FORM OF AMENDMENT NO. 3
TO
DISTRIBUTION AGREEMENT
EQUITABLE DISTRIBUTORS, INC. / CLASS IB SHARES
FORM OF AMENDMENT NO. 3 to Distribution Agreement ("Form of Amendment
No. 3"), dated as of April 30, 1999, between EQ Advisors Trust, a Delaware
business trust (the "Trust") AND Equitable Distributors, Inc., a Delaware
corporation (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, and
Amendment No. 2, dated as of December 31, 1998 (the Original Agreement, together
with such Amendments, the "Agreement") as herein provided. All terms used in
this Form of Amendment No. 3, unless defined herein to the contrary, shall have
the meaning given such terms in the Agreement.
1. New Portfolios. The Trust hereby authorizes the Distributor to
participate in the distribution of Class IB Shares of the EQ/Alliance Premier
Growth Portfolio, the Capital Guardian Research Portfolio, the Capital Guardian
U.S. Equity Portfolio and the Capital Guardian International Portfolio (the "New
Portfolios") on the terms and conditions contained in the Agreement.
2. Duration of Agreement. This Agreement shall continue in effect until
April 30, 2000 with respect to the New Portfolios and until April 14, 2000 with
respect to all other Portfolios and thereafter will continue annually with
respect only so long as such 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.
3. 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 Form of
Amendment No. 3 as of the date first above set forth.
EQ ADVISORS TRUST EQUITABLE DISTRIBUTORS, INC.
By: By:
----------------------------- -----------------------------
Xxxxx X. Xxxxx Xxxxxxx X. Xxxxxx
President and Trustee Chairman of the Board and
Chief Executive Officer
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APPENDIX A
TO
FORM OF AMENDMENT NO. 3
TO
DISTRIBUTION AGREEMENT
CLASS IB SHARES
Portfolios
Portfolios In Original Agreement:
---------------------------------
EQ/Xxxxxx Growth & Income Value Portfolio
EQ/Xxxxxx International Equity Portfolio
EQ/Xxxxxx Investors Growth Portfolio
EQ/Xxxxxx Balanced Portfolio
Xxxxxxx Xxxxx World Strategy Portfolio
Xxxxxxx Xxxxx Basic Value Equity Portfolio
MFS Research Portfolio
MFS Emerging Growth Companies Portfolio
Xxxxxx Xxxxxxx Emerging Markets Equity Portfolio
X. Xxxx Price International Stock Portfolio
X. Xxxx Price Equity Income 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 Small Cap Value Portfolio
Lazard Large Cap Value Portfolio
Portfolios Added by Amendment No. 2:
------------------------------------
EQ/Evergreen Foundation Portfolio
EQ/Evergreen Portfolio
MFS Growth with Income Portfolio
Portfolios Added by Form of Amendment No. 3:
--------------------------------------------
EQ/Alliance Premier Growth Portfolio
Capital Guardian Research Portfolio
Capital Guardian U.S. Equity Portfolio
Capital Guardian International Portfolio
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