EXHIBIT (d)(12)(iii)
AMENDMENT NO. 2
TO
INVESTMENT ADVISORY AGREEMENT
AMENDMENT NO. 2 to Investment Advisory Agreement ("Amendment No. 2"), dated
as of May 1, 2000, between The Equitable Life Assurance Society of the United
States, a New York corporation ("Equitable") and Alliance Capital Management
L.P., a Delaware limited partnership ("Adviser").
Equitable and the Adviser agree to modify and amend the Investment Advisory
Agreement dated as of May 1, 1999 ("Agreement"), as amended by Amendment No. 1
dated October 18, 1999 ("Amendment No. 1") as follows:
1. Portfolios. Equitable hereby reaffirms its appointment of the Adviser as the
investment adviser for EQ/Alliance Premier Growth Portfolio and each of the
Portfolios added to the Agreement by Amendment No. 1 on the terms and conditions
set forth in the Agreement and Amendment No. 1. With respect to the
EQ/Aggressive Stock Portfolio and the EQ/Balanced Portfolio, Equitable may from
time to time allocate and reallocate the assets of each of those Portfolios to
one or more investment advisers in addition to the Adviser.
2. Duration. 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 became effective on October 18, 1999 for
each of the Portfolios added to the Agreement by Amendment No. 1, including the
Alliance Aggressive Stock Portfolio (which is being renamed the "EQ/Aggressive
Stock Portfolio") and the Alliance Balanced Portfolio (which is being renamed
the "EQ/Balanced Portfolio').
(b) The Agreement will continue in effect with respect to the EQ/Alliance
Premier Growth Portfolio until April 30, 2001 and may be continued thereafter
pursuant to (d) below.
(c) The Agreement will continue in effect with respect to each of the
Portfolios specified in Amendment No. 1, including the EQ/Aggressive Stock
Portfolio, and EQ/Balanced Portfolio until October 17, 2001 and may be continued
thereafter pursuant to (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 of 1940) (the "Independent Trustees") of any party to the Agreement
cast in person at a meeting called for the purpose of voting on such approval.
Any 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 Company Act of 1940) 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 this 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 (or one of
the investment advisers) and the fees payable to the Adviser with respect to
each Portfolio (or portion thereof) for which the Adviser provides services
under the Agreement, as designated from time to time by Equitable, is hereby
replaced in its entirety by Appendix A attached hereto.
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. 2 as of the date first above set forth.
ALLIANCE CAPITAL MANAGEMENT L.P.
THE EQUITABLE LIFE ASSURANCE By: ALLIANCE CAPITAL
SOCIETY OF THE UNITED STATES MANAGEMENT CORPORATION, its
General Partner
By:_____________________________ By:_____________________________
Xxxxx X. Xxxxx Xxxx X. Xxxxxx
Executive Vice President Assistant Secretary
APPENDIX A
TO AMENDMENT NO. 2
TO INVESTMENT ADVISORY AGREEMENT
Portfolio Annual Advisory Fee:
EQ/Alliance Premier Growth Portfolio .50% of the Portfolio's daily net assets
First Next Next Next Next
$350MM $400 MM $750MM $1 Billion $2.5 Billion Thereafter
------ ------- ------ ---------- ------------ ----------
Alliance International Portfolio 0.750% 0.765% 0.705% 0.680% 0.660% 0.650%
Alliance Global Portfolio 0.525% 0.540% 0.480% 0.430% 0.410% 0.400%
EQ/Aggressive Stock Portfolio* 0.475% 0.490% 0.455% 0.405% 0.380% 0.355%
Alliance Common Stock Portfolio 0.325% 0.340% 0.305% 0.255% 0.235% 0.225%
Alliance Growth & Income Portfolio 0.400% 0.415% 0.405% 0.380% 0.360% 0.350%
Alliance Small Cap Growth Portfolio 0.650% 0.675% 0.650% 0.625% 0.600% 0.575%
Alliance Growth Investors Portfolio 0.400% 0.415% 0.380% 0.330% 0.305% 0.280%
EQ/Balanced Portfolio* 0.300% 0.315% 0.280% 0.230% 0.205% 0.180%
Alliance Conservative Investors
Portfolio 0.325% 0.340% 0.305% 0.255% 0.230% 0.205%
Alliance High Yield Portfolio 0.450% 0.465% 0.455% 0.430% 0.410% 0.400%
Alliance Quality Bond Portfolio 0.375% 0.390% 0.380% 0.355% 0.335% 0.325%
Alliance Intermediate
Government Securities Portfolio 0.350% 0.365% 0.355% 0.330% 0.310% 0.300%
Alliance Equity Index Portfolio 0.175% 0.190% 0.180% 0.155% 0.135% 0.125%
Alliance Money Market Portfolio 0.200% 0.215% 0.205% 0.180% 0.160% 0.150%
*Fee to be paid with respect to this 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 "Alliance Allocated Portion".
