Exhibit (d)(2)(ii)
AMENDMENT NO. 1
TO AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AMENDMENT NO. 1 to Amended and Restated Investment Advisory Agreement
("Amendment No. 1"), dated as of December 12, 2003, between The Equitable Life
Assurance Society of the United States, a New York stock life insurance
corporation (the "Manager") and Alliance Capital Management L.P., a limited
partnership organized under the laws of the State of Delaware ("Adviser").
The Manager and the Adviser agree to modify and amend the Amended and
Restated Investment Advisory Agreement (the "Agreement") dated as of July 31,
2003 between them as follows:
1. The Manager hereby terminates its appointment of the Adviser as one of
the investment advisers for the AXA Premier Technology Fund.
2. The Manager hereby reaffirms its appointment of the Adviser as one of
the investment advisers for the AXA Premier Large Cap Core Equity Fund, AXA
Premier Large Cap Growth Fund, AXA Premier Large Cap Value Fund, AXA Premier
Small/Mid Cap Growth Fund, AXA Premier International Equity Fund and AXA Premier
Money Market Fund (individually and collectively a "Fund") on the terms and
conditions set forth in the Agreement.
3. Appendix A to the Agreement, setting forth the Fund of the Trust for
which the Adviser is appointed as the investment adviser and the fee payable to
the Adviser with respect to such Fund is hereby replaced in its entirety by
Appendix A attached hereto.
IN WITNESS WHEREOF, the parties have executed and delivered this Amendment
No. 1 as of the date first above set forth.
ALLIANCE CAPITAL MANAGEMENT L.P. THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By: /s/ Xxxx X. Xxxxxx By: /s/ Xxxxx X. Xxxxx
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Xxxx X. Xxxxxx Xxxxx X. Xxxxx
Acting General Counsel and Executive Vice President
Senior Vice President
APPENDIX A
TO THE
INVESTMENT ADVISORY AGREEMENT
WITH
ALLIANCE CAPITAL MANAGEMENT L.P.
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Related Portfolios Annual Advisory Fee Rate***
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Special Equity Portfolios, which 0.60% of the Special Equity Portfolios'
shall include the following average daily net assets up to and
Portfolios, Allocated Portions, or including $1 billion; 0.55% of the
Other Allocated Portions** of a Special Equities Portfolios' average
Portfolio (collectively referred to daily net assets over $1 billion up to
as "Special Equity Portfolios"): and including $1.5 billion; 0.50% of
the Special Equities Portfolios'
AXA Premier Small/Mid Cap Growth average daily net assets over $1.5
Fund* billion up to and including $2 billion;
AXA Premier International Equity 0.45% of the Special Equities
Fund* Portfolios' average daily net assets
AXA Premier VIP Small/Mid Cap over $2 billion up to and including
Growth Portfolio** $2.5 billion; and 0.40% of the Special
AXA Premier VIP International Equities Portfolios' average daily net
Equity Portfolio** assets over $2.5 billion
EQ/Alliance International **
EQ/Alliance Premier Growth **
EQ/Alliance Small Cap Growth **
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General Equity and High Yield 0.50% of the General Equity/High Yield
Portfolios, which shall include the Portfolios' average daily net assets up
following Portfolios, Allocated to and including $1 billion; 0.40% of
Portions, or Other Allocated the General Equity/ High Yield
Portions** of a Portfolio Portfolios' average daily net assets
(collectively referred to as "General over $1 billion up to and including $2
Equity/High Yield Portfolios"): billion; 0.30% of the General
Equity/High Yield Portfolios' average
AXA Premier Large Cap Growth daily net assets over $2 billion up to
Fund* and including $3 billion; and 0.20% of
AXA Premier Large Cap Core Equity the General Equity/High Yield
Fund* Portfolios' average daily net assets
AXA Premier VIP Large Cap Growth over $3 billion
Portfolio**
AXA Premier VIP Large Cap Core
Equity Portfolio**
AXA Premier VIP High Yield
Portfolio**
EQ/Alliance Common Stock **
EQ/Xxxxxxxxx Diversified Value **
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Large Cap Portfolios, which shall 0.30% of each of the Large Cap
include the following Portfolios, Portfolios' average daily net assets
Allocated Portion, or Other Allocated
Portions** of a Portfolio
(collectively referred to as "Large
Cap Portfolios")
AXA Premier Large Cap Value Fund*
AXA Premier VIP Large Cap Value
Portfolio**
EQ/Alliance Growth & Income **
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Money Market Portfolios, which shall 0.13% of the Money Market Portfolios'
include the following Portfolios, or average daily net assets up to and
Other Allocated Portfolios** of a including $750 million; 0.105% of the
Portfolio (collectively referred to Money Market Portfolios' average daily
as "Money Market Portfolios") net assets over $750 million up to and
including $1.5 billion; 0.08% of the
AXA Premier Money Market Fund Money Market Portfolios' average daily
EQ/Alliance Money Market 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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* This Portfolio has been designated a "multi-adviser portfolio" and Alliance
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"
** 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," "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
