FORM OF AMENDMENT NO. 1 DISTRIBUTION AGREEMENT AXA PREMIER VIP TRUST
Exhibit (e) (3) (xii)
FORM OF
AMENDMENT NO. 1
AMENDMENT NO. 1 to the Distribution Agreement (“Amendment No. 1”), dated as of [ , 2013], between AXA Premier VIP Trust, a Delaware statutory trust (the “Trust”) and AXA Distributors, LLC (the “Distributor”).
The Trust and the Distributor agree to modify and amend the Distribution Agreement, dated as of January 1, 2012 between the Trust and the Distributor (the “Agreement”), relating to the Class A shares. Unless defined herein to the contrary, terms shall have the meaning given to such terms in the Agreement.
| 1. | New Portfolio. Target 2055 Allocation Portfolio is hereby added 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 A 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 DISTRIBUTORS, LLC | |||||||
| By: | By: | |||||||
| Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ | Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇ | |||||||
| Title: Chairman, Chief | Title: Chairman, President and Chief | |||||||
| Executive Officer and President | Executive Officer | |||||||
SCHEDULE A
AMENDMENT NO. 1
CLASS A SHARES
Multimanager Aggressive Equity Portfolio
Multimanager Core Bond Portfolio
Multimanager International Equity Portfolio
Multimanager Large Cap Core Equity Portfolio
Multimanager Large Cap Value Portfolio
Multimanager Mid Cap Growth Portfolio
Multimanager Mid Cap Value Portfolio
Multimanager Multi-Sector Bond Portfolio
Multimanager Small Cap Growth Portfolio
Multimanager Small Cap Value Portfolio
Multimanager Technology Portfolio
AXA Aggressive Allocation Portfolio
AXA Conservative Allocation Portfolio
AXA Conservative-Plus Allocation Portfolio
AXA Moderate Allocation Portfolio
AXA Moderate-Plus Allocation Portfolio
Target 2015 Allocation Portfolio
Target 2025 Allocation Portfolio
Target 2035 Allocation Portfolio
Target 2045 Allocation Portfolio
Target 2055 Allocation Portfolio