EXHIBIT 5(A)(3)
FORM OF
AMENDMENT NO. 2
TO
INVESTMENT MANAGEMENT AGREEMENT
AMENDMENT No. 2, dated as of December 1, 1998 ("Amendment No. 2"),
to the INVESTMENT MANAGEMENT AGREEMENT, dated as of April 14, 1997 ("Original
Agreement"), between EQ Advisors Trust, a Delaware business trust (the "Trust")
and EQ Financial Consultants, Inc., a Delaware corporation ("EQ Financial" or
the "Manager").
The Trust and EQ Financial agree as follows:
1. Duration of Agreement. With respect to each Portfolio specified
in Appendix A to the Original Agreement, the Original Agreement will continue
in effect until April 14, 1999 and thereafter will continue annually 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 Original
Agreement, as amended, cast in person at a meeting called for the purpose of
voting on such approval.
With respect to each new Portfolio specified in Appendix A to
Amendment No. 1 to the Original Agreement, dated December 9, 1997, the Original
Agreement, as amended, will not continue in effect for a period of more than
two years from the date of execution of that Amendment No. 1 unless such
continuance is approved as specified above. Similarly, with respect to each new
Portfolio specified in Appendix A to this Amendment No. 2 to the Original
Agreement, the Original Agreement, as amended, will not continue in effect for
a period more than two years from the date of the execution of this Amendment
No. 2 unless such continuance is approved as specified above.
2. Appendix A. Appendix A to the Original Agreement and to
Amendment No. 1 to the Original 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.
3. Appendix B. Appendix B to the Original Agreement and to
Amendment No. 1 to the Original Agreement setting forth the fees payable to EQ
Financial with respect to each portfolio of the Trust, is hereby replaced in
its entirety by Appendix B attached hereto.
Except as modified and amended hereby, the Original Agreement and
Amendment No. 1 to the Original Agreement are 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:
---------------------------- ---------------------------
Xxxxx X. Xxxxx Xxxxxxx X. Xxxxxx
President and Trustee Chairman of the Board and
Chief Executive Officer
APPENDIX A
TO
AMENDMENT NO. 2
TO
INVESTMENT MANAGEMENT AGREEMENT
PORTFOLIOS
----------
Original Portfolios
-------------------
X. Xxxx Price International Stock Portfolio
X. Xxxx Price Equity Income Portfolio
EQ/Xxxxxx, Growth & Income Value Portfolio
EQ/Xxxxxx International Equity Portfolio
EQ/Xxxxxx Investors Growth Portfolio
EQ/Xxxxxx Balanced Portfolio MFS Research
Portfolio MFS Emerging Growth Companies
Portfolio Xxxxxx Xxxxxxx Emerging Markets
Equity Portfolio Warburg Pincus Small
Company Value Portfolio Xxxxxxx Xxxxx World
Strategy Portfolio Xxxxxxx Xxxxx Basic
Value Equity Portfolio
Amendment No. 1 Additions
-------------------------
Lazard Small Cap Value Portfolio Lazard
Large Cap Value Portfolio JPM Core Bond
Portfolio BT Small Company Index Portfolio
BT International Equity Index Portfolio BT
Equity 500 Index Portfolio
Amendment No. 2 Additions
-------------------------
Evergreen Foundation Portfolio
Evergreen Portfolio
MFS Growth with Income Portfolio
APPENDIX B
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
--------- --------------
X. Xxxx Price International Stock Portfolio .75% of the Portfolio's average daily net assets.
X. Xxxx Price Equity Income Portfolio .55% of the Portfolio's average daily net assets.
EQ/Xxxxxx Growth & Income Value Portfolio .55% of the Portfolio's average daily net assets.
EQ/Xxxxxx International Equity Portfolio .70% of the Portfolio's average daily net assets.
EQ/Xxxxxx Investors Growth Portfolio .55% of the Portfolio's average daily net assets.
EQ/Xxxxxx Balanced Portfolio .55% of the Portfolio's average daily net assets.
MFS Research 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 Growth with Income Portfolio .55% of the Portfolio's average daily net assets.
Xxxxxx Xxxxxxx Emerging Markets Equity 1.15% of the Portfolio's average daily net assets.
Portfolio
Warburg Pincus Small Company Value Portfolio .65% of the Portfolio's average daily net assets.
Xxxxxxx Xxxxx World Strategy Portfolio .70% of the Portfolio's average daily net assets.
Xxxxxxx Xxxxx Basic Value Equity Portfolio .55% of the Portfolio's average daily net assets.
Lazard Small Cap Value Portfolio .80% of the Portfolio's average daily net assets.
Lazard Large Cap Value Portfolio .55% of the Portfolio's average daily net assets.
JPM Core Bond Portfolio .45% of the Portfolio's average daily net assets.
BT Small Company 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 Equity 500 Index Portfolio .25% of the Portfolio's average daily net assets.
Evergreen Foundation Portfolio .63% of the Portfolio's average daily net assets.
Evergreen Portfolio .75% of the Portfolio's average daily net assets.
