Exhibit (d)(12)(ii)
AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
AMENDMENT NO. 1 to Investment Advisory Agreement ("Amendment No. 1"), dated
as of October 18, 1999 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 (the "Adviser").
Equitable and the Adviser agree to modify and amend the Investment Advisory
Agreement dated as of May 1, 1999 (the "Agreement"), between them as follows:
1. New Portfolio. Equitable hereby appoints the Adviser as the investment
adviser of the Alliance Money Market Portfolio, Alliance Intermediate Government
Securities Portfolio, Alliance Quality Bond Portfolio, Alliance High Yield
Portfolio, Alliance Balanced Portfolio, Alliance Conservative Investors
Portfolio, Alliance Growth Investors Portfolio, Alliance Common Stock Portfolio,
Alliance Equity Index Portfolio, Alliance Growth and Income Portfolio, Alliance
Aggressive Stock Portfolio and the Alliance Small Cap Growth Portfolio, Alliance
Global Portfolio, Alliance International Portfolio, (the "New Portfolios") on
the terms and conditions contained in the Agreement.
2. Duration of Agreement. Section 9 of the Agreement is replaced in its entirety
as follows:
(a) The Agreement became effective with respect to the EQ/Alliance Premier
Growth Portfolio on May 1, 1999 and become effective with respect to the New
Portfolio on the date of this Amendment.
(b) The Agreement will continue in effect with respect to the EQ/Alliance
Premier Growth Portfolio until May 1, 2001 and may be continued thereafter
pursuant to subsection (d) below.
(c) The Agreement will continue in effect with respect to the New Portfolio
until October 18, 2001 and may be continued thereafter pursuant to subsection
(d) below.
(d) With respect to each Portfolio, this Agreement shall continue in effect
annually after the date specified in subsection (b) or (c), as the case may be,
only so long as such continuance is specifically approved at least annually
either by the Board of Trustees or by a majority of the outstanding voting
securities of the Portfolio, provided that in either event such continuance
shall also be approved by the vote of a majority of the Trustees of the EQ
Advisors Trust who are not "interested persons" (as defined in the Investment
Company Act of 1940) ("Independent Trustees") of any party to the Agreement cast
in person at a meeting called for the purpose of voting on such approval. The
required shareholder approval of the Agreement or of any continuance of the
Agreement shall be effective with respect to a Portfolio if a majority of the
outstanding voting securities of the series (as defined in Rule 18f-2(h) under
the Investment Company Act of 1940) of shares of such Portfolio votes to approve
the Agreement or its continuance, notwithstanding that the Agreement or its
continuance may not have been approved by a majority of the outstanding voting
securities of (a) any other portfolio affected by this Agreement or (b) all the
portfolios of the Trust.
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 and the fees
payable to the Adviser with respect to each Portfolio, is hereby replaced in its
entirety by Appendix A attached hereto.
4. Ratification. 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 By: ALLIANCE CAPITAL MANAGEMENT CORPORATION,
SOCIETY OF THE UNITED STATES its General Partner
By:_____________________________ By:_____________________________
Xxxxx X. Xxxxx Xxxx X. Xxxxxx
Executive Vice President Assistant Secretary
APPENDIX A
TO
AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
ANNUAL
PORTFOLIO: ADVISORY FEE:
EQ/ALLIANCE PREMIER GROWTH PORTFOLIO .50% of the Portfolio's daily net assets
FIRST NEXT NEXT NEXT NEXT
PORTFOLIO: $350MM $400MM $750MM $1 BILLION $2.5 BILLION THEREAFTER
---------- ------ ------ ------ ---------- ------------ ----------
ALLIANCE INTERNATIONAL PORTFOLIO 0.750% 0.765% 0.705% 0.680% 0.660% 0.650%
ALLIANCE GLOBAL PORTFOLIO 0.525% 0.540% 0.480% 0.430% 0.410% 0.400%
ALLIANCE AGGRESSIVE STOCK PORTFOLIO 0.475% 0.490% 0.455% 0.405% 0.380% 0.355%
ALLIANCE COMMON STOCK PORTFOLIO 0.325% 0.340% 0.305% 0.255% 0.235% 0.225%
ALLIANCE GROWTH & INCOME PORTFOLIO 0.400% 0.415% 0.405% 0.380% 0.360% 0.350%
ALLIANCE SMALL CAP GROWTH PORTFOLIO 0.650% 0.675% 0.650% 0.625% 0.600% 0.575%
ALLIANCE GROWTH INVESTORS PORTFOLIO 0.400% 0.415% 0.380% 0.330% 0.305% 0.280%
ALLIANCE BALANCED PORTFOLIO 0.300% .315% 0.280% 0.230% 0.205% 0.180%
ALLIANCE CONSERVATIVE INVESTORS 0.325% 0.340% 0.305% 0.255% 0.230% 0.205%
PORTFOLIO
ALLIANCE HIGH YIELD PORTFOLIO 0.450% 0.465% 0.455% 0.430% 0.410% 0.400%
ALLIANCE QUALITY BOND PORTFOLIO 0.375% 0.390% 0.380% 0.355% 0.335% 0.325%
ALLIANCE INTERMEDIATE GOV'T 0.350% 0.365% 0.355% 0.330% 0.310% 0.300%
SECURITIES PORTFOLIO
ALLIANCE EQUITY INDEX PORTFOLIO 0.175% 0.190% 0.180% 0.155% 0.135% 0.125%
ALLIANCE MONEY MARKET PORTFOLIO 0.200% 0.215% 0.205% 0.180% 0.160% 0.150%