EXHIBIT (E)(1)(iii)
FORM OF
AMENDMENT NO. 1
TO THE
DISTRIBUTION AGREEMENT
BETWEEN
AXA PREMIER VIP TRUST
AND
AXA ADVISORS, LLC
(Applicable to Class A Shares)
AMENDMENT NO. 1 to Distribution Agreement ("Amendment No. 1"), dated as of [June
30, 2003], between AXA Premier VIP Trust, a Delaware business trust ("Trust")
and AXA Advisors, LLC a Delaware limited liability company ("Distributor").
The Trust and the Distributor agree to modify and amend the Distribution
Agreement relating to Class A Shares dated as of November 30, 2001 (the "
Original Agreement") as herein provided. All terms used in this Amendment No. 1,
unless defined herein to the contrary, shall have the meaning given such terms
in the Original Agreement.
1. New Portfolios. The Trust hereby authorizes the Distributor to participate in
the distribution of Class A Shares of the following new portfolios ("New
Portfolios") on the terms and conditions contained in the Original Agreement:
AXA Conservative Allocation Portfolio
AXA Conservative-Plus Allocation Portfolio
AXA Moderate Allocation Portfolio
AXA Moderate-Plus Allocation Portfolio
AXA Aggressive Allocation Portfolio
2. Effective Date. The effective date of this Amendment No. 1 shall be [June 30,
2003] with respect to the New Portfolios.
3. Duration of Agreement. This Agreement shall continue in effect until November
30, 2003 with respect to the New Portfolios and thereafter will continue on a
year to year basis with respect to the Portfolio only so long as the continuance
is specifically approved at least annually either by (a) the Board of Trustees
of the Trust or (b) persons having voting rights in respect of the Trust, by the
vote stated in Section 11 of the Original Agreement, voted in accordance with
the provisions contained in the Participation Agreement (as defined in the
Original Agreement); provided, however, 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 of any party to the Agreement, cast in person at a
meeting called for the purpose of voting on such approval.
4. Schedule A. Schedule A to the Agreement, setting forth the Portfolios of the
Trust for which the Distributor is authorized to distribute Class A Shares, is
hereby replaced in its entirety by 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 AXA ADVISORS, LLC
By: By:
----------------------- -----------------------------
Xxxxxx X. Xxxxx Xxxx Xxxxxxxx
President and President and
Chief Executive Officer Chief Financial Officer
SCHEDULE A
TO
AMENDMENT NO. 1
DISTRIBUTION AGREEMENT
CLASS A SHARES
Portfolios In Original Agreement:
---------------------------------
AXA Premier VIP Large Cap Growth Portfolio
AXA Premier VIP Large Cap Core Equity Portfolio
AXA Premier VIP Large Cap Value Portfolio
AXA Premier VIP Small/Mid Cap Growth Portfolio
AXA Premier VIP Small/Mid Cap Value Portfolio
AXA Premier VIP International Equity Portfolio
AXA Premier VIP Technology Portfolio
AXA Premier VIP Health Care Portfolio
AXA Premier VIP Core Bond Portfolio
Portfolios Added by Amendment No. 1
-----------------------------------
AXA Conservative Allocation Portfolio
AXA Conservative-Plus Allocation Portfolio
AXA Moderate Allocation Portfolio
AXA Moderate-Plus Allocation Portfolio
AXA Aggressive Allocation Portfolio
