EXHIBIT (h)(2)(v)
FORM OF SECOND AMENDED AND RESTATED EXPENSE
LIMITATION AGREEMENT
SECOND AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, effective as
of May 1, 2000 by and between The Equitable Life Assurance Society of the United
States. (the "Manager") and EQ Advisors Trust (the "Trust"), on behalf of each
series of the Trust set forth in Schedule A attached hereto (each a "Portfolio,"
and collectively, the "Portfolios").
WHEREAS, the Trust is a Delaware business trust organized under the
Amended and Restated Agreement and Declaration of Trust ("Declaration of
Trust"), and is registered under the Investment Company Act of 1940, as amended
("1940 Act"), as an open-end management company of the series type, and each
Portfolio is a series of the Trust;
WHEREAS, the Trust and the Manager have entered into an Amended and
Restated Investment Management Agreement dated May 1, 2000, ("Management
Agreement"), pursuant to which the Manager provides investment management
services to each Portfolio for compensation based on the value of the average
daily net assets of each such Portfolio;
WHEREAS, the Trust and the Manager have determined that it is
appropriate and in the best interests of each Portfolio and its shareholders to
maintain the expenses of each Portfolio at a level below the level to which each
such Portfolio would normally be subject during its start-up period and,
therefore, initially entered into an Expense Limitation Agreement, dated as of
April 14, 1997, ("Expense Limitation Agreement") and subsequently amended on
December 9, 1997, March 3, 1998, December 31, 1998 and May 1, 1999, in order to
maintain each Portfolio's expense ratios at the Maximum Annual Operating Expense
Limit (as hereinafter defined) specified for such Portfolio in Schedule A
hereto;
WHEREAS, the Trust and the Manager desire to modify extend the term of
the Expense Limitation Agreement, with respect to each Portfolio, for an
additional one year period until May 1, 2001, regardless of the current
expiration date of the Expense Limitation Agreement as to each such Portfolios;
WHEREAS, the Trust and the Manager desire to modify the Maximum Annual
Operating Expense Limits for certain Portfolios.
NOW THEREFORE, the parties hereto agree that the Expense Limitation
Agreement is hereby modified, amended and restated in its entirety as of the
date hereof as follows:
Expense Limitation.
A. Applicable Expense Limit. To the extent that the aggregate
expenses of every character incurred by a Portfolio in any
fiscal year, including but not limited to investment
management fees of the Manager (but excluding interest, taxes,
brokerage commissions, other expenditures which are
capitalized in accordance with generally accepted accounting
principles, other extraordinary expenses not incurred in the
ordinary course of such Portfolio's business and amounts
payable pursuant to a plan adopted in accordance with Rule
12b-1 under the 1940 Act) ("Portfolio Operating Expenses"),
exceed the Maximum Annual Operating
Expense Limit, as defined in Section 1.2 below, such excess
amount (the "Excess Amount") shall be the liability of the
Manager.
B. Maximum Annual Operating Expense Limit. The Maximum Annual
Operating Expense Limit with respect to each Portfolio shall
be the amount specified in Schedule A based on a percentage of
the average daily net assets of each Portfolio.
C. Method of Computation. To determine the Manager's liability
with respect to the Excess Amount, each month the Portfolio
Operating Expenses for each Portfolio shall be annualized as
of the last day of the month. If the annualized Portfolio
Operating Expenses for any month of a Portfolio exceed the
Maximum Annual Operating Expense Limit of such Portfolio, the
Manager shall first waive or reduce its investment management
fee for such month by an amount sufficient to reduce the
annualized Portfolio Operating Expenses to an amount no higher
than the Maximum Annual Operating Expense Limit. If the amount
of the waived or reduced investment management fee for any
such month is insufficient to pay the Excess Amount, the
Manager may also remit to the appropriate Portfolio or
Portfolios an amount that, together with the waived or reduced
investment management fee, is sufficient to pay such Excess
Amount.
D. Year-End Adjustment. If necessary, on or before the last day
of the first month of each fiscal year, an adjustment payment
shall be made by the appropriate party in order that the
amount of the investment management fees waived or reduced and
other payments remitted by the Manager to the Portfolio or
Portfolios with respect to the previous fiscal year shall
equal the Excess Amount.
Reimbursement of Fee Waivers and Expense Reimbursements.
E. Reimbursement. If in any year during which the total assets of
a Portfolio are greater than $100 million and in which the
Management Agreement is still in effect, the estimated
aggregate Portfolio Operating Expenses of such Portfolio for
the fiscal year are less than the Maximum Annual. Operating
Expense Limit for that year, subject to quarterly approval by
the Trust's Board of Trustees as provided in Section 2.2
below, the Manager shall be entitled to reimbursement by such
Portfolio, in whole or in part as provided below, of the
investment management fees waived or reduced and other
payments remitted by the Manager to such Portfolio pursuant to
Section 1 hereof. The total amount of reimbursement to which
the Manager may be entitled ("Reimbursement Amount") shall
equal, at any time, the sum of all investment management fees
previously waived or reduced by the Manager and all other
payments remitted by the Manager to the Portfolio, pursuant to
Section 1 hereof, during any of the previous five (5) fiscal
years (or previous three (3) fiscal years for the Capital
Guardian International Portfolio, Capital Guardian U.S. Equity
Portfolio, Capital Guardian Research Portfolio and ▇▇▇▇▇▇▇
Socially Responsible Portfolio), less any reimbursement
previously paid by such Portfolio to the Manager, pursuant to
Sections 2.2 or 2.3 hereof, with respect to such waivers,
reductions, and payments. The Reimbursement Amount shall not
include any additional charges or fees whatsoever, including,
e.g., interest accruable on the Reimbursement Amount.
F. Board Approval. No reimbursement shall be paid to the Manager
with respect to any Portfolio pursuant to this provision in
any fiscal quarter, unless the Trust's Board of Trustees has
determined that the payment of such reimbursement is in the
best interests of such Portfolio and its shareholders. The
Trust's Board of Trustees shall determine quarterly in advance
whether any reimbursement may be paid to the Manager with
respect to any Portfolio in such quarter.
G. Method of Computation. To determine each Portfolio's payments,
if any, to reimburse the Manager for the Reimbursement Amount,
each month the Portfolio Operating Expenses of each Portfolio
shall be annualized as of the last day of the month. If the
annualized Portfolio Operating Expenses of a Portfolio for any
month are less than the Maximum Annual Operating Expense Limit
of such Portfolio, such Portfolio, only with the prior
approval of the Trust's Board of Trustees, shall pay to the
Manager an amount sufficient to increase the annualized
Portfolio Operating Expenses of that Portfolio to an amount no
greater than the Maximum Annual Operating Expense Limit of
that Portfolio, provided that such amount paid to the Manager
will in no event exceed the total Reimbursement Amount.
H. Year-End Adjustment. If necessary, on or before the last day
of the first month of each fiscal year, an adjustment payment
shall be made by the appropriate party in order that the
actual Portfolio Operating Expenses of a Portfolio for the
prior fiscal year (including any reimbursement payments
hereunder with respect to such fiscal year) do not exceed the
Maximum Annual Operating Expense Limit.
Term and Termination of Agreement.
This Agreement shall continue in effect with respect to all Portfolios
until May 1, 2001 and shall thereafter continue in effect with respect to each
Portfolio from year to year provided such continuance is specifically approved
by a majority of the Trustees of the Trust who (i) are not "interested persons"
of the Trust or any other party to this Agreement, as defined in the 1940 Act,
and (ii) have no direct or indirect financial interest in the operation of this
Agreement ("Non-Interested Trustees"). Nevertheless, this Agreement may be
terminated by either party hereto, without payment of any penalty, upon ninety
(90) days' prior written notice to the other party at its principal place of
business; provided that, in the case of termination by the Trust, such action
shall be authorized by resolution of a majority of the Non-Interested Trustees
of the Trust or by a vote of a majority of the outstanding voting securities of
the Trust.
Miscellaneous.
I. Captions. The captions in this Agreement are included for
convenience of reference only and in no other way define or
delineate any of the provisions hereof or otherwise affect
their construction or effect.
J. Interpretation. Nothing herein contained shall be deemed to
require the Trust or the Portfolios to take any action
contrary to the Trust's Declaration of Trust or By-Laws, or
any applicable statutory or regulatory requirement to which it
is subject or by which it is bound, or to relieve or deprive
the Trust's Board of Trustees of its responsibility for and
control of the conduct of the affairs of the Trust or the
Portfolios.
K. Definitions. Any question of interpretation of any term or
provision of this Agreement, including but not limited to the
investment management fee, the computations of net asset
values, and the allocation of expenses, having a counterpart
in or otherwise derived from the terms and provisions of the
Management Agreement or the 1940 Act, shall have the same
meaning as and be resolved by reference to such Management
Agreement or the 1940 Act.
IN WITNESS WHEREOF, the parties have caused this Second Amended and
Restated Expense Limitation Agreement to be signed by their respective officers
thereunto duly authorized and their respective corporate seals to be hereunto
affixed, as of the day and year first above written.
EQ ADVISORS TRUST
ON BEHALF OF
EACH OF ITS PORTFOLIOS
By: _______________________________
▇▇▇▇▇ ▇. ▇▇▇▇▇
President and Trustee
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By: _______________________________
▇▇▇▇▇ ▇. ▇'▇▇▇▇
Executive Vice President
SCHEDULE A
MAXIMUM ANNUAL OPERATING EXPENSE LIMITS
This Agreement relates to the following Portfolios of the Trust:
Maximum Annual Operating
Name of Portfolio Expense Limit
----------------- ------------------------
BT Equity 500 Index Portfolio 0.35%
BT International Equity Index Portfolio 0.75%
BT Small Company Index Portfolio 0.50%
▇▇▇▇▇▇▇ Socially Responsible Portfolio 0.80%
Capital Guardian International Portfolio 0.95%
Capital Guardian U.S. Equity Portfolio 0.70%
Capital Guardian Research Portfolio 0.70%
EQ/Alliance Premier Growth Portfolio 0.90%
EQ/▇▇▇▇▇▇ Balanced Portfolio 0.65%
EQ/▇▇▇▇▇▇ Growth & Income Value Portfolio 0.70%
EQ/▇▇▇▇▇▇ International Equity Portfolio 1.00%
EQ/▇▇▇▇▇▇ Investors Growth Portfolio 0.70%
EQ/Evergreen Foundation Portfolio 0.70%
EQ/Evergreen Portfolio 0.70%
JPM Core Bond Portfolio 0.55%
Lazard Large Cap Value Portfolio 0.70%
Lazard Small Cap Value Portfolio 0.85%
▇▇▇▇▇▇▇ ▇▇▇▇▇ Basic Value Equity Portfolio 0.70%
▇▇▇▇▇▇▇ ▇▇▇▇▇ World Strategy Portfolio 0.95%
MFS Emerging Growth Companies Portfolio 0.75%
MFS Growth with Income Portfolio 0.70%
MFS Research Portfolio 0.70%
▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Emerging Markets Equity Portfolio 1.50%
▇. ▇▇▇▇ Price Equity Income Portfolio 0.70%
▇. ▇▇▇▇ Price International Stock Portfolio 1.00%
Warburg Pincus Small Company Value Portfolio 0.85%
