Exhibit (d)(12)(vii)
AMENDMENT NO. 1
TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
AMENDMENT NO. 1 to the Amended and Restated Investment Advisory
Agreement ("Amendment No. 1), dated as of November 22, 2002, 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 Amended and
Restated Investment Advisory Agreement dated as of December 5, 2001
("Agreement") between Equitable and Adviser as follows:
1. Equitable hereby terminates its appointment of the Adviser as the
investment adviser for the EQ/Alliance Global Portfolio and
EQ/Alliance Growth Investors Portfolio; and
2. Portfolios. Equitable reaffirms its appointment of the Adviser as
the investment adviser for the EQ/Alliance Common Stock Portfolio,
EQ/Equity 500 Index Portfolio, EQ/Alliance Growth and Income
Portfolio, EQ/Alliance Intermediate Government Securities
Portfolio, EQ/Alliance International Portfolio, EQ/Money Market
Portfolio, EQ/Alliance Quality Bond Portfolio, EQ/Alliance Premier
Growth Portfolio, EQ/Alliance Small Cap Growth Portfolio,
EQ/Alliance Technology Portfolio, EQ/Xxxxxxxxx Diversified Value
Portfolio and one of the investment advisers for the EQ/Aggressive
Stock Portfolio, EQ/Balanced Portfolio and EQ/High Yield Portfolio
on the terms and conditions set forth in the Agreement; and
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), is hereby
replaced in its entirety by Appendix A attached hereto; and
4. Appendix B. Appendix B to the Agreement, setting forth the
Portfolios of the Trust and the fees payable to the Adviser with
respect to each Portfolio (or each Portion thereof) for which the
Adviser provides advisory services under the Agreement, is hereby
replaced in its entirety by Appendix B 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. 1 as of the date first above set forth.
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES ALLIANCE CAPITAL MANAGEMENT L.P.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxx
------------------ ------------------
Xxxxx X. Xxxxx Xxxx X. Xxxxxx
Executive Vice President Assistant Secretary
APPENDIX A
AMENDMENT NO. 1 TO THE AMENDED
AND RESTATED INVESTMENT ADVISORY AGREEMENT
EQ/Aggressive Stock Portfolio*
EQ/Alliance Common Stock Portfolio
EQ/Equity 500 Index Portfolio
EQ/Alliance Growth and Income Portfolio
EQ/High Yield Portfolio*
(fka EQ/Alliance High Yield Portfolio)
EQ/Alliance Intermediate Government Securities Portfolio
EQ/Alliance International Portfolio
EQ/Money Market Portfolio
(fka EQ/Alliance Money Market Portfolio)
EQ/Alliance Quality Bond Portfolio
EQ/Alliance Premier Growth Portfolio
EQ/Alliance Small Cap Growth Portfolio
EQ/Alliance Technology Portfolio
EQ/Balanced Portfolio*
EQ/Xxxxxxxxx Diversified Value Portfolio
* EQ/Aggressive Stock , EQ/Balanced and EQ/High Yield Portfolios are
multi-advised portfolios for which Alliance provides services under this
Agreement with respect to a discrete portion.
APPENDIX B
AMENDMENT NO. 1 TO THE AMENDED
AND RESTATED INVESTMENT ADVISORY AGREEMENT
FEE SCHEDULE
RELATED PORTFOLIO ANNUAL ADVISORY FEE RATE****
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SPECIAL EQUITY PORTFOLIOS, which shall include the following 0.60% of the Special Equity Portfolios' average
Portfolios, Allocated Portions, or Other Allocated daily net assets up to and including $1 billion;
Portions*** of a Portfolio (collectively referred to as 0.55% of the Special Equities Portfolios' average
"Special Equity Portfolios"): daily net assets over $1 billion up to and including
$1.5 billion; 0.50% of the Special Equities
EQ/Aggressive Stock* Portfolios' average daily net assets over $1.5
Mid-Cap Allocated Portion** billion up to and including $2 billion; 0.45% of the
EQ/Alliance International Special Equities Portfolios' average daily net assets
EQ/Alliance Premier Growth over $2 billion up to and including $2.5 billion; and
EQ/Alliance Small Cap Growth 0.40% of the Special Equities Portfolios' average
EQ/Alliance Technology daily net assets over $2.5 billion
AXA Premier Small/Mid Cap Growth***
AXA Premier VIP Small/Mid Cap Growth***
AXA Premier Technology***
AXA Premier VIP Technology***
AXA Premier International***
AXA Premier VIP International***
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GENERAL EQUITY AND HIGH YIELD PORTFOLIOS, which shall 0.50% of the General Equity/High Yield Portfolios'
include the following Portfolios, Allocated Portions, or average daily net assets up to and including $1
Other Allocated Portions*** of a Portfolio (collectively billion; 0.40% of the General Equity/High Yield
referred to as "General Equity/High Yield Portfolios") Portfolios' average daily net assets over $1 billion
up to and including $2 billion; 0.30% of the General
EQ/Alliance Common Stock Equity/High Yield Portfolios' average daily net
EQ/Alliance Growth Investors assets over $2 billion up to and including $3 billion;
Equity Allocated Portions** and 0.20% of the General Equity/High Yield Portfolios'
EQ/High Yield* average daily net assets over $3 billion
EQ/Balanced*
Equity Allocated Portion**
EQ/Xxxxxxxxx Diversified Value
AXA Premier Large Cap Growth***
AXA Premier VIP Large Cap Growth***
AXA Premier Large Cap Core Equity***
AXA Premier VIP Large Cap Core Equity***
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FIXED INCOME PORTFOLIOS, which shall include the following 0.30% of the Fixed Income Portfolios' average daily
Portfolios, Allocated Portions or Other Allocated net assets up to and including $500 million; 0.25% of
Portions*** of a Portfolio (collectively referred to as the Fixed Income Portfolios' average daily net assets
"Fixed Income Portfolios") over $500 million up and including $1 billion; 0.20%
of the Fixed Income Portfolios' average daily net
EQ/Alliance Intermediate Government Securities assets over $1 billion up to and including $1.5
EQ/Alliance Growth Investors- billion; 0.15% of
Fixed Income Allocated Portion** the Fixed Income Portfolios' average daily net assets
EQ/Alliance Quality Bond over $1.5 billion up to and including $3 billion; and
EQ/Balanced* 0.12% of the Fixed Income Portfolios' average daily
Fixed Income Allocated Portion** net assets over $3 billion
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EQ/Equity 500 Index 0.05% of the EQ/Equity 500 Index Portfolio's average
daily net assets up to and including $1 billion; and
0.03% of the EQ/Equity 500 Index Portfolio's average
daily net assets over $1 billion
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MONEY MARKET PORTFOLIOS, which shall include the following 0.13% of the Money Market Portfolios' average daily
Portfolios or Other Allocated Portions*** of a Portfolio net assets up to and including $750 million; 0.105%
(collectively referred to as "Money Market Portfolios") of the Money Market Portfolios' average daily net
assets over $750 million up to and including $1.5
EQ/Money Market billion; 0.08% of the Money Market Portfolios'
AXA Premier Money Market average daily net assets over $1.5 billion up to and
including $2.5 billion; 0.06% of the Money Market
Portfolios' average daily net assets over $2.5
billion up to and including $5 billion; and 0.05% of
the Money Market Portfolios' average daily net assets
over $5 billion
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LARGE CAP PORTFOLIOS, which shall include the following 0.30% of each of the Large Cap Portfolios' average
Portfolios, Allocated Portions or Other Allocated daily net assets
Portions*** of a Portfolio (collectively referred to as
"Large Cap Portfolios")
EQ/Aggressive Stock*-
Large Cap Allocated Portion**
EQ/Alliance Growth & Income
AXA Premier Large Cap Value***
AXA Premier VIP Large Cap Value***
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* This Portfolio has been designated a "multi-adviser portfolio" and the
Adviser receives a fee based on a discrete portion of the Portfolio's assets
that have been allocated to it by the Manager, which is referred to as an
"Allocated Portion"
** This Portfolio is divided into discrete portions, each of which is managed
separately by the Adviser. For purposes of this Agreement, these portions
also are individually referred to as an "Allocated Portion"
*** Other Allocated Portions are other registered investment companies (or
series or portions thereof) that are managed by the Manager and advised by
the Adviser, which are classified as "Special Equity Portfolios," "General
Equity Portfolios," "Fixed Income Portfolios," "Large Cap Portfolios," or
"Money Market Portfolios"
****The daily advisory fee for the Related Portfolios is calculated by
multiplying the aggregate net assets of the Related Portfolios at the close
of the immediately preceding business day by the Annual Advisory Fee Rate
calculated as set forth above and then dividing the result by the number of
days in the year. The daily fee applicable to each Portfolio or Allocated
Portion is the portion of the daily advisory fee for the Related Portfolios
that is equal to the Portfolio's or Allocated Portion's net assets relative
to the aggregate net assets of the Related Portfolios, including the
Portfolio or the Allocated Portion, used in the fee calculation for that day
