EXHIBIT (e)(2)(vi)
FORM OF AMENDMENT NO. 5
TO
DISTRIBUTION AGREEMENT
AXA ADVISORS, LLC/CLASS IB SHARES
AMENDMENT NO. 5 to Distribution Agreement ("Amendment No. 5"), dated as
of May 1, 2000, between EQ Advisors Trust, a Delaware business trust (the
"Trust") and AXA Advisors, LLC a Delaware Limited Liability Company (the
"Distributor").
The Trust and the Distributor agree to modify and amend the
Distribution Agreement relating to Class IB Shares dated as of April 14, 1997
(the "Original Agreement"), as amended by Amendment No. 1, dated as of December
9, 1997, Amendment No. 2, dated as of December 31, 1998, Amendment No. 3, dated
as of April 14, 1999 and Amendment No. 4 dated as of August 30, 1999 (the
Original Agreement, together with such Amendments, the "Agreement") as herein
provided. All terms used in this Amendment No. 5, unless defined herein to the
contrary, shall have the meaning given such terms in the Agreement.
1. New Portfolio. The Trust hereby authorizes the Distributor to
participate in the distribution of Class IA Shares of the following new
portfolio (the "New Portfolio") on the terms and conditions contained in the
Agreement:
EQ/Alliance Technology Portfolio
2. Effective Date. The effective date of this Amendment No. 5 shall be
May 1, 2000 with respect to the EQ/Alliance Technology Portfolio.
3. Duration of Agreement. This Agreement shall continue in effect until
May 1, 2001 with respect to the EQ/Alliance Technology Portfolio and thereafter
will continue on a year to year basis with respect to the Portfolio only so long
as the continuance is specifically approved at least annually either by (a) the
Board of Trustees of the Trust or (b) persons having voting rights in respect of
the Trust, by the vote stated in Section 11 of the Original Agreement, voted in
accordance with the provisions contained in the Participation Agreement (as
defined in the Original Agreement); provided, however, 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.
4. Appendix A. Appendix A to the Agreement, setting forth the
Portfolios of the Trust for which the Distributor is authorized to distribute
Class IB Shares, is hereby replaced in its entirety by Appendix A attached
hereto.
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. 5 as of the date first above set forth.
EQ ADVISORS TRUST EQ FINANCIAL CONSULTANTS, INC.
By:___________________________ By:_________________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Trustee Chairman of the Board and
Chief Executive Officer
APPENDIX A
TO
AMENDMENT NO. 5
DISTRIBUTION AGREEMENT
CLASS IB SHARES
Portfolios In Original Agreement:
--------------------------------
EQ/▇▇▇▇▇▇ Growth & Income Value MFS Research Portfolio
Portfolio MFS Emerging Growth Companies Portfolio
EQ/▇▇▇▇▇▇ International Equity Portfolio ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equity
EQ/▇▇▇▇▇▇ Investors Growth Portfolio Portfolio
EQ/▇▇▇▇▇▇ Balanced Portfolio ▇. ▇▇▇▇ Price International Stock Portfolio
▇▇▇▇▇▇▇ ▇▇▇▇▇ World Strategy Portfolio ▇. ▇▇▇▇ Price Equity Income Portfolio
▇▇▇▇▇▇▇ ▇▇▇▇▇ Basic Value Equity Warburg Pincus Small Company Value Portfolio
Portfolio
Portfolios Added by Amendment No. 1:
-----------------------------------
BT Equity 500 Index Portfolio JPM Core Bond Portfolio
BT International Equity Index Portfolio Lazard Small Cap Value Portfolio
BT Small Company Index Portfolio Lazard Large Cap Value Portfolio
Portfolios Added by Amendment No. 2:
-----------------------------------
EQ/Evergreen Foundation Portfolio MFS Growth with Income Portfolio
EQ/Evergreen Portfolio
Portfolios Added by Amendment No. 3:
-----------------------------------
EQ/Alliance Premier Growth Portfolio Capital Guardian U.S. Equity Portfolio
Capital Guardian Research Portfolio Capital Guardian International Portfolio
Portfolios Added by Amendment No. 4:
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▇▇▇▇▇▇▇ Socially Responsible Portfolio Alliance Growth Investors Portfolio
Alliance Aggressive Stock Portfolio Alliance High Yield Portfolio
Alliance Balanced Portfolio Alliance Intermediate Government
Alliance Common Stock Portfolio Securities Portfolio
Alliance Conservative Investors Portfolio Alliance International Portfolio
Alliance Equity Index Portfolio Alliance Money Market Portfolio
Alliance Growth and Income Portfolio Alliance Quality Bond Portfolio
Alliance Global Portfolio Alliance Small Cap Growth Portfolio
Portfolio Added by Amendment No. 5:
-----------------------------------
EQ/Alliance Technology Portfolio
