Exhibit (d)(12)(v)
AMENDMENT NO. 4
TO
INVESTMENT ADVISORY AGREEMENT
AMENDMENT NO. 4 to Investment Advisory Agreement ("Amendment No. 4"),
dated as of May 21, 2001, 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 amended by
Amendment No. 2 dated May 1, 2000, as amended by Amendment No. 3 dated March 1,
2001 as follows:
1. PORTFOLIOS. Equitable hereby affirms its appointment of the Adviser as the
investment adviser for the EQ/Alliance Premier Growth Portfolio, each of the
Portfolios added to the Agreement by Amendment No. 1 except for the Alliance
Conservative Investors Portfolio; and for the EQ/Alliance Technology Portfolio
that was added to the Agreement by Amendment No. 2 on the terms and conditions
set forth in the Agreement and for the EQ/Xxxxxxxxx Diversified Value Portfolio
that was added to the Agreement by Amendment No. 3 on the terms and conditions
set forth in the Agreement. 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, 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 was renamed the "EQ/Aggressive
Stock Portfolio") and the Alliance Balanced Portfolio (which was renamed the
"EQ/Balanced Portfolio'); became effective on May 1, 2000 for the EQ/Alliance
Technology Portfolio; and became effective on March 1, 2001 for the EQ/Xxxxxxxxx
Diversified Value Portfolio.
(b) The Agreement will continue in effect with respect to the
EQ/Alliance Premier Growth Portfolio until July 31, 2001 and may be continued
thereafter pursuant to (f) 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 (f) below.
(d) The Agreement will continue in effect with respect to the
EQ/Alliance Technology Portfolio until May 1, 2002 and may be continued
thereafter pursuant to (f) below.
(e) The Agreement will continue in effect with respect to the
EQ/Xxxxxxxxx Diversified Value Portfolio until March 1, 2003 and may be
continued thereafter pursuant to (f) below.
(f) With respect to each Portfolio this Agreement shall continue in
effect annually after the date specified in subsection (b), (c) (d) and (e) 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. 4 as of the date first above set forth.
ALLIANCE CAPITAL MANAGEMENT L.P.
THE EQUITABLE LIFE ASSURANCE SOCIETY OF
THE UNITED STATES By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its General Partner
By: /s/ Xxxxx X. X'Xxxx By: /s/ Xxxx X. Xxxxxx
--------------------------- ----------------------------
Xxxxx X. X'Xxxx Xxxx X. Xxxxxx
Executive Vice President Assistant Secretary
APPENDIX A
TO AMENDMENT NO. 4
TO INVESTMENT ADVISORY AGREEMENT
BREAKPOINTS
-------------------------------------------------------------------------------------------------------------------------------
$150 Million $300 Million $350 Million $450 Million $500 Million $750 Million
First $150 to $300 to $350 to $450 to $500 to $750 to $1
Million Million Million Million Million Million Billion
------- ------- ------- ------- ------- ------- -------
Alliance Common Stock 0.325% 0.325% 0.325% 0.340% 0.340% 0.340% 0.305%
Alliance Equity Index 0.050% 0.050% 0.050% 0.050% 0.050% 0.050% 0.050%
Alliance Global 0.600% 0.500% 0.400% 0.400% 0.400% 0.350% 0.350%
Alliance Growth and Income 0.350% 0.350% 0.350% 0.350% 0.300% 0.300% 0.300%
Alliance Growth Investors 0.380% 0.380% 0.380% 0.380% 0.380% 0.380% 0.380%
Alliance High Yield 0.380% 0.380% 0.380% 0.380% 0.380% 0.380% 0.355%
Alliance Intermediate Gov't 0.280% 0.280% 0.280% 0.280% 0.280% 0.280% 0.255%
Alliance International 0.650% 0.550% 0.450% 0.450% 0.450% 0.400% 0.400%
Alliance Money Market 0.130% 0.130% 0.130% 0.130% 0.130% 0.130% 0.105%
Alliance Quality Bond 0.305% 0.305% 0.305% 0.305% 0.305% 0.305% 0.280%
Alliance Small Cap Growth 0.500% 0.500% 0.500% 0.500% 0.500% 0.500% 0.500%
EQ/Alliance Aggressive* 0.300% 0.300% 0.300% 0.300% 0.300% 0.300% 0.300%
EQ/Alliance Balanced* 0.300% 0.300% 0.300% 0.300% 0.300% 0.300% 0.280%
EQ/Alliance Premier Growth
Portfolio 0.500% 0.500% 0.500% 0.500% 0.500% 0.500% 0.500%
First $500 Million Next $500 Million Over $1 Billion
------------------ ----------------- ---------------
EQ/Alliance Technology Portfolio 0.650% 0.570% 0.525%
First $500 Million Over $500 Million
------------------ -----------------
EQ/Xxxxxxxxx Diversified Value Portfolio 0.350% 0.300%
------------------
*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".
APPENDIX A (CONTINUED)
TO AMENDMENT NO. 4
TO INVESTMENT ADVISORY AGREEMENT
BREAKPOINTS
-----------------------------------------------------------------------------------------------------------
$1 Billion 1.5 Billion 2 Billion 2.5 Billion 5 Billion Over
to $1.5 to $2.0 to $2.5 to $5 to $10 $10
Billion Billion Billion Billion Billion Billion
------- ------- ------- ------- ------- -------
Alliance Common Stock 0.305% 0.255% 0.255% 0.235% 0.225% 0.225%
Alliance Equity Index 0.050% 0.050% 0.050% 0.050% 0.050% 0.050%
Alliance Global 0.350% 0.350% 0.350% 0.350% 0.350% 0.350%
Alliance Growth and Income 0.300% 0.300% 0.300% 0.300% 0.300% 0.300%
Alliance Growth Investors 0.330% 0.330% 0.305% 0.305% 0.280% 0.255%
Alliance High Yield 0.355% 0.330% 0.330% 0.310% 0.300% 0.300%
Alliance Intermediate Gov't 0.255% 0.230% 0.230% 0.210% 0.200% 0.200%
Alliance International 0.400% 0.400% 0.400% 0.400% 0.400% 0.400%
Alliance Money Market 0.105% 0.080% 0.080% 0.060% 0.050% 0.050%
Alliance Quality Bond 0.280% 0.255% 0.255% 0.235% 0.225% 0.225%
Alliance Small Cap Growth 0.450% 0.450% 0.425% 0.425% 0.400% 0.375%
EQ/Alliance Aggressive* 0.250% 0.250% 0.250% 0.250% 0.250% 0.250%
EQ/Alliance Balanced* 0.280% 0.230% 0.230% 0.205% 0.180% 0.180%
EQ/Alliance Premier Growth
Portfolio 0.500% 0.500% 0.500% 0.500% 0.500% 0.500%
------------------
*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".
