AMENDMENT NO. 2
TO
INVESTMENT MANAGEMENT AGREEMENT
AMENDMENT NO. 2 to Investment Management Agreement ("Amendment No. 2"),
dated as of December 31, 1998, between EQ Advisors Trust, a Delaware business
trust (the "Trust") and EQ Financial Consultants, Inc., a Delaware corporation
("EQ Financial")
The Trust and EQ Financial agree to modify and amend the Investment
Management Agreement (the "Original Agreement") dated as of April 14, 1997
between them, as amended by Amendment No. 1, dated as of December 9, 1997 (the
Original Agreement, together with such Amendment, the "Agreement") as follows:
1. New Portfolios. The Trust hereby appoints EQ Financial as the
investment manager of the MFS Growth with Income Portfolio, the EQ/Evergreen
Foundation Portfolio and the EQ/Evergreen Portfolio (the "New Portfolios) on the
terms and conditions contained in the Agreement.
2. Duration of Agreement.
(a) With respect to each Portfolio specified in Appendix A to the
Original Agreement, the Agreement will continue in effect until April 14, 1999
and may be continued thereafter pursuant to subsection (d) below.
(b) With respect to the JPM Core Bond Portfolio, the BT Small Company
Index Portfolio, the BT International Index Portfolio and the BT Equity 500
Index Portfolio, the Agreement will continue in effect until December 9, 1999
and may be continued thereafter pursuant to subsection (d) below.
(c) With respect to the New Portfolios, the Agreement will continue
in effect until December 31, 2000 and may be continued thereafter pursuant to
subsection (d) below.
(d) With respect to each Portfolio this Agreement shall continue in
effect annually after the date specified in subsection (a), (b) or (c), as the
case may be, only so long as such continuance is specifically approved at least
annually either by the Board of Trustees of the Trust or by a vote of a majority
of the outstanding voting securities of the Trust, provided that in either event
such continuance shall also be approved by a vote of a majority of the Trustees
of the Trust who are not interested persons of any party to the Agreement, cast
in person at a meeting called for the purpose of voting on such approval.
3. Appendix A. Appendix A to the Agreement, setting forth the Portfolios
of the Trust for which EQ Financial is appointed as the investment manager, is
hereby replaced in its entirety by Appendix A attached hereto.
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4. Appendix B. Appendix B to the Agreement, setting forth the fees
payable to EQ Financial with respect to each Portfolio, is hereby replaced in
its entirety by Appendix B attached hereto.
5. Year 2000 Preparedness. EQ Financial warrants and represents that The
Equitable Life Assurance Society of the United States ("Equitable"), EQ
Financial's sole shareholder, has adopted a written plan (the "Plan"), for Year
2000 compliance for the correct operation of its computer systems and the
computer systems, if any, of its subsidiaries, including EQ Financial (the
"Equitable Computer Systems"), that the Plan provides for the identification,
testing and, where appropriate, upgrading of the Equitable Computer Systems in
accordance with reasonable industry standards, so that both the Equitable
Computer Systems and their interfaces with third party computer systems will
function accurately and without interruption before, during and after December
31, 1999, that Equitable is actively in the process of implementing the Plan and
that EQ Financial presently has no reason to believe that the Equitable Computer
Systems and their interfaces with third party computer systems will not be able
to function accurately and without interruption before, during and after such
date. EQ Financial covenants that Equitable will continue to implement the Plan
and take such other steps in a commercially reasonable manner as may be
necessary and appropriate to be Year 2000 compliant in a timely and efficient
manner and will notify the Trust of any Year 2000 compliance problems and the
nature thereof on or before September 1, 1999 if EQ Financial determines that
the Equitable Computer Systems are not or is not likely to be Year 2000
compliant in a timely and efficient manner. The failure of the Equitable
Computer Systems to be Year 2000 compliant shall not be deemed to be a force
majeure event or provide a defense to performance hereunder.
Except as modified and amended hereby, the Agreement is hereby ratified
and confirmed in full force and effect in accordance with its terms.
IN WITNESS WHEREOF, the parties have executed and delivered this
Amendment No. 2 as of the date first above set forth.
EQ ADVISORS TRUST EQ FINANCIAL CONSULTANTS, INC.
By: By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Trustee Chairman of the Board and
Chief Executive Officer
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APPENDIX A
TO
AMENDMENT NO. 2
TO
INVESTMENT MANAGEMENT AGREEMENT
Portfolios
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Portfolios In Original Agreement:
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EQ/▇▇▇▇▇▇ Balanced Portfolio
EQ/▇▇▇▇▇▇ Growth & Income Value Portfolio
EQ/▇▇▇▇▇▇ International Equity Portfolio
EQ/▇▇▇▇▇▇ Investors Growth Portfolio
▇▇▇▇▇▇▇ ▇▇▇▇▇ Basic Value Equity Portfolio
▇▇▇▇▇▇▇ ▇▇▇▇▇ World Strategy Portfolio
MFS Emerging Growth Companies Portfolio
MFS Research Portfolio
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equity Portfolio
▇. ▇▇▇▇ Price Equity Income Portfolio
▇. ▇▇▇▇ Price International Stock Portfolio
Warburg Pincus Small Company Value Portfolio
Portfolios Added by Amendment No. 1:
------------------------------------
BT Equity 500 Index Portfolio
BT International Equity Index Portfolio
BT Small Company Index Portfolio
JPM Core Bond Portfolio
Lazard Large Cap Value Portfolio
Lazard Small Cap Value Portfolio
Portfolios Added by Amendment No. 2:
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EQ/Evergreen Foundation Portfolio
EQ/Evergreen Portfolio
MFS Growth with Income Portfolio
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TO
AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT AGREEMENT
The Trust shall pay the Manager, at the end of each calendar month,
compensation computed daily at an annual rate equal to the following:
Portfolio Management Fee
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BT Equity 500 Index Portfolio .25% of the Portfolio's average daily net assets
BT International Equity Index Portfolio .35% of the Portfolio's average daily net assets
BT Small Company Index Portfolio .25% of the Portfolio's average daily net assets
EQ/Evergreen Foundation Portfolio .63% of the Portfolio's average daily net assets
EQ/Evergreen Portfolio .75% of the Portfolio's average daily net assets
EQ/▇▇▇▇▇▇ Balanced Portfolio .55% of the Portfolio's average daily net assets.
EQ/▇▇▇▇▇▇ Growth & Income Value Portfolio .55% of the Portfolio's average daily net assets.
EQ/▇▇▇▇▇▇ International Equity Portfolio .70% of the Portfolio's average daily net assets.
EQ/▇▇▇▇▇▇ Investors Growth Portfolio .55% of the Portfolio's average daily net assets.
JPM Core Bond Portfolio .45% of the Portfolio's average daily net assets.
Lazard Large Cap Value Portfolio .55% of the Portfolio's average daily net assets.
Lazard Small Cap Value Portfolio .80% of the Portfolio's average daily net assets.
▇▇▇▇▇▇▇ ▇▇▇▇▇ Basic Value Equity Portfolio .55% of the Portfolio's average daily net assets.
▇▇▇▇▇▇▇ ▇▇▇▇▇ World Strategy Portfolio .70% of the Portfolio's average daily net assets.
MFS Growth with Income Portfolio .55% of the Portfolio's average daily net assets.
MFS Emerging Growth Companies Portfolio .55% of the Portfolio's average daily net assets.
MFS Research Portfolio .55% of the Portfolio's average daily net assets.
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equity Portfolio 1.15% of the Portfolio's average daily net assets.
▇. ▇▇▇▇ Price Equity Income Portfolio .55% of the Portfolio's average daily net assets.
▇. ▇▇▇▇ Price International Stock Portfolio .75% of the Portfolio's average daily net assets.
Warburg Pincus Small Company Value Portfolio .65% of the Portfolio's average daily net assets.
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