Exhibit (d)(12)(x)
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***
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Special Equity Portfolios, which shall include the 0.60% of the Special Equity Portfolios' average
following Portfolios, Allocated Portions, or Other daily net assets up to and including $1 billion;
Allocated Portions** of a Portfolio (collectively 0.55% of the Special Equities Portfolios' average
referred to as "Special Equity Portfolios"): daily net assets over $1 billion up to and
including $1.5 billion; 0.50% of the Special
EQ/Alliance International Equities Portfolios' average daily net assets over
EQ/Alliance Premier Growth $1.5 billion up to and including $2 billion; 0.45%
EQ/Alliance Small Cap Growth of the Special Equities Portfolios' average daily
EQ/Alliance Technology net assets over $2 billion up to and including
AXA Premier Small/Mid Cap Growth * $2.5 billion; and 0.40% of the Special Equities
AXA Premier VIP Small/Mid Cap Growth * Portfolios' average daily net assets over $2.5
AXA Premier Technology * billion
AXA Premier VIP Technology *
AXA Premier International *
AXA Premier VIP International *
General Equity and High Yield Portfolios, which shall 0.50% of the General Equity/High Yield Portfolios'
include the following Portfolios, Allocated Portions, average daily net assets up to and including $1
or Other Allocated Portions** of a Portfolio billion; 0.40% of the General Equity/High Yield
(collectively referred to as "General Equity/High Portfolios' average daily net assets over $1
Yield Portfolios") billion up to and including $2 billion; 0.30% of
the General Equity/High Yield Portfolios' average
EQ/Alliance Common Stock daily net assets over $2 billion up to and
EQ/Xxxxxxxxx Diversified Value including $3 billion; and 0.20% of the General
AXA Premier Large Cap Growth * Equity/High Yield Portfolios' average daily net
AXA Premier VIP Large Cap Growth * assets over $3 billion
AXA Premier Large Cap Core Equity *
AXA Premier VIP Large Cap Core Equity *
AXA Premier VIP High Yield *
Fixed Income Portfolios, which shall include the 0.30% of the Fixed Income Portfolios' average
following Portfolios, Allocated Portions or Other daily net assets up to and including $500 million;
Allocated Portions** of a Portfolio (collectively 0.25% of the Fixed Income Portfolios' average
referred to as "Fixed Income Portfolios") daily net assets over $500 million up to and
including $1 billion; 0.20% of the Fixed Income
EQ/Alliance Intermediate Government Securities Portfolios' average daily net assets over $1
EQ/Alliance Quality Bond billion up to and including $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
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
Money Market Portfolios, which shall include the 0.13% of the Money Market Portfolios' average
following Portfolios or Other Allocated Portions** of daily net assets up to and including $750 million;
a Portfolio (collectively referred to as "Money 0.105% of the Money Market Portfolios' average
Market Portfolios") daily net assets over $750 million up to and
including $1.5 billion; 0.08% of the Money Market
EQ/Money Market Portfolios' average daily net assets over $1.5
AXA Premier Money Market 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
Large Cap Portfolios, which shall include the 0.30% of each of the Large Cap Portfolios' average
following Portfolios, Allocated Portions or Other daily net assets
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
