FORM OF AMENDMENT NO. 2 AMENDED AND RESTATED DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Exhibit (e)(1)(viii)
FORM OF AMENDMENT NO. 2
AMENDED AND RESTATED DISTRIBUTION AGREEMENT
AMENDMENT NO. 2 to the Amended and Restated Distribution Agreement (“Amendment No. 2”), dated as of May 25, 2007, between AXA Premier VIP Trust, a Delaware business trust (the “Trust”) and AXA Advisors, LLC (the “Distributor”).
The Trust and the Distributor agree to modify and amend the Amended and Restated Distribution Agreement, dated as of July 31, 2003 and as amended May 1, 2006 by Amendment No. 1 (“Agreement”), relating to the Class B shares. Unless defined herein to the contrary, terms shall have the meaning given to such terms in the Agreement.
| 1. | New Portfolios. The Trust and the Distributor have determined to add the new Multimanager Small Cap Growth Portfolio and Multimanager Small Cap Value Portfolio (the “New Portfolios”) to the Agreement on the terms and conditions contained in the Agreement. |
| 2. | Schedule A. Schedule A to the Agreement, setting forth the Portfolios of the Trust for which the Distributor is authorized to distribute Class B 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 HEREOF, the parties have executed and delivered this Amendment No. 2 as of the date first above set forth.
| AXA PREMIER VIP TRUST | AXA ADVISORS, LLC | |||||||
| By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | By: | /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. | |||||
| ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ President |
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, ▇▇. Title: Chairman | |||||||
SCHEDULE A
AMENDED AND RESTATED DISTRIBUTION AGREEMENT OF
CLASS B SHARES
Multimanager Aggressive Equity Portfolio
Multimanager Core Bond Portfolio
Multimanager Health Care Portfolio
Multimanager High Yield Portfolio
Multimanager International Equity Portfolio
Multimanager Large Cap Core Equity Portfolio
Multimanager Large Cap Growth Portfolio
Multimanager Large Cap Value Portfolio
Multimanager Mid Cap Growth Portfolio
Multimanager Mid Cap Value Portfolio
Multimanager Small Cap Growth Portfolio
Multimanager Small Cap Value Portfolio
Multimanager Technology Portfolio
AXA Conservative Allocation Portfolio
AXA Conservative-Plus Allocation Portfolio
AXA Moderate Allocation Portfolio
AXA Moderate-Plus Allocation Portfolio
AXA Aggressive Allocation Portfolio
Target 2015 Allocation Portfolio
Target 2025 Allocation Portfolio
Target 2035 Allocation Portfolio
Target 2045 Allocation Portfolio