FORM OF] AMENDMENT NO. 3 TO THE INVESTMENT MANAGEMENT AGREEMENT
Exhibit (d)(1)(v)
[FORM OF] AMENDMENT NO. 3
TO THE
INVESTMENT MANAGEMENT AGREEMENT
AMENDMENT NO. 3 effective as of [ , 2014] (“Amendment No. 3”) to the Investment Management Agreement, dated as of May 1, 2011, as amended (the “Agreement”) between AXA Premier VIP Trust, a Delaware statutory trust (“Trust”), and AXA Equitable Funds Management Group, LLC, a limited liability corporation organized in the State of Delaware (“FMG LLC” or “Manager”).
WHEREAS, FMG LLC and the Trust desire to add the Charter Small Cap Growth Portfolio (formerly, Multimanager Small Cap Growth Portfolio), Charter Small Cap Value Portfolio (formerly, Multimanager Small Cap Value Portfolio), and Charter Multi-Sector Bond Portfolio (formerly, Multimanager Multi-Sector Bond Portfolio) to the Agreement in light of the conversion of these portfolios to funds-of-funds;
The Trust and FMG LLC agree to modify and amend the Agreement as follows:
1. New Portfolios. The Trust hereby appoints FMG LLC as the investment manager of the following Portfolios on the terms and conditions contained in the Agreement:
(a) Charter Small Cap Growth Portfolio (formerly, Multimanager Small Cap Growth Portfolio),
(b) Charter Small Cap Value Portfolio (formerly, Multimanager Small Cap Value Portfolio), and
(c) Charter Multi-Sector Bond Portfolio (formerly, Multimanager Multi-Sector Bond Portfolio).
2. Appendix A. Appendix A to the Agreement, which sets forth the Portfolios of the Trust for which FMG LLC is appointed investment manager and the fees payable to FMG LLC with respect to each Portfolio is hereby replaced in its entirety by Appendix A attached hereto.
3. Ratification. 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. 3 as of the date first set forth above.
| AXA EQUITABLE FUNDS MANAGEMENT GROUP, LLC | AXA PREMIER VIP TRUST | |||||||
| By: |
Xxxxxx X. Xxxxx Chairman, Chief Executive Officer, and President |
By: |
Xxxxx Xxxxx Chief Financial Officer and Treasurer | |||||
APPENDIX A
TO THE
INVESTMENT MANAGEMENT AGREEMENT
Portfolios
| (as percentage of daily net assets) | ||||||
| Portfolio | First $10 Billion |
Next $3 Billion |
Thereafter | |||
| AXA Conservative Allocation Portfolio |
0.100% | 0.095% | 0.090% | |||
| AXA Conservative-Plus Allocation Portfolio |
0.100% | 0.095% | 0.090% | |||
| AXA Moderate Allocation Portfolio |
0.100% | 0.095% | 0.090% | |||
| AXA Moderate-Plus Allocation Portfolio |
0.100% | 0.095% | 0.090% | |||
| AXA Aggressive Allocation Portfolio |
0.100% | 0.095% | 0.090% | |||
| CharterSM Fixed Income Portfolio | 0.15% of the Portfolio’s average daily net assets | |
| CharterSM Conservative Portfolio | 0.15% of the Portfolio’s average daily net assets | |
| CharterSM Moderate Portfolio | 0.15% of the Portfolio’s average daily net assets | |
| CharterSM Moderate Growth Portfolio | 0.15% of the Portfolio’s average daily net assets | |
| CharterSM Growth Portfolio | 0.15% of the Portfolio’s average daily net assets | |
| CharterSM Aggressive Growth Portfolio | 0.15% of the Portfolio’s average daily net assets | |
| CharterSM Equity Portfolio | 0.15% of the Portfolio’s average daily net assets | |
| CharterSM International Conservative Portfolio | 0.15% of the Portfolio’s average daily net assets | |
| CharterSM International Moderate Portfolio | 0.15% of the Portfolio’s average daily net assets | |
| CharterSM International Growth Portfolio | 0.15% of the Portfolio’s average daily net assets | |
| CharterSM Income Strategies Portfolio | 0.15% of the Portfolio’s average daily net assets | |
| CharterSM Interest Rate Strategies Portfolio | 0.15% of the Portfolio’s average daily net assets | |
| CharterSM Real Assets Portfolio | 0.15% of the Portfolio’s average daily net assets | |
| CharterSM Alternative 100 Conservative Plus Portfolio | 0.15% of the Portfolio’s average daily net assets | |
| CharterSM Alternative 100 Moderate Portfolio | 0.15% of the Portfolio’s average daily net assets | |
| CharterSM Alternative 100 Growth Portfolio | 0.15% of the Portfolio’s average daily net assets | |
| Charter Small Cap Growth Portfolio (formerly, Multimanager Small Cap Growth Portfolio) | 0.15% of the Portfolio’s average daily net assets | |
| Charter Small Cap Value Portfolio (formerly, Multimanager Small Cap Value Portfolio) | 0.15% of the Portfolio’s average daily net assets | |
| Charter Multi-Sector Bond Portfolio (formerly, Multimanager Multi-Sector Bond Portfolio)
|
0.15% of the Portfolio’s average daily net assets | |
| Target 2015 Allocation Portfolio | 0.10% of the Portfolio’s average daily net assets | |
| Target 2025 Allocation Portfolio | 0.10% of the Portfolio’s average daily net assets | |
| Target 2035 Allocation Portfolio | 0.10% of the Portfolio’s average daily net assets | |
| Target 2045 Allocation Portfolio | 0.10% of the Portfolio’s average daily net assets |
