EQ ADVISORS TRUST FORM OF AMENDMENT NO. 1 TO THE INVESTMENT ADVISORY AGREEMENT
Exhibit (d)(18)(ii)
FORM OF AMENDMENT NO. 1 TO THE
AMENDMENT NO. 1 to the Investment Advisory Agreement effective as of [ , 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, ▇▇▇▇▇▇ & Co. LLC, a Delaware limited liability company (“Lord ▇▇▇▇▇▇” or “Adviser”).
FMG LLC and Lord ▇▇▇▇▇▇ agree to modify the Investment Advisory Agreement dated as of May 1, 2011 (“Agreement”) as follows:
1. New Portfolio. FMG LLC hereby appoints Lord ▇▇▇▇▇▇ to serve as the Adviser to an Allocated Portion of Multimanager Mid Cap Value Portfolio (“New Portfolio”).
2. Existing Portfolio. The Manager hereby reaffirms its appointment of the Adviser as the investment adviser to EQ/Lord ▇▇▇▇▇▇ Large Cap Core Portfolio.
3. Duration of Agreement.
| a. | Except as noted in subsection (b) below, with respect to the Portfolio 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 the New Portfolio specified in Amendment No. 1, 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 ▇▇▇▇ ▇▇▇) 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.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment No. 1 as of the date first set forth above.
| AXA EQUITABLE FUNDS MANAGEMENT GROUP, LLC | LORD, ▇▇▇▇▇▇ & CO. LLC | |||||||
| By: |
|
By: |
| |||||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | Name: | |||||||
| Chairman, Chief Executive Officer and President | Title: | |||||||
APPENDIX A
TO
The Manager shall pay the Adviser monthly compensation computed daily at an annual rate equal to the following:
| Portfolio |
Annual Advisory Fee** | |
| EQ/Lord ▇▇▇▇▇▇ Large Cap Core Portfolio | 0.35% of the Portfolio’s average daily net assets up to and including $200 million; 0.30% of the Portfolio’s average daily net assets over $200 million and up to and including $400 million; and 0.25% of the Portfolio’s average daily net assets in excess of $400 million. | |
| Multimanager Mid Cap Value Portfolio* |
0.50% of the Lord ▇▇▇▇▇▇ Allocated Portion’s average daily net assets up to and including $200 million; 0.40% of the Allocated Portion’s average daily net assets in excess of $200 million. | |
| * | Fee to be paid with respect to each 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 “Lord ▇▇▇▇▇▇ Allocated Portion”. |
| ** | The daily advisory fee for each Portfolio is calculated by multiplying the aggregate net assets advised by Adviser 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. |