FORM OF AMENDMENT NO. 4
TO
INVESTMENT MANAGEMENT AGREEMENT
FORM OF AMENDMENT NO. 4 to Investment Management Agreement ("Amendment
No. 4"), dated as of August 30, 1999, 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 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 and Amendment No. 3 dated as of April 30, 1999 (the
Original Agreement, together with such Amendments, the "Agreement") as follows:
1. New Portfolios. The Trust hereby appoints EQ Financial as the
investment manager of the Alliance Money Market Portfolio, Alliance Intermediate
Government Securities Portfolio, Alliance Quality Bond Portfolio, Alliance High
Yield Portfolio, Alliance Balanced Portfolio, Alliance Conservative Investors
Portfolio, Alliance Growth Investors Portfolio, Alliance Common Stock Portfolio,
Alliance Equity Index Portfolio, Alliance Growth And Income Portfolio, Alliance
Aggressive Stock Portfolio, Alliance Small Cap Growth Portfolio, Alliance Global
Portfolio, Alliance International Portfolio, and ▇▇▇▇▇▇▇ Socially Responsible
Portfolio (collectively, 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,
2000 and may be continued thereafter pursuant to subsection (f) 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 31,
1999 and may be continued thereafter pursuant to subsection (f) below.
(c) With respect to the MFS Growth with Income Portfolio, the
EQ/Evergreen Foundation Portfolio and the EQ/Evergreen Portfolio, the Agreement
will continue in effect until December 31, 2000 and may be continued thereafter
pursuant to subsection (f) below.
(d) With respect to 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 Agreement will
continue in effect until April 30, 2001 and may be continued thereafter pursuant
to subsection (f) below.
(e) With respect to the New Portfolios, the Agreement will
continue in effect until September 1, 2002 and may be continued thereafter
pursuant to subsection (f) below.
(f) With respect to each Portfolio this Agreement shall
continue in effect annually after the date specified in subsection (a), (b), (c)
or (d), 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.
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 represents and warrants 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 as may be necessary and appropriate to be Year 2000
compliant in a timely and efficient manner and will promptly notify the Board of
Trustees of 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. EQ Financial further represents and warrants that
it will provide the Board of Trustees at each Board meeting held during calendar
year 1999 and as appropriate in calendar year 2000 with detailed reports as to
the Year 2000 preparedness of the Equitable Computer Systems. 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. 4 as of the date first above set forth.
EQ ADVISORS TRUST EQ FINANCIAL CONSULTANTS, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------- -------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Trustee Chairman of the Board and
Chief Executive Officer
APPENDIX A
TO
FORM OF AMENDMENT NO. 4
TO
INVESTMENT MANAGEMENT AGREEMENT
Portfolios
Portfolios In Original Agreement:
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:
EQ/Evergreen Foundation Portfolio
EQ/Evergreen Portfolio
MFS Growth with Income Portfolio
Portfolios Added by Amendment No. 3:
EQ/Alliance Premier Growth Portfolio
Capital Guardian Research Portfolio
Capital Guardian U.S. Equity Portfolio
Capital Guardian International Portfolio
Portfolios Added by Form of Amendment No. 4:
Alliance Money Market Portfolio
Alliance Intermediate Government Securities Portfolio
Alliance Quality Bond Portfolio
Alliance High Yield Portfolio
Alliance Balanced Portfolio
Alliance Conservative Investors Portfolio
Alliance Growth Investors Portfolio
Alliance Common Stock Portfolio
Alliance Equity Index Portfolio
Alliance Growth And Income Portfolio
Alliance Aggressive Stock Portfolio
Alliance Small Cap Growth Portfolio
Alliance Global Portfolio
Alliance International Portfolio
▇▇▇▇▇▇▇ Socially Responsible Portfolio
APPENDIX B
TO
FORM OF AMENDMENT NO. 4
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
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/Alliance Premier Growth Portfolio .90% of the Portfolio's average daily net assets
Capital Guardian International Portfolio .75% of the Portfolio's average daily net assets
Capital Guardian Research Portfolio .65% of the Portfolio's average daily net assets
Capital Guardian U.S. Equity Portfolio .65% 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
▇▇▇▇▇▇▇ Socially Responsible Portfolio .65% of the Portfolio's average net daily assets
Alliance Money Market Portfolio .35% of the Portfolio's average net daily assets
Alliance Intermediate Government Securities Portfolio .50% of the Portfolio's average net daily assets
Alliance Quality Bond Portfolio .53% of the Portfolio's average net daily assets
Alliance High Yield Portfolio .60% of the Portfolio's average net daily assets
Alliance Balanced Portfolio .41% of the Portfolio's average net daily assets
Alliance Conservative Investors Portfolio .48% of the Portfolio's average net daily assets
Alliance Growth Investors Portfolio .51% of the Portfolio's average net daily assets
Alliance Common Stock Portfolio .36% of the Portfolio's average net daily assets
Alliance Equity Index Portfolio .31% of the Portfolio's average net daily assets
Alliance Growth And Income Portfolio .55% of the Portfolio's average net daily assets
Alliance Aggressive Stock Portfolio .54% of the Portfolio's average net daily assets
Alliance Small Cap Growth Portfolio .90% of the Portfolio's average net daily assets
Alliance Global Portfolio .64% of the Portfolio's average net daily assets
Alliance International Portfolio .90% of the Portfolio's average net daily assets
