Exhibit (d)(12)(xi)
AMENDMENT NO. 3
TO THE AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
AMENDMENT NO. 3 to the Amended and Restated Investment Advisory Agreement
("Amendment No. 2"), dated as of December 12, 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, Amendment
No. 1, dated as of November 22, 2002, and Amendment No. 2, dated as of August
18, 2003 (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/Alliance Technology 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/▇▇▇▇▇▇▇▇▇
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. 3 as of the date first above set forth.
THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES ALLIANCE CAPITAL MANAGEMENT L.P.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------------------- -------------------------------
Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Executive Vice President Title: Senior Vice President
and Counsel Assistant
Secretary
APPENDIX A
AMENDMENT NO. 3 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/▇▇▇▇▇▇▇▇▇ Diversified Value Portfolio
APPENDIX B
AMENDMENT NO. 3 TO THE AMENDED
AND RESTATED INVESTMENT ADVISORY AGREEMENT
FEE SCHEDULE
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Related Portfolios Annual Advisory Fee Rate***
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Special Equity Portfolios, which shall 0.60% of the Special Equity Portfolios'
include the following Portfolios, average daily net assets up to and
Allocated Portions, or Other Allocated including $1 billion; 0.55% of the Special
Portions** of a Portfolio Equities Portfolios' average daily net
(collectively referred to as "Special assets over $1 billion up to and including
Equity Portfolios"): $1.5 billion; 0.50% of the Special
Equities Portfolios' average daily net
EQ/Alliance International assets over $1.5 billion up to and
EQ/Alliance Premier Growth including $2 billion; 0.45% of the Special
EQ/Alliance Small Cap Growth Equities Portfolios' average daily net
AXA Premier Small/Mid Cap Growth * assets over $2 billion up to and including
AXA Premier VIP Small/Mid Cap Growth * $2.5 billion; and 0.40% of the Special
AXA Premier International * Equities Portfolios' average daily net
AXA Premier VIP International * assets over $2.5 billion
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General Equity and High Yield Portfolios, 0.50% of the General Equity/High Yield
which shall include the following Portfolios' average daily net assets up to
Portfolios, Allocated Portions, or Other and including $1 billion; 0.40% of the
Allocated Portions** of a Portfolio General Equity/High Yield Portfolios'
(collectively referred to as "General average daily net assets over $1 billion
Equity/High Yield Portfolios") up to and including $2 billion; 0.30% of
the General Equity/High Yield Portfolios'
EQ/Alliance Common Stock average daily net assets over $2 billion
EQ/▇▇▇▇▇▇▇▇▇ Diversified Value up to and including $3 billion; and 0.20%
AXA Premier Large Cap Growth * of the General Equity/High Yield
AXA Premier VIP Large Cap Growth * Portfolios' average daily net assets over
AXA Premier Large Cap Core Equity * $3 billion
AXA Premier VIP Large Cap Core Equity *
AXA Premier VIP High Yield *
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Fixed Income Portfolios, which shall 0.30% of the Fixed Income Portfolios'
include the following Portfolios, average daily net assets up to and
Allocated Portions or Other Allocated including $500 million; 0.25% of the Fixed
Portions** of a Portfolio (collectively Income Portfolios' average daily net
referred to as "Fixed Income Portfolios") assets over $500 million up to and
including $1 billion; 0.20% of the Fixed
EQ/Alliance Intermediate Government Income Portfolios' average daily net
Securities assets over $1 billion up to and including
EQ/Alliance Quality Bond $1.5 billion; 0.15% of the Fixed Income
Portfolios' average daily net assets over
$1.5 billion up to and including $3
billion; and 0.12% of the Fixed Income
Portfolios' average daily net assets over
$3 billion
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Related Portfolios Annual Advisory Fee Rate***
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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
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Money Market Portfolios, which shall 0.13% of the Money Market Portfolios'
include the following Portfolios or Other average daily net assets up to and
Allocated Portions** of a Portfolio including $750 million; 0.105% of the
(collectively referred to as "Money Market Money Market Portfolios' average daily net
Portfolios") assets over $750 million up to and
including $1.5 billion; 0.08% of the Money
EQ/Money Market Market Portfolios' average daily net
AXA Premier Money Market assets over $1.5 billion up to and
including $2.5 billion; 0.06% of the Money
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
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Large Cap Portfolios, which shall include 0.30% of each of the Large Cap Portfolios'
the following Portfolios, Allocated average daily net assets
Portions or Other Allocated Portions ** of
a Portfolio (collectively referred to as
"Large Cap Portfolios")
EQ/Alliance Growth and Income
AXA Premier Large Cap Value *
AXA Premier VIP Large Cap Value *
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AXA Premier VIP Aggressive Equity * 0.36% of the Portfolio's average daily net
assets
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* 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
