EXHIBIT 6(B)(3)
FORM OF
AMENDMENT NO. 2
TO
DISTRIBUTION AGREEMENT
EQ FINANCIAL CONSULTANTS, INC. / CLASS 1B SHARES
AMENDMENT No. 2 dated as of December ___, 1998 ("Amendment No. 2"),
to the Distribution Agreement relating to the Class IB Shares dated as of April
14, 1997 ("Original Agreement") by and between EQ Advisors Trust ("Trust") and
EQ Financial Consultants, Inc. ("EQ Financial").
The Trust and EQ Financial 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 EQ FINANCIAL CONSULTANTS, INC.
By: By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
President and Trustee Chairman of the Board and
Chief Executive Officer
SCHEDULE A
TO
AMENDMENT NO. 2
TO
DISTRIBUTION AGREEMENT
CLASS IB SHARES
PORTFOLIOS OF
EO ADVISORS TRUST
-----------------
Original Portfolios
-------------------
▇. ▇▇▇▇ Price International Stock
Portfolio ▇. ▇▇▇▇ Price Equity Income
Portfolio EQ/▇▇▇▇▇▇ Growth & Income
Value Portfolio EQ/▇▇▇▇▇▇ International
Equity Portfolio EQ/▇▇▇▇▇▇ Investors
Growth Portfolio EQ/▇▇▇▇▇▇ Balanced
Portfolio MFS Research Portfolio MFS
Emerging Growth Companies Portfolio
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equity
Portfolio Warburg Pincus Small Company
Value Portfolio ▇▇▇▇▇▇▇ ▇▇▇▇▇ World
Strategy Portfolio ▇▇▇▇▇▇▇ ▇▇▇▇▇ 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
