0001193125-14-140646 Sample Contracts

EQ ADVISORS TRUST INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 11th, 2014 • Eq Advisors Trust • New York

AGREEMENT, dated as of April 4, 2014, by and between AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (the “Manager”), and Horizon Asset Management, LLC (“Sub-Adviser”), a limited liability company organized in the State of Delaware.

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AMENDMENT NO. 9 EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 11th, 2014 • Eq Advisors Trust

Amendment No. 9, effective as of June 1, 2014 to the Expense Limitation Agreement between AXA Equitable Funds Management Group, LLC (“FMG LLC” or the “Manager”) and EQ Advisors Trust (the “Trust”) (“Amendment No. 9”).

AMENDMENT NO. 10 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 10 to the Investment Management Agreement (“Amendment No. 10”), effective as of June 1, 2014 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (“FMG LLC” or “Manager”).

EQ ADVISORS TRUST INVESTMENT ADVISORY AGREEMENT
Eq Advisors Trust • April 11th, 2014 • Eq Advisors Trust • New York

AGREEMENT, dated as of June 1, 2014, by and between AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (the “Manager”), and ClearBridge Investments, LLC, a Delaware limited liability company (“Sub-Adviser”).

EQ ADVISORS TRUST REVISED FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
Sub-Advisory Agreement • April 11th, 2014 • Eq Advisors Trust • New York

AGREEMENT, effective as of June 1, 2014, by and between AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (the “Manager”), and Scotia Institutional Asset Management US, Ltd (formerly, GCIC US Ltd.), a corporation organized under the laws of the Province of Ontario (“Sub-Adviser”).

EQ ADVISORS TRUST REVISED FORM OF INVESTMENT SUB-ADVISORY AGREEMENT
Investment Sub-Advisory Agreement • April 11th, 2014 • Eq Advisors Trust • New York

THIS AGREEMENT, dated as of June 1, 2014, by and between AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (the “Manager”), and Post Advisory Group, LLC (“Sub-Adviser”), a Delaware limited liability company.

EQ ADVISORS TRUST REVISED FORM OF AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of June 1, 2014 (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and Wellington Management Company, LLP, a limited liability partnership organized under the laws of the Commonwealth of Massachusetts (“Wellington” or “Adviser”).

EQ ADVISORS TRUST REVISED FORM OF AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of June 1, 2014 (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and Marsico Capital Management, LLC, a Delaware limited liability company (“Marsico” or “Adviser”).

AMENDMENT NO. 9 TO THE INVESTMENT MANAGEMENT AGREEMENT
Investment Management Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 9 to the Investment Management Agreement (“Amendment No. 9”), effective as of April 4, 2014 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (“FMG LLC” or “Manager”).

EQ ADVISORS TRUST REVISED FORM OF AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of June 1, 2014 (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and Franklin Advisers Inc., a corporation organized under the laws of the State of California (“Franklin Advisers” or “Adviser”).

EQ ADVISORS TRUST REVISED FORM OF AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of June 1, 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”).

EQ ADVISORS TRUST REVISED FORM OF AMENDMENT NO. 1 INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of June 1, 2014 between AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (“FMG LLC” or “Manager”) and EARNEST Partners, LLC , a Delaware limited liability company (“EARNEST” or “Adviser”).

AMENDMENT NO. 25 AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • April 11th, 2014 • Eq Advisors Trust

Amendment No. 25, dated as of June 1, 2014 (“Amendment No. 25”), to the Amended and Restated Global Custody Agreement, dated as of February 1, 2002, as amended (“Agreement”), by and between EQ Advisors Trust (“Trust”) and JPMorgan Chase Bank, N.A. (“Bank”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.

REVISED FORM OF AMENDMENT NO. 22 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS IB SHARES
Distribution Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 22 to the Amended and Restated Distribution Agreement (“Amendment No. 22”), dated as of June 1, 2014, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

EQ ADVISORS TRUST REVISED FORM OF AMENDMENT NO. 4 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 4 to the Investment Advisory Agreement effective as of June 1, 2014 as amended, (“Amendment No. 4”) between AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (“FMG LLC” or “Manager”) and AllianceBernstein L.P., a Delaware limited partnership (“Alliance” or “Adviser”).

AMENDMENT NO. 24 AMENDED AND RESTATED GLOBAL CUSTODY AGREEMENT
Global Custody Agreement • April 11th, 2014 • Eq Advisors Trust

Amendment No. 24, dated as of April 4, 2014 (“Amendment No. 24”), to the Amended and Restated Global Custody Agreement, dated as of February 1, 2002, as amended (“Agreement”), by and between EQ Advisors Trust (“Trust”) and JPMorgan Chase Bank, N.A. (“Bank”). Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement.

REVISED FORM OF AMENDMENT NO. 2 PARTICIPATION AGREEMENT
Participation Agreement • April 11th, 2014 • Eq Advisors Trust

Amendment No. 2, dated as of June 1, 2014 (“Amendment No. 2”), to the Participation Agreement, dated as of October 1, 2013 (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company and AXA Distributors, LLC (collectively, the “Parties”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of April 4, 2014 (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and Morgan Stanley Investment Management Inc., a Delaware corporation (“Morgan Stanley” or “Adviser”).

EQ ADVISORS TRUST REVISED FORM OF INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 11th, 2014 • Eq Advisors Trust • New York

THIS AGREEMENT, dated as of June 1, 2014 by and between AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (the “Manager”), and Thornburg Investment Management, Inc. (“Sub-Adviser”), a Delaware corporation.

REVISED FORM OF AMENDMENT NO. 5 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 11th, 2014 • Eq Advisors Trust

Amendment No. 5, dated as of June 1, 2014 (“Amendment No. 5”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company of America and AXA Distributors, LLC (collectively, the “Parties”).

REVISED FORM OF AMENDMENT NO. 3 SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 11th, 2014 • Eq Advisors Trust

Amendment No. 3, dated as of April 4, 2014 (“Amendment No. 3”), to the Second Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), AXA Equitable Life Insurance Company, AXA Equitable Funds Management Group, LLC and AXA Distributors, LLC (collectively, the “Parties”).

REVISED FORM OF AMENDMENT NO. 4 AMENDED AND RESTATED DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC - CLASS IA SHARES
Distribution Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 4 to the Amended and Restated Distribution Agreement (“Amendment No. 4”), dated as of June 1, 2014 between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

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AMENDMENT NO. 3 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 11th, 2014 • Eq Advisors Trust

Amendment No. 3, dated as of November 1, 2013 (“Amendment No. 3”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company of America and AXA Distributors, LLC (collectively, the “Parties”).

EQ ADVISORS TRUST REVISED FORM OF AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of June 1, 2014 (“Amendment No. 2”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and T. Rowe Price Associates, Inc., a Maryland corporation (“T. Rowe” or “Adviser”).

AMENDMENT NO. 8 EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 11th, 2014 • Eq Advisors Trust

Amendment No. 8, effective as of May 1, 2014 to the Expense Limitation Agreement between AXA Equitable Funds Management Group, LLC (“FMG LLC” or the “Manager”) and EQ Advisors Trust (the “Trust”) (“Amendment No. 8”).

EQ ADVISORS TRUST AMENDMENT NO. 2 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 2 to the Investment Advisory Agreement effective as of April 4, 2014, as amended, (“Amendment No. 2”) between AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (“FMG LLC” or “Manager”) and BlackRock Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“BlackRock” or “Adviser”).

REVISED FORM OF AMENDMENT NO. 4 SECOND AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 11th, 2014 • Eq Advisors Trust

Amendment No. 4, dated as of June 1, 2014 (“Amendment No. 4”), to the Second Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), AXA Equitable Life Insurance Company, AXA Equitable Funds Management Group, LLC and AXA Distributors, LLC (collectively, the “Parties”).

REVISED FORM OF AMENDMENT NO. 5 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS K SHARES
Distribution Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 5 to the Distribution Agreement (“Amendment No. 5”), dated as of April 4, 2014, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

REVISED FORM OF AMENDMENT NO. 1 PARTICIPATION AGREEMENT
Participation Agreement • April 11th, 2014 • Eq Advisors Trust

Amendment No. 1, dated as of April 4, 2014 (“Amendment No. 1”), to the Participation Agreement, dated as of October 1, 2013 (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company and AXA Distributors, LLC (collectively, the “Parties”).

EQ ADVISORS TRUST AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of April 11, 2014 (“Amendment No. 1”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and Lord, Abbett & Co. LLC, a Delaware limited liability company (“Lord Abbett” or “Adviser”).

REVISED FORM OF AMENDMENT NO. 4 AMENDED AND RESTATED PARTICIPATION AGREEMENT
Participation Agreement • April 11th, 2014 • Eq Advisors Trust

Amendment No. 4, dated as of April 4, 2014 (“Amendment No. 4”), to the Amended and Restated Participation Agreement, dated as of May 23, 2012, as amended (“Agreement”), by and among EQ Advisors Trust (“Trust”), MONY Life Insurance Company of America and AXA Distributors, LLC (collectively, the “Parties”).

EQ ADVISORS TRUST AMENDMENT NO. 4 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 4 to the Investment Advisory Agreement effective as of June 1, 2014 (“Amendment No. 4”) between AXA Equitable Funds Management Group, LLC, a limited liability company organized under the laws of the State of Delaware (“FMG LLC” or “Manager”) and Pacific Investment Management Company LLC, a limited liability company organized under the laws of the State of Delaware (“PIMCO” or “Adviser”).

AMENDMENT NO. 7 EXPENSE LIMITATION AGREEMENT
Expense Limitation Agreement • April 11th, 2014 • Eq Advisors Trust

Amendment No. 7, effective as of April 11, 2014 to the Expense Limitation Agreement between AXA Equitable Funds Management Group, LLC (“FMG LLC” or the “Manager”) and EQ Advisors Trust (the “Trust”) (“Amendment No. 7”).

EQ ADVISORS TRUST AMENDMENT NO. 3 TO THE INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 3 to the Investment Advisory Agreement effective as of June 1, 2014, as amended, (“Amendment No. 3”) between AXA Equitable Funds Management Group, LLC, a Delaware limited liability company (“FMG LLC” or “Manager”) and BlackRock Investment Management LLC, a limited liability company organized under the laws of the State of Delaware (“BlackRock” or “Adviser”).

REVISED FORM OF AMENDMENT NO. 6 DISTRIBUTION AGREEMENT EQ ADVISORS TRUST – AXA DISTRIBUTORS, LLC – CLASS K SHARES
Distribution Agreement • April 11th, 2014 • Eq Advisors Trust

AMENDMENT NO. 6 to the Distribution Agreement (“Amendment No. 6”), dated as of June 1, 2014, between EQ Advisors Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).

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