Exhibit (e)(3)(v)
FORM OF AMENDMENT NO. 4
TO
DISTRIBUTION AGREEMENT
EQ FINANCIAL CONSULTANTS, INC./CLASS IB SHARES
FORM OF AMENDMENT NO. 4 to Distribution Agreement ("Form of Amendment
No. 4"), dated as of ___________, 1999, between EQ Advisors Trust, a Delaware
business trust (the "Trust") and EQ Financial Consultants, Inc., a Delaware
corporation (the "Distributor").
The Trust and the Distributor agree to modify and amend the
Distribution Agreement relating to Class IB Shares dated as of April 14, 1997
(the "Original Agreement"), as amended by Amendment No. 1, dated as of December
9, 1997, and Amendment No. 2, dated as of December 31, 1998, and Amendment No. 3
dated April 30, 1999 (the Original Agreement, together with such Amendments, the
"Agreement") as herein provided. All terms used in this Form of Amendment No. 4,
unless defined herein to the contrary, shall have the meaning given such terms
in the Agreement.
1. New Portfolios. The Trust hereby authorizes the Distributor to
participate in the distribution of Class IB Shares of the Alliance Money Market
Portfolio, Alliance Intermediate Government Securities Portfolio, Alliance
Quality Bond Portfolio, Alliance High Yield Portfolio, Alliance Balanced
Portfolio, Alliance Conservative Investors Portfolio, Alliance Growth Investors
Portfolio, Alliance Common Stock Portfolio, Alliance Equity Index Portfolio,
Alliance Growth And Income Portfolio, Alliance Aggressive Stock Portfolio,
Alliance Small Cap Growth Portfolio, Alliance Global Portfolio, Alliance
International Portfolio (the "New Portfolios") on the terms and conditions
contained in the Agreement.
2. Duration of Agreement. This Agreement shall continue in effect until
________, 2000 with respect to the New Portfolios; until April 30, 2000 with
respect to the EQ/Alliance Premier Growth Portfolio, the Capital Guardian
Research Portfolio, the Capital Guardian U.S. Equity Portfolio and the Capital
Guardian International Portfolio and until April 14, 2000 with respect to all
other Portfolios and thereafter will continue annually with respect only so long
as such continuance is specifically approved at least annually either by (a) the
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 (as
defined in the Original Agreement); provided, however, 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.
3. Appendix A. Appendix A to the Agreement, setting forth the
Portfolios of the Trust for which the Distributor is authorized to distribute
Class IB Shares, is hereby replaced in its entirety by Appendix A attached
hereto.
Except as modified and amended hereby, the Agreement is hereby ratified
and confirmed in full force and effect in accordance with its terms.
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IN WITNESS WHEREOF, the parties have executed and delivered this Form
of Amendment No. 4 as of the date first above set forth.
EQ ADVISORS TRUST EQ FINANCIAL CONSULTANTS, INC.
By: By:
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▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇ Chairman of the Board and
President and Trustee Chief Executive Officer
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APPENDIX A
TO
FORM OF AMENDMENT NO. 4
TO
DISTRIBUTION AGREEMENT
CLASS IB SHARES
Portfolios
Portfolios In Original Agreement:
EQ/▇▇▇▇▇▇ Growth & Income Value Portfolio
EQ/▇▇▇▇▇▇ International Equity Portfolio
EQ/▇▇▇▇▇▇ Investors Growth Portfolio
EQ/▇▇▇▇▇▇ Balanced Portfolio
▇▇▇▇▇▇▇ ▇▇▇▇▇ World Strategy Portfolio
▇▇▇▇▇▇▇ ▇▇▇▇▇ Basic Value Equity Portfolio
MFS Research Portfolio
MFS Emerging Growth Companies Portfolio
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equity Portfolio
▇. ▇▇▇▇ Price International Stock Portfolio
▇. ▇▇▇▇ Price Equity Income Portfolio
Warburg Pincus Small Company Value Portfolio
Portfolios Added by Amendment No. 1:
BT Equity 500 Index Portfolio BT International Equity
Index Portfolio BT Small Company Index Portfolio JPM
Core Bond Portfolio Lazard Small Cap Value Portfolio
Lazard Large Cap Value Portfolio
Portfolios Added by Amendment No. 2:
EQ/Evergreen Foundation Portfolio
EQ/Evergreen Portfolio
MFS Growth with Income Portfolio
Portfolios Added by Amendment No. 3:
EQ/Alliance Premier Growth Portfolio
Capital Guardian Research Portfolio
Capital Guardian U.S. Equity Portfolio
Capital Guardian International Portfolio
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Portfolios Added by Form of Amendment No. 4:
Alliance Money Market Portfolio
Alliance Intermediate Government Securities Portfolio
Alliance Quality Bond Portfolio Alliance High Yield
Portfolio Alliance Balanced Portfolio Alliance
Conservative Investors Portfolio Alliance Growth
Investors Portfolio Alliance Common Stock Portfolio
Alliance Equity Index Portfolio Alliance Growth And
Income Portfolio Alliance Aggressive Stock Portfolio
Alliance Small Cap Growth Portfolio Alliance Global
Portfolio Alliance International Portfolio
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