Exhibit (d)(1)(ii)
AMENDMENT NO. 1
TO THE
INVESTMENT MANAGEMENT AGREEMENT
AMENDMENT NO. 1 to the Investment Management Agreement ("Amendment No. 1"),
dated as of July 31, 2003, between AXA Premier VIP Trust, a Delaware statutory
trust (the "Trust") and the Equitable Life Assurance Society of the United
States, a New York stock life insurance company ("Equitable" or "Manager").
The Trust and Equitable agree to modify and amend the Investment Management
Agreement dated as of November 30, 2001 ("Original Agreement") as follows:
1. New Portfolios. The Trust hereby appoints Equitable as the investment
manager of the AXA Premier VIP Aggressive Equity Portfolio and the AXA Premier
VIP High Yield Portfolio ("New Portfolios") on the terms and conditions
contained in the Agreement.
2. Duration of Agreement.
(a) With respect to each Portfolio specified in Appendix A to the
Original Agreement, the Agreement continued in effect until
November 30, 2003 and thereafter pursuant to subsection (c)
below.
(b) With respect to each New Portfolio specified in Amendment No.
1, the Agreement will continue in effect until July 31, 2005
and may be continued thereafter pursuant to subsection (c)
below.
(c) With respect to each Portfolio, this Agreement shall continue
in effect annually after the date specified in subsection (a),
(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 of the Trust or by a vote of a
majority of the outstanding voting securities of the Trust,
provided that in either event such continuance shall also be
approved by a vote of a majority of the Trustees of the 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
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
of the Trust for which Equitable is appointed as the investment manager, 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.
AXA PREMIER VIP TRUST THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
----------------------------------- -----------------------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇ ▇. ▇▇▇▇▇
President and Executive Vice President and
Chief Executive Officer Chief Investment Officer
APPENDIX A
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AMENDMENT NO. 1
TO THE
INVESTMENT MANAGEMENT AGREEMENT
Fund Management Fee
AXA Premier VIP Large Cap Core Equity 0.90% of the Fund's average daily net
Portfolio assets
AXA Premier VIP Large Cap Growth 0.90% of the Fund's average daily net
Portfolio assets
AXA Premier VIP Large Cap Value 0.90% of the Fund's average daily net
Portfolio assets
AXA Premier VIP Small/Mid Cap Growth 1.10% of the Fund's average daily net
Portfolio assets
AXA Premier VIP Small/Mid Cap Value 1.10% of the Fund's average daily net
Portfolio assets
AXA Premier VIP International Equity 1.05% of the Fund's average daily net
Portfolio assets
AXA Premier VIP Technology Portfolio 1.20% of the Fund's average daily net
assets
AXA Premier VIP Health Care Portfolio 1.20% of the Fund's average daily net
assets
AXA Premier VIP Core Bond Portfolio 0.60% of the Fund's average daily net
assets
With respect to the following portfolios, management fee is calculated as a
percentage of daily net assets of each portfolio:
First Next Next Next
$1 Billion $1 Billion $3 Billion $5 Billion Thereafter
------------ ------------ ---------- ------------ ----------
AXA Premier VIP Aggressive
Equity Portfolio 0.650% 0.600% 0.575% 0.550% 0.525%
First Next Next Next
$750 Million $750 Million $1 Billion $2.5 Billion Thereafter
------------ ------------ ---------- ------------ ----------
AXA Premier VIP High Yield
Portfolio 0.600% 0.575% 0.550% 0.530% 0.520%
