EQ ADVISORS TRUST [FORM OF] AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Exhibit (d)(15)(iii)
[FORM OF] AMENDMENT NO. 2 TO THE
AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of [ , 2014] (“Amendment No. 2”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (“FMG LLC” or “Manager”) and SSgA Funds Management, Inc., a Massachusetts corporation (“SSgA” or “Adviser”).
WHEREAS, FMG LLC and SSgA agree to modify the Investment Advisory Agreement dated as of May 1, 2011, (“Agreement”) as follows:
1. New Portfolios. FMG LLC hereby appoints SSgA as the Adviser to an Allocated Portion of each of Multimanager Core Bond Portfolio and Multimanager Technology Portfolio (“New Portfolios”).
2. Existing Portfolio. The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to EQ/Core Bond Index Portfolio, EQ/Intermediate Government Bond Portfolio, EQ/Large Cap Value Index Portfolio and EQ/Mid Cap Index Portfolio.
3. Duration of Agreement.
| a. | Except as noted in subsection (b) below, with respect to the Portfolios specified in Appendix A to the Agreement (except as provided below), the Agreement will continue in effect for a 12 month period beyond [ , 2014] and may be continued thereafter pursuant to subsection (c) below. |
| b. | With respect to each New Portfolios specified in Amendment No. 2, the Agreement will continue in effect for a period of two years beginning [ , 2014] and may be continued thereafter pursuant to subsection (c) below. |
| c. | With respect to each Portfolio, the Agreement shall continue in effect annually after the date specified in subsection (a) or (b), as the case may be, only so long as such continuance is specifically approved at least annually by a majority of the Trustees who are not a party to the agreement or interested persons as defined in the Investment Company Act of 1940, as amended (“1940 Act”) (“Independent Trustees”), and by either the Board of Trustees or a vote of a majority of the outstanding shares of the Portfolio. The required shareholder approval of the Agreement or of any continuance of the Agreement shall be effective with respect to a Portfolio if a majority of the outstanding voting securities of the series (as defined in Rule 18f-2(h) under the 0000 Xxx) vote to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement, or (b) all the Portfolios of the Trust. |
4. Appendix A. Appendix A to the Agreement setting forth the Portfolios of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser is hereby replaced in its entirety by Appendix A attached hereto.
5. Ratification. Except as modified and amended hereby, the Agreement is hereby ratified and confirmed in full force and effect in accordance with its terms.
6. All capitalized terms not otherwise defined herein shall have the meaning set forth in the Agreement.
IN WITNESS WHEREOF, the Parties have executed and delivered this Amendment No. 2 as of the date first set forth above.
| AXA EQUITABLE FUNDS MANAGEMENT GROUP, LLC |
SSgA FUNDS MANAGEMENT, INC. | |||||||
| By: |
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By: |
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| Xxxxxx X. Xxxxx Chairman, Chief Executive Officer and President |
Name: Title: | |||||||
APPENDIX B
AMENDMENT NO. 2 TO THE
The Manager shall pay the Adviser monthly compensation computed daily at an annual rate equal to the following:
| Portfolio |
Annual Advisory Fee Rate | |
| EQ/Core Bond Index Portfolio |
0.02% of the Portfolio’s average daily net assets up to and including $2 billion; 0.015% of the Portfolio’s average daily net assets in excess of $2 billion | |
| EQ/Intermediate Government Bond Portfolio |
0.02% of the Portfolio’s average daily net assets up to and including $2 billion; 0.015% of the Portfolio’s average daily net assets in excess of $2 billion. | |
| EQ/Large Cap Value Index Portfolio |
0.02% of the Portfolio’s average daily net assets up to and including $150 million; 0.015% of the Portfolio’s average daily net assets in excess of $150 million. | |
| EQ/Mid Cap Index Portfolio |
0.02% of the Portfolio’s average daily net assets up to and including $150 million; 0.015% of the Portfolio’s average daily net assets in excess of $150 million. | |
| Multimanager Core Bond Portfolio |
0.02% of the Index Allocated Portion’s average daily net assets up to and including $2 billion; 0.015% of the Index Allocated Portion’s average daily net assets in excess of $2 billion | |
| Multimanager Technology Portfolio |
0.04% of the Index Allocated Portion’s average daily net assets up to and including $100 million; 0.03% of the Index Allocated Portion’s average daily net assets in excess of $100 million up to and including $600 million; 0.0275% of the Index Allocated Portion’s average daily net assets in excess of $600 million | |
