FORM OF EQ ADVISORS TRUST AMENDMENT NO. 2 INVESTMENT ADVISORY AGREEMENT
Exhibit (d)(22)(xii)
FORM OF
AMENDMENT NO. 2
AMENDMENT NO. 2 to the Investment Advisory Agreement dated as of May 1, 2009 between AXA Equitable Life Insurance Company, a New York stock life insurance corporation (“AXA Equitable” or “Manager”) and ▇▇▇▇▇▇▇ Capital Management, LLC, a Delaware limited liability company (“Adviser”).
AXA Equitable and Adviser agree to modify the Investment Advisory Agreement dated as of December 14, 2007, as amended (“Agreement”) relating to the EQ/▇▇▇▇▇▇▇ Focus Portfolio (“Portfolio”) of EQ Advisors Trust (“Trust”) as follows:
1. Name Change. The name of the EQ/▇▇▇▇▇▇▇ Focus Portfolio is changed to EQ/Focus PLUS Portfolio.
2. Existing Portfolio. The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to an allocated portion of the Portfolio.
3. Appendix A. Appendix A to the Agreement setting for the Portfolio of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser with respect to the Portfolio is hereby replaced in its entirety by Appendix A attached hereto.
4. 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. 2 as of the date first set forth above.
| AXA EQUITABLE LIFE INSURANCE COMPANY |
▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, LLC | |||||||
| By: |
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Senior Vice President |
By: |
Name: Title: | |||||
APPENDIX A
AMENDMENT NO. 2
TO
WITH
▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, LLC
The Manager shall pay the Adviser monthly compensation computed daily at an annual rate equal to the following:
| Related Portfolios |
Annual Advisory Fee Rate*** | |
| Focus Portfolios, which shall consist of the following Portfolio and Other Allocated Portions** of a Related Portfolio (collectively referred to as “Focus Portfolios”):
EQ/Focus PLUS Portfolio* EQ/Large Cap Growth PLUS Portfolio (a series of the Trust)* AXA Conservative Multimanager Fund (a series of AXA Offshore Multimanager Funds Trust)* AXA Moderate Multimanager Fund (a series of AXA Offshore Multimanager Funds Trust)* AXA Aggressive Multimanager Fund (a series of AXA Offshore Multimanager Funds Trust)* |
0.450% of the Focus Portfolios’ average daily net assets up to and including $400 million; 0.400% of the Focus Portfolios’ average daily net assets over $400 million and up to and including $1 billion; 0.375% of the Focus Portfolios’ average daily net assets over $1 billion and up to and including $1.5 billion; and 0.350% of the Focus Portfolios’ average daily net assets in excess of $1.5 billion. |
| * | Fees 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 may be referred to as the “▇▇▇▇▇▇▇ Allocated Portion.” |
| ** | Other Allocated Portions include another series of EQ Advisors Trust (or series or portions thereof) or other investment companies (or series or portions thereof) that are managed by the Manager and advised by the Adviser and classified as “Focus Portfolios.” |
| *** | The daily advisory fee for the Related Portfolios are calculated by multiplying the aggregate net assets of the Related Portfolios at the close of the immediately preceding business 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 each respective Related Portfolio, including the ▇▇▇▇▇▇▇ Allocated Portion used in fee calculation. |