EQ ADVISORS TRUST REVISED AMENDMENT NO. 3 INVESTMENT ADVISORY AGREEMENT
Exhibit (d)(54)(v)
REVISED
AMENDMENT NO. 3
AMENDMENT NO. 3 to the Investment Advisory Agreement dated effective April 1, 2009 between AXA Equitable Life Insurance Company, a New York corporation (“AXA Equitable” or “Manager”) and BlackRock Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“BlackRock or Adviser”).
WHEREAS, AXA Equitable and BlackRock agree to modify the Investment Advisory Agreement, dated as of October 1, 2006, as amended, (“Agreement”) as follows:
1. New Portfolios. AXA Equitable hereby appoints BlackRock to serve as the adviser to an allocated portion of the following new Portfolios of the Trust:
EQ/AXA Franklin Income Core Portfolio
EQ/AXA Xxxxxxxxx Growth Core Portfolio
EQ/AXA Mutual Shares Core Portfolio
EQ/AXA Franklin Small Cap Value Core Portfolio
EQ/Global Multi-Sector Equity Portfolio
EQ/Global Bond PLUS Portfolio
2. Existing Portfolio. The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to the EQ/BlackRock Basic Value Equity Portfolio.
3. Duration of Agreement.
| a. | Except as noted in subsection (b) below, with respect to each existing Portfolio as specified in Appendix A to the Agreement (except as provided below), the Agreement will continue in effect for a 12 month period beyond July 31, 2008 and may be continued thereafter pursuant to subsection (c) below. |
| b. | With respect to the New Portfolios specified in Amendment No. 3, the Agreement will continue in effect for a two year period beginning April 1, 2009 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) 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 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 with respect to the Portfolios is hereby replaced in its entirety by Appendix A attached hereto. Appendix A also includes, for purposes of calculating the fee payable to the Adviser, a series of a related trust, the AXA Offshore Multimanager Funds Trust.
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.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 3 as of the date set forth below.
| AXA EQUITABLE LIFE INSURANCE COMPANY | BLACKROCK INVESTMENT MANAGEMENT LLC | |||||||
| By: | /s/ Xxxxxx X. Xxxxx |
By: | /s/ Xxxxx Xxxxxxxx | |||||
| Xxxxxx X. Xxxxx | Name: Xxxxx Xxxxxxxx | |||||||
| Senior Vice President | Title: Managing Director | |||||||
APPENDIX A
REVISED
AMENDMENT NO. 3 TO
BLACKROCK INVESTMENT MANAGEMENT LLC
| Related Portfolios |
Annual Advisory Fee Rate*** | |
| Basic Value Portfolios, which shall consist of the EQ/BlackRock Basic Value Equity Portfolio and Other Allocated Portion(s) ** identified directly below (collectively, referred to as “Basic Value Portfolios”):
AXA Conservative Multimanager Fund, a series of the AXA Offshore Multimanager Funds Trust*,** AXA Moderate Multimanager Fund, a series of the AXA Offshore Multimanager Funds Trust*,** AXA Aggressive Multimanager Fund, a series of the AXA Offshore Multimanager Funds Trust*,** |
.40% of the Basic Value Portfolios’ average daily net assets up to and including $100 million; 0.375% of the Basic Value Portfolios’ average daily net assets in excess of $100 million up to and including $300 million; 0.35% of the Basic Value Portfolios’ average daily net assets in excess of $300 million up to and including $500 million; 0.325% of the Basic Value Portfolios’ average daily net assets in excess of $500 million up to and including $1 billion; and 0.30% in excess of $1 billion. | |
| Portfolio |
Annual Advisory Fee Rate | |
| EQ/AXA Franklin Income Core Portfolio* EQ/AXA Xxxxxxxxx Growth Core Portfolio* EQ/AXA Mutual Shares Core Portfolio* EQ/AXA Franklin Small Cap Value Core Portfolio* EQ/Global Multi-Sector Equity Portfolio* EQ/Global Bond PLUS Portfolio* |
0.02% of the Index Allocated Portion’s average daily net assets. | |
| * | Fee to be paid with respect to this Portfolio shall be based only on the portion of the Portfolio’s average daily net assets advised by the Adviser, which is referred to as an “Index Allocated Portion.” |
| ** | Other Allocated Portions are other investment companies (or series or portions thereof) that are managed by the Manager and advised by the Adviser, which are classified as “Basic Value Portfolios.”) |
| *** | The daily advisory fee for the Basic Value Portfolios is calculated by multiplying the aggregate net assets of the Basic Value Portfolios at the close of the immediately preceding day by the Annual Advisory Fee Rate calculated as set forth above and then dividing the result by the number of days in the year. The daily fee applicable to each Allocated Portion is the portion of the daily advisory fee for the Related Portfolios equal to the Allocated Portion’s net assets relative to the aggregate net assets of the Related Portfolios, including the Allocated Portion used in the fee calculation. |
