EXHIBIT (H)(4)(ii)
FORM OF
AMENDMENT NO. 1
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
AMENDMENT NO. 1 to the Amended and Restated Expense Limitation
Agreement, dated as of June 30, 2003, between The Equitable Life Assurance
Society of the United States ("Equitable" or the "Manager") and AXA Premier VIP
Trust ("Trust").
The Manager and Trust hereby agree to modify and amend the Amended and
Restated Expense Limitation Agreement (the "Expense Limitation Agreement"),
dated as of June 1, 2002 between them as follows:
1. New Portfolios. The Manager and the Trust have determined to add the
AXA Conservative Allocation Portfolio, AXA Conservative-Plus Allocation
Portfolio, AXA Moderate Allocation Portfolio, AXA Moderate-Plus
Allocation Portfolio and AXA Aggressive Allocation Portfolio ("New
Portfolios") to the Agreement on the terms and conditions contained in
the Agreement, and at the level of the expense limitation applicable to
the New Portfolios as set forth in the attached schedule.
2. Paragraph 2.1 of the Agreement:
Reimbursement. If in any year in which the Management
Agreement is still in effect, the estimated aggregate Fund Operating
Expenses of such Fund for the fiscal year are less than the Maximum
Annual Operating Expense Limit for that year, the Manager shall be
entitled to reimbursement by such Fund, in whole or in part as provided
below, of the investment management fees waived or reduced and other
payments remitted by the Manager to such Fund pursuant to Section 1
hereof. The total amount of reimbursement to which the Manager may be
entitled ("Reimbursement Amount") shall equal, at any time, the sum of
all investment management fees previously waived or reduced by the
Manager and all other payments remitted by the Manager to the Fund,
pursuant to Section 1 hereof, during any of the previous three (3)
fiscal years, less any reimbursement previously paid by such Fund to
the Manager, pursuant to Section 2.2 hereof, with respect to such
waivers, reductions, and payments. The Reimbursement Amount shall not
include any additional charges or fees whatsoever, including, e.g.,
interest accruable on the Reimbursement Amount.
1. Schedule A. Schedule A to the Agreement, which sets forth the
Portfolios of the Trust, is hereby replaced in its entirety by the
Amendment No. 1 to Schedule 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: By:
--------------------------- -----------------------------
Xxxxxx X. Xxxxx Xxxxx X. Xxxxx
President and Executive Vice President and
Chief Executive Officer Chief Investment Officer
AMENDMENT NO. 1
SCHEDULE A
MAXIMUM ANNUAL OPERATING EXPENSE LIMITS
This Agreement relates to the following Funds of the Trust:
Name of Fund Maximum Annual
------------ Operating Expense Limit
-----------------------
AXA Premier VIP Large Cap Core Equity Portfolio 1.10%
AXA Premier VIP Large Cap Growth Portfolio 1.10%
AXA Premier VIP Large Cap Value Portfolio 1.10%
AXA Premier VIP Small/Mid Cap Growth Portfolio 1.35%
AXA Premier VIP Small/Mid Cap Value Portfolio 1.35%
AXA Premier VIP International Equity Portfolio 1.55%
AXA Premier VIP Technology Portfolio 1.60%
AXA Premier VIP Health Care Portfolio 1.60%
AXA Premier VIP Core Bond Portfolio 0.70%
AXA CONSERVATIVE ALLOCATION PORTFOLIO 0.10%
AXA CONSERVATIVE-PLUS ALLOCATION PORTFOLIO 0.10%
AXA MODERATE ALLOCATION PORTFOLIO 0.10%
AXA MODERATE-PLUS ALLOCATION PORTFOLIO 0.10%
AXA AGGRESSIVE ALLOCATION PORTFOLIO 0.10%
