Investment Advisory Agreement dated as of November 13, 2019

EX-99.(D)(1) 2 d858767dex99d1.htm INVESTMENT ADVISORY AGREEMENT DATED AS OF NOVEMBER 13, 2019 Investment Advisory Agreement dated as of November 13, 2019

Exhibit (d)(1)

INVESTMENT ADVISORY AGREEMENT

INVESTMENT ADVISORY AGREEMENT (“AGREEMENT”), dated as of November 13, 2019, between EQ Advisors Trust, a Delaware statutory trust (“Trust”), and AXA Equitable Funds Management Group, LLC, a limited liability company organized in the State of Delaware (“Adviser”).

WHEREAS, the Trust is registered under the Investment Company Act of 1940, as amended (“Investment Company Act”), as an open-end management investment company consisting of one or more separate series, each having its own assets and investment objective(s), policies and restrictions;

WHEREAS, the Adviser is registered as an investment adviser under the Investment Advisers Act of 1940, as amended (“Advisers Act”);

WHEREAS, the Trust’s shareholders are and will be primarily separate accounts maintained by insurance companies for variable life insurance policies and variable annuity contracts (the “Policies”) under which income, gains, and losses, whether or not realized, from assets allocated to such accounts are, in accordance with the Policies, credited to or charged against such accounts without regard to other income, gains, or losses of such insurance companies; as well as other shareholders as permitted under Section 817(h) of the Internal Revenue Code of 1986, as amended (“Code”), and the rules and regulations thereunder with respect to the qualification of variable annuity contracts and variable life insurance policies as insurance contracts under the Code;

WHEREAS, the Board of Trustees of the Trust (the “Board”) wishes to appoint the Adviser as the investment adviser of the Trust for each of the portfolios of the Trust specified in Appendix A to this Agreement, as such Appendix A may be amended by the Adviser and the Trust from time to time (“Portfolios”);

NOW, THEREFORE, the Trust and the Adviser hereby agree as follows:

1.	APPOINTMENT OF THE ADVISER

The Trust hereby appoints the Adviser as the investment adviser of each of the Portfolios, subject to the supervision of the Board and in the manner and under the terms and conditions set forth in this Agreement. The Adviser accepts such appointment and agrees to render the services and to assume the obligations set forth in this Agreement commencing on its effective date. In the performance of its duties, the Adviser will act in the best interests of the Trust and each Portfolio and will perform its duties hereunder for the Trust and each Portfolio in conformity with (a) applicable laws and regulations, including, but not limited to, the Investment Company Act and the Advisers Act, (b) the terms of this Agreement, (c) the investment objectives, policies and restrictions of each applicable Portfolio as stated in the Trust’s then-current registration statement under the Securities Act of 1933, as amended, and the Investment Company Act, (d) the Trust’s Agreement and Declaration of Trust and Bylaws (“Governing Documents”); and (e) such other guidelines as the Board reasonably may establish or approve. The Adviser will be an independent contractor and will have no authority to act for or represent the Trust in any way or otherwise be deemed an agent unless expressly authorized in this Agreement or another writing by the Trust and the Adviser.

2.	DUTIES OF THE ADVISER

A. Investment Program. Subject to the general supervision and control of the Board and under the terms and conditions set forth in this Agreement, the Adviser will provide a continuous investment program for each Portfolio and will determine what securities and other investments will be purchased, retained, sold or loaned by each Portfolio and what portion of such assets will be invested or held uninvested as cash in accordance with each Portfolio’s investment objectives, policies and restrictions as stated in the Trust’s Governing Documents and such Portfolio’s then-current Prospectus and Statement of Additional Information (“SAI”). The Adviser will exercise full discretion and act for each Portfolio in the same manner and with the same force and effect as such Portfolio itself might or could do with respect to purchases, sales, or other transactions, as well as with respect to all other things necessary or incidental to the furtherance or conduct of such purchases, sales or other transactions.

B. Strategic Development. Subject to the general supervision and control of the Board and under the terms and conditions set forth in this Agreement, the Adviser will monitor the implementation of each Portfolio’s investment program and assess each Portfolio’s investment objectives and policies, composition, investment style and investment process. From time to time, as requested by the Board or deemed necessary or appropriate by the Adviser, the Adviser will (i) develop and evaluate strategic initiatives with respect to the Trust and its Portfolios; (ii) make recommendations to the Board regarding the investment program of the Trust and its Portfolios, including any changes to Portfolio investment objectives and policies; (iii) coordinate and/or implement strategic initiatives approved by the Board; and (iv) prepare and provide reports to the Board on the impact of such strategic initiatives on the Trust and its Portfolios.

C. Exercise of Rights. The Adviser, unless and until otherwise directed by the Board, will exercise all rights of security holders with respect to securities held by each Portfolio, including, but not limited to: voting proxies, converting, tendering, exchanging or redeeming securities; acting as a claimant in class action litigation (including litigation with respect to securities previously held), and exercising rights in the context of a bankruptcy or other reorganization.

D. Execution of Transactions and Selection of Broker-Dealers. The Adviser will be responsible for effecting transactions for each Portfolio and selecting brokers or dealers to execute such transactions for each Portfolio. In the selection of brokers or dealers (which may include brokers or dealers affiliated with the Adviser) and the placement of orders for the purchase and sale of portfolio investments for each Portfolio, the Adviser will use its best efforts to obtain for each Portfolio the best execution available; however, subject to the appropriate policies and procedures approved by the Board, the Adviser may, to the extent authorized by applicable law, including Section 28(e) of the Securities Exchange Act of 1934, as amended (“1934 Act”), cause a Portfolio to pay a broker or dealer that provides brokerage or research services to the Adviser, the Trust and the Portfolio an amount of commission for effecting a portfolio transaction in excess of the amount of commission another broker or dealer would have charged for effecting that transaction if the Adviser determines, in good faith, that such amount of commission is reasonable in relationship to the value of such brokerage or research services provided in terms of that particular transaction or the Adviser’s overall responsibilities to the Portfolio, the Trust or its other investment advisory clients. To the extent authorized by applicable law, including Section 28(e), and the Board, the Adviser will not be deemed to have acted unlawfully or to have breached any duty created by this Agreement or otherwise solely by reason of such action.

E. Section 11 of the Securities Exchange Act of 1934, as amended. The Trust hereby authorizes any entity or person associated with the Adviser that is a member of a national securities

exchange to effect any transaction on such exchange for the account of a Portfolio which is permitted by Section 11(a) of the 1934 Act and Rule 11a2-2(T) thereunder, and the Trust hereby consents to the retention of compensation for such transactions.

F. Reports. The Adviser will:

(i) Furnish to the Board such statistical information, with respect to the investments that a Portfolio (or portions of any Portfolio) may hold or contemplate purchasing, as the Board may reasonably request;

(ii) Furnish to the Board such periodic and special reports as the Board may reasonably request; and

(iii) Apprise, on its own initiative, the Board of important developments materially affecting each Portfolio (or any portion of a Portfolio) and furnish the Trust, from time to time, with such information as may be appropriate for this purpose.

G. Fair Valuation Assistance. In accordance with procedures and methods established by the Trustees of the Trust, which may be amended from time to time, the Adviser shall provide reasonable assistance in determining the fair value of all securities and other investments/assets in the Portfolios, as necessary, and use reasonable efforts to arrange for the provision of valuation information or a price(s) from a party(ies) independent of the Adviser for each security or other investment/asset in the Portfolios for which market prices are not readily available.

H. Cooperation with Other Service Providers. The Adviser shall cooperate with and provide reasonable assistance to the Trust’s administrator, the Trust’s custodian and foreign custodians, the Trust’s transfer agent and pricing agents and all other agents and representatives of the Trust, keep all such persons fully informed as to such matters as they may reasonably deem necessary to the performance of their obligations to the Trust, provide prompt responses to reasonable requests made by such persons and maintain any appropriate interfaces with each so as to promote the efficient exchange of information.

I. Delegation of Authority. Subject always to the direction and control of the Board, and at the Adviser’s expense, the Adviser may delegate any of the duties specified in this Section 2 with respect to one or more Portfolios to an appropriate party (“Sub-adviser”), including a Sub-adviser affiliated with the Adviser; provided, that any contract with a Sub-adviser (a “Sub-advisory Agreement”) will be in compliance with and approved as required by applicable law, including the Investment Company Act and the rules and regulations thereunder, or in accordance with exemptive or other relief granted by the Securities and Exchange Commission (“SEC”) or its staff under the Investment Company Act.

The Adviser will have overall supervisory responsibility for the general management and investment of each Portfolio’s assets; full discretion to select new or additional Sub-advisers for each Portfolio; full discretion to enter into and materially modify existing Sub-advisory Agreements with Sub-advisers; and full discretion to terminate and replace any Sub-adviser. In connection with the delegation of responsibilities to a Sub-adviser, the Adviser will:

(i) Oversee the performance of delegated functions by each Sub-adviser, assess each Portfolio’s investment focus and furnish the Board with periodic reports concerning the performance of delegated responsibilities by the Sub-adviser;

(ii) Allocate and reallocate the assets of a Portfolio, or a portion thereof, to be managed by one or more Sub-advisers for such Portfolio and coordinate the activities of all Sub-advisers;

(iii) Monitor the Sub-adviser’s implementation of the investment program established by the Adviser with respect to any Portfolio (or portions of any Portfolio) under the management of such Sub-adviser;

(iv) Cause the appropriate Sub-adviser(s) to furnish to the Board such statistical information, with respect to the investments that a Portfolio (or portions of any Portfolio) may hold or contemplate purchasing, as the Board may reasonably request;

(v) Cause the appropriate Sub-adviser(s) to furnish to the Board such periodic and special reports as the Board may reasonably request;

(vi) Cause the appropriate Sub-adviser(s) to apprise the Board of important developments materially affecting each Portfolio (or any portion of a Portfolio) and furnish the Trust, from time to time, with such information as may be appropriate for this purpose;

(vii) Take reasonable steps to ensure that the appropriate Sub-adviser(s) furnishes to third-party data reporting services all currently available standardized performance information and other customary data;

(viii) Be responsible for compensating the Sub-adviser in the manner specified by the Sub-advisory Agreement.

J. The Adviser will also furnish to the Trust, at its own expense and without remuneration from or other cost to the Trust, the following:

(i) Office Space. The Adviser will provide office space in the offices of the Adviser or in such other place as may be reasonably agreed upon by the parties hereto from time to time, and all necessary office facilities and equipment;

(ii) Personnel. The Adviser will provide necessary executive and other personnel, including personnel for the performance of clerical and other office functions, exclusive of those functions: (a) related to and to be performed under the Trust’s contract or contracts for administration, custodial, accounting, bookkeeping, transfer, and dividend disbursing agency or similar services by any entity, including the Adviser or its affiliates, selected to perform such services under such contracts; and (b) related to the services to be provided by any Sub-adviser pursuant to a Sub-advisory Agreement; and

(iii) Information for Prospectuses and Other Documents. The Adviser will provide information and reasonable assistance, other than services of outside counsel or independent accountants or services to be provided by any Sub-adviser or otherwise covered under the terms of a separate agreement between the Adviser and the Trust, in connection with the Trust’s preparation of all registration statements and Prospectuses, Prospectus supplements, SAIs, all annual, semi-annual, and periodic reports to shareholders of the Trust, regulatory authorities, or others, and all notices and proxy solicitation materials, furnished to shareholders of the Trust or regulatory authorities, and all tax returns.

K. Limitations on Liability. The Adviser will exercise its best judgment in rendering its services to the Trust, and the Trust agrees, as an inducement to the Adviser’s undertaking to do so,

that the Adviser will not be liable for any error of judgment or mistake of law or for any loss suffered by the Trust in connection with the matters to which this Agreement relates, but will be liable only for willful misconduct, bad faith, gross negligence, reckless disregard of its duties or its failure to exercise due care in rendering its services to the Trust as specified in this Agreement.

3.	ALLOCATION OF EXPENSES

A. Expenses Paid by the Adviser:

(i) Salaries, Expenses and Fees of Certain Persons. The Adviser (or its affiliates) will pay all salaries, expenses, and fees of the Trustees and officers of the Trust who are officers, directors/trustees, partners, or employees of the Adviser or its affiliates; and

(ii) Assumption of Trust Expenses. The payment or assumption by the Adviser of any expense of the Trust that the Adviser is not required by this Agreement to pay or assume will not obligate the Adviser to pay or assume the same or any similar expense of the Trust on any subsequent occasion.

B. Expenses Paid by the Trust: The Trust will pay all expenses of its organization, operations, and business not specifically assumed or agreed to be paid by the Adviser, as provided in this Agreement, or by a Sub-adviser, as provided in a Sub-advisory Agreement. Without limiting the generality of the foregoing, the Trust will pay or arrange for the payment of the following:

(i) Preparing, Printing and Mailing of Certain Documents. The costs of preparing, setting in type, printing and mailing of Prospectuses, Prospectus supplements, SAIs, annual, semiannual and periodic reports, and notices and proxy solicitation materials required to be furnished to shareholders of the Trust or regulatory authorities, and all tax returns;

(ii) Officers and Trustees. Compensation of the officers and Trustees of the Trust who are not officers, directors/trustees, partners or employees of the Adviser or its affiliates;

(iii) Registration Fees and Expenses. All legal and other fees and expenses incurred in connection with the affairs of the Trust, including those incurred with respect to registering its shares with regulatory authorities and all fees and expenses incurred in connection with the preparation, setting in type, printing, and filing with necessary regulatory authorities of any registration statement and Prospectus, and any amendments or supplements that may be made from time to time, including registration, filing and other fees in connection with requirements of regulatory authorities;

(iv) Custodian and Accounting Services. All expenses of the transfer, receipt, safekeeping, servicing and accounting for the Trust’s cash, securities, and other property, including all charges of depositories, custodians, and other agents, if any;

(v) Independent Accountant and Legal Counsel Fees and Expenses. The charges for the services and expenses of the independent accountants and legal counsel retained by the Trust, for itself or its Independent Trustees (as defined herein);

(vi) Transfer Agent. The charges and expenses of maintaining shareholder accounts, including all charges of transfer, bookkeeping, and dividend disbursing agents appointed by the Trust;

(vii) Transaction Costs. All brokers’ commissions and other transaction costs and issue and transfer taxes chargeable to the Trust in connection with securities and other transactions to which the Trust is a party;

(viii) Taxes. All taxes and corporate fees payable by or with respect to the Trust to federal, state, or other governmental agencies;

(ix) Trade Association Fees. Any membership fees, dues or expenses incurred in connection with the Trust’s membership in any trade association or similar organizations;

(x) Bonding and Insurance. All insurance premiums for fidelity and other coverage;

(xi) Shareholder and Board Meetings. All expenses incidental to holding shareholders and Board meetings, including the printing of notices and proxy materials and proxy solicitation fees and expenses;

(xii) Pricing. All expenses of pricing of the net asset value per share of each Portfolio, including the cost of any equipment or services to obtain price quotations; and

(xiii) Nonrecurring and Extraordinary Expenses. Such extraordinary expenses, such as indemnification payments or damages awarded in litigation or settlements made.

4.	COMPENSATION OF THE ADVISER

For its services performed hereunder, the Trust will pay the Adviser with respect to each Portfolio the compensation specified in Appendix B to this Agreement. Such compensation will be paid to the Adviser by the Trust on a monthly basis on the first day of the following month; however, the Trust will calculate this charge on the daily average value of the assets of each Portfolio and accrue it on a daily basis.

5.	NON-EXCLUSIVITY

The services of the Adviser to the Trust are not to be deemed to be exclusive, and the Adviser will be free to render investment management, advisory or other services to others (including other investment companies) and to engage in other activities so long as the services provided hereunder by the Adviser are not impaired. It is understood and agreed that the directors, officers and employees of the Adviser are not prohibited from engaging in any other business activity or from rendering services to any other person, or from serving as partners, officers, directors/trustees, or employees of any other firm or corporation, including other investment companies.

6.	SUPPLEMENTAL ARRANGEMENTS

The Adviser may enter into arrangements with its parent or other persons affiliated or unaffiliated with the Adviser for the provision of certain personnel and facilities to the Adviser to enable the Adviser to fulfill its duties and obligations under this Agreement.

RECORDS

The records relating to the services provided under this Agreement will be the property of the Trust and will be under its control; however, the Trust will furnish to the Adviser such records and permit it to retain such records (either in original or in duplicate form) as it will reasonably require in order to carry out its duties. In the event of the termination of this Agreement, such records

will promptly be returned to the Trust by the Adviser free from any claim or retention of rights therein. The Adviser will keep confidential any information obtained in connection with its duties hereunder and disclose such information only if the Trust has authorized such disclosure or if such disclosure is expressly required or lawfully requested by applicable federal or state regulatory authorities.

8.	DURATION OF AGREEMENT

This Agreement will become effective upon the date first above written, provided that, with respect to a Portfolio, this Agreement will not take effect unless, to the extent required by applicable law, it has first been approved (i) by a vote of a majority of those Trustees of the Trust who are not parties to the Agreement and who are not “interested persons” (as defined in the Investment Company Act) (“Independent Trustees”) of any party to the Agreement, cast in person at a meeting called for the purpose of voting on such approval, and (ii) by an affirmative vote of a majority of the outstanding voting securities of such Portfolio. This Agreement will continue in effect for a two-year period, except that with respect to any new Portfolio, this Agreement will continue in effect for two years from the date such Portfolio is added to this Agreement. Thereafter, if not terminated, this Agreement will continue in effect from year to year with respect to a Portfolio only so long as such continuance is specifically approved at least annually (i) by a vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval and (ii) by the Board or, with respect to a Portfolio, by an affirmative vote of a majority of the outstanding voting securities of such Portfolio. The required shareholder approval of the Agreement or of any continuance of the Agreement will be effective with respect to any affected Portfolio if a “majority of the outstanding voting securities” (as defined in Rule 18f-2(h) under the Investment Company Act) of the affected Portfolio votes to approve the Agreement or its continuance, notwithstanding that the Agreement or its continuance may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the Agreement or (b) all the Portfolios.

If the shareholders of any Portfolio fail to approve the Agreement or any continuance of the Agreement, the Adviser will continue to act as investment manager with respect to such Portfolio pending the required approval of the Agreement or its continuance or of a new contract with the Adviser or a different investment manager or other definitive action; provided, that the compensation received by the Adviser in respect of such Portfolio during such period will be no more than its actual costs incurred in furnishing investment advisory and management services to such Portfolio or the amount it would have received under the Agreement in respect of such Portfolio, whichever is less.

9.	TERMINATION OF AGREEMENT

This Agreement may be terminated at any time, without the payment of any penalty, by the Board, including a majority of the Independent Trustees, by the vote of a majority of the outstanding voting securities of the Trust, or with respect to any affected Portfolio, by the vote of a majority of the outstanding voting securities of such Portfolio, on sixty (60) days’ written notice to the Adviser, or by the Adviser on sixty (60) days’ written notice to the Trust. This Agreement will automatically terminate, without payment of any penalty, in the event of its assignment.

10.	AMENDMENTS TO THE AGREEMENT

Except to the extent permitted by the Investment Company Act or the rules or regulations thereunder or pursuant to any exemptive or other relief granted by the SEC or its staff, this Agreement may be amended by the parties with respect to a Portfolio only if such amendment, if

material, is specifically approved by the vote of a majority of the outstanding voting securities of such Portfolio (unless such approval is not required by Section 15 of the Investment Company Act as interpreted by the SEC or its staff) and by the vote of a majority of the Independent Trustees cast in person at a meeting called for the purpose of voting on such approval. The required shareholder approval will be effective with respect to any Portfolio if a majority of the outstanding voting securities of the shares of that Portfolio vote to approve the amendment, notwithstanding that the amendment may not have been approved by a majority of the outstanding voting securities of (a) any other Portfolio affected by the amendment or (b) all the Portfolios of the Trust.

11.	ENTIRE AGREEMENT

This Agreement contains the entire understanding and agreement of the parties.

12.

HEADINGS

The headings in the sections of this Agreement are inserted for convenience of reference only and will not constitute a part hereof.

13.

NOTICES

All notices required to be given pursuant to this Agreement will be delivered or mailed to the last known business address of the Trust or the Adviser in person or by registered mail or a private mail or delivery service providing the sender with notice of receipt. Notice will be deemed given on the date delivered or mailed in accordance with this section.

14.	FORCE MAJEURE

The Adviser will not be liable for delays or errors occurring by reason of circumstances beyond its control, including but not limited to acts of civil or military authority, national emergencies, work stoppages, fire, flood, catastrophe, acts of God, insurrection, war, riot, or failure of communication or power supply. In the event of equipment breakdowns beyond its control, the Adviser will take reasonable steps to minimize service interruptions but will have no liability with respect thereto.

15.	SEVERABILITY

Should any portion of this Agreement for any reason be held to be void in law or in equity, the Agreement will be construed, insofar as is possible, as if such portion had never been contained herein.

16.	GOVERNING LAW

The provisions of this Agreement will be construed and interpreted in accordance with the laws of the State of Delaware (without giving effect to its conflict of laws principles), or any of the applicable provisions of the Investment Company Act. To the extent that the laws of the State of Delaware, or any of the provisions in this Agreement, conflict with applicable provisions of the Investment Company Act, the latter will control. Any question of interpretation of any term or provision of this Agreement having a counterpart in or otherwise derived from a term or provision of the Investment Company Act will be resolved by reference to such term or provision of the Investment Company Act and to interpretations thereof, if any, by the United States courts or, in the absence of any controlling decision of any such court, by rules, regulations or orders of the SEC validly issued pursuant to the Investment Company Act. Specifically, the terms “vote of a majority of the

outstanding voting securities,” “interested persons,” “assignment,” and “affiliated persons,” as used herein will have the meanings assigned to them by Section 2(a) of the Investment Company Act unless otherwise stated herein.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers as of the date first mentioned above.


AXA EQUITABLE FUNDS MANAGEMENT GROUP, LLC		EQ ADVISORS TRUST

By:	/s/ Michal Levy	By:	/s/ Brian Walsh
Michal Levy Director, Senior Vice President and Chief Operating Officer		Brian Walsh Chief Financial Officer and Treasurer

APPENDIX A

INVESTMENT ADVISORY AGREEMENT

Portfolios

1290 VT Convertible Securities Portfolio

1290 VT DoubleLine Dynamic Allocation Portfolio

1290 VT DoubleLine Opportunistic Bond Portfolio

1290 VT Energy Portfolio

1290 VT Equity Income Portfolio

1290 VT GAMCO Mergers & Acquisitions Portfolio

1290 VT GAMCO Small Company Value Portfolio

1290 VT High Yield Bond Portfolio

1290 VT Low Volatility Global Equity Portfolio

1290 VT Micro Cap Portfolio

1290 VT Moderate Growth Allocation Portfolio

1290 VT Multi-Alternative Strategies Portfolio

1290 VT Natural Resources Portfolio

1290 VT Real Estate Portfolio

1290 VT Small Cap Value Portfolio

1290 VT SmartBeta Equity Portfolio

1290 VT Socially Responsible Portfolio

All Asset Growth-Alt 20 Portfolio

ATM International Managed Volatility Portfolio

ATM Large Cap Managed Volatility Portfolio

ATM Mid Cap Managed Volatility Portfolio

ATM Small Cap Managed Volatility Portfolio

EQ/2000 Managed Volatility Portfolio

EQ/400 Managed Volatility Portfolio

EQ/500 Managed Volatility Portfolio

EQ/AB Dynamic Aggressive Growth Portfolio

EQ/AB Dynamic Growth Portfolio

EQ/AB Dynamic Moderate Growth Portfolio

EQ/AB Short Duration Government Bond Portfolio

EQ/AB Small Cap Growth Portfolio

EQ/Aggressive Strategy Portfolio

EQ/American Century Mid Cap Value Portfolio

EQ/American Century Moderate Growth Allocation Portfolio

EQ/AXA Investment Managers Moderate Allocation Portfolio

EQ/Balanced Strategy Portfolio

EQ/BlackRock Basic Value Equity Portfolio

EQ/Capital Guardian Research Portfolio

EQ/ClearBridge Large Cap Growth Portfolio

EQ/ClearBridge Select Equity Managed Volatility Portfolio

EQ/Common Stock Index Portfolio

EQ/Conservative Growth Strategy Portfolio

EQ/Conservative Strategy Portfolio

EQ/Core Bond Index Portfolio

EQ/Emerging Markets Equity PLUS Portfolio

EQ/Equity 500 Index Portfolio

EQ/Fidelity Institutional AM^®Large Cap Portfolio

EQ/First Trust Moderate Growth Allocation Portfolio

EQ/Franklin Balanced Managed Volatility Portfolio

EQ/Franklin Rising Dividends Portfolio

EQ/Franklin Small Cap Value Managed Volatility Portfolio

EQ/Franklin Strategic Income Portfolio

EQ/Franklin Templeton Allocation Managed Volatility Portfolio

EQ/Global Bond PLUS Portfolio

EQ/Global Equity Managed Volatility Portfolio

EQ/Goldman Sachs Growth Allocation Portfolio

EQ/Goldman Sachs Mid Cap Value Portfolio

EQ/Goldman Sachs Moderate Growth Allocation Portfolio

EQ/Growth Strategy Portfolio

EQ/Intermediate Government Bond Portfolio

EQ/International Core Managed Volatility Portfolio

EQ/International Equity Index Portfolio

EQ/International Managed Volatility Portfolio

EQ/International Value Managed Volatility Portfolio

EQ/Invesco Comstock Portfolio

EQ/Invesco Global Real Estate Portfolio

EQ/Invesco International Growth Portfolio

EQ/Invesco Moderate Allocation Portfolio

EQ/Invesco Moderate Growth Allocation Portfolio

EQ/Janus Enterprise Portfolio

EQ/JPMorgan Growth Allocation Portfolio

EQ/JPMorgan Value Opportunities Portfolio

EQ/Large Cap Core Managed Volatility Portfolio

EQ/Large Cap Growth Index Portfolio

EQ/Large Cap Growth Managed Volatility Portfolio

EQ/Large Cap Value Index Portfolio

EQ/Large Cap Value Managed Volatility Portfolio

EQ/Lazard Emerging Markets Equity Portfolio

EQ/Legg Mason Growth Allocation Portfolio

EQ/Legg Mason Moderate Allocation Portfolio

EQ/Loomis Sayles Growth Portfolio

EQ/MFS International Growth Portfolio

EQ/MFS International Value Portfolio

EQ/MFS Mid Cap Focused Growth Portfolio

EQ/MFS Technology Portfolio

EQ/MFS Utilities Series Portfolio

EQ/Mid Cap Index Portfolio

EQ/Mid Cap Value Managed Volatility Portfolio

EQ/Moderate Growth Strategy Portfolio

EQ/Money Market Portfolio

EQ/Morgan Stanley Small Cap Growth Portfolio

EQ/Oppenheimer Global Portfolio

EQ/PIMCO Global Real Return Portfolio

EQ/PIMCO Real Return Portfolio

EQ/PIMCO Total Return Portfolio

EQ/PIMCO Ultra Short Bond Portfolio

EQ/Quality Bond PLUS Portfolio

EQ/Science and Technology Portfolio

EQ/Small Company Index Portfolio

EQ/T. Rowe Price Growth Stock Portfolio

EQ/T. Rowe Price Health Sciences Portfolio

EQ/Templeton Global Equity Managed Volatility Portfolio

EQ/UBS Growth and Income Portfolio

EQ/Ultra Conservative Strategy Portfolio

EQ/Wellington Energy Portfolio

Multimanager Aggressive Equity Portfolio

Multimanager Core Bond Portfolio

Multimanager Mid Cap Growth Portfolio

Multimanager Mid Cap Value Portfolio

Multimanager Technology Portfolio

APPENDIX B

INVESTMENT ADVISORY AGREEMENT

The Trust shall pay the Adviser, at the end of each calendar month, compensation computed daily at an annual rate equal to the following:


(as a percentage of average daily net assets)
Index Portfolios	First $2 Billion			Next $4 Billion			Thereafter
1290 VT Natural Resources		0.500	%		0.450	%		0.425	%
1290 VT Real Estate		0.500	%		0.450	%		0.425	%
1290 VT Socially Responsible		0.500	%		0.450	%		0.425	%
EQ/Common Stock Index		0.350	%		0.300	%		0.275	%
EQ/Core Bond Index		0.350	%		0.300	%		0.275	%
EQ/Equity 500 Index		0.250	%		0.200	%		0.175	%
EQ/Intermediate Government Bond		0.350	%		0.300	%		0.275	%
EQ/International Equity Index		0.400	%		0.350	%		0.325	%
EQ/Large Cap Growth Index		0.350	%		0.300	%		0.275	%
EQ/Large Cap Value Index		0.350	%		0.300	%		0.275	%
EQ/Mid Cap Index		0.350	%		0.300	%		0.275	%
EQ/Small Company Index		0.250	%		0.200	%		0.175	%

(as a percentage of average daily net assets)
ETF Portfolios	First $2 Billion			Next $4 Billion			Thereafter
1290 VT Energy		0.500	%		0.450	%		0.425	%
1290 VT Low Volatility Global Equity		0.500	%		0.450	%		0.425	%
1290 VT Multi-Alternative Strategies		0.500	%		0.450	%		0.425	%


(as a percentage of average daily net assets)
Money Market Portfolio	First $750 Million			Next $750 Million			Next $1 Billion			Next $2.5 Billion			Thereafter
EQ/Money Market		0.350	%		0.325	%		0.280	%		0.270	%		0.250	%

(as a percentage of average daily net assets)
Equity Portfolios	First $750 Million			Next $750 Million			Next $1 Billion			Next $2.5 Billion			Thereafter
1290 VT Equity Income		0.750	%		0.700	%		0.675	%		0.650	%		0.625	%
1290 VT GAMCO Mergers & Acquisitions		0.900	%		0.850	%		0.825	%		0.800	%		0.775	%
1290 VT GAMCO Small Company Value		0.750	%		0.700	%		0.675	%		0.650	%		0.625	%
1290 VT SmartBeta Equity		0.700	%		0.650	%		0.625	%		0.600	%		0.575	%
EQ/American Century Mid Cap Value		0.900	%		0.850	%		0.825	%		0.800	%		0.775	%
EQ/BlackRock Basic Value Equity		0.600	%		0.550	%		0.525	%		0.500	%		0.475	%
EQ/Capital Guardian Research		0.650	%		0.600	%		0.575	%		0.550	%		0.525	%
EQ/ClearBridge Large Cap Growth		0.650	%		0.600	%		0.575	%		0.550	%		0.525	%
EQ/Fidelity Institutional AM^® Large Cap		0.540	%		0.500	%		0.475	%		0.450	%		0.425	%
EQ/Franklin Rising Dividends		0.600	%		0.550	%		0.510	%		0.490	%		0.475	%
EQ/Goldman Sachs Mid Cap Value		0.770	%		0.750	%		0.725	%		0.680	%		0.670	%
EQ/Invesco Comstock		0.650	%		0.600	%		0.575	%		0.550	%		0.525	%
EQ/Invesco Global Real Estate		0.735	%		0.700	%		0.675	%		0.650	%		0.625	%
EQ/Invesco International Growth		0.710	%		0.700	%		0.675	%		0.650	%		0.625	%
EQ/Janus Enterprise		0.700	%		0.650	%		0.625	%		0.600	%		0.575	%
EQ/JPMorgan Value Opportunities		0.600	%		0.550	%		0.525	%		0.500	%		0.475	%


(as a percentage of average daily net assets)
Equity Portfolios	First $750 Million			Next $750 Million			Next $1 Billion			Next $2.5 Billion			Thereafter
EQ/Lazard Emerging Markets Equity		1.000	%		0.950	%		0.925	%		0.900	%		0.875	%
EQ/Loomis Sayles Growth Portfolio		0.750	%		0.700	%		0.675	%		0.650	%		0.625	%
EQ/MFS International Growth		0.850	%		0.800	%		0.775	%		0.750	%		0.725	%
EQ/MFS International Value		0.860	%		0.820	%		0.700	%		0.700	%		0.700	%
EQ/MFS Mid Cap Focused Growth		0.850	%		0.800	%		0.775	%		0.750	%		0.725	%
EQ/MFS Technology		0.750	%		0.700	%		0.675	%		0.650	%		0.625	%
EQ/MFS Utilities Series		0.730	%		0.700	%		0.670	%		0.650	%		0.625	%
EQ/Oppenheimer Global		0.850	%		0.800	%		0.775	%		0.750	%		0.725	%
EQ/Science and Technology		0.850	%		0.800	%		0.775	%		0.750	%		0.725	%
EQ/T. Rowe Price Growth Stock		0.750	%		0.700	%		0.675	%		0.650	%		0.625	%
EQ/T. Rowe Price Health Sciences		0.950	%		0.900	%		0.875	%		0.850	%		0.825	%
EQ/UBS Growth & Income		0.750	%		0.700	%		0.675	%		0.650	%		0.625	%
EQ/Wellington Energy		0.850	%		0.800	%		0.775	%		0.750	%		0.725	%


(as a percentage of average daily net assets)
Allocation Portfolios	First $750 Million			Next $750 Million			Next $1 Billion			Next $2.5 Billion			Thereafter
1290 VT DoubleLine Dynamic Allocation		0.750	%		0.700	%		0.675	%		0.650	%		0.625	%
1290 VT Moderate Growth Allocation		0.700	%		0.650	%		0.625	%		0.600	%		0.575	%
EQ/AB Dynamic Aggressive Growth		0.750	%		0.700	%		0.675	%		0.650	%		0.625	%
EQ/AB Dynamic Growth		0.750	%		0.700	%		0.675	%		0.650	%		0.625	%
EQ/AB Dynamic Moderate Growth		0.750	%		0.700	%		0.675	%		0.650	%		0.625	%
EQ/American Century Moderate Growth Allocation		0.800	%		0.750	%		0.725	%		0.700	%		0.675	%
EQ/AXA Investment Managers Moderate Allocation		0.800	%		0.750	%		0.725	%		0.700	%		0.675	%
EQ/First Trust Moderate Growth Allocation		0.800	%		0.750	%		0.725	%		0.700	%		0.675	%
EQ/Goldman Sachs Growth Allocation		0.800	%		0.750	%		0.725	%		0.700	%		0.675	%
EQ/Goldman Sachs Moderate Growth Allocation		0.800	%		0.750	%		0.725	%		0.700	%		0.675	%
EQ/Invesco Moderate Allocation		0.800	%		0.750	%		0.725	%		0.700	%		0.675	%
EQ/Invesco Moderate Growth Allocation		0.800	%		0.750	%		0.725	%		0.700	%		0.675	%
EQ/JPMorgan Growth Allocation		0.800	%		0.750	%		0.725	%		0.700	%		0.675	%
EQ/Legg Mason Growth Allocation		0.800	%		0.750	%		0.725	%		0.700	%		0.675	%
EQ/Legg Mason Moderate Allocation		0.800	%		0.750	%		0.725	%		0.700	%		0.675	%

(as a percentage of average daily net assets)
Pactive Equity Portfolios	First $750 Million			Next $750 Million			Next $1 Billion			Next $2.5 Billion			Thereafter
1290 VT Micro Cap		0.850	%		0.800	%		0.775	%		0.750	%		0.725	%
1290 VT Small Cap Value		0.800	%		0.750	%		0.725	%		0.700	%		0.675	%
EQ/AB Small Cap Growth		0.550	%		0.500	%		0.475	%		0.450	%		0.425	%


(as a percentage of average daily net assets)
Pactive Equity Portfolios	First $750 Million			Next $750 Million			Next $1 Billion			Next $2.5 Billion			Thereafter
EQ/Emerging Markets Equity PLUS		0.700	%		0.650	%		0.625	%		0.600	%		0.575	%
EQ/Morgan Stanley Small Cap Growth		0.800	%		0.750	%		0.725	%		0.700	%		0.675	%
Multimanager Aggressive Equity		0.580	%		0.550	%		0.525	%		0.500	%		0.475	%
Multimanager Mid Cap Growth		0.800	%		0.750	%		0.725	%		0.700	%		0.675	%
Multimanager Mid Cap Value		0.800	%		0.750	%		0.725	%		0.700	%		0.675	%
Multimanager Technology		0.950	%		0.900	%		0.875	%		0.850	%		0.825	%

(as a percentage of average daily net assets)
Pactive Volatility Managed Equity Portfolios	First $750 Million			Next $750 Million			Next $1 Billion			Next $2.5 Billion			Thereafter
EQ/ClearBridge Select Equity Managed Volatility		0.700	%		0.665	%		0.635	%		0.610	%		0.560	%
EQ/Franklin Balanced Managed Volatility		0.650	%		0.615	%		0.585	%		0.560	%		0.510	%
EQ/Franklin Small Cap Value Managed Volatility		0.700	%		0.665	%		0.635	%		0.610	%		0.560	%
EQ/Global Equity Managed Volatility		0.740	%		0.720	%		0.690	%		0.665	%		0.615	%
EQ/International Core Managed Volatility		0.600	%		0.575	%		0.550	%		0.525	%		0.475	%
EQ/International Value Managed Volatility		0.600	%		0.575	%		0.550	%		0.525	%		0.475	%
EQ/Large Cap Core Managed Volatility		0.500	%		0.475	%		0.450	%		0.425	%		0.375	%
EQ/Large Cap Growth Managed Volatility		0.500	%		0.475	%		0.450	%		0.425	%		0.375	%
EQ/Large Cap Value Managed Volatility		0.500	%		0.475	%		0.450	%		0.425	%		0.375	%
EQ/Mid Cap Value Managed Volatility		0.550	%		0.525	%		0.500	%		0.475	%		0.425	%
EQ/Templeton Global Equity Managed Volatility		0.700	%		0.665	%		0.635	%		0.610	%		0.560	%


(as a percentage of average daily net assets)
Pactive Fixed Income Portfolios	First $750 Million			Next $750 Million			Next $1 Billion			Next $2.5 Billion			Thereafter
1290 VT Convertible Securities		0.700	%		0.680	%		0.660	%		0.640	%		0.630	%
1290 VT High Yield		0.600	%		0.580	%		0.560	%		0.540	%		0.530	%
EQ/Global Bond PLUS		0.550	%		0.530	%		0.510	%		0.490	%		0.480	%
EQ/Quality Bond PLUS		0.400	%		0.380	%		0.360	%		0.340	%		0.330	%
Multimanager Core Bond		0.550	%		0.530	%		0.510	%		0.490	%		0.480	%

(as a percentage of average daily net assets)
Fixed Income Portfolios	First $750 Million			Next $750 Million			Next $1 Billion			Next $2.5 Billion			Thereafter
1290 VT DoubleLine Opportunistic Bond		0.600	%		0.575	%		0.550	%		0.530	%		0.520	%
EQ/AB Short Duration Government Bond		0.450	%		0.430	%		0.410	%		0.390	%		0.380	%
EQ/Franklin Strategic Income		0.590	%		0.490	%		0.440	%		0.430	%		0.370	%
EQ/PIMCO Global Real Return		0.600	%		0.575	%		0.550	%		0.530	%		0.520	%
EQ/PIMCO Real Return		0.500	%		0.475	%		0.450	%		0.430	%		0.420	%
EQ/PIMCO Total Return		0.500	%		0.475	%		0.450	%		0.430	%		0.420	%
EQ/PIMCO Ultra Short Bond		0.500	%		0.475	%		0.450	%		0.430	%		0.420	%

(as a percentage of average daily net assets)
ATM Portfolios	First $2 Billion			Next $2 Billion			Next $2 Billion			Next $3 Billion			Thereafter
ATM International Managed Volatility		0.450	%		0.425	%		0.400	%		0.375	%		0.350	%
ATM Large Cap Managed Volatility		0.450	%		0.425	%		0.400	%		0.375	%		0.350	%
ATM Mid Cap Managed Volatility		0.450	%		0.425	%		0.400	%		0.375	%		0.350	%


(as a percentage of average daily net assets)
ATM Portfolios	First $2 Billion			Next $2 Billion			Next $2 Billion			Next $3 Billion			Thereafter
ATM Small Cap Managed Volatility		0.450	%		0.425	%		0.400	%		0.375	%		0.350	%
EQ/2000 Managed Volatility		0.450	%		0.425	%		0.400	%		0.375	%		0.350	%
EQ/400 Managed Volatility		0.450	%		0.425	%		0.400	%		0.375	%		0.350	%
EQ/ 500 Managed Volatility		0.450	%		0.425	%		0.400	%		0.375	%		0.350	%
EQ/International Managed Volatility		0.450	%		0.425	%		0.400	%		0.375	%		0.350	%

(as a percentage of average daily net assets)
Strategic Allocation Portfolios	First $2 Billion			Next $2Billion			Next $2 Billion			Next $3 Billion			Thereafter
EQ/Aggressive Growth Strategy		0.1000	%		0.0925	%		0.0900	%		0.0875	%		0.0850	%
EQ/Balanced Strategy		0.1000	%		0.0925	%		0.0900	%		0.0875	%		0.0850	%
EQ/Conservative Growth Strategy		0.1000	%		0.0925	%		0.0900	%		0.0875	%		0.0850	%
EQ/Conservative Strategy		0.1000	%		0.0925	%		0.0900	%		0.0875	%		0.0850	%
EQ/Growth Strategy		0.1000	%		0.0925	%		0.0900	%		0.0875	%		0.0850	%
EQ/Moderate Growth Strategy		0.1000	%		0.0925	%		0.0900	%		0.0875	%		0.0850	%
EQ/Ultra Conservative Strategy		0.1000	%		0.0925	%		0.0900	%		0.0875	%		0.0850	%


(as a percentage of average daily net assets)
All Asset Growth-Alt 20	0.100	%

(as a percentage of average daily net assets)
EQ/Franklin Templeton Allocation Managed Volatility	0.05	%