Exhibit (d)(5)(v)
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" or the "Manager") and Massachusetts Financial Services Company (dba
MFS Investment Management), a Delaware corporation (the "Adviser").
Equitable and the Adviser agree to modify the Amended and Restated
Investment Advisory Agreement ("Agreement"), dated as of July 10, 2002, as
follows:
1. Portfolios. Equitable hereby reaffirms its appointment of the
Adviser as the investment adviser for the EQ/MFS Emerging Growth Companies
Portfolio, the EQ/MFS Investors Trust Portfolio and the allocated portion of the
EQ/Aggressive Stock Portfolio on the terms and conditions set forth in the
Agreement.
2. 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.
3. 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.
MASSACHUSETTS FINANCIAL THE EQUITABLE LIFE ASSURANCE
SERVICES CORPORATION SOCIETY OF THE UNITED STATES
By: /s/ Xxxxxxx X. Xxxxx By: /s/ Xxxxx Xxxxx
---------------------------- -------------------------------
Name: Xxxxxxx X. Xxxxx Name: Xxxxx Xxxxx
Title: Senior Vice President Title: Executive Vice President
APPENDIX A
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
Portfolio Advisory Fee
--------- ------------
EQ/MFS Emerging Growth Companies Portfolio* 0.35% of the Portfolio's average daily net assets up to and including $500
million; 0.30% of the Portfolio's average daily net assets on the next $1
billion of the Portfolio's average daily net assets and 0.25% of the
Portfolio's average daily net assets over $1.5 billion.
EQ/MFS Investors Trust Portfolio 0.35% of the Portfolio's average daily net assets up to and including $500
million; 0.30% of the Portfolio's average daily net assets on the next $1
billion of the Portfolio's average daily net assets and 0.25% of the
Portfolio's average daily net assets over $1.5 billion.
EQ/Aggressive Stock Portfolio* 0.35% of the MFS Allocated Portion's average daily net assets, up to and
(MFS Allocated Portion) including $500 million; 0.30% of the MFS Allocated Portion's average daily
net assets on the next $1 billion of the MFS Allocated Portion's average
daily net assets; and 0.25% of the MFS Allocated Portion's average daily
net assets over $1.5 billion.**
*For purposes of calculating the advisory fee for the EQ/MFS Emerging Growth
Companies Portfolio and the EQ/Aggressive Stock Portfolio, the total net assets
of each of these Portfolios will be aggregated.
**The "MFS Allocated Portion" is that portion of the EQ/Aggressive Stock
Portfolio's average daily net assets advised by the Adviser.
2
