Exhibit (d)(12)(vi)
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, dated as of December 5, 2001, by and 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 Delaware
limited partnership (the "Adviser").
WHEREAS, EQ Advisors Trust (the "Trust") is registered as an investment
company under the Investment Company Act of 1940, as amended (the "Investment
Company Act");
WHEREAS, the Trust's shareholders are and will be separate accounts
maintained by insurance companies for variable life insurance policies and
variable annuity contracts under which income, gains, and losses, whether or not
realized, from assets allocated to such accounts are, in accordance with such
policies and contracts, credited to or charged against such accounts without
regard to other income, gains, or losses of such insurance companies;
WHEREAS, the Trust is and will continue to be a series fund having two
or more investment portfolios, each with its own investment objectives, policies
and restrictions;
WHEREAS, the Manager is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act"), and is the
investment manager to the Trust;
WHEREAS, the Adviser is registered as an investment adviser under the
Advisers Act;
WHEREAS, the Investment Company Act prohibits any person from acting as
an investment adviser to a registered investment company except pursuant to a
written contract; and
WHEREAS, the Board of Trustees of the Trust and the Manager desire that
the Manager retain the Adviser to render investment advisory services to the
portfolios, or a discrete portion of a multi-advised portfolio ("Allocated
Portion"), of the Trust specified in Appendix A to this Agreement
("Portfolios"), as such Appendix A may be amended by Manager and Adviser from
time to time, subject to the oversight of the Board of Trustees of the Trust, on
the terms hereinafter set forth and in the manner described in the Trust's
Prospectus and Statement of Additional Information (as hereinafter described);
NOW, THEREFORE, the Manager and the Adviser agree as follows:
1. APPOINTMENT OF ADVISER
The Manager hereby appoints the Adviser to act as investment adviser
for the Portfolios and Allocated Portions, subject to the supervision and
control of the Manager and the Trustees of the Trust, and in accordance with the
terms and conditions of this Agreement. The Adviser will be an independent
contractor and will have no authority to act for or represent the Trust or the
Manager in any way or otherwise be deemed an agent of the Trust or the Manager
except as expressly authorized in this Agreement or another writing by the
Trust, the Manager and the Adviser.
2. SERVICES TO BE RENDERED BY THE ADVISER TO THE TRUST
A. As investment adviser to the Portfolios and Allocated Portions, the
Adviser will manage the investment and reinvestment of the assets of the
Portfolios and Allocated Portions and determine the composition of the assets of
the Portfolios and Allocated Portions, subject always to the supervision and
control of the Manager and the Trustees of the Trust.
B. As part of the services it will provide hereunder, the Adviser will:
(i) obtain and evaluate pertinent economic, statistical,
financial, and other information affecting the economy generally and
individual companies or industries, the securities of which are
included in the Portfolios and Allocated Portions or are under
consideration for inclusion in the Portfolios and Allocated Portions;
(ii) formulate and implement a continuous investment program
for the Portfolios and Allocated Portions;
(iii) take whatever steps are necessary to implement the
investment program for the Portfolios and Allocated Portions by the
purchase and sale of securities and other investments, including the
placing of orders for such purchases and sales;
(iv) keep the Trustees of the Trust and the Manager fully
informed in writing on an ongoing basis of all material facts
concerning the investment and reinvestment of the assets in the
Portfolios and Allocated Portions, the Adviser and its personnel and
operations, make regular and special written reports of such additional
information concerning the same as may reasonably be requested from
time to time by the Manager or the Trustees of the Trust and attend
meetings with the Manager and/or the Trustees, as reasonably requested,
to discuss the foregoing,
(v) provide determinations of the fair value of certain
portfolio securities when market quotations are not readily available
for the purpose of calculating the Portfolio's net asset value in
accordance with procedures and methods established by the Trustees of
the Trust;
(vi) provide any and all information, records and supporting
documentation about accounts the Adviser manages that have investment
objectives, policies, and strategies substantially similar to those
employed by the Adviser in managing the Portfolios and Allocated
Portions that may be reasonably necessary, under applicable laws, to
allow the Trust or its agent to present information concerning the
Adviser's prior performance in the Trust Prospectus and SAI (as
hereinafter defined) and any permissible reports and materials prepared
by the Trust or its agent; and
(vii) cooperate with and provide reasonable assistance to the
Manager, the Trust administrator, the Trust's custodian and foreign
custodians, the Trust's transfer agent and pricing agents and all other
agents and representatives of the Trust and the Manager, keep all such
persons fully informed as to such matters as they may reasonably deem
necessary to the performance of their obligations to the Trust and the
Manager, provide prompt responses to reasonable requests made by such
persons and establish appropriate interfaces with each so as to promote
the efficient exchange of information.
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C. In furnishing services hereunder, the Adviser shall be subject to,
and shall perform in accordance with, (i) the Trust's Agreement and Declaration
of Trust, as the same may be hereafter modified and/or amended from time to time
(the "Trust Declaration"), (ii) the By-Laws of the Trust , as the same may be
hereafter modified and/or amended from time to time (the "By-Laws"), (iii) the
currently effective Prospectus and Statement of Additional Information of the
Trust filed with the SEC, as the same may be hereafter modified, amended and/or
supplemented (the "Prospectus and SAI"), (iv) the Investment Company Act, with
the requirements applicable to both regulated investment companies and
segregated asset accounts under Subchapters M and L of the Internal Revenue Code
of 1986, as amended, all other applicable state and federal securities and other
laws, all regulations with respect to the foregoing, (v) the Trust's Compliance
Manual and other policies and procedures adopted from time to time by the Board
of Trustees of the Trust and (vi) the written instructions of the Manager.
D. The Adviser, at its expense, will furnish: (i) all necessary
investment and management facilities and investment personnel, including
salaries, expenses and fees of any personnel required for it to faithfully
perform its duties under this Agreement; and (ii) administrative facilities,
including bookkeeping, clerical personnel and equipment necessary for the
efficient conduct of the investment affairs of the Portfolios and Allocated
Portions (excluding that necessary for the determination of net asset value and
shareholder accounting services).
E. The Adviser will select brokers and dealers to effect all portfolio
transactions subject to the conditions set forth herein. The Adviser will place
all necessary orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions if applicable. The Adviser is directed at all times to
seek to execute brokerage transactions for the Portfolios and Allocated Portions
(i) in accordance with any written policies, practices or procedures as may be
established by the Board of Trustees, or (ii) as described in the Trust's
Prospectus and SAI. In placing orders for the purchase or sale of investments
for the Portfolios and Allocated Portions, in the name of the Portfolios and
Allocated Portions or its nominees, the Adviser shall use its best efforts to
obtain for the Portfolios and Allocated Portions the most favorable price and
best execution available, considering all of the circumstances, and shall
maintain records adequate to demonstrate compliance with this requirement.
F. Subject to the appropriate policies and procedures approved by the
Board of Trustees, the Adviser may, to the extent authorized by Section 28(e) of
the Securities Exchange Act of 1934, cause the Portfolios and Allocated Portions
to pay a broker or dealer that provides brokerage or research services to the
Manager, the Adviser, and the Portfolios and Allocated Portions an amount of
commission for effecting a portfolio transaction in excess of the amount of
commission another broker or dealer would have charged for effecting that
transaction if the Adviser determines, in good faith, that such amount of
commission is reasonable in relationship to the value of such brokerage or
research services provided viewed in terms of that particular transaction or the
Adviser's overall responsibilities to the Portfolios and Allocated Portions or
its other advisory clients. To the extent authorized by said Section 28(e) and
the Trust's Board of Trustees, the Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of such action. In addition, subject to seeking the most
favorable price and best execution available, the Adviser may also consider
sales of shares of the Trust as a factor in the selection of brokers and
dealers.
G. On occasions when the Adviser deems the purchase or sale of a
security to be in the best interest of the Portfolios or Allocated Portions as
well as other clients of the Adviser, the Adviser to the extent permitted by
applicable laws and regulations, may, but shall be under no
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obligation to, aggregate the securities to be purchased or sold to attempt to
obtain a more favorable price or lower brokerage commissions and efficient
execution. In such event, allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the Adviser in
the manner the Adviser considers to be the most equitable and consistent with
its fiduciary obligations to the Portfolios or Allocated Portions and to its
other clients.
H. The Adviser will maintain all accounts, books and records with
respect to the Portfolios and Allocated Portions as are required of an
investment adviser of a registered investment company pursuant to the Investment
Company Act and Advisers Act and the rules thereunder and shall file with the
SEC all forms pursuant to Section 13 of the Securities Exchange Act of 1934, as
amended, with respect to the discretionary management of the assets of the
Portfolios and Allocated Portions.
3. COMPENSATION OF ADVISER
The Manager will pay the Adviser an advisory fee with respect to the
Portfolios and Allocated Portions at the annual rate specified in Appendix B to
this Agreement. The advisory fee due and payable hereunder on account of the
days in any calendar month shall be due and payable within ten (10) business
days following the end of such calendar month.
4. LIABILITY OF ADVISER
Except as may otherwise be provided by the Investment Company Act or
any other federal securities law, the Adviser shall not be liable for any
losses, claims, damages, liabilities or litigation (including legal and other
expenses) incurred or suffered by the Manager or the Trust as a result of any
error of judgment or mistake of law with respect to the Portfolio, except that
nothing in this Agreement shall operate or purport to operate in any way to
exculpate, waive or limit the liability of the Adviser for, and the Adviser
shall indemnify and hold the Trust, the Manager, all affiliated persons thereof
(within the meaning of Section 2(a)(3) of the Investment Company Act) and all
controlling persons (as described in Section 15 of the Securities Act of 1933)
harmless from and against, any and all losses, claims, damages, liabilities or
litigation (including legal and other expenses) incurred or suffered by any of
such persons arising out of or based on (a) any willful misconduct, bad faith,
reckless disregard or gross negligence of the Adviser in the performance of any
if its duties or obligations hereunder or (b) any untrue statement of a material
fact contained in the Prospectus and SAI, or the omission to state therein a
material fact known to the Adviser which was required to be stated therein or
necessary to make the statements therein not misleading, if such a statement or
omission was made in reliance upon information furnished to the Trust by the
Adviser.
5. NON-EXCLUSIVITY
The services of the Adviser to the Portfolios, Allocated Portions and
the Trust are not to be deemed to be exclusive, and the Adviser shall be free to
render investment advisory or other services to others (including other
investment companies) and to engage in other activities. It is understood and
agreed that the directors, officers, and employees of the Adviser are not
prohibited from engaging in any other business activity or from rendering
services to any other person, or from serving as partners, officers, directors,
trustees, or employees of any other firm or corporation, including other
investment companies.
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6. SUPPLEMENTAL ARRANGEMENTS
The Adviser may from time to time employ or associate with itself any
person it believes to be particularly fitted to assist it in providing the
services to be performed by the Adviser hereunder, provided that no such person
shall perform any services with respect to the Portfolios and Allocated Portions
that would constitute an assignment or require a written advisory agreement
pursuant the Investment Company Act. Any compensation payable to such persons
such be the sole responsibility of the Advisor, and neither the Manager nor the
Trust shall have any obligations with respect thereto.
7. REGULATION
The Adviser shall submit to all regulatory and administrative bodies
having jurisdiction over the services provided pursuant to this Agreement any
information, reports, or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
8. RECORDS
The records relating to the services provided under this Agreement
shall be the property of the Trust and shall be under its control; however, the
Trust shall furnish to the Adviser such records and permit it to retain such
records (either in original or in duplicate form) as it shall reasonably require
in order to carry out its duties. In the event of the termination of this
Agreement, such records shall promptly be returned to the Trust by the Adviser
free from any claim or retention of rights therein. The Manager and the Adviser
shall keep confidential any information obtained in connection with its duties
hereunder and disclose such information only if the Trust has authorized such
disclosure or if such disclosure is expressly required or requested by
applicable federal or state regulatory authorities.
9. DURATION OF AGREEMENT
This Agreement shall become effective with respect to the Portfolios
and Allocated Portions on the later of the date of its execution or the date of
the commencement of the Portfolios or Allocated Portions. This Agreement will
continue in effect for a period more than one year from the date of its
execution only so long as such continuance is specifically approved at least
annually by the Board of Trustees provided that in such event such continuance
shall also be approved by the vote of a majority of the Trustees who are not
"interested persons" (as defined in the Investment Company Act) ("Independent
Trustees") of any party to this Agreement cast in person at a meeting called for
the purpose of voting on such approval.
10. TERMINATION OF AGREEMENT
This Agreement may be terminated at any time, without the payment of
any penalty, by the Board of Trustees, including a majority of the Independent
Trustees, by the vote of a majority of the outstanding voting securities of the
Portfolio, on sixty (60) day's written notice to the Manager and the Adviser, or
by the Manager or Adviser on sixty (60) day's written notice to the Trust and
the other party. This Agreement will automatically terminate, without the
payment of any penalty, (i) in the event of its assignment (as defined in the
Investment Company Act), or (ii) in the event the Investment Management
Agreement between the Manager and the Trust is assigned (as defined in the
Investment Company Act) or terminates for any other reason. This Agreement will
also terminate upon written notice to the other party that the other party is in
material breach of this Agreement, unless the other party in material breach of
this Agreement
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cures such breach to the reasonable satisfaction of the party alleging the
breach within thirty (30) days after written notice.
11. PROVISION OF CERTAIN INFORMATION BY ADVISER
The Adviser will promptly notify the Manager in writing of the
occurrence of any of the following events:
A. the Adviser fails to be registered as an investment adviser under
the Advisers Act or under the laws of any jurisdiction in which the Adviser is
required to be registered as an investment adviser in order to perform its
obligations under this Agreement;
B. the Adviser is served or otherwise receives notice of any action,
suit, proceeding, inquiry, or investigation, at law or in equity, before or by
any court, public board, or body, involving the affairs of the Trust; and/or
C. the chief executive officer or controlling stockholder of the
Adviser or the portfolio manager of the Portfolios or Allocated Portions change
or there is otherwise an actual change in control or management of the Adviser.
12. USE OF ADVISER'S NAME
The Manager will not use the Adviser's name (or that of any affiliate)
in Trust literature without prior review and approval by the Adviser, which may
not be unreasonably withheld or delayed.
13. AMENDMENTS TO THE AGREEMENT
Except to the extent permitted by the Investment Company Act or the
rules or regulations thereunder or pursuant to any exemptive relief granted by
the Securities and Exchange Commission ("SEC"), this Agreement may be amended by
the parties only if such amendment, if material, is specifically approved by the
vote of a majority of the outstanding voting securities of the Portfolio (unless
such approval is not required by Section 15 of the Investment Company Act as
interpreted by the SEC or its staff) and by the vote of a majority of the
Independent Trustees cast in person at a meeting called for the purpose of
voting on such approval. The required shareholder approval shall be effective
with respect to the Portfolio if a majority of the outstanding voting securities
of the Portfolio vote to approve the amendment, notwithstanding that the
amendment may not have been approved by a majority of the outstanding voting
securities of any other Portfolio affected by the amendment or all the
portfolios of the Trust.
14. ASSIGNMENT
No assignment (as that term is defined in the Investment Company Act)
shall be made by the Adviser without the prior written consent of the Trust and
the Manager. Notwithstanding the foregoing, no assignment shall be deemed to
result from any changes in the directors, officers or employees of the Adviser
except as may be provided to the contrary in the Investment Company Act. The
Adviser agrees that it will notify the Trust and the Manager of from any changes
in the directors, officers or employees of the Adviser within a reasonable time
thereafter.
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15. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties with respect to the Portfolios and Allocated Portions.
16. HEADINGS
The headings in the sections of this Agreement are inserted for
convenience of reference only and shall not constitute a part hereof.
17. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the last known business address of each applicable party
in person or by registered mail or a private mail or delivery service providing
the sender with notice of receipt. The specific person to whom notice shall be
provided for each party will be specified in writing to the other party. Notice
shall be deemed given on the date delivered or mailed in accordance with this
paragraph.
For: The Equitable Life Assurance Society of the United States
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice President and Counsel
1290 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
For: EQ Advisors Trust
▇▇▇▇▇▇▇▇ ▇▇▇▇▇, Vice President and Counsel
1290 Avenue of the ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
For: Alliance Capital Management, L.P.
▇▇▇▇ ▇▇▇▇▇▇, Senior Vice President,
Counsel and Assistant Secretary
▇▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
18. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void
in law or in equity, the Agreement shall be construed, insofar as is possible,
as if such portion had never been contained herein.
19. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of Delaware, or any of the applicable
provisions of the Investment Company Act. To the extent that the laws of the
State of Delaware, or any of the provisions in this Agreement, conflict with
applicable provisions of the Investment Company Act, the latter shall control.
20. INTERPRETATION
Any question of interpretation of any term or provision of this
Agreement having a counterpart in or otherwise derived from a term or provision
of the Investment Company Act shall be resolved by reference to such term or
provision of the Investment Company Act and to
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interpretations thereof, if any, by the United States courts or, in the absence
of any controlling decision of any such court, by rules, regulations or orders
of the SEC validly issued pursuant to the Investment Company Act. Specifically,
the terms "vote of a majority of the outstanding voting securities," "interested
persons," "assignment," and "affiliated persons," as used herein shall have the
meanings assigned to them by Section 2(a) of the Investment Company Act. In
addition, where the effect of a requirement of the Investment Company Act
reflected in any provision of this Agreement is relaxed by a rule, regulation or
order of the SEC, whether of special or of general application, such provision
shall be deemed to incorporate the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first mentioned above.
THE EQUITABLE LIFE ASSURANCE ALLIANCE CAPITAL MANAGEMENT L.P.
SOCIETY OF THE UNITED STATES
By: ALLIANCE CAPITAL MANAGEMENT
CORPORATION, its General Partner
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇
-------------------------------- ---------------------------------
▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇
Executive Vice President Assistant Secretary
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APPENDIX A
AMENDED AND RESTATED INVESTMENT ADVISORY AGREEMENT
EQ/Aggressive Stock Portfolio*
EQ/Alliance Common Stock Portfolio
EQ/Equity 500 Index Portfolio
EQ/Alliance Global Portfolio
EQ/Alliance Growth and Income Portfolio
EQ/Alliance Growth Investors Portfolio
EQ/Alliance High Yield Portfolio
EQ/Alliance Intermediate Government Securities Portfolio
EQ/Alliance International Portfolio
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/Balanced Portfolio*
EQ/▇▇▇▇▇▇▇▇▇ Diversified Value Portfolio
* EQ/Aggressive Stock and EQ/Balanced Portfolios are multi-advised portfolios
for which Alliance provides services under this Agreement with respect to a
discrete portion.
APPENDIX B
AMENDED INVESTMENT ADVISORY AGREEMENT
FEE SCHEDULE
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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 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 Equities
EQ/Aggressive Stock* Portfolios' average daily net assets over $1.5
Mid-Cap Allocated Portion** billion up to and including $2 billion; 0.45% of the
EQ/Alliance Global Special Equities Portfolios' average daily net assets
EQ/Alliance International over $2 billion up to and including $2.5 billion; and
EQ/Alliance Premier Growth 0.40% of the Special Equities Portfolios' average
EQ/Alliance Small Cap Growth daily net assets over $2.5 billion
EQ/Alliance Technology
AXA Premier Small/Mid Cap Growth Fund***
AXA Premier VIP Small/Mid Cap Growth
Portfolio***
AXA Premier Technology Fund***
AXA Premier VIP Technology Portfolio***
AXA Premier International Fund***
AXA Premier VIP International Portfolio***
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General Equity and High Yield Portfolios, which shall 0.50% of the General Equity/High Yield Portfolios'
include the following Portfolios, Allocated Portions, or average daily net assets up to and including $1
Other Allocated Portions*** of a Portfolio (collectively billion; 0.40% of the General Equity/High Yield
referred to as "General Equity/High Yield Portfolios") Portfolios' average daily net assets over $1 billion
up to and including $2 billion; 0.30% of the General
EQ/Alliance Common Stock Equity/High Yield Portfolios' average daily net
EQ/Alliance Growth Investors assets over $2 billion up to and including $3 billion;
Equity Allocated Portions** and 0.20% of the General Equity/High Yield
EQ/Alliance High Yield Portfolios' average daily net assets over $3 billion
EQ/Balanced*
Equity Allocated Portion**
EQ/▇▇▇▇▇▇▇▇▇ Diversified Value
AXA Premier Large Cap Growth Fund***
AXA Premier VIP Large Cap Growth Portfolio***
AXA Premier Large Cap Core Equity Fund***
AXA Premier VIP Large Cap Core Equity
Portfolio***
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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 billion
EQ/Alliance Growth Investors = up to and including $1.5 billion; 0.15% of the Fixed
Fixed Income Allocated Portion** Income Portfolios' average daily net assets over
EQ/Alliance Quality Bond $1.5 billion up to and including $3 billion; and
EQ/Balanced* 0.12% of the Fixed Income Portfolios' average
Fixed Income Allocated Portion** daily net assets over $3 billion
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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 include the 0.13% of the Money Market Portfolios' average
following Portfolios or Other Allocated Portions*** of a daily net assets up to and including $750 million;
Portfolio (collectively referred to as "Money Market 0.105% of the Money Market Portfolios' average
Portfolios") daily net assets over $750 million up to and
including $1.5 billion; 0.08% of the Money Market
EQ/Alliance Money Market Portfolios' average daily net assets over $1.5
AXA Premier Money Market Fund 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 the following 0.30% of each of the Large Cap Portfolios'
Portfolios, Allocated Portions or Other Allocated average daily net assets
Portions *** of a Portfolio (collectively referred to as
"Large Cap Portfolios")
EQ/Aggressive Stock* -
Large Cap Allocated Portion**
EQ/Alliance Growth & Income
AXA Premier Large Cap Value Fund***
AXA Premier VIP Large Cap Value Portfolio***
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* This Portfolio has been designated a "multi-adviser portfolio" and the
Adviser 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"
** This Portfolio is divided into discrete portions, each of which is managed
separately by the Adviser. For purposes of this Agreement, these portions
also are individually 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," "Fix Income 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