AMENDMENT
TO
CLASS IB
DISTRIBUTION AGREEMENT
AMENDMENT dated as of October 8, 1997 by and between The Xxxxxx River
Trust (the "Trust") and Equitable Distributors, Inc. (the "Distributor").
WITNESSETH:
WHEREAS, the Trust and the Distributor are parties to a certain Class
IB Distribution Agreement (the "Agreement") dated as of July 8, 1996; and
WHEREAS, the Trust and the Distributor desire to amend the Agreement
as follows:
NOW, THEREFORE, the Trust and the Distributor agree as follows:
Section 1. The Agreement is hereby modified and amended by replacing
Section 5 thereof with the following:
Section 5. (a) As compensation for services
rendered and expenses borne in connection with the
distribution of Class IB shares, each Portfolio (other than
the Alliance Small Cap Growth Portfolio) shall pay the
Distributor a monthly fee (payable on or before the fifth
business day of the following month) at a rate equal to .25%
per annum of the average daily net assets of the Portfolio
attributable to Class IB shares. The Distributor may, but
need not, pay or charge Participating Insurance Companies
pursuant to agreements as described in Section 2.
(b) As compensation for services rendered and
expenses borne in connection with the distribution of Class
IB shares for calendar year 1997 and each succeeding year
(or part thereof) until terminated as hereinafter provided,
the Alliance Small Cap Growth Portfolio shall pay an annual
fee not to exceed the lesser of (A) .25% of the average
daily net assets of the Portfolio attributable to Class IB
shares and (B) an amount, that, when added to all other
Subject Expenses allocated to the Class IB shares of the
portfolio, causes total annual Subject Expenses allocated to
Class IB shares of the Portfolio to equal 1.20% of the
average daily net assets of the Portfolio attributable to
Class IB shares. The Alliance Small Cap Portfolio shall make
monthly progress payments in respect of the fee payable for
its Class IB shares. Each monthly progress payment shall be
made on or before the fifth business day of the following
month and shall be in an amount such that the aggregate of
such payments for the year to date (less any amounts
returned by the Distributor pursuant to the following
sentence) equals the lesser of the amounts set forth in
clauses (A) and (B) of this paragraph, pro rated for periods
less than one year and calculated using year-to-date Subject
Expenses and average daily net assets. In the event the
amount of the progress payment calculated as specified in
the preceding sentence for any month is less than zero, the
Distributor shall, on or before the tenth business day of
the following month, return to the Alliance Small Cap Growth
Portfolio such amount, but only to the extent of any
progress payments previously paid to the Distributor for
preceding months of the same year and not previously
returned to the Alliance Small Cap Growth Portfolio. The
provisions of
this paragraph 5(b) shall terminate on June 30th of any year
unless extended by the parties. After such termination, the
Alliance Small Cap Growth Portfolio shall pay the
Distributor a monthly fee (payable on or before the fifth
business day of the following month) at a rate equal to .25%
per annum of the average daily net assets of the Portfolio
attributable to Class IB shares.
Section 2. The Agreement is hereby modified and amended by inserting
therein a new Section 15 as follows:
For purposes of this Agreement "Subject Expenses"
shall mean the aggregate expenses of every character which
are attributable to the Class IB shares allocated to the
Alliance Small Cap Growth Portfolio, calculated on an
accrual basis, including without limitation, all investment
management and advisory fees, the distribution fee provided
for in this Agreement, as increased or decreased, as the
case may be, pursuant to Section 5 hereof, but excluding
interest, taxes, brokerage commissions and other
expenditures which are capitalized in accordance with
generally accepted accounting principles, provided that, for
purposes of this definition, such expenses will not reflect
the effect of expense offset arrangements. In calculating
monthly progress payments for the remaining months in
calendar year 1997, Subject Expenses shall mean the
aggregate expenses of every character which are attributable
to the Class IB shares allocated to the Alliance Small Cap
Growth Portfolio for periods from and after May 1, 1997,
calculated on an accrual basis, including without
limitation, all investment management and advisory fees, the
distribution fee provided for in this Agreement, as
increased or decreased, as the case may be, pursuant to
Section 5 hereof, but excluding interest, taxes, brokerage
commissions and other expenditures which are capitalized in
accordance with generally accepted accounting principles,
provided that, for purposes of this definition, such
expenses will not reflect the effect of expense offset
arrangements.
Section 3. Except as modified and amended hereby, the Agreement is
hereby ratified and confirmed in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be duly executed as of the day and year first above written.
THE XXXXXX RIVER TRUST
By: /s/ Xxxx X. Xxxxxx
Name: Xxxx X. Xxxxxx
Title: President and Chief Executive Officer
EQUITABLE DISTRIBUTORS, INC.
By: /s/ Xxxxx X. Xxxxxxxxxxx III
Name: Xxxxx X. Xxxxxxxxxxx III
Title: Co-President and
Co-Chief Operating Officer
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