Exhibit (d)(7)(ii)
AMENDMENT NO. 1
TO INVESTMENT ADVISORY AGREEMENT
AMENDMENT NO. 1 to Investment Advisory Agreement ("Amendment
No. 1"), dated as of May 21, 2001, between The Equitable Life Assurance Society
of the United States, a New York corporation ("Equitable") and Fund Asset
Management, a Delaware limited partnership ("Adviser").
Equitable and Adviser agree to modify and amend the Investment Advisory
Agreement dated as of May 1, 2000 between Equitable and Adviser as follows:
1. PORTFOLIOS. Equitable hereby reaffirms its appointment of the
Adviser as the investment adviser for the EQ/Mercury Basic Value Equity
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.
Expect 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
FUND ASSET MANAGEMENT, L.P. SOCIETY OF THE UNITED STATES
by Princeton Services, Inc. its
General Partner
By: ________________________________ By:
-----------------------------------
Name: Name: Xxxxx X. X'Xxxx
Title: Title: Executive Vice President
APPENDIX A
TO AMENDMENT NO. 1
TO INVESTMENT ADVISORY AGREEMENT
WITH FUND ASSET MANAGEMENT, L.P.
Portfolio Advisory Fee
EQ/Mercury Basic Value Equity Portfolio .40% of the Portfolio's average
daily net assets up to and including
$100 million; .375% of the
Portfolio's average daily net assets
over $100 million and up to and
including $300 million; and .35% of
the Portfolio's average daily net
assets in excess of $300 million
Dated: May 23, 2001
