EXHIBIT 5(E)(2)
FORM OF
AMENDMENT NO. 1 TO
INVESTMENT ADVISORY AGREEMENT
AMENDMENT No. 1, dated as of December __, 1998 ("Amendment No. 1"),
to the INVESTMENT ADVISORY AGREEMENT, dated as of December 9, 1997 ("Original
Agreement"), between EQ Financial Consultants, Inc., a Delaware corporation
("EQ Financial" or the "Manager"), and Massachusetts Financial Services
Company, a Delaware corporation (the "Adviser").
EQ Financial and the Adviser agree as follows:
1. Duration of Agreement. With respect to the Portfolios specified
in Schedule A to the Original Agreement, the Original Agreement will continue
in effect until December 9, 1999, and thereafter will continue annually only so
long as such continuance is specifically approved at least annually by the
Board of Trustees provided that in such event such continuance shall also be
approved by the vote of a majority of the Board of Trustees who are not
interested persons of any party to this Agreement cast in person at a meeting
called for the purpose of voting on such approval.
With respect to MFS Growth with Income Portfolio, as specified in
Schedule A to this Amendment No. 1 to the Original Agreement, the Original
Agreement, as amended, will not continue in effect for a period of more than
two years from the date of execution of this Amendment No. 1 unless such
continuance is approved as specified above.
2. Schedule A. Schedule A to the Original Agreement is replaced in
its entirety by Schedule A attached hereto.
Except as modified and amended hereby, the Original Agreement is
hereby ratified and conformed in full force and effect in accordance with its
terms.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment
No. 1 to the Original Agreement to be executed by their duly authorized
officers as of the date first mentioned above.
EQ FINANCIAL CONSULTANTS, INC. MASSACHUSETTS FINANCIAL SERVICES
COMPANY
By: By:
---------------------------------- --------------------------------
Name: Name:
Title: Title:
APPENDIX A
TO
ADVISORY AGREEMENT
WITH
MASSACHUSETTS FINANCIAL SERVICES COMPANY
Portfolio Advisory Fee
--------- ------------
MFS Research Portfolio 0.40% of the Portfolio's average daily net
assets up to and including $150,000,000
0.375% of the Portfolio's average daily net
assets in excess of $150,000,000 up to and
including $300,000,000
0.35% of the Portfolio's average daily net
assets in excess of $300,000,000
Advisory Fee
------------
MFS Emerging Growth Companies
Portfolio 0.40% of the Portfolio's average daily net
assets up to and including $150,000,000
0.375% of the Portfolio's average daily net
assets in excess of $150,000,000 up to and
including $300,000,000
0.35% of the Portfolio's average daily net
assets in excess of $300,000,000
Advisory Fee
------------
MFS Growth with Income Portfolio 0.40% of the Portfolio's average daily net
assets up to and including $150,000,000
0.375% of the Portfolio's average daily net
assets in excess of $150,000,000 up to and
including $300,000,000
0.35% of the Portfolio's average daily net
assets in excess of $300,000,000
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