Exhibit (d)(12)(iii)
AMENDMENT NO. 2
TO
INVESTMENT ADVISORY AGREEMENT
AMENDMENT NO. 2 to Investment Advisory Agreement ("Amendment No. 2"),
dated as of May 1, 2000, 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 follows:
1. Portfolios. Equitable hereby affirms its appointment of the Adviser as the
investment adviser for the EQ/Alliance Premier Growth Portfolio and each of the
Portfolios added to the Agreement by Amendment No. 1 on the terms and conditions
set forth in the Agreement and Amendment No. 1. 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. New Portfolio. Equitable hereby affirms its appointment of the Adviser as the
investment adviser for the EQ/Alliance Technology Portfolio ("New Portfolio") on
the terms and conditions set forth in the Agreement and Amendment No. 1.
3. 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, and 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 is being renamed the
"EQ/Aggressive Stock Portfolio") and the Alliance Balanced Portfolio (which is
being renamed the "EQ/Balanced Portfolio').
(b) The Agreement will continue in effect with respect to the
EQ/Alliance Premier Growth Portfolio until April 30, 2001 and may be continued
thereafter pursuant to (d) 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 (d) 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 (e) below.
(e) With respect to each Portfolio this Agreement shall continue in
effect annually after the date specified in subsection (b), or (c), 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.
4. 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. 2 as of the date first above set forth.
ALLIANCE CAPITAL
MANAGEMENT L.P.
THE EQUITABLE LIFE ASSURANCE BY: ALLIANCE CAPITAL
SOCIETY OF THE UNITED STATES MANAGEMENT CORPORATION, ITS
GENERAL PARTNER
BY: BY:
----------------------------- -----------------------------
XXXXX X. XXXXX XXXX X. XXXXXX
EXECUTIVE VICE PRESIDENT ASSISTANT SECRETARY
APPENDIX A
TO AMENDMENT NO. 2
TO INVESTMENT ADVISORY AGREEMENT
BREAKPOINTS
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$150 Million $300 Million $400 Million $450 Million $500 Million
First $150 to to to to to
Million $300 Million $350 Million $450 Million $500 Million $750 Million
----------- -------------- ------------ ------------ ------------ ------------
Alliance Common Stock 0.325% 0.325% 0.325% 0.340% 0.340% 0.340%
Alliance Conservative Investors 0.300% 0.300% 0.300% 0.300% 0.300% 0.300%
Alliance Equity Index 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%
Alliance Growth and Income 0.350% 0.350% 0.350% 0.350% 0.300% 0.300%
Alliance Growth Investors 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%
Alliance Intermediate Gov't 0.280% 0.280% 0.280% 0.280% 0.280% 0.280%
Alliance International 0.650% 0.550% 0.450% 0.450% 0.450% 0.400%
Alliance Money Market 0.130% 0.130% 0.130% 0.130% 0.130% 0.130%
Alliance Quality Bond 0.305% 0.305% 0.305% 0.305% 0.305% 0.305%
Alliance Small Cap Growth 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%
EQ/Alliance Balanced* 0.300% 0.300% 0.300% 0.300% 0.300% 0.300%
EQ/Alliance Premier Growth Portfolio 0.500% 0.500% 0.500% 0.500% 0.500% 0.500%
-----------------------------------------------------------------------------------------------------------------------------------
$750 Million $1 Billion 1.5 Billion 2 Billion 2.5 Billion 5 Billion
to to to to to Over
$1 Billion $1.5 Billion $2.0 Billion $2.5 Billion $5 Billion $10 Billion $10 Billion
---------- ------------ ------------ ------------ ---------- ----------- -----------
Alliance Common Stock 0.305% 0.305% 0.255% 0.255% 0.235% 0.225% 0.225%
Alliance Conservative Investors 0.280% 0.280% 0.230% 0.230% 0.205% 0.180% 0.180%
Alliance Equity Index 0.050% 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% 0.350%
Alliance Growth and Income 0.300% 0.300% 0.300% 0.300% 0.300% 0.300% 0.300%
Alliance Growth Investors 0.380% 0.330% 0.330% 0.305% 0.305% 0.280% 0.255%
Alliance High Yield 0.355% 0.355% 0.330% 0.330% 0.310% 0.300% 0.300%
Alliance Intermediate Gov't 0.255% 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% 0.400%
Alliance Money Market 0.105% 0.105% 0.080% 0.080% 0.060% 0.050% 0.050%
Alliance Quality Bond 0.280% 0.280% 0.255% 0.255% 0.235% 0.225% 0.225%
Alliance Small Cap Growth 0.500% 0.450% 0.450% 0.425% 0.425% 0.400% 0.375%
EQ/Alliance Aggressive* 0.300% 0.250% 0.250% 0.250% 0.250% 0.250% 0.250%
EQ/Alliance Balanced* 0.280% 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% 0.500%
First $500 Next $500 Over $1
Million Million Billion
------- ------- -------
EQ/Alliance Technology Portfolio 0.650% 0.570% 0.525%
*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".
