EQ ADVISORS TRUST
ORGANIZATIONAL EXPENSE
REIMBURSEMENT AGREEMENT
This Agreement is made as of the 31st day of December, 1998, by and
between EQ Financial Consultants, Inc. (the "Manager") and EQ Advisors Trust
(the "Trust"), on behalf of the MFS Growth with Income Portfolio, the
EQ/Evergreen Foundation Portfolio and the EQ/Evergreen Portfolio (the "New
Portfolios), each of which is a new series of the Trust.
WHEREAS, the Trust is registered as an open-end diversified management
investment company under the Investment Company Act of 1940, as amended, and
WHEREAS, there have been certain necessary organizational expenses
incurred as a part of such process, which are proper expenses of the New
Portfolios, that have been and will in the future be paid by the Manager and
affiliated companies of the Manager, by reason of the fact that each New
Portfolio was not capitalized when such expenses were incurred (such expenses
hereinafter referred to as "Organizational Expenses");
NOW THEREFORE, in consideration of the promises and mutual covenants
herein contained, it is agreed as follows:
1. Effective as of the initial public offering of shares of each New
Portfolio, the Trust shall be obligated to reimburse and pay to the Manager, or
such affiliated companies of the Manager as the Manager may designate, the
amounts expended and to be expended by the Manager and its affiliates for
Organizational Expenses.
2. Such reimbursements shall be paid by the Trust promptly upon the
demand of the Manager. Upon demand for payment, the Manager shall present copies
of invoices of receipts, copies of canceled checks or other evidence of payment
of the Organizational Expenses for which it is demanding reimbursement from the
Trust.
EQ ADVISORS TRUST
ON BEHALF OF EACH OF THE NEW
PORTFOLIOS
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇
President and Trustee
EQ FINANCIAL CONSULTANTS, INC.
By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇
Executive Vice President
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