EX-99.(D)(2)(II) 4 dex99d2ii.txt AMENDMENT NO. 1 DATED AS OF DECEMBER 12, 2003 Exhibit (d)(2)(ii) AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT AMENDMENT NO. 1 to Amended and Restated 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 partnership organized under the laws of the State of Delaware ("Adviser"). 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 Technology Fund. 2. The Manager hereby reaffirms its appointment of the Adviser as one of the investment advisers for the AXA Premier Large Cap Core Equity Fund, AXA Premier Large Cap Growth Fund, AXA Premier Large Cap Value Fund, AXA Premier Small/Mid Cap Growth Fund, AXA Premier International Equity Fund and AXA Premier Money Market Fund (individually and collectively a "Fund") on the terms and conditions set forth in the Agreement. 3. Appendix A to the Agreement, setting forth the Fund of the Trust for which the Adviser is appointed as the investment adviser and the fee payable to the Adviser with respect to such Fund is hereby replaced in its entirety by Appendix A attached hereto. 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/ Mark R. Manley By: /s/ Peter D. Noris -------------------------------- ------------------------------ Mark R. Manley Peter D. Noris Acting General Counsel and Executive Vice President Senior Vice President APPENDIX A TO THE INVESTMENT ADVISORY AGREEMENT WITH ALLIANCE CAPITAL MANAGEMENT L.P. ------------------------------------------------------------------------------- Related Portfolios Annual Advisory Fee Rate*** ------------------------------------------------------------------------------- Special Equity Portfolios, which 0.60% of the Special Equity Portfolios' shall include the following average daily net assets up to and Portfolios, Allocated Portions, or including $1 billion; 0.55% of the Other Allocated Portions** of a Special Equities Portfolios' average Portfolio (collectively referred to daily net assets over $1 billion up to as "Special Equity Portfolios"): and including $1.5 billion; 0.50% of the Special Equities Portfolios' AXA Premier Small/Mid Cap Growth average daily net assets over $1.5 Fund* billion up to and including $2 billion; AXA Premier International Equity 0.45% of the Special Equities Fund* Portfolios' average daily net assets AXA Premier VIP Small/Mid Cap over $2 billion up to and including Growth Portfolio** $2.5 billion; and 0.40% of the Special AXA Premier VIP International Equities Portfolios' average daily net Equity Portfolio** assets over $2.5 billion EQ/Alliance International ** EQ/Alliance Premier Growth ** EQ/Alliance Small Cap Growth ** ------------------------------------------------------------------------------- General Equity and High Yield 0.50% of the General Equity/High Yield Portfolios, which shall include the Portfolios' average daily net assets up following Portfolios, Allocated to and including $1 billion; 0.40% of Portions, or Other Allocated the General Equity/ High Yield Portions** of a Portfolio Portfolios' average daily net assets (collectively referred to as "General over $1 billion up to and including $2 Equity/High Yield Portfolios"): billion; 0.30% of the General Equity/High Yield Portfolios' average AXA Premier Large Cap Growth daily net assets over $2 billion up to Fund* and including $3 billion; and 0.20% of AXA Premier Large Cap Core Equity the General Equity/High Yield Fund* Portfolios' average daily net assets AXA Premier VIP Large Cap Growth over $3 billion Portfolio** AXA Premier VIP Large Cap Core Equity Portfolio** AXA Premier VIP High Yield Portfolio** EQ/Alliance Common Stock ** EQ/Bernstein Diversified Value ** ------------------------------------------------------------------------------- ------------------------------------------------------------------------------- Large Cap Portfolios, which shall 0.30% of each of the Large Cap include the following Portfolios, Portfolios' average daily net assets Allocated Portion, or Other Allocated Portions** of a Portfolio (collectively referred to as "Large Cap Portfolios") AXA Premier Large Cap Value Fund* AXA Premier VIP Large Cap Value Portfolio** EQ/Alliance Growth & Income ** ------------------------------------------------------------------------------- Money Market Portfolios, which shall 0.13% of the Money Market Portfolios' include the following Portfolios, or average daily net assets up to and Other Allocated Portfolios** of a including $750 million; 0.105% of the Portfolio (collectively referred to Money Market Portfolios' average daily as "Money Market Portfolios") net assets over $750 million up to and including $1.5 billion; 0.08% of the AXA Premier Money Market Fund Money Market Portfolios' average daily EQ/Alliance Money Market net 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 ------------------------------------------------------------------------------- * 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 Portfolios," "Large Cap Portfolios," or "Money Market 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