AMENDMENT NO. 1
TO
INVESTMENT MANAGEMENT AGREEMENT
AMENDMENT, dated as of December 9, 1997 ("Amendment"), 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 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 Agreement, 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, as revised below, the Agreement will
continue in effect for a period more than two years from the date of the
execution of this Amendment No. 1 only so long as such continuance is approved
as specified above.
2. Appendix A. Appendix A 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, 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 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 as of the date first above set forth.
EQ ADVISORS TRUST EQ FINANCIAL CONSULTANTS, INC.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------- ----------------------------
Xxxxx X. Xxxxx Xxxxxxx X. Xxxxxx
President and Trustee Chairman of the Board and
Chief Executive Officer
APPENDIX A
TO
AMENDMENT NO. 1
TO
INVESTMENT MANAGEMENT AGREEMENT
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
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
00000
XXXXXXXX X
TO
AMENDMENT NO. 1 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.
Xxxxxx Xxxxxxx Emerging Markets Equity Portfolio 1.15% of the Portfolio's average daily net assets.
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 .40% of the Portfolio's average daily net assets.
APPENDIX B
TO
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT AGREEMENT
(CONTINUED)
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
