EXHIBIT (h)(4)(i)
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT
AMENDED AND RESTATED EXPENSE LIMITATION AGREEMENT, effective as of June
1, 2002 by and between The Equitable Life Assurance Society of the United States
(the "Manager") and AXA Premier VIP Trust (the "Trust"), on behalf of each
series of the Trust set forth in Schedule A attached hereto (each, a "Fund", and
collectively, the "Funds").
WHEREAS, the Trust is a Delaware business trust organized under the
Agreement and Declaration of Trust ("Declaration of Trust"), and is registered
under the Investment Company Act of 1940, as amended ("1940 Act"), as an
open-end management company of the series type, and each Fund is a series of the
Trust;
WHEREAS, the Trust and the Manager have entered into an Investment
Management Agreement dated November 30, 2001, ("Management Agreement"), pursuant
to which the Manager provides investment management services to each Fund for
compensation based on the value of the average daily net assets of each such
Fund;
WHEREAS, the Trust and the Manager have determined that it is
appropriate and in the best interests of each Fund and its shareholders to
maintain the expenses of each Fund at a level below the level to which each such
Fund would normally be subject during its start-up period and, therefore
initially entered into an Expense Limitation Agreement dated as of November 30,
2001 ("Expense Limitation Agreement") in order to maintain each Fund's expense
ratios at the Maximum Annual Operating Expense Limit (as hereinafter defined)
specified for such Fund in Schedule A hereto; and
WHEREAS, the Trust and Manager desire to modify the Expense Limitation
Agreement with respect to reimbursement of Fund Operating Expenses by the Trust
to the Manager;
NOW THEREFORE, the parties hereto agree that the Expense Limitation
Agreement is hereby modified, amended and restated in its entirety as of the
date hereof as follows:
1. Expense Limitation.
1.1. Applicable Expense Limit. To the extent that the aggregate
expenses of every character incurred by a Fund in any fiscal year, including but
not limited to organizational costs and investment management fees of the
Manager (but excluding interest, taxes, brokerage commissions, other
expenditures which are capitalized in accordance with generally accepted
accounting principles, other extraordinary expenses not incurred in the ordinary
course of such Fund's business and amounts payable pursuant to a plan adopted in
accordance with Rule 12b-1 under the 1940 Act) ("Fund Operating Expenses"),
exceed the Maximum Annual Operating Expense Limit, as defined in Section 1.2
below, such excess amount (the "Excess Amount") shall be the liability of the
Manager.
1.2. Maximum Annual Operating Expense Limit. The Maximum Annual
Operating Expense Limit with respect to each Fund shall be the amount specified
in Schedule A based on a percentage of the average daily net assets of each
Fund.
1.3. Method of Computation. To determine the Manager's liability with
respect to the Excess Amount, each month the Fund Operating Expenses for each
Fund shall be annualized as of the last day of the month. If the annualized Fund
Operating Expenses for any month of a Fund exceed the Maximum Annual Operating
Expense Limit of such Fund, the Manager shall first waive or reduce its
investment management fee for such month by an amount sufficient to reduce the
annualized Fund Operating
Expenses to an amount no higher than the Maximum Annual Operating Expense Limit.
If the amount of the waived or reduced investment management fee for any such
month is insufficient to pay the Excess Amount, the Manager may also remit to
the appropriate Fund or Funds an amount that, together with the waived or
reduced investment management fee, is sufficient to pay such Excess Amount.
1.4. Year-End Adjustment. If necessary, on or before the last day of
the first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the amount of the investment management fees
waived or reduced and other payments remitted by the Manager to the Fund or
Funds with respect to the previous fiscal year shall equal the Excess Amount.
2. Reimbursement of Fee Waivers and Expense Reimbursements.
2.1. 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.
2.2. Method of Computation. To determine each Fund's accrual, if any,
to reimburse the Manager for the Reimbursement Amount, each month the Fund
Operating Expenses of each Fund shall be annualized as of the last day of the
month. If the annualized Fund Operating Expenses of a Fund for any month are
less than the Maximum Annual Operating Expense Limit of such Fund, such Fund,
shall accrue into its net asset value an amount payable to the Manager
sufficient to increase the annualized Fund Operating Expenses of that Fund to an
amount no greater than the Maximum Annual Operating Expense Limit of that Fund,
provided that such amount paid to the Manager will in no event exceed the total
Reimbursement Amount. For accounting purposes, when the annualized Fund
Operating Expenses of a Fund are below the Maximum Annual Operating Expense
Limit, a liability will be accrued daily for these amounts.
2.3. Year-End Adjustment. If necessary, on or before the last day of
the first month of each fiscal year, an adjustment payment shall be made by the
appropriate party in order that the actual Fund Operating Expenses of a Fund for
the prior fiscal year (including any reimbursement payments hereunder with
respect to such fiscal year) do not exceed the Maximum Annual Operating Expense
Limit.
2.4. Limitation of Liability. The Manager shall look only to the assets
of the Fund for which it waived or reduced fees or remitted payments for
reimbursement under this Agreement and for payment of any claim hereunder, and
neither the Funds, nor any of the Trust's trustees, officers, employees, agents,
or shareholders, whether past, present or future shall be personally liable
therefor.
3. Term and Termination of Agreement.
This Agreement shall continue in effect with respect to all Funds until
April 30, 2003 and shall thereafter continue in effect with respect to each Fund
from year to year provided such continuance is specifically approved by both a
majority of the Trustees of the Trust who (i) are not "interested persons"
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of the Trust or any other party to this Agreement, as defined in the 1940 Act,
and (ii) have no direct or indirect financial interest in the operation of this
Agreement ("Non-Interested Trustees") and the Manager. This Agreement shall
terminate automatically upon the termination of the Management Agreement;
provided, however, that a Fund's obligation to reimburse the Manager, as
described above, will survive the termination of this Agreement unless the Trust
and the Manager agree otherwise.
4. Miscellaneous.
4.1. Captions. The captions in this Agreement are included for
convenience of reference only and in no other way define or delineate any of the
provisions hereof or otherwise affect their construction or effect.
4.2. Interpretation. Nothing herein contained shall be deemed to
require the Trust or the Funds to take any action contrary to the Trust's
Declaration of Trust or By-Laws, or any applicable statutory or regulatory
requirement to which it is subject or by which it is bound, or to relieve or
deprive the Trust's Board of Trustees of its responsibility for and control of
the conduct of the affairs of the Trust or the Funds.
4.3. Definitions. Any question of interpretation of any term or
provision of this Agreement, including but not limited to the investment
management fee, the computations of net asset values, and the allocation of
expenses, having a counterpart in or otherwise derived from the terms and
provisions of the Management Agreement or the 1940 Act, shall have the same
meaning as and be resolved by reference to such Management Agreement or the 1940
Act.
IN WITNESS WHEREOF, the parties have caused this Expense Limitation
Agreement to be signed by their respective officers thereunto duly authorized
and their respective corporate seals to be hereunto affixed, as of the day and
year first above written.
AXA PREMIER VIP TRUST
ON BEHALF OF EACH OF ITS FUNDS
By: /s/ Xxxxxx X. Xxxxx
----------------------------------
Xxxxxx X. Xxxxx
President
THE EQUITABLE LIFE ASSURANCE SOCIETY
OF THE UNITED STATES
By: /s/ Xxxxx X. Xxxxx
----------------------------------
Xxxxx X. Xxxxx
Executive Vice President and
Chief Investment Officer
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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%
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