Exhibit (d)(17)(i)
AMENDED AND RESTATED
INVESTMENT ADVISORY AGREEMENT
AGREEMENT, dated as of August 18, 2003, by and between The Equitable Life
Assurance Society of the United States, a New York stock life insurance
corporation (the "Manager"), and BlackRock Advisors, Inc., a corporation
organized under the laws of the State of Delaware ("Adviser").
WHEREAS, the Manager has entered into an Investment Management Agreement
dated November 30, 2001 with the AXA Premier VIP Trust ("Trust") an investment
company registered under the Investment Company Act of 1940, as amended
("Investment Company Act");
WHEREAS, the Trust's shareholders are and will be primarily separate
accounts maintained by insurance companies for variable life insurance policies
and variable annuity contracts (the "policies") under which income, gains and
losses, whether or not realized, from assets allocated to such accounts are, in
accordance with the Policies, credited to or charged against such accounts
without regard to other income, gains, or losses of such insurance companies; as
well as other shareholders as permitted under Section 817(h) of the Internal
Revenue Code of 1986, as amended ("Code"), and the rules and regulations
thereunder with respect to the qualification of variable annuity contracts and
variable life insurance policies as insurance contracts under the Code;
WHEREAS, the AXA Premier VIP Core Bond Portfolio is a series of the Trust
("Fund");
WHEREAS, the Manager is registered as an investment adviser under the
Investment Advisers Act of 1940, as amended ("Advisers Act") and is the
investment manager to the Trust;
WHEREAS, the Adviser is registered as an investment adviser under the
Advisers Act;
WHEREAS, the Board of Trustees of the Trust and the Manager desire that the
Manager retain the Adviser to render investment advisory and other services to
the portion of the Fund in the manner and on the terms hereinafter set forth;
Whereas, the Manager has the authority under the Investment Management
Agreement with the Trust to select advisers for each Fund of the Trust;
WHEREAS, the Adviser is willing to furnish such services to the Manager and
the Fund;
NOW, THEREFORE, the Manager and the Adviser agree as follows:
1. APPOINTMENT OF ADVISER
The Manager hereby appoints the Adviser to act as an investment adviser for
the Fund, subject to the supervision and oversight of the Manager and the
Trustees of the Trust, and in accordance with the terms and conditions of this
Agreement. The Adviser will be an independent contractor and will have no
authority to act for or represent the Trust or the Manager in any way or
otherwise be deemed an agent of the Trust or the Manager except as expressly
authorized in this Agreement or another writing by the Trust, the Manager and
the Adviser.
2. ACCEPTANCE OF APPOINTMENT
The Adviser accepts that appointment and agrees to render the services
herein set forth, for the compensation herein provided.
The assets of the Fund will be maintained in the custody of a custodian
(who shall be identified by the Manager in writing). The Adviser will not have
custody of any securities, cash or other assets of the Fund and will not be
liable for any loss resulting from any act or omission of the custodian other
than acts or omissions arising in reliance on instructions of the Adviser.
3. SERVICES TO BE RENDERED BY THE ADVISER TO THE TRUST
A. As investment adviser to the Fund, the Adviser will coordinate the
investment and reinvestment of the assets of the Fund and determine the
composition of the assets of the Fund, subject always to the supervision and
control of the Manager and the Trustees of the Trust.
B. As part of the services it will provide hereunder, the Adviser will:
(i) obtain and evaluate, to the extent deemed necessary and
advisable by the Adviser in its discretion, pertinent economic,
statistical, financial, and other information affecting the economy
generally and individual companies or industries, the securities of which
are included in the Fund or are under consideration for inclusion in the
Fund;
(ii) formulate and implement a continuous investment program for the
Fund;
(iii) take whatever steps are necessary to implement the investment
program for the Fund by arranging for the purchase and sale of securities
and other investments and issuing directives to the administrator of the
Trust as necessary for the appropriate implementation of the investment
program of the Fund;
(iv) keep the Trustees of the Trust and the Manager fully informed in
writing on an ongoing basis as agreed by the Manager and Adviser of all
material facts concerning the investment and reinvestment of the assets in
the Fund, the Adviser and its key investment personnel and operations, make
periodic and special written reports of such additional information
concerning the same as may reasonably be requested from time to time by the
Manager or the Trustees of the Trust and the Adviser will attend meetings
with the Manager and/or the Trustees, as reasonably requested, to discuss
the foregoing;
(v) in accordance with procedures and methods established by the
Trustees of the Trust, which may be amended from time to time, provide
assistance in determining the fair value of all securities and other
investments/assets in the Fund as necessary, and use reasonable efforts to
arrange for the provision of valuation information or a price(s) from a
party(ies) independent of the Adviser for each security or other
investment/asset in the Fund for which market prices are not readily
available;
(vi) provide any and all material composite performance information,
records and supporting documentation about accounts the Adviser manages, if
appropriate, which are relevant to the Fund and that have investment
objectives, policies, and strategies substantially similar to those
employed by the Adviser in managing the Fund that may be
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reasonably necessary, under applicable laws, to allow the Fund or its agent
to present information concerning Adviser's prior performance in the
Trust's Prospectus and SAI (as hereinafter defined) and any permissible
reports and materials prepared by the Fund or its agent; and
(vii) cooperate with and provide reasonable assistance to the Manager,
the Trust's administrator, the Trust's custodian and foreign custodians,
the Trust's transfer agent and pricing agents and all other agents and
representatives of the Trust and the Manager, keep all such persons fully
informed as to such matters as they may reasonably deem necessary to the
performance of their obligations to the Trust and the Manager, provide
prompt responses to reasonable requests made by such persons and maintain
any appropriate interfaces with each so as to promote the efficient
exchange of information.
C. In furnishing services hereunder, the Adviser shall be subject to, and
shall perform in accordance with the following: (i) the Trust's Agreement and
Declaration of Trust, as the same may be hereafter modified and/or amended from
time to time ("Trust Declaration"); (ii) the By-Laws of the Trust, as the same
may be hereafter modified and/or amended from time to time ("By-Laws"); (iii)
the currently effective Prospectus and Statement of Additional Information of
the Trust filed with the SEC and delivered to the Adviser, as the same may be
hereafter modified, amended and/or supplemented ("Prospectus and SAI"); (iv) the
Investment Company Act and the Advisers Act and the rules under each, and all
other federal and state laws or regulations applicable to the Trust and the
Fund; (v) the Trust's Compliance Manual and other policies and procedures
adopted from time to time by the Board of Trustees of the Trust; and (vi) the
written instructions of the Manager. Prior to commencement of the Adviser's
services hereunder, the Manager shall provide the Adviser with current copies of
the Trust Declaration, By-Laws, Prospectus, SAI, Compliance Manual and other
relevant policies and procedures that are adopted by the Board of Trustees. The
Manager undertakes to provide the Adviser with copies or other written notice of
any amendments, modifications or supplements to any such above-mentioned
document.
D. In furnishing services hereunder, the Adviser will not consult with
any other investment adviser to (i) the Fund, (ii) any other Fund of the Trust
or (iii) any other investment company under common control with the Trust
concerning transactions of the Fund in securities of other assets. (This shall
not be deemed to prohibit the Adviser from consulting with any of its affiliated
persons concerning transactions in securities or other assets. This shall also
not be deemed to prohibit the Adviser from consulting with any of the other
covered advisers concerning compliance with paragraphs (a) and (b) of Rule
12d3-1.)
E. The Adviser, at its expense, will furnish: (i) all necessary
facilities and personnel, including salaries, expenses and fees of any personnel
required for them to faithfully perform their duties under this Agreement; and
(ii) administrative facilities, including bookkeeping, and all equipment
necessary for the efficient conduct of the Adviser's duties under this
Agreement.
F. The Adviser will select brokers and dealers to effect all Fund
transactions subject to the conditions set forth herein. The Adviser will place
all necessary orders with brokers, dealers, or issuers, and will negotiate
brokerage commissions, if applicable. The Adviser is directed at all times to
seek to execute transactions for the Fund (i) in accordance with any written
policies, practices or procedures that may be established by the Board of
Trustees or the Manager from time to time and which have been provided to the
Adviser or (ii) as described in the Trust's Prospectus and SAI. In placing any
orders for the purchase or sale of investments for the Fund, in the name of the
Fund or its nominees, the Adviser shall use its best efforts to obtain for the
Fund "best execution", considering all of the circumstances, and shall maintain
records adequate to
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demonstrate compliance with this requirement. In no instance will portfolio
securities be purchased from or sold to the Adviser, or any affiliated person
thereof, except in accordance with the Investment Company Act, the Advisers Act
and the rules under each, and all other federal and state laws or regulations
applicable to the Trust and the Fund.
G. Subject to the appropriate policies and procedures approved by the
Board of Trustees, Adviser may, to the extent authorized by Section 28(e) of the
Securities Exchange Act of 1934, as amended ("Exchange Act") cause the Fund to
pay a broker or dealer that provides brokerage or research services to the
Manager, the Adviser and the Fund an amount of commission for effecting a Fund
transaction in excess of the amount of commission another broker or dealer would
have charged for effecting that transaction if the Adviser determines, in good
faith, that such amount of commission is reasonable in relationship to the value
of such brokerage or research services provided viewed in terms of that
particular transaction or the Adviser's overall responsibilities to the Fund or
its other advisory clients. To the extent authorized by Section 28(e) and the
Trust's Board of Trustees, the Adviser shall not be deemed to have acted
unlawfully or to have breached any duty created by this Agreement or otherwise
solely by reason of such action. In addition, subject to seeking "best
execution", the Manager or the Adviser may also consider sales of shares of the
Trust as a factor in the selection of brokers and dealers. Subject to seeking
best execution, the Board of Trustees or the Manager may direct the Adviser to
effect transactions in Fund securities through broker-dealers in a manner that
will help generate resources to: (i) pay the cost of certain expenses which the
Trust is required to pay or for which the Trust is required to arrange payment;
or (ii) recognize broker-dealers for the sale of Fund shares provided, however,
that in the event of any such direction, Adviser shall not be responsible for
seeking to obtain best execution.
H. On occasions when the Adviser deems the purchase or sale of a security
to be in the best interest of the Fund as well as other clients of the Adviser,
the Adviser to the extent permitted by applicable laws and regulations, may, but
shall be under no obligation to, aggregate the securities to be purchased or
sold to attempt to obtain a more favorable price or lower brokerage commissions
and efficient execution. Allocation of the securities so purchased or sold, as
well as the expenses incurred in the transaction, will be made by the Adviser in
the manner which the Adviser considers to be the most equitable and consistent
with its fiduciary obligations to the Fund and to its other clients over time.
The Manager agrees that Adviser and its affiliates may give advice and take
action in the performance of their duties with respect to any of their other
clients that may differ from advice given, or the timing or nature of actions
taken, with respect to the Fund. The Manager also acknowledges that Adviser and
its affiliates are fiduciaries to other entities, some of which have the same or
similar investment objectives (and will hold the same or similar investments) as
the Fund, and that Adviser will carry out its duties hereunder together with its
duties under such relationships. Nothing in this Agreement shall be deemed to
confer upon Adviser any obligation to purchase or to sell or to recommend for
purchase or sale for the Fund any investment that Adviser, its affiliates,
officers or employees may purchase or sell for its or their own account or for
the account of any client, if in the sole and absolute discretion of Adviser it
is for any reason impractical or undesirable to take such action or make such
recommendation for the Fund.
I. The Adviser will maintain all accounts, books and records with respect
to the Fund as are required of an investment adviser of a registered investment
company pursuant to the Investment Company Act and Advisers Act and the rules
thereunder and shall file with the SEC all forms pursuant to Section 13 of the
Exchange Act, with respect to its duties as are set forth herein.
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J. The Adviser will, unless and until otherwise directed by the Manager
or the Board of Trustees, vote proxies with respect to the Fund's securities and
exercise rights in corporate actions or otherwise in accordance with the
Adviser's proxy voting guidelines, as amended from time to time, which shall be
provided to the Trust and the Manager.
4. COMPENSATION OF ADVISER
The Manager will pay the Adviser an advisory fee with respect to the Fund
as specified in Appendix A to this Agreement. Payments shall be made to the
Adviser on or about the fifth day of each month; however, this advisory fee will
be calculated daily for the Fund based on the net assets of the Fund on each day
and accrued on a daily basis.
5. LIABILITY AND INDEMNIFICATION
A. Except as may otherwise be provided by the Investment Company Act or
any other federal securities law, neither the Adviser nor any of its officers,
members or employees (together its "Affiliates") shall be liable for any losses,
claims, damages, liabilities or litigation (including legal and other expenses)
incurred or suffered by the Manager or the Trust as a result of any error of
judgment or mistake of law by the Adviser or its Affiliates with respect to the
Fund, except that nothing in this Agreement shall operate or purport to operate
in any way to exculpate, waive or limit the liability of the Adviser or its
Affiliates for, and the Adviser shall indemnify and hold harmless the Trust, the
Manager, all affiliated persons thereof (within the meaning of Section 2(a)(3)
of the Investment Company Act) and all controlling persons (as described in
Section 15 of the Securities Act of 1933, as amended ("1933 Act"))
(collectively, "Manager Indemnitees") against any and all losses, claims,
damages, liabilities or litigation (including reasonable legal and other
expenses) to which any of the Manager Indemnitees may become subject under the
1933 Act, the Investment Company Act, the Advisers Act, or under any other
statute, at common law or otherwise arising out of or based on (i) any willful
misconduct, bad faith, reckless disregard or gross negligence of the Adviser in
the performance of any of its duties or obligations hereunder or (ii) any untrue
statement of a material fact contained in the Prospectus and SAI, proxy
materials, reports, advertisements, sales literature, or other materials
pertaining to the Fund or the omission to state therein a material fact known to
the Adviser which was required to be stated therein or necessary to make the
statements therein not misleading, if such statement or omission was made in
reliance upon information furnished to the Manager or the Trust by the Adviser
Indemnitees (as defined below) for use therein.
B. Except as may otherwise be provided by the Investment Company Act or
any other federal securities law, the Manager and the Trust shall not be liable
for any losses, claims, damages, liabilities or litigation (including legal and
other expenses) incurred or suffered by the Adviser as a result of any error of
judgment or mistake of law by the Manager with respect to the Fund, except that
nothing in this Agreement shall operate or purport to operate in any way to
exculpate, waive or limit the liability of the Manager for, and the Manager
shall indemnify and hold harmless the Adviser, all affiliated persons thereof
(within the meaning of Section 2(a)(3) of the Investment Company Act) and all
controlling persons (as described in Section 15 of the 1933 Act) (collectively,
"Adviser Indemnitees") against any and all losses, claims, damages, liabilities
or litigation (including reasonable legal and other expenses) to which any of
the Adviser Indemnitees may become subject under the 1933 Act, the Investment
Company Act, the Advisers Act, or under any other statute, at common law or
otherwise arising out of or based on (i) any willful misconduct, bad faith,
reckless disregard or gross negligence of the Manager in the performance of any
of its duties or obligations hereunder or (ii) any untrue statement of a
material fact contained in the Prospectus and SAI, proxy materials, reports,
advertisements, sales literature, or other materials pertaining to the Fund or
the omission to state therein a material fact
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known to the Manager that was required to be stated therein or necessary to make
the statements therein not misleading, unless such statement or omission was
made in reliance upon information furnished to the Manager or the Trust.
6. REPRESENTATIONS OF MANAGER
The Manager represents, warrants and agrees that:
A. The Manager has been duly authorized by the Board of Trustees of the
Trust to delegate to the Adviser the provision of investment services to the
Fund as contemplated hereby.
B. The Manager has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the Investment Company Act and will provide the
Adviser with a copy of such code of ethics.
C. The Manager is currently in compliance and shall at all times continue
to comply with the requirements imposed upon the Manager by applicable law and
regulations.
D. The Manager (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this Agreement
remains in effect; (ii) is not prohibited by the Investment Company Act, the
Advisers Act or other law, regulation or order from performing the services
contemplated by this Agreement; (iii) to the best of its knowledge, has met and
will seek to continue to meet for so long as this Agreement is in effect, any
other applicable federal or state requirements, or the applicable requirements
of any regulatory or industry self-regulatory agency necessary to be met in
order to perform the services contemplated by this Agreement; (iv) has the
authority to enter into and perform the services contemplated by this Agreement;
and (v) will promptly notify Adviser of the occurrence of any event that would
disqualify Manager from serving as investment manager of an investment company
pursuant to Section 9(a) of the Investment Company Act or otherwise. The Manager
will also promptly notify the Adviser if it is served or otherwise receives
notice of any action, suit, proceeding, inquiry or investigation, at law or in
equity, before or by any court, public board or body, involving the affairs of
the Fund, provided, however, that routine regulatory examinations shall not be
required to be reported by this provision.
7. REPRESENTATIONS OF ADVISER
The Adviser represents, warrants and agrees as follows:
A. The Adviser (i) is registered as an investment adviser under the
Advisers Act and will continue to be so registered for so long as this Agreement
remains in effect; (ii) is not prohibited by the Investment Company Act, the
Advisers Act or other law, regulation or order from performing the services
contemplated by this Agreement; (iii) to the best of its knowledge, has met and
will seek to continue to meet for so long as this Agreement remains in effect,
any other applicable federal or state requirements, or the applicable
requirements of any regulatory or industry self-regulatory agency necessary to
be met in order to perform the services contemplated by this Agreement; (iv) has
the authority to enter into and perform the services contemplated by this
Agreement; and (v) will promptly notify Manager of the occurrence of any event
that would disqualify the Adviser from serving as an investment adviser of an
investment company pursuant to Section 9(a) of the Investment Company Act or
otherwise. The Adviser will also promptly notify the Fund and the Manager if it
is served or otherwise receives notice of any action, suit, proceeding, inquiry
or investigation, at law or in equity, before or by any court, public board or
body, involving the affairs
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of the Fund, provided, however, that routine regulatory examinations shall not
be required to be reported by this provision.
B. The Adviser has adopted a written code of ethics complying with the
requirements of Rule 17j-1 under the Investment Company Act and will provide the
Manager and the Board with a copy of such code of ethics, together with evidence
of its adoption. Within forty-five days of the end of the last calendar quarter
of each year that this Agreement is in effect, and as otherwise requested, a
Managing Director of the Adviser shall certify to the Manager that the Adviser
has complied with the requirements of Rule 17j-1 during the previous year and
that there has been no material violation of the Adviser's code of ethics or, if
such a material violation has occurred, that appropriate action was taken in
response to such violation. Upon the written request of the Manager, the Adviser
shall permit the Manager, its employees or its agents to examine the reports
required to be made to the Adviser by Rule 17j-1(c)(1) and all other records
relevant to the Adviser's code of ethics.
C. The Adviser has provided the Trust and the Manager with a copy of its
Form ADV, which as of the date of this Agreement is its Form ADV as most
recently filed with the Securities and Exchange Commission and promptly will
furnish a copy of all material amendments to the Trust and the Manager at least
annually. Such amendments shall reflect all changes in the Adviser's
organizational structure, professional staff or other significant developments
affecting the Adviser, as required by the Advisers Act.
D. The Adviser will notify the Trust and the Manager of any assignment of
this Agreement or change of control of the Adviser, as applicable, and any
changes in the key personnel who are either the portfolio manager(s) of the Fund
or senior management of the Adviser, in each case prior to or promptly after,
such change. The Adviser agrees to bear all reasonable expenses of the Fund, if
any, arising out of an assignment or change in control.
E. The Adviser agrees to maintain an appropriate level of errors and
omissions or professional liability insurance coverage.
F. The Adviser agrees that neither it, nor any of its affiliates, will in
any way refer directly or indirectly to its relationship with the Trust, the
Fund, the Manager or any of their respective affiliates in offering, marketing
or other promotional materials without the express written consent of the
Manager, except as required by rule, regulation or upon the request of a
governmental authority. However, the Adviser may use the performance of the Fund
in its composite performance.
8. NON-EXCLUSIVITY
The services of the Adviser to the Manager, the Fund and the Trust are not
to be deemed to be exclusive, and the Adviser shall be free to render investment
advisory or other services to others and to engage in other activities. It is
understood and agreed that the directors, officers, and employees of the Adviser
are not prohibited from engaging in any other business activity or from
rendering services to any other person, or from serving as partners, officers,
directors, trustees, or employees of any other firm or corporation.
9. SUPPLEMENTAL ARRANGEMENTS
The Adviser may from time to time employ or associate itself with any
person it believes to be particularly suited to assist it in providing the
services to be performed by such Adviser hereunder, provided that no such person
shall perform any services with respect to the Fund that would constitute an
assignment or require a written advisory agreement pursuant to the Investment
Company Act. Any compensation payable to such persons shall be the sole
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responsibility of the Adviser, and neither the Manager nor the Trust shall have
any obligations with respect thereto or otherwise arising under the Agreement.
10. REGULATION
The Adviser shall submit to all regulatory and administrative bodies having
jurisdiction over the services provided pursuant to this Agreement any
information, reports, or other material which any such body by reason of this
Agreement may request or require pursuant to applicable laws and regulations.
11. RECORDS
The records relating to the services provided under this Agreement shall be
the property of the Trust and shall be under its control; however, the Trust
shall furnish to the Adviser such records and permit it to retain such records
(either in original or in duplicate form) as it shall reasonably require in
order to carry out its duties. In the event of the termination of this
Agreement, such records shall promptly be returned to the Trust by the Adviser
free from any claim or retention of rights therein, provided that the Adviser
may retain any such records that are required by law or regulation. The Manager
and the Adviser shall keep confidential any information obtained in connection
with its duties hereunder and disclose such information only if the Trust has
authorized such disclosure or if such disclosure is expressly required or
requested by applicable federal or state regulatory authorities, or otherwise
required by law.
12. DURATION OF AGREEMENT
This Agreement shall become effective upon the date of its execution. This
Agreement will continue in effect for a period more than one year from the date
of its execution only so long as such continuance is specifically approved at
least annually by the Board of Trustees provided that in such event such
continuance shall also be approved by the vote of a majority of those trustees
of the Trust who are not "interested persons" (as defined in the Investment
Company Act) of any party to this Agreement ("Independent Trustees") cast in
person at a meeting called for the purpose of voting on such approval.
13. TERMINATION OF AGREEMENT
This Agreement may be terminated at any time, without the payment of any
penalty, by the Board of Trustees, including a majority of the Independent
Trustees, by the vote of a majority of the outstanding voting securities of the
Fund, on sixty (60) days' written notice to the Manager and the Adviser, or by
the Manager or Adviser on sixty (60) days' written notice to the Trust and the
other party. This Agreement will automatically terminate, without the payment of
any penalty, (i) in the event of its assignment (as defined in the Investment
Company Act), or (ii) in the event the Investment Management Agreement between
the Manager and the Trust is assigned (as defined in the Investment Company Act)
or terminates for any other reason. This Agreement will also terminate upon
written notice to the other party that the other party is in material breach of
this Agreement, unless the other party in material breach of this Agreement
cures such breach to the reasonable satisfaction of the party alleging the
breach within thirty (30) days after written notice.
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14. USE OF ADVISER'S NAME
The parties agree that the name of the Adviser, the names of any affiliates
of the Adviser and any derivative or logo or trademark or service xxxx or trade
name are the valuable property of the Adviser and its affiliates. The Manager
and the Trust shall have the right to use such name(s), derivatives, logos,
trademarks or service marks or trade names only with the prior written approval
of the Adviser, which approval shall not be unreasonably withheld or delayed so
long as this Agreement is in effect.
Upon termination of this Agreement, the Manager and the Trust shall
forthwith cease to use such name(s), derivatives, logos, trademarks or service
marks or trade names. The Manager and the Trust agree that they will review with
the Adviser any advertisement, sales literature, or notice prior to its use that
makes reference to the Adviser or its affiliates or any such name(s),
derivatives, logos, trademarks, service marks or trade names so that the Adviser
may review the context in which it is referred to, it being agreed that the
Adviser shall have no responsibility to ensure the adequacy of the form or
content of such materials for purposes of the Investment Company Act or other
applicable laws and regulations. If the Manager or the Trust makes any
unauthorized use of the Adviser's names, derivatives, logos, trademarks or
service marks or trade names, the parties acknowledge that the Adviser shall
suffer irreparable harm for which monetary damages may be inadequate and thus,
the Adviser shall be entitled to injunctive relief, as well as any other remedy
available under law.
15. AMENDMENTS TO THE AGREEMENT
Except to the extent permitted by the Investment Company Act or the rules
or regulations thereunder or pursuant to exemptive relief granted by the SEC,
this Agreement may be amended by the parties only if such amendment, if
material, is specifically approved by the vote of a majority of the outstanding
voting securities of the Fund (unless such approval is not required by Section
15 of the Investment Company Act as interpreted by the SEC or its staff or
unless the SEC has granted an exemption from such approval requirement) and by
the vote of a majority of the Independent Trustees cast in person at a meeting
called for the purpose of voting on such approval. The required shareholder
approval shall be effective with respect to the Fund if a majority of the
outstanding voting securities of the Fund vote to approve the amendment,
notwithstanding that the amendment may not have been approved by a majority of
the outstanding voting securities of any other Fund affected by the amendment or
all the Funds of the Trust.
16. ASSIGNMENT
Any assignment (as that term is defined in the Investment Company Act) of
the Agreement made by the Adviser without the prior written consent of the Trust
and the Manager shall result in the automatic termination of this Agreement, as
provided in Section 13 hereof. Notwithstanding the foregoing, no assignment
shall be deemed to result from any changes in the key employees of such Adviser
except as may be provided to the contrary in the Investment Company Act or the
rules or regulations thereunder. The Adviser agrees that it will notify the
Trust and the Manager of any changes in its key employees within a reasonable
time thereafter.
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17. ENTIRE AGREEMENT
This Agreement contains the entire understanding and agreement of the
parties with respect to the Fund.
18. HEADINGS
The headings in the sections of this Agreement are inserted for convenience
of reference only and shall not constitute a part hereof.
19. NOTICES
All notices required to be given pursuant to this Agreement shall be
delivered or mailed to the address listed below of each applicable party in
person or by registered or certified mail or a private mail or delivery service
providing the sender with notice of receipt. Notice shall be deemed given on the
date delivered or mailed in accordance with this paragraph.
For: The Equitable Life Assurance Society of the United States
Xxxxxxxx Xxxxx, Vice President and Associate General Counsel
1290 Avenue of the Americas, 0/xx/ Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
For: AXA Premier VIP Trust
Xxxxxxxx Xxxxx, Vice President and Secretary
1290 Avenue of the Americas, 0/xx/ Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
For: BlackRock Advisors, Inc.
c/o BlackRock Financial Management
Xxxxxx X. Xxxxxxxx, Managing Director and General Counsel
00 Xxxx 00/xx/ Xxxxxx
Xxx Xxxx, XX 00000
20. SEVERABILITY
Should any portion of this Agreement for any reason be held to be void in
law or in equity, the Agreement shall be construed, insofar as is possible, as
if such portion had never been contained herein.
21. TRUST AND SHAREHOLDER LIABILITY
The Manager and Adviser are hereby expressly put on notice of the
limitation of shareholder liability as set forth in the Agreement and
Declaration of Trust of the Trust and agree that obligations assumed by the
Trust pursuant to this Agreement shall be limited in all cases to the Trust and
its assets, and if the liability relates to one or more series, the obligations
hereunder shall be limited to the respective assets of the Fund. The Manager and
Adviser further agree that they shall not seek satisfaction of any such
obligation from the shareholders or any individual shareholder of the Fund, nor
from the Trustees or any individual Trustee of the Trust.
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22. GOVERNING LAW
The provisions of this Agreement shall be construed and interpreted in
accordance with the laws of the State of New York, or any of the applicable
provisions of the Investment Company Act. To the extent that the laws of the
State of New York, or any of the provisions in this Agreement, conflict with
applicable provisions of the Investment Company Act, the latter shall control.
23. INTERPRETATION
Any question of interpretation of any term or provision of this Agreement
having a counterpart in or otherwise derived from a term or provision of the
Investment Company Act shall be resolved by reference to such term or provision
of the Investment Company Act and to interpretations thereof, if any, by the
United States courts or, in the absence of any controlling decision of any such
court, by rules, regulations or orders of the SEC validly issued pursuant to the
Investment Company Act. Specifically, the terms "vote of a majority of the
outstanding voting securities," "interested persons," "assignment," and
"affiliated persons," as used herein shall have the meanings assigned to them by
Section 2(a) of the Investment Company Act. In addition, where the effect of a
requirement of the Investment Company Act reflected in any provision of this
Agreement is relaxed by a rule, regulation or order of the SEC, whether of
special or of general application, such provision shall be deemed to incorporate
the effect of such rule, regulation or order.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed by their duly authorized officers as of the date first mentioned above.
THE EQUITABLE LIFE ASSURANCE BLACKROCK ADVISORS, INC.
SOCIETY OF THE UNITED STATES
By: /s/ Xxxxx X. Xxxxx By: /s/ Xxxxxxxx Xxxx
----------------------------------- -----------------------------------
Xxxxx X. Xxxxx Xxxxxxxx Xxxx
Executive Vice President Chief Executive Officer
11
APPENDIX A
TO
INVESTMENT ADVISORY AGREEMENT
WITH
BLACKROCK ADVISORS, INC.
Related Portfolios Annual Advisory Fee Rate***
------------------------------------- ---------------------------------------
Core Bond Portfolios, which shall 0.25% of the BlackRock Allocated
consist of the following Allocated Portion's average daily net assets up
Portion and Other Allocated Portion** to and including $300 million; 0.15% of
(collectively referred to as "Core the BlackRock Allocated Portion's
Bond Portfolios"): average daily net assets over $300
million up to and including $500
AXA Premier VIP Core Bond Portfolio* million; and 0.10% of the BlackRock
AXA Premier Core Bond Fund* Allocated Portion's average daily net
assets in excess of $500 million
* Fee to be paid with respect to this Fund shall be based only on the portion of
the Fund's average daily net assets advised by the Adviser, which may be
referred to as the "BlackRock Allocated Portion."
** Other Allocated Portions are other registered investment companies (or series
or portions thereof) that are managed by the Manager and advised by the Adviser,
which are classified "Core Bond Portfolios."
*** The daily advisory fee for the Related Portfolios is calculated by
multiplying the aggregate net assets of the Related Portfolios at the close of
the immediately preceding business day by the annual Advisory Fee Rate
calculated as set forth above and then dividing the result by the number of days
in the year. The daily fee applicable to each Allocated Portion is the portion
of the daily advisory fee for the Related Portfolios equal to the Allocated
Portion's net assets relative to the aggregate net assets of the Related
Portfolios, including the Allocated Portion, used in the fee calculation.
12
