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Registration Nos. 333-17217
811-07953
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 29, 1997.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-1A
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933 /x/
Pre-Effective Amendment No. / /
Post-Effective Amendment No. 4 /x/
and/or
REGISTRATION STATEMENT UNDER THE
INVESTMENT COMPANY ACT OF 1940 /x/
Amendment No. 6 /x/
(Check appropriate box or boxes)
EQ ADVISORS TRUST
(formerly 787 Trust)
(Exact name of registrant as specified in charter)
1290 Avenue of the Americas
New York, New York 10104
(Address of principal executive offices)
Registrant's Telephone Number, including area code: (212) 554-1234
Peter D. Noris, Executive Vice President and
Chief Investment Officer
The Equitable Life Assurance Society of the United States
1290 Avenue of the Americas
New York, New York 10104
(Name and address of agent for service)
Please send copies of all communications to:
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Jane A. Kanter Mary P. Breen
Dechert Price & Rhoads Vice President & Associate General Counsel
1500 K Street, N.W. The Equitable Life Assurance Society of the United
Suite 500 States
Washington, D.C. 20005 1290 Avenue of the Americas
New York, New York 10104
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It is proposed that this filing will become effective:
___X__ immediately upon filing pursuant to paragraph (b)
_____ on [date] pursuant to paragraph (b)
_____ 60 days after filing pursuant to paragraph (a)
_____ on [date] pursuant to paragraph (a) of Rule 485
_____ 75 days after filing pursuant to paragraph (a)
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EQ ADVISORS TRUST
Contents of Registration Statement
This registration statement consists of the following papers and documents:
Cover Sheet
Contents of Registration Statement
Cross Reference Sheet
Part A - Prospectuses
Part B - Statement of Additional Information
Part C - Other Information
Signature Page
Exhibits
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CROSS REFERENCE SHEET
POST-EFFECTIVE AMENDMENT NO. 4
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PART A. ITEM NO. AND CAPTIONS CAPTION IN PROSPECTUS
1. Cover Page Cover Page
2. Synopsis Not Applicable
3. Condensed Financial Information Not Applicable
4. General Description of Registrant The Trust; Description of the Trust
and Trust's Shares -- The Trust
5. Management of the Fund Management of the Trust
5A. Management's Discussion of Fund Performance Not Applicable
6. Capital Stock and Other Securities Dividends, Distributions And Taxes
7. Purchase of Securities Being Offered Description of the Trust and Trust's Shares -
Purchase and Redemption of Shares
8. Redemption or Repurchase Description of the Trust and Trust's Shares -
Purchase and Redemption of Shares
9. Pending Legal Proceedings Not Applicable
PART B. ITEM NO. AND CAPTIONS CAPTION IN STATEMENT OF ADDITIONAL INFORMATION
10. Cover Page Cover Page
11. Table of Contents Table of Contents
12. General Information and History General Information and History
13. Investment Objectives and Policies Description of Certain Securities In Which the
Portfolios May Invest; Investment Restrictions
14. Management of the Fund Management of the Trust
15. Control Persons and Principal Holders of General Information and History
Securities
16. Investment Advisory and Other Services Investment Management and Other
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Services
17. Brokerage Allocation and Other Practices Brokerage Allocation
18. Capital Stock and Other Securities General Information and History
19. Purchase, Redemption, and Pricing of Securities Purchase and Pricing of Securities; Redemption
Being Offered of Shares
20. Tax Status Certain Tax Considerations
21. Underwriters Investment Management and Other Services
22. Calculation of Performance Data Not Applicable
23. Financial Statements Financial Statements
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PART C Information required to be included in Part C is set forth
under the appropriate item, so numbered, in Part C of this
Registration Statement.
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PARTS A and B
Pursuant to Rule 411 under the Securities Act of 1933, as amended, and Rules
0-4 and 8b-23 under the Investment Company Act of 1940, as amended, the
information required to be included in Part A and Part B of this Registration
Statement is incorporated by reference to the Prospectus and Statement of
Additional Information included in Post-Effective Amendment No. 3 as filed in
electronic format via EDGAR with the Securities and Exchange Commission on
October 31, 1997 (File Nos. 333-17217 and 811-07953). In addition, the
Registrant's unaudited Semi-Annual Report is incorporated herein by reference
to the unaudited Semi-Annual Report dated June 30, 1997, as filed in electronic
format via EDGAR with the Securities and Exchange Commission on August 25, 1997
(File No. 811-07953). This Amendment does not delete, amend, or supersede any
information contained in the Registration Statement, except to the extent
provided herein.
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PART C: OTHER INFORMATION
Item 24. Financial Statements and Exhibits
(a) Financial Statements: The information in response to Item 24 (b) is
incorporated herein by reference from the filing of the unaudited Semi-Annual
Report made with the Commission on August 25, 1997.
Part A - Prospectus:
Financial Highlights
Part B - Statement of Additional Information:
Semi-Annual Report to Shareholders for the period ended June
30, 1997.
(b) Exhibits:
1(a). Agreement and Declaration of Trust.1
1(b). Amended and Restated Agreement and Declaration of Trust.2
1(c). Certificate of Trust.1
1(d). Certificate of Amendment.2
2. By-Laws of the Trust.1
3. Not applicable.
4. None other than Exhibit 1.
5(a)(1). Investment Management Agreement between EQ Advisors Trust
and EQ Financial Consultants, Inc. dated April 14, 1997 and
Appendices A and B dated April 14, 1997.4
5(a)(2). Amendment No. 1 dated December 9, 1997 to Investment
Management Agreement between EQ Advisors Trust and EQ
Financial Consultants, Inc. dated April 14, 1997 and
Appendices A and B dated April 14, 1997.
5(b). Investment Advisory Agreement between EQ Financial
Consultants, Inc. and T. Rowe Price Associates, Inc. dated
April, 1997 and Appendix A dated April, 1997.4
5(c). Investment Advisory Agreement between EQ Financial
Consultants, Inc. and Rowe Price-Fleming International, Inc.
dated April, 1997 and Appendix A dated April, 1997.4
5(d). Investment Advisory Agreement between, EQ Financial
Consultants, Inc. and Putnam Investment Management, Inc.
dated April, 1997 and Appendix A dated April, 1997.4
5(e). Investment Advisory Agreement between, EQ Financial
Consultants, Inc. and Massachusetts Financial Services
Company dated April, 1997 and Appendix A dated April, 1997.4
5(f). Investment Advisory Agreement between EQ Financial
Consultants, Inc. and Morgan Stanley Asset Management Inc.
dated April, 1997 and Appendix A dated April, 1997.4
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5(g). Investment Advisory Agreement between EQ Financial
Consultants, Inc. and Warburg, Pincus Counsellors, Inc.
dated April, 1997 and Appendix A dated April, 1997.4
5(h). Investment Advisory Agreement between EQ Financial
Consultants, Inc. and Merrill Lynch Asset Management, L.P.
dated April, 1997 and Appendix A dated April, 1997.4
5(i). Investment Advisory Agreement between EQ Financial
Consultants, Inc. and Lazard Freres & Co. LLC dated
December 9, 1997.
5(j). Investment Advisory Agreement between EQ Financial
Consultants, Inc. and J.P. Morgan Investment Management Inc.
dated December 9, 1997 and Appendix A dated December 9,
1997.
5(k). Investment Advisory agreement between EQ Financial
Consultants, Inc. and Bankers Trust Global Investment
Management, a unit of Bankers Trust Company, dated December
9, 1997.
6(a)(1). Distribution Agreement between EQ Advisors Trust and EQ
Financial Consultants, Inc. with respect to the Class 1A
shares dated April 14, 1997 and Schedule A dated April 14,
1997.4
6(a)(2). Amendment No. 1 dated December 9, 1997 to the Distribution
Agreement between EQ Advisors Trust and EQ Financial
Consultants, Inc. with respect to the Class 1A shares dated
April 14, 1997 and Schedule A dated April 14, 1997.
6(b)(1). Distribution Agreement between EQ Advisors Trust and EQ
Financial Consultants, Inc. with respect to the Class 1B
shares dated April 14, 1997 and Schedule A dated April 14,
1997.4
6(b)(2). Amendment No. 1 dated December 9, 1997 to the Distribution
Agreement between EQ Advisors Trust and EQ Financial
Consultants, Inc. with respect to the Class 1B shares dated
April 14, 1997 and Schedule A dated April 14, 1997.
6(c)(1). Distribution Agreement between EQ Advisors Trust and
Equitable Distributors, Inc. with respect to the Class 1A
shares dated April 14, 1997 and Schedule A dated April 14,
1997.4
6(c)(2). Amendment No. 1 dated December 9, 1997 to the Distribution
Agreement between EQ Advisors Trust and Equitable
Distributors, Inc. with respect to the Class 1A shares dated
April 14, 1997 and Schedule A dated April 14, 1997.
6(d)(1). Distribution Agreement between EQ Advisors Trust and
Equitable Distributors, Inc. with respect to the Class 1B
shares dated April 14, 1997 and Schedule A dated April 14,
1997.4
6(d)(2). Amendment No. 1 dated December 9, 1997 to the Distribution
Agreement between EQ Advisors Trust and Equitable
Distributors, Inc. with respect to the Class 1B shares dated
April 14, 1997 and Schedule A dated April 14, 1997.
7. Form of Deferred Compensation Plan.3
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8(a)(1). Custody Agreement between EQ Advisors Trust and North
American Insurance Securities Division of the Chase
Manhattan Bank dated April 17, 1997 and Appendix A dated
April 17, 1997.4
8(a)(2). Amendment No. 1 dated December 9, 1997 to the Custody
Agreement between EQ Advisors Trust and North American
Insurance Securities Division of the Chase Manhattan Bank
dated April 17, 1997 and Appendix A dated April 17, 1997.
9(a). Mutual Fund Services Agreement between EQ Advisors Trust and
Chase Global Funds Services Company dated April 25, 1997 and
Schedule A dated April 25, 1997.4
9(b)(1). Expense Limitation Agreement between EQ Advisors Trust and
EQ Financial Consultants, Inc. dated April 14, 1997 and
Schedule A dated April 14, 1997.4
9(b)(2). Amendment No. 1 dated December 9, 1997 to the Expense
Limitation Agreement between EQ Advisors Trust and EQ
Financial Consultants, Inc. dated April 14, 1997 and
Schedule A dated April 14, 1997.
9(c)(1). Organizational Expense Reimbursement Agreement between EQ
Advisors Trust, on behalf of each series of the Trust except
for the Lazard Large Cap Value Portfolio, Lazard Small Cap
Value Portfolio, and the JPM Core Bond Portfolio, BT Small
Company Index Portfolio, BT International Equity Index
Portfolio and BT Equity 500 Index Portfolio and EQ Financial
Consultants, Inc. dated April 14, 1997.4
9(c)(2). Organizational Expense Reimbursement Agreement between EQ
Advisors Trust, on behalf of the Lazard Large Cap Value
Portfolio, Lazard Small Cap Value Portfolio, and JPM Core
Bond Portfolio, BT Small Company Index Portfolio, BT
International Equity Index Portfolio, and BT Equity 500
Index Portfolio and EQ Financial Consultants, Inc. dated
December 9, 1997.4
9(d)(1). Participation Agreement dated April 14, 1997 and Schedule B
dated April 14, 1997.4
9(d)(2). Amendment No. 1 dated December 9, 1997 to the Participation
Agreement dated April 14, 1997 and Schedule B dated
April 14, 1997.
9(e). License Agreement Relating to Use of Name between Merrill
Lynch & Co., Inc., and EQ Advisors Trust dated April 28,
1997.4
10(a). Opinion and Consent of Katten Muchin & Zavis regarding the
legality of the securities being registered.1
10(b). Opinion and Consent of Dechert, Price & Rhoads regarding the
legality of the securities being registered with respect to
the Lazard Large Cap Value Portfolio, Lazard Small Cap Value
Portfolio, and JPM Core Bond Portfolio.5
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10(c). Opinion and Consent of Dechert, Price & Rhoads regarding the
legality of the securities being registered with respect to
the BT Small Company Index Portfolio, BT International
Equity Index Portfolio, and BT Equity 500 Index Portfolio.6
11. Consent of Price Waterhouse, LLP, Independent Public
Accountants.
12. Not applicable.
13. Stock Subscription Agreement between the Trust, on behalf of
the T. Rowe Price Equity Income Portfolio, and Separate
Account FP.3
14. Not Applicable.
15. Distribution Plan Pursuant to Rule 12b-1 for the Trust's
Class 1B shares.4
16. Not Applicable.
18. Plan Pursuant to Rule 18f-3 under the 1940 Act.4
19. Not Applicable.
20. Power of Attorney.3
27. Financial Data Schedule.
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1 Incorporated herein by reference to Registrant's Registration
Statement on Form N-1A filed on December 3, 1996 (File No.
333-17217).
2 Incorporated herein by reference to Registrant's Registration
Statement on Form N-1A filed on January 23, 1997 (File No.
333-17217).
3 Incorporated herein by reference to Registrant's Registration
Statement on Form N-1A filed on April 7, 1997 (File No. 333-17217).
4 Incorporated herein by reference to Registrant's Registration
Statement on Form N-1A filed on August 28, 1997 (File No. 333-17217).
5 Incorporated herein by reference to Registrant's Registration
Statement on Form N-1A filed on October 15, 1997 (File No.
333-17217).
6 Incorporated herein by reference to Registrant's Registration
Statement on Form N-1A filed on October 31, 1997 (File No.
333-17217).
Item 25 Persons Controlled by or under Common Control with
Registrant
The Equitable Life Assurance Society of the United States
("Equitable") controls the Trust by virtue of its ownership of 100% of the
Trust's shares as of September 30, 1997. All EQ Advisors Trust shareholders are
required to solicit instructions from their respective contract owners as to
certain matters. EQ Advisors Trust may in the future offer its shares to
insurance companies unaffiliated with Equitable Life.
On July 22, 1992, Equitable converted from a New York mutual life
insurance company to a publicly-owned New York stock life insurance company. At
that time Equitable became a wholly-owned subsidiary of The Equitable Companies
Incorporated ("Holding Company"). The Holding Company
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continues to own 100% of Equitable's common stock as well as approximately
80.2% of the common stock of Donaldson, Lufkin & Jenrette, Inc., a registered
broker-dealer.
AXA, a French insurance holding company, currently owns approximately
63.9% of the outstanding voting shares of common stock of The Equitable
Companies. As majority shareholder of the Equitable Companies, AXA is able to
exercise significant influence over the operations and capital structure of The
Equitable Companies, Equitable and their subsidiaries. AXA is the holding
company for an international group of insurance and related financial services
companies. AXA is the second largest insurance group in the world based on
worldwide revenues in 1996 and also the world's largest insurer-based
investment manager with over $500 billion in assets under management. AXA is
also engaged in asset management, investment banking, securities trading and
other financial services activities principally in the United States, as well
as in Western Europe and the Asia Pacific area.
Item 26. Number of Holders of Securities
NUMBER OF RECORD HOLDERS
TITLE OF CLASS AS OF OCTOBER 1, 1997
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Class IA Shares of beneficial interest None
Class IB Shares of beneficial interest 1
Item 27. Indemnification
Article VII, Section 2 of the Trust's Declaration of Trust of EQ
Advisors Trust ("Trust") states, in relevant part, that a "Trustee, when acting
in such capacity, shall not be personally liable to any Person, other than the
Trust or a Shareholder to the extent provided in this Article VII, for any act,
omission or obligation of the Trust, of such Trustee or of any other Trustee.
The Trustees shall to be responsible or liable in any event for any neglect or
wrongdoing of any officer, agent, employee, Manager, or Principal Underwriter
of the Trust. The Trust shall indemnify each Person who is serving or has
served at the Trust's request as a director, officer, trustee, employee, or
agent of another organization in which the Trust has any interest as a
shareholder, creditor, or otherwise to the extent and in the manner provided in
the By-Laws." Article VII, Section 4 of the Trust's Declaration of Trust
further states, in relevant part, that the "Trustees shall be entitled and
empowered to the fullest extent permitted by law to purchase with Trust assets
insurance for liability and for all expenses reasonably incurred or paid or
expected to be paid by a Trustee, officer, employee, or agent of the Trust in
connection with any claim, action, suit, or proceeding in which he or she may
become involved by virtue of his or her capacity or former capacity as a
Trustee of the Trust."
Article VI, Section 2 of the Trust's By-Laws states, in relevant
part, that the "[s]ubject to the exceptions and limitations contained in
Section 3 of this Article VI, every [Trustee, officer, employee or other agent
of the Trust] shall be indemnified by the Trust to the fullest extent permitted
by law against all liabilities and against all expenses reasonably incurred or
paid by him or her in connection with any proceeding in which he or she becomes
involved as a party or otherwise by virtue of his or her being or having been
an agent." Article VI, Section 3 of the Trust's By-Laws further states, in
relevant part, that "[n]o indemnification shall be provided hereunder to [a
Trustee, officer, employee or other agent of the Trust]: (a) who shall have
been adjudicated, by the court or other body before which the proceeding was
brought, to be liable to the Trust or its Shareholders by reason of willful
misfeasance, bad faith, gross negligence or reckless disregard of the duties
involved in the conduct of his or her office (collectively, "disabling
conduct"); or (b) with respect to any proceeding disposed of (whether by
settlement, pursuant to a consent decree or otherwise) without an adjudication
by the court or other body before which the proceeding was brought that such
[Trustee, officer, employee or other agent of the Trust] was liable to the
Trust or its Shareholders by reason of disabling conduct, unless there has been
a determination that such [Trustee, officer, employee or other agent of the
Trust] did not engage in disabling conduct: (i) by the court or other body
before which the proceeding was brought; (ii) by at least a majority of those
Trustees who
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are neither Interested Persons of the Trust nor are parties to the proceeding
based upon a review of readily available facts (as opposed to a full trial-type
inquiry); or (iii) by written opinion of independent legal counsel based upon a
review of readily available facts (as opposed to a full trial-type inquiry);
provided, however, that indemnification shall be provided hereunder to [a
Trustee, officer, employee or other agent of the Trust] with respect to any
proceeding in the event of (1) a final decision on the merits by the court or
other body before which the proceeding was brought that the [Trustee, officer,
employee or other agent of the Trust] was not liable by reason of disabling
conduct, or (2) the dismissal of the proceeding by the court or other body
before which it was brought for insufficiency of evidence of any disabling
conduct with which such [Trustee, officer, employee or other agent of the
Trust] has been charged." Article VI, Section 4 of the Trust's By-Laws also
states that the "rights of indemnification herein provided (i) may be insured
against by policies maintained by the Trust on behalf of any [Trustee, officer,
employee or other agent of the Trust], (ii) shall be severable, (iii) shall not
be exclusive of or affect any other rights to which any [Trustee, officer,
employee or other agent of the Trust] may now or hereafter be entitled and (iv)
shall inure to the benefit of [such party's] heirs, executors and
administrators."
UNDERTAKING
Insofar as indemnification for liability arising under the Securities
Act of 1933 (the "Act") may be permitted to trustees, officers and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a trustee, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such trustee, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
Item 28. Business and Other Connections of the Manager and Advisers
The description of EQ Financial Consultants, Inc. under the caption of
"Management of the Trust" in the Prospectus and under the caption "Investment
Management and Other Services" in the Statement of Additional Information
constituting Parts A and B, respectively, of this Registration Statement are
incorporated by reference herein.
The information as to the directors and officers of EQ Financial Consultants,
Inc. is set forth in EQ Financial Consultants, Inc.'s Form ADV filed with the
Securities and Exchange Commission on July 1, 1996 (File No. 801-14065) and
amended through the date hereof, is incorporated by reference.
The information as to the directors and officers of T. Rowe Price Associates,
Inc., is set forth in T. Rowe Price Associates, Inc.'s Form ADV filed with the
Securities and Exchange Commission on March 29, 1996 (File No. 801-00856) and
amended through the date hereof, is incorporated by reference.
The information as to the directors and officers of Rowe Price-Fleming
International, Inc. is set forth in Rowe Price-Fleming International, Inc.'s
Form ADV filed with the Securities and Exchange Commission on March 29, 1996
(File No. 801-14713) and amended through the date hereof, is incorporated by
reference.
The information as to the directors and officers of Putnam Investment
Management, Inc. is set forth in Putnam Investment Management, Inc.'s Form ADV
filed with the Securities and Exchange Commission on April 2, 1996 (File No.
801-07974) and amended through the date hereof, is incorporated by reference.
The information as to the directors and officers of Massachusetts Financial
Services Company is set forth in Massachusetts Financial Services Company's
Form ADV filed with the Securities and Exchange Commission on May 23, 1996
(File No. 801-17352) and amended through the date hereof, is incorporated by
reference.
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The information as to the directors and officers of Morgan Stanley Asset
Management Inc. is set forth in Morgan Stanley Asset Management Inc.'s Form ADV
filed with the Securities and Exchange Commission on July 8, 1996 (File No.
801-15757) and amended through the date hereof, is incorporated by reference.
The information as to the directors and officers of Warburg, Pincus
Counsellors, Inc. is set forth in Warburg, Pincus Counsellors, Inc.'s Form ADV
filed with the Securities and Exchange Commission on April 4, 1996 (File No.
801-07321) and amended through the date hereof, is incorporated by reference.
The information as to the directors and officers of Merrill Lynch Asset
Management L.P. is set forth in Merrill Lynch Asset Management, L.P.'s Form ADV
filed with the Securities and Exchange Commission on November 18, 1996 (File
No. 801-11583) and amended through the date hereof, is incorporated by
reference.
The information as to the directors and officers of Lazard Asset Management (a
division of Lazard Freres & Co. LLC) is set forth in Lazard Freres & Co. LLC's
Form ADV filed with the Securities and Exchange Commission on June 9, 1997
(File No. 801-6568) and amended through the date hereof, is incorporated by
reference.
The information as to the directors and officers of the J.P. Morgan Investment
Management Inc. is set forth in the J.P. Morgan Investment Management Inc.'s
Form ADV filed with the Securities and Exchange Commission on January 24, 1997
(File No. 801-21011) and amended through the date hereof, is incorporated by
reference.
The information as to the directors and officers of Bankers Trust Company is
set forth below. To the knowledge of the Trust, none of the directors or
officers of Bankers Trust, except those set forth below, is or has been at
anytime during the past two fiscal years engaged in any other business,
profession, vocation or employment of a substantial nature, except that certain
directors and officers also hold various positions with and engage in business
for Bankers Trust New York Corporation. Set forth below are the names and
principal businesses of the directors and officers of Bankers Trust who are or
during the past two fiscal years have been engaged in any other business,
profession, vocation or employment of a substantial nature. These persons may
be contacted c/o Bankers Trust Company, 130 Liberty Street, New York, New York
10006.
George B. Beitzel, International Business Machines Corporation, Old Orchard
Road, Armonk, NY 10504. Director, Bankers Trust Company; Retired senior vice
president and Director, International Business Machines Corporation; Director,
Computer Task Group; Director, Phillips Petroleum Company; Director, Caliber
Systems, Inc. (formerly, Roadway Services Inc.); Director, Rohm and Haas
Company; Director, TIG Holdings; Chairman emeritus of Amherst College; and
Chairman of the Colonial Williamsburg Foundation.
Richard H. Daniel, Bankers Trust Company, 130 Liberty Street, New York, New
York 10006. Vice chairman and chief financial officer, Bankers Trust Company
and Bankers Trust New York Corporation; Beneficial owner, general partner,
Daniel Brothers, Daniel Lingo & Assoc., Daniel Pelt & Assoc.; Beneficial owner,
Rhea C. Daniel Trust.
Philip A. Griffiths, Bankers Trust Company, 130 Liberty Street, New York, New
York 10006. Director, Institute for Advanced Study; Director, Bankers Trust
Company; Chairman, Committee on Science, Engineering and Public Policy of the
National Academies of Sciences and Engineering & the Institute of Medicine; and
Chairman and member, Nominations Committee and Committee on Science and
Engineering Indicators, National Science Board; Trustee, North Carolina School
of Science and Mathematics and the Woodward Academy.
William R. Howell, J.C. Penney Company, Inc., P.O. Box 10001, Plano, TX
75301-0001. Chairman Emeritus, J.C. Penney Company, Inc.; Director, Bankers
Trust Company; Director, Exxon Corporation;
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Director, Halliburton Company; Director, Warner-Lambert Corporation; Director,
The Williams Companies, Inc.; and Director, National Retail Federation.
Vernon E. Jordan, Jr., Akin, Gump, Strauss, Hauer & Feld, LLP, 1333 New
Hampshire Ave., N.W., Washington, DC 20036. Senior Partner, Akin, Gump,
Strauss, Hauer & Feld, LLP; Director, Bankers Trust Company; Director, American
Express Company; Director, Dow-Jones, Inc.; Director, J.C. Penney Company,
Inc.; Director, Revlon Group Incorporated; Director, Ryder System, Inc.;
Director, Sara Lee Corporation; Director, Union Carbide Corporation; Director,
Xerox Corporation; Trustee, Brookings Institution; Trustee, The Ford
Foundation; and Trustee, Howard University.
David Marshall, 130 Liberty Street, New York, New York 10006. Chief Information
Officer and Executive Vice President, Bankers Trust New York Corporation;
Senior Managing Director, Bankers Trust Company.
Hamish Maxwell, Philip Morris Companies Inc., 120 Park Avenue, New York, NY
1006. Retired Chairman and Chief Executive Officer, Philip Morris Companies
Inc.; Director, Bankers Trust Company; Director, The News Corporation Limited;
Director, Sola International Inc.; and Chairman, WWP Group pic.
Frank N. Newman, Bankers Trust Company, 130 Liberty Street, New York, New York
10006. Chairman of the Board, Chief Executive Officer and President, Bankers
Trust New York Corporation and Bankers Trust Company; Director, Bankers Trust
Company; Director, Dow-Jones, Inc.; and Director, Carnegie Hall.
N.J. Nicholas, Jr., 745 Fifth Avenue, New York, NY 10020. Director, Bankers
Trust Company; Director, Boston Scientific Corporation; and Director, Xerox
Corporation.
Russell E. Palmer, The Palmer Group, 3600 Market Street, Suite 530,
Philadelphia, PA 19104. Chairman and Chief Executive Officer of The Palmer
Group; Director, Bankers Trust Company; Director, Allied-Signal Inc.; Director,
Federal Home Loan Mortgage Corporation; Director, GTE Corporation; Director,
The May Department Stores Company; Director, Safeguard Scientifics, Inc.; and
Trustee, University of Pennsylvania.
Donald L. Staheli, Bankers Trust Company, 130 Liberty Street, New York, New
York 10006. Chairman of the Board and Chief Executive Officer, Continential
Grain Company; Director, Bankers Trust Company; Director, ContiFinancial
Corporation; Director, Prudential Life Insurance Company of America; Director,
Fresenius Medical Care, A.G.; Director, America-China Society; Director,
National Committee on United States-China Relations; Director, New York City
Partnership; Chairman, U.S.-China Business Council; Chairman, Council on
Foreign Relations; Chairman, National Advisor Council of Brigham Young
University's Marriott School of Management; Vice Chairman, The Points of Light
Foundation; and Trustee, American Graduate School of International Management.
Patricia Carry Stewart, c/o Office of the Secretary, 130 Liberty Street, New
York, NY 10006. Director, Bankers Trust Company; Director, CVS Corporation;
Director, Community Foundation for Palm Beach and Martin Counties; Trustee
Emerita, Cornell University.
George J. Vojta, Bankers Trust Company, 130 Liberty Street, New York, NY 10006.
Vice Chairman, Bankers Trust New York Corporation and Bankers Trust Company;
Director, bankers Trust Company, Director; Alicorp S.A.; Director; Northwest
Airlines; Director, Private Export Funding Corp.; Director, New York State
Banking Board; Director, St. Lukes-Roosevelt Hospital Center; Partner, New York
City Partnership; and Chairman, Wharton Financial Services Center.
Paul A. Volcker, Bankers Trust Company, 130 Liberty Street, New York, New York
10006. Director, Bankers Trust Company; Director, American Stock Exchange;
Director, Nestle S.A.; Director, Prudential Insurance Company; Director, UAL
Corporation; Chairman, Group of 30; North American Chairman, Trilateral
Commission; Co-Chairman, Bretton Woods Committee; Co-Chairman, U.S./Hong Kong
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Economic Cooperation Committee; Director, American Council on Germany;
Director, Aspen Institute; Director, Council on Foreign Relations; Director,
The Japan Society; and Trustee, The American Assembly.
Melvin A. Yellin, Bankers Trust Company, 130 Liberty Street, New York, New York
1006. Senior Managing Director and General Counsel of Bankers Trust New York
Corporation and Bankers Trust Company; Director, 1136 Tenants Corporation; and
Director, ABA Securities Association.
Item 29. Principal Underwriters
(a) EQ Financial Consultants, Inc. is a principal underwriter of the
Trust's Class IA shares and Class IB shares, and Equitable Distributors, Inc.
is also a principal underwriter of the Trust's Class IA shares and Class IB
shares. EQ Financial Consultants Inc. also serves as the principal underwriter
for the following entities: the Class IA shares of The Hudson River Trust;
Separate Accounts A and No. 301 of Equitable; and Separate Accounts I and FP of
Equitable. Equitable Distributors, Inc. serves as the principal underwriter for
the Class IB shares of The Hudson River Trust and Separate Account Nos. 45 and
49 of Equitable.
(b) Set forth below is certain information regarding the directors
and officers of EQ Financial Consultants, Inc., and of Equitable Distributors,
Inc., the principal underwriters of the Trust's Class IA and Class IB shares.
The business address of the persons whose names are preceded by a single
asterisk is EQ Advisors Trust, 1290 Avenue of the Americas, New York, New York
10104. The business address of the persons whose names are preceded by a double
asterisk is 1755 Broadway, 3rd Floor, New York, New York 10019. Ms. Laughlin's
business address is 1345 Avenue of the Americas, 39th Floor, New York, New York
10105. Mr. Kornweiss's business address is 4251 Crums Mill Road, Harrisburg, PA
17112. Mr. Witte's business address is 135 West Fiftieth Street, 4th Floor, New
York, New York 10020. The business address of Mr. Brakovich, Mr. Shepherdson
and Mr. Meserve is 660 Newport Center Drive, Suite 350, Newport Beach, CA
92660. The business address of Mr. Hayes and Mr. Bullen is 200 Plaza Drive,
Secaucus, New Jersey 07096.
C-9
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND OFFICES POSITIONS AND OFFICES
NAME AND PRINCIPAL WITH WITH EQ FINANCIAL REGISTRANT
BUSINESS ADDRESS CONSULTANTS, INC. (EQ ADVISORS TRUST)
- ---------------------------- ----------------------------------- --------------------------------
<S> <C> <C>
DIRECTORS
*Derry E. Bishop Director
*Harvey Blitz Director Chief Financial Officer and
Vice President
Michael J. Laughlin Director Vice President
*Michael S. Martin Director
**Michael F. McNelis Director
*Richard V. Silver Director
*Mark R. Wut Director
OFFICERS
*Michael S. Martin Chairman of the Board and Chief Vice President
Executive Officer
**Michael F. McNelis President and Chief Operating
Officer
*Derry E. Bishop Executive Vice President
*Harvey Blitz Executive Vice President Chief Financial Officer and
Vice President
**Martin J. Telles Executive Vice President and Vice President
Chief Marketing Officer
*Fred A. Folco Executive Vice President
*Thomas J. Duddy, Jr. Executive Vice President
*William J. Green Executive Vice President
*A. Frank Beaz Executive Vice President
Edward J. Hayes Executive Vice President
*Peter D. Noris Executive Vice President President
Dennis D. Witte Executive Vice President
**Robert McKenna Senior Vice President and Chief
Financial Officer
**Theresa A. Nurge-Alws Senior Vice President
**Ronald Boswell First Vice President
**Donna M. Dazzo First Vice President
*Robin K. Murray First Vice President
*Michael Brzozowski Vice President and Compliance
Director
*Mary P. Breen Vice President and Counsel Vice President and Secretary
**Amy Franceschini Vice President
**Linda Funigiello Vice President
**James Furlong Vice President
Peter R. Kornweiss Vice President
**Frank Lupo Vice President
**Rosemary Magee Vice President
**T.S. Narayanan Vice President
**James R. Anderson Vice President
*Raymond T. Barry Vice President
**Laura A. Pellegrini Vice President
*Mary A. Cantwell Assistant Vice President
*Janet E. Hannon Secretary
*Linda J. Galasso Assistant Secretary
</TABLE>
C-10
<PAGE>
<TABLE>
<CAPTION>
POSITIONS AND OFFICES POSITIONS AND OFFICES
WITH EQUITABLE WITH REGISTRANT
NAME AND PRINCIPAL BUSINESS ADDRESS DISTRIBUTORS, INC. (EQ ADVISORS TRUST)
- --------------------------------------- ---------------------------------- --------------------------------
<S> <C> <C>
DIRECTORS
Greg Brakovich Director
* Jerome S. Golden Director
* William T. McCaffrey Director Trustee
James A. Shepherson, III Director
OFFICERS
* Jerome S. Golden Chairman of the Board
Greg Brakovich Co-President and Co-Chief
Executive Officer and
Managing Director
James A. Shepherdson, III Co-President and Co-Chief
Executive Officer and Managing
Dennis D. Witte Director
Philip D. Meserve Senior Vice President
Thomas D. Bullen Managing Director
* Michael Brzozowski Chief Financial Officer
* Mary P. Breen Vice President and Counsel Vice President and Secretary
* Ronald R. Quist Treasurer
* Janet Hannon Secretary
* Linda J. Galasso Assistant Secretary
</TABLE>
(c) Inapplicable.
ITEM 30. LOCATION OF ACCOUNTS AND RECORDS
Books or other documents required to be maintained by Section 31(a) of the
Investment Company Act of 1940, and the Rules promulgated thereunder, are
maintained as follows:
(a) With respect to Rules 31a-1(a); 31a-1(b)(1); (2)(a) and (b); (3); (6);
(8); (12); and 31a-1(d), the required books and records are maintained
at the offices of Registrant's Custodian:
1211 Avenue of the Americas
New York, New York 10036
(b) With respect to Rules 31a-1(a); 31a-1(b)(1), (4); (2)(C) and (D); (4);
(5); (6); (8); (9); (10); (11) and 31a-1(f), the required books and
records are currently maintained at the offices of the Registrant's
Administrator:
73 Tremont Street
Boston, Massachusetts 02108
(c) With respect to Rules 31a-1(b)(5), (6), (9) and (10) and 31a-1(f), the
required books and records are maintained at the principal offices of
the Registrant's Manager or Advisers:
<TABLE>
<CAPTION>
<S> <C>
EQ Financial Consultants, Inc. T. Rowe Price Associates, Inc.
1755 Broadway, 3rd Floor 100 East Pratt St.
New York, New York 10019 Baltimore, MD 21202
Rowe Price-Fleming International, Inc. Putnam Investment Management, Inc.
100 East Pratt Street One Post Office Square
C-11
<PAGE>
Baltimore, MD 21202 Boston, MA 02109
Massachusetts Financial Services Company Merrill Lynch Asset Management, L.P.
500 Boylston Street 800 Scudders Mill Road
Boston, MA 02116 Plainsboro, New Jersey 08543-9011
Warburg, Pincus Counsellors, Inc. Morgan Stanley Asset Management Inc.
466 Lexington Avenue 1221 Avenue of the Americas
New York, New York 10017-3147 New York, New York 10020
Lazard Asset Management J.P. Morgan Investment Management Inc.
30 Rockefeller Plaza 522 Fifth Avenue
New York, New York 10020 New York, New York 10036
Bankers Trust Company
130 Liberty Street
One Bankers Trust Plaza
New York, New York 10006
</TABLE>
ITEM 31. MANAGEMENT SERVICES: NONE
ITEM 32. UNDERTAKINGS
(a) Inapplicable.
(b) The Registrant hereby undertakes to file a post-effective amendment,
including financial statements which need not be audited, within four to six
months from the later of the commencement of operations of the Morgan Stanley
Emerging Markets Equity Portfolio or the effective date of Post-Effective
Amendment No. 1 to the Registrant's 1933 Act Registration Statement.
The Registrant hereby undertakes to file a post-effective amendment,
including financial statements which need not be audited, within four to six
months from the later of the commencement of operations of the Lazard Large
Cap Value Portfolio, Lazard Small Cap Value Portfolio, and JPM Core Bond
Portfolio or the effective date of Post-Effective Amendment No. 2 to the
Registrant's 1933 Act Registration Statement.
The Registrant hereby undertakes to file a post-effective amendment,
including financial statements which need not be audited, within four to six
months from the later of the commencement of operations of the BT Small
Company Index Portfolio, BT International Equity Index Portfolio, and BT
Equity 500 Index Portfolio, or the effective date of Post-Effective Amendment
No. 3 to the Registrant's 1933 Act Registration Statement.
(c) Inapplicable.
C-12
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
("1933 Act") and the Investment Company Act of 1940, as amended, the
Registrant certifies that this filing meets all of the requirements of
effectiveness pursuant to Rule 485(b) under the 1933 Act and the Registrant
has duly caused this Post-Effective Amendment No. 4 to the Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized in the City of New York, and the State of New York on the 29th day
of December, 1997.
EQ ADVISORS TRUST
By: /s/ Peter D. Noris
-----------------------------------
Peter D. Noris
President
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 4 to the Registration Statement has been
signed below by the following persons in the capacities and on the dates
indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ---------------------------------- --------------------------- ---------------------
<S> <C> <C>
/s/ Peter D. Noris President and Trustee December 29, 1997
- -----------------------------------
Peter D. Noris
* Trustee December 29, 1997
- -----------------------------------
William T. McCaffrey
* Trustee December 29, 1997
- -----------------------------------
Jerrie M. Edwards
* Trustee December 29, 1997
- -----------------------------------
William M. Kearns, Jr.
* Trustee December 29, 1997
- -----------------------------------
Christopher P.A. Komisarjevsky
* Trustee December 29, 1997
- -----------------------------------
Harvey Rosenthal
* Chief Financial Officer December 29, 1997
- -----------------------------------
Harvey Blitz
* By: /s/ Peter D. Noris
------------------------------
Peter D. Noris
(Attorney-in-Fact)
</TABLE>
C-13
<PAGE>
EXHIBIT LIST
<TABLE>
<CAPTION>
<S> <C>
5(a)(2) Amendment No. 1 dated December 9, 1997 to Investment Management Agreement between EQ Advisors Trust and
EQ Financial Consultants, Inc. dated April 14, 1997 and Appendices A and B dated April 14, 1997
5(i) Investment Advisory Agreement between EQ Financial Consultants, Inc. and Lazard Asset Management (a
division of Lazard Freres & Co. LLC) dated December 9, 1997.
5(j) Investment Advisory Agreement between EQ Financial Consultants, Inc. and J.P. Morgan Investment
Management, Inc. dated December 9, 1997 and Appendix A dated December 9, 1997.
5(k) Investment Advisory Agreement between EQ Financial Consultants, Inc. and Bankers Trust Global Investment
Management, a unit of Bankers Trust Company, dated December 9, 1997.
6(a)(2) Amendment No. 1 dated December 9, 1997 to the Distribution Agreement between EQ Advisors Trust and EQ
Financial Consultants, Inc. with respect to the Class IA shares dated April 14, 1997 and Schedule A
dated April 14, 1997.
6(b)(2) Amendment No. 1 dated December 9, 1997 to the Distribution Agreement between EQ Advisors Trust and EQ
Financial Consultants, Inc. with respect to the Class IB shares dated April 14, 1997 and Schedule A
dated April 14, 1997.
6(c)(2) Amendment No. 1 dated December 9, 1997 to the Distribution Agreement between EQ Advisors Trust and
Equitable Distributors, Inc. with respect to the Class IA shares dated April 14, 1997 and Schedule A
dated April14, 1997.
6(d)(2) Amendment No. 1 dated December 9, 1997 to the Distribution Agreement between EQ Advisors Trust and
Equitable Distributors, Inc. with respect to the Class IB shares dated April 14, 1997 and Schedule A
dated April 14, 1997.
8(a)(2) Amendment No. 1 dated December 9, 1997 to the Custody Agreement between EQ Advisors Trust and North
American Insurance Securities Division of the Chase Manhattan Bank dated April 17, 1997 and Appendix A
dated April 17, 1997.
9(b)(2) Amendment No. 1 dated December 9, 1997 to the Expense Limitation Agreement between EQ Advisors Trust and
EQ Financial Consultants, Inc. dated April 14, 1997 and Schedule A dated April 14, 1997.
C-14
<PAGE>
9(c)(2) Organizational Expense Reimbursement Agreement between EQ Advisors Trust, on behalf of the Lazard Large
Cap Value Portfolio, Lazard Small Cap Value Portfolio, and JPM Core Bond Portfolio, BT Small Company
Index Portfolio, BT International Equity Index Portfolio, and BT Equity 500 Index Portfolio and EQ
Financial Consultants, Inc. dated December 9, 1997.
9(d)(2) Amendment No. 1 dated December 9, 1997 to the Participation Agreement dated April 14, 1997 and Schedule
B dated April 14, 1997.
11. Consent of Price Waterhouse, LLP, Independent Public Accountants.
27. Financial Data Schedule.
</TABLE>
C-15
<PAGE>
AMENDMENT NO. 1
TO
INVESTMENT MANAGEMENT AGREEMENT
AMENDMENT, dated as of December 9, 1997 ("Amendment"), to the
INVESTMENT MANAGEMENT AGREEMENT, dated as of April 14, 1997 ("Original
Agreement"), between EQ Advisors Trust, a Delaware business trust (the "Trust")
and EQ Financial Consultants, Inc., a Delaware corporation ("EQ Financial" or
the "Manager").
The Trust and EQ Financial agree as follows:
1. Duration of Agreement. With respect to each Portfolio specified in
Appendix A to the Original Agreement, the 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 Board of
Trustees of the Trust or by a vote of a majority of the outstanding voting
securities of the Trust, 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 Appendix A, as revised below, the Agreement will
continue in effect for a period more than two years from the date of the
execution of this Amendment No. 1 only so long as such continuance is approved
as specified above.
2. Appendix A. Appendix A to the Original Agreement, setting forth the
portfolios of the Trust for which EQ Financial is appointed as the investment
manager, is hereby replaced in its entirety by Appendix A attached hereto.
3. Appendix B. Appendix B to the Original Agreement, setting forth the
fees payable to EQ Financial with respect to each portfolio of the Trust, is
hereby replaced in its entirety by Appendix B attached hereto.
Except as modified and amended hereby, the Original 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 as of the date first above set forth.
EQ ADVISORS TRUST EQ FINANCIAL CONSULTANTS, INC.
By: /s/ Peter D. Noris By: /s/ Michael S. Martin
--------------------------------- ----------------------------
Peter D. Noris Michael S. Martin
President and Trustee Chairman of the Board and
Chief Executive Officer
<PAGE>
APPENDIX A
TO
AMENDMENT NO. 1
TO
INVESTMENT MANAGEMENT AGREEMENT
Portfolios
T. Rowe Price International Stock Portfolio
T. Rowe Price Equity Income Portfolio
EQ/Putnam Growth & Income Value Portfolio
EQ/Putnam International Equity Portfolio
EQ/Putnam Investors Growth Portfolio
EQ/Putnam Balanced Portfolio
MFS Research Portfolio
MFS Emerging Growth Companies Portfolio
Morgan Stanley Emerging Markets Equity Portfolio
Warburg Pincus Small Company Value Portfolio
Merrill Lynch World Strategy Portfolio
Merrill Lynch Basic Value Equity Portfolio
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
58387
<PAGE>
APPENDIX B
TO
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT AGREEMENT
The Trust shall pay the Manager, at the end of each calendar month,
compensation computed daily at an annual rate equal to the following:
<TABLE>
<CAPTION>
<S> <C>
Portfolio Management Fee
- --------- --------------
T. Rowe Price International Stock Portfolio .75% of the Portfolio's average daily net assets.
T. Rowe Price Equity Income Portfolio .55% of the Portfolio's average daily net assets.
EQ/Putnam Growth & Income Value Portfolio .55% of the Portfolio's average daily net assets.
EQ/Putnam International Equity Portfolio .70% of the Portfolio's average daily net assets.
EQ/Putnam Investors Growth Portfolio .55% of the Portfolio's average daily net assets.
EQ/Putnam Balanced Portfolio .55% of the Portfolio's average daily net assets.
MFS Research Portfolio .55% of the Portfolio's average daily net assets.
MFS Emerging Growth Companies Portfolio .55% of the Portfolio's average daily net assets.
Morgan Stanley Emerging Markets Equity Portfolio 1.15% of the Portfolio's average daily net assets.
Warburg Pincus Small Company Value Portfolio .65% of the Portfolio's average daily net assets.
Merrill Lynch World Strategy Portfolio .70% of the Portfolio's average daily net assets.
Merrill Lynch Basic Value Equity Portfolio .55% of the Portfolio's average daily net assets.
Lazard Small Cap Value Portfolio .80% of the Portfolio's average daily net assets.
Lazard Large Cap Value Portfolio .55% of the Portfolio's average daily net assets.
JPM Core Bond Portfolio .40% of the Portfolio's average daily net assets.
</TABLE>
<PAGE>
APPENDIX B
TO
AMENDMENT NO. 1 TO INVESTMENT MANAGEMENT AGREEMENT
(CONTINUED)
<TABLE>
<CAPTION>
<S> <C>
BT Small Company Index Portfolio .25% of the Portfolio's average daily net assets
BT International Equity Index Portfolio .35% of the Portfolio's average daily net assets
BT Equity 500 Index Portfolio .25% of the Portfolio's average daily net assets
</TABLE>
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, dated as of December 9, 1997, by and between EQ Financial
Consultants, Inc., a Delaware corporation ("EQ Financial" or the "Manager"),
and Lazard Freres & Co., LLC, a New York limited liability company ("Lazard").
WHEREAS, EQ Advisors Trust (the "Trust") is registered as an
investment company under the Investment Company Act of 1940, as amended (the
"Investment Company Act");
WHEREAS, the Trust's shareholders are and will be separate accounts
maintained by insurance companies for variable life insurance policies and
variable annuity contracts (the "Policies") under which income, gains, and
losses, whether or not realized, from assets allocated to such accounts are, in
accordance with the Policies, credited to or charged against such accounts
without regard to other income, gains, or losses of such insurance companies;
WHEREAS, the Trust is and will continue to be a series fund having two
or more investment portfolios, each with its own investment objectives,
policies and restrictions;
WHEREAS, EQ Financial is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act") and is the
investment manager to the Trust;
WHEREAS, Lazard is registered as an investment adviser under the
Advisers Act;
WHEREAS, Lazard Asset Management is the division of Lazard which
provides investment advisory services (Lazard, acting through Lazard Asset
Management, being hereinafter referred to as the "Adviser");
WHEREAS, the Investment Company Act prohibits any person from acting
as an investment adviser to a registered investment company except pursuant to
a written contract (the "Agreement"); and
WHEREAS, the Board of Directors of the Trust and EQ Financial desire
to retain the Adviser to render investment advisory services to the portfolios
to be known as Lazard Large Cap Value Portfolio and Lazard Small Cap Value
Portfolio (each a "Portfolio" and collectively, the "Portfolios") in the manner
and on the terms hereinafter set forth, which Portfolios are more particularly
described in Post-Effective Amendment No. 2 to the Registration Statement on
Form N-1A for the Trust filed with the Securities and Exchange Commission on
October 15, 1997;
NOW, THEREFORE, EQ Financial and Lazard agree as follows:
1
<PAGE>
1. APPOINTMENT OF ADVISER
The Manager hereby appoints the Adviser to act as investment adviser
for each Portfolio and to manage the investment and reinvestment of the assets
of each Portfolio, subject to the supervision of the Trustees of the Trust and
the terms and conditions of this Agreement. The Adviser will be an independent
contractor and will have no authority to act for or represent the Trust or
Manager in any way or otherwise be deemed an agent of the Trust or Manager
except as expressly authorized in this Agreement or another writing by the
Trust, Manager and the Adviser.
2. SERVICES TO BE RENDERED BY THE ADVISER TO THE TRUST
A. The Adviser will manage the investment and reinvestment of the
assets of each Portfolio and determine the composition of the assets of each
Portfolio, subject always to the direction and control of the Trustees of the
Trust and the Manager and in accordance with the provisions of the Trust's
registration statement, as amended from time to time. In fulfilling its
obligations to manage the investment and reinvestment of the assets of each
Portfolio, the Adviser will:
(i) obtain and evaluate pertinent economic, statistical,
financial, and other information affecting the economy generally and
individual companies or industries, the securities of which are
included in the Portfolio or are under consideration for inclusion in
the Portfolio;
(ii) formulate and implement a continuous investment program
for the Portfolio (a) consistent with the investment objectives,
policies and restrictions of the Portfolio as stated in the Trust's
Agreement and Declaration of Trust, By-Laws, and such Portfolio's
currently effective Prospectus and Statement of Additional Information
("SAI") as amended from time to time, and (b) in compliance with the
requirements applicable to both regulated investment companies and
segregated asset accounts under Subchapters M and L of the Internal
Revenue Code of 1986, as amended;
(iii) take whatever steps are necessary to implement the
investment program for the Portfolio by the purchase and sale of
securities and other investments authorized under the Trust's
Agreement and Declaration of Trust, By-Laws, and such Portfolio's
currently effective Prospectus and SAI, including the placing of
orders for such purchases and sales;
(iv) regularly report to the Trustees of the Trust and the
Manager with respect to the implementation of the investment program
and, in addition, provide such statistical information and special
reports concerning the Portfolio and/or important developments
materially affecting the investments held, or contemplated to be
purchased, by the Portfolio, as may reasonably be requested by the
Manager or
2
<PAGE>
the Trustees of the Trust, including attendance at Board of Trustees
Meetings, as reasonably requested, to present such information and
reports to the Board;
(v) provide determinations of the fair value of certain
portfolio securities when market quotations are not readily available
for the purpose of calculating the Portfolio's net asset value in
accordance with procedures and methods established by the Trustees of
the Trust;
(vi) provide any and all information, records and supporting
documentation about accounts the Adviser manages that have investment
objectives, policies, and strategies substantially similar to those
employed by the Adviser in managing the Portfolio which may be
reasonably necessary, under applicable laws, to allow the Portfolio or
its agent to present information concerning the Adviser's prior
performance in the Prospectus and the SAI of the Portfolio and any
permissible reports and materials prepared by the Portfolio or its
agent; and
(vii) establish appropriate interfaces with the Trust's
administrator and Manager in order to provide such administrator and
Manager with all necessary information requested by the administrator
and Manager.
B. The Adviser, at its expense, will furnish: (i) all necessary
investment and management facilities and investment personnel, including
salaries, expenses and fees of any personnel required for it to faithfully
perform its duties under this Agreement; and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the investment affairs of each Portfolio (excluding that
necessary for the determination of net asset value and shareholder accounting
services).
C. The Adviser will select brokers and dealers to effect all portfolio
transactions subject to the conditions set forth herein. The Adviser will place
all necessary orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions if applicable. The Adviser is directed at all times to
seek to execute brokerage transactions for each Portfolio in accordance with
such policies or practices as may be established by the Board of Trustees and
described in the Trust's currently effective Prospectus and SAI, as amended
from time to time. In placing orders for the purchase or sale of investments
for each Portfolio, in the name of the Portfolio or its nominees, the Adviser
shall use its best efforts to obtain for the Portfolio the most favorable price
and best execution available, considering all of the circumstances, and shall
maintain records adequate to demonstrate compliance with this requirement.
Subject to the appropriate policies and procedures approved by the
Board of Trustees, the Adviser may, to the extent authorized by Section 28(e)
of the Securities and Exchange Act of 1934, cause each Portfolio to pay a
broker or dealer that provides brokerage or research services to the Manager,
the Adviser, and the Portfolio an amount of commission for effecting a
portfolio transaction in excess of the amount of commission another broker or
dealer would have charged for effecting that transaction if the Adviser
3
<PAGE>
determines, in good faith, that such amount of commission is reasonable in
relationship to the value of such brokerage or research services provided
viewed in terms of that particular transaction or the Adviser's overall
responsibilities to each Portfolio or its other advisory clients. To the extent
authorized by said Section 28(e) and the Trust's Board of Trustees, the Adviser
shall not be deemed to have acted unlawfully or to have breached any duty
created by this Agreement or otherwise solely by reason of such action. In
addition, subject to seeking the most favorable price and best execution
available, the Adviser may also consider sales of shares of the Trust as a
factor in the selection of brokers and dealers.
D. On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of the Portfolios as well as other clients
of the Adviser, the Adviser to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities
to be purchased or sold to attempt to obtain a more favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Adviser in the manner the Adviser considers to
be the most equitable and consistent with its fiduciary obligations to each
Portfolio and to its other clients.
E. The Adviser will maintain all accounts, books and records with
respect to the Portfolios as are required of an investment adviser of a
registered investment company pursuant to the Investment Company Act and
Advisers Act and the rules thereunder.
3. COMPENSATION OF ADVISER
The Manager will pay the Adviser, with respect to each Portfolio, the
compensation specified in Appendix A to this Agreement. Payments shall be made
to the Adviser on the first day of each month; however, this advisory fee will
be calculated on the daily average value of each Portfolio's assets and accrued
on a daily basis.
4. LIABILITY OF ADVISER
Neither the Adviser nor any of its directors, officers, or employees
shall be liable to the Manager for any loss suffered by the Manager resulting
from its acts or omissions as Adviser to the Portfolios, except for losses to
the Manager or the Trust resulting from willful misconduct, bad faith, or gross
negligence in the performance of, or from reckless disregard of, the duties of
the Adviser or any of its directors, officers or employees. The Adviser, its
directors, officers or employees shall not be liable to the Manager or the
Trust for any loss suffered as a consequence of any action or inaction of other
service providers to the Trust in failing to observe the instructions of the
Adviser, provided such action or inaction of such other service providers to
the Trust is not a result of the willful misconduct, bad faith or gross
negligence in the performance of, or from reckless disregard of, the duties of
the Adviser under this Agreement. Notwithstanding the foregoing, nothing herein
shall be deemed to waive any rights against the Adviser under federal or state
securities laws.
4
<PAGE>
5. NON-EXCLUSIVITY
The services of the Adviser to the Portfolios and the Trust are not to
be deemed to be exclusive, and the Adviser shall be free to render investment
advisory or other services to others (including other investment companies) and
to engage in other activities. It is understood and agreed that the directors,
officers, and employees of the Adviser are not prohibited from engaging in any
other business activity or from rendering services to any other person, or from
serving as partners, officers, directors, trustees, or employees of any other
firm or corporation, including other investment companies.
6. SUPPLEMENTAL ARRANGEMENTS
The Adviser may enter into arrangements with other persons affiliated
with the Adviser for the provision of certain personnel and facilities to the
Adviser to better enable it to fulfill its duties and obligations under this
Agreement.
7. REGULATION
The Adviser shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement any
information, reports, or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
8. RECORDS
The records relating to the services provided under this Agreement
shall be the property of the Trust and shall be under its control; however, the
Trust shall furnish to the Adviser such records and permit it to retain such
records (either in original or in duplicate form) as it shall reasonably
require in order to carry out its duties. In the event of the termination of
this Agreement, such records shall promptly be returned to the Trust by the
Adviser free from any claim or retention of rights therein. The Adviser shall
keep confidential any information obtained in connection with its duties
hereunder and disclose such information only if the Trust has authorized such
disclosure or if such disclosure is expressly required or requested by
applicable federal or state regulatory authorities.
9. DURATION OF AGREEMENT
This Agreement shall become effective with respect to each Portfolio
on the later of the date of its execution or the date of the meeting of the
shareholders of the Portfolio, which for this purpose may be the sole initial
shareholder of the Portfolio, at which meeting the Agreement is approved by the
vote of a majority of the outstanding voting securities (as defined in the
Investment Company Act) of the Portfolio. This Agreement will continue in
effect for each Portfolio a period more than two years from the date of its
execution 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
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<PAGE>
in either event such continuance shall also be approved by the vote of a
majority of the Trustees who are not "interested persons" (as defined in the
Investment Company Act) ("Independent Trustees") of any party to this 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 any 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 or (b) all the portfolios of the Trust.
If the shareholders of either Portfolio fail to approve the Agreement
or any continuance of the Agreement as to such Portfolio, the Adviser will
continue to act as investment adviser with respect to such Portfolio pending
the required approval of the Agreement or its continuance or of any contract
with the Adviser or a different adviser or subadviser or other definitive
action; provided, that the compensation received by the Adviser in respect of
such Portfolio during the period will be in compliance with Rule 15a-4 under
the Investment Company Act.
10. TERMINATION OF AGREEMENT
This Agreement may be terminated as to any individual Portfolio at any
time, without the payment of any penalty, by the Board of Trustees, including a
majority of the Independent Trustees, by the vote of a majority of the
outstanding voting securities of such Portfolio, on sixty (60) days' written
notice to the Manager and the Adviser, or by the Manager or Adviser on sixty
(60) days' written notice to the Trust and the other party. This Agreement will
automatically terminate, without the payment of any penalty, in the event of
its assignment (as defined in the Investment Company Act) or in the event the
Investment Management Agreement between the Manager and the Trust is assigned
or terminates for any other reason. This Agreement will also terminate upon
written notice to the other party that the other party is in material breach of
this Agreement, unless the other party in material breach of this Agreement
cures such breach to the reasonable satisfaction of the party alleging the
breach within thirty (30) days after written notice.
11. PROVISION OF CERTAIN INFORMATION BY ADVISER
The Adviser will promptly notify the Manager in writing of the
occurrence of any of the following events:
A. the Adviser fails to be registered as an investment adviser under
the Advisers Act or under the laws of any jurisdiction in which the Adviser is
required to be registered as an investment adviser in order to perform its
obligations under this Agreement;
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B. the Adviser is served or otherwise receives notice of any action,
suit, proceeding, inquiry, or investigation, at law or in equity, before or by
any court, public board, or body, involving the affairs of the Trust; and/or
C. the chief executive officer or controlling stockholder of the
Adviser or the portfolio manager of either Portfolio changes or there is
otherwise an actual change in control or management of the Adviser.
12. USE OF ADVISER'S NAME
The Manager will not use the Adviser's name (or that of any affiliate)
in Trust literature without prior review and approval by the Adviser, which may
not be unreasonably withheld or delayed.
13. AMENDMENTS TO THE AGREEMENT
Except to the extent permitted by the Investment Company Act or the
rules or regulations thereunder or pursuant to any exemptive relief granted by
the Securities and Exchange Commission ("SEC"), this Agreement may be amended
by the parties only if such amendment, if material, is specifically approved by
the vote of a majority of the outstanding voting securities of the affected
Portfolio or Portfolios (unless such approval is not required by Section 15 of
the Investment Company Act as interpreted by the SEC or its staff) and by the
vote of a majority of the Independent Trustees cast in person at a meeting
called for the purpose of voting on such approval. The required shareholder
approval shall be effective with respect to a Portfolio if a majority of the
outstanding voting securities of such Portfolio vote to approve the amendment,
notwithstanding that the amendment may not have been approved by a majority of
the outstanding voting securities of any other Portfolio or all the portfolios
of the Trust.
14. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties with respect to the Portfolios.
15. HEADINGS
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
16. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of each applicable party
in person or by registered mail or a private mail or delivery service providing
the sender with notice of receipt. The specific person to whom notice shall be
provided for each party will be specified in writing
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to the other party. Notice shall be deemed given on the date delivered or
mailed in accordance with this paragraph.
17. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void
in law or in equity, the Agreement shall be construed, insofar as is possible,
as if such portion had never been contained herein.
18. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware, or any of the applicable
provisions of the Investment Company Act. To the extent that the laws of the
State of Delaware, or any of the provisions in this Agreement, conflict with
applicable provisions of the Investment Company Act, the latter shall control.
Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the Investment Company Act shall be resolved by reference to such term or
provision of the Investment Company Act and to interpretations thereof, if any,
by the United States courts or, in the absence of any controlling decision of
any such court, by rules, regulations or orders of the SEC validly issued
pursuant to the Investment Company Act. Specifically, the terms "vote of a
majority of the outstanding voting securities," "interested persons,"
"assignment," and "affiliated persons," as used herein shall have the meanings
assigned to them by Section 2(a) of the Investment Company Act. In addition,
where the effect of a requirement of the Investment Company Act reflected in
any provision of this Agreement is relaxed by a rule, regulation or order of
the SEC, whether of special or of general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed under seal by their duly authorized officers as of the date first
mentioned above.
EQ FINANCIAL CONSULTANTS, INC.
By: /s/ Michael S. Martin
---------------------------------
Michael S. Martin
Chairman of the Board and Chief
Executive Officer
LAZARD FRERES & CO., LLC
By: /s/ Robert P. Morgenthau
---------------------------------
Robert P. Morgenthau
Managing Director
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<PAGE>
APPENDIX A
TO
ADVISORY AGREEMENT
WITH
LAZARD FRERES & CO., LLC
<TABLE>
<CAPTION>
Portfolio Advisory Fee
--------- ------------
<S> <C>
Lazard Large Cap Value 0.425% of the Portfolio's average daily net assets up
to and including $50,000,000
0.40% of the Portfolio's average daily net assets in
excess of $50,000,000 up to and including $250,000,000
0.375% of the Portfolio's average daily net assets in
excess of $250,000,000 up to and including $400,000,000
0.35% of the Portfolio's average daily net assets in
excess of $400,000,000
Lazard Small Cap Value 0.65% of the Portfolio's average daily net assets up to
and including $250,000,000
0.55% of the Portfolio's average daily net assets in
excess of $250,000,000 up to and including $500,000,000
0.50% of the Portfolio's average daily net assets in
excess of $500,000,000
</TABLE>
9
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, dated as of December 9, by and between EQ Financial
Consultants, Inc., a Delaware corporation ("EQ Financial" or the "Manager"),
and J.P. Morgan Investment Management Inc., a Delaware corporation (the
"Adviser").
WHEREAS, EQ Advisors Trust (the "Trust") is registered as an
investment company under the Investment Company Act of 1940, as amended (the
"Investment Company Act");
WHEREAS, the Trust's shareholders are and will be separate accounts
maintained by insurance companies for variable life insurance policies and
variable annuity contracts (the "Policies") under which income, gains, and
losses, whether or not realized, from assets allocated to such accounts are, in
accordance with the Policies, credited to or charged against such accounts
without regard to other income, gains, or losses of such insurance companies;
WHEREAS, the Trust is and will continue to be a series fund having two
or more investment portfolios, each with its own investment objectives,
policies and restrictions;
WHEREAS, EQ Financial is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act") and is the
investment manager to the Trust;
WHEREAS, the Adviser is registered as an investment adviser under the
Advisers Act;
WHEREAS, the Investment Company Act prohibits any person from acting
as an investment adviser to a registered investment company except pursuant to
a written contract (the "Agreement"); and
WHEREAS, the Board of Directors of the Trust and EQ Financial desire
to retain the Adviser to render investment advisory services to the portfolio
specified in Schedule A hereto ("Portfolio") in the manner and on the terms
hereinafter set forth;
NOW, THEREFORE, EQ Financial and Adviser agree as follows:
1. APPOINTMENT OF ADVISER
The Manager hereby appoints the Adviser to act as investment adviser
for the Portfolio and to manage the investment and reinvestment of the assets
of the Portfolio, subject to the supervision of the Trustees of the Trust and
the terms and conditions of this Agreement. The Adviser will be an independent
contractor and will have no authority to act for or represent the Trust or
Manager in any way or otherwise be deemed an agent of the Trust or Manager
except as expressly authorized in this Agreement or another writing by the
Trust, Manager and the Adviser.
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2. SERVICES TO BE RENDERED BY THE ADVISER TO THE TRUST
A. The Adviser will manage the investment and reinvestment of the
assets of the Portfolio and determine the composition of the assets of the
Portfolio, subject always to the direction and control of the Trustees of the
Trust and the Manager and in accordance with the provisions of the Trust's
registration statement, as amended from time to time. In fulfilling its
obligations to manage the investment and reinvestment of the assets of the
Portfolio, the Adviser will:
(i) obtain and evaluate pertinent economic,
statistical, financial, and other information affecting the
economy generally and individual companies or industries, the
securities of which are included in the Portfolio or are
under consideration for inclusion in the Portfolio;
(ii) formulate and implement a continuous investment
program for the Portfolio (a) consistent with the investment
objectives, policies and restrictions of the Portfolio as
stated in the Trust's Agreement and Declaration of Trust,
By-Laws, and such Portfolio's currently effective Prospectus
and Statement of Additional Information ("SAI") as amended
from time to time, and (b) in compliance with the
requirements applicable to both regulated investment
companies and segregated asset accounts under Subchapters M
and L of the Internal Revenue Code of 1986, as amended;
(iii) take whatever steps are necessary to implement
the investment program for the Portfolio by the purchase and
sale of securities and other investments authorized under the
Trust's Agreement and Declaration of Trust, By-Laws, and such
Portfolio's currently effective Prospectus and SAI, including
the placing of orders for such purchases and sales;
(iv) regularly report to the Trustees of the Trust
and the Manager with respect to the implementation of the
investment program and, in addition, provide such statistical
information and special reports concerning the Portfolio
and/or important developments materially affecting the
investments held, or contemplated to be purchased, by the
Portfolio, as may reasonably be requested by the Manager or
the Trustees of the Trust, including attendance at Board of
Trustees Meetings, as reasonably requested, to present such
information and reports to the Board;
(v) assist as required by the Manager or the Board
of Trustees of the Trust in the determination of the fair
value of certain portfolio securities when market quotations
are not readily available for the purpose of calculating the
Portfolio's net asset value in accordance with procedures and
methods established by the Trustees of the Trust;
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<PAGE>
(vi) provide composite private account performance
information for accounts the Adviser manages that have
investment objectives, policies, and strategies substantially
similar to those employed by the Adviser in managing the
Portfolio and such supporting documentation as may be
reasonably necessary, under applicable laws, to allow the
Portfolio or its agent to present information concerning the
Adviser's prior performance in the Prospectus and the SAI of
the Portfolio and any sales materials prepared by the
Portfolio or its agent, as permitted under any applicable law
and approved by the Adviser; and
(vii) establish appropriate interfaces with the
Trust's administrator and Manager in order to provide such
administrator and Manager with all necessary information
requested by the administrator and Manager.
B. The Adviser, at its expense, will furnish: (i) all necessary
investment and management facilities and investment personnel, including
salaries, expenses and fees of any personnel required for it to faithfully
perform its duties under this Agreement; and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the investment affairs of the Portfolio (excluding that
necessary for the determination of net asset value and shareholder accounting
services).
C. The Adviser will select brokers and dealers to effect all portfolio
transactions subject to the conditions set forth herein. The Adviser will place
all orders with brokers, dealers, or issuers, and will negotiate brokerage
commissions if applicable. The Adviser is directed at all times to seek to
execute brokerage transactions for the Portfolio in accordance with such
policies or practices as may be established by the Board of Trustees and
described in the Trust's currently effective Prospectus and SAI, as amended
from time to time. In placing orders for the purchase or sale of investments
for the Portfolio, in the name of the Portfolio or its nominees, the Adviser
shall use its best efforts to obtain for the Portfolio the best execution
available, considering all of the circumstances, and shall maintain records
adequate to demonstrate compliance with this requirement.
Subject to the appropriate policies and procedures approved by the
Board of Trustees, the Adviser, in assessing the best execution available for
any transaction, will consider factors it deems relevant, including without
limitation, the breadth of the market in the security, the price of the
security, the financial condition and execution capability of the broker or
dealer and the reasonableness of the commission, if any, for the specific
transaction and on a continuing basis. In selecting brokers or dealers to
execute a particular transaction, and in evaluating the best execution
available, the Adviser is authorized to consider the brokerage and research
services (within the meaning of Section 28(e) of the Securities Exchange Act of
1934, as amended) provided to the Portfolio and/or other accounts over which
the Adviser or its affiliates exercise investment discretion. Moreover, the
Adviser may, to the extent authorized by Section 28(e) of the Securities and
Exchange Act of 1934, as amended, cause the Portfolio to pay a broker or dealer
that provides brokerage or research services to the Manager, the Adviser, and
the Portfolio an
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<PAGE>
amount of commission for effecting a portfolio transaction in excess of the
amount of commission another broker or dealer would have charged for effecting
that transaction provided the Adviser determines, in good faith, that such
amount of commission is reasonable in relationship to the value of such
brokerage or research services viewed in terms of that particular transaction
or the Adviser's overall responsibilities to the Portfolio or its other
advisory clients. To the extent authorized by said Section 28(e) and the
Trust's Board of Trustees, the Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of such action. In addition, subject to seeking the best
execution available, the Adviser may also consider sales of shares of the Trust
as a factor in the selection of brokers and dealers.
D. On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of the Portfolio as well as other clients
of the Adviser, the Adviser to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities
to be purchased or sold to attempt to obtain a more favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Adviser in the manner the Adviser considers to
be the most equitable and consistent with its fiduciary obligations to the
Portfolio and to its other clients. The Manager recognizes that, in some cases,
this procedure may limit the size of the position that may be acquired or sold
for the Portfolio.
E. The Adviser will maintain all accounts, books and records with
respect to the Portfolio as are required of an investment adviser of a
registered investment company pursuant to the Investment Company Act and
Advisers Act and the rules thereunder.
3. COMPENSATION OF ADVISER
The Manager will pay the Adviser, with respect to the Portfolio, the
compensation specified in Appendix A to this Agreement. Payments shall be made
to the Adviser on the first day of each month; however, this advisory fee will
be calculated on the daily average value of the Portfolio's assets and accrued
on a daily basis.
4. LIABILITY OF ADVISER
Neither the Adviser nor any of its directors, officers, or employees
shall be liable to the Manager for any loss suffered by the Manager resulting
from the Adviser's acts or omissions as Adviser to the Portfolio, except for
losses to the Manager or the Trust resulting from willful misconduct, bad
faith, or gross negligence in the performance of, or from reckless disregard
of, the duties of the Adviser or any of its directors, officers or employees.
The Adviser, its directors, officers or employees shall not be liable to the
Manager or the Trust for any loss suffered as a consequence of any action or
inaction of other service providers to
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<PAGE>
the Trust in failing to observe the instructions of the Adviser, provided such
action or inaction of such other service providers to the Trust is not a result
of the willful misconduct, bad faith or gross negligence in the performance of,
or from reckless disregard of, the duties of the Adviser under this Agreement.
5. INDEMNIFICATIONS
A. The Manager shall indemnify the Adviser and its controlling
persons, officers, directors, employees, agents, legal representatives and
persons controlled by it (which shall not include the Trust or any Portfolio)
(collectively, "Adviser Related Persons") to the fullest extent permitted by
law against any and all loss, damage, judgments, fines, and reasonable
expenses, including attorneys' fees (collectively "Losses"), incurred by the
Adviser or Adviser Related Persons arising from or in connection with this
Agreement or the performance by the Adviser or Adviser Related Persons of its
or their duties hereunder so long as such Losses arise out of the Manager's
gross negligence, willful misconduct or bad faith, in performing its
responsibilities hereunder or under its agreement with the Trust or the gross
negligence, willful misconduct or bad faith of any companies affiliated with
the Manager that provide services to the Trust, including, without limitation,
such Losses that may be based upon any untrue statement of material fact
contained in the Trust's Registration Statement, or any amendment thereof or
any supplement thereto, or the omission to state therein a material fact known
or which should have been known and was required to be stated therein or
necessary to make the statements therein not misleading, unless such statement
or omission was made in reasonable reliance upon written information furnished
to the Manager or the Trust by the Adviser or an Adviser Related Person
specifically for inclusion in the Registration Statement or any amendment or
supplement thereto, except to the extent any such Losses referred to in this
paragraph (i.e. paragraph A.) result from willful misfeasance, bad faith, gross
negligence or reckless disregard on the part of the Adviser or an Adviser
Related Person in the performance of any of its duties under, or in connection
with, this Agreement.
B. The Adviser shall indemnify the Manager and its controlling
persons, officers, directors, employees, agents, legal representatives and
persons controlled by it (which shall not include the Trust or any Portfolio)
(collectively, "Manager Related Persons") to the fullest extent permitted by
law against any and all Losses incurred by the Manager or Manager Related
Persons arising from or in connection with this Agreement or the performance by
the Manager or Manager Related Persons of its or their duties hereunder so long
as such Losses arise out of the Adviser's gross negligence, willful misconduct
or bad faith in performing its responsibilities hereunder, including, without
limitation, such Losses that may be based upon any untrue statement of a
material fact contained in the Trust's Registration Statement, or any amendment
thereof or any supplement thereto or the omission to state therein a material
fact known or which should have been known and was required to be stated
therein or necessary to make the statements therein not misleading, in any case
only to the extent that such statement or omission was made in reasonable
reliance upon written information furnished by the Adviser or Adviser Related
Person to the Manager or the Trust specifically for inclusion in the
Registration Statement or any amendment or supplement thereto, except to the
extent any such Losses referred to in this paragraph (i.e.,
5
<PAGE>
paragraph B.) result from willful misfeasance, bad faith, gross negligence or
reckless disregard on the part of the Manager or a Manager Related Person in
the performance of any of its duties under, or in connection with, this
Agreement.
C. The indemnifications provided in this Section 5 shall survive
the termination of this Agreement.
6. NON-EXCLUSIVITY
The services of the Adviser to the Portfolio and the Trust are not to
be deemed to be exclusive, and the Adviser shall be free to render investment
advisory or other services to others (including other investment companies) and
to engage in other activities. It is understood and agreed that the directors,
officers, and employees of the Adviser are not prohibited from engaging in any
other business activity or from rendering services to any other person, or from
serving as partners, officers, directors, trustees, or employees of any other
firm or corporation, including other investment companies.
7. SUPPLEMENTAL ARRANGEMENTS
The Adviser may enter into arrangements with other persons affiliated
with the Adviser for the provision of certain personnel and facilities to the
Adviser to better enable it to fulfill its duties and obligations under this
Agreement.
8. REGULATION
The Adviser shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement any
information, reports, or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
9. RECORDS
The records relating to the services provided under this Agreement
shall be the property of the Trust and shall be under its control; however, the
Trust shall furnish to the Adviser such records and permit it to retain such
records (either in original or in duplicate form) as it shall reasonably
require in order to carry out its duties. In the event of the termination of
this Agreement, such records shall promptly be returned to the Trust by the
Adviser free from any claim or retention of rights therein. The Adviser shall
keep confidential any information obtained in connection with its duties
hereunder and disclose such information only if the Trust has authorized such
disclosure or if such disclosure is expressly required or requested by
applicable federal or state regulatory authorities.
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10. DURATION OF AGREEMENT
This Agreement shall become effective with respect to the Portfolio on
the later of the date of its execution or the date of the meeting of the
shareholders of the Portfolio, which for this purpose may be the sole initial
shareholder of the Portfolio, at which meeting the Agreement is approved by the
vote of a majority of the outstanding voting securities (as defined in the
Investment Company Act) of the Portfolio. This Agreement will continue in
effect for a period more than two years from the date of its execution 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 who are not "interested
persons" (as defined in the Investment Company Act) ("Independent Trustees") of
any party to this 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 the
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 the
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.
If the shareholders of the Portfolio fail to approve the Agreement or
any continuance of the Agreement, the Adviser will continue to act as
investment adviser with respect to the Portfolio pending the required approval
of the Agreement or its continuance or of any contract with the Adviser or a
different adviser or subadviser or other definitive action; provided, that the
compensation received by the Adviser in respect of the Portfolio during the
period will be in compliance with Rule 15a-4 under the Investment Company Act.
11. TERMINATION OF AGREEMENT
This Agreement may be terminated at any time, without the payment of
any penalty, by the Board of Trustees, including a majority of the Independent
Trustees, by the vote of a majority of the outstanding voting securities of the
Portfolio, on sixty (60) days' written notice to the Manager and the Adviser,
or by the Manager or Adviser on sixty (60) days' written notice to the Trust
and the other party. This Agreement will automatically terminate, without the
payment of any penalty, in the event of its assignment (as defined in the
Investment Company Act) or in the event the Investment Management Agreement
between the Manager and the Trust is assigned or terminates for any other
reason. This Agreement will also terminate upon written notice to the other
party that the other party is in material breach of this Agreement, unless the
other party in material breach of this Agreement cures such breach to the
reasonable satisfaction of the party alleging the breach within thirty (30)
days after written notice.
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<PAGE>
12. PROVISION OF CERTAIN INFORMATION BY ADVISER
The Adviser will promptly notify the Manager in writing of the
occurrence of any of the following events:
A. the Adviser fails to be registered as an investment
adviser under the Advisers Act or under the laws of any jurisdiction in which
the Adviser is required to be registered as an investment adviser in order to
perform its obligations under this Agreement;
B. the Adviser is served or otherwise receives notice of any
action, suit, proceeding, inquiry, or investigation, at law or in equity,
before or by any court, public board, or body, involving the affairs of the
Trust; and/or
C. the chief executive officer or controlling stockholder of
the Adviser or the portfolio manager of the Portfolio changes or there is
otherwise an actual change in control or management of the Adviser.
13. USE OF ADVISER'S NAME
The Manager will not use the Adviser's name (or that of any affiliate)
in Trust advertisements, sales literature or promotional materials without
prior review and approval by the Adviser, which may not be unreasonably
withheld or delayed. The Manager will be permitted to use the Adviser's name
(or that of any affiliate) in required regulatory filings or in updates of its
Prospectus or SAI.
14. AMENDMENTS TO THE AGREEMENT
Except to the extent permitted by the Investment Company Act or the
rules or regulations thereunder or pursuant to any exemptive relief granted by
the Securities and Exchange Commission ("SEC"), this Agreement may be amended
by the parties only if such amendment, if material, is specifically approved by
the vote of a majority of the outstanding voting securities of the Portfolio
(unless such approval is not required by Section 15 of the Investment Company
Act as interpreted by the SEC or its staff) and by the vote of a majority of
the Independent Trustees cast in person at a meeting called for the purpose of
voting on such approval. The required shareholder approval shall be effective
with respect to the Portfolio if a majority of the outstanding voting
securities of the Portfolio vote to approve the amendment, notwithstanding that
the amendment may not have been approved by a majority of the outstanding
voting securities of any other portfolio affected by the amendment or all the
portfolios of the Trust.
15. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties with respect to the Portfolio listed in Appendix A.
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<PAGE>
16. HEADINGS
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
17. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of each applicable party
in person or by registered mail or a private mail or delivery service providing
the sender with notice of receipt. The specific person to whom notice shall be
provided for each party will be specified in writing to the other party. Notice
shall be deemed given on the date delivered or mailed in accordance with this
paragraph.
18. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void
in law or in equity, the Agreement shall be construed, insofar as is possible,
as if such portion had never been contained herein.
19. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware, or any of the applicable
provisions of the Investment Company Act. To the extent that the laws of the
State of Delaware, or any of the provisions in this Agreement, conflict with
applicable provisions of the Investment Company Act, the latter shall control.
Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the Investment Company Act shall be resolved by reference to such term or
provision of the Investment Company Act and to interpretations thereof, if any,
by the United States courts or, in the absence of any controlling decision of
any such court, by rules, regulations or orders of the SEC validly issued
pursuant to the Investment Company Act. Specifically, the terms "vote of a
majority of the outstanding voting securities," "interested persons,"
"assignment," and "affiliated persons," as used herein shall have the meanings
assigned to them by Section 2(a) of the Investment Company Act. In addition,
where the effect of a requirement of the Investment Company Act reflected in
any provision of this Agreement is relaxed by a rule, regulation or order of
the SEC, whether of special or of general application, such provision shall be
deemed to incorporate the effect of such rule, regulation or order.
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<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed under seal by their duly authorized officers as of the date first
mentioned above.
EQ FINANCIAL CONSULTANTS, INC.
By: /s/ Peter D. Noris
---------------------------------
Peter D. Noris
Executive Vice President
J.P. Morgan Investment Management Inc.
By: /s/ Diane Minardi
-----------------------------------
Name: Diane Minardi
Title: Vice President
10
<PAGE>
APPENDIX A
The Manager shall pay the Adviser, at the end of each calendar month,
compensation computed daily at an annual rate equal to the following:
<TABLE>
<CAPTION>
<S> <C>
Portfolio Advisory Fee
--------- ------------
JPM Core Bond Portfolio .30 % the Portfolio's average daily net assets
up to and including $125 million; .25% of the
Portfolio's average daily net assets up to and
including $200 million; .22% of the Portfolio's
average daily net assets up to and including
$350 million; and .15% of the
Portfolio's average daily net assets in
excess of $350 million.
Dated: December 9, 1997
</TABLE>
11
<PAGE>
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, dated as of December 9, 1997, by and between EQ Financial
Consultants, Inc., a Delaware corporation ("EQ Financial" or the "Manager"),
and Bankers Trust Company, a New York banking corporation (the "Adviser").
WHEREAS, EQ Advisors Trust (the "Trust") is registered as an
investment company under the Investment Company Act of 1940, as amended (the
"Investment Company Act");
WHEREAS, the Trust's shareholders are and will be separate accounts
maintained by insurance companies for variable life insurance policies and
variable annuity contracts (the "Policies") under which income, gains, and
losses, whether or not realized, from assets allocated to such accounts are, in
accordance with the Policies, credited to or charged against such accounts
without regard to other income, gains, or losses of such insurance companies;
WHEREAS, the Trust is and will continue to be a series fund having two
or more investment portfolios, each with its own investment objectives,
policies and restrictions;
WHEREAS, EQ Financial is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act") and is the
investment manager to the Trust;
WHEREAS, pursuant to Section 202(a)(11)(A) of the Advisers Act,
Adviser is not required to register as an investment adviser in order to act as
an investment adviser;
WHEREAS, the Investment Company Act prohibits any person from acting
as an investment adviser to a registered investment company except pursuant to
a written contract (the "Agreement"); and
WHEREAS, the Board of Directors of the Trust and EQ Financial desire
to retain the Adviser to render investment advisory services to the portfolios
to be known as BT Small Company Index Portfolio, BT International Equity Index
Portfolio and BT Equity 500 Index Portfolio (each a "Portfolio" and
collectively, the "Portfolios") in the manner and on the terms hereinafter set
forth, which Portfolios are more particularly described in Post-Effective
Amendment No. 3 to the Registration Statement on Form N-1A for the Trust filed
with the Securities and Exchange Commission on October 31, 1997;
<PAGE>
NOW, THEREFORE, EQ Financial and the Adviser agree as follows:
1. APPOINTMENT OF ADVISER
The Manager hereby appoints the Adviser to act as investment adviser
for each Portfolio and to manage the investment and reinvestment of the assets
of each Portfolio, subject to the supervision of the Trustees of the Trust and
the terms and conditions of this Agreement. The Adviser will be an independent
contractor and will have no authority to act for or represent the Trust or
Manager in any way or otherwise be deemed an agent of the Trust or Manager
except as expressly authorized in this Agreement or another writing by the
Trust, Manager and the Adviser.
2. SERVICES TO BE RENDERED BY THE ADVISER TO THE TRUST
A. The Adviser will manage the investment and reinvestment of the
assets of each Portfolio and determine the composition of the assets of each
Portfolio, subject always to the direction and control of the Trustees of the
Trust and the Manager and in accordance with the provisions of the Trust's
registration statement, as amended from time to time. In fulfilling its
obligations to manage the investment and reinvestment of the assets of each
Portfolio, the Adviser will:
(i) obtain and evaluate pertinent economic, statistical,
financial, and other information affecting the economy generally and
individual companies or industries, the securities of which are
included in the Portfolio or are under consideration for inclusion in
the Portfolio;
(ii) formulate and implement a continuous investment program
for the Portfolio (a) consistent with the investment objectives,
policies and restrictions of the Portfolio as stated in the Trust's
Agreement and Declaration of Trust, By-Laws, and such Portfolio's
currently effective Prospectus and Statement of Additional Information
("SAI") as amended from time to time, and (b) in compliance with the
requirements applicable to both regulated investment companies and
segregated asset accounts under Subchapters M and L of the Internal
Revenue Code of 1986, as amended;
(iii) take whatever steps are necessary to implement the
investment program for the Portfolio by the purchase and sale of
securities and other investments authorized under the Trust's
Agreement and Declaration of Trust, By-Laws, and such Portfolio's
currently effective Prospectus and SAI, including the placing of
orders for such purchases and sales;
(iv) regularly report to the Trustees of the Trust and the
Manager with respect to the implementation of the investment program
and, in addition, provide such statistical information and special
reports concerning the Portfolio and/or important developments
materially affecting the investments held, or contemplated
2
<PAGE>
to be purchased, by the Portfolio, as may reasonably be requested by
the Manager or the Trustees of the Trust, including attendance at
Board of Trustees Meetings, as reasonably requested, to present such
information and reports to the Board;
(v) provide determinations of the fair value of certain
portfolio securities when market quotations are not readily available
for the purpose of calculating the Portfolio's net asset value in
accordance with procedures and methods established by the Trustees of
the Trust;
(vi) provide any and all information, records and supporting
documentation about accounts the Adviser manages that have investment
objectives, policies, and strategies substantially similar to those
employed by the Adviser in managing the Portfolio which may be
reasonably necessary, under applicable laws, to allow the Portfolio or
its agent to present information concerning the Adviser's prior
performance in the Prospectus and the SAI of the Portfolio and any
permissible reports and materials prepared by the Portfolio or its
agent; and
(vii) establish appropriate interfaces with the Trust's
administrator and Manager in order to provide such administrator and
Manager with all necessary information requested by the administrator
and Manager.
B. The Adviser, at its expense, will furnish: (i) all necessary
investment and management facilities and investment personnel, including
salaries, expenses and fees of any personnel required for it to faithfully
perform its duties under this Agreement; and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the investment affairs of each Portfolio (excluding that
necessary for the determination of net asset value and shareholder accounting
services).
C. The Adviser will select brokers and dealers to effect all portfolio
transactions subject to the conditions set forth herein. The Adviser will place
all necessary orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions if applicable. The Adviser is directed at all times to
seek to execute brokerage transactions for each Portfolio in accordance with
such policies or practices as may be established by the Board of Trustees and
described in the Trust's currently effective Prospectus and SAI, as amended
from time to time. In placing orders for the purchase or sale of investments
for each Portfolio, in the name of the Portfolio or its nominees, the Adviser
shall use its best efforts to obtain for the Portfolio the most favorable price
and best execution available, considering all of the circumstances, and shall
maintain records adequate to demonstrate compliance with this requirement.
Subject to the appropriate policies and procedures approved by the
Board of Trustees, the Adviser may, to the extent authorized by Section 28(e)
of the Securities and Exchange Act of 1934, cause each Portfolio to pay a
broker or dealer that provides brokerage or research services to the Manager,
the Adviser, and the Portfolio an amount of commission for effecting a
portfolio transaction in excess of the amount of commission
3
<PAGE>
another broker or dealer would have charged for effecting that transaction if
the Adviser determines, in good faith, that such amount of commission is
reasonable in relationship to the value of such brokerage or research services
provided viewed in terms of that particular transaction or the Adviser's
overall responsibilities to each Portfolio or its other advisory clients. To
the extent authorized by said Section 28(e) and the Trust's Board of Trustees,
the Adviser shall not be deemed to have acted unlawfully or to have breached
any duty created by this Agreement or otherwise solely by reason of such
action. In addition, subject to seeking the most favorable price and best
execution available, the Adviser may also consider sales of shares of the Trust
as a factor in the selection of brokers and dealers.
D. On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of the Portfolios as well as other clients
of the Adviser, the Adviser to the extent permitted by applicable laws and
regulations, may, but shall be under no obligation to, aggregate the securities
to be purchased or sold to attempt to obtain a more favorable price or lower
brokerage commissions and efficient execution. In such event, allocation of the
securities so purchased or sold, as well as the expenses incurred in the
transaction, will be made by the Adviser in the manner the Adviser considers to
be the most equitable and consistent with its fiduciary obligations to each
Portfolio and to its other clients.
E. The Adviser will maintain all accounts, books and records with
respect to the Portfolios as are required of an investment adviser of a
registered investment company pursuant to the Investment Company Act and
Advisers Act and the rules thereunder.
3. COMPENSATION OF ADVISER
The Manager will pay the Adviser, with respect to each Portfolio, the
compensation specified in Appendix A to this Agreement. Payments shall be made
to the Adviser on the first day of each month; however, this advisory fee will
be calculated on the daily average value of each Portfolio's assets and accrued
on a daily basis.
4. LIABILITY OF ADVISER
Neither the Adviser nor any of its directors, officers, or employees
shall be liable to the Manager for any loss suffered by the Manager resulting
from its acts or omissions as Adviser to the Portfolios, except for losses to
the Manager or the Trust resulting from willful misconduct, bad faith, or gross
negligence in the performance of, or from reckless disregard of, the duties of
the Adviser or any of its directors, officers or employees. The Adviser, its
directors, officers or employees shall not be liable to the Manager or the
Trust for any loss suffered as a consequence of any action or inaction of other
service providers to the Trust in failing to observe the instructions of the
Adviser, provided such action or inaction of such other service providers to
the Trust is not a result of the willful misconduct, bad faith or gross
negligence in the performance of, or from reckless disregard of, the duties of
the Adviser under this Agreement.
4
<PAGE>
5. NON-EXCLUSIVITY
The services of the Adviser to the Portfolios and the Trust are not to
be deemed to be exclusive, and the Adviser shall be free to render investment
advisory or other services to others (including other investment companies) and
to engage in other activities. It is understood and agreed that the directors,
officers, and employees of the Adviser are not prohibited from engaging in any
other business activity or from rendering services to any other person, or from
serving as partners, officers, directors, trustees, or employees of any other
firm or corporation, including other investment companies.
6. SUPPLEMENTAL ARRANGEMENTS
The Adviser may enter into arrangements with other persons affiliated
with the Adviser for the provision of certain personnel and facilities to the
Adviser to better enable it to fulfill its duties and obligations under this
Agreement.
7. REGULATION
The Adviser shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement any
information, reports, or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
8. RECORDS
The records relating to the services provided under this Agreement
shall be the property of the Trust and shall be under its control; however, the
Trust shall furnish to the Adviser such records and permit it to retain such
records (either in original or in duplicate form) as it shall reasonably
require in order to carry out its duties. In the event of the termination of
this Agreement, such records shall promptly be returned to the Trust by the
Adviser free from any claim or retention of rights therein. The Adviser shall
keep confidential any information obtained in connection with its duties
hereunder and disclose such information only if the Trust has authorized such
disclosure or if such disclosure is expressly required or requested by
applicable federal or state regulatory authorities.
9. DURATION OF AGREEMENT
This Agreement shall become effective with respect to each Portfolio
on the later of the date of its execution or the date of the meeting of the
shareholders of the Portfolio, which for this purpose may be the sole initial
shareholder of the Portfolio, at which meeting the Agreement is approved by the
vote of a majority of the outstanding voting securities (as defined in the
Investment Company Act) of the Portfolio. This Agreement will continue in
effect for each Portfolio a period more than two years from the date of its
execution 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
5
<PAGE>
in either event such continuance shall also be approved by the vote of a
majority of the Trustees who are not "interested persons" (as defined in the
Investment Company Act) ("Independent Trustees") of any party to this 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 any 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 or (b) all the portfolios of the Trust.
If the shareholders of either Portfolio fail to approve the Agreement
or any continuance of the Agreement as to the Portfolio, the Adviser will
continue to act as investment adviser with respect to the Portfolio pending the
required approval of the Agreement or its continuance or of any contract with
the Adviser or a different adviser or subadviser or other definitive action;
provided, that the compensation received by the Adviser in respect of the
Portfolio during the period will be in compliance with Rule 15a-4 under the
Investment Company Act.
10. TERMINATION OF AGREEMENT
This Agreement may be terminated as to any individuao Portfolio at any
time, without the payment of any penalty, by the Board of Trustees, including a
majority of the Independent Trustees, by the vote of a majority of the
outstanding voting securities of such Portfolio, on sixty (60) days' written
notice to the Manager and the Adviser, or by the Manager or Adviser on sixty
(60) days' written notice to the Trust and the other party. This Agreement will
automatically terminate as to all the portfolios, without the payment of any
penalty, in the event of the assignment (as defined in the Investment Company
Act) of this Agreement or in the event the Investment Management Agreement
between the Manager and the Trust is assigned or terminates for any other
reason. This Agreement will also terminate upon written notice to the other
party that the other party is in material breach of this Agreement, unless the
other party in material breach of this Agreement cures such breach to the
reasonable satisfaction of the party alleging the breach within thirty (30)
days after written notice.
11. PROVISION OF CERTAIN INFORMATION BY ADVISER
The Adviser will promptly notify the Manager in writing of the
occurrence of any of the following events:
A. the Adviser fails to be registered as an investment adviser under
the Advisers Act or under the laws of any jurisdiction in which the Adviser is
required to be registered as an investment adviser in order to perform its
obligations under this Agreement;
6
<PAGE>
B. the Adviser is served or otherwise receives notice of any action,
suit, proceeding, inquiry, or investigation, at law or in equity, before or by
any court, public board, or body, involving the affairs of the Trust; and/or
C. the chief executive officer or controlling stockholder of the
Adviser or the portfolio manager of any Portfolio changes or there is otherwise
an actual change in control or management of the Adviser.
12. USE OF ADVISER'S NAME
The Manager will not use the Adviser's name (or that of any affiliate)
in Trust literature without prior review and approval by the Adviser, which may
not be unreasonably withheld or delayed.
13. AMENDMENTS TO THE AGREEMENT
Except to the extent permitted by the Investment Company Act or the
rules or regulations thereunder or pursuant to any exemptive relief granted by
the Securities and Exchange Commission ("SEC"), this Agreement may be amended
by the parties only if such amendment, if material, is specifically approved by
the vote of a majority of the outstanding voting securities of the affected
Portfolio or Portfolios (unless such approval is not required by Section 15 of
the Investment Company Act as interpreted by the SEC or its staff) and by the
vote of a majority of the Independent Trustees cast in person at a meeting
called for the purpose of voting on such approval. The required shareholder
approval shall be effective with respect to any Portfolio if a majority of the
outstanding voting securities of such Portfolio vote to approve the amendment,
notwithstanding that the amendment may not have been approved by a majority of
the outstanding voting securities of any other Portfolio affected by the
amendment or all the portfolios of the Trust.
14. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties with respect to the Portfolios.
15. HEADINGS
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
16. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of each applicable party
in person or by registered mail or a private mail or delivery service providing
the sender with notice of receipt. The specific person to whom notice shall be
provided for each party will be specified in writing
7
<PAGE>
to the other party. Notice shall be deemed given on the date delivered or
mailed in accordance with this paragraph.
17. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void
in law or in equity, the Agreement shall be construed, insofar as is possible,
as if such portion had never been contained herein.
18. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware, or any of the applicable
provisions of the Investment Company Act. To the extent that the laws of the
State of Delaware, or any of the provisions in this Agreement, conflict with
applicable provisions of the Investment Company Act, the latter shall control.
Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the Investment Company Act shall be resolved by reference to such term or
provision of the Investment Company Act and to interpretations thereof, if any,
by the United States courts or, in the absence of any controlling decision of
any such court, by rules, regulations or orders of the SEC validly issued
pursuant to the Investment Company Act. Specifically, the terms "vote of a
majority of the outstanding voting securities," "interested persons,"
"assignment," and "affiliated persons," as used herein shall have the meanings
assigned to them by Section
8
<PAGE>
2(a) of the Investment Company Act. In addition, where the effect of a
requirement of the Investment Company Act reflected in any provision of this
Agreement is relaxed by a rule, regulation or order of the SEC, whether of
special or of general application, such provision shall be deemed to
incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed by their duly authorized officers as of the date first mentioned
above.
EQ FINANCIAL CONSULTANTS, INC. BANKERS TRUST COMPANY
By: /s/ Peter D. Noris By: /s/ Lawrence Lafer
------------------------------ ------------------------------
Name: Peter D. Noris Name: Lawrence Lafer
Title: Executive Vice President Title: Vice President
9
<PAGE>
APPENDIX A
TO
ADVISORY AGREEMENT
WITH
BANKERS TRUST COMPANY
<TABLE>
<CAPTION>
<S> <C>
Portfolio Advisory Fee
--------- ------------
BT Equity Index 0.05% of the Portfolio's average daily net
assets
BT Small Company Index 0.05% of the Portfolio's average daily net
assets
BT International Equity 0.15% of the Portfolio's average daily net
Index assets
</TABLE>
10
<PAGE>
AMENDMENT NO. 1
TO
DISTRIBUTION AGREEMENT
EQ FINANCIAL CONSULTANTS, INC. / CLASS IA SHARES
AMENDMENT ("Amendment"), dated as of December 9, 1997, to Distribution
Agreement relating to the Class IA 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 Agreement will continue in effect
until March 31, 1998 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, as
revised below, the Agreement will continue in effect for a period of more than
one year from the date of the execution of this Amendment No. 1 only so long as
such continuance is approved as specified above.
2. Schedule A. Schedule A to the Original Agreement is replaced in its
entirety by Schedule A attached hereto.
Except as modified and amended hereby, the Original 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 as of the date first above set forth.
EQ ADVISORS TRUST EQ FINANCIAL CONSULTANTS, INC.
By: /s/ Peter D. Noris By: /s/ Michael S. Martin
---------------------------- ------------------------------
Peter D. Noris Michael S. Martin
President and Trustee Chairman of the Board and
Chief Executive Officer
<PAGE>
SCHEDULE A
TO
AMENDMENT NO. 1
TO
EQ FINANCIAL CONSULTANTS, INC. DISTRIBUTION AGREEMENT
CLASS IA SHARES
Portfolios of
EQ Advisors Trust
-----------------
T. Rowe Price International Stock Portfolio
T. Rowe Price Equity Income Portfolio
EQ/Putnam Growth & Income Value Portfolio
EQ/Putnam International Equity Portfolio
EQ/Putnam Investors Growth Portfolio
EQ/Putnam Balanced Portfolio
MFS Research Portfolio
MFS Emerging Growth Companies Portfolio
Morgan Stanley Emerging Markets Equity Portfolio
Warburg Pincus Small Company Value Portfolio
Merrill Lynch World Strategy Portfolio
Merrill Lynch Basic Value Equity Portfolio
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
<PAGE>
AMENDMENT NO. 1
TO
DISTRIBUTION AGREEMENT
EQ FINANCIAL CONSULTANTS, INC. / CLASS IB SHARES
AMENDMENT, dated as of December 9, 1997 ("Amendment"), 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 Agreement will continue in effect
until March 31, 1998 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, as
revised below, the Agreement will continue in effect for a period of more than
one year from the date of the execution of this Amendment No. 1 only so long as
such continuance is approved as specified above.
2. Schedule A. Schedule A to the Original Agreement is replaced in its
entirety by Schedule A attached hereto.
Except as modified and amended hereby, the Original 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 as of the date first above set forth.
EQ ADVISORS TRUST EQ FINANCIAL CONSULTANTS, INC.
By: /s/ Peter D. Noris By: /s/ Michael S. Martin
------------------------ ------------------------------
Peter D. Noris Michael S. Martin
President and Trustee Chairman of the Board and
Chief Executive Officer
<PAGE>
SCHEDULE A
TO
AMENDMENT NO. 1
TO
DISTRIBUTION AGREEMENT
EQ FINANCIAL CONSULTANTS, INC. / CLASS IB SHARES
Portfolios of
EQ Advisors Trust
T. Rowe Price International Stock Portfolio
T. Rowe Price Equity Income Portfolio
EQ/Putnam Growth & Income Value Portfolio
EQ/Putnam International Equity Portfolio
EQ/Putnam Investors Growth Portfolio
EQ/Putnam Balanced Portfolio
MFS Research Portfolio
MFS Emerging Growth Companies Portfolio
Morgan Stanley Emerging Markets Equity Portfolio
Warburg Pincus Small Company Value Portfolio
Merrill Lynch World Strategy Portfolio
Merrill Lynch Basic Value Equity Portfolio
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
<PAGE>
AMENDMENT NO. 1
TO
DISTRIBUTION AGREEMENT
EQUITABLE DISTRIBUTORS, INC. / CLASS IA SHARES
AMENDMENT, dated as of December 9, 1997 ("Amendment"), to Distribution
Agreement relating to the Class IA 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 Agreement will continue in effect
until March 31, 1998 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, as
revised below, the Agreement will continue in effect for a period of more than
one year from the date of the execution of this Amendment No. 1 only so long as
such continuance is approved as specified above.
2. Schedule A. Schedule A to the Original Agreement is replaced in its
entirety by Schedule A attached hereto.
Except as modified and amended hereby, the Original 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 as of the date first above set forth.
EQ ADVISORS TRUST EQUITABLE DISTRIBUTORS, INC.
By: /s/ Peter D. Noris By: /s/ Jerome S. Golden
-------------------------- -----------------------------
Peter D. Noris Jerome S. Golden
President and Trustee Chairman of the Board
<PAGE>
SCHEDULE A
TO
AMENDMENT NO. 1
TO
DISTRIBUTION AGREEMENT
CLASS IA SHARES
Portfolios of
EQ Advisors Trust
-----------------
T. Rowe Price International Stock Portfolio
T. Rowe Price Equity Income Portfolio
EQ/Putnam Growth & Income Value Portfolio
EQ/Putnam International Equity Portfolio
EQ/Putnam Investors Growth Portfolio
EQ/Putnam Balanced Portfolio
MFS Research Portfolio
MFS Emerging Growth Companies Portfolio
Morgan Stanley Emerging Markets Equity Portfolio
Warburg Pincus Small Company Value Portfolio
Merrill Lynch World Strategy Portfolio
Merrill Lynch Basic Value Equity Portfolio
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
<PAGE>
AMENDMENT NO. 1
TO
DISTRIBUTION AGREEMENT
EQUITABLE DISTRIBUTORS, INC. / CLASS IB SHARES
AMENDMENT, dated as of December 9, 1997 ("Amendment"), 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 Agreement will continue in effect
until March 31, 1998 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, as
revised below, the Agreement will continue in effect for a period of one year
from the date of the execution of this Amendment No. 1 and thereafter will
continue annually only so long as such continuance is approved as specified
above.
2. Schedule A. Schedule A to the Original Agreement is replaced in its
entirety with Schedule A attached hereto.
Except as modified and amended hereby, the Original 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 as of the date first above set forth.
EQ ADVISORS TRUST EQUITABLE DISTRIBUTORS, INC.
By: /s/ Peter D. Noris By: /s/ Jerome S. Golden
--------------------------- ---------------------------
Peter D. Noris Jerome S. Golden
President and Trustee Chairman of the Board
<PAGE>
SCHEDULE A
TO
AMENDMENT NO. 1
TO
DISTRIBUTION AGREEMENT
CLASS IB SHARES
Portfolios of
EQ Advisors Trust
-----------------
T. Rowe Price International Stock Portfolio
T. Rowe Price Equity Income Portfolio
EQ/Putnam Growth & Income Value Portfolio
EQ/Putnam International Equity Portfolio
EQ/Putnam Investors Growth Portfolio
EQ/Putnam Balanced Portfolio
MFS Research Portfolio
MFS Emerging Growth Companies Portfolio
Morgan Stanley Emerging Markets Equity Portfolio
Warburg Pincus Small Company Value Portfolio
Merrill Lynch World Strategy Portfolio
Merrill Lynch Basic Value Equity Portfolio
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
<PAGE>
AMENDMENT NO. 1
TO
CUSTODIAN AGREEMENT
Amendment, dated as of December 9, 1997 ("Amendment"), to the
Custodian Agreement dated as of April 14, 1997 ("Original Agreement") by and
between EQ Advisors Trust and The Chase Manhattan Bank.
The parties hereto agree that Appendix A to the Original Agreement is
replaced in its entirety by Appendix A attached hereto.
Except as modified and amended hereby, the Original 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 as of the date first above set forth.
EQ ADVISORS TRUST THE CHASE MANHATTAN BANK
By: /s/ Peter D. Noris By: /s/ John K. Breitweg
--------------------------- ------------------------------
Name: Peter D. Noris Name: John K. Breitweg
Title: President and Trustee Title: Vice President
<PAGE>
APPENDIX A
PORTFOLIOS COVERED BY THIS
CUSTODIAN AGREEMENT
<TABLE>
<CAPTION>
<S> <C>
T. Rowe Price International Stock Portfolio: Warburg Pincus Small Company Value Portfolio:
Class IA and Class IB Class IA and Class IB
T. Rowe Price Equity Income Portfolio: Merrill Lynch World Strategy Portfolio:
Class IA and Class IB Class IA and Class IB
EQ/Putnam Growth & Income Value Portfolio: Merrill Lynch Basic Value Equity Portfolio:
Class IA and Class IB Class IA and Class IB
EQ/Putnam International Equity Portfolio: Lazard Large Cap Value Portfolio:
Class IA and Class IB Class IA and Class IB
EQ/Putnam Investors Growth Portfolio: Lazard Small Cap Value Portfolio:
Class IA and Class IB Class IA and Class IB
EQ/Putnam Balanced Portfolio: JPM Core Bond Portfolio:
Class IA and Class IB Class IA and Class IB
MFS Research Portfolio: BT Small Company Index Portfolio:
Class IA and Class IB Class IA and Class IB
MFS Emerging Growth Companies Portfolio: BT International Equity Index Portfolio:
Class IA and Class IB Class IA and Class IB
Morgan Stanley Emerging Markets Equity BT Equity 500 Index Portfolio:
Class IA and Class Class IA and Class IB
</TABLE>
<PAGE>
AMENDMENT NO. 1
TO
EXPENSE LIMITATION AGREEMENT
This Amendment No. 1 dated December 9, 1997 (the "Amendment") to the
Expense Limitation Agreement dated April 14, 1997, by and between EQ Financial
Consultants, Inc. and EQ Advisors Trust (the "Original Agreement"), amends the
Original Agreement as follows:
1. Duration of Agreement. With respect to each Portfolio specified in
Schedule A to the Original Agreement, the 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 by a majority of the
Board of Trustees of the Trust who are not interested persons of any party to
the Agreement and who have no direct or indirect financial interest in the
operation of the Original Agreement. With respect to each new Portfolio
specified in Schedule A, as revised below, the Agreement will continue in
effect for a period of more than one year from the date of the execution of
this Amendment No. 1 only so long as such continuance is approved as specified
above.
2. Schedule A. Schedule A to the Original Agreement is replaced in its
entirety by Schedule A attached hereto.
Except as modified and amended hereby, the Original Agreement is
hereby ratified and confirmed in full force and effect in accordance with its
terms.
EQ ADVISORS TRUST
ON BEHALF OF EACH OF ITS SERIES
By: /s/ Peter D. Noris
---------------------------------------
Peter D. Noris
President and Trustee
EQ FINANCIAL CONSULTANTS, INC.
By: /s/ Peter D. Noris
---------------------------------------
Peter D. Noris
Executive Vice President
<PAGE>
SCHEDULE A
TO
AMENDMENT NO. 1
TO
EXPENSE LIMITATION AGREEMENT
EXPENSE LIMITATION AMOUNTS
This Agreement relates to the following Portfolios of the Trust:
Maximum Expense
Name of Portfolio Limitation Amount
- -------------------------------------------------------------------------
T. Rowe Price International Stock Portfolio 1.20%
T. Rowe Price Equity Income Portfolio 0.85%
EQ/Putnam Growth & Income Value Portfolio 0.85%
EQ/Putnam International Equity Portfolio 1.20%
EQ/Putnam Investors Growth Portfolio 0.85%
EQ/Putnam Balanced Portfolio 0.90%
MFS Research Portfolio 0.85%
MFS Emerging Growth Companies Portfolio 0.85%
Morgan Stanley Emerging Markets Equity Portfolio 1.75%
Warburg Pincus Small Company Value Portfolio 1.00%
Merrill Lynch World Strategy Portfolio 1.20%
Merrill Lynch Basic Value Equity Portfolio 0.85%
Lazard Small Cap Value Portfolio 1.20%
Lazard Large Cap Value Portfolio 0.90%
JPM Core Bond Portfolio 0.80%
BT Small Company Index Portfolio 0.60%
BT International Equity Index Portfolio 0.80%
BT Equity 500 Index Portfolio 0.55%
2
<PAGE>
ORGANIZATIONAL EXPENSE
REIMBURSEMENT AGREEMENT
This Agreement is made this 9th day of December 1997, by and between
EQ Financial Consultants, Inc. (the "Manager") and EQ Advisors Trust (the
"Trust"), on behalf of each series of the Trust set forth in Schedule A (each a
"Portfolio," and collectively, the "Portfolios").
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
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 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
Portfolio, the Trust shall be obligated to reimburse and pay
to the Manager, or such affiliated companies of the Manager
as of 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 ITS
SERIES SET FORTH IN SCHEDULE A
By: /s/ Peter D. Noris
----------------------------------
Peter D. Noris
President and Trustee
EQ FINANCIAL CONSULTANTS, INC.
By: /s/ Peter D. Noris
----------------------------------
Peter D. Noris
Executive Vice President
<PAGE>
SCHEDULE A
This Agreement relates to the following Portfolios of the Trust:
Lazard Large Cap Value Portfolio
Lazard Small Cap Value Portfolio
JPM Core Bond Portfolio
BT Small Company Index Portfolio
BT International Equity Index Portfolio
BT Equity 500 Index Portfolio
<PAGE>
AMENDMENT NO. 1
TO
PARTICIPATION AGREEMENT
Amendment, dated as of December 9, 1997 ("Amendment"), to
Participation Agreement dated as of April 14, 1997 ("Original Agreement") by
and among EQ Advisors Trust, The Equitable Life Assurance Society of the United
States, Equitable Distributors, Inc. and EQ Financial Consultants, Inc.
(collectively, the "Parties").
The Parties hereby agree that Schedule B to the Original Agreement is
replaced in its entirety by the schedule attached hereto entitled "Schedule B".
Except as modified and amended hereby, the Original 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 as of the date first above set forth.
<TABLE>
<CAPTION>
<S> <C>
EQ ADVISORS TRUST THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By: /s/ Peter D. Noris By: /s/ Peter D. Noris
----------------------------- -------------------------------
Name: Peter D. Noris Name: Peter D. Noris
Title: President and Trustee Title: Executive Vice President
and Chief Investment Officer
EQUITABLE DISTRIBUTORS, INC. EQ FINANCIAL CONSULTANTS, INC.
By: /s/ Peter D. Noris By: /s/ Peter D. Noris
_____________________________ _____________________________
Name: Jerome S. Golden Name: Michael S. Martin
Title: Chairman of the Board Title: Chairman of the Board
and Chief Executive Officer
</TABLE>
<PAGE>
SCHEDULE B
TO
AMENDMENT NO. 1 TO PARTICIPATION AGREEMENT
DESIGNATED PORTFOLIOS AND CLASSES
Portfolios of
EQ Advisors Trust
-----------------
<TABLE>
<CAPTION>
<S> <C>
T. Rowe Price International Stock Portfolio Warburg Pincus Small Company Value
Class IA Shares Portfolio
Class IB Shares Class IA Shares
Class IB Shares
T. Rowe Price Equity Income Portfolio Merrill Lynch World Strategy Portfolio
Class IA Shares Class IA Shares
Class IB Shares Class IB Shares
EQ/Putnam Growth & Income Value Portfolio Merrill Lynch Basic Value Equity
Class IA Shares Portfolio
Class IB Shares Class IA Shares
Class IB Shares
EQ/Putnam International Equity Portfolio
Class IA Shares Lazard Large Cap Value Portfolio
Class IB Shares Class IA Shares
Class IB Shares
EQ/Putnam Investors Growth Portfolio
Class IA Shares Lazard Small Cap Value Portfolio
Class IB Shares Class IA Shares
Class IB Shares
EQ/Putnam Balanced Portfolio
Class IA Shares JPM Core Bond Portfolio
Class IB Shares Class IA Shares
Class IB Shares
MFS Research Portfolio
Class IA Shares BT Small Company Index Portfolio
Class IB Shares Class IA Shares
Class IB Shares
MFS Emerging Growth Companies Portfolio
Class IA Shares BT International Equity Index Portfolio
Class IB Shares Class IA Shares
Class IB Shares
Morgan Stanley Emerging Markets Equity Portfolio
Class IA Shares BT Equity 500 Index Portfolio
Class IB Shares Class IA Shares
Class IB Shares
</TABLE>
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the use in the Statement of Additional Information
constituting part of Post-Effective Amendment No. 3 to the registration
statement on Form N-1A which has been incorporated by reference in this
Post-Effective Amendment No. 4 to the registration statement on Form N-1A (the
"Registration Statement") of our report dated April 2, 1997, relating to the
statement of assets and liabilities of EQ Advisors Trust. We also consent to
the reference to us under the heading "Other Services - Independent Accountant"
in the Statement of Additional Information of Post-Effective Amendment No. 3
which is incorporated by reference into this Registration Statement.
/s/ Price Waterhouse LLP
- ------------------------------
PRICE WATERHOUSE LLP
1177 Avenue of the Americas
New York, New York
December 22, 1997
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
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<NAME> EQ ADVISORS TRUST
<SERIES>
<NUMBER> 12
<NAME> MERRILL LYNCH BASIC VALUE EQUITY PORTFOLIO
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> MAY-01-1997
<PERIOD-END> JUN-30-1997
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<INVESTMENTS-AT-VALUE> 6,282
<RECEIVABLES> 959
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 30
<TOTAL-ASSETS> 7,271
<PAYABLE-FOR-SECURITIES> 1,141
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 76
<TOTAL-LIABILITIES> 1,217
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 5,749
<SHARES-COMMON-STOCK> 552
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<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 1
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 291
<NET-ASSETS> 6,054
<DIVIDEND-INCOME> 8
<INTEREST-INCOME> 10
<OTHER-INCOME> 0
<EXPENSES-NET> (5)
<NET-INVESTMENT-INCOME> 13
<REALIZED-GAINS-CURRENT> 1
<APPREC-INCREASE-CURRENT> 291
<NET-CHANGE-FROM-OPS> 305
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<DISTRIBUTIONS-OF-INCOME> 0
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<NET-CHANGE-IN-ASSETS> 6,054
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<GROSS-EXPENSE> 50
<AVERAGE-NET-ASSETS> 3,756
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.02
<PER-SHARE-GAIN-APPREC> 0.96
<PER-SHARE-DIVIDEND> 0
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<TABLE> <S> <C>
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<ARTICLE> 6
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<SERIES>
<NUMBER> 11
<NAME> MERRILL LYNCH WORLD STRATEGY PORTFOLIO
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> MAY-01-1997
<PERIOD-END> JUN-30-1997
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<INVESTMENTS-AT-VALUE> 6,353
<RECEIVABLES> 224
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 43
<TOTAL-ASSETS> 6,620
<PAYABLE-FOR-SECURITIES> 20
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 112
<TOTAL-LIABILITIES> 132
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6,010
<SHARES-COMMON-STOCK> 594
<SHARES-COMMON-PRIOR> 0
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<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> (2)
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 454
<NET-ASSETS> 6,488
<DIVIDEND-INCOME> 19
<INTEREST-INCOME> 18
<OTHER-INCOME> 0
<EXPENSES-NET> (11)
<NET-INVESTMENT-INCOME> 26
<REALIZED-GAINS-CURRENT> (2)
<APPREC-INCREASE-CURRENT> 454
<NET-CHANGE-FROM-OPS> 478
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<DISTRIBUTIONS-OF-INCOME> 0
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<NUMBER-OF-SHARES-SOLD> 659
<NUMBER-OF-SHARES-REDEEMED> (65)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 6,488
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
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<OVERDIST-NET-GAINS-PRIOR> 0
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<GROSS-EXPENSE> 91
<AVERAGE-NET-ASSETS> 5,512
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.04
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<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0001027263
<NAME> EQ ADVISORS TRUST
<SERIES>
<NUMBER> 8
<NAME> MFS EMERGING GROWTH COMPANIES PORTFOLIO
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> MAY-01-1997
<PERIOD-END> JUN-30-1997
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<SENIOR-LONG-TERM-DEBT> 0
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<TOTAL-LIABILITIES> 2,127
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 14,577
<SHARES-COMMON-STOCK> 1,371
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 9
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 596
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 218
<NET-ASSETS> 15,400
<DIVIDEND-INCOME> 4
<INTEREST-INCOME> 18
<OTHER-INCOME> 0
<EXPENSES-NET> (13)
<NET-INVESTMENT-INCOME> 9
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<NET-CHANGE-FROM-OPS> 823
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<NUMBER-OF-SHARES-SOLD> 2,859
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<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.01
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<ARTICLE> 6
<CIK> 0001027263
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<SERIES>
<NUMBER> 7
<NAME> MFS RESEARCH PORTFOLIO
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> MAY-01-1997
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<OTHER-ITEMS-ASSETS> 589
<TOTAL-ASSETS> 21,710
<PAYABLE-FOR-SECURITIES> 4,908
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 100
<TOTAL-LIABILITIES> 5,008
<SENIOR-EQUITY> 0
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<SHARES-COMMON-STOCK> 1,517
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 19
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 60
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 540
<NET-ASSETS> 16,702
<DIVIDEND-INCOME> 13
<INTEREST-INCOME> 18
<OTHER-INCOME> 0
<EXPENSES-NET> (12)
<NET-INVESTMENT-INCOME> 19
<REALIZED-GAINS-CURRENT> 60
<APPREC-INCREASE-CURRENT> 540
<NET-CHANGE-FROM-OPS> 619
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<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 1,538
<NUMBER-OF-SHARES-REDEEMED> (21)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 16,702
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 8
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 84
<AVERAGE-NET-ASSETS> 8,404
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.01
<PER-SHARE-GAIN-APPREC> 1.00
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
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<PER-SHARE-NAV-END> 11.01
<EXPENSE-RATIO> 0.85
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0001027263
<NAME> EQ ADVISORS TRUST
<SERIES>
<NUMBER> 6
<NAME> PUTNAM BALANCED PORTFOLIO
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> MAY-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 6,914
<INVESTMENTS-AT-VALUE> 7,194
<RECEIVABLES> 401
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 28
<TOTAL-ASSETS> 7,623
<PAYABLE-FOR-SECURITIES> 452
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 120
<TOTAL-LIABILITIES> 572
<SENIOR-EQUITY> 0
<PAID-IN-CAPITAL-COMMON> 6,722
<SHARES-COMMON-STOCK> 662
<SHARES-COMMON-PRIOR> 0
<ACCUMULATED-NII-CURRENT> 35
<OVERDISTRIBUTION-NII> 0
<ACCUMULATED-NET-GAINS> 15
<OVERDISTRIBUTION-GAINS> 0
<ACCUM-APPREC-OR-DEPREC> 279
<NET-ASSETS> 7,051
<DIVIDEND-INCOME> 17
<INTEREST-INCOME> 26
<OTHER-INCOME> 0
<EXPENSES-NET> (8)
<NET-INVESTMENT-INCOME> 35
<REALIZED-GAINS-CURRENT> 15
<APPREC-INCREASE-CURRENT> 279
<NET-CHANGE-FROM-OPS> 329
<EQUALIZATION> 0
<DISTRIBUTIONS-OF-INCOME> 0
<DISTRIBUTIONS-OF-GAINS> 0
<DISTRIBUTIONS-OTHER> 0
<NUMBER-OF-SHARES-SOLD> 677
<NUMBER-OF-SHARES-REDEEMED> (15)
<SHARES-REINVESTED> 0
<NET-CHANGE-IN-ASSETS> 7,051
<ACCUMULATED-NII-PRIOR> 0
<ACCUMULATED-GAINS-PRIOR> 0
<OVERDISTRIB-NII-PRIOR> 0
<OVERDIST-NET-GAINS-PRIOR> 0
<GROSS-ADVISORY-FEES> 5
<INTEREST-EXPENSE> 0
<GROSS-EXPENSE> 74
<AVERAGE-NET-ASSETS> 5,586
<PER-SHARE-NAV-BEGIN> 10.00
<PER-SHARE-NII> 0.05
<PER-SHARE-GAIN-APPREC> 0.59
<PER-SHARE-DIVIDEND> 0
<PER-SHARE-DISTRIBUTIONS> 0
<RETURNS-OF-CAPITAL> 0
<PER-SHARE-NAV-END> 10.64
<EXPENSE-RATIO> 0.90
<AVG-DEBT-OUTSTANDING> 0
<AVG-DEBT-PER-SHARE> 0
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 6
<CIK> 0001027263
<NAME> EQ ADVISORS TRUST
<SERIES>
<NUMBER> 3
<NAME> PUTNAM GROWTH AND INCOME VALUE PORTFOLIO
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-START> MAY-01-1997
<PERIOD-END> JUN-30-1997
<INVESTMENTS-AT-COST> 19,428
<INVESTMENTS-AT-VALUE> 19,789
<RECEIVABLES> 1,322
<ASSETS-OTHER> 0
<OTHER-ITEMS-ASSETS> 90
<TOTAL-ASSETS> 21,201
<PAYABLE-FOR-SECURITIES> 2,402
<SENIOR-LONG-TERM-DEBT> 0
<OTHER-ITEMS-LIABILITIES> 79
<TOTAL-LIABILITIES> 2,481
<SENIOR-EQUITY> 0
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