Exhibit (d)(13)(ii)
FORM OF
AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
AMENDMENT NO. 1 to Investment Advisory Agreement ("Amendment No. 1"),
dated as of _______________, 1999, between EQ Financial Consultants, Inc., a
Delaware corporation ("EQ Financial") and Alliance Capital Management L.P., a
Delaware limited partnership (the "Adviser").
EQ Financial and the Adviser agree to modify and amend the Investment
Advisory Agreement (the " Agreement") dated as of May 1, 1999 between them as
follows:
1. New Portfolios. EQ Financial hereby appoints the Adviser as the
investment adviser of the Alliance Money Market Portfolio, Alliance Intermediate
Government Securities Portfolio, Alliance Quality Bond Portfolio, Alliance High
Yield Portfolio, Alliance Balanced Portfolio, Alliance Conservative Investors
Portfolio, Alliance Growth Investors Portfolio, Alliance Common Stock Portfolio,
Alliance Equity Index Portfolio, Alliance Growth And Income Portfolio, Alliance
Aggressive Stock Portfolio, Alliance Small Cap Growth Portfolio, Alliance Global
Portfolio, Alliance International Portfolio (the "New Portfolio) on the terms
and conditions contained in the Agreement.
2. Duration of Agreement. Section 9 of the Agreement is replaced in its
entirety as follows:
(a) The Agreement became effective with respect to the EQ/Alliance
Premier Growth Portfolio on May 1, 1999 and will become effective with respect
to the New Portfolios on the date of this Amendment.
(b) The Agreement will continue in effect with respect to the
EQ/Alliance Premier Growth Portfolio until May 1, 2001 and may be continued
thereafter pursuant to subsection (d) below.
(c) The Agreement will continue in effect with respect to the New
Portfolios until ______________, 2001 and may be continued thereafter pursuant
to subsection (d) below.
(d) With respect to each Portfolio this Agreement shall continue in
effect annually after the date specified in subsection (b) or (c), as the case
may be, only so long as such continuance is specifically approved at least
annually either by the Board of Trustees or by a majority of the outstanding
voting securities of the Portfolio, provided that in either event such
continuance shall also be approved by the vote of a majority of the Trustees of
the EQ Advisors Trust who are not "interested persons" (as defined in the
Investment Company Act) (the "Independent Trustees") of any party to the
Agreement cast in person at a meeting called for the purpose of voting on such
approval. 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 Investment
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Company Act) of shares of such 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 of the
Trust.
3. 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 fees payable to the Adviser with respect to each 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. 1 as of the date first above set forth.
EQ FINANCIAL CONSULTANTS, INC. ALLIANCE CAPITAL MANAGEMENT L.P.
By: By: ALLIANCE CAPITAL MANAGEMENT
------------------------------- CORPORATION, its General Partner
Xxxxx X. Xxxxx
Executive Vice President
By:
----------------------------------
Xxxx X. Xxxxxx
Assistant Secretary
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APPENDIX A
TO
AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
Portfolio Advisory Fee
--------- ------------
EQ/Alliance Premier Growth Portfolio .50% of the Portfolio's daily net assets
Alliance Money Market Portfolio ___% of the Portfolio's daily net assets
Alliance Intermediate Government Securities Portfolio ___% of the Portfolio's daily net assets
Alliance Quality Bond Portfolio ___% of the Portfolio's daily net assets
Alliance High Yield Portfolio ___% of the Portfolio's daily net assets
Alliance Balanced Portfolio ___% of the Portfolio's daily net assets
Alliance Conservative Investors Portfolio ___% of the Portfolio's daily net assets
Alliance Growth Investors Portfolio ___% of the Portfolio's daily net assets
Alliance Common Stock Portfolio ___% of the Portfolio's daily net assets
Alliance Equity Index Portfolio ___% of the Portfolio's daily net assets
Alliance Growth And Income Portfolio ___% of the Portfolio's daily net assets
Alliance Aggressive Stock Portfolio ___% of the Portfolio's daily net assets
Alliance Small Cap Growth Portfolio ___% of the Portfolio's daily net assets
Alliance Global Portfolio ___% of the Portfolio's daily net assets
Alliance International Portfolio ___% of the Portfolio's daily net assets
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