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Files Pursuant to Rule 424(b)(3)
Registration File No.: 333-51033
Members Retirement Program
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SUPPLEMENT DATED OCTOBER 18, 1999
TO THE PROSPECTUS DATED MAY 1, 1999
This supplement adds and modifies certain information contained in the
prospectus dated May 1, 1999 for the Members Retirement Program, which is funded
primarily though a group annuity contract with The Equitable Life Assurance
Society of the United States.
You should read this supplement together with the prospectus. Terms used in this
supplement have the same meaning as they do in the prospectus, unless we
indicate otherwise. This supplement provides information on:
(1) the new portfolios of EQ Advisors Trust now available under the Program and
the change in management of EQ Advisors Trust from EQ Financial
Consultants, Inc. to Equitable Life. Pursuant to the Substitution effected
October 18, 1999, the new portfolios replaced each of the portfolios of The
Hudson River Trust formerly available;
(2) the Equitable Companies Incorporated name change to AXA Financial, Inc.;
and
(3) updated information "About our year 2000 progress,"
(1) THE NEW EQ ADVISORS TRUST PORTFOLIOS AND CHANGE IN EQ TRUST MANAGEMENT
THE FOLLOWING PARAGRAPH REPLACES THE SECOND AND THIRD PARAGRAPH FOLLOWING THE
TABLE UNDER "ABOUT THE MEMBERS RETIREMENT PROGRAM" ON THE COVER PAGE OF THE
PROSPECTUS:
The Alliance Global Fund, Alliance Conservative Investors Fund, Alliance Growth
Investors Fund, the MFS Research Fund, Warburg Pincus Small Company Value Fund,
T. Rowe Price Equity Income Fund, Merrill Lynch World Strategy Fund and BT
Equity 500 Index Fund each invest in shares of a corresponding portfolio
(PORTFOLIO) of EQ Advisors Trust. You should also read the attached prospectus
for EQ Advisors Trust and keep it for future reference.
THE FOLLOWING SENTENCE REPLACES THE SECOND SENTENCE OF THE FIRST PARAGRAPH UNDER
"FEE TABLE" ON PAGE 6 OF THE PROSPECTUS:
The tables reflect charges: (1) you will directly incur, including Program and
investment fund fees and charges, and (2) fees and expenses of EQ Advisors
Trust, and its portfolios, you will indirectly incur. If you annuitize your
account, charges for premium or other applicable taxes and other fees may apply.
THE FOLLOWING INFORMATION REPLACES THE INFORMATION, TABLES AND FOOTNOTES FOR THE
CORRESPONDING FUNDS UNDER "PROGRAM EXPENSE CHARGE AND INVESTMENT FUND OPERATING
EXPENSES" ON PAGES 6 AND 7 OF THE PROSPECTUS:
The Program expense charge and operating expenses of the investment funds are
paid out of each investment fund's assets. Certain investment funds pay us a
management fee that varies based on their respective assets, The Program expense
charge is based on the level of assets under the Program. 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."
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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 the actual experience of the investment funds during the year ended
December 31, 1998, and reflect currently applicable fees except as noted.
ALLIANCE GLOBAL, CONSERVATIVE INVESTORS AND GROWTH INVESTORS FUNDS
<TABLE>
<CAPTION>
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PROGRAM
MANAGEMENT EXPENSE
FEE CHARGE OTHER(2) TOTAL
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<S> <C> <C> <C> <C>
Alliance Global Fund 0.20%(3) 1.00% 0.20%(1) 1.40%
EQ Advisors Trust 0.64 ---- 0.08 0.72
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TOTAL 0.84% 1.00% 0.28% 2.12%
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Alliance Conservative Investors Fund 0.20%(3) 1.00% 0.18%(1) 1.38%
EQ Advisors Trust 0.48 ---- 0.06 0.54
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TOTAL 0.68% 1.00% 0.24% 1.92%
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Alliance Growth Investors Fund 0.20%(3) 1.00% 0.20%(1) 1.40%
EQ Advisors Trust 0.51 ---- 0.05 0.56
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TOTAL 0.71% 1.00% 0.25% 1.96%
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</TABLE>
(1) Reflects the amount deducted for the daily accrual of direct expenses. See
"How We Determine the Unit Value" in the SAI
(2) On October 18, 1999. the Funds' corresponding portfolios became part of
EQ Advisors Trust. The "Other" expenses for these portfolios have been
restated to reflect the estimated expenses that could have been incurred
had these portfolios been portfolios of EQ Advisors Trust for the year
ended December 31, 1998. The restated expenses reflect an increase of
0.01%.
(3) The Alliance Global. Alliance Conservative Investors and Alliance Growth
Investors Funds invest through Equitable Life's Separate Account No. 51 in
corresponding portfolios of EQ Advisors Trust. This charge represents only
financial accounting expenses for Separate Account No. 51.
THE FOLLOWING REPLACES THE INFORMATION FOR THESE FUNDS UNDER "EXAMPLE" ON PAGE 8
OF THE PROSPECTUS:
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1 Year 3 Years 5 Years 10 Years
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Alliance Global 22.37 68.93 118.06 252.98
Alliance Conservative Investors 20.35 62.85 107.87 232.39
Alliance Growth Investors 20.75 64.07 109.91 236.54
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THE FOLLOWING SENTENCE REPLACES THE LAST SENTENCE OF THE PARAGRAPH UNDER
"FINANCIAL STATEMENTS OF INVESTMENT FUNDS" ON PAGE 8 OF THE PROSPECTUS:
The financial statements for EQ Advisors Trust are in the SAI for EQ Advisors
Trust.
THE FOLLOWING INFORMATION REPLACES THE CAPTION AND INFORMATION CURRENTLY
APPEARING UNDER "THE TRUSTS" ON PAGES 12 AND 13 OF THE PROSPECTUS:
EQ ADVISORS TRUST
EQ Advisors Trust is a registered open-end management investment company that
offers a selection of professionally managed investment portfolios. EQ Advisors
Trust commenced operation on May 1, 1997. As a "series" type of mutual fund, the
Trust issues shares of beneficial interest that are currently divided among the
Trust's portfolios. Each portfolio is a separate series of the Trust with its
own objective and policies. EQ Advisors Trust does not impose sales charges or
"loads" for buying and selling their shares.
Equitable Life serves as the investment manager of EQ Advisors Trust. As such,
Equitable Life oversees the activities of the investment advisers with respect
to EQ Advisors Trust and is responsible for retaining or discontinuing the
services of those advisers. (Prior to September, 1999 EQ Financial Consultants,
Inc. served as investment manager to EQ Advisors Trust.)
EQ Advisors Trust commenced operations on May 1, 1997. Prior to October 18, 1999
the Alliance portfolios were part of The Hudson River Trust. On October 18, 1999
These portfolios became corresponding portfolios of EQ Advisors Trust and any
predecessors that it may have had.
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Pursuant to a service agreement, Chase Global Funds Services Company assists
Equitable Life in the performance of its administrative responsibilities to the
EQ Advisors Trust with other necessary administrative, fund accounting and
compliance services.
The Alliance Global, Alliance Conservative Investors, Alliance Growth Investors,
MFS Research, Warburg Pincus Small Company Value, T. Rowe Price Equity Income,
Merrill Lynch World Strategy and BT Equity 500 Index Funds invest in
corresponding portfolios of the EQ Advisors Trust. The investment results you
will experience in any one of those investment funds will depend on the
investment performance of the corresponding portfolios. The table below shows
the names of the corresponding portfolios, their investment objectives, and
their advisers.
<TABLE>
<CAPTION>
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PORTFOLIO
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INVESTMENT FUND NAME OBJECTIVE ADVISER
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<S> <C> <C> <C>
Alliance Global Fund Alliance Global portfolio Long-term growth of capital Alliance
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Alliance Conservative Alliance Conservative Investors High total return without undue Alliance
Investors Fund portfolio risk to principal
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Alliance Growth Investors Alliance Growth lnvestors High total return consistent with Alliance
Fund portfolio reasonable risk
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T. Rowe Price Equity T. Rowe Price Equity Income Substantial dividend income and T. Rowe Price Associates, Inc.
Income Fund portfolio capital appreciation
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MFS Research Fund MFS Research portfolio Long-term growth of capital and Massachusetts Financial
future income Services Company
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Warburg Pincus Small Warburg Pincus Small Company Long-term capital appreciation Warburg Pincus Asset
Company Value Fund Value portfolio Management, Inc.
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Merrill Lynch World Merrill Lynch World Strategy High total investment return Merrill Lynch Asset
Strategy Fund portfolio Management, L.P.
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BT Equity 500 Index Fund BT Equity 500 Index portfolio Replicate the total return of the Bankers Trust Company
S&P 500 Index
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</TABLE>
Please refer to the prospectus and SAI of EQ Advisors Trust for a more detailed
discussion of investment objectives and strategies, advisers, risk factors and
other information concerning the Trust and its portfolios.
THE FOLLOWING SENTENCE REPLACES THE LAST TWO SENTENCES OF THE THIRD PARAGRAPH
UNDER "RISKS OF INVESTING IN THE FUNDS" ON PAGE 14 OF THE PROSPECTUS;
See the EQ Advisors Trust prospectus for risks and factors and investment
techniques associated with an investment in the Alliance Global, Alliance
Conservative Investors, Alliance Growth Investors, MFS Research, Warburg Pincus
Small Company Value, T. Rowe Price Equity Income, Merrill Lynch World Strategy
and BT Equity 500 Index Funds.
THE FOLLOWING SENTENCE REPLACES THE FIRST SENTENCE OF THE SECOND PARAGRAPH UNDER
"ADDITIONAL INFORMATION ABOUT THE FUNDS - CHANGE OF INVESTMENT OBJECTIVES" ON
PAGE 16 OF THE PROSPECTUS:
The investment objectives of the Alliance Global, Alliance Conservative
Investors and Alliance Growth Investors portfolios can only be changed by a
majority vote of shareholders of those portfolios.
THE FOLLOWING INFORMATION REPLACES THE INFORMATION UNDER "ADDITIONAL INFORMATION
ABOUT THE FUNDS - VOTING RIGHTS" ON PAGES 16 AND 17 OF THE PROSPECTUS:
No voting rights apply to any of the separate accounts or to the Guaranteed
Options. We do, however, have the right to vote shares of the EQ Advisors Trust
held by the funds.
If EQ Advisors Trust holds a meeting of shareholders, we will vote the shares of
the EQ Advisors Trust allocated to the Alliance Global, Alliance Conservative
Investors, Alliance Growth Investors, MFS Research, Warburg Pincus Small Company
Value, T. Rowe Price Equity Income, Merrill Lynch World Strategy and BT Equity
500 Index Funds in accordance
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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 Funds
holding the shares as of the record date for the shareholders meeting. We will
vote the shares for which no instructions have been received in the same
proportion as we vote shares for which we have received instructions. Employers,
participants or trustees will receive: (1) periodic reports relating to the EQ
Advisors Trust and (2)proxy materials, together with a voting instruction form,
in connection with shareholder meetings.
Currently, we control EQ Advisors Trust. The Trust's shares are held by other
separate accounts of ours and by separate accounts of insurance companies
unaffiliated with us. We generally will vote shares held by these separate
accounts which will generally be voted according to the instructions of the
owners of insurance policies and contracts funded through those separate
accounts, thus diluting the effect of your voting instructions.
THE FOLLOWING SENTENCE REPLACES THE LAST SENTENCE UNDER "TRANSFERS AMONG
INVESTMENT OPTIONS" ON PAGE 20 OF THE PROSPECTUS:
Transfers from remaining Funds are permitted at any time except if there is any
delay in redemptions from the corresponding portfolio of EQ Advisors Trust.
THE FOLLOWING SENTENCE REPLACES THE LAST SENTENCE UNDER "DISTRIBUTIONS FROM THE
INVESTMENT OPTIONS - AMOUNTS IN THE FUNDS AND MONEY MARKET GUARANTEE ACCOUNT" ON
PAGE 24 OF THE PROSPECTUS:
Distributions from remaining Funds are permitted at any time except if there is
any delay in redemptions from the corresponding portfolio of EQ Advisors Trust,
as applicable.
THE FOLLOWING PARAGRAPHS REPLACE THE LAST FOUR PARAGRAPHS UNDER "PERFORMANCE
INFORMATION" ON PAGES 26 AND 27 OF THE PROSPECTUS:
Historical results are presented for all funds for the periods during which the
Funds were available under the Program. Hypothetical results also were
calculated for prior periods for the Alliance Global, Alliance Conservative
Investors and Alliance Growth Investors Funds. These became available under the
program on July 1, 1993. The performance figures prior to that date for these
Funds reflect (1) hypothetical performance based on the actual performance of
the Alliance Global, Alliance Conservative Investors and Alliance Growth
Investors portfolios, respectively, from the date each commenced operations and
(2) the deduction of the Program Expense Charge, the financial accounting fee
and the daily accrual of direct expenses attributable to the Alliance Growth
Equity Fund. After July 1, 1993, they reflect actual performance and, for 1993,
annualized actual expenses. See: "Deductions and Charges".
See the attached EQ Advisors Trust prospectus for historical performance
information regarding all portfolios. Such information does not reflect the
Program Expense Charge that would reduce the results shown in the EQ Advisors
Trust prospectus.
EQ Advisors Trust commenced operations on May 1, 1997. For periods prior to
October 18, 1999 the Alliance Global, Alliance Conservative Investors and
Alliance Growth Investors portfolios were part of The Hudson River Trust. On
October 18, 1999, these portfolios became corresponding portfolios of EQ
Advisors Trust and any predecessors that it may have had.
The MFS Research, Warburg Pincus Small Company Value, T. Rowe Price Equity
Income and Merrill Lynch World Strategy Funds became available under the Program
on August 1, 1997. The BT Equity 500 Index Fund became available on July 1,1998.
The BT Equity Index portfolio commenced operations on December 31, 1997.
THE FOLLOWING PARAGRAPH REPLACES THE FIRST TWO PARAGRAPHS UNDER "OTHER EXPENSES
BORNE BY THE FUNDS" ON PAGE 30 OF THE PROSPECTUS:
EQ ADVISORS TRUST ANNUAL EXPENSES. The Alliance Global, Alliance Conservative
Investors and Alliance Growth Investors Funds are indirectly subject to
investment advisory and other expenses charged against assets of the
corresponding portfolios of EQ Advisors Trust. The MFS Research, Warburg Pincus
Small Company Value, T. Rowe Price Equity Income, Merrill Lynch World Strategy
and BT Equity 500 Index Funds are indirectly subject to investment management
and advisory fees, 12b-1 fees and other expenses charged against assets of the
corresponding portfolios of the EQ Advisors Trust. These expenses are described
in the EQ Advisors Trust prospectus accompanying this prospectus.
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THE FOLLOWING SENTENCE REPLACES THE LAST SENTENCE OF THE SECOND PARAGRAPH, AND
ALL REMAINING PARAGRAPHS UNDER "ABOUT THE SEPARATE ACCOUNTS" ON PAGES 34 AND 35
OF THE PROSPECTUS:
EQ Advisors Trust is registered as an open-end management investment company
under the 1940 Act.
(2) THE EQUITABLE COMPANIES INCORPORATED NAME CHANGE
THE FOLLOWING TWO PARAGRAPHS REPLACE THE LAST TWO PARAGRAPHS UNDER "ABOUT
EQUITABLE LIFE" ON THE INSIDE BACK COVER OF THE PROSPECTUS:
Equitable Life is a New York stock life insurance corporation and has been doing
business since 1859. Equitable Life is a wholly-owned subsidiary of AXA
Financial, Inc. The majority shareholder of AXA Financial, Inc. is AXA, a French
insurance holding company. As a majority shareholder, and under its other
arrangements with Equitable Life's parent, AXA exercises significant influence
over the operations and capital structure of Equitable Life and its parent.
Equitable Life's related companies, however, have no legal responsibility to pay
amounts that Equitable Life owes under the Certificates.
AXA Financial, Inc. and its consolidated subsidiaries managed approximately
$390.8 billion in assets as of June 30, 1999. For over 100 years Equitable Life
has 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.
(3) ABOUT OUR YEAR 2000 PROGRESS
THE FOLLOWING INFORMATION REPLACES THE INFORMATION UNDER "ABOUT OUR YEAR 2000
PROGRESS" ON PAGE 35 OF THE PROSPECTUS:
Equitable Life relies upon various computer systems in order to administer your
Certificate and operate the investment options. Some of these systems belong to
service providers who are not affiliated with Equitable Life.
In 1995, Equitable Life began addressing the question of whether its computer
systems would recognize the year 2000 before, on, or after January 1, 2000, and
Equitable Life has identified those of its systems critical to business
operations that were not year 2000 compliant. Equitable Life has completed the
work of modifying or replacing non-compliant systems and has confirmed, through
testing, that its systems are year 2000 compliant, Equitable Life has contacted
third-party vendors and service providers to seek confirmation that they are
acting to address the year 2000 issue with the goal of avoiding any material
adverse effect on services provided to contract owners and on operations of the
investment options. All third-party vendors and service providers considered
critical to Equitable Life's business, and substantially all vendors and service
providers considered non-critical, have provided us confirmation of their year
2000 compliance or a satisfactory plan for compliance. If confirmation is not
received from any of the remaining non-critical vendors or service providers,
the vendor or service providers will be replaced, eliminated or the subject of
contingency plans. Additionally, Equitable Life has supplemented its existing
business continuity and disaster recovery plans to cover certain categories of
contingencies that could arise as a result of year 2000 related failures.
There are many risks associated with year 2000 issues, including the risk that
Equitable Life's computer systems will not operate as intended. Additionally,
there can be no assurance that the system of third parties will be year 2000
compliant. Any significant unresolved difficulty related to the year 2000
compliance initiatives could result in an interruption in, or a failure of,
normal business operations and, accordingly, could have a material adverse
effect on our ability to administer your contract and operate the investment
options.
To the fullest extent permitted by law, the foregoing year 2000 discussion is a
"Year 2000 Readiness Disclosure" within the meaning of The Year 2000 Information
and Readiness Disclosure Act (P.L. 105-271)(1998).
