Exhibit (d)(21)(i)
AMENDMENT NO. 1
TO
INVESTMENT ADVISORY AGREEMENT
AMENDMENT NO. 1 to the Investment Advisory Agreement ("Amendment No. 1"),
dated as of July 31, 2003, between The Equitable Life Assurance Society of the
United States, a New York corporation ("Equitable") and ▇▇▇▇▇▇▇ Capital
Management, LLC ("Adviser"), a limited liability company.
Equitable and the Adviser agree to modify and amend the Investment Advisory
Agreement ("Agreement"), dated as of May 30, 2003, as follows:
1. New Portfolio. Equitable hereby appoints the Adviser as the investment
adviser to the portion of the portfolio known as the AXA Premier VIP Aggressive
Equity Portfolio ("New Portfolio") that has been allocated to Adviser
("Allocated Portion") on the terms and conditions set forth in the Agreement.
2. Duration of Agreement. Section 12 of the Agreement is replaced in its
entirety as follows:
(a) The Agreement became effective with respect to the AXA Premier VIP
International Equity Portfolio on May 30, 2003 and will become
effective with respect to the Allocated Portion on the date of this
Amendment.
(b) The Agreement will continue in effect with respect to the AXA Premier
VIP International Equity Portfolio until May 30, 2005 and may be
continued thereafter pursuant to (d) below.
(c) The Agreement will continue in effect with respect to the Allocated
Portion until July 25, 2005 and may be continued thereafter pursuant
to (d) below.
(d) With respect to each Portfolio or Allocated Portion, 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 AXA Premier VIP Trust who are not "interested persons"
(as defined in the Investment Company Act of 1940) (the "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 or Allocated
Portion if a majority of the outstanding voting securities of the
series (as defined in Rule 18f-2(h) under the Investment Company Act)
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 the Agreement or (b)
all the portfolios of the Trust.
3. Appendix A. Appendix A to the Agreement, setting forth the Portfolios or
Allocated Portions 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 or Allocated Portion, 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.
▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, LLC THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇
Title: President Title: Executive Vice President
APPENDIX A
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AMENDMENT NO. 1
TO THE INVESTMENT ADVISORY AGREEMENT
WITH ▇▇▇▇▇▇▇ CAPITAL MANAGEMENT, LLC
Portfolios Annual Advisory Fee**
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AXA Premier VIP International Equity 0.50% of the ▇▇▇▇▇▇▇ Allocated
Portfolio* Portion's average daily net assets
AXA Premier VIP Aggressive Equity 0.27% of the ▇▇▇▇▇▇▇ Allocated
Portfolio* Portion's average daily net assets
* Fee to be paid with respect to this Portfolio shall be based only on the
portion of the Portfolio's average daily net assets advised by the Adviser,
which may be referred to as the "▇▇▇▇▇▇▇ Allocated Portion."
** The daily advisory fee for the Portfolios is calculated by multiplying the
aggregate net assets of the 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 Allocated Portion is the portion of the
daily advisory fee for the Portfolio equal to the Allocated Portion's net
assets relative to the aggregate net assets of the Portfolio, including the
Allocated Portion, used in the fee calculation.