EXHIBIT (h)(3)(ii)
AMENDMENT
This AMENDMENT (this "AMENDMENT" amends as of the 10th day of December, 2002,
the Transfer Agency Services Agreement, dated as of December 20, 2001, between
AXA PREMIER FUNDS TRUST (the "FUND") and PFPC INC. ("PFPC") (the "AGREEMENT").
For valuable consideration the receipt and sufficiency of which the parties
hereto hereby acknowledge, the Company and PFPC hereby agree that, as of the
Effective Date, the Agreement shall (without any further action by either of the
parities hereto) be amended as follows:
1. Section 18(a) of the Agreement is deleted and replaced with the
following revised Section 18(a):
Unless otherwise set forth herein, this Agreement shall terminate on
the fifth (5th) anniversary of the date hereof (the "Initial Term"),
provided that it shall be automatically extended for successive
one-year terms (each a "Renewal Term") unless at least sixty (60) days'
prior to the fifth (5th) anniversary of the date hereof or any
successive anniversary date the Fund or PFPC has given written notice
of its intent to terminate this Agreement, in which event this
Agreement shall terminate on such anniversary date.
2. Section 18 of the Agreement is amended to add the following new Section
18(e):
(e) Notwithstanding anything contained in this Agreement to the contrary, should
a merger, acquisition, change in control, re-structuring, re-organization or any
other decision involving the Fund or any affiliate (as defined under the 0000
Xxx) of the Fund result in the Fund's desire to terminate this Agreement (an
"Early Termination Event"), the Fund may terminate this Agreement upon sixty
(60) days prior written notice to PFPC, provide however, prior to such
termination, the Fund shall pay to PFPC the fee set forth below, as applicable:
(i) in the event of an Early Termination Event during the first three years of
this Agreement which results in the Fund's termination of this Agreement, the
payment of all fees to PFPC as set forth herein shall be accelerated to a date
prior to termination of services and calculated as if the services had remained
with PFPC until the expiration of the Initial Term and calculated at the
Shareholder account levels, on the date notice of termination was given to PFPC.
(ii) in the event of an Early Termination Event after the third anniversary of
the Agreement which results in the Fund's termination of this Agreement, the
Fund shall reimburse PFPC for any and all fees waived by PFPC pursuant to the
Transfer Agency Services Fee Waiver - Supplement letter dated December 10, 2002.
3. This Amendment contains the entire understanding between the parties with
respect to the services contemplated hereby. Except as expressly set forth
herein, the Agreement shall remain unaffected hereby.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed
by their duly authorized officers, as of the day and year first above written.
AXA PREMIER FUNDS TRUST PFPC INC.
By: /s/ Xxxxxx X. Xxxxx By: /s/ Xxxxx Xxxxxx
------------------------- ----------------------
Name: Xxxxxx X. Xxxxx Name: Xxxxx Xxxxxx
Title: President and Chief Title: Vice President and
Executive Officer Managing Director
