EXHIBIT 6(D)(3)
FORM OF
AMENDMENT NO. 2
TO
DISTRIBUTION AGREEMENT
EQUITABLE DISTRIBUTORS, INC. / CLASS IB SHARES
AMENDMENT No. 2 dated as of December ___, 1998 ("Amendment No. 2"),
to Distribution Agreement relating to the Class IB Shares dated as of April 14,
1997 ("Original Agreement") by and between EQ Advisors Trust ("Trust") and
Equitable Distributors, Inc. ("EDI").
The Trust and EDI agree that:
1. Duration of Agreement. With respect to each Portfolio specified
in Schedule 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 (a) 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 or any policies on conflicts adopted by the Board of
Trustees, 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 Schedule 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 Schedule A to this Amendment No. 2 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 the execution of this
Amendment No. 2 unless such continuance is approved as specified above.
2. Schedule A. Schedule A to the Original Agreement and to
Amendment No. 1 to the Original Agreement is replaced in its entirety by
Schedule A 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 EQUITABLE DISTRIBUTORS, INC.
By: By:
---------------------------- ----------------------------
Xxxxx X. Xxxxx Xxxxxx X. Xxxxxx
President and Trustee Chairman of the Board
SCHEDULE A
TO
AMENDMENT NO. 2
TO
DISTRIBUTION AGREEMENT
EQUITABLE DISTRIBUTORS, INC./ CLASS IB SHARES
PORTFOLIOS OF
EQ ADVISORS TRUST
-----------------
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, Xxxxxx 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
