AMENDMENT NO. 2
TO
DISTRIBUTION AGREEMENT
EQUITABLE DISTRIBUTORS, INC. / CLASS 1A SHARES
AMENDMENT NO. 2 to Distribution Agreement ("Amendment No. 2"), dated as
of December 31, 1998, 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 1A Shares (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 herein provided. All terms used in this Amendment No. 2, 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 1A Shares of the MFS Growth with Income
Portfolio, the Evergreen Foundation Portfolio and the Evergreen Portfolio (the
"New Portfolios) on the terms and conditions contained in the Agreement.
2. Duration of Agreement as to New Portfolios This Agreement shall
continue in effect until December 31, 1999 with respect to the New 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) or any policies on conflicts adopted by the
Board of Trustees; 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 1A
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. 2 as of the date first above set forth.
EQ ADVISORS TRUST EQUITABLE DISTRIBUTORS, INC.
By: By:
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President and Trustee Chairman of the Board and
Chief Executive Officer
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