Exhibit (d)(2)(ii)
AMENDMENT NO. 1
TO INVESTMENT ADVISORY AGREEMENT
AMENDMENT NO. 1 to Investment Advisory Agreement ("Amendment No. 1"), dated
as of December 12, 2003, between The Equitable Life Assurance Society of the
United States, a New York stock life insurance corporation (the "Manager") and
Alliance Capital Management L.P., a limited liability partnership organized
under the laws of the State of Delaware ("Adviser"), with respect to the AXA
Premier VIP Trust.
The Manager and the Adviser agree to modify and amend the Amended and
Restated Investment Advisory Agreement (the "Agreement") dated as of July 31,
2003 between them as follows:
1. The Manager hereby terminates its appointment of the Adviser as one of
the investment advisers for the AXA Premier VIP Technology Portfolio.
2. The Manager hereby reaffirms its appointment of the Adviser as one of
the investment advisers for the AXA Premier VIP Large Cap Core Equity
Portfolio, AXA Premier VIP Large Cap Growth Portfolio, AXA Premier VIP
Large Cap Value Portfolio, AXA Premier VIP Small/Mid Cap Growth
Portfolio, AXA Premier VIP International Equity Portfolio, AXA Premier
VIP Aggressive Equity Portfolio and AXA Premier VIP High Yield
Portfolio.
3. Appendix A to the Agreement, setting forth the Portfolios of the Trust
for which the Adviser is appointed as the investment adviser and the
fees payable to the Adviser with respect to each Portfolio, is hereby
replaced in its entirety by Appendix A 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. 1 as of the date first above set forth
ALLIANCE CAPITAL MANAGEMENT, L.P. THE EQUITABLE LIFE ASSURANCE
SOCIETY OF THE UNITED STATES
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: Senior Vice President and Counsel, Executive Vice President
Assistant Secretary
APPENDIX A
TO
INVESTMENT ADVISORY AGREEMENT
WITH
ALLIANCE CAPITAL MANAGEMENT L.P.
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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 Portfolio, 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
AXA Premier VIP Small/Mid Growth Equities Portfolios' average daily net assets
Portfolio* over $1.5 billion up to and including $2 billion;
AXA Premier VIP International Portfolio* 0.45% of the Special Equities Portfolios' average
AXA Premier Small/Mid Growth Fund** daily net assets over $2 billion up to and
AXA Premier International Fund** including $2.5 billion; and 0.40% of the Special
EQ/Alliance International ** Equities Portfolios' average daily net assets
EQ/Alliance Premier Growth ** over $2.5 billion
EQ/Alliance Small Cap Growth**
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General Equity and High Yield Portfolios, which 0.50% of the General Equity/High Yield
shall include the following Portfolios, Allocated Portfolios' average daily net assets up to and
Portions, or Other Allocated Portions** of a including $1 billion; 0.40% of the General
Portfolio (collectively referred to as "General Equity/ High Yield Portfolios' average daily net
Equity/High Yield Portfolios"): assets over $1 billion up to and including $2
billion; 0.30% of the General Equity/High Yield
AXA Premier VIP Large Cap Growth Portfolios' average daily net assets over $2
Portfolio* billion up to and including $3 billion; and 0.20%
AXA Premier VIP Large Cap Core Equity of the General Equity/High Yield Portfolios'
Portfolio* average daily net assets over $3 billion
AXA Premier Large Cap Growth Fund**
AXA Premier Large Cap Core Equity Fund**
AXA Premier VIP High Yield Portfolio*
EQ/Alliance Common Stock **
EQ/▇▇▇▇▇▇▇▇▇ Diversified Value **
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Large Cap Portfolios, which shall include the 0.30% of each of the Large Cap Portfolios'
following Portfolios, Allocated Portion, or Other average daily net assets
Allocated Portions** of a Portfolio (collectively
referred to as "Large Cap Portfolios")
AXA Premier VIP Large Cap Value Portfolio*
AXA Premier Large Cap Value Fund**
EQ/Alliance Growth & Income Portfolio**
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AXA Premier VIP Aggressive Equity Portfolio 0.36% of the Aggressive Equity Portfolio's
("Aggressive Equity Portfolio")* 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," 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 or Allocated Portion is
the portion of the daily advisory fee for the Related Portfolios that is equal
to the Portfolio's or Allocated Portion's net assets relative to the aggregate
net assets of the Related Portfolios, including the Portfolio or the Allocated
Portion, used in the fee calculation for that day
