Exhibit (d)(12)(viii)
AMENDMENT NO. 2
TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
AMENDMENT NO. 2 to the Amended and Restated Investment Advisory Agreement
("Amendment No. 2"), dated as of August 18, 2003, 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 Amended and
Restated Investment Advisory Agreement dated as of December 5, 2001 and
Amendment No. 1, dated as of November 22, 2002 (together the "Agreement")
between Equitable and Adviser as follows:
1. Equitable hereby terminates its appointment of the Adviser as the
investment adviser for the EQ/Aggressive Stock Portfolio, EQ/Balanced
Portfolio and EQ/High Yield Portfolio.
2. Portfolios. Equitable reaffirms its appointment of the Adviser as the
investment adviser for the EQ/Alliance Common Stock Portfolio,
EQ/Equity 500 Index Portfolio, EQ/Alliance Growth and Income
Portfolio, EQ/Alliance Intermediate Government Securities Portfolio,
EQ/Alliance International Portfolio, EQ/Money Market Portfolio,
EQ/Alliance Quality Bond Portfolio, EQ/Alliance Premier Growth
Portfolio, EQ/Alliance Small Cap Growth Portfolio, EQ/Alliance
Technology Portfolio, EQ/Xxxxxxxxx Diversified Value Portfolio.
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, is hereby replaced in its entirety by Appendix A attached
hereto.
4. Appendix B. Appendix B to the Agreement, setting forth the Portfolios
of the Trust and the fees payable to the Adviser with respect to each
Portfolio for which the Adviser provides advisory services under the
Agreement, is hereby replaced in its entirety by Appendix B 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
SOCIETY OF THE UNITED STATES ALLIANCE CAPITAL MANAGEMENT L.P.
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxx X. Xxxxxx
------------------------------- ----------------------------
Name: Xxxxx X. Xxxxx Name: Xxxx X. Xxxxxx
Title: Executive Vice President Title Senior Vice President
APPENDIX A
AMENDMENT NO. 2 TO THE AMENDED
AND RESTATED INVESTMENT ADVISORY AGREEMENT
EQ/Alliance Common Stock Portfolio
EQ/Equity 500 Index Portfolio
EQ/Alliance Growth and Income Portfolio
EQ/Alliance Intermediate Government Securities Portfolio
EQ/Alliance International Portfolio
EQ/Money Market Portfolio
(fka EQ/Alliance Money Market Portfolio)
EQ/Alliance Quality Bond Portfolio
EQ/Alliance Premier Growth Portfolio
EQ/Alliance Small Cap Growth Portfolio
EQ/Alliance Technology Portfolio
EQ/Xxxxxxxxx Diversified Value Portfolio
APPENDIX B
AMENDMENT NO. 2 TO THE AMENDED
AND RESTATED INVESTMENT ADVISORY AGREEMENT
FEE SCHEDULE
Related Portfolios Annual Advisory Fee Rate***
Special Equity Portfolios, which shall include 0.60% of the Special Equity Portfolios' average daily net
the following Portfolios, Allocated Portions, assets up to and including $1 billion; 0.55% of the Special
or Other Allocated Portions** of a Portfolio Equities Portfolios' average daily net assets over $1
(collectively referred to as "Special Equity billion up to and including $1.5 billion; 0.50% of the
Portfolios"): Special Equities Portfolios' average daily net assets over
$1.5 billion up to and including $2 billion; 0.45% of the
EQ/Alliance International Special Equities Portfolios' average daily net assets over
EQ/Alliance Premier Growth $2 billion up to and including $2.5 billion; and 0.40% of
EQ/Alliance Small Cap Growth the Special Equities Portfolios' average daily net assets
EQ/Alliance Technology over $2.5 billion
AXA Premier Small/Mid Cap Growth*
AXA Premier VIP Small/Mid Cap Growth*
AXA Premier Technology*
AXA Premier VIP Technology*
AXA Premier International*
AXA Premier VIP International*
General Equity and High Yield Portfolios, which 0.50% of the General Equity/High Yield Portfolios' average
shall include the following Portfolios, Allocated daily net assets up to and including $1 billion; 0.40% of
Portions, or Other Allocated Portions** of a the General Equity/High Yield Portfolios' average daily net
Portfolio (collectively referred to as "General assets over $1 billion up to and including $2 billion; 0.30%
Equity/High Yield Portfolios") of the General Equity/High Yield Portfolios' average daily
net assets over $2 billion up to and including $3 billion;
EQ/Alliance Common Stock and 0.20% of the General Equity/High Yield Portfolios'
EQ/Xxxxxxxxx Diversified Value average daily net assets over $3 billion
AXA Premier Large Cap Growth*
AXA Premier VIP Large Cap Growth*
AXA Premier Large Cap Core Equity*
AXA Premier VIP Large Cap Core Equity*
AXA Premier VIP High Yield*
Fixed Income Portfolios, which shall include 0.30% of the Fixed Income Portfolios' average daily net
the following Portfolios, Allocated Portions assets up to and including $500 million; 0.25% of the Fixed
or Other Allocated Portions** of a Portfolio Income Portfolios' average daily net assets over $500
(collectively referred to as "Fixed Income million up to and including $1 billion; 0.20% of the Fixed
Portfolios") Income Portfolios' average daily net assets over $1 billion
up to and including $1.5 billion; 0.15% of the Fixed Income
EQ/Alliance Intermediate Government Securities Portfolios' average daily net assets over $1.5 billion up to
EQ/Alliance Quality Bond and including $3 billion; and 0.12% of the Fixed Income
Portfolios average daily net assets over $3 billion
Related Portfolios Annual Advisory Fee Rate***
EQ/Equity 500 Index 0.05% of the EQ/Equity 500 Index Portfolio's
average daily net assets up to and including $1
billion; and 0.03% of the EQ/Equity 500 Index
Portfolio's average daily net assets over $1 billion
Money Market Portfolios, which shall include 0.13% of the Money Market Portfolios average daily net
the following Portfolios or Other Allocated assets up to and including $750 million; 0.105% of the Money
Portions** of a Portfolio (collectively referred Market Portfolios' average daily net assets over $750
to as "Money Market Portfolios") million up to and including $1.5 billion; 0.08% of the Money
Market Portfolios' average daily net assets over $1.5
EQ/Money Market billion up to and including $2.5 billion; 0.06% of the Money
AXA Premier Money Market 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
Large Cap Portfolios, which shall include the 0.30% of each of the Large Cap Portfolios' average daily net
following Portfolios, Allocated Portions or assets
Other Allocated Portions** of a Portfolio
(collectively referred to as "Large Cap
Portfolios")
EQ/Alliance Growth & Income
AXA Premier Large Cap Value*
AXA Premier VIP Large Cap Value*
AXA Premier VIP Aggressive Equity* 0.36% of the Portfolio's average daily net assets
* 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 and High
Yield Portfolios," "Fixed Income Portfolios," "Money Market Portfolios," or
"Large Cap 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 is the portion of the
daily advisory fee for the Related Portfolios that is equal to the Portfolio's
net assets relative to the aggregate net assets of the Related Portfolios,
including the Portfolio, used in the fee calculation for that day
