Exhibit (a)(2)(ii)
AMENDMENT NO. 2
TO THE AMENDED AND RESTATED AGREEMENT AND
DECLARATION OF TRUST
EQ ADVISORS TRUST
Pursuant to Article VIII, Section 4 of the Amended and Restated Agreement
and Declaration of Trust of EQ Advisors Trust ("Declaration of Trust"), the
Declaration of Trust, as amended on September 20, 2000, is hereby further
amended as indicated below.
Article VII, Section 1 (Compensation and Limitation of Liability of
Trustees) which currently reads as follows:
The Trustees in such capacity shall be entitled to reasonable
compensation from the Trust and they may fix the amount of such
compensation. However, the Trust will not compensate those Trustees who are
"affiliated persons" (as that term is defined in the 0000 Xxx) of the
Trust, its Manager, subadvisers, distributor or Principal Underwriter.
Nothing herein shall in any way prevent the employment of any Trustee for
advisory, management, legal, accounting, investment banking or other
services and payment for such services by the Trust.
is hereby amended as follows:
The Trustees in such capacity shall be entitled to reasonable
compensation from the Trust and they may fix the amount of such
compensation. However, the Trust will not compensate those Trustees who are
"affiliated persons" (as that term is defined in the 0000 Xxx) of the
Manager, subadvisers, distributor or Principal Underwriter of the Trust.
Nothing herein shall in any way prevent the employment of any Trustee for
advisory, management, legal, accounting, investment banking or other
services and payment for such services by the Trust.
CERTIFICATE
Pursuant to Article VIII, Section 4 of the Declaration of Trust, the
undersigned Trustee hereby acknowledges and certifies that this Amendment No. 2
to the Amended and Restated Agreement and Declaration of the Trust of EQ
Advisors Trust is made in accordance with the provisions of the Amended and
Restated Agreement and Declaration of Trust and is effective upon this 16th day
of April, 2002.
IN WITNESS WHEREOF, the undersigned has executed this instrument as of the
date indicated above.
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx, Trustee