Exhibit (h)(2)(viii)
AMENDMENT NO. 1
THIRD AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
AMENDMENT NO. 1 to the Third Amended and Restated Expense Limitation
Agreement, dated as of September 1, 2001, between the Equitable Life Assurance
Society of the United States ("Equitable" or the "Manager") and EQ Advisors
Trust ("Trust").
The Manager and Trust hereby agree to modify and amend the Third Amended
and Restated Expense Limitation Agreement (the "Expense Limitation Agreement"),
dated as of March 7, 2001 between them as follows:
1. NEW PORTFOLIO. The Manager and the Trust have determined to add the
EQ/Xxxxxxx Focus Portfolio ("New Portfolio") to the Agreement on the terms
and conditions contained in the Agreement, and at the level of the expense
limitation applicable to the New Portfolio as set forth in the attached
schedule.
2. Paragraph 2.1 of the Agreement:
REIMBURSEMENT. If in any year during which the total assets of a
Portfolio are greater than $100 million and in which the Management
Agreement is still in effect, the estimated aggregate Portfolio Operating
Expenses of such Portfolio for the fiscal year are less than the Maximum
Annual Operating Expense Limit for that year, subject to quarterly
approval by the Trust's Board of Trustees as provided in Section 2.2 and
the Manager shall be entitled to reimbursement by such Portfolio, in whole
or in part as provided below, of the investment management fees waived or
reduced and other payments remitted by the Manager to such Portfolio
pursuant to Section 1 hereof. The total amount of reimbursement to which
the Manager may be entitled (the "Reimbursement Amount") shall equal, at
any time, the sum of all investment management fees previously waived or
reduced by the Manager and all other payments remitted by the Manager to
the Portfolio, pursuant to Section 1 hereof, during the reimbursement
period indicated for each Portfolio in Schedule B hereto, less any
reimbursement previously paid by such Portfolio to the Manager, pursuant
to Sections 2.2 or 2.3 hereof, with respect to such waivers, reductions,
and payments. The Reimbursement Amount shall not include any additional
charges or fees whatsoever, including, E.G., interest accruable on the
Reimbursement Amount.
3. SCHEDULE A. Schedule A to the Agreement, which sets forth the Portfolios
of the Trust, is hereby replaced in its entirety by the Amendment No. 1 to
Schedule A attached hereto.
4. SCHEDULE B. Schedule B to the Agreement, which sets forth the
reimbursement periods for each of the Portfolios of the Trust is hereby
included in the Agreement.
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. 1 as of the date first above set forth.
EQ ADVISORS TRUST EQUITABLE LIFE ASSURANCE SOCIETY OF THE
UNITED STATES
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxx X. X'Xxxx
-------------------------- --------------------------------
Xxxxx X. Xxxxx Xxxxx X. X'Xxxx
President and Trustee Executive Vice President
AMENDMENT NO. 1
SCHEDULE A
OPERATING EXPENSE LIMITS
This Agreement related to the following Portfolios of the Trust:
---------------------------------------------------------------
Maximum Annual
Operating
Name of Portfolio Expense Limit
----------------- -------------
EQ/AXP New Dimensions Portfolio 0.70%
EQ/AXP Strategy Aggressive Portfolio 0.75%
EQ/Alliance Premier Growth Portfolio 0.90%
EQ/Alliance Technology Portfolio 0.90%
EQ/Balanced Portfolio 0.65%
EQ/Xxxxxxxxx Diversified Value Portfolio 0.70%
EQ/Xxxxxxx Socially Responsible Portfolio 0.80%
EQ/Capital Guardian International Portfolio 0.95%
EQ/Capital Guardian U.S. Equity Portfolio 0.70%
EQ/Capital Guardian Research Portfolio 0.70%
EQ/Evergreen Omega Portfolio 0.70%
EQ/FI Mid Cap Portfolio 0.75%
EQ/FI Small/Mid Cap value Portfolio 0.85%
EQ/International Equity Index Portfolio 0.85%
EQ/Janus Large Cap Growth Portfolio 0.90%
EQ/X.X. Xxxxxx Core Bond Portfolio 0.55%
EQ/Lazard Small Cap Value Portfolio 0.85%
EQ/Xxxxxxx Focus Portfolio 0.90%
EQ/MFS Investors Growth Portfolio 0.70%
EQ/MFS Research Portfolio 0.70%
EQ/Mercury Basic Value Equity Portfolio 0.70%
EQ/Xxxxxx Xxxxxxx Emerging Market Equity
Portfolio 1.55%
EQ/Xxxxxx Growth & Income Value Portfolio 0.70%
EQ/Xxxxxx International Equity Portfolio 1.00%
EQ/Xxxxxx Investors Growth Portfolio 0.70%
EQ/Small Company Index Portfolio 0.60%
EQ/X. Xxxx Price International Stock Portfolio 1.00%
AMENDMENT NO.1
SCHEDULE B
REIMBURSEMENT PERIOD
Five Year Reimbursement Period:
------------------------------
EQ/Equity 500 Index Portfolio
EQ/Evergreen Omega Portfolio
EQ/FI Small/Mid Cap Value Portfolio
(fka the Warburg Pincus Small Company Value Portfolio)
EQ/International Equity Index Portfolio
(fka BT International Equity Index Portfolio)
EQ/X.X. Xxxxxx Core Bond Portfolio
(fka JPM Core Bond Portfolio)
EQ/Janus Large Company Growth Portfolio
EQ/Lazard Small Cap Value Portfolio
EQ/Mercury Basic Value Equity Portfolio
(fka Xxxxxxx Xxxxx Basic Value Equity Portfolio)
EQ/MFS Emerging Growth Companies Portfolio
EQ/MFS Investors Growth Portfolio
EQ/MFS Research Portfolio
EQ/Xxxxxx Xxxxxxx Emerging Markets Equity Portfolio
EQ/Xxxxxx Growth & Income Value Portfolio
EQ/Xxxxxx International Equity Portfolio
EQ/Xxxxxx Investors Growth Portfolio
EQ Small Company Index Portfolio
(fka BT Small Company Index Portfolio)
EQ/X. Xxxx Price International Stock Portfolio
Three Year Reimbursement Period:
-------------------------------
EQ/Alliance Premier Growth Portfolio
EQ/Alliance Technology Portfolio
EQ/AXP New Dimension Portfolio
EQ/AXP Strategy Aggressive Portfolio
EQ/Xxxxxxx Socially Responsible Portfolio
EQ/Capital Guardian International Portfolio
EQ/Capital Guardian U.S. Equity Portfolio
EQ/Capital Guardian Research Portfolio
EQ/FI Mid Cap Portfolio
EQ/Xxxxxxx Focus Portfolio
