401(k) arrangement.
Under this arrangement, an employer agrees to offer a matching contribution
equal to (a) 100% of salary deferral contributions up to 3% of compensation and
(b) 50% of salary deferral contributions that exceed 3% but are less than 5% of
compensation. These contributions must be non-forfeitable. If the employer
makes these contributions and gives proper notification, the plan is not
subject to non-discrimination testing on salary deferral and above
contributions.
If the employer adopts the Master Plan as a defined contribution pension plan,
its contribution is equal to the percentage of each participant's compensation
that the Participation Agreement specifies.
Under any type of plan, an employer must disregard compensation in excess of
$160,000 in 1999 in making contributions. An employer may integrate
contributions with Social Security. This means that contributions, for each
participant's compensation, that exceed the integration level may be greater
than contributions for compensation below the integration level. The Federal
tax law imposes limits on this excess. Your Account Executive can help you
determine the legally permissible contribution.
Contributions for non-key employees must be at least 3% of compensation (or,
under the profit sharing plan, the percentage the employer contributes for key
employees, if less than 3%). In 1999, "key employee" means (a) an owner of one
of the ten largest (but more than 1/2%) interests in the practice with earnings
of more than $30,000, or (b) an officer of the practice with earnings of more
than $65,000 or (c) an owner of more than 5% of the practice, or (d) an owner
of more than 1% of the practice with earnings of more than $150,000. For
purposes of (b), no more than 50 employees (or, if less, the greater of three
or 10% of the employees) shall be treated as officers.
Certain plans may also permit participants to make post-tax contributions. We
will maintain a separate account to reflect each participant's post-tax
contributions and the earnings (or losses) on those contributions. Post-tax
contributions are subject to complex rules under which the maximum amount that
a highly compensated employee may contribute depends on the amount that
non-highly employees contribute. BEFORE PERMITTING ANY HIGHLY-COMPENSATED
EMPLOYEE TO MAKE POST-TAX CONTRIBUTIONS, THE EMPLOYER SHOULD VERIFY THAT IT HAS
PASSED ALL NON-DISCRIMINATION TESTS. If an employer employs only "highly
compensated" employees (as defined above), the plan will not accept post-tax
contributions. In addition, the employer may make matching contributions to
certain plans, i.e., contributions that based on the amount of post-tax or
pre-tax 401(k) contributions that plan participants make. Special
non-discrimination rules apply to matching contributions. These rules may limit
the amount of matching contributions that an employer may make for highly
compensated employees. These non-discrimination rules for matching
contributions do not apply to SIMPLE and safe harbor 401(k) plans.
15
<PAGE>
Contributions (including forfeiture amounts) for each participant may not
exceed the lesser of (a) $30,000 and (b) 25% of the participant's earnings
(excluding, in the case of self-employed persons, all deductible plan
contributions). The participant's post-tax contributions count toward this
limitation.
Each participant's account balance equals the sum of the amounts accumulated in
each investment option. We will maintain separate records of each participant's
interest in each of the Investment Options attributable to employer
contributions, 401(k) non-elective contributions, 401(k) elective
contributions, post-tax employee contributions and employer matching
contributions. We will also account separately for any amounts rolled over from
a previous employer's plan. Our records will also reflect each participant's
percentage of vesting (see below) in his account balance attributable to
employer contributions and employer matching contributions.
The participant will receive an individual confirmation of each transaction
(including the deduction of record maintenance and report fees). The
participant will also receive an annual statement showing the participant's
account balance in each investment option attributable to each type of
contribution. Based on information that you supply, we will run the required
special non-discrimination tests (Actual Deferral Percentage and Actual
Contribution Percentage) applicable to (a) 401(k) plans (other than SIMPLE
401(k) and (b) safe harbor 401(k)) and plans that accept post-tax employee
contributions or employer matching contributions.
Non-discrimination tests do not apply to SIMPLE 401(k) plans, if the employer
makes (a) a matching contribution equal to 100% of the amount each participant
deferred, up to 3% of compensation, or (b) a 2% non-elective contribution to
all eligible employees. The employer must also follow the notification and
filing requirements outlined in the SIMPLE 401(k) model amendment to the Master
Plan, to avoid non-discrimination tests.
Under a SIMPLE 401(k) the employer must offer all eligible employees the
opportunity to defer part of their salary into the plan and make either a
matching or non-elective contribution. The matching contribution must be 100%
of the salary deferral amount up to 3% of compensation. The non-elective
contribution is 2% of compensation, the employer must make it for all eligible
employees, even those not deferring. The matching or non-elective contribution
must be non-forfeitable. The employer must notify employees which contribution
the employer will make 60 days before the beginning of the year.
Elective deferrals to a 401(k) plan are subject to applicable FICA (social
security) and FUTA (unemployment) taxes.
ALLOCATION OF CONTRIBUTIONS. You, as employer or participant, may allocate
contributions among any number of the investment options. You may change
allocation instructions at any time, and as often as needed, by calling the AIM
System. New instructions become effective on the business day we receive them.
Employer contributions may be allocated in different percentages than employee
contributions. The allocation percentages elected for employer contributions
automatically apply to any 401(k) qualified non-elective contributions,
qualified matching contributions and matching contributions. Your
16
<PAGE>
allocation percentages for employee contributions automatically apply to any
post-tax employee contributions and 401(k) salary deferral contributions. IF WE
HAVE NOT RECEIVED VALID INSTRUCTIONS, WE WILL ALLOCATE CONTRIBUTIONS TO THE
MONEY MARKET GUARANTEE ACCOUNT. You may, of course, transfer to another
investment option at any time.
THE MASTER PLAN AND SECTION 404(C) OF ERISA. The Master Plan is a participant
directed individual account plan designed to comply with the requirements of
Section 404(c) of ERISA. Section 404(c) of ERISA, and the related Department of
Labor (DOL) regulation, provide that if a participant or beneficiary exercises
control over the assets in his or her plan account, plan fiduciaries will not
be liable for any loss that is the direct and necessary result of the
participant's or beneficiary's exercise of control. This means that if the
employer plan complies with Section 404(c), participants can make and are
responsible for the results of their own investment decisions.
Section 404(c) plans must, among other things, (a) make a broad range of
investment choices available to participants and beneficiaries and (b) provide
them with adequate information to make informed investment decisions. The
Investment Options and documentation available under the ADA Program provide
the broad range of investment choices and information needed in order to meet
the requirements of Section 404(c). However, while our suggested summary plan
descriptions, annual reports, prospectuses, and confirmation notices provide
the required investment information, the employer is responsible for
distributing this information in a timely manner to participants and
beneficiaries. You should read this information carefully before making your
investment decisions.
VESTING. Vesting refers to the participant's rights with respect to that
portion of a participant's Account Balance attributable to employer
contributions under the Master Plan. If a participant is "vested," the amount
or benefit in which the participant is vested belongs to the participant, and
may not be forfeited. The participant's Account Balance attributable to (a)
401(k) contributions (including salary deferral, qualified non-elective and
qualified matching contributions), (b) post-tax employee contributions and (c)
rollover contributions always belongs to the participant, and is nonforfeitable
at all times.
A participant becomes fully vested in all benefits if still employed at death,
disability, attainment of normal retirement age or upon termination of the
plan. If the participant terminates employment before that time, any benefits
that have not yet vested under the plan's vesting schedule are forfeited. The
normal retirement age is 65 under the Master Plan.
Benefits must vest in accordance with any of the schedules below or one at
least as favorable to participants:
YEARS OF SCHEDULE A SCHEDULE B SCHEDULE C
SERVICE
VESTED VESTED VESTED
PERCENTAGE PERCENTAGE PERCENTAGE
1 0% 0% 0%
2 100 20 0
3 100 40 100
4 100 60 100
5 100 80 100
6 100 100 100
17
<PAGE>
If the plan requires more than one year of service for participation in the
plan, the plan must use Schedule A or one at least as favorable to
participants.
All contributions to a SIMPLE 401(k) plan are 100% vested and not subject to
the vesting schedule above. This rule, however, does not apply to employer and
matching contributions made to a plan before the plan is amended to become a
SIMPLE 401(k) plan. Non-elective and matching contributions required under a
safe harbor 401(k) arrangement are 100% vested and not subject to the vesting
schedule above.
PRIME PROPERTY FUND INVESTMENTS
Since typically 85% to 100% of the Real Estate Fund's assets are invested in
Prime Property Fund, we provide the following information about the investments
of Prime Property Fund. See "The Real Estate Fund-Investment Strategies" in the
prospectus for a description Prime Property Fund's real estate investment
strategies and borrowing policies.
At December 31, 1998, Prime Property Fund held 121 investments in wholly-owned
properties and equities in partnerships with an aggregate appraised value of
$2.4 billion.
Prime Property Fund seeks to diversify its property portfolio by usage and
location. Prime Property Fund's major holdings (in wholly-owned properties and
equities in partnerships) as of December 31, 1998 included:
o 17 retail properties, primarily super-regional shopping centers, with
an aggregate market value of $1.2 billion.
o 31 office properties, with an aggregate market value of $1.5 billion.
o 63 industrial properties (primarily warehouses) and research and
development facilities, with an aggregate market value of $449.8
million.
o 4 hotels, with an aggregate market value of $105.0 million.
o 6 other properties, which include any other income-producing
properties not specifically mentioned above, with an aggregate market
value of $86.2 million.
In addition to wholly-owned properties and equities in partnerships, Prime
Property Fund has 6 investments in mortgage loans receivable with an aggregate
market value of [$___] million, or 9% of Prime Property Fund's investments.
Mortgages and common stock may be accepted as partial consideration for
properties sold.
BORROWINGS. Borrowings on ten wholly-owned properties and one tenancy-in-common
property held in Prime Property Fund as of December 31, 1998 are summarized
below.
18
<PAGE>
Summary of Borrowings*--December 31, 1998
Number of mortgages payable 6
Number of encumbered properties 11
Outstanding borrowings (millions) $346.8
Borrowings as a percent of total value 13.4%
*Prime Property Fund also held interests in real estate partnerships having
total assets of $1.6 billion and total liabilities of $1.0 billion.
HOLDINGS OF PRIME PROPERTY FUND
Below we provide charts that describe the investments in wholly-owned
properties, partnership equities and mortgage-loan receivables and REIT stock
of Prime Property Fund as of December 31, 1998 and for the other periods
indicated.
DISTRIBUTION OF INVESTMENT VALUE BY TYPE AND LOCATION* (BY
PERCENTAGE)--DECEMBER 31, 1998
<TABLE>
<CAPTION>
SOUTH EAST MID-WEST WEST TOTAL
<S> <C> <C> <C> <C> <C>
Industrial/R&D 4.5% 3.3% 1.3% 4.9% 14.0%
Office 1.7 20.9 1.3 13.2 37.1
Retail 5.7 13.4 12.7 9.0 40.8
Hotel 2.6 2.5 -- -- 5.1
Other 0.1 1.1 -- -- 3.0
Total 14.6% 41.2% 15.3% 27.1% 100.0%
DISTRIBUTION OF INVESTMENTS BY TYPE AND LOCATION* (BY NUMBER OF
INVESTMENTS)--DECEMBER 31, 1998
SOUTH EAST MID-WEST WEST TOTAL
Industrial/R&D 27 18 9 20 74
Office 2 25 7 8 42
Retail 6 7 7 3 23
Hotel 3 3 -- -- 6
Other 1 5 1 -- 8
Total 39 58 24 31 153
19
<PAGE>
DISTRIBUTION OF INVESTMENT VALUE BY LOCATION* (BY PERCENTAGE)
1998 1997 1996 1995 1994 1993
South 14.6% 17.7% 18.5% 19.7% 20.0%
East 41.2 35.4 35.0 31.0 30.9
Mid-West 15.3 22.9 24.0 27.3 27.6
West 27.1 24.0 22.5 22.0 21.5
</TABLE>
*Each region comprises the states indicated:
South: Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, Oklahoma,
Tennessee, Texas
East: Connecticut, Delaware, District of Columbia, Kentucky, Maine, Maryland,
Massachusetts, New Hampshire, New Jersey, New York, North Carolina,
Pennsylvania, Rhode Island, South Carolina, Vermont, Virginia, West Virginia
Mid-West: Illinois, Indiana, Iowa, Kansas, Michigan, Minnesota, Missouri,
Nebraska, North Dakota, Ohio, South Dakota, Wisconsin
West: Alaska, Arizona, California, Colorado, Hawaii, Idaho, Montana, Nevada,
New Mexico, Oregon, Utah, Washington, Wyoming
DISTRIBUTION OF INVESTMENT VALUE BY PROPERTY TYPE (BY PERCENTAGE)
1998 1997 1996 1995 1994 1993
Industrial/R&D 14.0% 11.6% 11.0% 10.6% 10.8%
Office 37.1 30.6 30.1 24.9 25.2
Retail 40.8 53.0 54.4 60.8 60.0
Hotel 5.1 3.7 3.5 3.2 2.9
Other 3.0 1.1 1.0 0.5 1.1
DISTRIBUTION OF INVESTMENT VALUE BY TYPE OF OWNERSHIP (BY PERCENTAGE)--DECEMBER
31, 1998
WHOLLY-OWNED EQUITY IN MORTGAGE TOTAL
REAL ESTATE* PARTNERSHIPS LOANS RECEIVABLE
Industrial/R&D 13.6% 0.4% -- 14.0%
Office 30.1 3.6 3.4% 37.1
Retail 33.2 2.0 5.6 40.8
Hotel 3.0 2.1 -- 5.1
Other 0.1 1.1 -- 3.0
Total 80.0% 9.2% 9.0% 100.0%
* Title to wholly-owned properties allocated to Prime Property Fund is
generally held in Equitable's name.
20
<PAGE>
DISTRIBUTION OF INVESTMENTS BY VALUE RANGE*--DECEMBER 31, 1998
INVESTMENT PERCENTAGE OF NUMBER OF PERCENTAGE OF
VALUE INVESTMENT VALUE INVESTMENTS TOTAL NUMBER
(MILLIONS) OF INVESTMENTS
Under $2.5 1.2% 29 18.9%
$2.5-$5 3.5 30 19.6
$5-$10 6.2 28 18.3
$10-$20 10.1 24 15.7
$20-$50 21.5 21 13.7
$50-$100 32.1 16 10.5
Over $100 25.4 5 3.3
Total 100.0% 153 100.0%
o Includes all investments stated at the Fund's ownership share.
INVESTMENT RESTRICTIONS APPLICABLE TO THE GROWTH EQUITY FUND
The Growth Equity Fund will not:
o trade in foreign exchange (except transactions incidental to the
settlement of purchases or sales of securities);
o make an investment in order to exercise control or management over a
company;
o underwrite the securities of other companies, including purchasing
securities that are restricted under the 1933 Act or rules or
regulations thereunder (restricted securities cannot be sold publicly
until they are registered under the 1933 Act), except as stated
below;
o make short sales, except when the Fund has, by reason of ownership of
other securities, the right to obtain securities of equivalent kind
and amount that will be held so long as they are in a short position;
o trade in commodities or commodity contracts; purchase or write puts
and calls (options);
o purchase real estate or mortgages, except as stated below. The Fund
may buy shares of real estate investment trusts listed on stock
exchanges or reported on the National Association of Securities
Dealers, Inc. automated quotation system ("NASDAQ");
o have more than 5% of its assets invested in the securities of any one
registered investment company. The Fund may not own more than 3% of
an investment
21
<PAGE>
company's outstanding voting securities. Finally, total holdings of
investment company securities may not exceed 10% of the value of the
Fund's assets;
o purchase any security on margin or borrow money except for short-term
credits necessary for clearance of securities transactions;
o make loans, except loans through the purchase of debt obligations or
through entry into repurchase agreements; or
o invest more than 10% of its total assets in restricted securities,
real estate investments, or portfolio securities not readily
marketable.
o make an investment in an industry if that investment would make the
Fund's holding in that industry exceed 25% of its assets. The United
States government, and its agencies and instrumentalities, are not
considered members of any industry.
HOW WE DETERMINE UNIT VALUES FOR THE FUNDS
THE EQUITY FUNDS. We determine the unit value for each Equity Fund at the end
of each business day. The unit value for each Fund is calculated by first
determining a gross unit value, which reflects only investment performance, and
then adjusting it for Fund expenses to obtain the Fund unit value. We determine
the gross unit value by multiplying the gross unit value for the preceding
business day by the net investment factor for that subsequent business day (for
the Growth Equity Fund we also subtract any audit and custodial fees). We
calculate the net investment factor as follows:
o First, we take the value of the Fund's assets at the close of
business on the preceding business day.
o Next, we add the investment income and capital gains, realized and
unrealized, that are credited to the assets of the Fund during the
business day for which we are calculating the net investment factor.
o Then we subtract the capital losses, realized and unrealized, charged
to the Fund during that business day.
o Finally, we divide this amount by the value of the Fund's assets at
the close of the preceding business day.
The Fund unit value is calculated on every business day by multiplying the Fund
unit value for the last business day of the previous month by the net change
factor for that business day. The net change factor for each business day is
equal to (a) minus (b) where:
(a) is the gross unit value for that business day divided by the gross unit
value for the last business day of the previous month; and
22
<PAGE>
(b) is the charge to the Fund for that month for the daily accrual of fees and
other expenses times the number of days since the end of the preceding month.
THE REAL ESTATE FUND. We determine the unit value for the Real Estate Fund once
each month, generally as of the close of business on the first business day
after the day the unit value for Prime Property Fund is known. We first
determine the gross unit value, which is equal to (a) plus (b) plus (c) divided
by (d), where
(a) is the aggregate value of all units of Prime Property Fund held by the
Real Estate Fund determined as of the last business day of the preceding month;
(b) is the aggregate value of all units of Separate Account No. 2A and cash or
cash equivalents held by the Real Estate Fund, determined as of the close of
business on the day the Real Estate Fund unit value is known;
(c) is the net value of all other assets and liabilities of the Real Estate
Fund, determined as of the close of business on the day the Real Estate Fund
unit value is known; and
(d) is the total number of Real Estate Fund Units outstanding.
To obtain the Real Estate Fund unit value, we then adjust this gross unit value
for Fund fees and other expenses at rates equal to 1/12 of the annual rates.
For information on how we value the assets of Prime Property Fund held by the
Real Estate Fund, see the next section of the SAI. We discuss valuation of the
units of Separate Account No. 2A and cash equivalents held by the Real Estate
Fund in the next section under The Growth Equity Fund - Short-Term Debt
Securities.
HOW WE VALUE THE ASSETS OF THE INVESTMENT FUNDS
THE GROWTH EQUITY FUND. The assets of the Growth Equity Fund are valued as
follows:
o STOCKS listed on national securities exchanges or traded on the
NASDAQ national market system are valued at the last sale price. If
on a particular day there is no sale, the stocks are valued at the
latest available bid price reported on a composite tape. Other
unlisted securities reported on the NASDAQ system are valued at
inside (highest) quoted bid prices.
o FOREIGN SECURITIES not traded directly, or in ADR form, in the United
States, are valued at the last sale price in the local currency on an
exchange in the country of origin. Foreign currency is converted into
dollars at current exchange rates.
o UNITED STATES TREASURY SECURITIES and other obligations issued or
guaranteed by the United States Government, its agencies or
instrumentalities are valued at representative quoted prices.
23
<PAGE>
o LONG-TERM PUBLICLY TRADED CORPORATE BONDS (i.e., maturing in more
than one year) are valued at prices obtained from a bond pricing
service of a major dealer in bonds when such prices are available;
however, in circumstances where it is deemed appropriate to do so, an
over-the-counter or exchange quotation may be used.
o CONVERTIBLE PREFERRED STOCKS listed on national securities exchanges
are valued at their last sale price or, if there is no sale, at the
latest available bid price.
o CONVERTIBLE BONDS and UNLISTED CONVERTIBLE PREFERRED STOCKS are
valued at bid prices obtained from one or more major dealers in such
securities; where there is a discrepancy between dealers, values may
be adjusted based on recent premium spreads to the underlying common
stock.
o SHORT-TERM DEBT SECURITIES that mature in more than 60 days are
valued at representative quoted prices. Short-term debt securities
that mature in 60 days or less are valued at amortized cost, which
approximates market value. The Growth Equity Fund, as well as the
Real Estate Fund, may also acquire short-term debt securities through
units in our Separate Account No. 2A. These unit values are
calculated in the same way as Fund Units. The assets of Separate
Account No. 2A are valued as described above.
Our investment officers determine in good faith the fair value of securities
and other assets that do not have a readily available market price in
accordance with accepted accounting practices and applicable laws and
regulations.
OTHER EQUITY FUNDS. The Aggressive Equity Fund, ADA Foreign Fund, Equity Index
Fund and the Lifecycle Funds--Conservative and Moderate, invest all of their
assets in the MFS Emerging Growth Fund, Templeton Foreign Fund, SSgA S&P 500
Index Fund and Lifecycle Fund Group Trusts--Conservative and Moderate,
respectively. The Group Trusts, in turn, invests all of their assets in the
Underlying State Street Funds.
The asset value of the MFS Emerging Growth Fund, the Templeton Foreign Fund,
and the SSgA S&P 500 Index Fund is computed on a daily basis by each of these
funds. See the prospectus each of these Underlying Mutual Funds for information
on valuation methodology. See the our separate prospectus for the Lifecycle
Funds for information on valuation methodology with respect to the investments
of those Funds.
ASSETS HELD IN PRIME PROPERTY FUND. During the first three quarters of 1998,
appraisal of the real properties held by Prime Property Fund were prepared by
our valuation staff or by third-party appraisers. In the fourth quarter of
1998, all appraisals were prepared by independent external appraisers. The
external appraisals are reviewed by the external appraisal management firm and
the Lend Lease chief appraiser. All appraisal reports and appraisal reviews
comply with the currently published Uniform Standards of Professional Appraisal
Practice, as promulgated by the Appraisal Foundation. Appraised values do not
necessarily represent the prices at which the real estate investments would
sell since sales prices are determined by negotiation between willing buyers
and sellers.
24
<PAGE>
Our appraisers value each Prime Property Fund property prior to acquisition and
at the end of each calendar quarter thereafter. The initial appraisal is a
fully documented appraisal. This appraisal takes into account all relevant
information, including the property's physical attributes, location,
marketability, zoning, expandability, and adaptability to use. The initial
appraisal also involves consideration of values based on the three major
methods of estimating property value:
o the income method, based on the value of the property's projected
income stream;
o the cost method, based on the replacement cost of improvements, less
depreciation, plus land value; and
o the market method, based on the sales prices of similar properties.
Subsequent quarterly appraisals include less documentation but take into
account all relevant information and consist of a physical inspection, a
valuation based on the most relevant of the three above methods, usually the
income method, performance record and an assessment of any relevant market
changes. We also use interim monthly valuations to take into account physical
or economic changes with respect to a property that we believe would have a
material effect on that property's market value.
We value partnership equities using Prime Property Fund's equity in the net
assets of the partnerships, in accordance with the valuation procedures
described above.
During the past five years, on average, net proceeds from sales of properties
in which Equitable retained no equity interest equaled approximately [99.3%] of
their most recent quarterly valuation.
We value mortgage and construction loans receivable by comparing the loan rate
of interest to market rates for loans of comparable quality and duration,
giving consideration to the value of the underlying security.
See Note B2 to the Financial Statements of Separate Account No. 8 (Prime
Property Fund) in this SAI for more information about the valuation of
investments in Prime Property Fund.
GROWTH EQUITY FUND TRANSACTIONS
The Growth Equity Fund is charged for securities brokers' commissions, transfer
taxes and other fees relating to securities transactions. Transactions in
equity securities for a Fund are executed primarily through brokers that
receive a commission paid by the Fund. The brokers are selected by Alliance
Capital Management L.P. ("Alliance") and Equitable. For 1998, 1997 and 1996,
the Growth Equity Fund paid [$ ], $3,698,148, and $5,682,578, respectively, in
brokerage commissions.
25
<PAGE>
We and Alliance seek to obtain the best price and execution of all orders
placed for the portfolios of the funds, considering all the circumstances. If
transactions are executed in the over-the-counter market, we and Alliance deal
with the principal market makers, unless more favorable prices or better
execution is otherwise obtainable. On occasion, we and Alliance may execute
portfolio transactions for the Funds as part of concurrent authorizations to
purchase or sell the same security for certain other accounts or clients that
we or Alliance advise. These concurrent authorizations potentially can be
either advantageous or disadvantageous to the Funds. When the concurrent
authorizations occur, our objective is to allocate the executions among the
Funds and the other accounts in a fair manner.
We also consider the amount and quality of securities research services
provided by a broker. Typical research services include general economic
information and analyses and specific information on and analyses of companies,
industries and markets. The factors we use to evaluate research services
include the diversity of sources used by the broker, and the broker's
experience, analytical ability, and professional stature. Our receipt of
research services from brokers tends to reduce our expenses in managing the
Funds. We take this expense reduction into account when setting the expense
charges.
Brokers who provide research services may charge somewhat higher commissions
than those who do not. However, we only select brokers whose commissions we
believe are reasonable in all the circumstances. Of the brokerage commissions
paid by the Growth Equity Fund during 1998, [$1,279,938 was paid to brokers
providing research services on transactions of $2,255,341,604.]
We periodically evaluate the services provided by brokers and prepare internal
proposals for allocating among those various brokers business for all the
accounts that we manage or advise. That evaluation involves consideration of
the overall capacity of the broker to execute transactions, its financial
condition, its past performance and the value of research services provided by
the broker in servicing the various accounts advised or managed by us. We have
no binding agreements with any firm as to the amount of brokerage business
which the firm may expect to receive for research services or otherwise. There
may, however, be understandings with certain firms that we will continue to
receive services from such firms only if such firms are allocated a certain
amount of brokerage business. We may try to allocate such amounts of business
to such firms to the extent possible in accordance with the policies described
above.
We may use the research information we obtain in servicing all accounts under
our management, including our general account. Similarly, not all research
provided by a broker or dealer with which the Fund transacts business
necessarily will be used in connection with the Fund.
When making securities transactions for the Fund that do not involve paying a
brokerage commission (such as the purchase of short-term debt securities), we
seek to obtain prompt execution in an effective manner at the best price.
Subject to this general objective, we may give orders to dealers or
underwriters who provide investment research, but the Fund will not pay a
higher price. The fact that we may benefit from such research is not considered
in setting the expense charges.
26
<PAGE>
In addition to using brokers and dealers to execute portfolio securities
transactions for accounts we manage, we may enter into other types of business
transactions with brokers or dealers. These other transactions will be
unrelated to allocation of the Funds' portfolio transactions.
PRIME PROPERTY FUND TRANSACTIONS
Prime Property Fund is charged separately for fees paid to independent property
managers, outside legal expenses, operating expenses, real estate taxes and
insurance premiums. In addition, Prime Property Fund pays property management
and leasing fees to Lend Lease associated with certain properties held in Prime
Property Fund. The amount paid to Lend Lease and its affiliates for those
services in 1998 (Lend Lease has subcontracted the management and leasing
function to LaSalle Partners Management Services, Inc.) was
$-----.
INVESTMENT MANAGEMENT FEE
The table below shows the amount we received in investment management fees
under the Program during each of the last three years. See "Charges and
Expenses" in the prospectus.
1998 1997 1996
---- ---- ----
Growth Equity Fund $981,577 $852,622
Real Estate Fund 42,978 42,470
UNDERWRITER
EQ Financial Consultants, Inc. ("EQ Financial"), a wholly-owned subsidiary of
Equitable, may be deemed to be the principal underwriter of separate account
units under the group annuity contract. EQ Financial is registered with the SEC
as a broker-dealer under the Securities Exchange Act of 1934 and is a member of
the National Association of Securities Dealers, Inc. EQ Financial's principal
business address is 1290 Avenue of the Americas, New York, NY 10104. The
offering of the units under the contract is continuous. We have paid no
underwriting commissions during any of the last three fiscal years with respect
to units of interest under the contract. See "Charges and Expenses" in the
prospectus.
OUR MANAGEMENT
We are managed by a Board of Directors which is elected by our shareholder. Our
directors and certain of our executive officers and their principal occupations
are as follows:
Directors Principal Occupation
Name --------------------
----
Francoise Colloc'h Senior Executive Vice President, Human Resources and
Communications, AXA-UAP
27
<PAGE>
Henri de Castries Senior Executive Vice President, Financial Services
and Life Insurance Activities, AXA-UAP
Joseph L. Dionne Chairman and Chief Executive Officer, The
McGraw-Hill Companies
Denis Duverne Senior Vice President, International, AXA-UAP
William T. Esrey Chairman and Chief Executive Officer, Sprint
Corporation
Jean-Rene Fourtou Chairman and Chief Executive Officer, Rhone Poulenc,
S.A.
Norman C. Francis President, Xavier University of Louisiana
Donald J. Greene Counselor-at-Law, Partner, Le Boeuf, Lamb, Greene &
MacRae
John T. Hartley Director and retired Chairman and Chief Executive
Officer, Harris Corporation
John H. F. Haskell, Jr. Director and Managing Director, SBC Warburg Dillon
Read, Inc.
Mary R. (Nina) Henderson President, Best Foods Grocery; Vice President, Best
Foods
W. Edwin Jarmain President, Jarmain Group Inc.
G. Donald Johnston, Jr. Retired Chairman and Chief Executive Officer, JWT
Group, Inc.
George T. Lowy Counselor-at-Law, Partner, Cravath, Swaine & Moore
Didier Pineau-Valencienne Chairman and Chief Executive Officer, Schneider S.A.
George J. Sella, Jr. Retired Chairman and Chief Executive Officer,
American Cyanamid Company
Dave H. Williams Chairman and Chief Executive Officer, Alliance
Capital Management Corporation
Unless otherwise indicated, the following persons have been involved in the
management of Equitable in various executive positions during the last five
years.
OFFICER-DIRECTORS PRINCIPAL OCCUPATION
NAME
Edward D. Miller Chairman of the Board and Chief Executive Officer;
formerly, Senior Vice Chairman, Chase Manhattan
Corp., and prior thereto, President and Vice
Chairman, Chemical Bank.
Stanley B. Tulin Vice Chairman of the Board and Chief Financial
Officer; formerly, Chairman, Insurance Consulting
and Actuarial Practice, Coopers & Lybrand.
Michael Hegarty President and Chief Operating Officer; formerly,
Vice Chairman, Chase Manhattan Corporation.
OTHER OFFICERS* PRINCIPAL OCCUPATION
NAME
Leon B. Billis Executive Vice President and Chief Information
Officer
Jose Suquet Senior Executive Vice President and Chief
Distribution Officer
Robert E. Garber Executive Vice President and General Counsel
Jerome S. Golden Executive Vice President; formerly with JG Resources
and BT Variable
Peter D. Noris Executive Vice President and Chief Investment
Officer; formerly, Vice President/Manager, Insurance
Companies Investment Strategies Group, Salomon
Brothers, Inc.
Harvey Blitz Senior Vice President and Deputy Chief Financial
Officer
Kevin R. Byrne Senior Vice President and Treasurer
Alvin H. Fenichel Senior Vice President and Controller
28
<PAGE>
Paul J. Flora Senior Vice President and Auditor
Mark A. Hug Senior Vice President; formerly, Vice President,
Aetna
Michael S. Martin Senior Vice President and Chief Marketing Officer
Douglas Menkes Senior Vice President and Corporate Actuary;
formerly, Milliman & Robertson, Inc.
Anthony C. Pasquale Senior Vice President
Donald R. Kaplan Vice President and Chief Compliance Officer
Pauline Sherman Vice President, Secretary and Associate General
Counsel
*Current positions listed are with Equitable unless otherwise specified.
FINANCIAL STATEMENTS
[To be supplied.]
29
<PAGE>
PART C
OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements included in Part B.
The financial statements of the Separate Accounts and of Equitable Life
Assurance Society of the United States are to be filed by amendment.
C-1
<PAGE>
(b) Exhibits.
The following Exhibits are filed herewith:
1. (a) Resolutions of the Board of Directors of The Equitable Life Assurance
Society of the United States ("Equitable") authorizing the
establishment of Equitable's Separate Account Nos. 4, 30 and
191, incorporated by reference to Post-Effective Amendment No. 1 on
Form N-3 to Registration Statement 33-46995, filed July 22, 1992.
1. (b) Resolution of the Board of Directors of the Equitable authorizing
the establishment of Equitable's Separate Account 200, dated
September 5, 1995.
2. Not Applicable.
3. Not Applicable.
C-2
<PAGE>
4. (a) Exhibit 6(a)(2) (Group Annuity Contract AC 2100,
as amended and restated effective February 1,
1991 on contract Form No. APC 1,000- 91, among
the Trustees of the American Dental Association
Members Retirement Trust, the American Dental
Association Members Pooled Trust for Retirement
Plans and The Equitable Life Assurance Society
of the United States), incorporated by reference
to Post-Effective Amendment No. 1 on Form N-3 to
Registration Statement 33-40162, filed December
20, 1991.
(b) Rider No. 1 to Group Annuity Contract AC 2100
among the Trustees of the American Dental
Association Members Retirement Trust, the
American Dental Association Members Pooled Trust
for Retirement Plans and The Equitable Life
Assurance Society of the United States,
incorporated by reference to Registration No.
33-46995 on Form N-3 of Registrant, filed April
8, 1992.
(c) Form of Rider No. 2 to Group Annuity Contract AC
2100 among the Trustees of the American Dental
Association Members Retirement Trust, the
American Dental Association Members Pooled Trust
for Retirement Plans and The Equitable Life
Assurance Society of the United States,
incorporated by reference to Registration No.
33-46995 on Form N-3 of Registrant, filed April
8, 1992.
(d) Rider No. 3 to Group Annuity Contract AC 2100
among the Trustees of the American Dental
Association Members Retirement Trust, the
American Dental Association Members Pooled Trust
for Retirement Plans and The Equitable Life
Assurance Society of the United States,
incorporated by reference to Registration No.
33-75616 on Form N-4 of Registrant, filed April
29, 1994.
(e) Form of Rider No. 4 to Group Annuity Contract AC
2100 among the Trustees of the American Dental
Association Members Retirement Trust, the
American Dental Association Members Pooled Trust
for Retirement
C-3
<PAGE>
Plans and The Equitable Life Assurance Society
of the United States, incorporated by reference
to Registration No. 33-75616 on Form N-4 of
Registrant, filed April 29, 1994.
(f) Form of Rider No. 5 to Group Annuity Contract AC
2100 among the Trustees of the American Dental
Association Members Retirement Trust, the
American Dental Association Members Pooled Trust
for Retirement Plans and The Equitable Life
Assurance Society of the United States,
incorporated by reference to Registration No.
33-75616 on Form N-4 of Registrant, on February
27, 1995.
(g) Form of Rider No. 6 to Group Annuity Contract AC
2100 among the Trustees of the American Dental
Association Members Retirement Trust, the
American Dental Association Members Pooled Trust
for Retirement Plans and The Equitable Life
Assurance Society of the United States,
previously filed with this Registration
Statement No. 33-63113 on September 29, 1995.
(h) Form of Rider No. 7 to Group Annuity Contract AC
2100 among the Trustees of the American Dental
Association Members Retirement Trust, the
American Dental Association Members Pooled Trust
for Retirement Plans and The Equitable Life
Assurance Society of the United States,
incorporated by reference to Pre-Effective
Amendment No. 1 to Registration Statement No.
33-63113 on Form N-4 of Registrant, filed on
November 21, 1995.
(i) Form of Rider No. 8 to Group Annuity Contract AC
2100 among the Trustees of the American Dental
Association Members Retirement Trust, the
American Dental Association Members Pooled Trust
for Retirement Plans and The Equitable Life
Assurance Society of the United States,
incorporated by reference to Pre-Effective
Amendment No. 1 to Registration Statement No.
333-01301 on Form N-4 of Registrant filed April
30, 1996.
(j) Form of Rider No. 9 to Group Annuity Contract
AC 2100 among the Trustees of the American
Dental Association Members Retirement Trust,
the American Dental Association Members Pooled
Trust for Retirement Plans and The Equitable
Life Assurance Society of the United States,
incorporated by reference to Registration
Statement No. 333-25807 on form N-4, filed on
April 24, 1997.
5. (a) Exhibit 7(a) (Form of Participation Agreement
for the standardized Profit-Sharing Plan under
the ADA Program), incorporated by reference to
Post-Effective Amendment No. 1 on Form N-3 to
Registration Statement on Form S-1 of
Registrant, filed April l6, 1986.
(b) Exhibit 7(b) (Form of Participation Agreement
for the nonstandardized Profit-Sharing Plan
under the ADA Program), incorporated by
reference to Post-Effective Amendment No. 1 on
Form N-3 to Registration Statement on Form S-1
of Registrant, filed April l6, 1986.
(c) Exhibit 7(e) (Copy of Attachment to Profit
Sharing Participation Agreement under the
American Dental Association Members Retirement
Plan), incorporated by reference to Registration
No. 33-21417 on Form N-3 of Registrant, filed
April 26, 1988.
(d) Exhibit 7(e)(2) (Form of Participant Enrollment
Form under the ADA Program), incorporated by
reference to Post-Effective Amendment No. 2 on
Form N-3 to Registration Statement on Form S-1
of Registrant, filed April 2l, l987.
(e) Exhibit 7(v) (Form of Simplified Participation
Agreement for the Profit-Sharing Plan under the
ADA Program, as filed with the Internal
C-4
<PAGE>
Revenue Service), incorporated by reference to
Post-Effective Amendment No. 2 to Registration
No. 33-21417 on Form N-3 of Registrant, filed
April 26, 1989.
(f) Exhibit 7(w) (Form of Non-Standardized
Participation Agreement for the Profit-Sharing
Plan under the ADA Program, as filed with the
Internal Revenue Service), incorporated by
reference to Post- Effective Amendment No. 2 to
Registration No. 33-21417 on Form N-3 of
Registrant, filed April 26, 1989.
(g) Exhibit 7(x) (Form of Standardized Participation
Agreement for the Profit-Sharing Plan under the
ADA Program, as filed with the Internal Revenue
Service), incorporated by reference to
Post-Effective Amendment No. 2 to Registration
No. 33-21417 on Form N-3 of Registrant, filed
April 26, 1989.
6. (a) Copy of the Restated Charter of The Equitable
Life Assurance Society of the United States, as
amended January 1, 1997, incorporated by
reference to Registration No. 333-25807 on Form
N-4, filed April 24, 1997.
(b) By-Laws of The Equitable Life Assurance Society
of the United States, as amended November 21,
1996, incorporated by reference to Registration
No. 333-25807 on Form N-4, filed April 24, 1997.
7. Not applicable
8. (a) Exhibit 11(a)(2) (Form of American Dental
Association Members Retirement Plan, as filed
with the Internal Revenue Service), incorporated
by reference to Post-Effective Amendment No. 2
to Registration No. 33-21417 on Form N-3 of
Registrant, filed April 26, 1989.
(b) Exhibit 11(g)(2) (Form of American Dental
Association Members Retirement Trust, as filed
with the Internal Revenue Service), incorporated
by reference to Post-Effective Amendment No. 2
to Registration No. 33-21417 on Form N-3 of
Registrant, filed April 26, 1989.
(c) Exhibit 11(i) (Form of First Amendment to the
American Dental Association Members Retirement
Trust), incorporated by reference to
Post-Effective Amendment No. 1 to Registration
No. 33-40162 on Form N-3 of Registrant, filed
December 20, 1991.
C-5
<PAGE>
(d) Exhibit 11(o) (Copy of Administration Services
Agreement, dated May 1, 1994, among The
Equitable Life Assurance Society of the United
States, the Trustees of the American Dental
Association Members Retirement Trust, and of the
American Dental Association Members Pooled Trust
for Retirement Plans and the Council of
Insurance of the American Dental Association),
incorporated by reference to Registration
Statement No. 33-75614 on Form N-3 of
Registrant, filed February 23, 1994.
(e) Exhibit 11(j) (Copy of American Dental
Association Members Pooled Trust for Retirement
Plans, dated as of January 1, 1984),
incorporated by reference to Post-Effective
Amendment No. 1 to Registration No. 33-40162 on
Form N-3 of Registrant on Form N-3 of
Registrant, filed December 20, 1991.
(f) Exhibit 11(k) (Form of First Amendment to the
American Dental Association Members Pooled Trust
for Retirement Plans, dated as of January 1,
1984), incorporated by reference to
Post-Effective Amendment No. 1 to Registration
No. 33-40162 on Form N-3 of Registrant, filed
December 20, 1991.
9. (a) Opinion and Consent of Anthony A. Dreyspool,
Vice President and Associate General Counsel of
The Equitable Life Assurance Society of the
United States incorporated by reference to
Registration Statement No. 333-25807, filed
April 24, 1997.
(b) Opinion and Consent of Mary P. Breen, Vice
President and Associate General Counsel of the
Equitable Life Assurance Society of the United
States, previously filed with this Registration
Statement on Form N-4, File No. 333-50967 on
April 24, 1998.
10. (a) Consent of Anthony A. Dreyspool (included within
Exhibit 9(a) above).
(b) Consent of Mary P. Breen, (included within
Exhibit 9 (b) above).
(c) Consent of PricewaterhouseCoopers LLP, (to
be filed by amendment).
(d) Powers of Attorney, previously filed with this
Registration Statement on Form N-4, File No.
333-50967 on April 24, 1998.
11. Not applicable.
12. Not applicable.
13. Not applicable.
14. Not Applicable.
C-6
<PAGE>
Item 25: Directors and Officers of Equitable.
Set forth below is information regarding the directors and principal
officers of Equitable. Equitable's address is 1290 Avenue of Americas,
New York, New York 10104. The business address of the persons whose
names are preceded by an asterisk is that of Equitable.
POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH
BUSINESS ADDRESS EQUITABLE
- ---------------- ---------
DIRECTORS
Francoise Colloc'h Director
AXA
23, Avenue Matignon
75008 Paris, France
Henri de Castries Director
AKA
23, Avenue Matignon
75008 Paris, France
Joseph L. Dionne Director
The McGraw-Hill Companies
1221 Avenue of the Americas
New York, NY 10020
Denis Duverne Director
AXA
23, Avenue Matignon
75008 Paris, France
William T. Esrey Director
Sprint Corporation
P.O. Box 11315
Kansas City, MO 64112
Jean-Rene Fourtou Director
Rhone-Poulenc S.A.
25 Quai Paul Doumer
92408 Courbevoie Cedex,
France
Norman C. Francis Director
Xavier University of Louisiana
7325 Palmetto Street
New Orleans, LA 70125
C-7
<PAGE>
POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH
BUSINESS ADDRESS EQUITABLE
- ---------------- ---------
Donald J. Greene Director
LeBouef, Lamb, Greene & MacRae
125 West 55th Street
New York, NY 10019-4513
John T. Hartley Director
Harris Corporation
1025 NASA Boulevard
Melbourne, FL 32919
John H.F. Haskell, Jr. Director
Warburg Dillon, Read LLC
535 Madison Avenue
New York, NY 10028
Mary R. (Nina) Henderson Director
International Plaza
P.O. Box 8000
Englewood Cliffs, NJ 07632-9976
W. Edwin Jarmain Director
Jarmain Group Inc.
121 King Street West
Suite 2525
Toronto, Ontario M5H 3T9,
Canada
G. Donald Johnston, Jr. Director
184-400 Ocean Road
John's Island
Vero Beach, FL 32963
George T. Lowy Director
Cravath, Swaine & Moore
825 Eighth Avenue
New York, NY 10019
C-8
<PAGE>
POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH
BUSINESS ADDRESS EQUITABLE
- ---------------- ---------
Didier Pineau-Valencienne Director
Schneider S.A.
64-70 Avenue Jean-Baptiste Clement
92646 Boulogne-Billancourt Cedex
France
George J. Sella, Jr. Director
P.O. Box 397
Newton, NJ 07860
Dave H. Williams Director
Alliance Capital Management Corporation
1345 Avenue of the Americas
New York, NY 10105
OFFICER-DIRECTORS
- -----------------
*Michael Hegarty President, Chief Operating
Officer and Director
*Edward D. Miller Chairman of the Board,
Chief Executive Officer
and Director
* Stanley B. Tulin Vice Chairman of the Board,
Chief Financial Officer and Director
OTHER OFFICERS
- --------------
*Leon Billis Executive Vice President
and Chief Information Officer
*Harvey Blitz Senior Vice President
*Kevin R. Byrne Senior Vice President and Treasurer
*Alvin H. Fenichel Senior Vice President and
Controller
C-9
<PAGE>
POSITIONS AND
NAME AND PRINCIPAL OFFICES WITH
BUSINESS ADDRESS EQUITABLE
- ---------------- ---------
*Paul J. Flora Senior Vice President and Auditor
*Robert E. Garber Executive Vice President and
General Counsel
*Jerome S. Golden Executive Vice President
James D. Goodwin Vice President
*Edward J. Hayes Senior Vice President
*Mark A. Hug Senior Vice President
*Donald R. Kaplan Vice President and Chief Compliance
Officer and Associate General
Counsel
*Michael S. Martin Executive Vice President and Chief
Marketing Officer
*Douglas Menkes Senior Vice President and
Corporate Actuary
*Peter D. Noris Executive Vice President and Chief
Investment Officer
*Anthony C. Pasquale Senior Vice President
*Pauline Sherman Vice President, Secretary and
Associate General Counsel
*Samuel B. Shlesinger Senior Vice President
*Richard V. Silver Senior Vice President and Deputy
General Counsel
*Jose Suquet Senior Executive Vice President and
Chief Distribution Officer
*Naomi Weinstein Vice President
*Maureen K. Wolfson Vice President
C-10
<PAGE>
Item 26. Persons Controlled by or Under Common Control with the Insurance
Company or Registrant.
Separate Account No. 49 of The Equitable Life Assurance Society of the
United States (the "Separate Account") is a separate account of Equitable.
Equitable, a New York stock life insurance company, is a wholly owned
subsidiary of The Equitable Companies Incorporated (the "Holding Company"), a
publicly traded company.
The largest stockholder of the Holding Company is AXA which as of
December 31, 1998 beneficially owned 58.5% of the Holding Company's outstanding
common stock. AXA is able to exercise significant influence over the operations
and capital structure of the Holding Company and its subsidiaries, including
Equitable. AXA, a French company, is the holding company for an international
group of insurance and related financial services companies.
C-11
<PAGE>
ORGANIZATION CHART OF EQUITABLE'S AFFILIATES
The Equitable Companies Incorporated (1991) (Delaware)
Donaldson, Lufkin & Jenrette, Inc. (1993) (Delaware) (41.8%) (See
Addendum B(1) for subsidiaries)
The Equitable Life Assurance Society of the United States (1859)
(New York) (a) (b)
The Equitable of Colorado, Inc. (1983) (Colorado)
EVLICO, INC. (1995) (Delaware)
EVLICO East Ridge, Inc. (1995) (California)
GP/EQ Southwest, Inc. (1995) (Texas)
Franconom, Inc. (1985) (Pennsylvania)
Frontier Trust Company (1987) (North Dakota)
Gateway Center Buildings, Garage, and Apartment Hotel, Inc.
(inactive) (pre-1970) (Pennsylvania)
Equitable Deal Flow Fund, L.P.
Equitable Managed Assets (Delaware)
EREIM LP Associates (99%)
EML Associates, L.P. (19.8%)
Alliance Capital Management L.P. (2.7% limited partnership
interest)
ACMC, Inc. (1991) (Delaware)(s)
Alliance Capital Management L.P. (1988) (Delaware)
(39.6% limited partnership interest)
EVCO, Inc. (1991) (New Jersey)
EVSA, Inc. (1992) (Pennsylvania)
Prime Property Funding, Inc. (1993) (Delaware)
Wil Gro, Inc. (1992) (Pennsylvania)
Equitable Underwriting and Sales Agency (Bahamas) Limited (1993)
(Bahamas)
(a) Registered Broker/Dealer (b) Registered Investment Adviser
C-12
<PAGE>
The Equitable Companies Incorporated (cont.)
Donaldson Lufkin & Jenrette, Inc.
The Equitable Life Assurance Society of the United States (cont.)
Fox Run, Inc. (1994) (Massachusetts)
STCS, Inc. (1992) (Delaware)
CCMI Corporation (1994) (Maryland)
FTM Corporation (1994) (Maryland)
Equitable BJVS, Inc. (1992) (California)
Equitable Rowes Wharf, Inc. (1995) (Massachusetts)
Camelback JVS, Inc. (1995) (Arizona)
ELAS Realty, Inc. (1996) (Delaware)
100 Federal Street Realty Corporation (Massachusetts)
Equitable Structured Settlement Corporation (1996) (Delaware)
Prime Property Funding II, Inc. (1997) (Delaware)
Sarasota Prime Hotels, Inc. (1997) (Florida)
ECLL, Inc. (1997) (Michigan)
Equitable Holdings LLC (1997) (New York) (into which Equitable Holding
Corporation was merged in 1997)
EQ Financial Consultants, Inc. (formerly
Equico Securities, Inc.) (1971) (Delaware) (a) (b)
ELAS Securities Acquisition Corp. (1980) (Delaware)
100 Federal Street Funding Corporation (Massachusetts)
EquiSource of New York, Inc. (1986) (New York) (See
Addendum A for subsidiaries)
Equitable Casualty Insurance Company (1986) (Vermont)
EREIM LP Corp. (1986) (Delaware)
EREIM LP Associates (1%)
EML Associates (.02%)
Six-Pac G.P., Inc. (1990) (Georgia)
Equitable Distributors, Inc. (1988) (Delaware) (a)
(a) Registered Broker/Dealer (b) Registered Investment Advisor
C-13
<PAGE>
The Equitable Companies Incorporated (cont.)
Donaldson Lufkin & Jenrette, Inc.
The Equitable Life Assurance Society of the United States (cont.)
Equitable Holdings, LLC (cont.)
Equitable JVS, Inc. (1988) (Delaware)
Astor/Broadway Acquisition Corp. (1990) (New York)
Astor Times Square Corp. (1990) (New York)
PC Landmark, Inc. (1990) (Texas)
Equitable JVS II, Inc. (1994) (Maryland)
EJSVS, Inc. (1995) (New Jersey)
Donaldson, Lufkin & Jenrette, Inc. (1985 by EIC; 1993 by EQ and
EHC) (Delaware) (34.40) (See Addendum B(1) for
subsidiaries)
JMR Realty Services, Inc. (1994) (Delaware)
Equitable Investment Corporation (1971) (New York)
Stelas North Carolina Limited Partnership (50% limited
partnership interest) (1984)
Equitable JV Holdings Corporation (1989) (Delaware)
Alliance Capital Management Corporation (1991) (Delaware) (b)
(See Addendum B(2) for subsidiaries)
Equitable Capital Management Corporation (1985)
(Delaware)(b)
Alliance Capital Management L.P. (1988) (Delaware) (14.6%
limited partnership interest)
EQ Services, Inc. (1992) (Delaware)
EREIM Managers Corp. (1986) (Delaware)
ML/EQ Real Estate Portfolio, L.P.
EML Associates, L.P.
(a) Registered Broker/Dealer (b) Registered Investment Advisor
C-14
<PAGE>
ORGANIZATION CHART OF EQUITABLE'S AFFILIATES
ADDENDUM A - SUBSIDIARY
OF EQUITABLE HOLDINGS, LLC
HAVING MORE THAN FIVE SUBSIDIARIES
---------------------------------------------------------------
EquiSource of New York, Inc. (formerly Traditional Equinet Business Corporation
of New York) has the following subsidiaries that are brokerage companies to
make available to Equitable Agents within each state traditional (non-equity)
products and services not manufactured by Equitable:
EquiSource of Alabama, Inc. (1986) (Alabama)
EquiSource of Arizona, Inc. (1986) (Arizona)
EquiSource of Arkansas, Inc. (1987) (Arkansas)
EquiSource Insurance Agency of California, Inc. (1987) (California)
EquiSource of Colorado, Inc. (1986) (Colorado)
EquiSource of Delaware, Inc. (1986) (Delaware)
EquiSource of Hawaii, Inc. (1987) (Hawaii)
EquiSource of Maine, Inc. (1987) (Maine)
EquiSource Insurance Agency of Massachusetts, Inc. (1988)
(Massachusetts)
EquiSource of Montana, Inc. (1986) (Montana)
EquiSource of Nevada, Inc. (1986) (Nevada)
EquiSource of New Mexico, Inc. (1987) (New Mexico)
EquiSource of Pennsylvania, Inc. (1986) (Pennsylvania)
EquiSource of Puerto Rico, Inc. (1997) (Puerto Rico)
EquiSource Insurance Agency of Utah, Inc. (1986) (Utah)
EquiSource of Washington, Inc. (1987) (Washington)
EquiSource of Wyoming, Inc. (1986) (Wyoming)
C-15
<PAGE>
ORGANIZATION CHART OF EQUITABLE'S AFFILIATES
ADDENDUM B - INVESTMENT SUBSIDIARIES
HAVING MORE THAN FIVE SUBSIDIARIES
------------------------------------
Donaldson, Lufkin & Jenrette, Inc. has the following subsidiaries, and
approximately 150 other subsidiaries, most of which are special purpose
subsidiaries (the number fluctuates according to business needs):
Donaldson, Lufkin & Jenrette, Securities Corporation (1985)
(Delaware) (a) (b)
Wood, Struthers & Winthrop Management Corp. (1985)
(Delaware)(b)
Autranet, Inc. (1985) (Delaware) (a)
DLJ Real Estate, Inc.
DLJ Capital Corporation (b)
DLJ Mortgage Capital, Inc. (1988) (Delaware)
Column Financial, Inc. (1993) (Delaware) (50%)
Alliance Capital Management Corporation (as general partner) (b) has the
following subsidiaries:
Alliance Capital Management L.P. (1988) (Delaware) (b)
Alliance Capital Management Corporation of Delaware, Inc.
(Delaware)
Alliance Fund Services, Inc. (Delaware) (a)
Alliance Fund Distributors, Inc. (Delaware) (a)
Alliance Capital Oceanic Corp. (Delaware)
Alliance Capital Management Australia Pty. Ltd.
(Australia)
Meiji - Alliance Capital Corp. (Delaware) (50%)
Alliance Capital (Luxembourg) S.A. (99.98%)
Alliance Eastern Europe Inc. (Delaware)
Alliance Barra Research Institute, Inc. (Delaware)
(50%)
Alliance Capital Management Canada, Inc. (Canada)
(99.99%)
Alliance Capital Management (Brazil) Llda
Alliance Capital Global Derivatives Corp. (Delaware)
Alliance International Fund Services S.A.
(Luxembourg)
Alliance Capital Management (India) Ltd. (Delaware)
Alliance Capital Mauritius Ltd.
Alliance Corporate Finance Group, Incorporated
(Delaware)
Equitable Capital Diversified Holdings, L.P. I
Equitable Capital Diversified Holdings, L.P. II
Curisitor Alliance L.L.C. (Delaware)
Curisitor Holdings Limited (UK)
Alliance Capital Management (Japan), Inc.
Alliance Capital Management (Asia) Ltd.
Alliance Capital Management (Turkey), Ltd.
Cursitor Alliance Management Limited (UK)
(a) Registered Broker/Dealer (b) Registered Investment Advisor
C-16
<PAGE>
AXA GROUP CHART
The information listed below is dated as of December 31, 1997; percentages
shown represent voting power. The name of the owner is noted when AXA
indirectly controls the company.
AXA INSURANCE AND REINSURANCE BUSINESS HOLDING
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
AXA Assurances Iard France 100% by AXA France Assurance
AXA Assurances Vie France 100% by AXA France Assurance
AXA Courtage Iard France 97.4% by AXA France Assurance
and UAP Iard
AXA Courtage Vie France 100% by AXA France Assurance
Alpha Assurances Vie France 100% by AXA France Assurance
AXA Direct France 100%
Direct Assurances Iard France 100% by AXA Direct
Direct Assurance Vie France 100% by AXA Direct
AXA Tellit Versicherung Germany 50% owned by AXA Direct and
50% by CKAG
Axiva France 100% by AXA France Assurance
Juridica France 88.4% by UAP Iard, 10.9% by
AXA France Assurance
AXA Assistance France France 100% by AXA Assistance SA
Monvoisin Assurances France 99.9% by different companies
and Mutuals
Societe Beaujon France 100%
Lor Finance France 100%
Jour Finance France 100% by AXA Conseil Iard and
by AXA Assurances Iard
Financiere 45 France 99.8%
Mofipar France 100%
Compagnie Auxiliaire pour le France 99.8% by Societe Beaujon
Commerce and l'Industrie
C.F.G.A. France 99.96% owned by Mutuals and
Finaxa
AXA Global Risks France 100% owned by AXA France
Assurance, UAP Iard and
Mutuals
Argovie France 100% by Axiva and SCA Argos
C-17
<PAGE>
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
Astral Finance France 99.3% by AXA Courtage Vie
Argos France N.S.
AXA France Assurance France 100%
UAP Incendie Accidents France 100% by AXA France
Assurance
UAP Vie France 100% by AXA France
Assurance
UAP Collectives France 50% by AXA Assurances
Iard, 3.3% by AXA Conseil
Iard and 46.6% UAP Vie
Thema Vie France 30% by Axiva, 11.9% by
UAP Collectives, 10.9% by
UAP Iard and 46.8% by UAP Vie.
La Reunion Francaise France 49% by UAP Iard and 51% by
AXA Global Risks
UAP Assistance France 52% by UAP Incendie-Accidents
and 48% by UAP Vie
UAP International France 50.1% by AXA and 49.9% by
AXA Global Risks
Sofinad France 100%
AXA-Colonia Konzern AG (AXA-
CKAG) Germany 39.7% by Vinci BV, 25.6% by
Kolnische Verwaltungs and
5.5% by AXA-UAP
Finaxa Belgium Belgium 100%
AXA Belgium Belgium 27.1% by AXA and 72.6%
by Finaxa Belgium
De Kortrijske Verzekering Belgium 99.8% by AXA Belgium
Juris Belgium 100% owned by Finaxa Belgium
Royale Vendome Belgium 49% by AXA and 20.2% by
AXA Global Risks
Royale Belge Belgium 51.2% by Royale Vendome and
9.5% by different companies
of the Group
Royale Belge 1994 Belgium 97.9% by Royale Belge and 2%
by UAB
UAB Belgium 99.9% by Royale Belge
Ardenne Prevoyante Belgium 99.4% by Royale Belge
GB Lex Belgium 55% by Royale Belge, 25% by
Royale Belge 1994, 10% by
Juridica and 10% by AXA
Conseil Assurance
Royale Belge Re Belgium 99.9% by Royale Belge
Parcolvi Belgium 100% by Vinci Belgium
Vinci Belgium Belgium 99.5% by Vinci BV
Finaxa Luxembourg Luxembourg 100%
AXA Assurance IARD Luxembourg Luxembourg 99.9%
AXA Assurance Vie Luxembourg Luxembourg 99.9%
Royale UAP Luxembourg 100% by Royale Belge
C-18
<PAGE>
Paneurolife Luxembourg 90% by different companies of
the AXA Group
Paneurore Luxembourg 90% by different companies of
the AXA Group
Crealux Luxembourg 100% by Royale Belge
Futur Re Luxembourg 100% by AXA Global Risks
General Re-CKAG Luxembourg 37.8% by AXA-CKAG and 12.1%
by Colonia Nordstern
Versicherung
Royale Belge Investissements Luxembourg 100% by Royale Belge
AXA Aurora Spain 30% owned by AXA and 40%
by UAP International
Aurora Polar SA de Seguros y Spain 99.4% owned by AXA Aurora
Reaseguros
Aurora Vida SA de Seguros y Spain 90% owned by Aurora Polar and
Reaseguros 5% by AXA
AXA Gestion de Seguros y Spain 99.1% owned by AXA Aurora
Reaseguros
Hilo Direct Seguros Spain 71.4% by AXA Aurora
Ayuda Legal Spain 59% owned by Aurora Polar,
29% by AXA Gestion and 12%
by Aurora Vida
UAP Iberica Spain 100% by UAP International
General Europea (GESA) Spain 100% by Societe Generale
d'Assistance
AXA Assicurazioni Italy 100%
Eurovita Italy 30% owned by AXA Assicurazioni
Gruppo UAP Italia (GUI) Italy 97% by UAP International and
3% by UAP Vie
UAP Italiana Italy 96% by AXA and 4% by GUI
UAP Vita Italy 62.2% by GUI and 37.8% by UAP
Vie
Allsecures Assicurazioni Italy 90% by GUI and 10% by UAP
Italiana
Allsecures Vita Italy 92.9% by GUI and 7% by AXA
Centurion Assicurazioni Italy 100% by GUI
AXA Equity & Law plc U.K. 100%
AXA Equity & Law Life U.K. 100% by SLPH
Assurance Society
AXA Insurance U.K. 100% owned by SLPH
AXA Global Risks U.K. 51% owned by AXA Global
Risks (France) and 49% by
AXA Courtage IARD
Sun Life and Provincial U.K. 71.6% by AXA and AXA
Holdings (SLPH) Equity & Law Plc
Sun Life Corporation Plc U.K. 100% by AXA Sun Life Holding
Sun Life Assurance U.K. 100% by AXA Sun Life Holding
UAP Provincial Insurance U.K. 100% by SLPH
English & Scottish U.K. 100% by AXA UK
C-19
<PAGE>
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
AXA Insurance Inc Canada 100% owned by AXA Canada Inc.
and AXA Assurance Inc
Anglo Canada General Insurance Canada 100% owned by AXA Canada Inc.
Cy
AXA Pacific Insurance Cy Canada 100% by AXA Boreal Insurance
Inc
AXA Boreal Assurances Canada 100% by AXA Boreal Insurance
Agricoles Inc Inc
AXA Life Insurance Japan 100%
Dongbu AXA Life Korea 50%
Insurance Co. Ltd.
Sime AXA Berhad Malaysia 30% owned by AXA and
AXA Reassurance
AXA Investment Holdings Pte Singapore 100%
Ltd
AXA Insurance Singapore 100% owned by AXA Investment
Holdings Pte Ltd
AXA Insurance Hong Kong 100% owned by AXA Investment
Holdings Pte Ltd
AXA Life Insurance Hong Kong 100%
PT Asuransi AXA Indonesia Indonesia 80%
The Equitable Companies U.S.A. 58.7% of which AXA owns
Incorporated 42.0%, Financiere 45, 3.2%,
Lorfinance 6.4%, AXA Equity
& Law Life Association Society
4.1% and AXA Reassurance 3.0%
The Equitable Life Assurance U.S.A. 100% owned by The Equitable
Society of the United States Companies Incorporated
(ELAS)
National Mutual Holdings Ltd Australia 51% between AXA, 42.1%
and AXA Equity & Law Life
Assurance Society 8.9%
The National Mutual Life Australia 100% owned by National Mutual
Association of Australasia Holdings Ltd
Ltd
National Mutual International Australia 100% owned by National Mutual
Pty Ltd Holdings Ltd
National Mutual (Bermuda) Ltd Australia 100% owned by National Mutual
International Pty Ltd
National Mutual Asia Ltd Australia 41% owned by National Mutual
Holdings Ltd, 20% by Datura
Ltd and 13% by National Mutual
Life Association of
Australasia
Australian Casualty & Life Ltd Australia 100% owned by National Mutual
Holdings Ltd
National Mutual Health Australia 100% owned by National Mutual
Insurance Pty Ltd Holdings Ltd
C-20
<PAGE>
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
AXA Reassurance France 100% owned by AXA, AXA
Assurances Iard and AXA Global
Risks
AXA Re Finance France 79% owned by AXA Reassurance
AXA Cessions France 100%
AXA Re Asia Singapore 100% owned by AXA Reassurance
AXA Re U.K. Plc U.K. 100% owned by AXA Re U.K.
Holding
AXA Re U.K. Holding U.K. 100% owned by AXA Reassurance
AXA Re U.S.A. U.S.A. 100% owned by AXA America
AXA America U.S.A. 100% owned by AXA Reassurance
AXA Space U.S.A. 80% owned by AXA America
AXA Re Life U.S.A. 100% owned by AXA America
C.G.R.M. Monaco 100% owned by AXA Reassurance
C-21
<PAGE>
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
Alliance Capital Management U.S.A. 57.9% held by ELAS
Donaldson Lufkin & Jenrette U.S.A. 76.2% owned by Equitable
Holdings LLC and ELAS
National Mutual Funds Australia 100% owned by National
Management (Global) Ltd Mutual Holdings Ltd
National Mutual Funds USA 100% by National Mutual Funds
Management North America Management (Global) Ltd.
Holding Inc.
Cogefin Luxembourg 100% owned by AXA Belgium
ORIA France 100% owned by AXA Millesimes
AXA Oeuvres d'Art France 100% by Mutuals
AXA Cantenac Brown France 100%
AXA Suduiraut France 99.6% owned by AXA and
Societe Beaujon
C-22
<PAGE>
AXA REAL ESTATE BUSINESS
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
Prebail France 100% owned by AXA Immobilier
Axamur France 100% by different companies
and Mutuals
Parimmo France 100% by different companies
and Mutuals
S.G.C.I. France 100% by different companies
and Mutuals
Transaxim France 100% owned by S.G.C.I. and
C.P.P.
Compagnie Parisienne de France 100% owned by S.G.C.I.
Participations (C.P.P.)
Monte Scopeto France 100% owned by C.P.P.
Matipierre France 100% by different companies
Securimo France 87.12% by different companies
and Mutuals
Paris Orleans France 100% by different companies
AXA Courtage Iard
Colisee Bureaux France 100% by different companies
and Mutuals
Colisee Premiere France 100% by different companies
and Mutuals
Colisee Laffitte France 100% by Colisee Bureaux
Fonciere Carnot Laforge France 100% by Colisee Premiere
Parc Camoin France 100% by Colisee Premiere
Delta Point du Jour France 100% owned by Matipierre
Paroi Nord de l'Arche France 100% owned by Matipierre
Falival France 100% owned by AXA Reassurance
Compagnie du Gaz d'Avignon France 100% owned by AXA Assurances
Iard
Ahorro Familiar France 44% owned by AXA Assurances
Iard, 1% by AXA Aurora Polar
and 1% by AXA Seguros
Fonciere du Val d'Oise France 100% owned by C.P.P.
Sodarec France 100% owned by C.P.P.
C-23
<PAGE>
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
Centrexpo France 99.3% owned by C.P.P.
Fonciere de la Ville du Bois France 99.6% owned by Centrexpo
Colisee Seine France 100% owned by different
companies
Translot France 100% owned by SGCI
Colisee Alpha France 100% owned by Colisee Bureaux
Colisee Silly France 100% owned by Colisee Bureaux
S.N.C. Dumont d'Urville France 100% owned by Colisee Premiere
Colisee Federation France 100% by SGCI
Colisee Saint Georges France 100% by SGCI
Drouot Industrie France 50% by SGCI and 50% by Axamur
Colisee Vauban France 99.6% by Matipierre
Fonciere Colisee France 100% by Matipierre and other
companies of the AXA Group
AXA Pierre S.C.I. France 97.6% owned by different
companies and Mutuals
AXA Millesimes France 85.4% owned by AXA and the
Mutuals
Chateau Suduirault France 100% owned by AXA Millesimes
Diznoko Hungary 95% owned by AXA Millesimes
Compagnie Fonciere Matignon France 100% by different companies
and Mutuals
Fidei France 20.7% owned by C.F.P. and
10.8% owned by Axamur
Fonciere Saint Sebastien France 99.9% by UAP Vie
Fonciere Vendome France 91% by different companies of
the Group
La Holding Vendome France 99.9% by AXA Global Risks
10, boulevard Haussmann France 69% by La Fonciere Vendome and
31% by AXA Conseil Iard
37-39 Le Peletier France 100% by AXA Courage Iard
Ugici France 100% by different companies of
the AXA Group of which
93.1% by UAP Vie
Ugicomi France 100% by different companies of
the AXA Group of which
63.8% by UAP Vie
Ugif France 100% by different companies of
the AXA Group of which
59.6% by UAP Vie and 32.6%
by UAP Collectives
Ugil France 93.9% by different companies
of the AXA Group of which
65.8% by UAP Vie
Ugipar France 100% by different companies
of the AXA Group of which
39.4% by UAP Vie, 35.4% by AXA
Courtage Iard and 20.8% by UAP
Collectives
AXA Immobiller France 100% by AXA
Quinta do Noval Vinhos S.A. Portugal 99.6% owned by AXA Millesimes
C-24
<PAGE>
OTHER AXA BUSINESS
COMPANY COUNTRY VOTING POWER
- ------- ------- ------------
A.N.F. France 95.4% owned by Finaxa
Lucia France 20.6% owned by AXA Assurances
Iard and 8.6% by Mutuals
Schneider S.A. France 10.4%
C-25
<PAGE>
ORGANIZATION CHART OF EQUITABLE'S AFFILIATES
NOTES
-----
1. The year of formation or acquisition and state or country of incorporation
of each affiliate is shown.
2. The chart omits certain relatively inactive special purpose real estate
subsidiaries, partnerships, and joint ventures formed to operate or
develop a single real estate property or a group of related properties,
and certain inactive name-holding corporations.
3. All ownership interests on the chart are 100% common stock ownership
except: (a) The Equitable Companies Incorporated's 41.8% interest in
Donaldson, Lufkin & Jenrette, Inc. and Equitable Holdings, LLC's
34.4% interest in same; (b) as noted for certain partnership interests; (c)
Equitable Lifes ACMC, Inc.'s and Equitable Capital Management Corporation's
limited partnership interests in Alliance Capital Management L.P.; and
(d) as noted for certain subsidiaries of Alliance Capital Management Corp.
of Delaware, Inc.
4. The operational status of the entities shown as having been formed or
authorized but "not yet fully operational" should be checked with the
appropriate operating areas, especially for those that are start-up
situations.
5. The following entities are not included in this chart because, while they
have an affiliation with The Equitable, their relationship is not the
ongoing equity-based form of control and ownership that is characteristic
of the affiliations on the chart, and, in the case of the first two
entities, they are under the direction of at least a majority of "outside"
trustees:
The Hudson River Trust
EQ Advisors Trust
Separate Accounts
6. This chart was last revised on January 12, 1999.
C-26
<PAGE>
Item 27. Number of Contractowners.
As of December 31, 1998 the number of participants in the
American Dental Association Members Program offered by the Registrant was
24,116.
Item 28. Indemnification
(a) Indemnification of Principal Underwriter: to the extent
permitted by law of the State of New York and subject to all
applicable requirements thereof, EQ Financial Consultants,
Inc. ("EQ Financial"), formerly Equico Securities, Inc.
undertook to indemnify each of its directors and
officers who is made or threatened to be made a party to any
action or proceeding, whether civil or criminal, by reason
of the fact that he or she is or was a director or officer
of EQFC.
(b) Undertaking: insofar as indemnification for liability
arising under the Securities Act of 1933 may be permitted to
directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against
public policy as expressed in the Act and will be governed
by the final adjudication of such issue.
Item 29. Principal Underwriters
(a) EQ Financial is the principal underwriter for Equitable's
Separate Account Nos. 45, 49 and 301, Separate Account A,
Separate Account I and Separate Account FP. EQ Financial's
principal business address is 1290 Avenue of the Americas,
New York, NY 10104.
(b) See Item 25.
(c) Not applicable.
C-27
<PAGE>
Item 30. Location of Accounts and Records
The records required to be maintained by Section 31(a) of the
Investment Company Act of 1940 and Rules 31a-1 to 31a-3
promulgated thereunder, with respect to the separate accounts
named in Item 29(a),are maintained by The Equitable Life
Assurance Society of the United States at 135 West 50th
Street, New York, New York 10020; 1290 Avenue of the Americas,
New York, New York 10104; and 200 Plaza Drive, Secaucus, New
Jersey 07094
Item 31. Management Services
Not applicable.
Item 32. Undertakings
The Registrant hereby undertakes:
(a) to file a post-effective amendment to this
registration statement as frequently as is necessary
to ensure that the audited financial statements in
the registration statement are never more than 16
months old for so long as payments under the
variable annuity contracts may be accepted;
(b) to include either (1) as part of any application to
purchase a contract offered by the prospectus, a
space that an applicant can check to request a
Statement of Additional Information, or (2) a
postcard or similar written communication affixed to
or included in the prospectus that the applicant can
remove to send for a Statement of Additional
Information;
(c) to deliver any Statement of Additional Information
and any financial statements required to be made
available under this Form promptly upon written or
oral request.
C-28
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, the Registrant
has caused this Registration Statement to be signed on its behalf, in the City
and State of New York, on the 5th day of February 1999.
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
(Registrant)
By: The Equitable Life Assurance
Society of the United States
By: /s/ Maureen K. Wolfson
------------------------------
Maureen K. Wolfson
Vice President
C-29
<PAGE>
SIGNATURES
As required by the Securities Act of 1933, the Depositor has caused
this Registration Statement to be signed on its behalf, in the City and State
of New York, on the 5th day of February, 1999.
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
(Depositor)
By: /s/ Maureen K. Wolfson
------------------------------------
Maureen K. Wolfson
Vice President
As required by the Securities Act of 1933 this registration
statement has been signed by the following persons in the capacities and on the
date indicated:
PRINCIPAL EXECUTIVE OFFICERS:
*Edward D. Miller Chairman of the Board, Chief Executive
Officer and Director
*Michael Hegarty President, Chief Operating Officer and
Director
PRINCIPAL FINANCIAL OFFICER:
*Stanley B. Tulin Vice Chairman of the Board,
Chief Financial Officer and Director
PRINCIPAL ACCOUNTING OFFICER:
/s/ Alvin H. Fenichel
- -----------------------------
Alvin H. Fenichel Senior Vice President and
February 5, 1999 Controller
*DIRECTORS:
Francoise Colloc"h Donald J. Greene George T. Lowy
Henri de Castries John T. Hartley Edward D. Miller
Joseph L. Dionne John H.F. Haskell, Jr. Didier Pineau-Valencienne
Denis Duverne Michael Hegarty George J. Sella, Jr.
William T. Dionne Mary R. (Nina) Henderson Stanley B. Tulin
Jean-Rene Fourtou W. Edwin Jarmain Dave H. Williams
Norman C. Francis G. Donald Johnston, Jr.
*/s/ Maureen K. Wolson
- -------------------------------
Maureen K. Wolson
Attorney-in-Fact
February 5, 1999
C-30
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. PAGE NO.
- ----------- --------
1.(b) Resolution of the Board of The Equitable Life Assurance
Society of the United States authorizing the
establishment of Separate Account 200.
C-31
<PAGE>
Exhibit 1.(b)
September 5, 1995
Establishment of Separate Account No. 200
-----------------------------------------
Pursuant to the authority granted to me by Resolution Nos. 21-69 and
B57-91, adopted by the Board of Directors of The Equitable Life Assurance
Society of the United States, I hereby establish Separate Account No. 200
(the "Separate Account") as a funding medium for the retirement plans and
trusts of the American Dental Association Members Program, the assets of the
Separate Account to be invested at all times primarily in shares of a mutual
fund selected by a committee of the Separate Account. Furthermore, pursuant
to the authority granted to me by the above-mentioned Resolutions, I hereby
authorize the creation of a committee of the Separate Account, the members of
which will be designated by the Trustees of the American Dental Association
Members Retirement Trust and the Trustees of the American Dental Association
Members Pooled Trust for Retirement Plans, such committee to have the powers
set forth in Resolution No. B57-91.
/s/ Peter D. Noris
---------------------------------
Peter D. Noris
Executive Vice President
and Chief Investment Officer
