Exhibit (d)(5)(iii)
AMENDMENT NO. 2
TO
INVESTMENT ADVISORY AGREEMENT
AMENDMENT NO. 2 to the 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 Massachusetts Financial
Services Company, a Delaware corporation ("Adviser").
Equitable and the Adviser agree to modify and amend the Investment
Advisory Agreement ("Agreement") dated as of April 14, 1997, Investment Advisory
as amended by Amendment No. 1 to the Agreement dated as of December 31, 1998,
between them as follows:
1. New Portfolio. Equitable hereby appoints the Adviser as the investment
adviser of that portion of the total assets of the EQ/Aggressive Stock Portfolio
on the terms and conditions contained in the Agreement.
2. Duration. Section 9 of the Agreement is replaced in its entirety as follows:
(a) The Agreement became effective with respect to the MFS Emerging
Growth Companies Portfolio and the MFS Research Portfolio on April 14, 1997, the
MFS Growth with Income Portfolio on December 31, 1998 and will become effective
with respect to the New Portfolio on May 1, 2000.
(b) The Agreement will continue in effect with respect to the MFS
Emerging Growth Companies Portfolio and the MFS Research Portfolio until April
14, 1999 and may be continued thereafter pursuant to subsection (e) below.
(c) The Agreement will continue in effect with respect to the MFS
Growth with Income Portfolio until December 31, 2000 and may be continued
thereafter pursuant to subsection (e) below.
(d) The Agreement will continue in effect with respect to the New
Portfolio until May 1, 2002 and may be continued thereafter pursuant to
subsection (e) below.
(e) With respect to each Portfolio this Agreement shall continue in
effect annually after the date specified in subsection (b), (c) or (d), 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) ("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 advisory
services under the Agreement, 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.
THE EQUITABLE LIFE ASSURANCE MASSACHUSETTS FINANCIAL
SOCIETY OF THE UNITED STATES SERVICES COMPANY
By:_______________________ By: _______________________
Xxxxx X. Xxxxx Name:
Executive Vice President Title:
APPENDIX A
TO
AMENDMENT NO. 2
TO
INVESTMENT ADVISORY AGREEMENT
Portfolio Advisory Fee
--------- ------------
MFS Emerging Growth Companies Portfolio* .35% of the Portfolio's average
daily net assets up to and
including $500 million; .30% of the
Portfolio's average daily net
assets on the next $1 billion of
the Portfolio's average daily net
assets and .25% of the Portfolio's
average daily net assets over $1.5
billion.
MFS Research Portfolio .35% of the Portfolio's average
daily net assets up to and
including $500 million; .30% of the
Portfolio's average daily net
assets on the next $1 billion of
the Portfolio's average daily net
assets and .25% of the Portfolio's
average daily net assets over $1.5
billion.
MFS Growth with Income Portfolio .35% of the Portfolio's average
daily net assets up to and
including $500 million; .30% of the
Portfolio's average daily net
assets on the next $1 billion of
the Portfolio's average daily net
assets and .25% of the Portfolio's
average daily net assets over $1.5
billion.
EQ/ Aggressive Stock Portfolio* .35% of the MFS Allocated Portion's
average daily net assets, up to and
including $500 million; .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 .25% of the MFS Allocated
Portion's average daily net assets
over $1.5 billion.**
*For purposes of calculating the advisory fee for the MFS Emerging Growth
Companies Portfolio and the EQ/ Aggressive Stock Portfolio, the total 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.
