AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
AMENDMENT NO. 1 to Investment Advisory Agreement ("Amendment No. 1"),
dated as of December 31, 1998, between EQ Financial Consultants, Inc., a
Delaware corporation ("EQ Financial") and Massachusetts Financial Services
Company, a Delaware corporation (the "Adviser").
EQ Financial and the Adviser agree to modify and amend the Investment
Advisory Agreement (the " Agreement") dated as of April 14, 1997 between them as
follows:
1. New Portfolio. EQ Financial hereby appoints the Adviser as the
investment adviser of the MFS Growth with Income Portfolio (the "New Portfolio)
on the terms and conditions contained in the Agreement.
2. Duration of Agreement. Section 9 of the Agreement is replaced in its
entirety as follows:
(a) The Agreement became effective with respect to the MFS Emerging
Growth Companies Portfolio and the MFS Research Portfolio on April 14, 1997 and
will become effective with respect to the New Portfolio on the date of this
Amendment.
(b) The Agreement will continue in effect with respect to the MFS
Emerging Growth Companies Portfolio and the MFS Research Portfolio until April
14, 1999 and may be continued thereafter pursuant to subsection (d) below.
(c) The Agreement will continue in effect with respect to the New
Portfolio until December 31, 2000 and may be continued thereafter pursuant to
subsection (d) below.
(d) With respect to each Portfolio this Agreement shall continue in
effect annually after the date specified in subsection (b) or (c), as the case
may be, only so long as such continuance is specifically approved at least
annually either by the Board of Trustees or by a majority of the outstanding
voting securities of the Portfolio, provided that in either event such
continuance shall also be approved by the vote of a majority of the Trustees of
the EQ Advisors Trust who are not "interested persons" (as defined in the
Investment Company Act) (the "Independent Trustees") of any party to the
Agreement cast in person at a meeting called for the purpose of voting on such
approval. The required shareholder approval of the Agreement or of any
continuance of the Agreement shall be effective with respect to a Portfolio if a
majority of the outstanding voting securities of the series (as defined in Rule
18f-2(h) under the Investment Company Act) of shares of such Portfolio votes to
approve the Agreement or its continuance, notwithstanding that the Agreement or
its continuance may not have been approved by a majority of the outstanding
voting securities of (a) any other portfolio affected by the Agreement or (b)
all the portfolios of the Trust.
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3. Appendix A. Appendix A to the Agreement, setting forth the Portfolios
of the Trust for which the Adviser is appointed as the investment adviser and
the fees payable to the Adviser with respect to each Portfolio, is hereby
replaced in its entirety by Appendix A attached hereto.
4. Ratification. 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. 1 as of the date first above set forth.
EQ FINANCIAL CONSULTANTS, MASSACHUSETTS FINANCIAL
INC. SERVICES COMPANY
By: By:
----------------------------- -----------------------------
Xxxxx X. Xxxxx Name
Executive Vice President Title:
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APPENDIX A
TO
AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
Portfolio Advisory Fee
--------- ------------
MFS Emerging Growth Companies Portfolio .40% of the Portfolio's average
daily net assets up to and including
$150 million; .375% of the
Portfolio's average daily net assets
over $150 million and up to and
including $300 million; and .35% of
the Portfolio's average daily net
assets in excess of $300 million.
MFS Research Portfolio .40% of the Portfolio's average
daily net assets up to and including
$150 million; .375% of the
Portfolio's average daily net assets
over $150 million and up to and
including $300 million; and .35% of
the Portfolio's average daily net
assets in excess of $300 million.
MFS Growth with Income Portfolio .40% of the Portfolio's average
daily net assets up to and including
$150 million; .375% of the
Portfolio's average daily net assets
over $150 million and up to and
including $300 million; and .35% of
the Portfolio's average daily net
assets in excess of $300 million.
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